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TERMS & CONDITIONS

Standard Terms & Conditions of Sale

  1. Terms of Agreement. Any order by a person or entity (“Buyer”) for goods (an “Order”) that is accepted by Retail Space Solutions LLC (“RSS”) is accepted subject to these Standard Terms and Conditions of Sale, (“Terms & Conditions”) which are made a part of and incorporated into any acceptance, acknowledgement, invoice and other document issued by RSS in response to such Order. No waiver, alteration, or modification of the terms and conditions set forth herein shall be valid unless expressly agreed to in writing by RSS. Any different, additional or conflicting terms or conditions set forth in Buyer’s purchase order or any other document issued by Buyer are expressly objected to by RSS.
  2. Order Confirmation by RSS. Orders are considered accepted by RSS upon its issuance of an order confirmation (”Order Confirmation”). Buyer is responsible for notifying RSS of any discrepancies or errors set forth in the Order Confirmation within one (1) business day of Buyer’s receipt of such Order Confirmation.
  3. Authorized Purchase Orders. Authorized Orders and related Order Confirmations from RSS are required for Order values greater than $5,000.
  4. Minimum Order. Orders submitted under the minimum value of $500.00 will be subject to a processing fee of the difference between the product order value and the $500.00 minimum.
  5. Lead Times. Order processing lead times are subject to revision dependent on the conditions prevailing at the time Buyer’s Order is received. In-stock items generally will ship within 2 to 3 business days of RSS’ receipt of a valid Order that RSS has acknowledged and accepted.
  6. Expedited Shipments. If shipment of in-stock items is required in less than the standard time frame of 2 to 3 business days, a $50.00 expediting fee will be charged. Expedited Orders will ship within 1 business day of Buyer’s Order placement.
  7. Invoicing. All goods will be invoiced upon shipment unless otherwise agreed by RSS.
  8. Cancellation. Any custom Orders or accepted Orders in excess of $5,000 may not be cancelled or amended by Buyer without RSS’ consent. If RSS provides its consent, Buyer shall pay any applicable cancellation fees and expenses set forth in the related Order Confirmation.
  9. Currency. All Orders, invoices and payments will be processed in US Dollars ($) unless otherwise quoted.
  10. Tax. RSS is required by state laws to collect sales tax for taxable items shipped to AZ, AR, CA, CO, FL, GA, ID, IL, IN, MA, MD, MI, MN, MO, NY, NJ, NC, OH, PA, SC, TN, TX, UT, VA, WA, and WI. Buyer shall be responsible for and shall pay or reimburse RSS for all taxes, duties, assessments and other governmental charges, however designated, associated with the purchase of goods hereunder, the payment of any amounts by Buyer to RSS, or taxes based on the goods or their use which are or may be imposed under or by any federal, state or local taxing authority, other than taxes based upon RSS’ income. Actual tax will be charged at the time of invoicing where appropriate. Valid tax exemption certificates must be on file in advance of shipment for any Buyer claiming exempt status.
  11. Terms of Payment. Terms of payment are Net 30 days from date of invoice unless otherwise agreed. A late payment charge of one and one half percent (1.5%) per month may be assessed on all amounts owed to RSS not received within the payment terms listed on the face of the invoice.
  12. Delivery Terms. If delivery is being made to Buyer, delivery terms are FCA shipping point (as defined by IncoTerms 2000) and property, title and risk of loss shall pass from RSS to Buyer when the goods have been delivered to the carrier at the shipping point. If RSS has been retained by Buyer to provide warehousing services as detailed in the Order and related Order Confirmation, delivery terms are Ex Works (as defined by IncoTerms 2000) and property, title and risk of loss shall pass from RSS to Buyer when RSS has made the goods available to Buyer at RSS’ designated warehouse.
  13. Freight. Freight will be prepaid and added to the Buyer invoice, unless stated on the Order that the shipment is to be arranged with the Buyer’s designated carrier and charged to Buyer’s account with such carrier.
  14. Delay. RSS shall not be liable for any loss or damage caused by delay in furnishing goods, services or performance under any Order, Order Confirmation or pursuant to these Terms & Conditions.
  15. Returned Goods. Upon RSS’ written approval and in order for Buyer to return goods hereunder, RSS will provide Buyer with a return merchandise authorization number (“RMA”). All returned goods or parts are subject to a 15% restocking charge and must be sent freight prepaid and be properly marked with the RMA number. Requests for returns must be initiated within 30 days of receipt of merchandise. All returned merchandise must be in resalable condition, packaged in original cartons, and include paperwork referencing the RMA number as issued by RSS.
  16. Inspection; Claims. Buyer shall conduct any incoming inspection tests on the goods upon receipt of such goods. Buyer shall notify RSS within 10 days of delivery of any shortage, damage or discrepancy in or to a shipment of goods and provide any written evidence or other documentation that RSS reasonably may deem appropriate. Shortages are to be noted on the packing list, which is to be returned to RSS for substantiation of claim. If such evidence indicates, in RSS’ reasonable judgment, that such shortage, damage or discrepancy existed at the time of delivery of the goods to the carrier, RSS shall promptly deliver additional or substitute goods to Buyer; provided, however, that RSS may, in its sole discretion, require Buyer to return all damaged goods prior to delivery of substitute goods. Claims for goods damaged in transit must be made by consignee as prescribed in the Interstate Commerce Commission. If Buyer shall fail to timely give RSS such written notice as provided hereunder, the goods shall be deemed to conform to the warranty and all other applicable terms and Buyer shall be deemed to have accepted the goods and shall pay for the goods in accordance herewith.
  17. Fees. All fees incurred by Buyer pursuant to these Terms & Conditions will automatically be applied to Buyer’s invoice without additional notification to Buyer.
  18. Warehousing. Warehousing will be offered based on the terms listed in Section12 above as well as terms set forth in the Order Confirmation provided by RSS.
  19. Prices Subject to Change. RSS reserves the right to change prices of goods without prior notice.
  20. Insurance. Buyer will carry primary commercial general liability insurance, including contractual liability, at no cost to RSS, with limits of at least $2,000,000 per occurrence combined single limit for bodily injury and property damage, $2,000,000 annual products-completed operations aggregate, and $2,000,000 annual general aggregate. Buyer and its insurer(s) shall waive any rights of subrogation against RSS.
  21. Limited Warranty. With the exception of beta/prototype fixtures, RSS warrants the subject goods against defects in workmanship and materials for a period of one year from date of shipment. RSS’ warranty obligation is conditioned upon its receiving prompt written notice within the warranty period of any claim. RSS will determine the nature of the problem, and may elect, in its sole discretion at RSS’ cost of the defective good or part(s) thereof, to satisfy any claim by repair, replacement or refund of the purchase price of the goods involved. A good or component thereof covered by the warranty in this Section 21 that is supplied as a warranty replacement will assume the balance of the warranty period applicable to the original measured from the date of replacement. RSS will not be responsible for repairs not authorized by it or by problems attributed to normal wear or misuse. RSS will not accept returned goods unless the return was authorized by RSS and all shipping charges are paid by the purchaser. THE WARRANTY SET FORTH IN THIS SECTION 21 IS INTENDED SOLELY FOR THE BENEFIT OF BUYER. ALL CLAIMS HEREUNDER SHALL BE MADE BY BUYER AND MAY NOT BE MADE BY BUYER’S CUSTOMERS. THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES WHATSOEVER, EXPRESSED OR IMPLIED. RSS DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
  22. Limitation of Liability. In no event shall RSS have any liability for incidental, special, indirect or consequential loss or damages, whether in contract or tort, for any breach of warranty or other act or default of RSS including, without limitation, any liability for any loss of business, profits or goodwill. RSS’ cumulative liability for damages to Buyer for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including, but not limited to, negligence, shall be limited to the total contract price of the goods sold by RSS to Buyer during the past twelve (12) months.
  23. Specifications. Buyer shall be solely responsible for ensuring that all specifications, drawings, information, advice, recommendations or requests provided to RSS by Buyer or any of its agents (“Buyer’s Specifications”) are accurate and suitable. Examination or consideration by RSS of any of Buyer’s Specifications shall not result in any liability on the part of RSS.
  24. Indemnification. Buyer agrees not to violate or infringe upon the intellectual property rights relating to any goods sold under any invoice or hereunder, owned or controlled by RSS, or under which RSS has the right to manufacture or sell. Buyer will defend (at RSS’ request), indemnify and hold harmless RSS, its parent and affiliated companies, and their respective officers, agents and employees for any and all damages, liabilities, allegations, claims, lawsuits, demands, judgments, awards, or settlements resulting in any manner from (a) goods produced by RSS in accordance with Buyer’s Specifications or (b) any of the goods purchased from RSS that Buyer modifies, or combines with any non-RSS goods, and such production, modification or combination results in the infringement or alleged infringement of any intellectual property rights of any third party.
  25. Confidential Information. Buyer acknowledges and agrees that at any time, during or after the term of this Agreement, it will not disclose to others and will not take or use for its own or any third party’s purposes, any trade secrets, confidential information, specifications and all related writings, drawings, designs and similar works, knowledge, designs, data, know-how, or any other non-public information provided by and belonging to RSS. Any information that is not readily available to the public shall be considered to be a trade secret and confidential (all of the foregoing, collectively “Confidential Information.”) Upon termination of this Agreement, for any cause or for no cause, the Buyer shall return to RSS, all of RSS’ Confidential Information in or under Buyer’s possession, custody, or control. To the extent such return of Confidential Information is not possible or practical, at RSS’ written request, Buyer shall promptly destroy all copies of Confidential Information and provide RSS with certification of such destruction. Notwithstanding any provision of this Agreement to the contrary, Buyer shall not be deemed to have violated its duty of confidentiality with respect to the following authorized disclosures of Confidential Information: (i) disclosure of Confidential Information which the Non-Disclosing Party can reasonably prove is, or had previously become, generally known by third parties through no breach or fault of the Non-Disclosing Party; (ii) disclosure of Confidential Information required by applicable law or regulation; and (iii) disclosure of Confidential Information to the Non-Disclosing Party’s employees, auditors, attorneys or other authorized representatives or agents for purposes of performing its obligations under this Agreement, provided that the Non-Disclosing Party shall take all steps reasonably necessary to ensure that such employees, auditors, attorneys and other authorized representatives maintain the confidentiality of all Confidential Information.
  26. Severability. If any term, covenant or condition of these Terms & Conditions or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the parties shall amend these Terms & Conditions, as necessary, to restore the original balance of benefits and burdens intended by the parties.

Governing Law. These Terms & Conditions, all Orders and Order Confirmations and all disputes arising thereunder or relating thereto, whether sounding in contract or tort, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law