Terms and Conditions

TERMS AND CONDITIONS OF SALE



  1. GENERAL

    1. The following terms and conditions set forth in this order form (the “Order”) constitute material terms to the agreement between the Seller and the Buyer (as those terms are defined below), superseding any other terms, conditions, representations and/or warranties negotiated between the parties or advanced by any party. Once the fully-executed Order is delivered to the Seller (as defined below) in accordance with the terms and conditions set out herein, and with the payment of the Deposit (as defined below) and such other consideration duly passing between the parties (the receipt and sufficiency of which the parties hereby affirm), a binding agreement is entered into thereby and the Buyer shall be bound solely by these terms and conditions and shall not be entitled to cancel the Order except as set out below.

    2. The “Seller” is Very Jazzroo Enterprises Incorporated dba “Hospitality Designs”.

    3. The “Buyer” is the party placing the Order and to whom Goods (as defined below) are sold by the Seller.

    4. The Buyer is identified by that party’s full legal name and signature in the box marked “Buyer” in the Order.

    5. If the Buyer is a corporation or partnership, the signatory must identify themselves as an authorized signatory of same, and list their job title and the full legal name of the Buyer within the box marked “Buyer” in the Order; otherwise, the signatory is the Buyer and is personally liable to the Seller for full payment.

    6. In the event that the Buyer directs the Seller to deliver some or all of the Goods (as defined below) to the address of a separate business (the “Recipient”), the Seller reserves the right to collect full payment from the Buyer and the Recipient jointly and severally, as the Seller at its sole discretion may decide.

    7. If the Buyer, or a party that has a controlling interest in the Buyer, now or in the future owes outstanding amounts to the Seller, on this project or other project(s), the Buyer signing this Order guarantees and legally binds itself to paying those outstanding amounts in a timely fashion.



  2. TERMS OF SALE

    1. This Order is an offer by the Buyer to the Seller to purchase the goods, chattels and/or fixtures listed therein (the “Goods”), for the prices in effect at the time that the Order is received, or for such other price as agreed upon by the Seller and the Buyer in writing.

    2. All quantities, materials, model numbers, and every other characteristic of the Goods must be confirmed by the Buyer prior to shipment by the Seller. The correctness of the Goods is the responsibility of the Buyer.

    3. Acceptance of this Order by the Seller is expressly limited to performance pursuant to these terms and conditions.

    4. No change or modification of any of the terms or conditions of this Order shall be valid or binding unless agreed to in writing by the Seller pursuant to a written and counter-signed “Change Order.”.



  3. PLACING AN ORDER

    1. The Buyer may deliver an Order to the Seller by:

      1. posting it by mail to the Seller’s offices;  or

      2. transmitting it by facsimile or email.



    2. Pre-orders placed by telephone or text message must be accompanied by delivery of a signed Order within twenty-four (24) hours of the same.

    3. All Orders in the amount of for Five Thousand ($5,000.00) Dollars or less must be accompanied by immediate payment in full, inclusive of all freight, duties, tariffs, penalties and taxes.

    4. The Buyer acknowledges that any electronic transmission of the Order by way of facsimile or email shall have the legal significance of a duly executed original copy delivered to the Seller.

    5. By sending emails to the Seller, the Buyer consents to receiving communications from the Seller electronically. The Buyer agrees that any such electronic communication shall satisfy any legal requirement that such communications be in writing.



  4. DEPOSIT

    1. Orders in excess of Five Thousand ($5,000.00) Dollars must proceed with the prepayment of a deposit as defined below.

    2. A deposit equal to the greater of:   Fifty (50%) Percent of the Seller’s estimate of the total price of the Goods (the “Deposit”); or a larger or smaller sum as specified in writing by the Seller prior to the Order (such written specifications to be deemed incorporated into the agreement) must be received prior to the Seller commencing to honour the Order, which may include the Seller making the franchise approval package creation and submission, placing purchase orders for third party goods, or commencing manufacture of the Goods.

    3. To avoid all doubt, the Order shall not be considered delivered and the Seller shall have no obligation to the Buyer until such time as it receives payment of the full Deposit in accordance with these terms and conditions.

    4. The Seller will not arrange shipment of the Goods to the Buyer until payment in full is subsequently made pursuant to the terms and conditions as set out below.

    5. If the Buyer, or a party that has a controlling interest in the Buyer, owes outstanding amounts to the Seller at the time that the Deposit is paid, the Buyer authorizes the Seller to apply, at Seller’s sole discretion, the Deposit to those amounts owing at the Seller’s sole discretion first.



  5. LINE DRAWINGS

    1. Some or all of the Goods may require the Seller to provide to the Buyer line drawings or schematics for Buyer or franchise approval. Buyer shall make its reasonable best efforts to approve any line drawings or schematics by signing them and returning them to the Seller.

    2. Once the line drawings or schematics are signed and returned by the Buyer to the Seller they shall be incorporated into this agreement.

    3. Signed and delivered line drawings and schematics may not be subsequently modified or altered by the Buyer except as the Seller, at its sole discretion, may allow.



  6. MEASUREMENTS AND COUNTS

    1. The Buyer must confirm the room dimensions and item counts of all quoted Goods and notify the Seller within Forty Eight (48) Hours of signing the Order if the dimensions or counts are incorrect.

    2. If room dimensions are not able to be provided by the Buyer, the Seller has the right to send in its crew to perform a pre-measure of the rooms and shall charge a pre-measure fee for each day of same, including days between measurements where the crew must wait for the Buyer to finish the rooms or to otherwise provide access to same; alternatively, the Seller may treat the Order as having been Cancelled by the Buyer pursuant to the terms as set out below.

    3. If a pre-measure service is agreed upon between the parties, the Buyer must make all of the relevant rooms available to the Buyer’s crew on the date(s) requested by the Buyer in a condition ready for measurement, ie. the windows, walls, floors and ceilings will need to be up, the plumbing installed, and the windows will need to be installed for any window treatment pre-measure.

    4. If the Buyer requires special planning for the Order to be fulfilled the building’s electrical and HVAC must be installed prior to the arrival of the pre-measure service crew.

    5. For each day that the Seller’s crew is at the property (including setting up and striking) the Seller will charge an additional pre-measure fee.

    6. If the Buyer’s rooms are not ready for measurement the Buyer must pay for the Buyer’s crew’s time and travel and pre-book and pay in advance for additional visits.

    7. The Buyer will provide an overnight hotel room for each individual member of the crew free of charge for each day of installation. If one is not available, the Seller will invoice the Buyer for a local hotel room for the duration of their stay.



  7. CUSTOM MOCK-UPS AND SAMPLES

    1. The Seller may charge up to quadruple its regular posted rates for any mock-ups or custom-built samples requested by the Buyer.



  8. OVERAGES AND WASTAGE

    1. If, upon receiving an Order from the Buyer:

      1. the Seller notifies (the “Notice”) the Buyer that the nature of any third party manufactured Goods ordered by the Buyer requires the Seller to obtain the Goods from the third party in excess of the quantity ordered by the Buyer (the “Overage”); and

      2. the Buyer confirms to the Seller that it still wishes to proceed with the Order,


      then the Buyer shall be required to purchase all of the Goods obtained by the Seller from the third party in order to satisfy the Order as provided in the Notice including, without limitation, the Overage, on the terms and conditions set out herein.



    2. If, upon receiving an Order from the Buyer, such that the nature and manufacture of any Goods ordered by the Buyer will incur the purchase and subsequent waste of excess finished or raw materials (ie. the cutting of carpet to fit the Buyer’s specifications), the Seller is under no obligation to inform the Buyer of any wastage, and said wastage becomes a part of the cost incurred by the Buyer.



  9. CHANGE ORDERS

    1. Orders may only be changed by written agreement evidenced by a fully counter-signed Change Order.

    2. A Change Order is not a cancellation (see below) and the existing Orders, invoices and reference numbers used pursuant to the original Order remain the same.

    3. Each successive Change Order will be given a revision number that prioritizes it as the Order to be fulfilled.

    4. The Buyer confirms that, if it elects to use a Change Order and if the Seller agrees to that Change Order, any previously provided shipment dates, costs and fees may also change and the Buyer acknowledges that the Seller is not liable for any scheduling conflicts that may result from the Buyer’s decision.

    5. Change Orders may be approved by the Seller at its sole discretion and may be refused if the change is sought after the Seller has commenced the manufacture or production of the Goods; or, in the event that the Goods must be procured by the Seller from third parties, if procurement has been initiated by the Seller; or, if the manufacture, production, or procurement of the Goods by the Seller is not necessary (ie. the Goods are in inventory), if the change is requested after the Goods have been shipped.



  10. CANCELLATIONS

    1. Cancellation by the Buyer: Cancellation of this Order by the Buyer shall only be valid if the cancellation is received in writing by the Seller before the Seller either commences the manufacture or production of the Goods; or, in the event that the Goods must be procured by the Seller from third parties, before procurement is initiated by the Seller; or, if the manufacture, production, or procurement of the Goods by the Seller is not necessary (ie. the Goods are in inventory), the cancellation must be received by the Seller at least five (5) business days prior to the date that the Goods are scheduled to be shipped.

    2. For the purposes of these terms and conditions, the Goods are deemed to be in production when the materials required to produce such Goods have either been cut by the Seller or ordered from a third party supplier, as the case may be.

    3. In any event, all cancellations by the Buyer are subject to a restocking fee (the “Restocking Fee”) equal to Thirty Five (35%) Percent of the total value of the Order, and the Buyer agrees that the Seller is entitled to deduct the Restocking Fee from the Deposit and return the balance to the Buyer.

    4. Cancellation by the Seller: In the event that the Seller is unable to fulfill an Order, it shall provide to the Buyer the option, in writing, to substitute similar Goods at the same, greater, or lesser price, and, if the Buyer agrees to the substitution in writing, that substitution shall be incorporated into the agreement and the purchase price and all corresponding taxes and tariffs shall be updated, with payment due and owing prior to shipment; if not, the Seller shall refund the Deposit to the Buyer.



  11. TERMS OF PAYMENT

    1. Unless otherwise specified within the Order or agreed to by the Seller in writing, full payment (in excess of the Deposit) for all Goods, together with freight and other related expenses and charges, shall be made Ten (10) business days prior to the shipment of the Goods to the Buyer. No goods will be released by the Seller for shipment to the Buyer unless and until payment in full for all Goods, together with freight and other potential related charges, is received by the Seller, unless otherwise agreed to in writing by the Seller.

    2. The Seller, at its sole discretion, may agree to payment for the Goods by way of wire, bank draft, or certified cheque, provided that the Buyer pays all applicable service fees charged on such transactions, and all other costs incurred in any manner related thereto.

    3. The Seller, at its sole discretion, may agree to accept a personal cheque, but if Seller elects to accept a personal cheque it must be received by the Seller in immediately depositable form Fifteen (15) business days prior to the shipment of the Goods to the Buyer, and said cheque must clear the account before the Goods will be shipped.

    4. The Seller, at its sole discretion, may agree to accept payment by credit card for part of an Order up to a total maximum of Five Thousand ($5,000.00) Dollars. Payments by credit card for an Order or Orders made by the Buyer that total in excess of Five Thousand ($5,000.00) Dollars are not allowed.

    5. The Seller, at its sole discretion, may require payment in full for the entirety of the Order, or for such Goods within the Order as are to be shipped piecemeal to the Buyer. Any previous balances on past orders must be paid by the Buyer prior to shipment. If the Buyer wishes the casegoods in an Order to be shipped “by floor” (a service available only from the Seller’s Richmond, British Columbia plant), full payment by the Buyer for the entirety of the Order is required prior to the first delivery.

    6. CG Split Shipments: Orders scheduled to be delivered by split shipments must be paid in full with freight and other related charges prior to the Seller releasing shipment, unless the split shipments are Thirty (30) Days or more apart.

    7. The Seller may require partial or full payment by the Buyer of any outstanding amounts owed by the Buyer on previous Orders for the Recipient, or other Orders made by the Buyer for other Recipients. Where the Buyer, or a party that has a controlling interest in the Buyer, has a controlling interest in another entity that owes outstanding amounts to the Seller, the Buyer may require partial or full payment by the Buyer on that/those outstanding account prior to shipment, and the Buyer fully indemnifies and holds the Seller harmless for any late, missed, or rescheduled shipment(s) that arise from this requirement.

    8. In the event that the Seller agrees in writing to ship any or all of the Goods in advance of full payment being made by the Buyer, a service charge of Three (3%) Percent per month, equal to Thirty Six (36%) Percent per annum, shall be paid by the Buyer on all amounts incurred by the Buyer that are past due, calculated from the due date for such payment until same is fully paid and satisfied.

    9. All payments shall be made in the currency specified by the Seller. The Buyer acknowledges that the prices quoted by the Seller are firm and not subject to any adjustment or set-off whatsoever unless otherwise agreed to by the Seller in writing.

    10. In the event that the Seller is compelled to take collections action against the Buyer (including, without limitation, legal action), the Buyer agrees to pay all of Seller’s collections costs, including reasonable lawyer’s fees (and consents to party and party costs) incurred by the Seller in pursuit of same.

    11. Asian Shipments: Seller will invoice Buyer of the full amount due and owing Fifteen (15) Business Days prior to loading at the designated port in Asia. Seller must subsequently receive payment in full, inclusive of all freight, duties, tariffs, penalties and taxes, Ten (10) Business Days prior to the Goods being loaded. If the Buyer fails to make full payment prior to the deadline, the shipping date will be lost and it may take up to Fifteen (15) Business Days before the Seller can reschedule a date for delivery. All Goods placed into storage as the result of Buyer delay will be placed in as many Forty (40) Foot High-Cube containers as Seller, at its sole discretion, may require, and storage charges will be passed on to the Buyer, plus a Seventy Five ($75.00) Dollar Administration Fee, and added to the amount that the Buyer must pay prior to delivery. In the event that Buyer thereafter requests additional storage time or modifications to the delivery of some or all of the Goods, any additional charges, plus a Seventy Five ($75.00) Dollar Administration Fee per change, must be paid by the Buyer to the Seller prior to shipment. Seller accepts no responsibility for any damage or loss to the Buyer resulting from the storage of the Goods, including foreseeable damages from any delay. The Buyer is responsible for insuring the Goods while they are in storage.

    12. Canadian Shipments: Seller will invoice Buyer of the full amount due and owing Fifteen (15) Business Days prior to the estimated date of shipping. Seller must subsequently receive payment in full, inclusive of all freight, duties, tariffs, penalties and taxes, Ten (10) Business Days prior to the Goods being shipped. If Buyer fails to make full payment prior to the deadline, Seller reserves the right to cease any ongoing manufacture of the Goods, and the shipping date will be lost and it may take up to Fifteen (15) Business Days before Seller can reschedule a date for delivery. All Goods placed into storage as the result of Buyer delay will be placed in as many Forty (40) Foot High-Cube containers as Seller, at its sole discretion, may require, and storage charges will be passed on to the Buyer, plus additional fees per trailer of Seventy Five ($75.00) Dollar Administration Fee, Eight Hundred ($800.00) Dollar Blanket Wrap and load/unload fee, and a One Thousand ($1,000) Dollar Secure Lot Storage Fee. The total of these charges will be added to the amount that the Buyer must pay prior to delivery. In the event that Buyer thereafter requests additional storage time or modifications to the delivery schedule of some or all of the Goods, any additional charges, plus a Seventy Five ($75.00) Dollar Administration Fee, Eight Hundred ($800.00) Dollar Blanket Wrap and load/unload fee, and a One Thousand ($1,000) Dollar Secure Lot Storage Fee, must be paid by the Buyer to the Seller prior to shipment. Seller accepts no responsibility for any damage or loss to the Buyer resulting from the storage of the Goods, including foreseeable damages from any delay. The Buyer is responsible for insuring the Goods while they are in storage.

    13. FF&E: All shipments of third party goods must be paid in full, inclusive of all freight, duties, tariffs, penalties and taxes, Ten (10) Business Days prior to scheduled ship date. If the Buyer fails to make full payment prior to the deadline, the shipping date will be lost and it may take up to Fifteen (15) Business Days before the Seller can reschedule a date for delivery. All Goods placed into storage by the third party vendor as the result of Buyer delay will incur weekly storage charges to the Seller which the Buyer must reimburse to the Seller, as well as a Fifteen (15%) Percent of total storage charges per week Administrative which will be added to the amount that the Buyer must pay prior to delivery. Seller accepts no responsibility for any damage or loss to the Buyer resulting from the storage of the Goods, including foreseeable damages from any delay. The Buyer is responsible for insuring the Goods while they are in storage.



  12. SHIPMENT TIMELINES

    1. Buyer agrees and acknowledges that the timelines for production, manufacture and shipment of any or all of the Goods (the “Shipment Timelines”) are estimates only, and are dependent on such factors as the approval of line drawings, franchise approval, and receipt of full payment, whichever is latest.

    2. Buyer acknowledges and agrees that Shipment Timelines for all or some of the Goods are approximate and may change, as they are dependent on the availability of products, materials and raw materials, services, and/or carriers, as well as vendor production schedules, transit lead times, customs and brokerage issues, as well as Acts of God, which were unknown at the time that the Order was made.

    3. Shipment Timelines exclude statutory or traditional holidays in the countries of production and shipment.

    4. Seller is not responsible for any room refurbishment costs, room rental costs, or any other fees or losses incurred by the Buyer if the Shipment Timelines prove to be inaccurate.



  13. SHIPMENT AND DELIVERY

    1. “Shipping and Handling Costs” means all costs, as determined by the Seller at its sole discretion, to be paid or reimbursed by the Buyer in relation to the transportation and handling of the Goods which also includes, without limitation, fork lifts, lift gates, demurrage charges, crating and/or boxing fees, storage charges, as well as other costs incurred if the Buyer does not take immediate possession of the Goods when they arrive at their destination and fees for expedited service.

    2. Shipping terms on Goods shall furthermore be fulfilled on the terms as set out below, which are subject to change by the Seller at its sole discretion without the requirement of notice to the Buyer:
      Good typeDelivery LocationShipping terms
      Case goods – AsiaMainland USADDP – Delivered Duty Paid
      Canada, Hawaii, AlaskaDDU – Delivered Duty Unpaid (to port, not property)
      Other locationsCIF – Cost, Insurance, Freight
      Case goods – North AmericaAll locationsFreight to follow.
      FF&EAll locationsFreight to follow.
      Accessories on case goods, including but not limited to: sockets, handles, and fabricAll locationsFreight to follow.




    1. Please note: DUE TO PENDING COUNTERVAILING DUTIES AND TARIFFS THE SELLER RESERVES THE RIGHT TO CHARGE THESE COSTS AS PER ACTUAL..

    2. Where applicable, the Order shall include an up-front deposit that must be paid prior to shipment as a guarantee for the return of any moving blankets which the Seller, at its sole discretion, determines are necessary for the safe shipping and handling of the Goods (the “Blanket Deposit”). The Blanket Deposit shall be applied against the costs of any blankets that are not returned in good condition by the Buyer within two weeks of the delivery of the Goods to the Buyer; otherwise, the Blanket Deposit will be returned either entirely or on a pro rata basis within ten (10) business days of the return of all or some of the blankets to the Buyer in good condition.

    3. In limited circumstances, the Seller may offer to the Buyer boxing options for the Goods, at a rate and price to be determined, agreed to in writing, and paid in full prior to shipment.

    4. The Seller shall provide to the Buyer an Estimated Shipping Date by which some or all of Goods will be picked up from the Seller or a related third party and to be shipped to the Buyer. The Seller does not guarantee that the Goods will be received by a specific date.

    5. The Buyer agrees to notify Seller of any changes it requires to be made to the Estimated Shipping Date no less than Sixty (60) Days before the Estimated Shipping Date. In the event the Buyer does not notify the Seller of changes to the Estimated Shipping Date, the Goods must be accepted on delivery.

    6. After an Estimated Shipping Date is provided to the Buyer, all Goods not accepted by the Buyer on delivery, or not paid for in full by the Buyer prior to shipment, so that in either event delivery is unable to be fulfilled, will be re-routed at the Buyer’s expense and will be subject to storage and or demurrage charges, or both, at the Buyer’s expense, as calculated and charged by the Seller at its sole discretion. If the Seller is required to pay any storage or demerge charges after the Goods have reached North America as the result of any failure or delay by the Buyer, a fee of Five Hundred ($500) Dollars per day for the first Five (5) Days and One Thousand ($1,000.00) Dollars per day thereafter will apply. All expenses, costs and charges incurred by the Seller as the result of any Goods demurred by the Buyer will require payment to the Seller before the Goods are released to the Buyer.

    7. The Seller shall select the carrier that will deliver the Goods.

    8. The Buyer may, at its own expense and subject to the schedule of the Seller, pick up the Goods after payment in full. The Buyer may elect in advance (and communicate the same in writing) to have the Seller load the Buyer’s transport for a fee to be negotiated between the parties. The Buyer must sign off that it has inspected the goods and approved them prior to their being loaded onto its transport. The Buyer indemnifies and holds the Seller harmless for any damages or injuries incurred during or after the loading of the Goods into the Buyer’s transport.

    9. All Shipping and Handling Costs shall be the responsibility of the Buyer and


    Will be included in the pre-shipment invoice to be provided to the Buyer by the Seller.  Shipping and Handling Costs that have not been determined at the time of shipment costs shall become immediately due and payable by the Buyer upon delivery of an invoice for same by the Seller.



    1. Despite anything else set forth herein, if the Goods cannot, after the use of reasonable efforts, be braced, the Seller shall not be responsible for any damage caused to the Goods during the shipping and handling process.

    2. Notwithstanding the foregoing, the Buyer acknowledges and agrees that any shipping schedule is quoted by the carrier and any delays in delivery of the Goods are the responsibility of the carrier and not the Seller.

    3. Quotes given by the Seller to the Buyer for Shipping and Handling Costs are valid for two (2) calendar weeks. If the actual Shipping and Handling Costs increase prior to the delivery of any of the Goods, the Buyer is responsible to pay any increase in such costs forthwith upon receipt of an invoice from the Seller.

    4. The Seller assumes full responsibility for any damage occurring as a result of packing, crating, marking and transporting the Goods to the Buyer, PROVIDED: (1) the Buyer unloads the Goods from the carrier’s container and inspects them immediately in the presence of and witnessed by the carrier’s representative and, if that is not reasonably possible, inspects them no later than within two hours of receipt or storage of same; (2) the Buyer makes detailed notes on the applicable bill of lading and takes pictures of any perceived damage to the Goods; (3) the Buyer notes any other relevant information it has with respect to the cause or nature of the perceived damage; and (4) the Buyer immediately thereafter provides all of the above and, if there is one, the delivery receipt for the Goods, to the Seller.

    5. In the event of any international orders, the Buyer shall pass on to the Seller any taxes, tariffs, levies, customs and import duties imposed at the point of entry by any governmental authority having jurisdiction. This may be done by the Seller after the Order is placed and may result in an increase to the purchase price.

    6. Unless the Order expressly states otherwise, the Goods shall be shipped D.D.U. to the “Ship to” location in the Continental United States of America and D.D.U. to the Port in Canada indicated on the Order. Shipments to all other locations shall be sent C.I.F. or D.A.T. to the Port indicated on the Order

    7. Notwithstanding anything herein to the contrary, the Buyer acknowledges, consents, and agrees that title to the Goods passes to the Buyer only at such time as the Seller receives payment in full of the final price of the Goods and all related charges.



  14. SHIPMENT AND DELIVERY

    1. Installation of the Goods is the responsibility of the Buyer.

    2. If the Seller, at its sole discretion, agrees to provide an installation quote from a third party vendor/installer that corresponds to an Order, the Buyer must make any and all rooms that will be improved by the installation available on the dates requested by the third party vendor/installer.

    3. If more than one visit by the third party vendor/installer is required, the Seller will collect additional trip charges on behalf of the third party vendor/installer, which must be paid by the Buyer prior to installation.

    4. The Buyer will provide an overnight hotel room for each individual member of the third party vendor/installer’s crew free of charge for each day of installation. If one is not available, the Seller will invoice the Buyer for a local hotel room for the duration of their stay.

    5. The installation of the Goods is not covered by the Seller’s warranties, and any damage to the Goods by the third party vendor/installer is not covered by the Seller’s warranties.



  15. WARRANTIES

    1. Subject to the limitation of warranty set out in these terms and conditions, the Seller warrants to the Buyer that the Goods, other than Goods which are case goods, which are manufactured or produced by the Seller shall be free of defects in material and/or workmanship attributable to manufacture for a period of One (1) Year from the date of the delivery of the original Goods (not replacements).

    2. The Seller further warrants that Goods which are wood case goods shall be free of defects in material and/or workmanship attributable to manufacture for a period of Five (5) Years from the date of the delivery of the original Goods (not replacements). Seller may elect, at its sole discretion, to issue a credit against future purchases to Buyer in lieu of replacement of the Goods, which credit shall be based on the following scale of depreciated value (per Good):
      Year One80%
      Year Two60%
      Year Three40%
      Year Four30%
      Year Five20%


    3. The Seller further warrants that Goods which are TFL (laminate) case goods shall be free of defects in material and/or workmanship attributable to manufacture for a period of Three (3) Years from the date of the delivery of the original Goods (not replacements). Seller may elect, at its sole discretion, to issue a credit against future purchases to Buyer in lieu of replacement of the Goods, which credit shall be based on the following scale of depreciated value (per Good):
      Year One75%
      Year Two50%
      Year Three25%


    4. The foregoing warranties do not apply to any Goods which have been subject to misuse, abuse, neglect, accident, modification, damage resulting from improper handling after such Goods are delivered to the carrier in good order, storage in inadequate or unreasonable conditions, or from deliberate or accidental exposure to fire, extreme heat or cold, flooding or prolonged contact with water, to harsh chemicals, to weather, or extreme atmospheric conditions, or direct sunlight. Improper maintenance or lack of maintenance, improper care, cleaning or conditioning or lack of care, cleaning or conditioning, shall all serve to invalidate any warranty made by the Seller herein.

    5. The foregoing warranty is EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE, BY STATUTE OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

    6. The Seller shall not be liable to the Buyer for special, indirect, consequential or incidental losses or damages of any kind or nature whatsoever, or other costs, charges, penalties or liquidated damages, regardless of whether arising from breach of contract, warranty, tort, strict liability, delayed delivery or otherwise, even if advised of the possibility of such loss or damage or if such loss or damage could have been reasonably foreseen.

    7. The Seller’s sole obligation to the Buyer under any of the above warranties shall be, at Seller’s sole discretion, to either repair, replace or issue credit for any nonconforming or defective Goods where, within Fourteen (14) Days of the expiration of the above warranty period: (i) the Seller has received written notice of any nonconforming or defective Goods; (ii) after obtaining the Seller’s written authorization, the Buyer has, at its sole cost and expense, removed and returned such nonconforming or defective Goods to the Seller; and (iii) the Seller has determined that the Goods are nonconforming or defective and that such nonconformity or defect is not the result of some misuse by the Buyer.

    8. Notwithstanding anything herein to the contrary, the Seller does not warrant any Goods which are upholstered goods and/or soft goods for wearing quality, colorfastness, differences in dye lot, fabric shrinkage, wrinkling, or stretching.

    9. The Buyer acknowledges that each piece of wood case goods produced by the Seller relies on hardwood products for structural integrity and natural beauty. The Buyer further acknowledges that, like all natural creations, no two trees are alike and each tree has its own distinct characteristics and unique beauty. The Buyer further acknowledges that any furniture sold by the Seller to the Buyer is the product of many different trees, which enhances the beauty and individuality of each piece of furniture produces and that, as a result of combining different trees into one piece of furniture, colour variations are inherent in the finished furniture product, and such variations in colour, grain or texture are not covered by any warranty.



  16. CLAIMS FOR SHORTAGES AND DEFECTIVE GOODS

    1. Any claims by the Buyer alleging shortages or non-conformity of the Goods delivered to the Buyer must be made in writing to the Seller within Seven (7) Days following such delivery. If the Buyer does not provide such notice within the period set out herein, the Buyer shall be treated as having accepted the Goods as delivered.

    2. Any claims by the Buyer alleging shortages or non-conformity of the Goods made by telephone to the Seller must be matched by the same claim delivered to the Seller in writing within the above Seven (7) Day period.

    3. The Buyer must keep and store any damaged or non-conforming Goods in reasonable conditions until Seller notifies Buyer in writing that they can be discarded or returned.

    4. The Seller reserves the right to inspect and confirm, in its sole discretion, any alleged shortages and/or non-conformity before it shall authorize a return, replacement or credit to the Buyer. If the Seller authorizes the return and replacement of any Goods rejected by the Buyer, the Seller shall promptly replace such Goods.

    5. Notwithstanding the foregoing, Goods which are custom made by the Seller for the Buyer are not eligible to be replaced or modified unless such Goods are materially inconsistent with the instructions provided by the Buyer to the Seller.

    6. For greater certainty, the Buyer further acknowledges and agrees that any error caused by written instructions or documentation, including, without limitation, floor plans, provided to the Seller by or on behalf of the Buyer, shall not be sufficient cause to reject, or be entitled to a modification of, the Goods. The Seller shall not be liable to the Buyer for any error or deficiency in any product or service provided by the Seller in any manner resulting from any such erroneous information or documentation. For greater certainty, the Buyer acknowledges and agrees that any model or sample shown to Buyer is used merely to illustrate the general type and quality of the Goods ordered by the Buyer, and not to represent that the Goods supplied to the Buyer will necessarily conform in all respects to the sample or model.

    7. Any Goods which are custom designed to the Buyer’s specifications by HD, or any other design firm commissioned by the Seller, are exempt from any warranty for design defects.



  17. REVISIONS

    1. The Seller reserves the right to revise these terms and conditions by written notice to the Buyer of any such revisions. Any such revisions shall be binding upon the Buyer without further action unless the Buyer objects to such revisions by written notice to the Seller within Ten (10) Days after the Buyer’s receipt of the Seller’s notice.



  18. TIME

    1. Time is of the essence in this agreement.

    2. The calculation of days shall be calendar days, holidays and weekends inclusive. The calculation of years shall be calendar years, leap years inclusive.



  19. GOVERNING LAW, RESOLUTION OF DISPUTES

    1. This Offer, these terms and conditions, and the performance thereof shall be governed by, subject to and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to any provision regarding conflict of laws.

    2. The venue for any dispute shall be the Law Courts at Vancouver, British Columbia.



  20. JUDGMENT CURRENCY

    1. The obligations of any party to make payments in the currency stated in the Offer (the “Offer Currency”), shall not be discharged or satisfied by any recovery pursuant to any judgment expressed in or converted into any currency (for example, Canadian Dollars) other than the Offer Currency, except to the extent that such recovery results in the effective receipt by the receiving party or its assign of the full amount or value of the Offer Currency expressed to be payable to the receiving party under this agreement or any other invoice, demand or loan document. If, for the purpose of obtaining or enforcing judgment against any party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Offer Currency (for the purposes of this agreement such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Offer Currency, the conversion shall be made, at the rate of exchange prevailing, in each case, as at the day on which the judgment is given (the “Judgment Currency Conversion Date”).

    2. If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each party covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Offer Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

    3. For purposes of determining the prevailing rate of exchange such amounts shall include any premium and costs payable in connection with the purchase of the Offer Currency.



  21. FORCE MAJEURE

    1. Any delay or failure of the Seller to perform its obligations under this Offer shall be excused if, and to the extent, that the delay or failures caused by an event or occurrence beyond the reasonable control of the Seller and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, epidemic, pandemic, action by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labour problems (including lockouts, strikes and slowdowns), inability to obtain power, material, labour, equipment or transportation, or court injunction or order. For the avoidance of doubt, delays or failures caused by the novel coronavirus aka COVID-19, its effect upon economies and labour pools, and any quarantines or restrictions imposed by any governmental authority as the result of the same shall be covered by this section.



  22. SEVERABILITY

    1. In the event any provision of this Offer is determined to be invalid, such invalidity shall not affect the validity of the remaining portions of this Offer and, the parties shall substitute for the invalid provision, the provision that most closely approximates the intent and economic effect of the invalid provision.



  23. JOINT AND SEVERAL LIABILITY

    1. The term “Buyer” as used herein may be applicable to one or more entities and the singular shall include the plural. If more than one entity is referred to as the Buyer herein, then their obligations and liabilities shall be joint and several.



  24. ENUREMENT

    1. The Offer and these terms and conditions shall ensure to the benefit of and be binding upon each of the Seller and the Buyer and their respective heirs, executors, administrators, successors and permitted assigns.