Terms & Conditions
Edloe Finch LLC Terms and Conditions of Sale
Edloe Finch LLC, a Texas limited liability company (“Edloe Finch”) is a wholesale furniture supplier warehoused in Houston, Texas. These Terms and Conditions of Sale govern all sales by Edloe Finch.
DEFINITIONS. The following capitalized terms, when used in these Terms and Conditions of Sale, have the following meanings: (1)“Purchase Order” means collectively the Parties’ written or electronic agreement that authorizes purchase and shipment of Products, including the Purchase Order cover; these Terms and Conditions; all specifications, exhibits, attachments, referenced documents; and any future written amendments agreed to by the Parties; (2) “Products” means any materials, equipment, services or work Product by or on behalf of Edloe Finch as stipulated in the Purchase Order; (3) “Buyer” means the person or entity issuing the Purchase Order, as identified on the Purchase Order cover; (4) “Party” means Buyer or Edloe Finch; (5) “Parties” means Buyer and Edloe Finch; (6) “Good Industry Practices” means the exercise of that degree of skill, diligence, prudence and foresight which can reasonably be expected from a competent person in the same type of business under similar circumstances consistent with all applicable requirements.
PURCHASE ORDERS. Written or electronic affirmation of the Purchase Order such as by email shall be deemed as Buyer’s acceptance of the Purchase Order. Buyer’s acceptance of the Purchase Order is limited to Buyer’s acceptance of all terms and conditions contained therein. If Buyer proposes additional or different terms or conditions, the proposal must be in writing and shall constitute a counteroffer that will be effective only if Edloe Finch accepts it in writing. If Edloe Finch does not accept Buyer’s counteroffer, the original Purchase Order shall prevail. Shipment and delivery of Products shall not constitute acceptance of Buyer’s counteroffer. In the event of conflicts, Purchase Order documents shall have priority as follows: (1) Purchase Order cover, (2) these Terms and Conditions of Sale, (3) Buyer specifications, and (4) any other Purchase Order attachments, exhibits or referenced documents. Edloe Finch does not require a minimum order for Purchase Orders. Once Buyer submits a Purchase Order, the Products will be packed and prepared for shipping. Terminations or changes to a Purchase Order after the order is packed and prepared for shipping shall be subject to a 20% restocking fee.
PRICING AND TAXES. 1. Online Retailers. Any Buyer selling Edloe Finch Products online using the Edloe Finch name or logo is required to advertise such Products at or above the minimum advertised price specified on Edloe Finch’s pricelist and in the Edloe Finch buyer portal, after deducting any applicable discounts and incentives (the “MAP”). Buyers advertising Edloe Finch Products below MAP will be deemed in default of these Terms and Conditions of Sale, and will be subject to suspension of all future shipments. The MAP policy shall only apply to advertising of Edloe Finch Products and in no way limits a Buyer’s rights to set its own prices. 2. Private Label. The MAP policy does not apply to retailers who are selling Edloe Finch Products, without the Edloe Finch name or logo, as “private label”. When selling as private label, Buyer shall not use or imply any association with Edloe Finch’s intellectual property (i.e., trade mark, trade name, product name, product code and Edloe Finch’s product images). 3. Brick and Mortar Retailers. Edloe Finch does not dictate a required minimum price for Edloe Finch Products that retailers quote, sell or advertise in a physical store location or in local marketing efforts, provided, such retailers who also sell Edloe Finch Products online must adhere to the provisions of these Terms and Conditions of Sale which relate to the same. 4. Taxes and Bank Charges. The price set forth in the Purchase Order does not include any taxes, bank charges, or other related fees. Buyer shall provide a state sales and use tax certificate (reseller permit) to Edloe Finch within thirty (30) days after submitting the Purchase Order and will notify Edloe Finch in the event of any change to such certificate. If Buyer is exempt from state or use taxes, Buyer shall provide Edloe Finch with an exemption certificate. Buyer shall pay all applicable taxes relating to the purchase and sale of Edloe Finch Products.
PAYMENTS. Full prepayment is required by Buyer for any Purchase Order unless otherwise specified by Edloe Finch. Edloe Finch reserves the right to specify the manner of payment and shall be permitted to withhold delivery of Products until payment is made by Buyer. Checks received for payment on any new account must be cleared by Edloe Finch before Products are shipped. All payments shall be made in cash or other immediately available federal funds and shall be transferred by credit card, cash, check, money order or wire transfer. Buyer shall pay all bank fees and other charges related to payment. Each returned check (not sufficient funds) or stopped payment is subject to a $20.00 fee.
Amounts designated as “N15 Payments” are due within fifteen (15) days after the invoice date. Late payments shall bear interest at 1.5% per month. Buyer shall be liable for all costs of collection and attorney's fees. Buyer grants a security interest to Seller in the Products to secure all amounts due under the Purchase Order. These Terms and Conditions of Sale and the Purchase Order, collectively, shall constitute a security agreement and afford Seller all rights of a secured party under the Uniform Commercial Code.
SHIPPING AND DELIVERY; DROP SHIP PROGRAM; TITLE AND RISK OF LOSS. 1. Shipping. Edloe Finch will arrange shipment to the name and address set forth on the Purchase Order and in accordance with the shipping method set forth on the Purchase Order. All shipping fees and costs are non-refundable. Edloe Finch will charge a drop shipping fee of $10 per Purchase Order (not per Product/carton) for any order shipping to an address other than the Buyer’s principal address. All applicable shipping fees and costs are non- refundable. All fees will be itemized on the invoice sent with the shipment. Buyer will have the option to ship on the Buyer’s account or on the account of Edloe Finch, pursuant to the terms and conditions stated below: (a) Shipping on Buyer’s Account; Risk of Loss. If the Buyer elects to ship on Buyer’s account, Buyer will be responsible for all shipping costs, including, but not limited to, costs of insurance. Risk of loss shall pass to Buyer immediately upon delivery by Edloe Finch to the carrier. Edloe Finch will provide cooperation should Buyer assert a claim against any carrier or insurance company to recover any loss of Product during transit. (b) Shipping on Edloe Finch’s Account; Risk of Loss. If the Buyer elects to ship on Edloe Finch’s account, Edloe Finch will arrange a carrier for a fee of 7.5% of the total purchase price of the Product(s), and risk of loss in transit shall lie with Edloe Finch until the Products are delivered by the carrier, unless otherwise stated in the Purchase Order. This fee is in addition to the drop ship fee and the carrier’s shipping cost. 2. Delivery Date; Backorders. Any date of delivery furnished by Edloe Finch to Buyer is determined from the later of (i) the date of Buyer’s Purchase Order or (ii) the date Buyer and Edloe Finch agree to payment terms. Edloe Finch shall use commercially reasonable efforts to comply with specified dates. The date is only an estimate of the date of delivery, not a guarantee, and Edloe Finch shall not be liable for any delays in the delivery date or shipment of Products. If the Products cannot be shipped or delivered as set forth above, Buyer shall have the option to terminate the Purchase Order with respect to any of the Products. Any Product that is placed on backorder will be shipped promptly when available, unless cancelled in writing by the Buyer prior to shipment. 3. Force Majeure. If any act of God, acts of government, fire, unforeseeable severe weather or flood, or other unforeseeable causes beyond the reasonable control of Edloe Finch delay the shipment or delivery of Products pursuant to these Terms and Conditions of Sale, the delivery date or time for completion may be extended as reasonably necessary to overcome the effect of such delay.
RETURNS. Products may only be returned within thirty (30) days from the Purchase Order date. To be eligible to return a product, Buyer must obtain a Return Merchandise Authorization Number (“RMA”) from Edloe Finch’s customer service department. All returns are subject to the approval of Edloe Finch. Once an RMA is obtained, Buyer must ship the Product(s), at Buyer’s expense, to Edloe Finch. All returns must be made in original packaging and the original Product must be returned in “like-new” condition for a full or partial refund to be considered. After the Product is received by Edloe Finch, Edloe Finch will examine and inspect the Product and will make a determination on whether the product is in “like new condition”. If the Product is in “like new” condition, Edloe Finch will accept the Product for return and will credit Buyer’s account for such Product. Returned Products are subject to a 25% restocking fee.
ERRORS OR OMISSIONS. All measurements on www.edloefinch.com and within Edloe Finch’s advertising catalogues are approximate. Errors or omissions in any quotation or other document shall be subject to correction, in Edloe Finch’s sole discretion, and Edloe Finch shall not be liable for any deviation in measurements listed on www.edloefinch.com.
WARRANTIES; DISCLAIMER; LIMITATIONS ON CLAIMS. 1. Warranty; Disclaimer. Edloe Finch warrants that its Products will be free from defects in materials and workmanship for a period of one (1) year. Edloe Finch will repair, replace or correct any Product which does not meet this express warranty, in accordance with the terms and conditions stated herein, or, alternatively, will refund an equitable portion of the purchase price during the one (1) year period after delivery. In the event of repair or replacement, this warranty shall apply to the repaired or replaced work for one (1) year.
EXCEPT FOR THIS EXPRESS W ARRANTY , EDLOE FINCH MAKES NO W ARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS COVERED BY THIS AGREEMENT OR ANY AGREEMENT WITH BUYER INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY OR AGAINST INFRINGEMENT, BUYER HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) THAT IT MAY HAVE AGAINST EDLOE FINCH, FOR ANY LOSS OR DAMAGE INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF INDIRECT, SPECIAL, INCIDENTIAL OR CONSEQENTIAL DAMAGE OR EXPENSE CAUSED BY A PRODUCT. EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, EDLOE FINCH DISCLAIMS ALL OTHER W ARRANTIES, INCLUDING ALL IMPLIED W ARRANTIES. EDLOE FINCH DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Edloe Finch shall not be liable for breach of warranty if: (a) a defect arises because of failure to follow Edloe Finch’s oral or written instructions as to storage, installation, use or maintenance of Products, or (if no instructions apply) Good Industry Practices; (b) alteration or repair of Products without Edloe Finch’s written consent; (c) a defect arises from normal wear and tear, willful damage, negligence, abnormal or improper working or storage conditions, or misuse; (d) Products continue to be used or are allowed to deteriorate after a defect is suspected; or (e) any procedure in this Warranties section is not followed.
Buyer shall cause notice to any alleged defect covered by the one year warranty included in this section to be delivered to Edloe Finch within ten (10) days after discovery. The notice shall include or shall be followed promptly by the Purchase Order number. Thereafter, upon Edloe Finch’s reasonable request Buyer shall promptly provide additional information related to the claim. 2. Manufacturing Defect Claims. A Buyer must notify Edloe Finch of any manufacturing defect(s) to a Product within three (3) business days after delivery of the Product. Such claim must notify Edloe Finch of the specific defect, missing part/hardware, miss-shipment or damaged merchandise. Failure to provide such notice shall be deemed acceptance of the Product(s) as complete and satisfactory to Buyer and shall be deemed a waive of any claim of manufacturing defects to the Product. Edloe Finch will repair or replace damaged or defective goods (provided the damage is caused by a manufacturer’s defect or error) at no additional charge to Buyer. If Buyer desires to return the Product, and does not want it to be replaced, the terms and conditions of the section titled “Returns” shall control. All shipping and handling costs for replacements are non-refundable. 3. Freight Damage Claims. If a Product arrives at the Buyer’s location in a damaged condition and such Product was shipped on Edloe Finch’s account, Buyer must (1) notify Edloe Finch of such damage at the time of delivery, (2) provide pictures (or other visible evidence satisfactory to Edloe Finch) and details of the damages in written form and (3) describe such damage on the delivery receipt. Edloe Finch, in its sole discretion, will provide a replacement Product for Products damaged by the carrier at no charge to Buyer, provided, the Buyer shall be responsible for shipping costs. Buyer shall notify the end- customer that all packages and pallets must be inspected at time of delivery, and that damaged items must be noted and described on the delivery receipt. Freight carriers are responsible for any freight damage, and notations must be made on the delivery receipt for a freight carrier to accept any freight damage claim. Notwithstanding anything herein to the contrary, Buyer’s signature on the delivery receipt without notice to Edloe Finch of any freight damage shall be deemed conclusive evidence that the Product was delivered to the Buyer or the end-customer, as applicable, with no freight damage. 4. Limitation on Actions and Liability. Except as specified herein to the contrary, neither Party shall be liable for special, incidental, indirect, consequential, punitive or exemplary damages of any type including lost revenue or profit.
ENTIRE AGREEMENT; WAIVER. The Purchase Order shall constitute the entire agreement between the Parties and shall supersede all prior and contemporaneous proposals, negotiations and counterproposals. The Parties intend for the Purchase Order to be a final expression of their agreement and a complete and exclusive statement of the terms and conditions thereof. Prior dealings between the Parties or usage of trade (whether before or after the date of the Purchase
Order) shall not be relevant to supplement or explain any term used in the Purchase Order. Acceptance or acquiescence in a course of performance rendered under the Purchase Order shall not be relevant to determine the meaning of the Purchase Order even though the accepting or acquiescing Party has knowledge of the nature of the performance or usage of trade and an opportunity for objection. Nothing in the Purchase Order shall be construed as creating any direct or beneficial right in or on behalf of any third party.
A Party’s failure to exercise or enforce any right in the Purchase Order, or any other right or privilege under law, or a Party’s waiver of any breach by the other, shall not constitute a waiver or modification of any terms, conditions, privileges or rights whether of the same or similar type, unless the Party gives such waiver in writing.
NOTICES. The Parties shall send all notices pursuant to the Purchase Order by first class prepaid certified mail, properly addressed and return receipt requested, by messenger or hand delivery, by FedEx or similar express courier delivery, or by facsimile or email in which case a confirmatory paper copy must be simultaneously sent by another means permitted hereunder. Buyer shall send notices to Edloe Finch at 6711 Stella Link Rd., Suite 365, Houston, Texas 77005. Notices sent in accordance with this provision shall be deemed to have been received 3 days after sent by certified mail, at the time of receipted delivery by messenger, 2 days after sending by FedEx or similar courier, and at the time of transmission by facsimile or email. Changes in a Party’s address for notice may be made in like manner.
CONSENT TO JURISDICTION. The Purchase Order shall be governed and interpreted in accordance with the laws of the State of Texas, including its provisions of the Uniform Commercial Code, without reference to principles of conflict of laws. The Parties exclude the application of the Convention on International Sale of Products to the Purchase Order. Any action at law, suit in equity, or other judicial proceedings for the enforcement of this Agreement, or related to any provision of this Agreement, shall be instituted only in courts with venue in Harris County, Texas. Each Party hereby consents to personal and exclusive jurisdiction and venue in Harris County, Texas.