Terms and Conditions of Sale
BUYER’S (“BUYER”) INVOICE (“INVOICE”) REFERENCING AND LINKING TO THESE CORDE NEW YORK, LLC (“SELLER”) TERMS AND CONDITIONS OF SALE AND THE TRANSACTIONS RELATED THERETO ARE GOVERNED SOLELY BY THESE SELLER’S TERMS AND CONDITIONS OF SALE (“AGREEMENT”). ANY PROPOSAL THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM THIS AGREEMENT ARE OBJECTED TO AND DISALLOWED. NOTWITHSTANDING THE FOREGOING, ANY SUCH COUNTERPROPOSALS BY BUYER SHALL NOT OPERATE AS A REJECTION TERMS OF THIS AGREEMENT OR THE INVOICE TERMS, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S) PROPOSED BY BUYER.
1. Portrayal of Seller’s Products. (a) Seller does not guarantee the accuracy or completeness of any content on Seller’s site, www.corde.co (“Site”), or the description or portrayal of any product on the same. Seller reserves the right to remove or make changes to the Site content, in its sole discretion. Notwithstanding the generality of the foregoing, Seller makes every effort to portray its products accurately, though variations and inaccuracies may occur. All measurements are approximate. Variations in color may occur. Any condition reports that may be provided to Buyer are provided solely as a convenience to Buyer, and shall not be deemed to be a warranty as to the condition of any product. All products are sold “as is,” unless Seller otherwise agrees in a signed writing by Seller’s authorized representative.
(b) All items are subject to availability. Buyer’s acceptance of an offer which has already been accepted by another buyer, shall not constitute acceptance of such offer, and no agreement shall be considered formed between Seller and Buyer. Seller shall use reasonable efforts to keep the Site content up-to-date and to remove, or update the status of, any offers that have been accepted or products that have already been sold.
2. Sale Process. (a) Seller’s products are exhibited as for sale on, inter alia, the Site. Any potential buyer may request a price quote from Seller, for any particular product exhibited for sale by Seller, by contacting Seller at contact@corde.co. Seller may provide such potential buyer a price quote, in Seller’s sole discretion, by responding to such email with such price quote. Such price quote shall be deemed to be an offer from Seller to Buyer for Buyer’s purchase of such product. Any such price quote is always quoted by Seller at the so-called “net” price and specifically excludes any sales tax which shall be applied in an Invoice to Buyer, in accordance with local laws. Quoted prices are valid for sixty (60) days, unless Seller, in its sole discretion, states otherwise in writing (via email shall suffice), in such price quote, to Buyer.
(b) Buyer may request, but Seller does not guarantee, a hold period for any particular product, which may be granted in writing to Buyer, in Seller’s absolute discretion, as a courtesy to Buyer. Any such hold period granted, in Seller’s sole discretion, shall not exceed a seven (7) day period from the date of Buyer’s acceptance of Seller’s quote, unless otherwise set forth in writing (email shall suffice) by Seller.
3. Invoicing and Formation of Contract. (a) Upon Buyer’s acceptance (in writing or otherwise) of the price quote from Seller, and subject to Seller’s product availability, an Invoice will be issued to Buyer. The receipt of an Invoice by Buyer shall constitute Buyer’s acceptance of this Agreement and Buyer’s binding agreement to purchase the product(s) listed in the Invoice at the quoted price, in accordance with the terms herein. Buyer shall pay the purchase price contained in the Invoice within thirty (30) days from Buyer’s receipt of the Invoice. During such thirty-day period, such Invoiced product shall remain exclusively available to Buyer. In the event that Buyer does not remit the purchase price for the Invoiced product within such thirty-day period, this Agreement shall terminate, and Seller shall be free to sell such Invoiced product to any other Buyer, without any liability to Buyer.
(b) All sales are final. Any and all sales transacted under this Agreement are final and without recourse to Buyer. Seller shall have no obligation to return or refund any payment made to Seller for purchased product.
4. Receipt of Purchase Price and Delivery. (a) At any time prior to Seller’s receipt of the purchase price for an Invoiced product, Seller unconditionally reserves the absolute right to terminate this Agreement with, or revoke any offer to (whether accepted by Buyer or not), the Buyer.
(b) Unless otherwise set forth in an Invoice, products purchased from Seller are available for collection solely at Seller’s location at 240 Huntington Street, Brooklyn, New York 11231 (“Seller’s Premises”), between the hours of 10AM and 3PM local time, Monday through Friday, excluding public holidays. Appointments are required for collection of the purchased product and such appointments may be made solely with an authorized representative of Seller.
(c) SELLER DOES NOT OFFER SHIPPING OR DELIVERY OF PURCHASED PRODUCTS TO BUYER AND BUYER IS SOLELY RESPONSIBLE FOR THE COLLECTION OF ANY PRODUCT PURCHASED WITHIN FORTY-FIVE (45) DAYS OF BUYER’S RECEIPT OF A PAID RECEIPT FROM SELLER.
(d) Buyer may request, and in Seller’s sole discretion Seller may provide as a courtesy, Seller’s assistance in sourcing third-party quotes for transportation and delivery of the purchase products. Such assistance, if provided, shall in no way create an obligation or liability on Seller for the transportation or delivery of the purchased product, nor create any liability for Seller for any damage caused to the purchased product from any transport or delivery of the same. Buyer hereby specifically indemnifies and holds harmless the Seller, Seller’s assigns and affiliates, to the fullest extent of the law, from any all claims, liability, or damages arising from such transport or delivery.
5. Cost of Delivery, Taxes and Other Charges. Buyer shall pay the costs of collection and/or delivery of the purchased products. Buyer shall pay all sales, use, excise or similar taxes, or other charges, which Seller is required to pay, or to collect and remit, to any Government (national, state or local) and which are imposed on or measured by the sale.
6. Transfer of Property and Risk of Loss. Seller retains the right and title to the Invoiced products sold to Buyer until Seller is paid in full for the Invoiced products. Buyer shall obtain the right and title to the Invoiced products upon payment to Seller of the purchase price and any taxes, excise or other charges. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the purchased products, transfers to Buyer [F.O.B. Seller’s Premises].
7. No Set-Off. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Seller shall be made without Seller’s prior, express written approval.
8. Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN WITH RESPECT TO A PURCHASED PRODUCT ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PURCHASED PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.
9. Limitation of Liability. No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of purchased product delivered or non-delivery, shall be greater in amount then the purchase price for the purchased products in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
10. Inspection. Unless otherwise set forth in an Invoice, Buyer shall inspect the purchased product promptly upon Buyer’s arrival at Seller’s Premises for the collection of the purchased product. Failure by Buyer to provide Seller with written notice of a claim on such collection date, shall constitute a waiver by Buyer of all claims with respect to such purchased product.
11. Seller’s Rights. All of Seller’s remedies provided herein shall be in addition to, and not in lieu of, any other remedies that may be available to Seller.
12. Governing Law. This Agreement shall be construed, and the respective rights and duties of Buyer and Seller shall be determined, according to the laws of the State of New York, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13. Dispute Resolution. Any dispute, controversy or claim arising out of or related in any way to this Agreement and/or any sale and purchase of products hereunder or any transaction contemplated hereby which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of three (3) arbitrators sitting in New York County. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of New York. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the parties hereto. The arbitrator shall be empowered to award money damages, but shall not be empowered to award incidental damages, consequential damages, indirect damages, statutory damages, special damages, exemplary damages, punitive damages or specific performance. Each party hereto shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.
14. No Assignment. This Agreement between Buyer and Seller is not transferable by either party hereto without the prior written consent of the other party hereto, except that Seller may assign this Agreement without Buyer’s consent if the assignment is to a to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of Seller’s assets.
15. Compliance with Laws; Export Laws. Buyer and Seller shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable US Export laws and regulations with respect to the purchased products.
16. Miscellaneous. This Agreement is the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Seller. This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties hereto. No waiver by Seller of any of terms of this Agreement or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of this Agreement. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing this Agreement.