A. General terms
1. Acceptance and Contract. Seller’s acceptance of buyer’s purchase order is expressly made conditional on buyer’s acceptance of the following terms and conditions of sale, which are in lieu of any additional or different terms contained in buyer’s purchase order or other document or communication pertaining to buyer’s order or the goods. Buyer’s assent to the terms and conditions contained in this agreement shall be conclusively presumed from buyer’s acceptance of all or any part of the goods or from payment by buyer for all or any part of the goods. None of these terms and conditions may be added to, modified, superceded or otherwise altered, except by a written instrument signed by seller. Failure of seller to object to any terms or conditions which may be contained in any document or form of buyer shall not be construed as a waiver of these condition, nor as an acceptance of any such terms and conditions. These terms and conditions shall constitute a binding contract between seller and buyer.
2. Change Orders. No alternation, addition, omission, or change shall be made to the purchase order except by written change order executed by both Parties. Any changes may be subject to additional charges and fee and may affect product availability, delivery and/or installation time.
3. Compliance. Buyer acknowledges that all agreed delivery and service dates require timely payment when due in addition to receipt of all necessary information from Buyer, including and without limitation, delivery and installation conditions and requirements.
4. Force Majeure. Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, pandemics, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.
5. Limitation of Liability. Seller’s liability to Buyer, whether in contract, in tort, under any warranty, in negligence or otherwise, shall not exceed the return of the amount of the purchase price paid by Buyer and under no circumstances shall seller be liable for special, indirect or, consequential damages.
6. Indemnification. Buyer shall, at its own expense, indemnify, hold harmless and defend Arnold’s, its directors, officers, employees, and agents (collectively, the “Indemnified Party”) from any and against all third-party claims, demands, suits or actions arising in whole or in part, directly or indirectly, out of negligence or lack of care by Buyer or Buyer’s customers, agents, employees, or invitees involving the use of the goods supplied by Seller, including but not limited to Buyer’s self-installation of the goods. Buyer shall indemnify the Indemnified Party from any and against any and all losses, including without limitation damages, judgments, awards, expenses, attorney’s fees and costs, that are awarded by court, administrative agency, governmental authority, or arbitrator or that are payable to the third party pursuant to a settlement made by Arnold’s or otherwise. The Indemnified Party shall give Buyer prompt notice of any Third Party for which it seeks defense and indemnity under this Section and may control and direct the investigation, preparation, defense, and settlement of the claim.
B. Payment terms – purchase in full
1. Timing of Payment. Buyer shall pay for the amount stated in the purchase order prior to shipment.
If payment is not timely received, Arnold’s reserves the right to suspend any shipment or service to Buyer, without penalty, until payment is received. Arnold’s does not offer or allow a discount due to a delay in completing a Punch List.
2. Payments Accepted. Buyer may pay Seller by Wire, ACH, company checks made payable to Arnold’s Office Furniture, LLC and/or credit card. All credit card transactions are subject to a processing fee of 3.0% per transaction.
3. Returned Check Fee. Buyer agrees to pay a processing fee of $25 for checks returned due to insufficient funds, and further agrees that the entire Invoice balance is immediately due and payable upon notification from Arnold’s that the check was returned for insufficient funds.
4. Taxes. Sales Tax will be added to Buyer’s invoice based upon Buyer’s Ship to Address. If Buyer is exempt from sales taxes, Seller requires Buyer’s exemption form.
5. Late Payments. If Buyer’s account has Invoices unpaid after thirty (30) days, an interest rate of 1.0 % per month or the legal maximum amount rate permitted by law will be charged on all past due Invoices until paid in full, without forfeit of Arnold’s right to immediate payment. Buyer agrees to reimburse Arnold’s for any and all attorney’s fees and legal costs and expenses arising from and related to the collection of any such amount. Arnold’s reserves ownership rights to the Goods until payment is made in full. In the event of Buyer’s insolvency or bankruptcy, Arnold’s reserves the right to cancel the Order.
C. Cancellation and return policy
24-hour cancellation policy. Arnold’s does not accept cancellations on any Orders after twenty- four (24) hours of the Order being placed.
Custom Products. All sales are final on Orders which are made as specified by Buyer and cannot be returned, exchanged, refunded, or cancelled.
Non-Custom Products. Non-custom products may be returned, subject to final inspection and approval from Arnold’s and a 50% restocking fee which shall be deducted from the Buyer’s refund. Only a merchandise credit (valid for 180 days only) will be issued. Buyer is responsible for all return shipping charges.
D. Delivery and acceptance
General Terms. All deliveries are F.O.B. origin. Shipping and handling are itemized on the Invoice. Any additional delivery services are an additional charge. Buyer shall complete the Delivery/Install Details Request form at least one (1) week prior to delivery.
Delivery schedule. Arnold’s reserves the right to make deliveries in installments. Any delay in delivery shall not relieve Buyer of its obligations to accept remaining deliveries. Partial delivery and partial services cannot be rejected by Buyer. When redelivery or rescheduling is requested by Buyer, Arnold’s reserves the right to charge up to a 20% surcharge of the invoice to Buyer for freight, re-handling and warehousing.
Access to building. Buyer shall coordinate with its Building Management to ensure exclusive use of its loading dock and freight/service elevators at the time of delivery. Restricted access to building, elevator, loading dock, walk up, stair carry, or other abnormal working conditions, including without limitation restrictions or limits established by local laws and ordinances may be subject to additional delivery charges.
Right of Inspection. Buyer shall inspect the merchandise on the date of delivery/installation, noting damages or shortages. If damage is concealed, it must be reported to Arnold’s within ten (10) days of receipt of shipment. Damaged merchandise will be repaired or replaced.
Delays Caused by Buyer. Arnold’s is not responsible for any delays caused by Buyer, including but without limitation, failure of Buyer in responding to requests for pertinent information, delays in approval of floor plans, unexpected site conditions, lack of reasonable access to the building, and lengthy change orders. Arnold’s will hold Orders for up to sixty (60) days at no charge. After sixty (60) days, Orders are subject to a monthly storage charge of 30% of the product value.
E. Installation services
1. Timing. Installation will be performed during normal business hours, 9 AM to 5 PM, Monday to Friday. Nights and weekends are subject to overtime rates at Buyer’s expense. Non-standard installations, including union labor requirements, are subject to additional costs.
2. Job site requirements. Buyer shall ensure adequate facilities for off-loading, staging, moving and handling of products. Electricity, HVAC, hoisting, and/or elevator service shall be furnished without charge to Arnold’s. Installation does not include removal and/or disposal of any existing furniture or equipment. In preparation of the installation work, the designated office space must be free and clear of debris, including furniture and fixtures. Installation delays due to Buyer’s failure to fulfill its obligations as described herein may be invoiced to Buyer as hours worked.
3. Punch List. Upon completion of installation, the Installer will prepare and review the Punch List with Buyer concerning any work required to complete the Project. Buyer will be given an opportunity to inspect the installation work. Arnold’s reserves the right to complete the Punch List within a reasonable period of time.
4. Electrical Work. Arnold’s installation team will connect electrical power within the furniture only. Any building power connection to cubicle infeed power or data/telecommunication will be completed by an independent electrician at Buyer’s expense. Arnold’s quote does not include electrical work of any kind.
5. Self Installation Disclaimer. Arnold’s accepts no responsibility for any self-installations. In no event shall Arnold’s, its directors, officers, employees, agents, or representatives be liable to Buyer, its employees, agents, and/or any Third Parties for claims of physical injuries, loss or damage to property resulting form, arising out of or relating to Buyer’s self-installation.
6. Technical Support. Technical support is available Monday to Friday (excluding major holidays), between 9 AM to 5 PM EST to answer any questions relating to self-installations. Service calls are free of charge up to three (3) hours based on a minimum purchase order of 25 office cubicle systems. Thereafter, there will be a service charge of $65 per hour.
F. Miscellaneous provisions
1. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to any conflict of laws principles, and Seller and Buyer hereby consent to the jurisdiction of the state or federal courts located in the Commonwealth of Pennsylvania to address any dispute.
2. Severability. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government or by the final determination of any state or federal court, such invalidity will not affect the enforceability of any other provisions not held to be invalid.
3. Waiver. The waiver or failure of Seller to exercise any right provided for herein will not be deemed a waiver of any further right hereunder.
4. Notices. Any notices or demands required or permitted by this Agreement shall be in writing and sent by any reasonable means, including email and facsimile; courier or in person with signed receipt; or nationally recognized overnight delivery service to such other Party at its address provided in the purchase order or to such other addresses as either Party may designate from time to time by notice to the other Party in accordance with this Section. Notices are deemed received upon actual receipt or refusal of delivery.