TRANSFER OF OWNERSHIP IN GOODS. In consideration of the purchase price and other good and valuable consideration, OFFICE FURNITURE WAREHOUSE, LLC (“SELLER”) hereby grants, sells, transfers, assigns, conveys and delivers to CUSTOMER (identified as such on the reverse side of this document) all of SELLER’s right, title and interest in and to the property identified on the reverse side of this document.
WARRANTY OF GOOD TITLE. SELLER represents and warrants that SELLER is the lawful owner of the Property, free and clear of all mortgages, liens or encumbrances of any kind or nature. SELLER will indemnify, protect, defend and hold PURCHASER / RESELLER harmless against all claims, demands, damages, losses, liabilities, costs, fees and expenses, including, without limitation, attorneys’ fees, arising out of, resulting from or related to a breach of this warranty of good title.
FOR USED FURNITURE PURCHASES: DISCLAIMER OF ALL OTHER WARRANTIES. CUSTOMER acknowledges and agrees that the Property is being conveyed, granted, transferred and assigned “as is”, “where is” and “with all faults;” and that the SELLER makes no representations or warranties concerning the condition of the Property. EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN PARAGRAPH 2 ABOVE, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
FOR NEW FURNITURE PURCHASES: MANUFACTURER’S WARRANTY. All new furniture is sold subject to the terms and conditions of the warranties of its manufacturer. EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN PARAGRAPH 2 ABOVE, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
TERMS OF CREDIT AND SECURITY INTEREST.
SELLER may, in its sole discretion, extend credit to CUSTOMER for this transaction. CUSTOMER authorizes SELLER to obtain a credit report and investigate CUSTOMER’s creditworthiness with credit reporting agencies. If SELLER extends credit to CUSTOMER, it is acknowledged and agreed that an initial payment of Fifty Percent (50%) of the purchase price is required at time of purchase and that the remaining Fifty Percent is due and within thirty (30) days of CUSTOMER’S receipt of the goods, if no installation by SELLER is required, or the date SELLER completes installation, if installation by SELLER is required. Until the unpaid balance is paid in full, interest / late charges of 1.75% per month (21% per annum) will accrue every thirty (30) days from date of purchase and shall be due and payable with the unpaid balance.
In consideration of SELLER’S extension of credit to CUSTOMER, CUSTOMER agrees to execute all documents necessary to provide SELLER a purchase money security interest in the transferred goods including, but not limited to, a Security Agreement, promissory note and UCC-1 financing statement. CUSTOMER agrees that delivery and installation may be postponed until such time as SELLER’s purchase money security interest has been perfected.
REMEDIES IN THE EVENT OF DEFAULT. Should CUSTOMER fail to pay when due the balance on customer’s account plus interest / late fees, CUSTOMER shall be liable to SELLER for all costs of collection including attorney fees.
New furniture orders cancelled will result in loss of deposit and a restocking fee of 30% of the furniture sell price.
Used furniture order cancellations will result in a loss of the 50% deposit.
Used furniture may be returned in the first 30-days and customer will be given a store credit and will be required to pay de-installation and 30% of purchase price restocking fee.
STORAGE. Furniture with a deposit or that has been purchased will incur storage charges from 30-days of the purchase date. Furniture storage charges are based on a $.75 per square foot, per month of allocated space and are not prorated. Furniture will not be released for installation until storage fees (if any) are paid.
NEW FURNITURE. SELLER accepts no responsibility for manufacturers’ lead-times or freight companies’ delivery time and shall not be liable for any failure, delay, or interruption in performance caused by strikes, fires, shortages or labor or materials, or any other cause beyond our control. Pricing excludes the acceptance of liquidated damages of any type.
If applicable, installation will be during normal business hours, 8 AM – 5 PM, Monday – Friday. Installation requested by the customer or required by the building or local ordinances after hours or Saturday or Sunday will be billed at a rate equal to one and one half (1½) times the standard hourly labor rate. Holidays, including Saturday or Sunday, when they fall on a holiday will be billed at a rate of two (2) times SELLER standard hourly labor rate. Additional charges will also be incurred if union labor is required.
Site conditions that require any steps or stairs will result in additional hourly costs at a $27.50/hr. normal rate and $41.25 and if overtime rate.
LOADING WITHOUT INSTALLATION. If installation by Seller is not part of this Agreement, CUSTOMER may request SELLER’S assistance in loading purchased merchandise on CUSTOMER’S vehicles. SELLER’S assistance in loading will result in additional hourly costs at $27.50/hr normal 9AM-5PM and $41.25/hr overtime (after 5PM) and a minimum charge of one hour per installation technician. CUSTOMER is responsible for all packing materials and tie downs and for securing the load safely for transport. SELLER is not liable for any damage to the product in transit, unloading or during installation by the customer.
BASE BUILDING & ELECTRICAL.
All responsibilities involving the building structure or electrical connection, which incorporates product specified herein shall be borne by the customer.
Should SELLER be required to supply electricians or other specialists, the cost of such service shall be billed to the customer at cost plus a 1.1 markup, and is in no manner included in SELLER’ proposal. SELLER will accept no liability for work performed by other trades.
INSURANCE. SELLER carries insurance coverage common to and considered necessary for furniture installation. Certificates of Insurance will be provided upon request prior to contract. Should additional insurance and /or bid bond coverage be required, cost of such coverage will be invoiced to the customer as a separate charge. Said cost of additional insurance coverage is in no way included in the prices contained in SELLER’ invoice.
WALL HUNG FURNITURE. SELLER is not liable for any physical or property damage for installations by the end user that fail or if the wall mounted furniture installed by SELLER fails due to overloading or misuse by the customer.
KEYS. For used furniture with locks if key(s) exist they will be provided at no cost. If no key(s) exist SELLER can provide one per lock at a cost of $12.95 per key. If the replacement key does not work the client will not be charged and can either pay SELLER to provide and install a replacement lock core and key (price to be determined) or elect to engage their own locksmith.
CUBICLE INSTALLATIONS. For cubicle projects, the following specific conditions also apply:
Customer shall provide licensed electrician to connect base end cubicle feed to base building power.
Customer shall provide a low voltage cabling contractor to install the low voltage cable and outlet boxes in the cubicle bases.
Seller will check cubicle power after installation. Return trips to address power issues after installation due to power not being connected at time of install will be an additional hourly labor and trip charge.
Cubes are sold in as-is condition, unless otherwise noted.
Fabric panel cleaning, if purchased, is only for above the worksurface unless other arrangements have been made and noted in the invoice or quote.
Changes to the approved cubicle layout provided either by the Customer or Seller will result in additional labor and possible product charges as required to complete the installation.
Customer will be responsible for the cost for any additional parts or damaged existing parts related to existing cubicle reconfigurations.
REIMBURSABLE EXPENSES. SELLER shall be reimbursed by Customer for the following expenses at cost plus 1.1 mark-up: courier, overnight mail, out-of-town travel, presentation boards, CAD plots, blueprints, fax, photography, inventories, customization to asset tracking database, and other out-of-pocket expenses.
LIMITATION OF DAMAGES. SELLER shall not be liable for Customer’s loss of sales, revenue, income or profits arising out of, caused by or relating to Seller’s acts or omissions under this Agreement. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entry into this agreement.
DISPUTE RESOLUTION. In the event of a dispute between Seller and Customer, first, all such disputes shall be mediated by a mediator to be selected by mutual agreement of the parties. In the event the parties cannot agree on a mediator within fifteen (15) days of the receipt by either of written notice of the other requesting application of this paragraph, then each party shall designate a party within fifteen (15) days thereof by written notice to the other. Within fifteen (15) days thereof, the two parties selected then shall mutually designate a mediator for mediation of the dispute. The mediation shall continue from time to time until the dispute is resolved or the mediator has made a determination in writing that the dispute cannot be resolved through mediation and arbitration is recommended, provided that mediation may be terminated by either party upon fifteen (15) days’ notice given at any time on or after the sixty-first (61st) day after notice requesting application of this paragraph. The mediator shall recommend one or more arbitrators to the parties. Second, as necessary, the dispute shall be settled by arbitration administered according to rules of the American Arbitration Association, and the award of the arbitrator(s) may be entered as a judgment in court having jurisdiction thereof.
APPLICABILITY OF TERMS. All references to “SELLER” and “CUSTOMER” herein shall be deemed to include SELLER’s and CUSTOMER’s employees, representatives, nominees, agents, successors and/or assigns.
GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee.