The prices shown on the Buyer’s
Invoice/On-line Order are F.O.B. Perch Chairs & Stools, Denver,
Colorado. All transportation, license fees, custom duties and other such
charges shall be paid by Buyer unless otherwise noted. There shall be
added to the prices shown on the Buyer’s Invoice/On-line Order the
amount of any applicable sales, use or other taxes, however designated,
levied or based on such prices or on this agreement or the sale or use
of the Equipment, including state and local privilege or excise taxes
based upon gross revenue, and any taxes or amounts in lieu thereof. Any
personal property taxes assessable on the Equipment after delivery to
the carrier shall be borne by the Buyer. Prices and Terms are subject to
change without notice. In the event that any item(s) are for any reason
out of stock, discontinued, or not capable of delivery, Perch Chairs
& Stools' liability shall be limited to the refund of any monies
customer may have paid for such items that are not deliverable.
If Buyer chooses to acquire/finance the
equipment via a Lease, Perch Chairs & Stools requires a Security
Deposit (ranging from 10-20%) to process Buyer’s Invoice/On-line Order.
This Security Deposit is refundable in full upon receipt of Delivery
& Acceptance of equipment and receipt of Purchase Order from lease
3. SECURITY INTEREST AND TITLE.
until Buyer performs all of its obligations hereunder, including without
limitation, payment in full of the purchase price, including all
accessories and replacements thereto and the proceeds thereof to secure
performance of all such obligations of Buyer. Buyer agrees, upon demand
by Seller, to promptly execute any financing statement, application, or
registration of other documents necessary and to take any other action
deemed necessary or desirable by Seller in order to perfect Seller’s
security interest. Buyer agrees to keep the equipment in good order and
repair until full purchase price has been paid. Buyer shall not attempt
to transfer an Interest in the Equipment until said purchase price has
been paid in full.
4. DEFAULT. Failure of Buyer to perform its obligations hereunder,
including but not limited to payment in full of purchase price,
insolvency, bankruptcy, assignment for the benefit of creditors or
dissolution, liquidation, or losing of business by Buyer, shall
constitute a default under this Agreement and shall afford the Seller
all remedies of a secured party under the Uniform Commercial Code of the
State of Colorado.
5. RISK OF LOSS.
Risk of loss or damage to the
Equipment shall pass to Buyer upon delivery of the Equipment to the
Buyer (regardless of whether payment has been made). Seller will insure
to full value the Equipment shipped or declare full value thereof to the
transportation company at the time of the shipment. Confiscation or
destruction of, or damage to the Equipment following shipment and
delivery shall not in any way affect the Debility of Buyer to pay the
purchase price. Buyer shall inspect the Equipment upon receipt and
notify Seller within 24 hours following delivery when there is evidence
of shipping damage. Buyer’s failure to notify Seller of shipping damage
within 24 hours of delivery shall constitute a waiver by Buyer of any
This Agreement may not be assigned, in whole or in part, without the written consent of the non-assigning party.
7. ATTORNEY FEES.
Buyer agrees to pay Seller’s
reasonable attorney fees and other costs and expenses incurred by Seller
In connection with the enforcement of this Agreement, whether or not
suit is ultimately filed.
Buyer shall indemnify and hold
Seller harmless (including, without limitation, Seller’s reasonable
attorney fees and costs) from any claim arising out of or relating to
(a) damage, injury or claim arising from any fault or neglect of Buyer,
Buyers employees, agents and licensees, or any person not party hereto,
or (b) to the extent that Equipment is manufactured according to Buyers
specifications and/or drawings, any charge that said Equipment infringes
any patent or other proprietary right of any other person.
9. ORDER CANCELLATION/RETURNED GOODS POLICY.
will be charged a minimum 15% restocking fee for all returned goods
and/or cancelled orders. Cancellations must be in writing to Perch
Chairs & Stools, Denver, Colorado. Customer is responsible for
shipping costs related to cancelled orders and returned goods. All
returns MUST be issued a Return Merchandise Authorization number. No
credit will be given for items returned to Perch Chairs & Stools
without a Return Merchandise Authorization number. If customer claims
the goods received are non-conforming or defective, Perch Chairs &
Stools shall have commercially reasonable time in which to repair or
replace them with conforming goods, otherwise, Perch Chairs &
Stools' restocking fee, shipping and other expenses incurred by Perch
Chairs & Stools as a result of this sale will be charged to the
Buyer. Upon approval of return, Buyer is responsible for insuring that
all items arrive in new, unused, resalable condition. Once received and
this determination made the appropriate refund will be made. Perch
Chairs & Stools' policy on its Specialty Color chairs and stools:
Perch Chairs & Stools' Specialty Color chairs and stools are
customized, made to order upholstered items and therefore cannot be
cancelled, modified, or returned, unless incorrectly shipped, or
10. GOVERNING LAW.
This Purchase Agreement and its
enforcement shall be governed by, and construed in accordance with, the
laws of the State of Colorado.
11. ENTIRE AGREEMENT.
This Agreement, (which consists
of the Buyer’s Invoice/On-line Order, Perch Chairs & Stools Terms
& Conditions, and any other necessary documents) constitutes the
entire understanding between the parties and supersedes all proposals,
oral or written, and all other communications between the parties
relating to the subject matter. Any modification of this Agreement must
be in writing and signed by all parties to this Agreement. The Terms and
Conditions of this Agreement will govern Buyer's order and any
provision of Buyer's own purchase order, which in any manner differs
from, or is in addition to the provision (s) of the Agreement, shall be
of no force or effect. With an on-line order from
www.perchchairsandstools.com Buyer expressly agrees to be bound by the
terms and conditions hereof, not withstanding any terms and conditions
in Buyer’s purchase order form to the contrary. Seller's acceptance of
Buyer’s order is expressly made conditional of Buyer’s consent to the
terms of this Agreement. Any acknowledgement, which in a manner differs
from or is in addition to the provision(s) of this Agreement, shall be
of no force or effect.
If any provision(s) of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provision shall not in any
way be affected or impaired thereby.
13. WARRANTY/WARRANTY INVALIDATION.
& Stools' warranty, if any, will be immediately VOID if any
attempted or actual repairs or extraordinary maintenance on the
equipment are not performed by Perch Chairs & Stools or by an
approved repair or maintenance center that has been authorized by Perch
Chairs & Stools in writing. The improper or incorrect assembly of
equipment or any misuse will also VOID any warranty. Perch Chairs &
Stools is not responsible for any repair or service costs incurred by
customer, whether or not the item is under warranty, without prior
written authorization of Perch Chairs & Stools.