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A Sales Order (SO) represents an irrevocable offer to purchase goods from Home Trends and Design. LTD, a Texas limited partnership ("Seller")„ according lo the terms and conditions set forth herein. Seller waives notice of acceptance of this offer. Buyer’s execution of this SO or other similar instructions to a sale of products from the Seller. or payment received from Buyer for all or part of a shipment of SeIler’s products shall constitute Buyer’s acceptance of these standard Terms and Conditions of Sale. Any deviation from these terms and conditions arc acceptable only if signed and approved by the Sellers authorized representative. Prices quoted by the Seller may change at anytime without notice. All prices quoted are subject to correction for clerical errors. Payment for orders within the United States may be made by check, wire transfer, Visa. MasterCard and American Express. All international orders are prepaid only. with wire or check. To provide security For the collection of the full price of purchased products, the Buyer grants to Seller a purchase money security interest in the Goods and all products and proceeds thereof and agrees that Seller shall have the rights and remedies of a secured party as described within the Texas Uniform Commercial Code. The Buyer agrees to assist the Seller in processing any claims against the shipping company or manufacturer in the case damaged or incorrect products are received. As processing any claims on insurance or with the shipping line or manufacturer requires an expedient effort on the part of the Seller in order to be able to recoup any losses, it is the Buyer’s responsibility to diligently inspect the shipment at the time the goods are received and notifying the Seller immediately upon noticing the defect or damages. Products may be modified or discontinued without prior notice. Expected delivery dates are best estimates and do not constitute a guarantee of the time of delivery. Seller shall not be liable for failure to deliver or delay in delivery or performance due to (i) a cause beyond it’s reasonable control. (ii) an act of God, an omission by Buyer, act of civil or military authority, governmental intervention, fire, natural disaster, strike or other labor difficulty, or failure on the part of the manufacturer or shipping company. Seller shall not in any event be liable and Buyer shall indemnify Seller against damages to any third party, whether the result of breach of contract. tort (including negligence). product liability, warranty, or other grounds or for actual. special, consequential, incidental or punitive damages including but not limited to loss of profits or revenue, loss of use of goods or any associated goods, cost of capital, cost of substitute goods, facilities or services, downtime costs and claims of customers, employers, end-users, agents, lessors, contractors of Buyer and others for such damages. Seller`s maximum liability lo the Buyer shall be limited to the charges paid by Buyer to Seller for these goods and services. Any claim for loss or damage arising out of the supplying of Goods to buyer, or their sale, resale. Operation or use, whether based on contract, warranty, tort (including negligence) or other grounds, shall be limited to the fees paid by Buyer pursuant to this SO. Buyer shall indemnify Seller against any and all damages to third parties that arise from the Buyer`s transactions or affiliations. This indemnification includes any actual or other damages and covers all revenue. profit, capitol, costs to replace goods„ or any other cost. All orders are final. For orders where a deposit has been made to secure the future delivery of goods, then this deposit is forfeited if the Buyer does not accept the goods once available and pay remaining amount due specified in the SO. Any dispute between Buyer and Seller shall be subject to resolution in the state or federal courts in Travis County, Texas. The SO is governed by the substantive laws of the State of Texas. specifically including the provisions of the UCC as adopted by the State of Texas. Any balance due over 30 days will be charged an interest rate equivalent to the lower of per month or the maximum allowable by law. Under no circumstances will we accept returns of custom orders or large orders (six (6) or more of the same product, or in excess Returned items must be in their original condition and packaging, and you shall prepay and be liable for all charges in connection with the shipping of returned goods, including insurance. A 20% Restocking Fee will be assessed upon all returns of merchandise that is not defective. Defective goods or goods damaged in transit will not be accepted.
Orders will be putl in production only upon receipt of the deposit as required and Signed Sales Order or Standard PO from the Buyer. Unless other terms are expressly agreed to at the time of sale and in writing signed by the authorized representative of the Seller, the remaining payment will be due and payable prior to the delivery of the goods. If payment is not received in a timely fashion and/or buyer does not accept and unload the goods within the specified time limit of the shipping company. the Buyer will be liable for all demurrage and storage costs that result from the delay. If the Buyer refuses the container and for does not make the final payment in a timely fashion, the Buyer agrees to pay any applicable diversion costs as well as a restocking fee (“Restocking Fee") equal to 20% of total order. Seller does not forfeit any other remedies that may be legally available to them to recover any amounts that exceed this amount for which the Seller has incurred as a result of the Buyers default or failure to pay for their orders. Additionally, since containers are “made to order” any cancellations must be received prior to commencement of production, or Restocking Fee will apply.
INTELLECTUAL PROPERTY RIGHTS:
All information concerning Home Trends and Design. LTD products, including photos, sales materials or product design are property and subject to trademark. service mark, trade dress, copyright and other intellectual property rights held by Home Trends and Design. LTD. By signing the SO the Buyer and its owners, partners and affiliates agree not to copy or otherwise cause to be copied any of the products, designs or items purchased from Home Trends and Design, LTD. You may not copy, reproduce, modify, publish, distribute, transmit, transfer, reprint, post on the Internet or create derivative works from such information. Furthermore, you will be responsible for any legal fees associated with disputes arising from copyright infringements, whether or not associated with a direct retail sale.