TERMS & CONDITIONS OF SALE
Terms and Conditions of Sale
The prices set forth in the Sales Order do not include any foreign, federal, state or local sales, use or excise taxes. Purchaser shall provide to BAAN upon request a Reseller permit and will be responsible to notify BAAN in the event of a change is such Reseller permit. Purchaser shall in any event pay any and all such charges, except for those imposed in BAAN's income. If Purchaser does not provide a valid Reseller permit, BAAN will include any applicable foreign, federal, state or local sales, use or excise taxes on the invoice.
Unless otherwise specified, no BAAN products will be shipped until Purchaser has submitted a written order and has signed a Sales Order. Sales Orders for orders shall state: the sales order number, the BAAN products ordered, including model numbers, if applicable; quantity; requested delivery dates; billing address; shipping address; and shipping instructions, product prices and payment terms. Within fifteen (15) days of Purchaser’s receipt of the Sales Order, Purchaser shall pay a thirty percent (30%) deposit of the total Sales Order, unless the order contains a Special Order, as specified below. BAAN will issue an invoice to Purchaser upon shipment of the products to Purchaser for any outstanding payments due under the Sales Order.
Purchaser's Sales Order shall not be subject to cancellation, changes or reductions in amount, or suspension of deliveries once signed and delivered to BAAN except upon BAAN's prior written consent and upon terms which indemnify BAAN against loss.
Unless otherwise stated, all BAAN quotations are valid for a period of fourteen (14) days from the date of quotation. All quotations of product prices shall be Ex Works warehouse North Carolina and exclusive of VAT and import duties. All freight and insurance will be the responsibility of Purchaser, unless otherwise arranged by the Purchaser with BAAN.
Any date of delivery furnished by BAAN to Purchaser is determined from the date of BAAN's receipt of Purchaser's signed Sales Order and an agreement to payment terms. The date is only an estimate of the date of delivery, not a guarantee of a particular delivery date. If prepayment or letter of credit payment terms are required by BAAN's credit department, the delivery date is determined from the date of BAAN's receipt of such prepayment or approved letter of credit. BAAN shall not be liable for a failure of delay in shipment.
ERRORS OR OMISSIONS
Errors or omissions in any BAAN quotation, acceptance, packing list or other document may be subject to correction at BAAN's discretion.
Payment terms are set forth on the Sales Order. BAAN reserves the right to require Purchaser to remit a 30% deposit of the Sales Order prior to shipment. If payment terms are authorized by BAAN commencement of such terms shall begin from the date of shipment to Purchaser. All orders submitted by Purchaser are subject to approval by BAAN's credit department, which reserves the right to change or withdraw credit terms without notice. All payments shall be made in US Dollars and may normally be by credit card, wire transfer, check or money order, but at BAAN's discretion, payment may be required through cashier's check, irrevocable letter of credit. All bank fees or charges shall be paid by Purchaser including credit card charges.
Purchaser shall pay a late fee of one and one-half percent (1.5%) per month on all balances not paid within the term set forth on the Sales Order and invoice. Excessive late payments may cause future orders once accepted by BAAN to be shipped to Purchaser on a prepayment, Cash on Delivery (COD), or irrevocable letter of credit basis.
For any Purchaser within the USA, Purchaser hereby grants to BAAN a purchase money security interest in Purchaser's entire inventory of BAAN's products, whether heretofore or hereafter acquired from BAAN. Purchaser hereby irrevocably appoints BAAN as Purchaser's attorney-in-fact to prepare, execute and file financing statements showing BAAN's interest in such BAAN products. Purchaser shall pay the cost of filing all such financial statement. Upon the occurrence of any default by Purchaser with regard to payment for shipped BAAN products, and at any time thereafter, BAAN may without prior notice to Purchaser take possession of such BAAN products, wherever they may be found, or exercise and enforce any and all rights and remedies otherwise available to a secured party under the Uniform Commercial Code upon such default. For any Purchaser outside the USA, notwithstanding the passing of the risk of loss to Purchaser as provided herein, BAAN shall retain title to the products sold to Purchaser until receipt of full payment of the purchase price.
SHIPPING AND RISK OF LOSS
BAAN shall ship all products listed on each Sales Order to the name and address set forth on the Sales Order and in accordance with the method set forth on the Sales Order via the carrier designated by Purchaser Ex works warehouse. Purchaser will be responsible for all shipping costs including costs of insurance for shipping of the products unless the Purchaser and BAAN agree in writing to a different arrangement. Risk of loss shall pass to Purchaser upon delivery by BAAN to the carrier. BAAN will provide reasonable cooperation should Purchaser assert a claim against any carrier or insurance company to recover any loss of product during transit.
Purchaser shall indemnify and defend BAAN and each of its affiliates against and hold them harmless from, any and all claims, actions, proceedings, liabilities, obligations, losses, damages, costs, or expenses (including reasonable attorney fees) incurred by BAAN or any of its affiliates to the extent (a) resulting from , or arising out of, or in connection with, any breach by Purchaser of any covenant or representation (b) or relating to death or injury to any person or damage to any person or damage to any property and resulting from, or arising out of or in connection with, any act or omission constituting negligence or willful misconduct by Purchaser or any of its subcontractor's, officer, directors, employees or agents, during performance of its obligations under this Agreement.
PURCHASER'S DUTIES AND RESPONSIBILITIES
By accepting delivery of any BAAN product, the Purchaser agrees to use that product only for its intended use as furniture including furniture for resale. The Purchaser assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than the intended use of a BAAN product.
The Purchaser agrees to assume all liability arising out of any use other than the intended use (i.e. furniture) of a BAAN product by any third party who has directly or indirectly obtained the product from the Purchaser. In addition, the Purchaser agrees to indemnify, defend, and hold harmless BAAN against all inquiries, claims, damages, actions, causes of action, injuries, and litigation arising out of any use other than the intended use of a BAAN product purchased by the Purchaser.
INSPECTION AND ACCEPTANCE OF PRODUCT
BAAN takes every step possible to ensure the Purchaser’s orders arrive in the best condition possible, However, it is the Purchaser’s full responsibility to thoroughly inspect the products received and observe any defects or damages before signing and accepting delivery. Therefore, Purchaser is to inspect the products at the time of arrival and note all damages or possible concealed damages before signing the delivery receipt. If the product arrived damaged, please contact BAAN within the 48 hour timeframe and provide pictures and details of the damages in written form. Upon inspection, Purchaser shall notify BAAN's customer service department immediately and within forty-eight (48) hours of receipt of BAAN products regarding any defect or deficiency therein, including questions regarding the Sales Order, misshipments or lost or damaged shipment. Failure to provide such notice to BAAN, shall be deemed as an acceptance of such BAAN products as complete and satisfactory to Purchaser. In addition, if damaged product is not reported promptly, BAAN will not be able to assist with any claims by the purchaser. All defective products that are returned to us must be packed in original boxes with original packing material.
In the event of a problem with a shipment the Purchaser should immediately notify BAAN of any such problems so that the parties can have a timely opportunity to address any concerns and amicably reach a solution. If any unacceptable damages are observed, Purchaser, or the Purchaser’s designated representative, has the right to refuse the delivery of the item. If customer refuses any product, the customer must notify BAAN of such refusal in writing within 48 hours of receipt of such product and will return the product to BAAN in the original condition and packaging at customer's expense within 96 hours after notice of refusal has been provided to BAAN, otherwise customer shall be deemed to have accepted the product. BAAN appreciates the exercise of common business courtesy by the Purchaser.
If damage is discovered after the Purchaser receives and accepts the products, BAAN will not be responsible for any replacement or return.
CLAIMS, RETURNS AND EXCHANGE POLICY
Purchaser shall not be entitled to return products without BAAN written approval. Purchaser shall obtain the appropriate forms from BAAN prior to returning any such product. Claims must be filed within 48 hours of arrival to the customer. BAAN reserves the right to examine and inspect all returned and exchanged items before deciding wherever to issue a credit to the Purchaser’s account.
BAAN makes sure to take all possible measures to ensure Purchaser’s orders ships and arrives in the best condition possible. In case of damages in end-user's location, it is end-user's responsibility to keep the package, provide all necessary claim materials and prepare the product to be picked up.
All defective products must be returned in the original packing material. BAAN will only allow the return by Purchaser and the replacement of manufacturing defective products. In case of loss, damage or any manufacturing defect, replacements will be provided for cost or free of charge, and will be available for pick up from our warehouse only. BAAN does not issue cash refunds. Shipping charges are not refundable. BAAN is not responsible for the damages caused by the freight company. BAAN does not accept or honor charge-back, debits, returns, offsets, deductions, or claims without our express written consent.
In order for an item to be replaced for any reason at the sole discretion of BAAN, the original product must be returned in 'Like-New' condition, in the original packing, for a full or partial refund.
Returns will not be accepted by BAAN unless the return complies with this provision. There will be a 25% restocking fee for returned items with original packing. Product that has been assembled will not be accepted for a refund, credit or exchange.
Please note that there may be variations in shade due to natural origin of wood, leather and fabric materials. Digital or printed image colors can also be slightly different from the originals. Special order can be canceled within first 48 hours of acceptance of Sales Order by Purchaser. Company reserves the right to refuse and issue refunds or exchanges after such 48 hour timeframe. All delivery dates for special orders are approximate and can change due to production time frame, overseas loading plans, shipping schedule or any other causes beyond our control. Deposit of thirty percent (30%) must be paid before a Sales Order for special products will be processed. This deposit is non-refundable in case of cancellation. All Special Order products remain the property of the BAAN until paid in full. Special Orders must be paid in full and picked up from our location within five (5) business days from the day of notification of arrival. Storage fee of $15 per day will be added to the invoice after this period. Same period and storage fee rule applies to orders that were shipped to a designated distribution center for pick up.
CLEARANCE AND CLOSEOUT ITEMS
Clearance and closeout items cannot be returned or exchanged. All such sales are final and items are sold “AS IS”.
All products shall conform to the manufacturer's specifications and shall be free from defects in design, materials and workmanship for six (6) months from date of shipment. BAAN HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BAAN's standard warranty policy covering any BAAN products shall be NULL, VOID, AND OF NO EFFECT if the Purchaser or any third party uses that product for any use other than the intended use of that product.
Damage resulting from improper handling after merchandise is received by the Purchaser or from exposure to weather or extreme atmospheric conditions is not covered by this warranty. This warranty is subject to normal use under normal conditions.
Proper care and usage are essential to preserving the Purchaser’s rights under this warranty. This warranty does not apply if Purchaser’s BAAN merchandise is damaged by the use of detergents, abrasives or other chemicals, or if exposed to sunlight or extreme heat (except for outdoor items suitable for such use).
This warranty does not cover damages resulting from negligence, abuse, normal wear and tear, or accidents including, but not limited to, burns, cuts, scratches, tears, scuffs, stains, or indentations.
This warranty does not cover floor samples, clearance, closeout items or products designated “as is” at time of purchase.
Because of craftsmanship or use of natural materials in BAAN products, normal variations can occur from piece to piece. This warranty does not cover such variations.
If any model or sample is shown to Purchaser, such model or sample is used merely to illustrate the general type and quality of goods, and not to represent that goods supplied to Purchaser will necessarily conform in all respects to the sample or model.
BAAN will not be liable for any loss, expense or damage other than to the furniture itself that may result from defect in the product.
This warranty becomes effective with the delivery date.
The trademarks are pictures, logos, service marks used and displayed on this web site are registered and unregistered Trademarks of BAAN Inc. The name of BAAN Inc., logo or the other BAAN ts or trademarks may not be used in any way, without prior written permission from BAAN. BAAN prohibits use of BAAN logo as part of a link to or from any site unless such link is approved in advance by BAAN in writing. BAAN aggressively enforces its intellectual property rights to the fullest extent of the law. BAAN can enforce this provision in any court of competent jurisdiction and is entitled to recover any costs in protecting its rights including recovery of reasonable attorney fees.
RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall be construed or intended to create any partnership, joint venture, or agency relationship between the parties. Nothing contained in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the parties any rights under or by reason of this Agreement.
Any notices required or permitted will be given to the appropriate party at the address specified in the Sales Order, or such other address as the party may have subsequently provided in writing. Notices are legally effective when actually received. In addition to delivery by hand or by overnight courier such as FEDEX, UPS or other private delivery service signature required, a notice is deemed actually received three (3) days after sent certified mail return receipt requested, postage prepaid; and/or by facsimile or email with proof of transmission.
In no event will BAAN's liability for any breach of this Agreement be more than the amount of the Sales Order which is the subject of the alleged breach.
Purchaser shall not assign any of it rights or delegate any of its obligations under this Agreement without the prior written consent of BAAN.
If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue to be in full force and effect.
Nevada, excluding its choice of law rules, shall be controlling for all purposes regarding any claim or dispute between BAAN and Purchaser. You agree that any litigation not subject to the binding arbitration provision in this Agreement, shall be subject to the exclusive jurisdiction of the state or federal courts in Nevada. The United Nation Convention on Agreement for the International Sale of Goods shall not apply to transactions between BAAN Inc. and the Purchaser.
The arbitrator shall apply Nevada law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If you initiate arbitration against BAAN, you will be responsible for your portion of the professional fees for the arbitrator’s services or any other JAMS fees. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, illegal, unenforceable, or conflicting provision were not contained herein. If, however, the portion that is deemed illegal, invalid, or unenforceable is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither you nor BAAN shall be entitled to arbitrate their dispute. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.
BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL. DO NOT USE THIS WEBSITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.
If BAAN is the prevailing party in any legal proceeding between Purchaser and BAAN, BAAN shall be entitled to its reasonable attorney's fees and costs incurred therein.
All Sales Orders are subject to strikes, labor problems, lockouts, contingencies of transportation, failure of usual source of supply of fuel, shortage of materials, accidents, product delay or any other problems beyond BAAN's control such natural disasters. BAAN shall not be responsible for such events and will make every reasonable effort to ship the products within a commercially reasonable time once the delay is rectified.
This Agreement, including the signed Sales Order contains the entire understanding of the parties with respect to the subject matter and replaces any prior written or oral communications.