Please read these Terms and Conditions (the “Agreement”) carefully. Your use of the Website (as defined below) constitutes your consent to this Agreement.
This Agreement is between you and Havwoods International Inc. concerning your use of (including any access to) the Website currently located at https://www.hardwoodfloorstore.com.
BY USING THE WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING THE WEBSITE ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, THEN YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT.
a day other than a Saturday or Sunday or a day on which banks in New York City are authorized or required by law to open.
the terms and conditions set out in this document, the Agreement, as amended from time to time in accordance with Section 17.
the contract between the Supplier and the Customer for the sale and purchase of the Products, together with these Conditions and any relevant attachments, exhibits or supplements.
the person or company or organization which purchases the Products from the Supplier.
Force Majeure Event
has the meaning given in Section 14.
the retail premises, business premises or other location in which the Wood Floor Products are to be installed.
Luxury Vinyl Tile Products
means the luxury vinyl tile products (if any) supplied by the Supplier to the Customer.
the Customer's order for the Products placed through the Website.
means any Products other than the Wood Floor Products supplied by the Supplier to the Customer.
the products (including the Wood Floor Products, the Other Products (or any part of them) set out in the Order.
any specification for the Products, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Havwoods International Inc., a Delaware corporation.
Means any trade name, business name, service mark, or trademark, used or owned by the Supplier whether registered or otherwise.
means our making available the ability to purchase or otherwise obtain certain Products through the Website or through other sales channels such as telephone orders, mail orders, or our physical stores.
means the Supplier’s website at https://www.hardwoodfloorstore.com
Wood Floor Products
means the wood flooring products (if any) supplied by the Supplier to the Customer.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and not limiting.
(e) A reference to writing or written includes electronic and facsimile transmissions.
2.1 These Conditions apply to the Contract, exclusive of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier receives the Order and transmits a confirmatory email accepting the Order (“Order Confirmation”), at which point the Contract shall come into existence.
2.4 The Supplier shall be entitled to reject the Order at its sole discretion and if it elects to do so (for example due to unavailability of the Products requested by the Customer) it shall notify the Customer of this and will not process the Order. In this instance, the Customer will not be charged for such part of the Products. If the Customer has already made full or part payment for the Products, the Supplier shall refund such amounts as soon as reasonably practicable.
2.5 The Contract constitutes the entire agreement between the parties and supersedes All prior or oral or written representations and agreements. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.6 Any samples, drawings, images, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogs, websites (including the Website) or brochures are produced solely for illustrative purposes for viewing the Products described in them. They shall not form part of the Contract or have any contractual force. Customer may not use samples, drawings, images, descriptive matter, or advertising produced by the Supplier or display such drawings, images, descriptive matter in print or the internet without Supplier’s express written permission.
2.7 Although the Supplier has made every effort to accurately display the color of the Products on the Website, the Supplier cannot guarantee that the Customer’s computer display of the colors will accurately reflect the color of the Products and the Product may slightly vary from images on the Website.
2.8 Due to the nature of the Wood Floor Products, the Customer hereby agrees, acknowledges, and accepts that:
4.1 The Products are described on the Website.
4.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4.3 The Supplier shall be entitled to supply an alternative Product to match as closely as possible to the Products that the Customer has ordered. The Supplier will provide the Customer with reasonable notice as soon as this becomes apparent, and the Customer will have the option to accept the alternate Product or cancel the Order.
4.4 The Customer shall be wholly responsible for determining whether the Products are fit for purpose where they are to be used for a particular or special purpose and whether they are to be used for a particular or special purpose and whether they are suitable for the intended Installation Location and the Customer agrees, and acknowledges and accepts that the Supplier is a Supplier of the Products only and nothing is to be taken as a warranty, representation or otherwise that the Supplier has provided any design advice or installation instruction upon which the Customer is entitled to place any reliance.
4.5 The Supplier shall not be responsible for installing the Products and shall have no liability for any damage to the Products or any other property, person or otherwise caused during the installation of the Products. Any guidelines or instructions that the Supplier may provide in relation to installation constitute a manufacturer’s guide only and are not specific to the Installation Location or any individual Products and should not be relied upon for the proper installation of the Products, which should only be carried out by an appropriately skilled professional.
4.6 The Customer shall be responsible for ensuring that the Products are fully and properly maintained, including but not limited to:
(a) The installation, sanding, and finish of the Products in accordance with any manufacturer’s guidelines or instructions, or absent any from the manufacturer, The National Wood Flooring Association Installation Guidelines;
(b) by ensuring that the Products are maintained at the appropriate humidity levels;
(c) by ensuring that the Products are properly and adequately acclimated to conditions (e.g., temperature, humidity levels) at the Installation Location before installation; and
(d) by ensuring that the Wood Floor Products are adequately protected against damage (including but not limited to scratches, dents, and scuff marks) including but not limited to by sanding, sealing, and using cloth furniture protectors in accordance with manufacturers guidance or instructions or guidance provided by the installer of the Wood Floor Products.
(e) Other Products may be made available on the Website. The availability through the Website of any listing, description or image of Other Products does not imply our endorsement of such Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy or timeliness of listings, descriptions, or images (including any features, specifications and prices contained therein) of Other Products. Such information and the availability of any such Product is subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Other Products, including the applicable colors, however the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the possession, use and sale of any Product.
You may need to register to use all or part of the Website. We may reject, or require that you change, any username, password, or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential; you, and not the Supplier, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username, password, or account for the Website.
6.1 If you wish to place an Order, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address, and your shipping information (“Payment Information”). YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH AN ORDER. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Orders. Verification of information may be required prior to the acknowledgment or completion of any Order. You agree to pay all charges incurred by you or on your behalf through the Website, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Orders.
6.2 We and our third-party payment service providers may request and may receive from any of your payment card issuers or any payment card network, updated payment card information, such as cancellation of any payment card account, or updated payment card numbers or expiration dates. If such updated information is provided to us and/or any of our third-party payment service providers, we may use that information to process any payment that you have authorized us to charge to such payment card, including payment for any outstanding balances owed by you on any purchase. By using the Website and accepting this Agreement, you hereby authorize the Supplier and its third-party payment service providers to update your payment card information and charge your payment card using any such updated payment card information. Your payment card issuer may allow you to opt out of providing updated card information. For more information, please contact your payment card issuer.
6.3 The Supplier reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any Order; to cancel any Order even after it has been placed online through the Website, and/or via customer service, and to refuse to provide any user with any Product. By making an Order, you represent that the applicable Products will be used only in a lawful manner. You agree that you will not resell any products or services obtained through an Order unless we have provided our express prior written consent for you to do so.
6.4 You agree that we may store your Payment Information following your completion of an Order. We will only use Payment Information to finalize complete payment for any Product purchased online though the Website, and/or via customer service and/or to facilitate future Orders you may initiate through the Website. You may withdraw your consent permitting the Supplier to store your Payment Information by adjusting your settings in “My Account”.
6.5 Refunds and exchanges will be subject to the Supplier’s applicable refund and exchange policies. The refund and exchange policy for an Order placed through the Website is available at https://www.hardwoodfloorstore.com/pages/delivery-returns
In the event that you have received a refund, an exchange and/or a temporary replacement Product for Product purchased through the Website, and/or via customer service, and you have not returned that Product and/or the temporary replacement Product to us within ten (10) business days after you have received a refund, or you received a refund that was greater than the amount you paid, then you agree that we can hold and not process any pending and/or any future orders from you until we have received the Product or full payment from you. You also agree that if a Product for which you received a refund or exchange, or a temporary replacement Product is not returned to us within ten (10) business days after you are issued a refund, then we may utilize your current or future Payment Information to re-charge you for that Product at any time.
6.6 The Supplier offers shipping services subject to its applicable shipping policies. The shipping policy for Orders placed through the Website is available at https://www.hardwoodfloorstore.com/pages/delivery-returns
7.1 The Supplier shall ensure that:
(a) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any); and, if the Order is being delivered in installments, the outstanding balance of Products remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
7.2 Subject to Section 7.3, the Supplier shall deliver the Products to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) on such date as the Supplier shall notify the Customer in advance of the delivery date (“Delivery Date”).
7.3 If the Supplier has agreed in advance upon the Customer placing the Order or as confirmed in the Order Confirmation, the Customer may collect the Products from the Supplier's premises or such other location as may be advised by the Supplier prior to delivery (“Collection Point”).
7.4 Delivery of the Products shall be completed on the Products' arrival at the Delivery Location or upon the Supplier making the Products available for collection from the Collection Point (as applicable).
7.5 Subject to Section 7.6, the Supplier does not handle or unload the Products on arrival at the Delivery Location and does not load the Products at the Collection Point. The Customer must ensure that adequate assistance and personnel are available to unload the Products upon delivery.
7.6 The Supplier can supply a premium, dedicated delivery service, pursuant to which the Supplier will arrange for the Products to be unloaded (but not, for the avoidance of doubt, installed) at the Delivery Location (“Dedicated Delivery Service”) provided that the Customer requests the Dedicated Delivery Service in the Order
7.7 Subject to Section 7.8, if the Supplier fails to deliver any or all of the Products (“Undelivered Products”), its liability shall be limited, at its election, to one of the following:
(a) replacing the Products within a reasonable amount of time; or
(b) issuing a credit note against the invoice raised for the Undelivered Products; or
(c) reimbursing the Customer for the price of the Undelivered Products.
7.8 The Supplier shall have no liability for any failure or delay in delivering the Products where:
(a) such failure or delay is caused by the Customer's failure to comply with its obligations under the Contract, including a failure to:
(i) collect the Products in accordance with Section 7.3; and/or
(ii) provide the Supplier with the correct delivery address or any other relevant instructions; and/or
(b) the failure or delay has been caused by a Force Majeure Event.
7.9 If the Customer fails to take delivery of the Products or collect the Products from the Collection Point on the Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under the Contract:
(a) delivery of the Products shall be deemed to have been completed at 9:00 am on the Delivery Date (“Deemed Delivery”) and responsibility for the Products shall pass to the Customer upon Deemed Delivery;
(b) the Supplier shall store the Products until delivery takes place, and charge the Customer for related costs and expenses (including, without limitation, storage, and insurance);
(c) if the Customer fails to accept delivery of the Products within 4 weeks of the date of Deemed Delivery, the Supplier may resell or otherwise dispose of the Products (or any part of them) to any third party, without any liability to the Customer.
7.10 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
7.11 The Customer shall not be entitled to reject the Products if the Supplier delivers up to and including 5% more or less than the quantity of Products ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Products was delivered.
7.12 The Supplier may deliver the Products by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
7.13 The type and quantity of Products recorded by the Supplier upon dispatch from its premises shall be conclusive evidence of the type and quantity received by the Customer upon Delivery, however the Customer is responsible for checking the Products upon Delivery and ensuring that it has been supplied with the correct Products (including but not limited to, the correct color), before installing the Products at the Installation Location.
7.14 The Supplier is only able to deliver to locations within the U.S.
8.1 Certain Products benefit from a manufacturer’s guarantee. For details of the applicable terms and conditions, the Customer should refer to the manufacturers guarantee provided with the Products.
8.2 For products which do not have a manufacturer’s guarantee, the Supplier provides a warranty that the Products shall be free from material defects in design, material, and workmanship, conform in all material respects with their description and be fit for any purpose expressly held out by the Supplier and remain so for the following applicable “warranty periods”:
however, the warranty contained in this Section 8.2, does not apply in the circumstances in Section 8.4.
8.3 Subject to Section 8.4, if:
(a) the Customer gives notice in writing to the Supplier during the applicable warranty period at Section 8.2 above, within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in Section 8.2;
(b) the Supplier is given a reasonable opportunity of examining such Products; and
(c) the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
8.4 The Supplier shall not be liable for the Products' failure to comply with the warranty set out in Section 8.2, in any of the following events:
(a) the Customer makes any further use of such Products after giving notice in accordance with Section 8.3;
(b) the defect arises because the Customer failed to follow the Supplier's user or manufacturer's guidelines, oral or written instructions as to the storage, commissioning, installation, use, protection, and maintenance of the Products or (if there are none) good trade practice regarding the same;
(c) the Customer or any third party alters or repairs such Products without the written consent of the Supplier;
(d) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions, accident, or negligence by the Customer or any third party including but not limited to upon the installation of the Products; or
(e) the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.5 Except as provided in this Section 8, the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in Section 8.2.
8.6 These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.
9.1 The price of the Products shall be as set out on the relevant order pages of the Website.
9.2 The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);
(b) any request by the Customer to change the Delivery Date, quantities or types of Products ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3 The price of the Products is exclusive of all delivery charges which shall be indicated on the relevant order page of the Website.
9.4 The price of the Products is exclusive of amounts in respect of sales tax which shall be indicated on the relevant order page of the Website.
The Supplier’s trade names, trademarks and service marks, among others, include Hardwood Floor Store, Plusfloor, and Ashton & Rose. All trade names, trademarks, service marks and logos on the Website not owned by us are the property of their respective owners. You may not use the Supplier’s trade names, trademarks, service marks or logos in connection with any product or service that is not the Supplier’s, or in any manner that is likely to cause confusion. Nothing contained on the Website should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the Supplier.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE WEBSITE AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) THE SUPPLIER DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE AND ANY PRODUCTS AND THIRD-PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. THIS SECTION DOES NOT AFFECT ANY EXPRESS WARRANTIES THAT THE SUPPLIER MAY PROVIDE DIRECTLY TO YOU IN WRITING WITH RESPECT TO THE PRODUCTS PURCHASED THROUGH THE WEBSITE.
ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH THE SUPPLIER AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”).
While the Supplier tries to maintain the timeliness, integrity, and security of the Website, we do not guarantee that the Website is or will remain updated, complete, correct, or secure, or that access to the Website will be uninterrupted. The Website may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Website. If you become aware of any such alteration, please email email@example.com and provide a description of such alteration and its location.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: THE SUPPLIER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION TRANSMITTED VIA THE WEBSITE (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF SUCH INFORMATION), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SUPPLIER WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE OR FROM ANY OF THE PRODUCTS OR THIRD PARTY MATERIALS; (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR ANY OF THE PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE WEBSITE; AND (C) THE MAXIMUM AGGREGATE LIABILITY OF THE SUPPLIER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF: (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO THE SUPPLIER; AND (2) TEN U.S. DOLLARS ($10).
ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH THE SUPPLIER AND THE AFFILIATED ENTITIES.
Applicable law in certain states may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
This Agreement is effective until terminated. The Supplier may terminate or suspend your use of the Website at any time and without prior notice, including if the Supplier believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Website will immediately cease, and the Supplier may, without liability to you or any third party, immediately deactivate or delete your username, password and account(s), and all associated materials, without any obligation to provide any further access to such materials. Sections which expressly or by implication survive expiration or termination of this Agreement shall continue in full force and effect.
Neither party shall be liable for any failure or delay in performance hereunder if such failure or delay is caused, in whole or in part, by fire, flood, earthquake, riot, war, invasion, pandemic, embargo or any similar event beyond the reasonable control of the Party or its Affiliates (each, a “Force Majeure Event”). In the event of a Force Majeure Event, either Party shall promptly notify the other Party of the Force Majeure Event and shall use commercially reasonable efforts to remove the Force Majeure Event such that performance may be resumed. Each party represents and warranties that as of the date of this Agreement a Force Majeure Event is not ongoing with respect to the Agreement.
In connection with the Website, you must not:
15.5 Reverse engineer, decompile or disassemble any portion of the Website, except where such restriction is expressly prohibited by applicable law.
15.6 Remove any copyright, trademark or other proprietary rights notice from the Website.
15.7 Frame or mirror any portion of the Website, or otherwise incorporate any portion of the Website into any product or service, without the Supplier’s express prior written consent.
16.1 Assignment and other dealings
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Section, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Section 16.2(d); if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the third Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission provided that such email was sent to the correct email address of the intended recipient and not recalled, or a message of non-delivery received.
Inquiries that do not comply with all of the requirements of 17 U.S.C. § 512 may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under 17 U.S.C. § 512(f).
16.3 Severance. If any provision hereof shall be held invalid or unenforceable, such action shall be strictly construed and shall not affect the validity or effect of any other provision hereof, as long as the remaining provisions, taken together, are sufficient to carry out the overall intentions of the Parties as evidenced hereby.
16.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 Third-party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no modification of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
You agree to defend, indemnify and hold harmless the Supplier, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any content you post, store or otherwise transmit on or through the Website or your use of or inability to use the Website, including without limitation any actual or threatened suit, demand or claim made against the Supplier and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to the content, your conduct, your violation of this Agreement or your violation of the rights of any third party.
READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS HOW CLAIMS YOU AND THE SUPPLIER MAY HAVE AGAINST EACH OTHER ARE DETERMINED.
19.1 Any dispute or claim relating in any way to this Agreement or previous versions of this Agreement, your use of the Website, or any products or services sold or distributed by the Supplier or through the Website, shall be governed by and construed in accordance the laws of the State of New York without regard to the principles of conflicts of law.
19.2 Unless you and the Supplier agree otherwise, any legal suit, action or proceeding arising out of or related to this Agreement or previous versions of this Agreement, your use of the Website, or any products or services sold or distributed by the Supplier or through the Website, shall be instituted exclusively in the federal or state courts located in New York County, New York. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
19.3 You and the Supplier agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action. Unless both you and the Supplier agree otherwise, a court may not join more than one party's claims and may not adjudicate or determine any form of a representative, class, or consolidated proceeding. The court may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party bringing the claim, if such relief is warranted by the facts and law. Any relief awarded by the court will not affect other customers of the Supplier.
19.4 Both you and the Supplier each waive any right to a jury trial. You and the Supplier also both agree that you or the Supplier may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
If you have a question or complaint regarding the Website, please email us at firstname.lastname@example.org. You may also contact us by writing to the Supplier, Attn: Customer Service, 151 West 18th Street, New York, NY 10011, or by calling us at (347) 523-8934 . Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us.
The Website is controlled or operated (or both) from the United States and is not intended to subject the Supplier to any non-U.S. jurisdiction or law. The Website may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Website is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Website’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified.
The Supplier is providing the following disclosure in compliance with The California Transparency in Supply Chains Act of 2010 (SB 657), which requires that companies disclose their efforts to eradicate slavery and human trafficking from their direct supply chains.
24.2 We review the terms of our Vendor Code of Conduct with all of our suppliers and conduct periodic reviews of their facilities in order to confirm that they are in compliance with all required policies.
24.3 We train our employees who are responsible for procuring products on the importance of confirming that our vendors comply with the Vendor Code of Conduct, including its prohibitions on child labor and involuntary labor. We also train our employees to identify and respond to concerns about labor practices in the supply chain that might arise from time to time.