Terms and Conditions
1. Agreement to be Bound. By signing the attached estimate (the “Estimate”) you agree to be bound by these Terms and Conditions (these “Terms,” and collectively with the Estimate, the “Agreement”) between Merchants Office Furniture Company (“Merchants”) and you. The Agreement sets forth the terms and conditions upon which you will purchase the products (“Products”) and/or services (“Services”) specified in the Estimate. By signing the Estimate, you represent and warrant to Merchants that you have the power and authority to enter into the Agreement, and that you have reviewed the Estimate, including the description of the Products and/or Services described therein, and that the same conform to your expectations for your project.
2. Customer Responsibilities. You are responsible for: (a) providing Merchants with a single point of contact identified in the Estimate that has the authority to make any and all decisions regarding the Products and/or Services; (b) timely responding to Merchants’ requests for approval or direction regarding the Products and/or Services; (c) reviewing the Drawings (as defined below) and any other documents regarding the Products and/or Services to ensure that the Products and/or Services conform to your expectations; (d) providing certificates of insurance requirements for your building if necessary; (e) obtaining any necessary permits and approvals from landlords, property owners, management companies, and local governmental authorities; (f) reserving use of elevators, loading docks, and stairs as applicable; and (g) ensuring that the area where the Products are to be delivered or installed or where the Services are to be performed are free and clear of workers, tradesmen, and other items and ready for furniture assembly and installation.
3. Conditions to Fulfillment of Order. Merchants will not process an order until: (a) you have signed the Agreement; and (b) Merchants has received the applicable amount set forth in Section 4. Merchants is not responsible for any delay in the fulfillment of your order due to your failure to satisfy the above conditions.
4. Payment Terms.
4.1. The amount of your order is set forth in the Estimate. If the purchase price for the Products in your Estimate is under $7,500, Merchants requires payment in full at the signing of the Agreement. Purchase prices of Products between $7,500 and $200,000 require a 60% deposit with the signing of the Agreement, and purchase prices above $200,000 require a 70% deposit at the signing of the Agreement. Deposits for Services, if any, will be as set forth in the Estimate.
4.2. Unless stated otherwise in the Estimate, the full balance for the Products and Services is due in full upon delivery of the majority of the Products as measured by dollar value. If installation is postponed at your request, or due to your actions or inaction, Merchants may submit the Estimate balance for payment in full at such time. If the Products are delivered in phases, Merchants may require payment for each phase require payment in full prior to delivering the remainder of your order, and pursue any other remedy available to Merchants under the Agreement, law, or equity.
5. Product Delivery and Installation.
5.1. Unless specifically stated in the Estimate, all Products will be delivered and installed within a reasonable time after the satisfaction of the conditions set forth in Section 3, subject to the availability of finished Products. Merchants shall not be liable for any delays, loss, or damage in transit.
5.2. All Products are F.O.B. Merchants’ shipping point, regardless of the means of delivery to you, with title and risk of loss passing to you at such time. You will be responsible for all freight and other charges incurred in connection with shipping the Products you purchase.
5.3. Merchants reserves the right to charge you for the following (if not expressly included in the Estimate): (a) evening and weekend delivery and installation; (b) expedited delivery and installation requests; (c) Product protection or covering during or after installation; (d) handling multiple times; (e) receiving Products off-site when on-site delivery was contemplated in pricing; and (f) stair carries that are not explicitly contemplated in the Estimate.
5.4. If there are delays to delivery or installation that are caused by you, the property owner or manager, by changes to your construction schedule, or by your contractor(s), you will be charged for all of Merchants’ costs in connection with such delays, including lost man hours and warehousing fees at the rates set forth in Section 14. In addition, the Product manufacturer may impose additional charges that will be your sole responsibility.
5.5. All labor and materials required to provide electrical, voice, and data connections to and through Products is your sole responsibility
6. Cancellation Policy. Because all new Products are made-to-order by the manufacturer, Merchants does not allow cancellations for orders of new Products, and your deposit is nonrefundable. Merchants allows cancellations of pre-owned Products until 7 days before the scheduled delivery date. If you do cancel an order for pre-owned Products, you will be charged a 30% restocking fee that will be paid out of your deposit (if you have one, otherwise Merchants will invoice you for the restocking fee). Merchants does not allow any cancellations of pre-owned Product orders within 7 days of the scheduled delivery date. Unless stated otherwise in the Estimate, deposits for Services are nonrefundable, and if you cancel Services, you will be charged for Merchants’ costs and expenses in connection with such cancellation, including lost man hours and warehousing fees at the rates set forth in Section 14.
7. No Warranty. MERCHANTS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USEAGE OF TRADE, OR OTHERWISE. ALL PRODUCT WARRANTIES, IF ANY, ARE SOLELY PROVIDED BY THE MANUFACTURER OF THE PRODUCTS.
8. Pre-Owned Products. Pre-owned Products are sold “as is” and without warranty. In addition, preowned Products may exhibit normal wear and tear such as dings, chips, and scratches. Preowned Products may include locks without keys, and you may request custom made keys at an additional charge. You may not return a preowned Product for any of the reasons described in this Section 8.
9. Minor Variations. All Product information is received from the Product manufacturers, and as a result, Merchants is not responsible for, and you may not refuse delivery of Products due to, minor variations from what is advertised by the Product manufacturer
10. Return Policy. All sales are final. You are responsible for inspecting the Products upon delivery, and you may not refuse delivery of any Product. Due to the nature of the Products, all Products must be carefully examined at the time of the delivery and any chips, scratches, dents, cracks, breaks, or other damage or defect must be noted on Merchants’ delivery form and countersigned by a member of Merchants’ installation team. Replacement Products are generally subject to lead times similar to lead times for the original Products.
11. Design Services. Services for office space design and/or project management (“Design Services”) include plans, drawings, and/or specifications (“Drawings”) developed by you and/or Merchants. The Estimate amount for Design Services is based on a pre-agreed upon number of hours of work by Merchants, and if that number of hours is exceeded, you will be charged at the rate for Design Services set forth in Section 14. Your failure to timely approve the Drawings may result in delays for your project, and Merchants will not be responsible for such delays. Unless specifically addressed in the Estimate, changes, modifications, supplements, or other deviations from the Drawings will result in additional charges at the rates set forth in Section 14.
12. Moving Services. If the Services include moving services, Merchants will take reasonable steps to prevent damage to your items. You are required to inspect the moved items when they are delivered to your location. If damage is caused by Merchants, you must notify Merchants of such damaged items at the time of the move and the same must be noted on Merchants’ delivery form and countersigned by a member of Merchants’ moving team. Merchants will take reasonable steps to repair, compensate, or replace damaged items that are properly noted on the delivery form and were caused by Merchants’ delivery team.
13. Warehousing Services. If Merchants is storing your goods (including Products) at its warehouse, or a third-party’s warehouse, Merchants will not insure your Products against fire or other casualty for your benefit. If the Products are stored with a third-party, you may be required to enter into a separate agreement with such third-party regarding the storage of the Products, and the costs may be different than what is set forth in Section 14.
14. Work outside the Scope. All work outside the scope of the Services set forth in the Estimate, will be charged at the following rates, unless you and Merchants agree otherwise pursuant to a change order signed by both parties: (a) $65/labor hour for office space design; (b) $65/ labor hour for project management, moving, and decommission; and (c) $1.35 per square foot for warehousing services. Because the Services cannot be performed by a single person, the above rates (other than warehousing) will apply to each person Merchants engages to perform such Services.
15. Force Majeure. Merchants shall not be liable or responsible to you, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Merchant’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, war, invasion, terrorist threats or acts, civil unrest, government order or law, strikes, labor stoppages or slowdowns, industrial disturbances, and other similar events beyond the reasonable control of Merchants.
16.1. The Agreement constitutes the entire agreement between you and Merchants with respect to the Products and Services, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The Agreement may only be amended, modified, or supplemented by an agreement in writing signed by you and Merchants.
16.2. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (b) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (c) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Such communications must be sent to the respective parties at the addresses set forth in the Estimate, or at such other address for a party as shall be specified in a notice given in accordance with this Section 16.2.
16.3. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
16.4. The Agreement and all related documents, and all matters arising out of or relating to the Agreement, are governed by, and construed in accordance with, the laws of the State of Colorado, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado.
16.5. Any controversy or claim arising out of or relating the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Denver, Colorado, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.