Owner Manual

GENERAL TERMS AND CONDITIONS OF SALE
EXCLUSIVELY RESERVED TO KARTELL US
RETAILERS
This General Terms and Conditions of Sale (the
“GTCS”) define the rights and obligations of
KARTELL US Inc. (the “Vendor”) and its customers
(each, a “Dealer”) and shall apply to all contracts
or orders (each, a “Contract”) for the sale of the
Vendor’s products (the “Products”) between the
Vendor and a Dealer (the Vendor and a Dealer shall
jointly be referred to as the “Parties”).
1. Entire Agreement. This GTCS constitutes the
entire and exclusive agreement between Dealer and
Vendor. Any changes to this GTCS must specifically
be agreed to in writing by Vendor before becoming
binding on Vendor.
2. Title and Risk of Loss. Title of the Products
shall pass to Dealer only upon payment in full of the
purchase price and any auxiliary charges. All the
risks of loss and damage to any Product shall pass
to Dealer upon delivery of the Product. In the event
Dealer rejects or revokes acceptance of any Products
for any reason, all risk of loss and/or damage to
such Products shall nonetheless remain with Dealer
unless and until the same are returned to such place
as Seller may designate in writing. If the Dealer fails
to make a payment when due, Vendor may reclaim
specific Products, or all Products of the same kind
and quality held by the Dealer.
In case the Vendor repossesses Products that are
in good conditions and marketable, the Dealer will
be credited with their price after deducting, on one
hand, the costs of repossession and, on the other,
their possible loss of value between the Contract
and repossession dates. Before acquiring title to the
Products, the Dealer may neither grant any security
interest therein to a third party, nor transform or resell
them, without the Vendor’s prior written consent. The
transfer of risks being effective as of delivery, the
Dealer shall assist the Vendor in any action the latter
may be required to take in order to protect its rights
of ownership in the Products.
Dealer commits itself, under all circumstances,
to maintaining any delivered Products in such
a manner as to avoid any confusion about their
ownership by the Vendor.
3. Order Approval. Dealer’s placement of an order
does not necessarily assure that Vendor will accept
such order. All orders are subject to Vendor’s
approval. Vendor reserves the right at any time after
receipt of Dealer’s order to accept or decline such
order, or any portion thereof, even after Dealer’s
receipt of an order confirmation. Vendor reserves
the right, at Vendor’ sole discretion, to limit the
quantity of items purchased and/or to prohibit sales
to Dealer. Product ordered may become unavailable
due to product or parts shortages, discontinuance of
Product, or other reasons.
4. Payment. In case of installment purchase or
default of Dealer to pay the purchase price, Vendor
shall retain any installments already paid. Under no
circumstances Dealer shall have the right to suspend
or delay payment of Products for Dealer’s claims or
to compensate the purchase price of Products with
other amounts payable and receivable to/from the
Vendor. Non-payment of a fraction of the price when
due, or non-observance of any payment’s due date,
shall trigger the Vendor’s right to demand immediate
payment of all sums then still due (promissory notes
included) and to retain any installments held by the
Vendor. Therefore, failure to pay even partially any
amount owed to the Vendor shall automatically place
the Dealer in default with the consequent expiry of
the term and the simultaneous right of the Vendor to
suspend supply, refuse or cancel orders and change
the commercial conditions for any future supply and
to take action to ensure the payment of the entire
debt, in addition to expenses, interest and damages.
Vendor may, at its option, impose a late payment
charge on any past due invoice equal to the lesser
of 1.0% per month or the maximum rate allowed
by law on the entire outstanding balance, until the
outstanding balance is paid in full. In addition, Dealer
shall pay for all costs (including reasonable fees)
incurred by Vendor in connection with the collection
of any late payment, with a minimum of $50 per
unpaid invoice.
5. Special orders. Any order for Products not in
stock in the U.S. (“Special Order”) must be prepaid
in full, when applicable, and cannot be cancelled
by Vendor. In case of cancellation no refund will be
issued and the order will be invoiced at full charge,
freight included.
6. Prices. Prices listed are FOB New Jersey warehouse.
7. Cancellation Fee. If an order for Products is
cancelled after 48 hours from its submission, the
Vendor will charge 18% of retail price of such
Products. If an order is cancelled after drop
shipment, the Vendor will reroute to the Dealer's
delivery location.
8. Delivery. It is duty and responsibility of the Dealer
to carefully check upon delivery any Products
for damage and shortage while the carrier is still
present. Any claim for damage and shortage should
be notified to the carrier and to Vendor pursuant to
Section [] below ("Guarantees, claims and liabilities").
Vendor will arrange the delivery of the orders only to
the Dealer's location. The carrier is provided by the
Vendor or by the Dealer and it will be provided the
same service currently offered.
9. Drop Ship. Dealers are responsible for all
shipment costs associated with drop shipments.
Vendor will not take care of any drop ship. The
information about the preferred shipping method
must be specified in the purchase order. The name
of the carrier and the account number are required
to fulfill the order. The title and the risks of loss or
damage of the Products shall pass to the Dealer
upon delivery of the Products to the carrier. An extra
charge of $ 100.00 will be applied to orders to be
shipped within 24 hours; provided that only small
parcels can be shipped within 24 hours.
10. Customer’s Own Material (COM) and Customer’s
Own Leather (COL). Vendor recommends all
material to be shipped rolled (instead of folded).
Vendor reserves the right to reject any COM or COL
that Vendor feels inadequate for any reason and
assumes no responsibility for its overall appearance,
flammability, normal durability, color fastness or any
other quality after upholstered on a Product. Vendor
is not responsible for performance, color accuracy, or
weaving of COM materials. Vendor is not responsible
for receipt of defective COM/COL material as all
COM/COL materials are accepted as first quality
goods. All responsibility for COM shipments is
between the purchaser/Dealer and textile source.
When using COM or COL ship materials freight
prepaid to: KARTELL ITALY (Please contact Kartell
US in order to obtain the right details for contact and
delivery address).
Each package must be identified and marked with:
(1) purchasing Dealer name and purchase order number
(2) the Vendor acknowledgement number
(3) the Product name on which the fabric or leather is
being applied
(4) fabric name, number and color
(5) other pertinent information which will enable
proper COM/COL identification
11. Fabric Requirements. Yardage requirements
shown are based on non-directional 54” wide
material applied railroaded. The following conversion
chart should be used to determine yardage
requirements when COM (as defined below) is less
than 54” wide and/or has a repeat of 2” or more.
Add together the vertical and horizontal repeat
to determine which column should be used as a
reference. The Vendor reserves the right to railroad or
apply fabric according to weave unless instructions
specify otherwise. Fabrics are railroaded when
possible to avoid seams in large upholstered areas
and/or single cushion units. If a fabric is questionable,
a cutting of adequate size showing full repeat
(if any) should be sent to the Vendor for a fabric
quotation. The Vendor reserves the right to request
5. Sales terms