SALES CONDITIONS
Buyer’s acceptance of the “TERMS AND CONDITIONS OF SALE”
These Terms and Conditions of Sale shall apply to every contract “Quinze & Milan Designers BVBA” (Quinze & Milan) for the sale of goods or articles (“Products”) to any person or entity (“Buyer”) who sends to Quinze & Milan or its agent an order to purchase Products from Quinze & Milan. By placing any order for Products, the buyer agrees to these terms Terms and Conditions of Sale. Any other terms or conditions which may at any indicated in the Buyer’s order form or otherwise (whether oral, typed, written or printed) shall be null and void and of no effect, even if not expressly objected to by Quinze & Milan.
Purchase Orders
Buyer shall submit purchase orders to Quinze & Milan in writing, which shall set forth, at a minimum: (a) an identification of the Products ordered including Product and material specifications, (b) quantities, (c) requested date of delivery of Products, (d) the address of the location that the products will be delivered and (e) shipping instructions and shipping address. In the event of any inconsistency or variance between the terms and the conditions and those terms set forth on Buyer’s order form, these terms and conditions shall govern. Quinze & Milan’s order confirmation shall be final and binding upon buyer.
Orders
Buyer is solely responsible for preparing Product and material specifications. Quinze & Milan will make reasonable attempts to confirm each order in writing with our standard acknowledgement form for the specific Products ordered.Order are subject to the terms and conditions here and as it appears on our order acknowledgement. In the event of any inconsistency or variance between Quinze & Milan’s terms and conditions of sale and those set forth on the Buyer’s order from, our Terms and Conditions will govern. Our order confirmation is final and binding.
Acceptance
Any order of the Buyer may be accepted by Quinze & Milan in whole or in part. No order of the buyer will be binding upon Quinze & Milan unless accepted by Quinze & Milan at its main office in Belgium or the representative office in the USA, on Quinze & Milan’s form of order acknowledgement. No other person or firm has any authority to accept orders, make representation or otherwise make binding commitments on behalf of Quinze & Milan. Every order of the Buyer delivered to Quinze & Milan or its agent will be binding on the buyer unless and until it is rejected in writing by Quinze & Milan, and may not be canceled, withdrawn or modified by the Buyer, however, in the event of a partial acceptance by Quinze & Milan, the Buyer will no longer be bound with respect to the parts of the order not accepted by Quinze & Milan. Acceptance of any part of the Products ordered shall constitute acceptance of all of the ordered Products, whether or not the Products are all tendered in one shipment. No Products maybe returned by the Buyer without Quinze & Milan’s prior authorization. All returns shall be subject to verification on arrival at the location specified for the return of the Products in such written authorization.
Prices
All prices are listed unless indicated otherwise on our order confirmation. Freight is prepaid and allowed, FOB Belgium. If an order exceeds EURO 25,000 list, then Quinze & Milan shall pay for the shipping door to door within Europe and the continental United States to one shipping address and by the means and method approved by Quinze & Milan. Special or unusual packaging, shipping or handling will be subject to an additional charge. Prices include normal packaging. Prices do not include storage or insurance charges, sales and other taxes, inside delivery, uncrating and installation costs. Special handling or crating is additional.Prices and specifications are subject to chance without notice. List Prices are based in EURO.All payments by Buyer shall be in EURO or in USD. The currency exchange rate at the day of order confirmation will be applied. Orders are subject to Quinze & Milan’s list prices at the time of order acknowledgement and each shipment will be invoiced at such prices. Orders with extended delivery date may be subject to special pricing. If any tax, tariff, duty or charge, now or hereafter imposed by any governmental authority, foreign or domestic, upon materials sold here and upon the production, sale, transportation, use or delivery thereof, is required to be paid or collected by Quinze & Milan directly or indirectly, either by such governmental authority or agency or by virtue of Quinze & Milan’s contract with Quinze & Milan’s vendors, the amount thereof shall be added to the price provided for herein and paid by Buyer. Quinze & Milan may, at Quinze & Milan’s option, add to the price of the materials sold hereunder the amount of any increase in transportation charges for shipments to Buyer provided that such tranportation charges are payable by Quinze & Milan hereunder.
Discounts and Allowances
Except as expressly provided in Quinze & Milan’s order acknowledgement, the Buyer will not be entitled to any discount, allowance, commission or rebate of any kind, directly or indirectly. Any discount granted by Quinze & Milan for prepayment of any invoice, will be allowed only if the full amount specified in the invoice is received by Quinze & Milan on or before the due date of the invoice.
Terms
Unless buyer has established credit with Quinze & Milan, terms are 50% deposit with order and balance due before order is shipped. Order production begins only when 50% deposit is received. Orders from Buyers with approved credit are subject to special arrangements. Account is delinquent if payment is not made within 30 days, interest will be charged at the rate of 1.5 % per month on delinquent accounts.
Charges and Cancellations
Requests for changes or cancellations to an order are subject to Quinze & Milan’s agreement to make these changes. Requests must be submitted in writing within 5 days of Quinze & Milan’s receipt of the original purchase order and are subject to Quinze & Milan’s prior written approval, which may be withheld in Quinze & Milan’s sole discretion. An order placed by Buyer with and accepted by Quinze & Milan can be cancelled, suspended, or extended only with Quinze & Milan’s written consent and upon terms that will indemnify Quinze & Milan against loss and provide Quinze & Milan with a reasonable profit for its time, services, use of facilities and otherwise. Buyer will be obligated to accept any good shipped or delivered Quinze & Milan prior to cancellation, suspension or extension of the order. Any attempt of the Buyer to unilaterally revoke acceptance for any reason whatever after he has accepted any shipment shall constitute a breach of this Agreement. For purposes of this paragraph, acceptance shall be any waiver of inspection use or possession of goods, payment of the invoice, or any indication of exclusive control exercised by Buyer. Changes will be subject to revised delivery date and additional charges for materials and labor, as determined by Quinze & Milan in their sole discretion. All orders that require special materials or construction are not subject to cancellations.
Waiver
No Failure of Quinze & Milan to insist upon strict compliance by Buyer with the terms and conditions of this order to exercise any rights accruing from any default of the Buyer shall impair Quinze & Milan’s rights in case Buyer’s default continues or in case of any subsequent default by Buyer.
Merger Clause
Quinze & Milan’s dealers, salespeople or other employees may have made oral statements about the merchandise described in this order. Such statements do not constitute warranties, shall not be relied on by Buyer and are not part of the order. The order is embodied in this writing and any and all representations, promises, warranties and statements by Quinze & Milan’s or its and/or their Agent(s) that differ in any way from the terms of this written agreement shall be given no force or effect.
Modification
These terms and conditions maybe modified only by a writing signed by an authorized representative of Quinze & Milan.
Applicable law and jurisdiction
All orders in Europe and Asia shall be governed by and construed and construed in accordance with the law of Belgium. All orders in the USA and Canada, shall be governed by and construed in accordance with the law of the state of Delaware, without giving effect to conflict of law principles. In case of litigation and at its sole discretion Quinze & Milan may commence and prosecute such litigation in any jurisdiction in which the Buyer may be located or found or may do or transact business.
Severability
If any provision of these Terms and Conditions of Sale or the application thereof to any person or circumstance shall, to any extent, be invalid or enforceable, the remainder of these Terms and Conditions of Sale, and the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of these Terms and Conditions of Sale shall remain in effect and shall be enforceable to the full extent permitted by law.
Returns
Returns of Products will not be accepted without our written authorization and shipping instructions. Unauthorized returns will be returned freight collect. Authorized returns are subject to a restocking charge of 25% for standard items, non standard and custom items cannot be returned. An additional charge may be also imposed to cover the cost of restocking merchandise returned in damaged condition. Return transportation must be prepaid.
Designs
All designs shown in our catalogs and price lists are, and remain, our property. All dimensions shown are approximate. Quinze & Milan’s catalog and price list are not available to the general public and are issued to the trade solely for the purpose of inviting purchase of these models.
Materials
Quinze & Milan carefully selects only the finest quality products for its Products. While Quinze & Milan makes every effort to match consistence appearance of the product, all Products are sold subject to commercially acceptable variations or irregularities of color, surface, grain or texture due to the nature of the materials and techniques applied.
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Registered by
Quinze & Milan Europe
Quinze & Milan Designers BVBA
January 1, 2010