Terms of service
DEXELANCE USA CORP. –
STANDARD TERMS AND CONDITIONS OF SALE
Each sale of products (“Products”) by DEXELANCE USA, Corp. or any of its subsidiaries or affiliates (“DEXELANCE USA”) to a customer (referred to herein as the “Buyer”) is expressly made conditional on Buyer’s assent to these terms and conditions of sale. These terms and conditions of sale together with each DEXELANCE USA issued order confirmation and/or invoice shall constitute a binding contract between DEXELANCE USA and the Buyer (the “Agreement”). This Agreement applies to any quotation, order, purchase, receipt, delivery or use of the Products whether submitted by phone, fax, through the DEXELANCE USA’s website or by any other means. DEXELANCE USA and Buyer may hereinafter be referred to jointly as the “Parties” and individually as “Party”.
Entire Agreement. This Agreement constitutes a complete and exclusive statement of the agreement between Buyer and DEXELANCE USA regarding the purchase of the Products. Any representations, promises, warranties or statements by any agent or employee of DEXELANCE USA that differ in any way from this Agreement shall be given no effect or force. Acceptance of Buyer’s order is expressly conditioned upon Buyer’s acceptance of this Agreement and Buyer acknowledges and agrees that this Agreement supersedes the terms and conditions of any documentation provided by Buyer. Any conflicting or additional terms and/or conditions contained in Buyer’s documentation are expressly rejected by DEXELANCE USA and are null and void. This Agreement shall govern, irrespective of whether Buyer accepts this Agreement by a written acknowledgement, by implication or acceptance and payment of Products ordered hereunder. DEXELANCE USA’s failure to object to provisions contained in any communications from Buyer shall not be deemed a waiver or amendment of any of the terms of this Agreement. Any changes to this Agreement must specifically be agreed to in writing by DEXELANCE USA before becoming binding on DEXELANCE USA. No course of prior dealings between the Parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under the Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and the opportunity for objection
Order Acceptance. All orders are subject to acceptance or rejection by DEXELANCE USA in writing. DEXELANCE USA reserves the right at any time after receipt of Buyer’s order to accept or reject such order, or any portion thereof, even after Buyer’s receipt of an order confirmation. In the event that Buyer does not receive a written order confirmation from DEXELANCE USA within ten (10) days of submitting an order by any method, such order shall be deemed rejected. DEXELANCE USA reserves the right, at DEXELANCE USA’s sole discretion, to limit the quantity of items purchased and/or to refuse to accept orders, for any or no reason. If Buyer’s credit card has already been charged for the purchase and Buyer’s order is canceled by DEXELANCE USA, DEXELANCE USA will promptly issue a credit to Buyer’s credit card account for that portion of the order that was canceled.
Buyer must be sure when confirming a choice for product configuration, fabric/leather and finishes selection. All furniture are made to order for the buyer and cannot be altered or returned once in production.
Prices. All prices exclude sales tax and shipping, and are EXW from DEXELANCE USA warehouse located in the State of New Jersey unless otherwise specifically set forth on the DEXELANCE USA issued order confirmation. DEXELANCE USA’s lighting products do not come with light bulbs and the cost of such shall be the responsibility of the Buyer, unless otherwise expressly indicated. All prices listed and quoted by DEXELANCE USA are exclusive of any shipping and handling, installation, insurance, federal, state, or municipal sales, use or other similar taxes which DEXELANCE USA may be required to collect or pay upon sale or delivery of the Products to Buyer and other charges related thereto, and Buyer shall be responsible for all such charges. In addition, prices for Products to be delivered outside the U.S. are exclusive of custom duties, which such duties shall be the responsibility of the Buyer.
Cancellation of Orders. With the exception of orders for customized Products which may not be cancelled, Buyer may cancel any order for Products if a written cancellation request is received by DEXELANCE USA by no later than 5:00 p.m. EST on the business day following the date the order was placed. All cancellations must be confirmed in writing by DEXELANCE USA.
Payment Terms. Unless otherwise specified in the written order confirmation, Buyer shall pay the complete purchase price plus any applicable taxes, shipping, and handling fees, in full at the time the order confirmation is issued to Buyer. Delivery of the Products will not be made until DEXELANCE USA has received payment in full of the purchase price and all applicable charges. Accepted payments are: credit cards, bank wire; ACH and checks payable to “DEXELANCE USA Corp.”.
Delivery; All deliveries of Products shall be EXW DEXELANCE USA’s New Jersey warehouse. Unless otherwise agreed upon by the Parties in writing, the Buyer shall be responsible for the cost of shipping and handling from the DEXELANCE USA New Jersey warehouse to the place of delivery indicated by the Buyer. Loss or damage that occurs during shipping by a carrier selected by DEXELANCE USA shall be DEXELANCE USA’s responsibility if timely reported to DEXELANCE USA in accordance herewith.
Buyer is responsible for checking and confirming building access and all entry measurements and requirements to make sure that entryways, stairways and/or elevators can accommodate access and delivery. Delivery to walkup buildings, and/or whenever extra or over time is required for a delivery, the company may require extra charges.
Delivery dates and times are always a range and are subject to change.
Title and Risk of Loss. Loss or damage that occurs during shipping by a carrier selected by Buyer is Buyer’s responsibility. Unless otherwise agreed to by DEXELANCE USA in writing, DEXELANCE USA reserves the right to make partial shipments and issue invoices accordingly. Estimated delivery time shall be indicated by DEXELANCE USA on an order-by-order basis; provided, however, that any delivery times are estimates only and shall not be binding upon DEXELANCE USA in any way. DEXELANCE USA shall have no liability for any delay or for not meeting the estimated delivery time.
Pick-Up and Drop Ship Orders. Authorized dealers of DEXELANCE USA Products may request to pick-up or that DEXELANCE USA delivers directly to Buyer’s customers or to third-parties (“Drop Shipments”) in the contiguous continental United States with the exclusion of HI and all islands, Alaska and the U.S. Territories or Possessions, and DEXELANCE USA agrees to use reasonable commercial efforts to accommodate such Buyer requests; provided that any such order must be placed by the Buyer exclusively in writing by DEXELANCE USA. The buyer shall be responsible for all shipment costs associated with Pick-Up and Drop Shipments. Title and risk of loss for Products shall pass to Buyer at DEXELANCE USA’s New Jersey warehouse upon delivery of Products to carrier.
Inspection and Acceptance. Promptly upon the receipt or pick-up of a shipment of Products (whether EXW, FOB or Drop Shipments), the Buyer shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. DEXELANCE USA must be informed of any quantity discrepancies, damage or other non-conformity in writing within forty-eight (48) hours of receipt (the “Notice Period”). In the event that Buyer fails to notify DEXELANCE USA in writing of any shortages, defects or damage which Buyer claims existed at the time of delivery within the Notice Period, DEXELANCE USA shall be relieved of any liability related to the same. DEXELANCE USA will investigate the claim of shortages, defects, or damage, inform Buyer of its findings. Buyer's exclusive remedy for any defect in delivery is limited, at DEXELANCE USA’s option, to DEXELANCE USA’s repair or replacement within a reasonable time of any non-conforming Products. Unless notice is given as provided in this Section 9, Buyer shall be deemed to have accepted such Products and to have waived all claims including those for shortages, defect, or damage. Failure to make a claim according to Section 9 shall constitute an irrevocable acceptance of the Products by Buyer. Any claim that a product is defective or damaged made after the expiration of the Notice Period must be made in accordance with Section 12 hereof and is subject to DEXELANCE USA’s Limited Warranty (as defined below).
Leather, being a natural substance, may be tonal and show tactile differences from hide to hide. This is to be expected. Similarly, difference in dye lots may produce colors that are slightly different from those of our leather/fabric swatches. In addition, light reflecting on the larger upholstered pieces will naturally make them look somewhat different than when seen on smaller size samples/swatches.
Natural stones such as marbles will feature different dye lots from the ones displayed at the showroom. Veining will occur in different patterns and are to be considered unique.
When using a C.O.M please note that DEXELANCE USA does not assume any responsibility for its appearance, durability, color or any other quality related issue.
Buyer’s Default. If Buyer refuses to accept any shipment when properly tendered or fails to make any payment due to DEXELANCE USA under this or any other order or agreement with DEXELANCE USA, the total amount payable under this and/or any other order or agreement with DEXELANCE USA shall become immediately due and payable. In addition, DEXELANCE USA shall have the right to withhold or cancel any further shipments to Buyer until such payment has been made in full. DEXELANCE USA retains the right upon breach of this Agreement by Buyer to sell Buyer’s Products in DEXELANCE USA's possession.
Returns. Products purchased through DEXELANCE USA’s online store, including floor models, open-box and ex-display products, may be returned within ten (10) days of the date of delivery, provided they are returned in the condition in which they were delivered, with all parts and hardware. Accepted returns are refunded to the original method of payment, less a ten percent (10%) restocking fee. DEXELANCE USA will provide the return label or arrange the pickup. Return shipping for lighting products is at DEXELANCE USA’s cost; for furniture, the actual cost of return freight will be deducted from the refund. Original delivery charges are non-refundable except in the case of transit damage or defect. Products returned in unsaleable condition, or not in the condition in which they were delivered, may be rejected or subject to deductions at DEXELANCE USA’s sole discretion. Custom and made-to-order products are excluded and are considered non-returnable.
Limited Warranty. DEXELANCE USA’s limited warranty on Products sold under this Agreement (the “Limited Warranty”) is a limited one-year warranty set forth in this Section 12 and is made part of this Agreement. OTHER THAN AS MAY BE SET FORTH IN THE LIMITED WARRANTY, DEXELANCE USA MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATING TO THE PRODUCTS, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, DEXELANCE USA DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. DEXELANCE USA PERSONNEL ARE NOT AUTHORIZED TO ALTER THESE WARRANTIES.
DEXELANCE USA accepts the return of damaged or defective products, subject to the terms and conditions of DEXELANCE USA’s Limited Warranty. If Buyer desires to make a claim for damaged or defective products under warranty, he/she must contact DEXELANCE USA within forty-eight (48) hours after the damage or defect is discovered or reasonably should have been discovered. Buyer must provide (i) the product serial number, (ii) a detailed explanation of the damage or defect, and (iii) a copy of Buyer’s proof of purchase. In the event DEXELANCE USA determines, in its sole discretion, that the damage and/or defect described warrants a return of the product pursuant to DEXELANCE USA’s limited one-year warranty, DEXELANCE USA will provide Buyer with a Return Authorization Number (“RAN”) and will send Buyer a claim form. Buyer must fill out the claim form entirely and return it, along with the product in its original packaging, or another shipping container approved by DEXELANCE USA, as well as Buyer’s original sales receipt or other proof of purchase. Buyer must print the RAN on the outside of the return package. All RANs will expire thirty (30) days after they are issued. Returns shipped to DEXELANCE USA without a valid RAN will be rejected at Buyer’s sole cost and expense. Buyer will bear the entire cost associated with the return, including shipping, handling, and insurance costs. Such costs will only be refunded by DEXELANCE USA in the event the return is accepted, and the product is deemed damaged or defective in accordance with DEXELANCE USA’s Limited Warranty.
Limitation of Liability. The total liability of DEXELANCE USA for any loss, damage or claim, whether in contract, tort (including DEXELANCE USA's active or passive negligence or strict liability) or otherwise, arising out of, connected with, or resulting from this Agreement or the performance or breach of any purchase order or contract of sale accepted or executed by DEXELANCE USA pursuant to this Agreement, or from the design, manufacture, sale, delivery, resale, inspection, assembly, testing, repair, replacement, operation, maintenance or use of any Product or from the performance of any service shall not, in any event, exceed the price allocable to the Product or service which gives rise to the claim, loss or damage. In no event, whether as a result of breach of contract or warranty or alleged ACTIVE OR PASSIVE negligence or strict liability or otherwise, shall DEXELANCE USA be liable for special or consequential damages, including, without limitation, loss of profits or revenue, loss of Products or any associated equipment, cost of capital, cost of substituted equipment or parts, facilities or services, down-time costs, labor costs, or claims of customers or Buyer.
Force Majeure. DEXELANCE USA shall not be liable for failure to deliver or for delay in delivery or performance due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation; or, (iii) any other commercial impracticability. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.
Installation. The Buyer assumes all responsibility for the proper installation of the Products and DEXELANCE USA shall not be responsible in any manner for any damages to the Products or the property relating to such Buyer or third-party installation. DEXELANCE USA shall only be responsible for supplying the Products and the Buyer shall be responsible for any necessary electrical work and related permits. DEXELANCE USA shall not be responsible for any condition or damage caused to or resulting from the electrical systems of the property. The Buyer shall ensure that the property is accurately built and ready for the installation of the Products. DEXELANCE USA shall not be responsible for any field conditions or for the conditions of existing appliances. For more information about Products with LED and Products with dimming capability, please see the technical specifications provided on the product page or by DEXELANCE USA on request. Please note that only those Products specified in the technical specifications can be dimmed and only as specified therein. Without limiting any other term of this Section 15, DEXELANCE USA shall not be responsible, under any circumstances, for any condition or damage resulting from the Buyer’s failure to abide by such technical specifications.
Data Collection & Handling. DEXELANCE USA’s collection and handling of Buyer personal data is limited to what is needed to process, deliver and service Buyer’s orders, and is governed by the Privacy Policy published on DEXELANCE USA’s online store, which is incorporated herein by reference and made part of this Agreement.
Intellectual Property Rights. Any sale of Products hereunder shall not convey any express or implied license under any patent, copyright, trademark, or other proprietary rights owned or controlled by DEXELANCE USA and/or its affiliates, whether relating to the Products or any manufacturing process or other matter. All rights under any such patent, copyright, trademark, or other proprietary rights are expressly reserved by DEXELANCE USA and/or its affiliates. To the extent applicable, the Buyer shall indemnify, hold harmless and defend DEXELANCE USA and its affiliates against any claim, loss, damage, expense, and cost, including, without limitation, reasonable attorney’s fees, resulting from or otherwise relating to any claimed infringement of patent, copyright, trademark or other proprietary rights arising out of compliance by DEXELANCE USA and/or its affiliates with the Buyer’s designs, specifications, and instructions.
Applicable Law and Forum. This Agreement shall be governed by the laws of the State of New York without regard to conflicts of law rules. Any disputes hereunder shall be resolved in the courts of the State of New York, County of New York.
General Provisions. This Agreement and the Limited Warranty referenced herein shall constitute the entire agreement between DEXELANCE USA and the Buyer. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision of this Agreement.
