Terms and Conditions (“Agreement”)
These Terms and Conditions (“Agreement”) are entered into as of the date of execution of the Order (the “Order Effective Date”) by and between Reform and the Customer. Reform and Customer are each referred to herein as a “Party” and collectively as the “Parties.”
In consideration of the mutual promises and upon the terms and conditions herein, the Parties agree as follows:
The purpose of this Agreement is to establish the terms and conditions under which Customer may purchase Products from Reform as described in the applicable Order mutually agreed upon by the Parties. This Agreement, including all exhibits and Orders, constitutes the entire agreement between Customer and Reform with regard to the Products to be provided by Reform to Customer and supersedes all prior agreements, understandings, statements, proposal and representations, whether written or oral, between the Parties. In the event of any inconsistency or conflict between the terms of the Agreement and the terms of any Order, unless otherwise expressly specified in the Order, the terms of this Agreement shall control.
Price and Payment
All prices quoted are exclusive of any and all taxes, including any sales and use taxes which shall be added (if applicable) at the prevailing rate. The Order sets out the price and terms for payment and the amounts of any deposits. Receipt by Reform of a hundred percent (100%) of the payment due shall be required before Customer is permitted to place an order. A payment shall be considered processed when the funds are fully available to Reform. In the case of checks, payment shall be deemed made only when such checks have been successfully cashed by Reform. The payment terms are fundamental to the Agreement and any breach of those terms by the Customer shall automatically terminate the Agreement.
Review your order
Customer is solely responsible for reviewing the details of the Order and shall confirm to Reform that the Order contains full and accurate information of the ordered Products, especially design, price, quantity, measurements, payment, and delivery information. Reform’s performance under this Agreement and any assistance Reform provides during the purchase process is contingent upon accuracy and reliability of the information the Customer provides. It is the Customer’s responsibility to provide Reform with accurate information. Reform shall not be liable for any mistake or liability under the Agreement arising from inaccurate or incomplete information provided by the Customer. Customer should verify quantities, measurements, site conditions and other requirements with its installer before placing an Order, where necessary.
UNLESS OTHERWISE AGREED BY THE PARTIES, THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR SAFETY. ANY ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY REFORM OR ITS AUTHORIZED REPRESENTATIVES, OR BY REFORM PERSONNEL, WILL NOT BE DEEMED TO CREATE ANY WARRANTY.
(A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER THE OTHER PARTY, FOR ANY LOST PROFITS, LOST INVESTMENT, EQUIPMENT DOWNTIME OR FOR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND (B) IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND, EXCEED THE TOTAL AMOUNT PAID TO REFORM BY CUSTOMER HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
Reform will provide the Customer with an estimated delivery date of the Product. Once the Product is ready for delivery Reform or the delivery company will inform the Customer and provide him/her with the available delivery dates. Reform contracts delivery services through common carriers. Reform does not direct or control the operations
of the Common Carriers and is not liable for such carrier’s acts or omissions. Each Carrier sets and executes its own policies and practices.
Reform will use commercially reasonable efforts to deliver the Products to Customer by the estimated date listed in the Order but the actual delivery date could be after the stimated date due to circumstances beyond Reform’s reasonable control, provided, however, Customer has the option to contact Reform and re-schedule the delivery
date or ask questions about the status of the Order.
Customer is solely responsible for providing Reform with a valid and accurate shipping address. Once delivery is confirmed, any failure by Customer to abide by the delivery chedule will automatically result in re-scheduling fees being charged to Customer. In the event Reform makes a delivery attempt that Customer fails to receive, Customer shall be charged the extra cost of each failed delivery in addition to the next delivery attempt.
Deliveries are to curbside, driveway, or a garage/secured area only if accessible by pallet jack and unless otherwise noted in the Order. If previously required by Reform, Customer shall also be responsible for procuring a forklift and a dock. Delivery does not include inside delivery or the cleaning or removal of trash or packaging after delivery unless White Glove Delivery service is ordered by Customer and listed in the Order.
Customer shall ensure that the access to the site into which the items are to be fitted is sufficient for the size of the Products purchased and to modify the premises, at Customer’s sole cost and expense, if necessary. If upon delivery the Product does not fit, the Customer will still be responsible for the delivery fee and reimburse Reform for
any storage fees incurred by Reform. Customer must also provide the delivery vehicle with reasonable access to park and deliver or give Reform sufficient notice for reasonable arrangements for making deliveries.
Customer will sign a delivery note as proof of delivery.
Reform shall not be liable for any delay in performance or failure to perform under this Agreement or the Order attributable to any cause beyond its reasonable control, including, but not limited to, Customer’s acts or omissions, acts of God, fire, pandemic, public health crises or other catastrophes, strikes, civil disobedience, military acts, fabrication delays, inability to obtain Items, or transportation delays. Hence, Reform shall not be responsible for any labor charges, installation, or other consequential losses or incidental damages arising from such delays.
It is Customer’s sole responsibility to inspect the Products upon delivery or when picking up the Products to ensure that they are in a satisfactory condition without any obvious damage and delivered in the quantities exhibited on the Order. Damages shall be reported as indicated below. Check before installing. Upon delivery to Customer or its designee, Customer shall ensure all Products are in satisfactory condition before installing them. Any damaged, incorrect, or missing merchandise must be reported as indicated below.
Check before installing
Upon delivery to Customer or its designee, Customer shall ensure all Products are in satisfactory condition before installing them. Any damaged, incorrect, or missing merchandise must be reported as indicated below. To the extent permitted by law, Reform will be excused from liability and is not responsible for any losses incurred if Customer does not conduct these pre-installation checks.
If a surrogate receives the merchandise on the Customer’s behalf, Customer is still responsible to make sure all items
are in satisfactory condition.
Risk passes on delivery
Once the Products have been delivered by Reform or its common carriers to the Customer or its representative or designee, the responsibility for the Products passes from Reform to the Customer including, without limitation, the risk of the Products becoming lost or damaged.
Some Products have variations of shading, size and finish which shall not be considered defects. Natural Products (i.e., made from naturally occurring materials such as wood or stone) have a greater degree of variation than any of Reform’s other Products. This applies not only to shading but also to the pattern that is produced with a Natural Product. The fact that the material is natural means that it may present imperfections inherent in its nature such as knots in wood, different shading or color. It is impossible to get two Natural Products that are identical to each other in shading and/or design. Customer agrees that any Natural Product supplied will never be identical to the ones seen by Customer in the catalogue or showroom, but will be similar, and shall not be a valid basis for rejection of the Product by the Customer.
All Products should be installed by Customer according to the approved industry standards and Reform’s installation instructions and Customer shall provide its installer with the Installation Instructions from Reform. Installation of the Product constitutes its acceptance. Installation services are not included in the scope of this Agreement. In the event Reform provides installation services, a separate written agreement will apply.
Cancellation of an order
Orders become firm and final and non-refundable and may not be cancelled after 3 business days from the Order date. If the Order is cancelled within 3 business days, unless otherwise agreed, the amount already paid will be refunded in full. In the event Reform cancels an Order for any reason whatsoever, its total aggregate liability with respect to such an Order, and Customer’s sole and exclusive remedy, will be limited to refunding to Customer within ten (10) business days any deposit paid to Reform for the Products by the Customer. If payment has been made by somebody else on Customer’s behalf (e.g. a credit card company or a bank), the repayment shall be made to such third party on behalf of the Customer, and no other payments shall be owed to Customer.
Purchases above $25.00 made by cash or check will be refunded by check and mailed within ten (10) business days to the individual or company who appears in the original invoice. Refunds of credit card purchases are refunded to the card used on the original purchase
All claims for shortages, damages, or billing errors must be reported upon acceptance of Products by Customer. Claims made after 30 days of delivery will be waived and the original billing will be assumed correct and valid. Products are delivered unassembled. Claims for shortages or damages must be made upon receipt of
Products. The Customer is responsible for final inspection and will take photos of the damaged product and packaging materials. Concealed damage claims (damage found after unpacking) must be made within three (3) days of receipt of product. Customer shall not install damaged or defective Product. Assembly or modification of damaged
or defective Products automatically voids any claims for damages or refunds.
If Customer claims that defective Products have been provided by Reform, Customer agrees to allow Reform the right and access to inspect such Products at all reasonable times requested by Reform. Until a claim is fully resolved, Customer agrees to hold the Products in good condition and take all care of them.
California Proposition 65
If any product supplied under this Agreement or the Order contains chemicals determined by the State of California, pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq (“Proposition 65”), to cause cancer or birth defects or other reproductive harm, such Product will bear warning labeling in compliance with Proposition 65 or, if such chemicals are in amounts that do not require warning labeling under Proposition 65, the Company will provide Customer with a certification stating that warning labeling is not required.
The validity, construction and interpretation of this Agreement, and the rights and duties of the Parties, shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without giving effect to the conflict of law provisions thereof, and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods. The Parties hereto consent to the jurisdiction of the state and federal courts of the U.S. located in Brooklyn in connection with any controversy arising out of this Agreement and agree not to bring any action in any other jurisdiction. Reform reserves the right to change the terms and conditions under this Agreement at any time without prior notice. For any claims or defects Customer shall provide the following information to Reform: Order number, picture of the product, picture of the packaging if a damage claim and description of the problem.