SALES TERMS AND CONDITIONS (2020)
THESE SALES TERMS AND CONDITIONS (THESE “SALES TERMS”) GOVERN YOUR PURCHASE OF PRODUCTS AND SERVICES FROM SEASONAL LIVING TRADING, LTD. CO., A TEXAS LIMITED LIABILITY COMPANY (“SEASONAL LIVING”). READ THESE SALES TERMS CAREFULLY. BY PLACING AN ORDER AND ACCEPTING THE PRODUCTS, YOU ARE AGREEING TO THESE TERMS.
All orders placed by the Buyer with Seasonal Living shall constitute an offer to buy, under these Sales Terms, all products and services listed on the applicable order and shall be subject to acceptance by Seasonal Living. Acceptance by Buyer of product shipped shall constitute full acceptance of these Sales Terms.
WARRANTIES AND DISCLAIMERS
Seasonal Living does not manufacture any of the products offered on its website, in its catalogs or otherwise, and the availability of such products does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, Seasonal Living makes no warranties with respect to the products or services offered by Seasonal Living. However, certain products offered by Seasonal Living are covered by a manufacturer’s warranty included with products and supplied to Buyer at the time an order is acknowledged and at the time goods are shipped to Buyer. To obtain warranty service for defective products, please follow the instructions included in the applicable manufacturer’s warranty.
ALL PRODUCT SOLD BY SEASONAL LIVING IS SOLD “AS-IS”, AND SEASONAL LIVING EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, EXCEPT TO THE EXTENT SUCH DISCLAIMER MAY BE LIMITED BY APPLICABLE LAW. NO RETURNS, EXCHANGES, CREDITS OR REFUNDS WILL BE PROVIDED FOR ANY PRODUCT SOLD BY SEASONAL LIVING UNDER A SPECIAL / CLOSE OUT / SALE / DISCOUNTED PRICE (INDICATED ON THE INVOICE FOR SUCH SALE). YOU AGREE AND AFFIRM THAT SEASONAL LIVING SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF A MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
IT IS THE BUYER’S RESPONSIBILITY TO READ, UNDERSTAND AND FOLLOW ALL PRODUCT CARE INSTRUCTIONS, OPERATION, SAFETY, PRODUCT WARNINGS AND LIMITED WARRANTY INFORMATION, AND TO FURNISH THIS INFORMATION TO THEIR CUSTOMERS.
BUYER AGREES TO NOTIFY ITS CUSTOMERS THAT FAILURE TO ADHERE TO ALL INSTRUCTIONS & PRODUCT WARNINGS MAY VOID ANY WARRANTY ASSOCIATED WITH SUCH PRODUCT.
BUYER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SEASONAL LIVING AND ITS OFFICERS, MANAGERS, OWNERS, AGENTS, AND REPRESENTATIVES (TOGETHER, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES AND THE COSTS OF ENFORCEMENT OF THIS INDEMNIFICATION AND COST OF PURSUING ANY INSURANCE PROVIDERS, INCURRED OR SUSTAINED BY, OR IMPOSED UPON, ANY INDEMNIFIED PARTY BASED UPON, ARISING OUT OF, OR RELATING TO BUYER’S FAILURE TO FURNISH TO ITS CUSTOMERS ANY PRODUCT CARE INSTRUCTIONS, OPERATION, SAFETY, PRODUCT WARNINGS, LIMITED WARRANTY INFORMATION OR OTHER PRODUCT INFORMATION PROVIDED TO BUYER IN CONNECTION WITH A PRODUCT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SEASONAL LIVING BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFIT OR REVENUE OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH PERFORMANCE OR FAILURE TO PERFORM UNDER A SALE, OR FROM THE FURNISHING, PERFORMANCE, OR USE OF ANY GOODS OR SERVICES SOLD
Seasonal Living continually updates its products. SEASONAL LIVING MAY REVISE AND OR DISCONTINUE PRODUCTS AT ANY TIME WITHOUT ADVANCE NOTICE TO BUYERS. Products may deviate from their descriptions in marketing materials (ads, catalogs, specification sheets, etc.).
ACCURACY OF INFORMATION; HANDMADE PRODUCT VARIATION
Seasonal Living is not responsible for variations in color, dimensions and weights, as many products are handmade. Information provided relating to color, dimensions and weights is approximate. We can supply you with sample materials, but due to the nature of handmade product items, colors and finishes may vary – it is important that you understand that the finishes and colors of our handmade ceramic items, handmade copper items and concrete items will vary and we are not able to guarantee consistency of color, glaze and or finish. Acceptance of returns of any order due to variations of handmade product shall be in the sole discretion of Seasonal Living and may be made subject to Buyer’s payment of a restocking charge. If you have specific requirements, please contact us to determine whether we can accommodate your needs.
PLEASE CAREFULLY REVIEW YOUR SALES ORDER. MISTAKES DUE TO A BUYER’S FAILURE TO CAREFULLY REVIEW A SALES ORDER ARE THE BUYER’S RESPONSIBILITY. EXCEPT AS OTHERWISE PROVIDED IN THESE SALES TERMS, ONCE GOODS HAVE PICKED, PACKED OR SHIPPED, NO CHANGES, REFUNDS OR CREDITS WILL BE MADE BY SEASONAL LIVING SO LONG AS THE GOODS CONFORM TO THE SALES ORDER.
Our pricing policies vary by distribution channels, minimum opening orders and repeat spend per year:
MINIMUM ORDER SPEND
Seasonal Living requires a minimum spend of US$500 for every order. No order can be
accepted if it is below this amount with the exception of product care items (sealers, coatings, covers etc.).
MSRP PRICING POLICY
The manufacturer’s suggested retail price (MSRP), list price or recommended retail price (RRP) of a product is the price that Seasonal Living recommends for retail sale of the product. The intention is to standardize prices among locations. Seasonal Living issues an MSRP price list to all of its qualified Buyers. Seasonal Living uses its MSRP price list to set pricing discounts for the Design Trade based on our assumptions concerning the volume and type of business provided by Design Trade Buyers. In some cases, a minimal opening US Dollar spend is required for certain Design Trade Buyers.
STOCKING DEALER PRICING
Stocking Dealer prices are specifically designed for brick and mortar retailers (i.e. commercial retail buildings “open to the general public” during normal business hours). This pricing assumes retailers will purchase on a repeat and consistent volume order basis, providing Seasonal Living with a higher turnover and consistent levels of purchasing dollars. The annual minimum opening price for retailers is US$3,000.00 with a requirement that an additional US$9,000.00 be purchased within a full twelve (12) month period of the account being established. Each calendar year, Stocking Dealers are required to purchase a minimum of US$9,000 to retain this pricing level. Failure to maintain this US Dollar purchasing level will result in Stocking Dealers having to reopen their account at the US$3,000.00 minimum and meet the additional minimum re-spend of US$9,000.00 within the same calendar year. Should Seasonal Living determine that a Design Trade client has received Stocking Dealer pricing, Seasonal Living has the sole discretion to determine whether to honor that pricing or require the Design Trade client to purchase at MSRP pricing with a discount as described in our MSRP pricing Policy.
E-TAILER OR ON-LINE WORLDWIDE WEB RETAILER PRICING
This pricing level is for online retailers who offer Seasonal Living products online. Seasonal Living has adopted a Minimum Advertised Price (MAP) policy (Internet Retailer Pricing or “IRP” Policy), applicable to all online/worldwide web resellers AND to retailers with bricks and mortar stores who sell Seasonal Living product online (physical retail store locations) (collectively, e-tailers), for all products manufactured and sold by Seasonal Living. The MAP / IRP Policy adopted by Seasonal Living applies to all online retailers and distributors who resell Seasonal Living products to end users or to any person(s) or entity that advertises or otherwise promotes these products online. Re-sellers are free to establish their own advertised and resale prices so long as they comply with the MAP (Minimum Advertised Pricing) or IRP Pricing Policy Guidelines. The MAP & IRP Policy is non-negotiable and will not be altered for any e-tailer or any form of distributor selling Seasonal Living products through electronic distribution channels. Failure to comply with Seasonal Living’s MAP or IRP pricing policy will result in the e-tailer’s being denied further product shipments. For a detailed IRP or MAP policy, contact Seasonal Living.
PROMOTIONAL/ CLOSE OUT /SPECIAL PRICING /DISCOUNTED PRICING / SCRATCH N’-DENT.
From time to time, Seasonal Living may provide special promotional pricing and offers that are valid for a limited offer period. Special pricing or other discounted pricing promotions cannot be combined at any time. Payment is due in full at the time of order confirmation for discounted orders. At its sole discretion, Seasonal Living reserves the right to offer promotional or other discounted pricing directly to the general public. No Warranty is included with discounted product.
Seasonal Living offers further volume and or container pricing. (See Container Orders below). For details on Volume Pricing, contact us via e-mail at: Service@Seasonalliving.com.
PRICES ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT ADVANCE NOTIFICATION. Seasonal Living reserves the right to update its prices. When you submit your purchase order, prices will be re-confirmed to you. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your invoice.
Seasonal Living will correct any pricing errors when they are discovered. Seasonal Living will honor prices shown on its Sales Order Acknowledgments even if the price is incorrect (Exceptions to this policy apply to Design trade Buyers who position themselves as Stocking Dealers [See above]). When Seasonal Living honors a pricing error, it will be for that order only. All future orders will be at corrected pricing.
THE ORDER PROCESS
If you choose to request a pricing quote from Seasonal Living, note that quoted prices are subject to correction or change at any time until an order is confirmed with a Seasonal Living Sales Order Acknowledgment. Seasonal Living is not obligated in any way to be bound by quoted prices as final/confirmed prices.
IF BUYER PLACES AN ORDER FOR PRODUCT WITH SEASONAL LIVING, BUYER AGREES TO ABIDE BY THE FOLLOWING ORDER PROCESS:
Buyer will provide Seasonal Living with a copy of Buyer’s re-seller tax identification (a scanned, or faxed copy is acceptable) prior to or at the time that Buyer places first order with Seasonal Living in each calendar year. Each year, Seasonal Living will ask Buyer to resubmit Buyer’s re-seller tax identification. Buyer will submit a Purchase Order in writing to Seasonal Living through e-mail (in the form of a .PDF Document), fax, US mail, SeasonalLiving.com or via an authorized independent sales representative of Seasonal Living (an “Independent Representative”). Once we receive Buyer’s Purchase Order, we will send Buyer a Sales Order Acknowledgement that confirms the current price and estimated lead time of the product (Lead times may vary from what we advise based on third party logistics, Buyer should plan for added time should Buyer need product by a specific date. Seasonal Living cannot be held responsible for delays – we provide Buyer with lead times based on the best information we have at the time of the Sales Order confirmation). The Sales Order Acknowledgment is the only confirmation that permits Buyer’s Order to be processed. If Buyer places an order at a Trade Show or similar venue, Buyer will initially receive a hand-written Sales Order, and after the Trade Show is completed, Buyer will receive a computer-generated Sales Order Acknowledgment, the final Contract between Buyer and Seasonal Living. A Sales Order is not an Invoice. Invoices are generated at the time product ships from our warehouse. If Buyer requires an invoice to enable payment for product, please contact us and advise. By purchasing product from Seasonal Living, Buyer acknowledges and agree that the Sales Order Acknowledgment is the ONLY form of acceptance of Buyer’s order.
CHANGES OR CANCELLATIONS
Any additions, quantity changes, or changes in specifications of accepted orders will generate a new Sales Order Acknowledgement for the entire order and the possibility of a new scheduled shipment date. All sales are final. Item cancellations and quantity reductions may be made at least 3 business days prior to the scheduled shipment date (Unless Buyer’s order has been picked and packed) for most purchases, except for custom or discounted purchases. We may delay or cancel any accepted order before shipment if our credit department does not approve of Buyer’s credit or payment history. Buyer’s order may also be cancelled in the event that Buyer’s account (with Seasonal Living) is not current and paid in full.
Seasonal Living may, in its sole discretion, reserve product for a prospective Buyer for a limited period of time (up to and including 5 days from the date that Seasonal Living notifies Buyer that the product is reserved), subject to payment of a non-refundable deposit of 35% of the purchase price for such product. If the product is not paid for in full within the reserved period, Seasonal Living may sell the product. Furthermore, in such an event, you will have forfeited your right to the deposit, and you will not receive credit for the deposit against future orders.
Seasonal Living will accept orders for items and colors that are not normally stocked. Special order purchases cannot be cancelled once the order is confirmed. All special orders require a 50% deposit or payment in full with the balance due in full before goods are shipped from Seasonal Living’s manufacturing facilities.
CUSTOM ORDERS, SPECIAL ORDER ITEMS AND MADE TO ORDER PRODUCT
Custom orders require the following:
• Detailed drawings including dimensions in millimeters and in inches, with final written authorization from Buyer to begin manufacture of the custom product. Buyer is responsible for the accuracy of the drawings.
• Correct, accurate and professional to scale drawings are the only accepted form. Seasonal Living is not able to accept incomplete drawings and will not guess or make suggestions.
• Seasonal Living is not qualified to draw or design custom product for Buyer.
• Color to USA Pantone references (Pantone Ref # and Pantone Name are required) OR in the event of a fabric, complete fabric details including brand, SKU # and fabric name.
• Satisfaction of the minimum order quantity for the particular custom item (contact Seasonal Living for specific quantity requirements).
• A 50% non-refundable deposit, due at the time the order is confirmed by Buyer. No custom order will be processed prior to receipt of the deposit by Seasonal Living. The balance is due either at the time the product ships from the Seasonal Living warehouse (or factory) or once Seasonal Living confirms in writing that Buyer’s overseas manufactured custom order is ready for shipment. Pricing for custom orders will be quoted on a case-by-case basis and submitted to Buyer in writing for approval and acceptance. Custom orders incur specific shipping charges. Shipping charges fluctuate according to demand for container or cargo space. Seasonal Living reserves the right to pass on all increases in cargo/shipping charges to Buyer.
• All Special Order Only and Custom Orders once confirmed are non-cancellable and non-refundable (including deposits). We cannot accept returns, requests for credit or exchanges on Available by Special Order Only or Custom Orders. Lead times on Special Order Only or Custom Orders will vary. We will provide an estimated delivery date, but we cannot guarantee a delivery date. Any Special Order Only and Custom Orders received by Seasonal Living into its warehouse held by Seasonal Living for more than 7 days after notification to Buyer will, be forfeited by Buyer, without any refunds or additional notices due to the Buyer. If Buyer contacts Seasonal Living after expiration of the 7-day period, and if the product is still available, then Buyer will be charged a 30.0 percent (of product cost) plus handling and storage fees.
Seasonal Living accepts Container Orders. Our Product Catalog and website provides Buyer with a guide to Net, Gross and CBM dimensional information which will permit Buyer to provide Seasonal Living with initial breakdown of Container Order. Seasonal Living will work with its manufacturing facility to try to ensure that ordered items can fit into client specified container size. Buyer understands and acknowledges that container orders may result in a 10-15% of product that may not be accommodated on the container due to Seasonal Living’s inability to fit items perfectly (despite the use of computer-generated container modelling). In the event that a larger container or one or more additional containers are needed, Buyer shall be responsible for all additional costs associated with the larger or additional containers. For all Container Orders, we require at the time of order confirmation of the following:
• Detailed Billing Company Name and Address/Contact Information
• Detailed Ship To address information (Address, contact person, telephone / fax numbers, e-mail addresses).
• A detailed and complete Purchase Order including Seasonal Living Product/SKU Number, Product Name, colors and product dimensional information.
• A non-refundable, non-cancellable 50% deposit is required to place your container order into production. Production will not commence until we have received the deposit and confirmed receipt in writing to you. Your order will not be processed prior to receipt of the deposit.
• At the time of order placement, Seasonal Living will provide you with an estimated delivery window / time frame, but Seasonal Living cannot guarantee a final delivery date even when the container has landed in delivery country and has cleared Customs. Any dates provided are approximate only.
• Container delivery dates are hard to accurately forecast, Buyer understands that container delivery dates can vary plus or minus (20) twenty days. Seasonal Living will do its best to communicate on a regular basis (to Buyer) the status of the container delivery. In the event that Buyer is not ready to receive container order, Buyer understands and agrees to payment of any and all storage charges by the steam ship company. Storage charges can vary dramatically day-to-day depending upon the steam ship’s storage charge policies. Seasonal Living will do its best to communicate to Buyer storage charges and increasing storage charges. Sometimes, the steam ship company will provide little to no advance warning of increasing charges. Seasonal Living will do its best to communicate those additional charges as and when it receives notification from the steamship company. Buyer must settle all storage and related charges before delivery of the container.
• Buyer is solely responsible for providing to Seasonal Living (in writing) complete and up to date details of destination Government (Local, State and Federal) requirements e.g. Certificate of Origin, Fumigation, use of wood packaging, country of origin labeling, side marks etc. Errors or omissions are at client’s own expense. At a minimum this information needs to be sent via e-mail (and you must receive an acknowledgment) at least 6 weeks before container begins to be packed.
• Buyer is also solely responsible to ensure that any ordered product is in compliance with local, state and or federal government requirements applicable to Buyer, including, but not limited to: California Proposition 65, Fire Standards, Law Labels, Law Packaging Labels and any other requirements that relate to where or how the product is labeled, packaged, stored, sold, merchandised or displayed. All of this information is required to be included in writing on the Buyer’s Purchase Order. If any of this type of information is not included, Seasonal Living will assume that no additional requirements are needed. Buyer is solely responsible for ensuring that these requirements are carefully defined and identified on all Purchase Orders.
• Complete freight forwarder contact information (Name of Company, contact person, complete address, telephone and fax numbers, e-mail address).
• At the time of providing Seasonal Living with its written Purchase Order, Buyer must advise Seasonal Living if it plans to arrange for container to be shipped from Country of Origin or if it would prefer Seasonal Living to arrange for shipment. Should Buyer choose to ship the container through a third party, Buyer assumes all responsibility for damage as it relates to damage or loss of product and the container. Seasonal Living encourages Buyer to arrange good and thorough marine insurance coverage for all container orders that are shipped and or handled by Buyer and or its agents. Additionally, IF Buyer chooses to ship its Container Order through a third party, Seasonal Living will charge Buyer a handling fee, which will be communicated to the Buyer before the Buyer’s order is processed.
• Balance of payment is due once Seasonal Living advises Buyer that all ordered product has been manufactured and goods are ready for shipment. Goods will not be shipped until Seasonal Living has received full payment of all amounts owing with respect to the order. Any financial losses incurred by Seasonal Living or by Buyer due to late or delayed payment by Buyer to Seasonal Living are the responsibility of Buyer.
• Buyer is solely responsible for all fees relating to their purchase, including, but not limited to, importation fees, storage fees, customs fees, drayage charges, additional unloading container time hours beyond what is permitted, customs fees and related charges, penalties due to lack of written information provided by Buyer, examination charges, and local, state and federal charges and taxes.
• Unless otherwise advised in writing by Seasonal Living (on the Seasonal Living Sales Order Acknowledgment), Buyer has a maximum of two (2) hours to unload all delivered containers. At the end of the second hour, charges will automatically commence. In the event of any dispute of hours incurred, the signed receipt of the container will prevail where the delivery time and departure time is notated.
• Buyer agrees to sweep and clean down the entire interior of all containers delivered to its ship to address. Charges will apply for all containers returned dirty and including other debris.
• Buyer has three (3) days to open and inspect the entire container order shipped by Seasonal Living. All damage to packaging and product must be catalogued, and photographed, with complete detail provided to Seasonal Living within this period. Failure to completely inspect all shipped product (and notify Seasonal Living in writing with complete details and photographic evidence) within this three (3) day period will forfeit any claim of damaged product. Seasonal Living strongly recommends that Buyer obtains insurance coverage for damage during shipment. Seasonal Living is not responsible for any damage incurred during shipment or during unloading or the unpacking process.
• Packing of product will be per Seasonal Living’s standards. Should Buyer determine that Buyer requires additional or different packaging, Seasonal Living will provide a written quote for Buyer detailing additional charges. Seasonal Living chooses to follow recommendations made to it by the manufacturer of the products. Unless Buyer advises Seasonal Living to the contrary, Seasonal Living will pack to the manufacturer’s standard which the manufacturer and Seasonal Living consider sufficiently packed for trans-oceanic container shipment. Seasonal Living will have no liability whatsoever in connection with or resulting from modifications to packaging requested by Buyer.
Seasonal Living is able to accept orders from countries around the world. We permit only full container purchases from countries outside of the North American geographical region, Mexico and the Caribbean. In some instances, Seasonal Living may permit Buyer to combine shipments from different manufacturers in the same container so long as the product Buyer is purchasing originates in the same country. Buyer assumes all additional costs and risks of container consolidation. Buyer is responsible for providing Seasonal Living with any specific requirements regarding Customs entry. Seasonal Living will provide details on Buyer’s invoice that defines “Country of Origin”. Any other special requests such as country of origin labels, security filing, fumigation certificates, CITES Certificates or any other special requirement that will be required to allow Buyer’s product to enter into Buyer’s country is Buyer’s sole responsibility.
FAILURE TO PROVIDE SEASONAL LIVING WITH INFORMATION WITH RESPECT TO THE CORRECT NATIONAL/FEDERAL, STATE OR LOCAL GOVERNMENT ENTRY REQUIREMENTS (INCLUDING ALL LAW OR OTHER LABELLING REQUIREMENTS) IS AT BUYER’S RISK.
BACK ORDERED PRODUCT
Occasionally, the Seasonal Living warehouse will be out of stock/back ordered on some of its stocked products. We will notify Buyer on the Sales Order Acknowledgment that your ordered product is back ordered, and we will advise Buyer of an approximate date when your back ordered product will be shipped. If a Product is back ordered by more than 30 days, we will ask that Buyer either cancels that backordered item OR provides us with a 30% non-refundable, non-creditable, non-cancellable deposit for Buyer to retain the back-ordered product item(s). If we do not receive Buyer’s financial deposit within 7 days of forwarding Buyer the original Sales Order Acknowledgment, we will automatically cancel the back ordered item(s) and e-mail Buyer the order of Cancellation for those specific items. Note: We are specifically reserving product for you (the Buyer). This deposit requirement ONLY applies to Buyers who do not have established credit terms with Seasonal Living.
PRODUCT CARE, PRODUCT WARNINGS, IMPORTANT INFORMATION & LIMITED MANUFACTURER’S WARRANTY
• All products require on-going care and regular maintenance to maintain the product.
• Seasonal Living provides detailed information to its customers to help the final (end) customer understand how to care for and how the product is intended to be used.
• Seasonal Living is not able to monitor, control or communicate to any customer (end user) with respect to how they use, assemble or store the products. We can only indicate and make you, the Buyer, aware and provide information so that you, the Buyer, can select, recommend and use the product for the right customer and for the right purpose.
• Buyer must show due diligence and care, and it is Buyer’s sole obligation and responsibility, to make certain that Buyer makes every effort to reliably communicate Seasonal Living’s Product Care Instructions, Product Warnings, all operational and assembly instructions and the Limited Manufacturer’s Warranty to customers and end users of each product.
• WE STRONGLY RECOMMEND THAT BUYER USES RECODING SERVICES SUCH AS DOCUSIGN TO RECORD DELIVERY OF ALL IMPORTANT INFORMATION AND SECURELY MAINTAINS AND STORES ALL INFORMATION THAT IS PASSED TO ITS CUSTOMER.
Product Care Instructions, Product Warnings & the Limited Manufacturer’s Warranty are available to Buyer from the following sources:
• On our website at: www.SeasonalLiving.com.
• From our main office (Austin, Texas, USA) or through one of the Independent Sales Representatives.
• This important information is included in electronic form which is emailed to the Buyer or its agent with the Seasonal Living Sales Order Acknowledgment and with the Seasonal Living final invoice.
• A physical, printed copy is shipped with the Buyer’s Product Order. This important information can be located in an envelope located next to the Packing List on the Master Pallet.
SEASONAL LIVING IS NOT RESPONSIBLE FOR PRODUCT STAINING OR OTHER PRODUCT PROBLEMS BECAUSE BUYER, ANY OF BUYER’S CUSTOMERS, OR ANY OTHER SIMILARLY SITUATED PARTY HAS FAILED TO READ AND PROPERLY CARE FOR THE PRODUCT OR USE THE PRODUCT IN THE MANNER IN WHICH THE PRODUCT IS DESCRIBED FOR USE ACCORDING TO THE APPLICABLE PRODUCT CARE INSTRUCTIONS, ASSEMBLY INSTRUCTIONS, PRODUCT WARNINGS (IF ANY), USER MANUALS OR LIMITED MANUFACTURER WARRANTY INFORMATION.
BUYER SHALL ENSURE THAT EACH OF ITS OWN CUSTOMERS WHO PURCHASE SEASONAL LIVING PRODUCT WILL BE PROVIDED WITH THE COMPLETE SEASONAL LIVING: ASSEMBLY INSTRUCTIONS, PRODUCT CARE INSTRUCTIONS, PRODUCT WARNINGS, SEASONAL LIVING USER OPERATING MANUALS AND PRODUCT WARRANTY INFORMATION AS IT RELATES TO THE CUSTOMER’S PURCHASE, AND ANY OTHER DOCUMENTATION PROVIDED BY SEASONAL LIVING TO BUYER IN CONNECTION WITH ANY PRODUCT.
FAILURE TO PROPERLY MAINTAIN, REASONABLY USE OR CARE FOR A PRODUCT ACCORDING TO OUR PRODUCT CARE INSTRUCTIONS WILL VOID ANY WARRANTY ASSOCIATED WITH SUCH PRODUCT.
COMMERCIAL (contract) VS. RESIDENTIAL GRADE PRODUCTS
Some of Seasonal Living’s Product selection may be suitable for commercial use (hospitality, food and beverage etc.). Buyer must specify on its written order that the Product is to be used for commercial (contract) use. Where possible, Seasonal Living will indicate on its website if the product is suitable for commercial use. Should Buyer specify commercial / contract grade product, then Buyer must define for Seasonal Living what its commercial / contract grade requirements are. Seasonal Living is not able to confirm that any of its product will meet all universal commercial / contract grade requirements. In the event that Buyer requires specific test and or laboratory reports, then fees will be assessed for each test protocol required. Should Buyer purchase any product that is not specifically identified for commercial / contract use, then the Limited Manufacturer’s Warranty will not apply unless agreed to in writing by Seasonal Living.
GENERAL. Payment in full must be made at the time of order unless credit terms have been established with Seasonal Living (please contact us to apply for credit terms – Credit facilities are only available to stocking dealers (as defined) or to Design Trade Showrooms). For orders placed outside of the U.S. and Canada, the only acceptable forms of payment are: Wire Transfer or full payment in cash (US Dollars) only. For orders placed within the U.S. and Canada, we accept the following forms of payment: US Dollars, wire transfer, business checks and the following credit cards: Visa, MasterCard and American Express only. Seasonal Living will charge credit cards upon an order being processed at the Seasonal Living Warehouse or for a deposit. Product is shipped only upon receipt of full payment or subject to credit terms agreed in advance with Seasonal Living. Credit terms may be given, withheld, or conditioned in the sole and absolute discretion of Seasonal Living. A copy of your PAID INVOICE(S) for both your product and shipping charges will be emailed to you the same day we ship the product to you. Container and Custom orders will be invoiced at different times depending on when we receive payment and when product ships. Additional shipping charges may apply for custom orders shipping from another part of the United States.
TIMING OF PAYMENT
Unless you have established credit terms with Seasonal Living, upon presentation of your Sales Order Acknowledgement OR an e-mail advising that your product is ready for processing at the Seasonal Living warehouse you are required to provide payment in full. IF YOU DO NOT PROVIDE PAYMENT IN FULL WITHIN 4 BUSINESS DAYS OF RECEIPT OF YOUR SALES ORDER ACKNOWLEDGMENT OR EMAIL NOTIFICATION, your Order will be cancelled and you will receive a notice of Order Cancellation. If you wish to reorder, you will be required to generate a new Purchase Order, subject to product availability.
LATE PAYMENT FEES
In the event that you fail to settle your accounts when they become due to Seasonal Living, we will charge a late payment fee in the amount of 7.0 percent per month on all overdue amounts (this percentage is subject to change). These fees must be settled in full before Seasonal Living will engage in further business transactions with you. Additionally, you agree to pay the costs of any credit collection agency and legal fees incurred by Seasonal Living to collect late payments from you.
FEE FOR RETURNED CHECKS
Checks returned to Seasonal Living for lack of sufficient funds will automatically be charged a US$499.00 banking charge plus a US$50.00 re-processing fee.
CONVENIENCE FEE FOR ALL CREDIT CARD CHARGES
Seasonal Living will charge a two and a half percent (2.5%) convenience charge for all credit card charges. If you prefer to settle any charges by direct wire transfer, contact us for details.
FEE FOR DECLINED CREDIT CARD CHARGES
If Seasonal Living has to contact Buyer more than once (via e-mail) that your credit card has been declined; Seasonal Living will charge Buyer an administrative fee of US$25 per credit card decline. Seasonal Living will provide Buyer with a copy of Buyer’s credit card declined charge each time we levy a charge. All credit card fees for declined charges must be settled before we ship goods to Buyer. In the event that Buyer chooses to cancel the order, these credit card declined fees will remain on Buyer’s account and must be settled before we can accept any new orders. Should your credit card be declined more than 3 times, we will send you a final email and then close your order (custom orders or deposit paid orders exempt) and you will receive an e-mail from us with a copy of your closed order along with fees charged for credit card declines.
IN STORE CREDITS
Seasonal Living may occasionally issue In-store Credits, which expire if not used within 6 months from date of issue.
CREDITS VS. REFUNDS
Generally, Seasonal Living only issues Credits (defined as a sum of money that is credited to the Buyer’s Seasonal Living account). In rare circumstances, a refund in the form of a cash or credit card payment may be issued by Seasonal Living in its sole discretion.
STORAGE/FAILURE TO COLLECT PRODUCT
On occasion, Seasonal Living may at its sole discretion agree to store in-stock product paid in full for a maximum of seven (7) days before storage charges will automatically be applied to the account. Storage fees will be (10%) ten percent of the invoice total (Excluding any handling or shipping charges). All storage fees must be settled in full prior to shipment of product. It is Seasonal Living’s right to determine the duration of the storage period. In the event Buyer does not return to Seasonal Living’s warehouse to collect the product after the agreed upon date of the storage term, Seasonal Living reserves the right to charge the Buyer a monthly storage fee (to be determined by Seasonal Living) to store the product (this fee will vary depending upon the amount or volume of product to be stored). These charges are due in full upon the Buyer returning to collect the product.
Product will not be released until all fees and charges have been settled. Seasonal Living assumes no responsibility for any damage or loss to purchased product stored beyond the agreed upon storage period. In the event that goods remain unclaimed for a period of 12 months from the purchase date, Seasonal Living reserves the right to sell and dispose of the purchased goods at its own discretion.
TITLE TO PRODUCTS
Title to product(s) passes from Seasonal Living to Buyer upon shipment of product from the Seasonal Living warehouse or from the factory.
AUTOMATIC SHIPMENT OF PRODUCT
To expedite shipping of Buyer’s product (Unless you notify us in writing to the contrary) we will automatically ship Buyer’s product, subject to the payment terms set forth herein. We will be providing Buyer with the best estimated shipping charges which will be shown on Buyer’s Quote or the Seasonal Living Sales Order Acknowledgement. In the event that the shipping estimate exceeds (25%) twenty-five percent of the product costs, Buyer will be notified via e-mail. If we do not hear back from Buyer within 48 hours of the e-mail notification, the order will be eligible for shipping and Buyer will be invoiced the shipping charges.
Upon order confirmation, Seasonal Living will automatically ship all in-stock product and ship back-ordered product as it becomes available. Requests to hold for complete shipment may result in storage fees. Shipping is FOB point of origin of the Products unless otherwise agreed (or advised on your Sales Order Acknowledgment) in writing between both parties. Seasonal Living is not liable for any delays in shipping. By agreeing to Seasonal Living shipping your product, Buyer agrees that Seasonal Living will select shipping carrier and most appropriate form of shipment.
Seasonal Living uses third party independent common carriers to transport Buyer’s product from its warehouse or manufacturing facilities. Buyer understands and acknowledges that terms stated herein are set by the common carriers / shipping companies. These terms are non-negotiable. If Buyer fails to follow terms as set forth, Buyer agrees that shipping claims will be denied.
Product prices do not include handling and shipping charges. Assuming that (at the time of order placement) you have provided Seasonal Living with written accurate and complete detailed shipping information; we will provide you with a written Shipping Estimate. This shipping estimate is subject to change until Buyer’s order is confirmed and ready for shipment.
After Sales Order confirmation, all shipping quotes are valid for (20) twenty days only.
Seasonal Living will notify you by e-mail once your product has shipped. Seasonal Living will provide you with a copy of your PAID invoice. In addition, Seasonal Living will provide you with a tracking number (not applicable to Container Orders). Delivery times vary and deliveries only take place Monday through Friday. Commercial delivery Buyers will not receive notice as to when their shipment will be delivered unless they specifically request this additional service in writing at the time of order. Commercial address deliveries will be made during normal business hours. Seasonal Living does not offer any form of residential delivery (other than through White Glove or for select FedEx or similar shipments). If Buyer wishes residential delivery, then Buyer must provide Seasonal Living with a third-party commercial furniture handling / delivery service OR use a White Glove Service (Read: White Glove Service). Only items that can ship residential are via UPS or FedEx type services. In the event that Buyer specifies a residential address that is not for White Glove Service, Seasonal Living will levy a penalty charge of $200 per delivery to cover Seasonal Living administrative costs related to handling a residential delivery. The penalty charge is due before the shipment is re-directed to a residential address and is in addition to the shipping charges that were assessed prior to shipment from the Seasonal Living warehouse or factories.
Standard delivery to a business address means delivery to Buyer’s commercial loading dock (unless otherwise specified). Most shipments are heavy and if you do not have a loading dock, we recommend that you request a lift gate service. The delivery companies do not provide enough manpower to off-load your product without the ability to move it on to a loading dock or on to a lift gate. If you do not indicate your delivery requirements and the delivery company needs to provide additional services, you agree that Seasonal Living may charge you/Buyer’s credit card on file for additional delivery services.
You may incur additional shipping charges if you do not provide detailed written information to us regarding the shipping address. For example, if you reside or your business is located in an area that does not provide easy road or street access for a large delivery vehicle you must advise us of this information in advance or the shipping company will charge additional fees which will automatically be charged back to you or to the credit card you provided for payment of shipping charges. Any special delivery requirements must be clearly set forth in writing at the time of order placement.
SHIPPING RATES & DELIVERY
“Less than Load” (LTL) rates are based on the calculated density and / or freight class as determined by the National Motor Freight Corporation (NMFC) and are weight, class and dimensional based. All displayed transit times are estimates only and do not include day of pick-up of product from Seasonal Living. LTL shipments are not guaranteed delivery dates. Should you require a guaranteed delivery date, Buyer will be charged a higher shipping rate and the guaranteed date of delivery must be indicated on the original Purchase Order from Buyer. If this date is not indicated, then shipment delivery date is not guaranteed. If a freight shipment includes over-dimensional freight, additional charges and transit days may apply.
Seasonal Living reserves the right to amend, adjust or apply additional charges to Buyer’s account upon any of the following events occurring:
1) If the original quoted amount was based upon incorrect or incomplete information provided by the Buyer on the Purchase Order.
2) If additional services by the LTL / common carrier were required either directed by the Buyer or receiving Buyer OR determined by the carrier.
All disputes by Buyer (regarding all shipping and related charges) must be made in writing to Seasonal Living, clearly indicating the full extent of the disputed charging issues. All claims must be made within 30 days from the date of the freight delivery. Any claim outside of the 30 day notification window will be void.
In the event that Buyer chooses to arrange transportation of goods with a carrier that Buyer contracts with, Seasonal Living will levy a handling charge to cover packing and preparing the shipment. At a minimum, this amount will not be less than US$5075.00 per order and depending upon the volume of the order, this may to a maximum of US$250.00$XX
If Buyer chooses to cancel all or part of an order once it has been released for order picking, Buyer will be charged a (35%) thirty-five percent re-stocking charge PLUS any charges incurred to stop any shipment in process and all related shipping charges.
WHITE GLOVE SERVICE
Seasonal Living can arrange for White Glove Services. It is Buyer’s responsibility to provide (at time of placing Buyer’s order) the following and complete information:
• Detailed address and contact telephone number for appointment scheduling and delivery location.
• Any information pertaining to or that may limit vehicle or unloading access in / to the delivery address.
• Exactly what type of White Glove Service is required including, but not limited to, the exact delivery point, how you want the product unpacked, where product is to be located (e.g. which room, indoors or outdoors), how many flights of stairs are involved to deliver to your specified area, and instructions relating to unpacking and packaging material removal. We reserve the right to charge you for additional requirements that are not expressly requested and agreed to prior to delivery. Should Buyer require White Glove Service, Buyer must contact Seasonal Living to provide Buyer with White Glove Service Order Form.
If inaccurate or missing information pertaining to this service is provided to Seasonal Living by the White Glove Service, then Buyer agrees to Seasonal Living being paid the difference for the lack of the correct information as supplied by the Buyer.
If you receive a package in error or receive the wrong product(s), please contact us within 48 (forty-eight) hours of receiving the package to arrange for a pickup and re-shipment of the correct products with no charge for shipping. Do not dispose of any packing materials or you will be required to pay for the packing materials necessary to repackage the product for return shipping.
In the event Buyer authorizes delivery access through adjacent properties for delivery, Buyer represents it has obtained permission from the owners of such adjacent properties and agrees to hold Seasonal Living harmless for any liability or damages incurred as a result of the use of such adjacent properties.
INSTALLATION AND ASSEMBLY
Installation and assembly shall be the responsibility of the Buyer and Buyer shall be responsible for all assembly needed to install product. You must read all product operation manuals, manufacturer instructions, warning labels, assembly instructions and other materials provided to you. Additionally, Buyers agrees to furnish all assembly instructions, User Manuals and any other sources of information to assist Buyer’s customers to safely set up, install and/or operate products in a safe manner. Certain products may require installation by a professional installation service or contractor. Buyer agrees to abide by all such requirements with respect to professional installation of products and to inform all of Buyer’s customers of such installation requirements.
RECEIPT OF DAMAGED PRODUCT
When Seasonal Living ships product from the Seasonal Living warehouse, title / ownership of product automatically transfers to the Buyer. As such, Buyer is responsible to process damaged product claims with the delivery carrier OR within Seasonal Living’s damage claim system. Details available upon request. Seasonal Living may, (but is not required), to assist you with processing a claim with the carrier for damage to product during shipment, provided you closely adhere to the following requirements:
• Upon delivery of all product to the “Ship To” address (As shown on the Bill of Lading), Buyer, its agent or Buyer’s customer is required to carefully inspect all product packaging of the entire shipment. If Buyer notices any tears, rips or any damage (of any kind) to the outer packaging, we encourage you to investigate further while the delivery driver is still present. ALL DAMAGES to the outer packaging MUST be notified on the original Bill of Lading (produced by the delivery driver). All notes of any damage to outer packaging must be initialed for by the delivery driver. Failure to do so may result in any claim being denied by the delivery company.
• WE STRONGLY RECOMMEND THAT YOUR RECEIVING PARTY PHOTOGRAPHS THE ENTIRE SHIPMENT AT THE TIME IT IS UNLOADED FROM THE DELIVERY TRUCK AND WHILE THE DELIVERY DRIVER IS STILL PRESENT. Retain all photographs until you have completed all detailed inspections of the product.
• If your product is being forwarded on to another destination, Seasonal Living’s shipping damage claim obligation ends at the initial delivery address that Buyer directs Seasonal Living to ship product order to. BUYER MUST CHECK PRODUCT AT THE INITIAL DELIVERY ADDRESS for shipping damage – Seasonal Living cannot be held accountable for damage that may arise from multi-destination shipments. Seasonal Living recommends that Buyer obtains additional shipping insurance for onward shipments.
• Failure to inspect upon delivery constitutes a waiver of Buyer’s rights of inspection and shall be equivalent to acceptance of the goods.
• If Buyer believes product is damaged, Seasonal Living encourages Buyer to open and inspect for damage while the delivery driver is still present. Again, all damage must be noted on the delivery notification form and signed for by the delivery driver. Freight companies use the signed bill of lading/delivery receipt as disclaimer for freight damage whenever possible. Seasonal Living cannot be held responsible for any items accepted by Buyer in good order and later to be found to have been damaged in transit by carrier. Seasonal Living is not obligated to replace any damaged product (until the carrier has approved the claim) if the original Bill of Lading does not include specific written notations by Buyer indicating which item(s) has any visual damage including but not limited to carton or packaging tears or rips.
• BUYER SHALL OPEN AND INSPECT ALL PRODUCT WITHIN 48 HOURS AFTER DELIVERY AND INSPECT THE PRODUCT FOR CONCEALED DAMAGE. CONCEALED DAMAGE MEANS DAMAGE THAT CANNOT READILY BE DISCERNED IN THE COURSE OF A CAREFUL PHYSICAL INSPECTION. BUYER’S FAILURE TO OPEN AND INSPECT ALL PRODUCT WITHIN THE DESIGNATED PERIOD WAIVES ANY RIGHTS BUYER HAS TO REPLACEMENTS.
• In the event Buyer finds concealed OR defective product damage, Buyer is required to notify Seasonal Living by email within 48-hours of initial common carrier delivery. Seasonal Living requires that you provide a detailed description of the damage, the number of damaged items along with clear photos of the damaged product and damaged packaging. Seasonal Living will provide you with a “Damaged product delivery” claim form to permit us to obtain as much information (both written and photographic images) as possible to process your claim. If you fail to provide this complete information (including photos) within 3 business days, your damage claim will be denied by the delivery company.
• You must retain all outer packaging, crates and damaged product until claim is resolved. Seasonal Living cannot be held accountable for any storage or other third-party charges Buyer incurs while a claim is in process. Failure to retain packaging will invalidate any claims you may have.
• Seasonal Living will not automatically ship replacements until the freight / delivery company has approved the claim. However, there are actions that the Buyer and its agents can do to reduce the chances of the claim being delayed (while the delivery company reviews the claim), including, without limitation, photographing (in its entirety) the shipment as it is delivered, making certain that all damage to outer packaging is photographed and notated on the Bill of Lading (while the delivery driver is still present), and thoroughly inspecting the product within the 48-hour inspection window (and photographing and providing written reports of all damages). Such actions are more likely to result in Seasonal Living automatically shipping out a replacement (if it is in stock).
• Unless the shipment is significantly damaged, we recommend that Buyer (and its Agents) DO NOT REJECT THE SHIPMENT. Instead, we recommend, all exterior damage to be noted on the Bill of Lading and for the delivery driver to initial against the Buyer’s comments. Immediately photograph all apparent damage and record where the damage is evident. Further, Buyer then will inspect the remainder of the shipment (within the 48-hour notification period). Complete a claim and include all photographs, the Bill of Lading and a summary of where the damage was encountered. This will greatly reduce any delays on a claim.
• FAILURE TO FOLLOW THE ABOVE PROCEDURES MAY INVALIDATE YOUR SHIPPING CLAIM WITH THE CARRIER FOR DAMAGES DURING SHIPMENT.
SHORTAGE IN QUANTITY
Any claims for shortages must be made to Seasonal Living within 3 days after receipt of goods.
All sales are final. However, Seasonal Living may, in its sole discretion, accept returned goods or exchange goods subject to the following conditions:
• Returns are not accepted on any promotional, discounted or closeout product. • Returns may only be considered on product paid at full price.
• No refunds or credits are issued on shipping charges.
• Buyer is required to return, at the sole cost of Buyer, the product to Seasonal Living in its original condition (including all original packaging) and include a copy of Buyer’s original invoice. The Return Merchandise Authorization (RMA #) must be attached to the outer packaging/shipping label and written clearly on the original invoice.
• In the event that Buyer has disposed of original packaging, Buyer agrees to repackage according to the standard that Seasonal Living shipped product to you. Otherwise, Seasonal Living will hire a local packaging company to re-package to a professional standard at Buyer’s own cost. All related charges will be passed back to Buyer for this service.
• Buyer must submit photographs of shipments packed and ready for shipment. Seasonal Living will approve shipment if the packaging appears satisfactory. DO NOT ship without Seasonal Living’s written approval of photos showing complete packaging.
• Buyer will be charged a re-stocking fee of 35.0 percent in the event that Buyer does not wish to retain the product.
• Product must arrive into our warehouse within 10 days of Seasonal Living agreeing to accept the return. If product is not received within this period or is not correctly packed, Seasonal Living retains the right to refuse acceptance of the product and / or it will be returned to Buyer at Buyer’s expense.
• Once Returned Product has been received by the Seasonal Living warehouse, it will be photographed (as it is received), opened, the product will be removed from packaging materials and inspected. If there is no damage, a credit less the re-stocking fee will be issued to the Buyer. The credit must be used for other Seasonal Living products within 6 months of the credit being notified to the Buyer. After 6 months, the credit will be removed from the Buyer’s account. If the returned product does not include original packaging a re-packaging fee will be applied against the credited amount. In the event that the returned product is damaged, Seasonal Living will notify Buyer and provide a description of the damage along with supporting photographic evidence. No refunds or credits will be issued for damaged or missing parts of product. Should Buyer wish the merchandise to be re-shipped, Buyer will incur all related charges including but not limited to: re-packaging, materials and shipment charges. All these charges must be settled in full prior to re-shipment back to Buyer.
• Exchanged product will incur the same re-stocking fees as stated above. In addition, Buyer will incur new shipping and handling charges.
Prices do not include any sales, local or similar taxes. Texas residents and orders delivered in Texas will be charged State sales tax. Buyer shall pay all such taxes or provide Seasonal Living with an appropriate tax exemption certificate (State issued, Re-seller Tax Certificate).
Seasonal Living expects its technical support personnel will be available to assist in handling problems involving Seasonal Living products over the telephone. However, Seasonal Living’s support personnel may not be able to understand or resolve a particular problem. While Independent Representatives or Seasonal Living dealers may be able to assist you and may make recommendations, they are NOT authorized to vary or waive this disclaimer. Buyer must determine for themselves the suitability and compatibility of the products in each and every particular instance.
VENUE/GOVERNING LAW/WAIVER OF JURY TRIAL
In any action or proceeding between or among the parties hereto to interpret or enforce any of the provisions hereof, the prevailing party shall, in addition to any other award of damages or other remedy, be entitled to reasonable attorneys’ fees and costs.
The section headings used herein are for convenience or reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from.
Seasonal Living shall not be liable for any delay or failure in performance caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of Seasonal Living. Quantities are subject to availability. In the event of shortage, Seasonal Living may allocate sales and deliveries at its sole discretion.
To the extent a proposal, purchase order, confirmation letter or the like is inconsistent with these Sales Terms, unless expressly agreed in writing otherwise by Seasonal Living, these Sales Terms will govern.
CHANGES TO SEASONAL LIVING TERMS AND CONDITIONS
Seasonal Living retains the right to alter, modify or change any of its business Terms and Conditions at any time. Contact Seasonal Living or visit our website for a copy of our current Terms and Conditions.
JANUARY 1, 2020