VIA MOTIF SALES CONTRACT TERMS AND CONDITIONS
1. PRICES. Prices do not include any local or state sales tax, if applicable, or freight costs from Via Motif's warehouse, including container surcharges, if any. International purchasers are responsible for all import tariffs, duties, taxes or customs clearance fees. Prices quoted are valid up to 60 days unless quoted otherwise.
2. PURCHASE ORDERS. Via Motif sells only to qualified members of the trade. All orders must be submitted in writing.
3. PREPAYMENT. 100% prepayment upon receipt of proforma invoice is required for all orders billed outside of the USA and for domestic orders where stock is available for immediate shipment. In the case where goods need to be manufactured to order, a 50% deposit is required, with the balance due prior to shipment. Payment is accepted via company check, or wire transfer. A $35 fee will be charged for any returned checks.
4. DELAYS. The scheduled dates for shipment of the products are estimated based on current and anticipated manufacturing capabilities at the time of quotation and may be quoted as months after receipt of order. All delivery dates are estimates only, and Via Motif shall not be liable for any damages relating to failure to ship the products as of a certain date.
5. DESIGN AND OTHER CHANGES. Via Motif reserves the right to alter, change or modify the design and/or construction of any goods without notice and without incurring any obligation to furnish or install such alterations, changes or modifications on goods previously or subsequently sold. Via Motif's products are handcrafted, and, as such, slight variations in size, color and material are to be expected.
6. CHANGE ORDERS. Proposed changes in the goods subject to this Contract, submitted in writing by Purchaser, will be reviewed by Via Motif for acceptability and for the effect of the proposed changes on shipping schedules and prices. Via Motif will submit to Purchaser its decision to accept or not to accept the proposed changes and the amendments to the shipping schedules, selling prices and other terms upon which the proposed changes would be acceptable to Via Motif. The changes will become effective as amendments to this Contract upon Purchaser’s written acceptance of the said amended terms.
7. CANCELLATION. All sales are final. This Contract is not subject to cancellation by Purchaser except with Via Motif’s prior written agreement and after full payment by Purchaser of Via Motif’s cancellation charges which shall be equal to all amounts incurred by Via Motif for materials, labor and overhead in respect of the canceled goods plus reasonable fees and any other expenses associated with the Contract.
8. TRANSPORTATION AND DELIVERY. Unless otherwise agreed in writing, all deliveries of goods are F.O.B. Via Motif’s warehouse (container surcharge fees to be charged, if necessary). Via Motif assumes no liability for loss of or damage to the goods after shipment from Via Motif’s warehouse, and risk of loss with respect to the goods passes to Purchaser at the said F.O.B. point. Unless otherwise agreed in writing by Via Motif and Purchaser, shipments will be made via the most reasonable methods as determined in the sole discretion of Via Motif.
VIA MOTIF SALES CONTRACT TERMS AND CONDITIONS (continued)
9. MERCHANDISE DAMAGE OR DISCREPENCIES. Upon receipt of goods at Purchaser’s first delivery point, please examine your order in detail. Any damages or discrepancies in the order must be reported within ten (10 days) from the receipt of shipment.
All shipments are inspected, checked and well packed before leaving Via Motif's warehouse. Via Motif packages all shipments compliant to carrier specifications and therefore any damage that occurs may be solely through negligence of the carrier. All freight damage claims must be filed with the carrier by Purchaser; please contact Via Motif if a specific carrier’s Freight Claims Department information is needed.
- Visible Freight Damage: If shipment is delivered in a visibly damaged condition, insist on the carrier's written notation of this damage on carrier's packing slip or delivery receipt. Retain the outside carton and packing materials and the carrier will advise whether to hold the damaged item(s) for a physical inspection, return the item(s), or destroy the item(s). For visibly damaged merchandise, contact the carrier within five (5) days and request an inspection. Retain a record of all actions and correspondence with the carrier. Do not discard any cartons or inner packs so they may be inspected by the carrier for proper reimbursement.
- Concealed Freight Damage: Retain the outside carton and packing materials and the carrier will advise whether to hold the damaged item(s) for a physical inspection, return the item(s), or destroy the item(s). For concealed damaged merchandise, contact the carrier within five (5) days and request an inspection. Retain a record of all actions and correspondence with the carrier. Do not discard any cartons or inner packs so they may be inspected by the carrier for proper reimbursement.
10. MERCHANDISE RETURNS. Returns are acceptable only for errors for which Via Motif is responsible for a period up to but not exceeding ten (10) days from the receipt of shipment at the Purchaser’s first delivery point. All claims for shortages or other errors in delivery must be submitted in writing. Failure to give such written notice within ten (10) days from the date of receipt of shipment at the Purchaser’s first delivery point shall constitute unqualified acceptance and a waiver of all such claims.
Items must be returned in new condition and as originally packaged. Via Motif will accept no returns for any reason if original packaging is discarded.
11. WARRANTY. Via Motif is proud of its manufacturing capabilities and believe that our products exceed rigorous quality standards. To that end, Via Motif warranties its products for a period of 1 year from the date of receipt of shipment to the Purchaser’s first delivery point for defects in material or workmanship under normal use, care and maintenance. A warranty claim must be submitted, in writing, to Via Motif along with photos and, Purchaser may be asked by Via Motif to send the physical product which is being claimed as defective. Upon determination of a defect in material or workmanship by Via Motif, we will replace the product with goods that are identical or reasonably equivalent to the goods.
12. LIMITATIONS OF LIABILITY. Our sole liability for goods sold is limited, at our election, to the repair or replacement of goods, or repaying or crediting Purchaser for the purchase price of the goods plus any sales tax applicable. VIA MOTIF SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES OR EXPENSES DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF ANY PRODUCTS. ANY DAMAGES SHALL BE LIMITED TO DAMAGES AT LAW. ANY UNRESOLVED DISPUTES AND/OR DAMAGES WILL BE RESOLVED IN A STATE OR FEDERAL COURT LOCATED IN MIAMI-DADE COUNTY, FLORIDA.
No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of Via Motif which is not specifically set forth herein shall be binding upon Via Motif.
13. MISCELLANEOUS.
(a) The waiver by Via Motif of any term, provision or condition shall not be construed to be a waiver of any other terms, provisions or conditions, nor shall such waiver be deemed a waiver of a subsequent breach of the same term, condition or provision.
(b) This Contract and all questions of validity, interpretation, performance and nonperformance shall be governed by the laws of the State of Florida.
(c) Purchaser is hereby notified of Via Motif’s objection to any of Purchaser’s terms inconsistent herewith and to any additional terms proposed by Purchaser in accepting this Contract and such inconsistent or additional terms shall not become a part of this Contract unless expressly accepted in writing by Via Motif. Neither Via Motif’s subsequent lack of objection to any such terms, nor the delivery of goods covered, shall constitute or be deemed an agreement by Via Motif to any such terms.
(d) This Contract, supersedes all prior negotiations and understandings of the parties and contains the complete and final agreement between Via Motif and Purchaser concerning the subject matter herein and no other agreement in any way modifying any of the said terms and conditions will be binding upon Via Motif unless made in a writing specifically referring to this Contract and signed by Via Motif’s authorized representative.