Terms and Conditions of Sale - Trade
General B2B Terms and Conditions
If you need any assistance, please review our FAQ HERE, where you will find information on orders, shipping, complaint handling, refunds and returns, as well as other general information on the services provided on the Site. For any additional inquiries, please contact our Client Care by email at firstname.lastname@example.org (“Client Care”).
1. Business Policy
1.1. These Terms apply to all products offered by Vendor through the Site (the "Products") to any business entity, with a valid federal or state tax identification number, purchasing on behalf of the business entity and not for individual use (the “Company” or “You”).
1.2. If you are an individual customer, please review our Terms HERE.
1.3. The Products available for sale may only be shipped to those countries listed in the drop-down list next to “SHIPPING TO:” as displayed on the Site (the “Eligible Countries”). Vendor reserves the right to reject and not process any order which does not comply with the Vendor's business policy as set forth in this Section 1.
1.4. These Terms regulate all orders relating to the Products. The sale of any Product creates a binding agreement between the Company and the Vendor.
1.5. Vendor reserves the right to edit, modify, and change these Terms at any time. You are responsible for periodically accessing the Site to verify the publication of any revised Terms. By continuing use of our Site You will be deemed to have accepted the Terms, as posted to the Site. The Terms as posted on the Site shall be applicable and in full force and effect at the time of any purchase.
1.6. The Site may occasionally include links to third-party websites or social media networks (the “Third-Party Link(s)”). The Third-Party Links are provided for your convenience only and these Terms do not regulate the Third-Party Links. Before placing orders or purchasing products and/or services from any Third-Party Link, we recommend that you verify the third-party's terms and conditions. Vendor is not responsible for, and makes no representation with respect to, the content, materials, accuracy of information, or quality of the products or services provided by, available through, or advertised through the Third-Party Links.
2. Joining our Trade Program
2.1. Certain benefits of the Site, such as access to customized services and the ability to purchase Products require you to join our Trade Program. If you are required to register and select a unique login (including but not limited to the business name, business appointed correspondent’s name, email address, and business tax identification number) and a password (collectively the “Registration Credentials”), you must: (a) submit true, accurate, current, and complete registration; (b) maintain the accuracy of all registration and billing information and promptly update it as necessary; and (c) keep your Registration Credentials confidential, take all appropriate measures to maintain its confidentiality, and not allow any third-party to use it under any circumstances.
2.2. Creation of your account on the Site is free of charge. Once your account has been created you will receive a confirmation email sent to the email address associated with the newly created account.
2.3. You may be held liable for losses incurred by Vendor or any other user of, or visitor to the Site due to someone else using your Registration Credentials. You must inform Vendor without delay in the case of any suspected misuse of your Registration Credentials. The Registration Credentials may be modified by the Company at any time by accessing the Site.
2.4. The Company shall hold Vendor harmless from any liability obligation, penalty arising and/or in any way connected to the violation by the Company of these Terms. The Company is exclusively responsible for the access to the Site with the Registration Credentials and is liable for any damage or loss caused to Vendor or to third parties by an inappropriate use, lack, misappropriation by third parties or failure to protect your own Registration Credentials. All the operations carried out under the Registration Credentials are deemed made by the Company associated with such account.
2.5. Company can only have one active account. Vendor will delete any additional accounts the Company may create. If you cannot access your account please contact Client Care HERE.
2.6. Vendor reserves the right to refuse registration of any account, block the account of any Company, or reject orders from any Company; (including if any account posing a security threat).
2.7. Company may cancel their account at any time by sending an email to Client Care, and such cancelation will be effective upon confirmation from Client Care.
GENERAL CONDITIONS OF SALE
3.1. To place an order for purchase of one or more Products, you must fill out the online order form (the “Order Form”) and submit it to the Vendor following the instructions on our Site.
3.2. The Order Form shall contain the Product information including but not limited to the following: (i) key details of the Product(s) being ordered, (ii) the unit price inclusive of applicable fees and taxes, (iii) accepted payment methods (iv) the shipping terms, and (v) all associated shipping and delivery costs (collectively the “Order Details”).
3.4. Before submitting an Order Form, you shall review all information in the Order Form, to reduce errors.
3.5. The Vendor may not process orders when there are not sufficient guarantees of solvency, when orders are incomplete or incorrect, or when the Products ordered are no longer available. In the above cases, the Vendor shall inform you before the order has been accepted, that the Order Form is rejected. The Vendor shall inform you, at the Vendor’s earliest convenience, of the unavailability of any Product that has become unavailable since submitting the Order Form, but in any case, no later than 14 days from the day after submission of the Order Form. The Vendor will issue a refund for the price as indicated on the Order Form for that certain Product that is no longer available.
3.6. By submitting an Order Form you are entering into a binding obligation with the Vendor and you unconditionally accept and agree to comply with these Terms. If you do not agree with any provision of these Terms, do not submit an Order Form and discontinue use of the Site.
3.8. If your order is accepted the Vendor shall send you a confirmation email, containing the Order Details and information regarding your order, shipping costs and how to access Client Care. It is suggested you keep the confirmation email as proof of purchase (or to store in a durable medium).
3.9. You have the right to cancel any order within forty-eight (48) hours from your receipt of the confirmation email associated with that order (the “Cancellation Period”). If you wish to cancel your order you must send an email to Client Care within the Cancellation Period. After successful cancellation of an order, Vendor will refund the total price paid by Company within fourteen (14) days of receipt of the cancellation.
4. Limited Guarantee
4.1. Products for sale on the Site are manufactured by Vendor approved suppliers and artisans.
4.2. As a means to assist you in identifying the Products of your choice, we provide visual representations on the Site, including but not limited to, graphics, videos, and product descriptions. While Vendor makes commercially reasonable efforts to provide accurate visual representations, Vendor cannot guarantee the exactness of such visual representation with the actual Product delivered to you. The Product’s appearance may differ due to the quality of the internet browser or discoloration on the Company’s screen, amongst other reasons.
4.3. Vendor hereby represents and warrants that certain Products purchased on the Site in accordance with these Terms, shall be free and clear from any and all material defects, such as defects in design, manufacturing, or workmanship, for a period of twelve (12) months starting on the date of shipment of the Product by Vendor (the “Limited Product Warranty”). All Limited Product Warranty claims must be filed in writing within the applicable Limited Product Warranty period. A Limited Product Warranty claim may not be brought if:
(a) Company alters or modifies the Product, without the express written consent of the Vendor;
(b)The defect is the result of the Company’s negligence in handling or taking reasonable care of the Products; or
(c)The defect occurs solely because of the customization of the Product requested by Company.
5. Pricing and Payments
5.1. Upon successfully joining our trade program in accordance with Section 2 of these Terms, Company may be entitled to exclusive trade discounts for the Products. Company will be charged the trade net price displayed on the Site for a certain Product at the time the order is submitted. Prices are subject to change and will be revised from time to time. It is the Company’s responsibility to check the price on the Site before submitting the relevant Order Form.
5.2. Company shall pay the complete purchase price plus any applicable taxes, shipping and handling fees, in full at the time of submission of the Order Form.Delivery of the Products will not be made until Vendor has received payment in full of the purchase price and all applicable charges.
5.3. If the Company provides payment via a Company credit or debit card, all card details (i.e. card number and expiration date) will be sent by encrypted protocol to Braintree and Stripe or other banks which provide remote electronic payment services. The encrypted protocol allows for payment without third parties having any access to Company’s information or any information that would be deemed confidential between the bank, credit card provider and the Company. Vendor shall only use Company’s card details for performing the purchase relevant to Company’s order, in the event a refund must be issued, or Vendor is required to report such details to law enforcement for any case pertaining to fraud. Company shall only be charged for the total price as indicated in the confirmation email sent by Vendor.
5.4. In the event the Company chooses to pay for the order by bank transfer, the order shall be confirmed once the transfer has been received by the Vendor. Please contact Client Care if you wish to pay with wire transfer.
5.5. Vendor shall send you a receipt pursuant to applicable laws and regulations. The receipt will be based upon the information provided in the Order Form. No alterations to the receipt are possible after the receipt has been issued. The receipt shall include the total amount paid by you and terms of payment.
6. Shipping and Delivery of the Products
6.1. Products shall be delivered to the address as entered by you on the Order Form. All Products will be delivered in their original packaging. Returns will only be accepted if the Product is returned in its original packaging. (See Section 9 for our return policy).
6.2. Unless otherwise agreed upon by the Parties in writing, Company shall be responsible for shipping costs. Company shall report any loss or damage that occurs during shipping immediately. Loss or damage that occurs during shipping by a carrier selected by Company is Company’s responsibility.
6.3. Vendor pre-pays duties for all orders shipping to the United States (USA), and Canada (CA); not including any sales tax according to local regulation in certain states of which such sales tax shall be applied automatically on the Order Form. For more information on taxes in your destination country or if you have any questions, please contact Client Care.
6.4. Orders shall be delivered by a carrier service selected by the Vendor, such Products will be delivered on working days (thus excluding Saturdays, Sundays and local or national holidays) according to the carrier’s working schedule to provide delivery on or near the estimated delivery date.
(a)Shipping dates are estimates based on Vendor’s, and Vendor’s suppliers’ manufacturing capacity and scheduling, and may be revised by Vendor. All shipping dates are approximate;
(b)Vendor shall not incur any obligation or liability to you for failure to deliver by any particular date.
6.6. Vendor shall not be liable nor in breach or default of its obligations under any contract to the extent its performance of such obligations is delayed, hindered, or prevented, in whole or in part, directly or indirectly, due to causes beyond its reasonable control, whether foreseeable or unforeseeable, including, but not limited to, acts of God, fires, floods, or other natural disasters (declared or undeclared), terrorism, war (declared or undeclared), armed conflict (or the serious threat of same), plagues, epidemics, pandemics, quarantines, or other public health risks and/or responses thereto, insurrection, civil disturbances, insurrection, riots, mob violence, your acts or omissions, any act or omission by any governmental authority, strikes, lock-outs, differences with workers, accidents, labor disputes, transportation shortages, the unavailability or shortage(s) of labor, energy, materials, production facilities, transportation, or shipping, cyber-attacks, viruses, ransomware, failures or interruptions to network systems, data breaches, vendor non-performance, or any other cause, casualty, or excusable delay beyond Vendor’s reasonable control, whether similar or dissimilar to any of the foregoing. Upon the occurrence of a force majeure or other excusable delay, Vendor’s performance or delivery date shall be extended for a period equal to the duration of the force majeure event or time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. The Products are only available to be shipped to the Eligible Countries. Vendor reserves the right to cancel any orders with shipping addresses outside of the Eligible Countries.
6.7. The delivery cost is explicitly indicated and will be highlighted separate from the Product price on the Order Form prior to submitting the Order Form. The delivery cost will additionally be displayed on the order confirmation email sent by Vendor.
6.8. At the time of delivery, you (or a nominated representative) must verify:
(a) that the number of items being delivered corresponds to that indicated on the order confirmation email; and
(b) that the packaging and its seals are intact, undamaged, not wet or altered in any manner.
Any damages to the packaging and/or Product, or discrepancies in the number of items must be immediately indicated in writing on the carrier’s delivery note.
7. Non-Conforming Products
7.1. You may initiate a request for return of the Product if: (i) the Product is damaged; (ii) the Product and shipping package have been damaged; (iii) the Product is missing parts or accessories; or (iv) the Product is defective (collectively the “Non-Conforming Product(s)”).
7.2. Company shall examine the shipment to determine whether any item or items included in the shipment are a Non-Conforming Product. Vendor must be informed of any Non-Conforming Products in writing (including any evidence to support Company’s claim) within forty-eight (48) hours of receipt (the “Notice Period”).
7.3. In the event that Company fails to notify Vendor in writing within the Notice Period, of a Non-Conforming Product, which Company claims existed at the time of delivery, Vendor shall have no obligation to replace or accept the return.
7.4. Vendor will investigate the claim of the Non-Conforming Product, and inform Company of its findings. If Vendor deems the Product was a Non-Conforming Product, Vendor shall pay all shipping costs associated with the return of the Non-Conforming Product. Additionally, Vender shall be responsible for all costs associated with the repair or replacement of such Non-Conforming Product.
7.5. Unless notice is given as provided in this Section 7, Company shall be deemed to have accepted such Products and to have waived all claims for a Non-Conforming Product. Failure to make a claim according to this Section 7 shall constitute an irrevocable acceptance of the Products by Company.Any claim that a Product is a Non-Conforming Product made after the expiration of the Notice Period must be made in accordance with Section 9 of these Terms.
8. Client Care
Please contact our Client Care with any questions, comments, or concerns via email: email@example.com.
9. Return Policy
9.1. Vendor may accept returns of any eligible Product, as defined in this Section 9, if made within seven (7) calendar days of the date of delivery. Returns must be in the same condition in which you received them. If you fail to comply with this obligation, we may have a right of action against you for damages.
9.2. The Company will bear the entire cost associated with the return.All returned products must be in original and factory sealed packaging, in the condition in which they were shipped or otherwise delivered to the Company by Vendor.Any products returned to Vendor in unsaleable condition are not eligible for a refund and may be rejected by Vendor in its sole discretion.All products marked “sale” or “as is” are final sale and cannot be returned or exchanged.
9.3. To return a Product, you must notify Client Care in writing and provide the information listed below, within seven (7) calendar days, from the date of delivery (or for purchases of multiple products, the day on which the last product was shipped) (the “Return Notice”). The Return Notice shall include the following information:
- E-Mail associated with your account
- Company Full Name
- Company Address
- Shipping Address (if different then above)
- Order Number
- Delivery Date
- Reason for return
- Signature of Company representative
Please keep a record of the Return Notice. By sending the Return Notice you represent that the Products were not used or damaged. You shall return the Products using a carrier of your choice and at your own expense, within fourteen (14) days from the date of the Return Notice.
9.4. Vendor shall refund the Company the full amount paid for the order, within fourteen (14) days from the date in which Vendor confirms and accepts the Return Notice. Vendor reserves the right to withhold any refund to Company if the returned product does not meet the conditions as specified in this Section 9. Vendor in its sole discretion shall verify if the returned product meets the specified requirements.Any such refund by Vendor shall be made by the same means of payment as Company used to place the order, unless the parties have expressly agreed otherwise. All fees associated with providing such refund to the Company shall be paid by Vendor.
9.5. Company shall provide to Vendor all relevant tracking information of the product being returned to Client Care.
9.6. Vendor may provide a pre-paid return label through a Vendor approved carrier, of which the cost for such label (and all associated fees) will be deducted from your refund amount. Please include your request for the return label in the Return Notice.
9.7. Products must be returned in their entirety; partial returns will not be accepted. The following items are not eligible to be returned, except as indicated on the Site:
I. Orders of tailored or clearly personalized products;
II. Orders of sealed products which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
III. Customized items
IV. Made to order items
It is your responsibility to ensure that the product you intend to return satisfies the conditions as defined herein, and is eligible for a return according to this Section 9. Specific policies for each product will be indicated on the Site.
10. Ranking of displayed Products and Reviews
10.1 When you enter a search query or you browse product categories on the Site, search results display product listing according to a specific ranking defined beforehand by the Vendor.
Such rankings are built in the following way:
- "Sort by curated" (default): this listing is reviewed with the ultimate goal of showing the best product selection to our users.
The criteria in use, in order of relevance, are:
- Premium artisans’ products. Premium artisans pay a subscription to Artemest: higher visibility of their products is one on the benefits of the program;
- Availability or Quickest lead time: products which are immediately available to be shipped or with shorter production time are displayed first;
- New arrivals.
- "Sort by fast shipping": Products are shown according to their availability/ lead time, with Products immediately available for shipping or having shorter lead time being privileged and shown first;
- "Sort by Price": the Products are shown according to their price (low to high or high to low depending on your selection);
- "Sort by New Arrivals": the Products are shown according to uploading date on the website.
You may at any time decide to switch your sorting preferences via selecting a different ranking criterion via the dropdown menu.
10.2 Each Product's web page allows you to access our customer reviews. These reviews are hosted on a third-party website and handled by the same, Trustpilot Inc.. Trustpilot Inc. operates as described in the report available at the following link: https://www.trustpilot.com/trust/how-reviews-work.
Please note that Artemest does not verify the authenticity of the reviews it receives. Therefore, we cannot guarantee that the reviews are from a customer who has purchased or used the reviewed product.
12. Service of the Site
12.1. Vendor reserves the right to temporarily suspend access to the Site from time to time, and without notice for the necessary period of performing technical modifications or upgrades in order to improve and enhance the Site.
13. Site Contents and Intellectual Property Rights
13.1. The entire contents of the Site, including but not limited to, as a way of example, works, sounds and videos, images, pictures, dialogues, music, documents, drawings, figures, logos and any other material, in any format, are the property of the Vendor (or Vendor is an authorized licensee) and are protected by domestic and international trade dress, patent, copyright and trademark law and various other intellectual property rights and unfair competition laws. You may not reproduce, modify, duplicate, copy, distribute, sell or exploit any content on the Site, without prior express written consent by Vendor.
13.2. ARTEMEST® and certain other distinctive signs that characterise the Products/services published on the Site are registered trademarks of Vendor or the Vendor is an authorized licensee of such trademarks registered in the United States of America and other countries.Absent a written license agreement, you may not use these trademarks or any other trademarks or trade dress belonging to Vendor, or the owner of which Vendor is an authorized licensee. Any usage of these trademarks not in compliance with applicable law or that is an unauthorized use as defined below, is prohibited. Company may not use any trademark available on the Site in order to take undue advantage of the trademark itself or by its reputation that may negatively affect the goodwill associated with the trademark.
13.3. This Site is for personal, non-commercial use only. The Company may not (a) modify, translate, copy, distribute, transmit, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), the Site, content owned by Vendor, or any portion thereof; (b) create derivative works from, decompile, disassemble or reverse engineer, any portion of the Site; (c) access, acquire, copy or monitor any portion of the Site or any of its content, or in any way reproduce or circumvent the structure or presentation of the Site or any of its content, to obtain or attempt to obtain any materials, documents or information through automated means, whether through a bot, script, robot, spider, deep-link, page-scrape or other automatic program, algorithm or method, or similar process; (d) interfere with the proper working of the Site including, but not limited to the transmission of any worm, virus, trap door, back door, timer, clock, Trojan horse, or any code or other limiting routine, instruction or design; (e) interfere with any other person’s use and enjoyment of the Site; (f) attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any of our servers, or to any of the services offered on or through the Site, by hacking, password "mining" or any other illegitimate means. You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site; (g) use the Site for any illegal or unauthorized purposes; or (h) to further any commercial purpose, including any advertising or advertising revenue generation activity.
13.4. Digital Millennium Copyright Act (DMCA) Notice. Vendor respects the intellectual property rights of others. Anyone who believes their work has been reproduced on the Site by a third party in a way that constitutes copyright infringement should notify us, in writing, and include the following information:
a. Identification of the copyrighted work you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the Site;
b. Identification of the material you claim is infringing and needs to be removed, including a description of where it is located so that we may locate it;
c. Your address, telephone number, and, if available, your email address, so that we may contact you about your complaint;
d. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agents, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Upon receipt of a valid notification of alleged copyright infringement by a third party, Vendor will remove or disable access to the material identified in the notice, and forward the written notification to the alleged infringer.
If a notice of copyright infringement has been wrongly filed against you, you may submit a counter notification to us, in writing, that includes the following information:
a. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
b. A signed statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
e. Your name, address, and telephone number; a statement that you consent to the jurisdiction of federal district court for the judicial district in which your address is located; and that you will accept service of process from the complainant.
Claimants who make misrepresentations concerning copyright infringement and/or in their counter notification statement may be liable for any damages, including costs and attorneys’ fees incurred by Vendor and will be subject to substantial penalties under the DMCA. Notification of copyright infringement and counter notification statements should be mailed to the following address:
ARTEMEST USA, Inc.
518 W 19th St,
New York, NY 10011
14. Site Errors
14.1 Vendor cannot guarantee and nothing herein shall be interpreted as a representation or warranty by Vendor that the Site will operate continuously, without interruptions or without errors or malfunction. Vendor will use commercially reasonable efforts to ensure regular access to the Site.
14.2 Vendor makes no representations or warranties beyond those provided herein these Terms. By using the Site you agree that such use of the Site is your full and exclusive responsibility and that the use of the Site must comply with all provisions as defined herein.
14.3 Vendor does not grant in any way the accuracy and/or newsworthiness of the contents of the Site. Information as provided on the Site relating to the Products, is continuously revised and updated. Vender makes no representations or warranties that the Site is absent of all errors. Vendor reserves the right to correct any errors, inaccuracies or omissions at any time, or to revise and update information at any time under these Terms.
14.4 The Site is “as is”, no warranties, representations, as to operation of the Site or information, content, materials, or products included on the Site. Vendor cannot and does not guarantee or warrant that files made available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. By accessing the Site, you acknowledge and agree that it is your responsibility to implement sufficient safeguards and procedures to ensure that any files obtained through the Site are free from such contamination.
15. Waiver of Jury Trial
COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY TRANSACTION COMPLETED HEREBY.
16.1. You agree to defend, indemnify and hold Vendor harmless from and against all claims that may arise from (or relate to) your use or misuse of the Site and/or the Products, or any breach by you of these Terms, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney fees. Vendor reserves the right to select its own legal counsel.
16.2. VENDOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATING TO THE PRODUCTS, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, VENDOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. VENDOR’S PERSONNEL IS NOT AUTHORIZED TO ALTER THESE WARRANTIES.
16.3. VENDOR’S TOTAL LIABILITY FOR ANY LOSS, DAMAGE OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING VENDOR'S ACTIVE OR PASSIVE NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT OR THE PERFORMANCE OR BREACH OF ANY PURCHASE ORDER OR CONTRACT OF SALE ACCEPTED OR EXECUTED BY VENDOR PURSUANT TO THIS AGREEMENT, OR FROM THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, INSPECTION, ASSEMBLY, TESTING, REPAIR, REPLACEMENT, OPERATION, MAINTENANCE OR USE OF ANY PRODUCT OR FROM THE PERFORMANCE OF ANY SERVICE SHALL NOT, IN ANY EVENT, EXCEED THE PRICE ALLOCABLE TO THE PRODUCT OR SERVICE WHICH GIVES RISE TO THE CLAIM, LOSS OR DAMAGE. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY OR ALLEGED ACTIVE OR PASSIVE NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE, SHALL VENDOR BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, LOSS OF PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTED EQUIPMENT OR PARTS, FACILITIES OR SERVICES, DOWN-TIME COSTS, LABOR COSTS, OR CLAIMS OF COMPANY.
16.4. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages. Accordingly, some of the limitations and disclaimers, as described herein, may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.
16.5. The Company assumes all responsibility for the proper installation of the Products and Vendor shall not be responsible in any manner for any damages to the Products or the property relating to such Company or third-party installation.
16.6. Vendor shall only be responsible for supplying the Products and the Company shall be responsible for any necessary electrical work, assembly and related permits, if applicable.Vendor shall not be responsible for any condition or damage caused to or resulting from the electrical systems of the property.The Company shall ensure that the property is accurately built and ready for the installation of the Products. Vendor shall not be responsible for any field conditions or for the conditions of existing appliances.
16.7. By visiting the Site, you agree that the laws of the state of New York, without regard to conflict of law principles, will govern these Terms, or any dispute of any sort that may arise between you and the Vendor. Company and Vendor hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of New York located in New York County and of the United States District Court for the Southern District of New York for the resolution of all disputes arising out of or in connection with these Terms. Venue shall be in New York City.
16.8. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site or the Products must be filed by you within one-year after such claim or cause of action arises.
16.10. If any provision(s) in these Terms is determined to be invalid, illegal, or unenforceable for any reason, such provision(s) shall either be reformed to the extent necessary to make it enforceable or severed, and the remainder of these Terms shall remain in full force and effect.
16.11. Vendor’s failure to enforce at any time or for any period one or more of these Terms set forth herein shall not constitute a waiver of said Terms or a waiver of the right to subsequently enforce them at any time.
16.12. Vendor shall not be liable for failure to deliver or for delay in delivery or performance due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Company, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, pandemic or epidemic, insolvency or other inability to perform by the manufacturer, delay in transportation; or, (iii) any other commercial impracticability. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.
16.13. Notice for New Jersey Residents. No provision in these Terms shall apply to any consumer in New Jersey if the provision limits redress for/under: (i) Vendor’s tortious actions (e.g., negligence, failure to exercise a basic standard of care, failure to avoid creating an unreasonable risk of harm); (ii) the New Jersey Products Liability Act, N.J.S.A. 2A:58C-1, et seq. (i.e., the statutorily imposed duty not to manufacture and sell dangerous products including the possibility for punitive damages for violations thereof); (iii) the New Jersey Punitive Damages Act, N.J.S.A. 2A:15-5.9, et seq. (i.e., the statutory right to pursue punitive damages if damages are caused by actual malice, wanton and willful disregard, reckless indifference); (iv) the New Jersey Uniform Commercial Code (i.e., statutory rights and duties of buyers and sellers with respect to contracts for the sale of goods which sets forth the possibility of damages for economic and property harm; and (v) Vendors’s failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft, as regulated by the Federal Trade Commission and the Federal Communications Commission, and as governed by the New Jersey Identity Theft Protection Act, N.J.S.A.56:8-161, et seq., and the New Jersey Consumer Fraud Act, N.J.S.A. 56:8-3, et seq.). With respect to these Terms, the provision concerning the exclusion or limitation of certain damages is not applicable in New Jersey with respect to statutory damages, punitive damages, loss of data, and loss of or damage to property.
16.14. Notice to California Residents. (i) California Proposition 65.California Proposition 65 requires that special warnings be provided when products contain chemicals known by the State of California to cause cancer, birth defects, or other reproductive harm if the use of those products may cause exposure to those chemicals above specific limits. These warnings relate to some but not all tools, lead crystal glassware, ceramic tableware, tiffany style lamps, and electrical cords. Please call us prior to ordering if you have any questions regarding the safety of these products. (ii) Pursuant to California Civil Code Section 1789.3, Vendor provides users of the Site with the following notice: You may report complaints to the Consumer Information Division of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.