General terms of sales
1. Applicability
These General Terms of Sales govern all sales of products by Vincent Sheppard USA ("the Seller") to any purchaser ("the Buyer"). By placing an order, the Buyer agrees to the applicability of these terms, to the exclusion of any other terms and conditions, whether on the Buyer's purchase order or other documents.
2. Order Acceptance and Confirmation
All orders are subject to acceptance by the Seller and must be confirmed in writing through an official Order Confirmation. No order is binding until confirmed by the Seller. Any discrepancies or objections to the Order Confirmation must be communicated in writing within 48 hours of receipt; otherwise, the order will be deemed accepted as stated.
3. Prices and Quotations
All prices are quoted in U.S. Dollars and are subject to change without notice unless otherwise stated in a formal written quote. Prices listed in any catalog, price sheet, or website are current at the time of publication but are subject to change without notice. All quotes are valid for 30 days unless otherwise specified. Orders will be billed at the prices prevailing at the time of shipment.
4. Payment Terms
Unless otherwise agreed in writing, all payments are due in full at the time of delivery or as per the payment terms stated in the Order Confirmation. Payments must be made to the Seller's registered office, without any deductions or set-offs. Late payments will incur an interest charge of 12% per annum from the due date, plus a fixed compensation fee of 10% of the outstanding invoice amount, with a minimum of $125 and a maximum of $2,000.
5. Risk and Title
The risk of loss or damage to the goods passes to the Buyer upon delivery to the carrier at the shipping point. Title to the goods remains with the Seller until full payment is received. The Buyer agrees not to sell or encumber the goods until the title has passed. In case of non-payment, the Seller reserves the right to repossess the goods.
6. Delivery Terms
Delivery dates provided are estimates only. The Seller will make every effort to meet delivery schedules but shall not be liable for any delays. Delays caused by force majeure, such as strikes, natural disasters, or any other unforeseen circumstances, will not constitute a breach of contract, and the Seller reserves the right to adjust the delivery schedule or cancel the contract without liability.
7. Freight Charges
Freight charges will be borne by the Buyer unless otherwise agreed upon in writing. Orders exceeding $5,000 within the contiguous U.S. states will be shipped freight allowed. For orders under $5,000, a minimum freight charge will apply. Additional charges will be invoiced if special delivery requirements are requested by the Buyer.
8. Packaging and Shipment
The Seller reserves the right to determine the method of packaging and shipment. Special packaging or delivery instructions from the Buyer must be confirmed in writing and may incur additional charges. The Seller will not be liable for any damage or loss caused by the carrier.
9. Cancellations and Changes
Orders for standard items may be canceled or changed within 48 hours of receipt of the Order Confirmation, subject to a cancellation fee of up to 50% of the order value. Orders that have shipped can't be cancelled. Orders for custom, modified, or special items are non-cancellable and non-returnable once confirmed. Any changes to orders for standard items after 48 hours will be treated as new orders and priced accordingly.
10. Warranty
The Seller warrants that its products are free from defects in materials and workmanship for the following periods:
Domestic Use: 3 years on furniture structure, 1 year on paint and finishing, 1 year on cushions.
Project Use: 1 year on furniture structure, 1 year on paint and finishing, 6 months on cushions.
This warranty does not cover:
Damage arising from improper care or failure to comply with maintenance instructions.
Natural fading or changes in the material over time.
Any modifications made to the products.
Acts of nature or external factors such as lightning, electrical supply issues, or other conditions outside normal use.
All products are carefully inspected before shipping. Any claims for defects must be made in writing within 5 days of receiving the goods. Transport damage must be noted immediately on the delivery document (CMR). Complaints about transport damage will not be accepted if not noted on the delivery document.
Due to the nature of materials and the production process, slight color variations may occur. While every effort is made to ensure consistency, exact color matches between different batches or with samples cannot be guaranteed.
11. Claims and Returns
Any claims for shipping errors, damages, or shortages must be reported to the Seller in writing within 72 hours of delivery. The Buyer must inspect all goods upon arrival and note any visible damage or shortage on the freight bill. Returns are only accepted with a valid Return Goods Authorization (R.G.A.) and must be in original packaging, in saleable condition. A restocking fee of 50% will apply to all returned goods, plus any original outbound freight costs.
12. Limitation of Liability
The Seller's liability for any defect in its products shall be limited to the repair or replacement of defective products, F.O.B. point of original shipment. The Seller shall not be liable for any incidental, consequential, or other damages, including but not limited to damage to structures or other property, nor for any claims based on negligence, breach of warranty, or strict liability.
13. Intellectual Property
All products and related materials provided by the Seller, including labels and stickers, are protected by intellectual property laws. The Buyer shall not remove, alter, or deface any such labels. Any claims of intellectual property infringement by third parties must be reported immediately to the Seller, who will assume the defense of such claims.
14. Governing Law and Dispute Resolution
This agreement shall be governed by the laws of the State of North Carolina, without regard to its conflict of law rules. Exclusive jurisdiction for any disputes arising from this agreement shall be in the state courts of High Point, North Carolina.