TERMS & CONDITIONS OF SALE
1. Definitions
- “Buyer” means the organization or person who buys goods from the Seller;
- “Seller” means the duly registered company engaged in the manufacture and sale of goods to the Buyer. In this case “Seller” refers to Slumberhigh, Inc. with registered address at Purok Ube, Landing, Catarman, Lilo-an, Cebu, Philippines.
- “Goods” means the articles to be supplied by the Seller to the Buyer;
1.4 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
1.5 “Delivery date” means the date specified by the Seller when the Goods are to be delivered;
1.6 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.7 “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packing, insurance or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;
- General
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document. No terms and conditions other than the terms and conditions contained herein shall be binding upon Seller unless accepted by Seller in a writing signed by one of Seller’s Managers. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer’s purchase order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on Seller, whether or not they would materially alter this document, and Seller hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Buyer will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and/or services.
TERMS: Buyer agrees to pay for the products according to the Seller’s payment terms. In the event Buyer fails to make any payment to Seller when due, Slumberhigh Inc. may exercise its rights to impose a service charge of 3.5% of the total value per month or a fraction thereof.
PAYMENT TERMS: A 50% deposit of the total cost of order is required to commence production. A final order form/invoice will be sent summarizing the order including the total cost. Buyer should check, accept and agree to Slumberhigh’s Terms and Conditions. All accounts shall be paid net when invoiced. Orders must be paid in full, including shipping, handling, crating and packing, storage, taxes, and service charges prior to shipping. A service charge will be imposed on the invoice that remains unpaid for thirty (30) days or more after receipt of notice of completion, at the rate of 3.5% per month or a fraction thereof.
REMEDIES OF SELLER: Upon default by Buyer, Buyer agrees to the Seller to dispose of the goods ordered by the buyer when not claimed or fully paid within a period of 6 months from the day the buyer was notified of its completion. Buyer agrees that any of the following shall constitute an event of default which shall enable Seller, at its option, to cancel any unexecuted portion of this order or to exercise any right or remedy which it may have by law: (a) the failure of Buyer to perform any term or condition contained herein; (b) any failure of Buyer to give required notice; (c) the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the materials covered by this order or the filing of any petition to adjudicate Buyer bankrupt; (d) the death, incompetence, dissolution or termination of existence of Buyer; (e) a failure by Buyer to provide adequate assurance of performance within ten (10) days after a justified demand by Seller; or (f) if Seller, in good faith, believes that Buyers prospect of performance under this Agreement is impaired. All rights and remedies of Seller herein are in addition to, and shall not exclude, any rights or remedies that Seller may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorneys’ fees, will be added to the balance due and Buyer shall pay all such charges. Buyer agrees to reimburse Seller all attorney fees and court costs incurred by Seller if any, in connection therewith.
GOVERNING LAW: This transaction shall be governed in all respects by the laws of the Philippines. All actions relating to any claim by Buyer or Seller shall be brought exclusively in the Courts having a site in Cebu City, Cebu, Philippines, without regard to any courts in any other jurisdiction. All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against Seller within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of invoice.
DELIVERY: Seller will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller, including, but not limited to, liability for Seller’s non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, suppliers or any other causes of any kind whatever beyond the control of Seller. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.
LIMITED WARRANTY: Seller warrants that the goods manufactured by it will be free from factory defects upon delivery to Buyer as stated in its warranty. If any of the goods are found by Seller to defective, Seller at its option will replace such goods or repair such defect/s. The Parties hereto expressly agree that Buyer’s sole and exclusive remedy against the Seller shall be for the replacement or repair of defective goods as provided therein. The sole purpose of the stipulated exclusive remedy shall be to provide within the warranty period, the Buyer with free replacement of the defective goods or a credit adjustment in the manner provided herein. The exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to replace the defective goods or repair it in the prescribed manner.
The forgoing warranty is in lieu of all other warranties expressed or implied including those of merchantability or fitness for any purpose not expressly set forth herein. No affirmation of seller, by words or actions, other than as set forth in this section shall constitute a warranty.
LIMITATION OF LIABILITY: Seller’s liability (whether under the theories of breach of contract or warranty, negligence or strict liability) for goods delivered or non-delivery of goods shall be limited to replacing goods found to be defective or repair such goods. In no event shall the seller be liable for consequential and/or incidental damages.
RECOMMENDATIONS BY SELLER: Buyer acknowledges that Seller does not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, (ii) the maintenance or other expenses to be incurred in connection with the products, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by Seller and/or its agents, suppliers and employees or (iv) the accuracy or reliability of any information, designs or documents furnished to Buyer. Seller neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its products and/or rendering of its services. Any recommendations made by Seller concerning the use, design, application or operation of the products shall not be construed as representations or warranties, expressed or implied. Failure by Seller to make recommendations or give advice to Buyer shall not impose any liability upon Seller.
INSPECTION AND ACCEPTANCE: Claims for damage, shortage or errors in shipping must be reported within three (3) days following delivery to Buyer. Buyer shall have seven (7) days from the date Buyer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Seller, in writing, of any defects, nonconformance or rejection of such products. After such seven (7) day period, Buyer shall be deemed to have irrevocably accepted the products. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such seven (7) day period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any product or service previously ordered by Buyer or its representatives or cancel any order without Sellers written consent and payment to Seller of all charges, expenses, commissions and reasonable profits owed to or incurred by Seller. Specially fabricated or ordered items may not be canceled or returned, and no refund will be made. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement of the merchandise subject to the manufacturer’s inspection and warranty.
RETURNS: Order is placed specially for you and cannot be canceled or returned.
SHIPMENTS: The cost of any special packing or special handling caused by Buyers requirements or requests shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer.
TAXES: The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities. Any taxes which Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to Seller upon demand.
SEVERABILITY: These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from.
SET-OFF: Buyer shall not be entitled to set-off any amounts due Buyer against any amount due Seller in connection with this transaction.
NON-WAIVER: Sellers failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Sellers rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by one of Seller’s Managers.
ENTIRE AGREEMENT: This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by one of the Seller’s Managers. All transactions shall be governed solely by the terms and conditions contained herein.
PRICES AND TERMS: Published prices are Net unless otherwise noted. Prices do not include shipping charges, packing and crating charges, in-transit insurance, storage charges, sales or other taxes, local delivery. SLUMBERHIGH reserves the right to change prices without notice prior to order confirmation. Standard lead time for production only is 4 to 6 weeks from SLUMBERHIGH’s receipt of deposit & all relevant client approvals. Shipping time is additional. When custom pieces or stain-to-match finishes are specified, the 4-6 week lead time for production begins from the date of customer’s approval of the seller. SLUMBRHIGH reserves the right to make changes in design, construction, materials and dimensions, or to discontinue products without prior notice. Please note that all dimensions requirements noted in this price guide are to be considered approximate. Due to the handmade construction of our furniture, in concert with the resilient materials and textile choice, variations from our published and custom dimensions can be expected. All fabrics must be identified / specified by completing the provided SLUMBERHIGH forms in full. SLUMBERHIGH maintains proprietary interest in many of its designs. Unauthorized copying or reproductions of such designs will be prosecuted as provided by law. Before an order is put into production, it must be confirmed by SLUMBERHIGH in writing and the required deposit must be received. Each customer’s order will be processed as indicated on the order confirmation sent out by SLUMBERHIGH. If there is any discrepancy, the customer must advise SLUMBERHIGH within (5) five days from the date of order confirmation. SLUMBERHIGH accepts no responsibility for BUYER shipped to locations other than that given on our order confirmation and Forms. Order confirmation cannot be modified. All orders are final.
All billing and registration information provided must be truthful and accurate. Providing any untruthful or inaccurate information constitutes a breach of these Terms and Conditions.
