1) Payment. Because of the custom nature of our products, we require a 50% non-refundable deposit with each order to begin production. The remaining balance including any other charges (finishing, shipping),is due upon completion of manufacturing, and must be paid in full prior to finishing and or shipment of product. Credit Card orders will automatically be charged to the same card for the balance upon completion of manufacturing. In order to expedite rush orders the full amount is billed at the beginning of production.
2) Returns and Cancellations. Because of the custom nature of our products, items are NOT RETURNABLE FOR ANY REASON. Once an order is placed it can NOT BE CANCELLED or changed.
3) Accuracy: It is the Buyer's responsibility to insure that the products ordered and provided dimensions are correct by reviewing and approving the shop drawings, order notations and tables. Such details as are not specified in the contract will be manufactured according to Estate Millwork's sole and exclusive discretion. The customer has a duty to inform Estate Millwork of any special requirements or customizations that are important to the customer and verify that they are properly recorded on the shop drawings. Unless otherwise specified by Buyer, Estate Millwork reserves the right to make minor modifications from time to time in the designs of the products without re-issuing Shop Drawings. Standard orders are paint grade, unless otherwise specified. CUSTOMER SUPPLIED DRAWINGS OR CUSTOMER NOTATIONS ON THE ESTATE MILLWORK SHOP DRAWINGS HAVE NO EFFECT ON THE ORDER - Changes can only be made by the re-issuance of new Shop Drawings.
4) Lead Times: Unless the customer has purchased a Committed ShipDate, all quoted lead times are estimates only, and are subject to the many complex conditions surrounding the creation of custom millwork,including weather, availability of labor, material, freight and utilities, and other circumstances forseen or otherwise. Under no circumstances will Estate Millwork be held responsible for delays that impact estimated ship dates. In the event that a customer has purchased a Committed Ship Date AND paid for the order in full, and Estate Millwork does not ship the millwork (all other items including hardware are not covered by Commited Ship Date) portion of the order within the agreed time frame, Customer's sole remedy is a pro-rata refund of an amount not to exceed the Commitment Charge.The refund amount shall not exceed the Commitment Charge and is to be calculated at the rate of 1/14th of the charge for each day over, for the portion of the shipment not yet shipped.
5) Warranty: Estate Millwork Inc. provides NO WARRANTY OF ANYKIND, EXPRESS OR IMPLIED. It is normal, and part of the intrinsic style, character and authenticity of wood, for millwork to begin to adapt to its new environment, and Buyer may expect hairline cracks, weather marking, witness lines, slight expansion or contraction, and small degrees of cupping, cracking, bowing and warpage. Under no circumstances is Estate Millwork Inc. responsiblefor
any type of finish failure including but not limited to reactions between paint, primer, glue, and or wood.
6) Freight Damage or Delays: The freight carrier (not Estate Millwork, Inc.) is responsible forre-imbursing the customer for freight damage claims. Estate Millwork,Inc. is not liable for delivery delays or freight damage under any circumstances. The customer must AT THE TIME OF DELIVERY unpack and inspect the entire shipment for any type of damage - visible or concealed. Any damage MUST BE NOTED ON THE BILL OF LADING AT TIME OFDELIVERY. and the original packaging must be retained. In the event that there is freight damage, the customer must contact the freight carrier IMMEDIATELY and make arrangements for the claim to be processed. Failure to follow these procedures may result in the freight carrier denying the claim.
7) DISCLAIMER, LIMITATION OF DAMAGES. NO WARRANTIES. THE PARTIESAGREE AND INTEND THAT THE PRODUCTS COVERED BY THIS AGREEMENT AREPROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHERWARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ORNON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OFOR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS,ACCURACY, RELIABILITY, OR OTHERWISE . ANY DESCRIPTION OF THE GOODS CONTAINED IN THIS AGREEMENT IS FOR THE SOLEPURPOSE OF IDENTIFYING THE GOODS AND SELLER HAS MADE NO AFFIRMATIONOF FACT AND HAS MADE NO PROMISE RELATING TO THE GOODS BEING SOLD THATHAS BECOME ANY BASIS OF THE BARGAIN. FURTHER SELLER HAS MADE NOAFFIRMATION OF FACT OR PROMISE RELATING TO THE GOODS BEING SOLD THATHAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY THAT THE GOODS WOULDCONFORM TO ANY AFFIRMATION OR PROMISE AND SELLER DISCLAIMS ANY AND ALL WARRANTIES.
NO LIABILITY FOR CONSEQUENTIAL DAMAGE. To the maximum extent permitted by applicable law, the parties agree that in no event shall Estate Millwork Inc. be liable for any consequential damages, including, but not limited to, any special,incidental, exemplary, punitive or consequential damages,expenses, lost profits, lost savings, business interruption, or any other damages arising out of the use or inability to use the products. Buyer agrees that its exclusive remedy and Seller's limit of liability for any and all damages is limited to return of the goods in their original, unmodified condition and repayment of the purchase price.Buyer acknowledges that the applicable purchase price of the products reflects this allocation of risk. If the foregoing limitation of liability is not enforceable because an Estate Millwork Inc. product sold to Buyer is determined by the arbitration board mentioned here after, or a court of competent jurisdiction ina final, non-appealable judgment to be defective and to have directly caused bodily in
jury, death, or property damage, in no event shall Estate Millwork Inc.' liability exceed the lesser of the contract price or $1,000.
8) Designated Forum For Dispute Resolution and Applicable Law. The parties specifically agree that the maximum damages that can be awarded under this contract, including expenses and consequential damages, may not exceed the contract price as stipulated in section 7) and that in the event of a judgment against Estate Millwork, the Buyer's sole remedy is the return of the goods in their original, unmodified condition and repayment of the purchase price. Each party will bear its own miscellaneous expenses, including arbitration, court fees and costs and attorney's fees as they pertain to the dispute, regardless of outcome. This contract is to be governed by and construed in accordance with the laws of the State of Pennsylvania. The parties specifically stipulate and agree that the place of arbitration shall be Somerset, Pennsylvania, exclusively, the place where the Estate Millwork plant is located and where the contract is to be performed. A) For disputes or claims arising from this contract exceeding $25,000, the designated forum for dispute resolution shall be the Common Pleas Court of Somerset County Pennsylvania where Estate Millwork's plant is located, or if applicable, the Federal Court for the Western District of Pennsylvania. B) All other disputes or claims arising out of or relating to this contract or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules and specifically the Construction Arbitration Rules; the parties specifically agree that the Supplementary Procedures for Consumer-Related Disputes are inapplicable since the contract involves custom designs and the terms, conditions, features and choices are individually and specially developed and negotiated. Judgment on the award rendered by the arbitrator(s) may be entered in any Court having jurisdiction thereof. The party making the claim to the AAA shall be responsible for all filing fees and arbitration fees, and these fees may not be included in any award by the arbitrator.
9) Amendment. This Agreement may not be modified, changed, or altered, except by written agreement signed and duly executed by both parties.
10) Severability. If any provision of this Agreement is declared by arbitration or court to be invalid, illegal or unenforceable, such provision shall besevered from this Agreement and all other provisions shall remain in full force and effect.
11) Integration. This Agreement is the complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements, oral or written and all other communications between the parties relating to the subject matter ofthis Agreement. Furthermore, the content of Estate Millwork's marketing materials, websites and representations by its employees are for illustrative purposes, and are not part of this contract, and this contract is to be interpreted as the sole and exclusive instrument governing the relationship of the parties.