TERMS AND CONDITIONS OF SALERevised January 22, 2021
ACCEPTANCE OF TERMS AND CONDITIONS
These terms and conditions of sale shall govern this order and buyer shall be deemed to have agreed to them. Any attempt to change or add to these terms by buyer, or any conflicting terms on any correspondence, purchase order, or other form sent by buyer is hereby objected to and rejected. Buyer shall be deemed to have agreed to these terms and conditions of sale by issuance of an order, by accepting delivery or by making payment hereunder. No oral agreement, course of prior dealings between the parties or trade usage shall amend or supplement any of the terms or conditions herein. All of the terms and conditions of this order and sale appear on this form and no additions or modifications can be made except in a writing signed by both parties that expressly references the amendment of these terms. All references herein to the seller or the company shall mean RADG Holdings, LLC and brands.
Minimum order requirement is 2.0 yards and will be cut in 1/2-yard increment. Orders received for cuts other than 1/2 yard will be rounded up to the next 1/2-yard increment and billed at that amount. Leather is sold by full hides. Wallcoverings are sold, priced and shipped in double rolls.
DYE LOT AND OTHER VARIATIONS; INHERENT IMPERFECTIONS
Color will vary from piece to piece and the company does not guarantee the dye lot. The company shall have no liability for variations in color, dye lot or shade. Some collections contain products that are hand-painted or manufactured by hand; slight variances in color, texture and/or weave may occur. There may also be inherent imperfections in certain fibers, metals, leathers or fabrics. None of the foregoing shall be considered defects.
CLIMATIC CONDITIONS; SUITABLE APPLICATIONS; C.O.M. FABRIC
Climatic conditions, including heat, light and humidity levels, within the user’s environment, can affect fabric and wood, and may lead to fading, stretching, shrinking or other damage. Fabric displayed in sample books and memo samples describes the intended application thereof. The selection of hardware, wallcovering, furniture or fabrics for specific placements or applications is made at the discretion and sole risk of the buyer and the company shall have no liability for such selections. Accordingly, buyers are urged to review the suitability of such choices and any other questions with the company’s Customer Service Department before ordering and to allow sufficient fabric for environmental effects. The company shall have no liability for the buyer’s C.O.M. fabric, its suitability, performance or condition. The company does not guarantee roll direction and is not responsible for errors in application due to roll direction.
FLAME RETARDANT PROPERTIES; TOPICAL TREATMENTS
In accordance with the provisions of the Flammable Fabrics Act, as amended, this merchandise is not intended for use in the manufacture of wearing apparel. Flame retardant chemicals can cause skin irritation, fabric spotting and/or stitching problems. In addition, all of the flame retardant may be removed through machine washing and/or dry cleaning of the fabric. Accordingly, the company shall have no liability for any losses, claims or damage resulting from flame retardant chemicals. Adding topical treatments to any fabric may alter the performance, quality, color or hand. The company shall have no responsibility for any damage to fabric treated beyond regular finishes applied at the mill level.
CREDIT AND PAYMENT TERMS; OFFSETS
All transactions are final. All payments are final. All deposit payments are non-refundable, non-cancelable. NO returns are accepted in part or in full. No refunds will be issued. Robert Allen only accepts credit cards for all new orders. Any invoice not paid within thirty (30) days of such billing is subject to a 0.833333% monthly interest charge. Robert Allen reserves the right to use any and all means of collection available under applicable law to collect any amount past due. Returned Payment Fee. A returned payment fee of $40.00 will be applicable for any returned payment. A returned payment is an ACH, electronic debit, check, or similar payment instrument that is returned unpaid. This fee may be charged the first time a payment is returned, even if it is not returned upon resubmission.
DELIVERY SCHEDULES; SHIPPING AND CHARGES; TITLE
In stock cut yardage orders are generally shipped within 48 hours from receipt of a credit- approved order. Furniture, custom, special-order and non-stock orders have longer lead times. Delivery dates supplied by the company represent its best estimate, but are in no way guarantees of delivery. Accordingly, the company shall have no liability for delays in delivery or failure to meet estimated delivery dates. All shipments are made F.O.B. point of origin. All orders are subject to shipping and handling charges. Title to goods passes upon payment in full; risk of loss passes upon delivery to buyer’s common carrier.
RETURNS AND EXCHANGES
No returns or exchanges accepted unless product is proven defective by RADG Holdings, LLC. All sales are considered final and non-refundable.
All advertising of the company’s products must be dignified, tasteful and professional. Use of seller’s trademarks, trade names, logos, copyrighted materials, digital images or other proprietary materials, in any medium (including without limitation, over the internet), without prior written approval by RADG Holdings, LLC and brands, is strictly prohibited and may subject an unauthorized user to legal action by the company.
DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY
UNLESS OTHERWISE EXPRESSLY OFFERED BY THE FABRIC, HARDWARE OR FURNITURE MANUFACTURER AND INDICATED IN WRITING BY THE COMPANY, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. IN THE EVENT OF SELLER’S LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, BUYER'S SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED AS SET FORTH IN THE SECTION ENTITLED “NON-CONFORMING OR DEFECTIVE PRODUCTS”, TO REPAIR OR REPLACEMENT BY SELLER OF ANY DEFECTIVE OR NON-CONFORMING GOODS FOR WHICH TIMELY CLAIM MAY BE MADE BY BUYER. SELLER EXPRESSLY DISCLAIMS ANY LIABILITY TO BUYER, ITS CUSTOMERS OR TO END USERS OF ITS PRODUCTS, FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT, PERSONAL INJURY, LOSS OF PROFITS, BUSINESS OR REVENUES, OR COST OR OTHER DAMAGE, LOSS OR EXPENSE FROM ANY CAUSE WHATSOEVER, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SALE OR USE OF ITS PRODUCTS. THE MAXIMUM LIABILITY, IF ANY, OF SELLER FOR ALL DAMAGES HEREUNDER IS LIMITED TO THE PURCHASE PRICE OF THE DEFECTIVE OR NON-CONFORMING PRODUCTS SOLD PURSUANT TO THIS TRANSACTION. ANY ACTION ARISING HEREUNDER MUST BE BROUGHT WITHIN ONE YEAR FROM THE DATE OF SALE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES, CONSEQUENTIAL DAMAGES OR REMEDIES, OR LIMITATION ON THE TIME FRAMES INVOLVED IN SAME, IN WHICH EVENT THESE LIMITATIONS MAY NOT APPLY TO YOU.
COLLECTION. GOVERNING LAW. FORCE MAJEURE
In any action for the collection of, or to enforce payment of, all or part of the purchase price of the products sold to buyer, seller shall be entitled to recover all reasonable collection fees, attorney's fees and costs, to the extent permitted by law. This transaction shall be governed by and enforced in accordance with the substantive laws of the State of New York, without regard to principles of conflicts of laws, and buyer hereby consents to the personal jurisdiction of the federal and state courts located in the State of Delaware. The company shall not be liable for delay or failure in performance hereunder arising from any act of God or nature, strike, labor disruption, government action, lack of materials or other cause not within its control.