TERMS AND CONDITIONS

 

ORDER SUBJECT TO ACCEPTANCE

 

ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY JOHN LYLE.

 

ENTIRE AGREEMENT

 

ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT BUYER AGREES TO ALL OF THE TERMS

 

AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF DELIVERY BY BUYER WILL CONSTITUTE BUYER'S

 

ASSENT TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE

 

AGREEMENT OF THE PARTIES, AND NO TERMS OR CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR

 

OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON JOHN LYLE UNLESS MADE IN

 

WRITING AND SIGNED AND APPROVED BY AN OFFICER OF JOHN LYLE. NO MODIFICATION OF ANY OF THESE

 

TERMS WILL BE AFFECTED BY JOHN LYLE'S SHIPMENT OF GOODS FOLLOWING RECEIPT OF BUYER'S PURCHASE

 

ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING

 

OR INCONSISTENT WITH THE TERMS HEREIN.

 

PRICES AND TERMS

 

ALL PRICES ARE F.O.B. LONG ISLAND CITY. A MINIMUM DEPOSIT OF FIFTY PERCENT (50%) OF THE PURCHASE

 

PRICE IS REQUIRED TO INITIATE ORDER FULFILLMENT. ORDERS FOR IN STOCK PRODUCTS REQUIRE PAYMENT IN

 

FULL TO INITIATE ORDER FULFILLMENT. ALL ACCOUNTS SHALL BE PAID NET WHEN INVOICED. A SERVICE

 

CHARGE OF THE LESSER OF 1 1/2% PER MONTH OR THE MAXIMUM PERMISSIBLE RATE WILL BE ADDED TO ALL

 

ACCOUNTS NOT PAID WITHIN SIXTY (60) DAYS FROM THE DATE OF INVOICE FOR FINAL BALANCE DUE. ORDERS

 

MUST BE PAID IN FULL, INCLUDING SHIPPING, HANDLING, CRATING AND PACKING, STORAGE, TAXES AND

 

SERVICE CHARGES PRIOR TO SHIPPING.

 

STORAGE FEES

 

ADDITIONAL STORAGE FEES OF 1% PER MONTH WILL BE CHARGED TO STORE MERCHANDISE IF NOT PICKED UP

 

WITHIN SIXTY (60) DAYS FROM THE DATE OF INVOICE FOR FINAL BALANCE DUE.

 

CANCELLATION OF ORDERS

 

ALL GOODS ARE CUSTOM MADE TO ORDER SPECIFICATIONS. ORDERS ARE NOT CANCELABLE AFTER TEN (10)

 

WORKING DAYS, NOR RETURNABLE. CHANGES IN ORDERS, RETURNS OR CANCELLATIONS REQUIRE PRIOR

 

WRITTEN APPROVAL FROM JOHN LYLE. SUCH ORDERS WILL BE SUBJECT TO CHANGE, CANCELLATION OR RESTOCKING

 

FEES UP TO 50% OF THE NET SELLING PRICE. MERCHANDISE WILL NOT BE ACCEPTED AS A RETURN

 

IF PRODUCT HAS BEEN INSTALLED, ALTERED OR DAMAGED IN ANY WAY.

 

FORCE MAJEURE

 

ALL QUOTED COMPLETION AND DELIVERY DATES ARE ESTIMATES ONLY. JOHN LYLE SHALL NOT BE LIABLE FOR

 

DELAYS IN COMPLETION OR SHIPMENT OR DEFAULT IN DELIVERY FOR ANY REASON OF FORCE MAJEURE OR

 

FOR ANY CAUSE BEYOND JOHN LYLE'S REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, (A)

 

GOVERNMENT ACTION, WAR, RIOTS, CIVIL COMMOTION, EMBARGOES OR MARTIAL LAWS, (B) JOHN LYLE'S

 

INABILITY TO OBTAIN NECESSARY MATERIALS FROM ITS USUAL SOURCES OF SUPPLY, (C) SHORTAGE OF LABOR,

 

RAW MATERIAL, PRODUCTION OR TRANSPORTATION FACILITIES OR OTHER DELAYS IN TRANSIT, (D) LABOR

 

DIFFICULTY INVOLVING EMPLOYEES OF JOHN LYLE OR OTHERS, (E) FIRE, FLOOD OR OTHER CASUALTY, OR (F)

 

OTHER CONTINGENCIES OF MANUFACTURE OR SHIPMENT. IN THE EVENT OF ANY DELAY IN JOHN LYLE'S

 

PERFORMANCE DUE IN WHOLE OR IN PART TO ANY CAUSE BEYOND JOHN LYLE'S REASONABLE CONTROL, JOHN

 

LYLE SHALL HAVE SUCH ADDITIONAL TIME FOR PERFORMANCE AS MAY BE REASONABLY NECESSARY UNDER

 

THE CIRCUMSTANCES. ACCEPTANCE BY BUYER OF ANY GOODS SHALL CONSTITUTE A WAIVER BY BUYER OF

 

ANY CLAIM FOR DAMAGES ON ACCOUNT OF ANY DELAY IN DELIVERY OF SUCH GOODS.

 

TAXES

 

ALL TAXES AND EXCISES OF ANY NATURE WHATSOEVER NOW OR HEREAFTER LEVIED BY GOVERNMENTAL

 

AUTHORITY, WHETHER FEDERAL, STATE OR LOCAL, EITHER DIRECTLY OR INDIRECTLY, UPON THE SALE OR

 

TRANSPORTATION OF ANY GOODS COVERED HEREBY SHALL BE PAID AND BORNE BY BUYER.

 

TITLE / RISK OF LOSS

 

DELIVERY OF GOODS TO CARRIER SHALL BE DEEMED DELIVERY TO BUYER, AND THEREUPON TITLE TO SUCH

 

GOODS, AND RISK OF LOSS OR DAMAGE, SHALL BE BUYER'S. ANY CLAIM BY BUYER AGAINST JOHN LYLE OR

 

CARRIER FOR SHORTAGE OR DAMAGE OCCURRING PRIOR TO SUCH DELIVERY MUST BE MADE IN WRITING

 

WITHIN SEVENTY-TWO (72) HOURS AFTER RECEIPT OF SHIPMENT AND ACCOMPANIED BY ORIGINAL

 

TRANSPORTATION BILL SIGNED BY THE CARRIER NOTING THAT THE CARRIER RECEIVED THE GOODS FROM

 

JOHN LYLE IN THE CONDITIONS CLAIMED. ALL DELIVERIES ARE SUBJECT TO THE ACCOMPANYING FREIGHT

 

RECEIVING RULES.

 

METHOD OF SHIPMENT

 

JOHN LYLE WILL HANDLE PRODUCT SHIPMENTS, UNLESS BUYER SPECIFIES OTHERWISE. ANY SHIPMENTS

 

RETURNED TO JOHN LYLE AS A RESULT OF BUYER'S UNEXCUSED DELAY OR FAILURE TO ACCEPT DELIVERY WILL

 

REQUIRE BUYER TO PAY ALL ADDITIONAL COSTS INCURRED BY JOHN LYLE INCLUDING STORAGE FEES.

 

WARRANTY AND DISCLAIMER

 

EXCEPT AS SPECIFIED HEREIN, JOHN LYLE WARRANTS THAT ANY GOODS SOLD HEREUNDER WILL BE FREE

 

FROM DEFECTS IN WORKMANSHIP AND MATERIALS FOR ONE (1) YEAR. THIS WARRANTY DOES NOT APPLY TO

 

DAMAGE OR BREAKAGE RESULTING FROM MISUSE, ACCIDENTS, ABUSE, NEGLECT, MISHANDLING OR WEAR

 

RESULTING FROM NORMAL USE. DEFECTIVE PRODUCTS WILL BE REPLACED WITHIN THE NORMAL PRODUCTION

 

TIME PERIOD REQUIRED TO REORDER AND MANUFACTURE THE SAME PRODUCT.

 

METAL FINISHES ARE APPLIED BY HAND AND MAY VARY IN COLOR, TONE AND CHARACTER. WHILE JOHN LYLE

 

WILL MAKE EVERY EFFORT TO MATCH A FINISH, NO GUARANTEE CAN BE MADE OF AN EXACT MATCH. JOHN LYLE

 

DOES NOT GUARANTEE FINISHES AGAINST FADING, SCRATCHING AND OXIDIZING. FURNITURE IS HANDMADE,

 

AND THEREFORE IS SUBJECT TO SLIGHT VARIATIONS.

 

LIMITATION OF REMEDIES

 

JOHN LYLE SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES,

 

DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, OR FROM ANY OTHER

 

CAUSE WITH RESPECT TO THE GOODS OR THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED UPON BREACH

 

OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY.

 

JOHN LYLE'S LIABILITY HEREUNDER IN ANY CASE IS EXPRESSLY LIMITED, AT JOHN LYLE'S ELECTION, TO REPAIR

 

OR REPLACE (IN THE FORM ORIGINALLY ORDERED) OF GOODS NOT COMPLYING WITH THIS AGREEMENT, OR TO

 

THE REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH

 

GOODS.

 

ANY CLAIM BY BUYER WITH REFERENCE TO THE GOODS SOLD HEREUNDER FOR ANY CAUSE SHALL BE DEEMED

 

WAIVED BY BUYER UNLESS SUBMITTED TO JOHN LYLE IN WRITING WITHIN THIRTY (30) DAYS FROM THE DATE

 

BUYER DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.

 

REMEDIES UPON DEFAULT

 

JOHN LYLE REQUIRES PAYMENT FOR ANY SHIPMENT HEREUNDER IN ADVANCE. IF BUYER FAILS TO MAKE

 

PAYMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR OTHERWISE FAILS TO COMPLY WITH ANY

 

PROVISION HEREOF, JOHN LYLE MAY, AT ITS OPTION, CANCEL ANY UNSHIPPED PORTION OF THIS ORDER,

 

RETAIN THE GOODS AND DECLARE A FORFEITURE OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER WILL

 

REMAIN LIABLE FOR THE BALANCE OF ALL UNPAID ACCOUNTS.

 

EXCLUSIONS

 

ALL OF JOHN LYLE'S DRAWINGS, DESCRIPTIVE MATTER, WEIGHTS, DIMENSIONS, DESCRIPTIONS AND

 

ILLUSTRATIONS CONTAINED IN THE JOHN LYLE'S CATALOGUES, PRICES LISTS OR ADVERTISEMENTS ARE CLOSE

 

APPROXIMATIONS ONLY AND INTENDED TO GIVE A GENERAL DESCRIPTION OF THE GOODS AND SHALL NOT

 

FORM PART OF THIS AGREEMENT. FURNITURE AND LIGHTING IS HANDMADE, AND THEREFORE IS SUBJECT TO

 

SLIGHT VARIATIONS. ALL SIZES ARE AS INDICATED IN THE PRICE LIST ARE WITHIN 1/2"INCH VARIANCE.

 

SEVERABILITY

 

IN THE EVENT THAT ANY ONE OR MORE OF THESE TERMS OR CONDITIONS IS HELD INVALID, ILLEGAL OR

 

UNENFORCEABLE, SUCH PROVISION OR PROVISIONS SHALL BE SEVERED AND THE REMAINING TERMS AND

 

CONDITIONS SHALL REMAIN BINDING AND EFFECTIVE.

 

 

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