Terms & Conditions of Sale
Standard Terms and Conditions for the Sale of Goods by Iliad Design, LLC (here after referred to as ILIAD)
These “Standard Terms of Sale” are applicable to all price quotations, delivery schedules, purchases, invoices and other promises, covenants, offers or acceptances (“Agreements”) concerning the sale of goods and services (“Goods”) by Iliad, and are the only terms and conditions that apply to such Agreements, except as specifically set forth in writing and signed by the Managing Member of Iliad. Customer agrees that Customer’s payment of any Monies or Deposits to Iliad or Customer’s acceptance of any Goods furnished by Iliad shall constitute Customer’s final acceptance of these Standard Terms of Sale. In the event of any conflict or inconsistency between these Standard Terms of Sale and any other Agreements, these Standard Terms and Conditions shall control. As used herein, “Customer” shall mean the purchaser and his/her/its representatives, employees or agents.
(a) Prices as quoted by Iliad are firm for thirty (30) days from the date of any “On Approval memo”, Price quote, or Invoice. Prices are all quoted in denominations of United States’ Dollars. Iliad reserves the right to correct any error in prices. Payment shall be made in United States dollars by bank transfer or check, provided that payment by check shall be deemed to have been made only when the amount of the check is credited to Iliad’s account. Late charges shall be added at the rate of 1-½% per month on any past due Invoice.
(b) The price for the Goods does not include (a) transportation, crating or shipping charges, special packaging, insurance or other services (“Shipping Charges”); or (b) sales, use, excise, value added or other taxes, customs duties, tariffs, or special assessments (“Taxes and Duties”). All Shipping Charges and Taxes and Duties shall be specified by Iliad either on the Customer’s Invoice or, if the charges are unknown at the time of initial invoicing, estimated by Iliad and billed to Customer prior to shipping. In any event, Customer shall be solely responsible for the payment of all Shipping Charges and Taxes and Duties. Customer should notify Iliad if it wishes to make its own arrangements with respect to the foregoing.
2. Customer Inspection Upon Delivery of Goods
Upon Customer’s receipt of Goods, Customer shall immediately inspect the Goods. Unless Customer provides Iliad with written notice of any claim for visible defects in the Goods within five (5) days after receipt of shipment, such Goods shall be deemed finally inspected, checked and accepted by Customer.
3. Delivery / Risk of Loss
Iliad shall use reasonable commercial efforts to make delivery of Goods within the time specified on the Invoice. Unless otherwise specified by Customer in writing, Iliad shall use its own discretion in choice of carrier, method of packing and insurance. All shipments are F.O.B. the original shipping point and risk of loss shall pass to Customer at such time as possession of such Goods is given by Iliad to a transportation carrier. ANY AND ALL CLAIMS FOR LOSS OR DAMAGE TO GOODS IN TRANSIT MUST BE MADE IN WRITING TO THE DELIVERING CARRIER AND NOTED ON THE DELIVERY RECEIPT. FAILURE TO DO SO MAY RESULT IN A LOSS OF CLAIM. CUSTOMER SHALL ALSO NOTIFY ILIAD IMMEDIATELY.
Orders and purchases may not be terminated, cancelled or modified, or shipment deferred after payment has been received except by express written consent of Iliad.
5. Force Majeure
Iliad shall not be liable or otherwise responsible for any damage, loss, fault, or expenses arising out of any delay in manufacture, shipment or other non-performance of any Agreements caused or imposed by strikes, fires, disasters (natural or otherwise), riots, acts of terrorism; intervention of government, war or threat of war, sanctions, blockades, embargoes; acts of Customer; shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities; governmental action, subcontractor delay or any other cause, condition or circumstance beyond Iliad’s reasonable control (collectively, “Force Majeure”). If there is a delay or nonperformance due to Force Majeure, then Iliad may, at its option, and without liability, revoke all or any portion of the Invoice and/or extend any date upon which any performance thereunder is due.
6. Limited Warranty / Disclaimer of Warranties
THE WARRANTIES SET FORTH BELOW ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NO AFFIRMATION OF ILIAD, BY WORDS OR ACTION, OTHER THAN AS SET FORTH IN THIS SECTION, NOR ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, MADE BY ILIAD DESIGN TO CUSTOMER SHALL CONSTITUTE A WARRANTY HEREUNDER. Iliad’s warranty does not apply to any Goods that have been subjected to misuse, mishandling, misapplication, neglect (including but not limited to improper maintenance and exposure to heat, humidity, moisture or any other condition which may damage the Goods), accident, improper installation, modification (including but not limited to use of unauthorized parts or attachments), or adjustment or repair performed by anyone other than Iliad or its authorized agents. Any claim by Customer with reference to the Goods sold pursuant to the Invoice shall be deemed waived by the Customer unless submitted in writing to Iliad within the earlier of (i) five (5) days following the date Customer discovered, or by reasonable inspection should have discovered, any claimed breach of the foregoing warranty, or (ii) thirty (30) days following the date of shipment by Iliad to Customer.
7. Limitation of Liability
ILIAD WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS).
(a) These Standard Terms of Sale, together with the terms and conditions contained on the face side of Iliad’s Invoice, constitute the entire agreement between Iliad and Customer with respect to the matters contained therein, and supersede all prior oral or written representations, proposals, correspondence, discussions, negotiations and agreements.
(b) If any provision of these Standard Terms of Sale is deemed invalid or unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election of Customer and Iliad, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of these Standard Terms of Sale and the Invoice shall remain in full force and effect.
(c) A waiver by either party of any breach or failure to enforce any term or condition of these Standard Terms of Sale shall not in any way affect, limit or waive such party’s right at any time to enforce strict compliance with that or any other term or condition of these Standard Terms of Sale.
(d) These Standard Terms of Sale shall be binding upon and shall inure to the benefit of the parties’ respective heirs, successors and assigns, provided, however, that any attempted assignment by Customer or assignment by Customer of These Standard Terms of Sale without Iliad’s prior written consent shall be void from inception.
(e) These Standard Terms of Sale shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to principles of conflicts of law or to the United Nations Convention on International Sales of Goods (CISG), the latter being specifically disclaimed by Customer and Iliad. Any action, suit or proceeding arising out of or related to the Invoice, these Standard Terms of Sale or the subject matter hereof shall be brought only in the courts located in the county in which Iliad has its principal place of business at the time of filing of such action, suit or proceeding, and Customer hereby unconditionally and irrevocably consents and submits to such exclusive jurisdiction and waives any objection that he, she or they may now or hereafter have with respect thereto.
ILIAD reserves the right to photograph design commissions for purposes including, but not limited to, publication in newspapers, magazines, and other print media, publication via the Internet, and use in marketing materials used by Designer. Such photographs and any accompanying descriptions shall not for any reason identify the commissioning client without express written consent.