Terms & Conditions of Sale
The following terms and conditions (the “Terms”) shall apply to all sales of products manufactured or distributed or services rendered by Cummings-Tappert LLC (d/b/a Carolina George)(“CG”) (or others on behalf of CG) to a Customer and/or any and all principals and agents of a Customer (collectively “Customer”) in whatever manner or form Customer is identified in a purchase order, invoice, agreement, contract, or other document evidencing a sale or transfer of products or services by CG (each, an “Order”).
ACCEPTANCE OF ORDER
Any Order submitted by Customer to CG, whether or not CG's standard form of agreement is used, shall be deemed to be an irrevocable offer by Customer to purchase the products and services described in such Order, and Customer's offer will not be accepted by CG unless and until an acceptance letter is sent to Customer by an authorized representative of CG. CG's acceptance of Customer's Order, and all terms and prices contained in such Order, will be subject to these Terms, together with any final written proposal provided by CG which shall be deemed incorporated into these Terms. Any other additions to or modifications of these Terms shall not be effective unless expressly accepted by CG in writing.
Unless otherwise announced in writing by CG, or upon notice received by Customer from CG, prices for CG products or services specified by CG in any acceptance letter, or other applicable price schedule, will remain in effect for a period of thirty (30) days from the date such prices are announced by CG in writing. Thereafter, all prices for products and services shall be subject to change, without notice. Customer shall be liable for and shall pay all such taxes and all such costs applicable to the sale, shipment, and/or delivery in connection with any such Order.
PAYMENT TERMS; DEFAULT
Payment by Customer shall be made pursuant to the terms set forth on each invoice. Interest shall accrue and be payable upon CG's demand on amounts not paid by Customer when due, at the lower of: (1) one and one-half percent (1½%) per month, or (2) the highest rate of interest then permitted by applicable law. To secure payment of all amounts due CG hereunder, and pursuant to any Order, Customer hereby grants CG a security interest in and to all products, parts, accessories and materials which may be sold and/or furnished by CG to Customer, and in all proceeds of the foregoing.
If Customer fails to make all payments to CG in accordance with these Terms or the terms of any acceptance letter or Purchaser Order, or if Customer otherwise breaches these Terms or the terms of any Order or if CG otherwise deems itself insecure, CG may require full or partial payment in advance of all sums due and to become due in connection with any such Order, whereupon Customer shall be obligated to make such payment to CG as demanded. Upon the occurrence of any such default or breach, or upon CG's demand for payment as provided herein, CG shall be entitled, in addition to the foregoing, at its sole option, to: (1) cancel any and all Orders then outstanding from Customer which have not been fully performed, (2) declare, at its option, immediately due and payable all unpaid amounts for any and all CG products and/or services previously shipped, delivered or furnished by CG to Customer, (3) cease and be relieved of any further obligation of performance under any or all Orders between CG and Customer, (4) exercise and enforce all of the rights, remedies and powers of a secured party under the Uniform Commercial Code as then in effect in the State of New York, and (5) demand and receive from Customer a cancellation charge.
TITLE AND DELIVERY
All products included in a sale, including all parts and related materials shall be delivered F.O.B. New York, NY, and all repair or replacement parts, may, at CG's option, be delivered F.O.B. CG's designated repair facility. Title to such products, and all risk of loss or damage thereto, shall pass to Customer upon CG's completion of delivery at the facility designated by CG. Any and all delivery dates stated in any Purchaser Order or acceptance letter signed by CG are estimates only and are based on the assumption that no delay will occur due to causes beyond CG's reasonable control. Whether or not any cause for delay will occur due to causes beyond CG's reasonable control, CG SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGES OR EXPENSE, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR OTHERWISE, WHATSOEVER INCURRED OR SUFFERED BY CUSTOMER IF CG FAILS TO MEET ANY SPECIFIED DELIVERY SCHEDULE. Without limiting the generality of the foregoing, CG shall not be responsible for any such delay, damages, expenses, or losses caused by other suppliers or other manufacturers of products or portions thereof, acts of God, acts of terrorism, action by any governmental authority (whether valid or invalid), compliance in good faith with any applicable foreign or domestic governmental or trade regulations or orders (whether or not any such regulation or order proves to be invalid or unenforceable to any extent), restrictive treaties, embargos, involuntary seizures in transit, fires, riots, sabotage, labor disputes, inability to obtain power, material, equipment or transportation, natural disasters, severe weather, or any other cause beyond the reasonable control of CG. To the extent that any cause beyond the reasonable control of CG results in an actual delay in deliveries or the performance of services on the part of CG as herein provided, the time for performance by CG shall be extended for a period of time at least equal to the period of delay plus a reasonable period of time thereafter in order to permit CG to take steps which CG deems to be necessary or appropriate to complete performance.
CG reserves the right to modify any and all specifications of products designed, manufactured, distributed, or recommended by CG in connection with any sale of products by CG hereunder.
INSPECTION AND ACCEPTANCE
Unless CG agrees in writing to the contrary, Customer shall inspect each item or product promptly upon delivery. In the event Customer fails to notify CG of any defect, deficiency, omission, or nonconforming delivery with respect to products delivered to Customer at the time of delivery, Customer shall be deemed to have unconditionally accepted delivery of each such product. Within ten (10) business days following CG's receipt of Customer's written notice of rejection with respect to any product, CG may notify Customer in writing of CG's intention to cure any such defective or nonconforming goods, and CG shall have a reasonable period of time thereafter within which to make a conforming delivery or to otherwise correct or remedy the specific condition. Any rejection properly made by Customer shall apply only to nonconforming goods, and Customer is required to complete its purchase of all other products pursuant to any and all Orders between Customer and CG, strictly in accordance with the terms and conditions thereof.
Subject to the provisions below in the paragraphs entitled "Disclaimer of Other Warranties" and “Limitation of Liability”, CG warrants to Customer that all products sold to Customer, will conform to all applicable written specifications of CG delivered to Customer, and shall be free from substantial defects in material or workmanship for a period of time not to exceed six (6) months from the date of delivery of such products. CG shall not be responsible for natural defects in any wood or leather products provided to Customer. Normal wear and tear or damage from Customer usage is not warranted. For example, fabric and leather may naturally fade or deteriorate with extended use. Softening of a cushion core or loss of cushion crown is also typical with use. These normal conditions are not defects and are not covered under this warranty. In the event Customer discovers, within the applicable warranty period, the existence of any defect which is covered by the foregoing warranty, Customer must provide written notice to CG of any such defect within five (5) days after discovery thereof, and CG shall, if given notification by Customer within the time and in the manner herein provided within the applicable warranty period, take steps to correct or otherwise cure such defect by either of the following methods, at its option: (1) CG may repair or replace any such defective product, or (2) CG may require Customer to properly assemble and immediately deliver the defective product, or defective parts, to CG's designated repair facility, at Customer's sole expense and risk.
CG warrants that all repair or replacement parts delivered and/or installed by CG in connection with compliance with the foregoing warranty obligations shall be free from any substantial defect in material or workmanship for a period of ninety (90) days following delivery, and such repairs or replacements of original or replacement product or part shall not result in or be construed as a renewal or extension of the original warranty period pertaining to any products. All parts returned or retrieved by CG and which are replaced pursuant to the foregoing provisions shall then become the property of CG.
Customer shall pay to CG such amounts as CG shall charge or incur, in accordance with CG's prices and terms then in effect, for all parts which (1) are required to be replaced or repaired as a result of normal or excessive wear and tear and maintenance of the product, (2) are necessary in order to make additions or modifications to the product as requested by Customer, or (3) are necessary in order for CG to make repairs or replacements not covered by CG's warranties hereunder, including, without limitation, repairs to or replacements of product or parts damaged as a result of any accident, misuse, neglect, alteration, improper storage, installation, or maintenance, or unauthorized repair or defects caused directly or indirectly by Customer, its agents, or contractors. Any misuse or alteration of the product shall void this Limited Warranty.
DISCLAIMER OF OTHER WARRANTIES
THE FOREGOING LIMITED WARRANTIES WITH RESPECT TO THE PRODUCTS ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES OF QUALITY OR PERFORMANCE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CG DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF PRODUCTS SUPPLIED PURSUANT TO ANY ORDER. CG MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY SERVICES PERFORMED BY CG OR ITS AGENTS PURSUANT TO ANY ORDER. CG does not authorize any person or entity (including, without limitation, CG agents and employees) to make any representations (verbal or written) contrary to the terms of this limited warranty or its exclusions. Such terms of this limited warranty and its exclusions can only be effectively modified in writing by CG.
LIMITATION OF LIABILITY
CG'S SOLE AND EXCLUSIVE LIABILITY HEREUNDER OR UNDER ANY ORDER SHALL BE TO REPAIR OR REPLACE THE PRODUCT AND PARTS WHICH HAVE BEEN SOLD BY CG AND WHICH ARE FOUND TO BE DEFECTIVE WITHIN THE APPLICABLE WARRANTY PERIOD, OR, UPON FAILURE OF ANY SUCH REMEDY, TO REFUND TO CUSTOMER THE PURCHASE PRICE OF THE PRODUCT WHICH IS THE BASIS OF ANY CLAIM BY CUSTOMER OF LIABILITY AGAINST CG. IN NO EVENT SHALL CG BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER PURSUANT TO CONTRACT, IN TORT, OR BASED UPON NEGLIGENCE OR STRICT LIABILITY, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT USED BY CUSTOMER IN CONNECTION THEREWITH, COSTS OF SUBSTITUTION OR REPLACEMENT OF THE PRODUCT, OR OTHER DAMAGES SUFFERED BY CUSTOMER. NO ACTION OR PROCEEDING SHALL BE FILED OR COMMENCED BY CUSTOMER AGAINST CG FOR ANY BREACH OF ANY ORDER OR THESE TERMS LATER THAN ONE (1) YEAR AFTER THE ACCRUAL OF ANY SUCH CAUSE OF ACTION HEREIN STATED IN FAVOR OF CUSTOMER AGAINST CG.
REMEDIES AND DAMAGES
In the event judgment is entered against CG by any court of competent jurisdiction holding that CG is in breach of any of its obligations pursuant to any Order subject to these Terms, and such judgment has become final, CG's sole and exclusive maximum liability, and Customer's sole and exclusive remedy against CG, whether based on contract, tort, or otherwise, shall not in any event exceed the purchase price for the particular products which are the subject of any such claim by Customer against CG and which are the subject of such judgment.
APPLICABLE LAW/CONSENT TO JURISDICTION AND VENUE
These Terms will be deemed to be a contract made under the laws of the State of New York, and will be construed in accordance with the laws of New York without regard to principles of conflicts of law. The exclusive forum and venue for the adjudication of any rights, claims or disputes arising out of or in connection with this Agreement shall be the federal or state courts of New York. The parties specifically waive the right to a jury trial in connection with any dispute arising out of Terms, or between the parties for any reason.
Any failure of CG to enforce at any time any of the provisions, rights or remedies of any Order or these Terms, to exercise any election or option provided therein or herein, or to require at any time performance of any of the provisions thereof or hereof, shall in no way be construed to be a waiver of such provisions, rights or remedies, nor in any way construed to affect the validity or enforceability of such Order or these Terms, or any part thereof or hereof, or the right thereafter to enforce each and every such provisions, right or remedy.
CUSTOMER REQUESTED DESIGN AND PRODUCT CHANGES
Charges for changes requested by Customer in the design of any CG supplied product which results in an increased cost to CG will be quoted to and paid by Customer. Such changes will be implemented only upon CG's receipt of a new or amended Order from Customer, acceptance of which by CG will constitute Customer's agreement to pay all such additional charges quoted to Customer by CG, and Customer shall be solely responsible and liable for all consequences which may result from such changes, including, without limitation, delays in completing delivery.
All notices and demands of any kind which either party may be required or may desire to serve upon the other party under any Order or these Terms shall be in writing and shall be served by personal service, overnight express courier or by mail at the address of the receiving party as designated in the applicable Order which is the subject of such notice or demand, or as otherwise designated in any notice of a change of address of the receiving party delivered to the sending party in the same manner. All notices or demands by mail shall be by certified or registered mail, return receipt requested, and shall be deemed complete in ten (10) days after mailing. All notices or demands by overnight express courier shall be deemed complete on the business day immediately following the day on which it was deposited in a regularly maintained receptacle for the deposit of overnight express mail.
In the event that any of the provisions of any Order or these Terms shall be held by a court or competent jurisdiction to be invalid or unenforceable, the remaining portions of such Order and these Terms shall remain in full force and effect.
CANCELLATION BY CG
Upon termination or cancellation of a Order between CG and Customer, unless CG and Customer agree in writing to the contrary, Customer shall immediately pay to CG the following amounts: (1) the full price applicable to the products or services for Order(s) which have been accepted by CG and which are cancelled by Customer, (2) the Order price for all items or services which have been completed in accordance with such Order and not previously paid for by Customer, and (3) the actual costs incurred by CG, plus a reasonable profit to CG, not to exceed the aggregate purchase price specified by CG in furnishing the products or services under such Order.
These Terms and any final Orders expressly accepted by CG and which supplement these Terms constitute the entire agreement between the parties relating to the sale of the products and supersede all previous communications, representations or agreements, either oral or written, with respect to the subject matter hereof. In the event of a conflict or inconsistency between the provisions of these Terms and any Order, the provisions of these Terms shall govern. No representations or statements of any kind made by any representatives of CG, which are not stated herein, shall be binding on CG. No addition to or modification of any provision to these Terms shall be binding on CG unless made in writing and signed by an authorized representative of CG. No course of dealing or usage of trade or course of performance shall be relevant to explain, supplement, or determine the meaning of any term or provision expressed in any Order or these Terms.
Each of the parties, without further consideration, shall perform in good faith such other acts, execute and deliver such other documents, and take such other action as may be reasonably required by the parties hereto to carry out the purpose or subject matter hereof.
SUCCESSORS AND ASSIGNS
Orders and these Terms shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that Customer shall not transfer, sell, assign, pledge or encumber any of its rights, interests, or obligations thereunder or hereunder without the prior consent of CG.
Website Terms and Conditions
Welcome to our website. If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use that govern Carolina George’s relationship with you in relation to this website.
The term ‘Carolina George’ or ‘us’ or ‘we’ refers to the owner of the website.
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
- Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense.
- From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
- You may not create a link to this website from another website or document without Carolina George’s prior written consent.
- Your use of this website and any dispute arising out of such use of the website is subject to your local laws.