LIMITED WARRANTY AND EXCLUSIVE REMEDY: Manhattan
Chairs warrants that during a period of one (1) year from date
of shipment of the goods purchased under this contract, such
goods shall be free from structural defects under normal use and
service. If during such period such goods shall fail to perform
in accordance with specifications, Manhattan Chairs shall, at
its expense and option, repair or replace the goods;provided
however, Manhattan Chairs shall not be responsible for any
removal, installation or reinstallation costs. THE FOREGOING
WARRANTIES AND REMEDIES SHALL BE CUSTOMER’S SOLE
AND EXCLUSIVE WARRANTIES AND REMEDIES under any and
all circumstances. Provided further that if any such remedy shall
fail of its essential purpose, Manhattan Chairs’s maximum and
sole liability arising from or related to this sale of goods contract,
or from any attempts to repair or replace defective goods, shall
be limited to payment of the purchase price, or the allocable
portion of the purchase price which relates to the defective goods
furnished under this contract. The foregoing warranty shall be
void if damage results from Customer’s improper installation,
repair or use of the goods.
SHIPMENT AND TRANSPORTATION CHARGES: Shipment of goods are
F.O.B. point of shipment, and shall be deemed to occur
when the aforementioned items are placed in the possession of
a common carrier for shipment to Customer, unless Customer is
in Manhattan Chairs’s delivery area or the shipment terms have
been otherwise agreed upon in writing by an authorized Manhattan
Chairs representative. All transportation, rigging and storage
charges are for the account of and payable by Customer. Manhattan
Chairs reserves the right to make partial shipments, and pro-rata
payments shall become due as partial shipments are made. Any
dates for shipment are approximate only and Manhattan Chairs
shall not be liable for any delay in shipment or delivery of the goods.
TITLE AND RISK OF LOSS: Title to and risk of loss of all items
purchased hereunder shall pass to Customer upon shipment by
Manhattan Chairs F.O.B. point of manufacture. No subsequent loss or
damage to the items shall affect Customer’s obligations hereunder.
FORCE MAJEURE: Manhattan Chairs shall not be liable for any
delay or failure to perform its obligations due to any cause beyond
its reasonable control, including without limitation fire, weather,
accident, act of public enemy, war, rebellion, insurrection, strike,
lockout, work slowdown, or similar industrial or labor action,
sabotage, transportation delay, shortage of raw material, energy
or machinery, act of God, acts or omissions of Customer, or the
order of judgment of any federal, state, local or foreign court,
administrative agency or other government office or body.
CHANGES, CANCELLATIONS AND RETURNS: Orders accepted by
Manhattan Chairs are not subject to changes or cancellation by
Customer, except with Manhattan Chairs’s written consent. Any
order that requires modification to Manhattan Chairs’s published
specification, a special order, and that is subsequently changed or
cancelled, is subject to fees including without limitation material
costs and labor services be paid for at cost, plus Manhattan Chairs’s
standard overhead rate, anticipated profit of Manhattan Chairs, and
loss on materials purchased or on contract for the completion of
the order. All returned goods must be authorized in advance by an
authorized Manhattan Chairs representative and are subject to a
25 % restocking fee.
TAXES: Unless specifically stated, prices listed do not include
taxes. Any state or local governmental sales, use, excise, property
or other taxes, if any, shall be paid or borne by the or reimbursed
by the Customer to Manhattan Chairs if paid by Manhattan Chairs.
If Customer is exempt from paying sales or use tax, a certificate
of evidencing such shall be provided to Manhattan Chairs upon
request.
ASSIGNMENT: Customer may not assign its rights or obligations
under this contract without the prior written consent of Manhattan
Chairs. This contract shall be binding upon the parties hereto, their
heirs, assigns or successors in interest by merger, operation of
law, or by purchase of the entire or substantially all the business
of either party, which shall acquire all interest and be subject to all
obligations of such party hereunder.
CHOICE OF LAW AND VENUE: The provisions hereof shall be
construed under the laws of New Jersey. Jurisdiction and venue
for any action or dispute arising under or related to this contract,
the goods contract purchased hereunder, or any dealings between
the parties, arising from or related to any of the foregoing, must
be commenced in a court of competent jurisdiction located within
Bayonne, New Jersey.
PARTICULAR PURPOSE, including without limitation any liability
to or warranties made for the benefit of any third party, including
without limitation any third party to whom Customer may sell
or transfer the goods, which are the subject of this contract.
Notwithstanding, the foregoing all the terms and conditions set
out herein shall be binding upon Customer and all subsequent
owners and users of these goods. Without limitation of the
foregoing, however, the goods identified herein are sold subject to
the condition that they shall not, nor any portion of them, by way of
trade or otherwise, be lent, resold, or otherwise conveyed without
similar conditions, including without limitation this condition, being
imposed on the subsequent borrower, purchaser, or transferee.
TERMS OF PAYMENT: All payments are due [thirty (30) days after
the date of Manhattan Chairs’s invoice,] unless client’s account
is on pre-pay terms or otherwise agreed in writing, and signed
by an authorized representative of Manhattan Chairs. All credit
terms requested for new accounts, and by existing customers who
have previously been extended credit terms, are subject to credit
approval in Manhattan Chairs’s sole discretion. Purchase orders
that provide for partial shipment or shipments in installments, or
orders that provide for delivery dates more than _ (60) days__ dates
after the date of acceptance of the purchase order by Manhattan
Chairs, are subject to credit review and approval both at the time
the purchase order is accepted by Manhattan Chairs, and again,
prior to the time of shipment. At such time(s), Manhattan Chairs
may withdraw any credit terms previously offered to Customer,
and Manhattan Chairs may require full or partial payment prior
to shipment. Manhattan Chairs may require Customer to provide
current financial information and credit references to Manhattan
Chairs at any time or times. Customer’s failure to deliver current
financial information or credit references within 10 days after
Manhattan's Chairs's request shall constitute reasonable grounds
for Manhattan Chairs to suspend performance of its obligations
under this contract and to withdraw any credit terms previously
offered to Customer. If Customer’s financial condition is not
satisfactory to Manhattan Chairs at any time, Manhattan Chairs
may cancel the order or require full or partial payment in advance
of shipment, or such other assurance of payment as Manhattan
Chairs may require, including without limitation advance payment,
the furnishing of a letter of credit or personal guaranty, cashier’s
check on delivery, or business check on delivery, in Manhattan
Chairs’s sole discretion. Payment is considered as having been
made on the date payment is received by Manhattan Chairs. Interest
on any past due payment or part thereof, shall accrue at the rate of
1% per month, or if this interest rate exceeds the maximum allowed
by applicable law, then at the maximum lawful rate, applicable from
time to time.
ACCEPTANCE OF ORDERS: All orders are subject to and shall
be effective only upon written acceptance by a duly authorized
representative of Manhattan Chairs.
ACKNOWLEDGEMENT: Submission of an order pursuant to a
quotation by Manhattan Chairs to the Customer acknowledges
acceptance by the Customer of the terms and conditions set forth
herein and Customer’s agreement that any additional or conflicting
terms previously or hereafter proposed by Customer are withdrawn.
WAIVERS: A waiver of any breach of any of the provisions of this
contract shall not be construed to be a continuing waiver of the
breaches of the same or provision hereof.
NOTICES: Any notice to Manhattan Chairs required or permitted
to be given under this contract shall be sufficient, if in writing,
and sent by registered or certified mail, return receipt requested,
to the address stated above, attention: Maria Nikolova, President.
ATTORNEY’S FEES: Upon the occurrence of any breach of the
terms of this contract by Customer, or if an invoice to Customer is
not paid when due, or it becomes necessary to enforce or defend
these terms and conditions, Customer agrees to pay all costs of
the collection, enforcement or defense, including without limitation
attorneys’ fees, whether incurred in or out of court, in one or more
actions or proceedings, on appeal, in arbitration, in Bankruptcy
Court, or in any insolvency proceedings or otherwise.
PENALTIES: Manhattan Chairs assumes no liability or liquidated
damage clauses of any kind, unless specifically approved in writing
by Manhattan Chairs’s authorized representative.
ENFORCEABILITY: The invalidity, in whole or part, of any of
the foregoing paragraphs shall not affect the remainder of such
paragraph or any other paragraph of this contract. Enforcement and
interpretation of any provision of this contract shall be governed by
the laws of the state of New Jersey, without resort to its conflict
of law rules.
These Terms and Conditions govern the terms of sale for all goods and services purchased by Customer from Manhattan Chairs, Inc. (“Manhattan Chairs”) of 99 Linnet Street, Bayonne, New Jersey 07002. Manhattan Chairs’s acceptance of any purchase order received from Customer is expressly subject to Customer’s agreement to the terms and conditions stated herein. Any conflicting or additional terms proposed by Customer are expressly rejected. Acceptance of the goods by Customer shall be deemed acceptance of the Terms and Conditions of Sale as set forth herein. These terms and conditions shall govern over any terms and conditions of purchase proposed by Customer that conflict or add to the terms of this contract, unless such additional or conflicting terms are specifically agreed to in writing, and signed by Manhattan Chairs’s duly authorized representative.