Terms and Conditions of Sale - USA/Canada

Walker Greenbank, Inc., a New Jersey corporation, its subsidiaries and affiliated companies, conduct business under the names “Zoffany”, “Morris & Co.”, “Harlequin Harris”, “Harlequin”, “Scion” and “Arthur Sanderson & Sons” (collectively, the “Seller”, “we” or “us”). These General Terms and Conditions of Sale (the “Terms”) are the exclusive binding agreement between the Seller and the buyer (“Buyer”, “you” or “your”) regarding the Seller’s products purchased by the Buyer (the “Products”).  The Seller hereby rejects all provisions contained in communications from the Buyer that conflict with or are inconsistent with the terms contained herein.  The Seller’s failure to object to any of the provisions contained in the Buyer’s documentation will not be deemed a waiver of these provisions.  The Buyer hereby accepts and agrees: (a) to be bound by these Terms with respect to the purchase by Buyer of the Products in lieu of the terms in Buyer’s purchase order or request (if any); (b) that the acceptance of any or all of the Buyer’s purchase orders is conditional upon Buyer’s assent to these Terms, and (c) that the Buyer will not assert any different terms and conditions in connection with the purchase of the Products by the Buyer.  The Buyer understands that before placing an order for any Products, the Buyer will be asked to agree to and accept these Terms.


ORDERS

These Terms shall apply to all orders to purchase Products by Buyer, regardless of the method used to submit such order (each, an “Order”).  An Order constitutes an offer by the Buyer to purchase the Products in accordance with the Terms (together with such conditions as may be expressly incorporated by reference herein or as may be agreed in writing by the Buyer and the Seller).  After you submit an Order, you will receive an e-mail from us acknowledging that we have received your Order.  All Orders are subjet to acceptance by the Seller, entirely at the discretion of the Seller and shall only be accepted either when the Seller expressly accepts the Order in writing (including via email), or on delivery of the Products to the Buyer’s address shown in the Order, whichever is earlier.

Notwithstanding anything to the contrary in these Terms, acceptance by the Seller of the Buyer’s payment for the Products pursuant to these Terms shall not constitute the Seller’s acceptance of an Order.  In the event that the Buyer’s Order is not accepted by the Seller, the Seller shall refund to the Buyer any amount paid with respect to such rejected Order.

The Buyer hereby represents and agrees that they are purchasing the Products for commercial purposes only and not for personal, family or household purposes.  The Buyer further agrees to assume all responsibility and liability for the suitability of the Products for their customers and for all installation, service and maintenance of the Products.

Buyer will include the following information in any Order for Products: (1) Buyer’s name and Buyer’s customer’s name; (2) address, including a zip code for all “Ship To” addresses as we will not be able to deliver orders with incomplete addresses and shipments cannot be made to Post Office boxes; (3) item name, item number and color; (4) identifying notes such as the item of furniture to which the fabric is to be attached, the room the product will be used in, the Buyer’s project number, or Buyer’s customer’s name or other identifying feature.   

The Buyer may request a cutting for approval (a “CFA”) on fabrics and grasscloths only.  If an item is out of stock, we will not make a production run for a CFA as orders for out of stock items are considered firm, with no cancellations allowed. If Buyer does not purchase a reserved Order within fifteen (15) days of receiving a CFA, Seller will contact the Buyer and Seller may, in Seller’s sole discretion, extend the reservation or cancel the reserved Order.

We reserve the right to request a non-cancellable deposit or non-cancellable purchase order for items that may be temporarily out of stock.
 

PRICES

The Buyer shall pay the prices specified in the applicable price list or on the Seller’s website at the time the Order is dispatched for delivery to Buyer.  All prices are quoted in US dollars and are subject to change without notice.  Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of freight, delivery, handling, insurance and processing fees.  Notwithstanding anything to the contrary in the foregoing, a packaging and handling fee of not less than $35.00 will be added to each Order.
 

TAXES

Sales tax will be added when shipping to jurisdictions where the Seller is responsible for collecting sales tax unless the receiving party has exempt information on file with the Seller.  The Buyer shall be solely responsible for any applicable sales, use or similar tax and agrees to indemnify the Seller for any such tax if not properly paid by the Buyer.  With respect to Orders placed through the Seller’s website, the Buyer shall send us a copy of the Buyer’s sales and use tax exemption documentation when the Buyer establishes the Buyer’s account with the Seller.  The Buyer is responsible to confirm that its account is set up properly and that any applicable exemption documents are provided.  Buyer should contact the Seller to correct or update its account information and should note any updates to this effect on applicable Orders.  Additional customs and duties resulting from special international shipping arrangements are payable to the appropriate agent upon destination receipt and are the sole responsibility, financial and otherwise, of the Buyer.
 

PAYMENT 

Unless the Seller accepts payment for the Products under a credit facility granted by the Seller (a “Credit Account”), payment for the Products and all applicable delivery charges will be due and payable in advance at the time that the Order is placed with the Seller, by means of a major debit card or credit card or by PayPal.

Where the Seller accepts payment for the Products under a Credit Account granted to the Buyer, the Buyer shall make payment of the full invoiced amount within thirty (30) days of the date of the invoice.  Payment shall be made by wire transfer to an account specified by the Seller.  All major credit/debit cards are also accepted.  Payment may also be made by checks to the address below and will include each account number and invoice number such payment is satisfying:

Zoffany Ltd.

800 Huyler Street

Teterboro, NJ 07608

Unless otherwise agreed, the Seller shall be entitled to invoice the Buyer for the price of the Products and all applicable delivery, handling, processing and insurance charges at any time prior to, on or following delivery of the Products.

Overdue accounts shall be subject to a late payment fee charged at the rate of 1.5% per month (18% per year) or the maximum rate allowed by law, whichever is less.  Buyer shall pay any and all reasonable costs, including attorneys’ fees, incurred by Seller in collecting any delinquent balance.

If the Buyer fails to pay the Seller any sum due to the Seller, or if the Seller considers on reasonable grounds that the Buyer will be unable to pay or be prevented from paying for Products delivered, the Seller may withdraw credit, suspend or cancel further deliveries, or require payment in advance for all or any further deliveries, and all of Buyer’s obligations to Seller shall become immediately due and payable.  In the event of the Seller’s bankruptcy or insolvency, the Seller shall be entitled to cancel any Order then outstanding without waiving any claims in law or equity.  In the case of the postponement of delivery for any of the foregoing reasons, the Buyer shall be liable for any costs incurred by the Seller.  A charge of $25.00 will be charged for each check returned to the Seller’s bank on checks returned for payment but dishonored due to insufficient funds or for other reason.  The Seller will re-deposit checks only once.
 

DELIVERY AND TITLE

Shipment of the Products shall be EXW the Buyer’s address shown in the Order or such other address as may be agreed in writing by the Seller and the Buyer.  Unless otherwise agreed by the Seller, delivery of the Products shall be completed on arrival of the Products at the address shown in the Order or such other address as may be agreed in writing by the Seller and the Buyer.  Title and risk of loss for the Products shall pass to the Buyer on delivery to the Buyer at the Buyer’s address shown in the Order or its agent from the Seller or its delivery agent or carrier.  Notwithstanding anything to the contrary in the foregoing, title for Products purchased under a Credit Account shall be retained by Seller until full payment for such Products is received by Seller. 

All shipments are subject to availability.  The Seller reserves the right to reject or cancel any Order or part thereof, on the grounds of non-availability, or if the Buyer is in breach of these Terms, without incurring any liability.  The Seller shall not be liable for any damages or penalties or delay in delivery or for failure to give notice of delay for any reason.  Seller reserves the right to make partial shipment or instalment deliveries.  Where such partial shipment or instalment deliveries are made by the Seller: (i) if the Buyer is purchasing the Products under a Credit Account, the Buyer shall accept the Products and make payment on a pro rata basis; or (ii) if the Buyer has already paid for the Products, Seller shall refund a pro rata share of the pre-paid payment for Products subject to significant delays. 

The Seller will endeavour to comply with dates or periods requested by the Buyer for delivery of Products but no such date or period shall be binding on the Seller and the Buyer shall have no claim whatsoever against the Seller in the event of the Seller’s failure or inability for whatever reason, to deliver the Products by such date or within such period, unless specifically agreed to in writing by the Seller.
 

SPECIFICATIONS

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order and the specifications and measurements for the Products submitted by the Buyer (the “Specifications”) and for checking and ensuring the accuracy of any order acknowledgment issued by the Seller.

The Buyer shall not be entitled to rely on any typographical, clerical or other error or omission in any sales literature, quotations, price-list, acceptance of offer, invoice or other document or information issued by the Seller and the Buyer acknowledges such error or omission shall not form part of or be incorporated by reference into these Terms. Any such error or omission shall be subject to correction without any liability on the part of the Seller.

The Seller reserves the right to make changes in the Specification of the Products which are required to conform with any applicable statutory or regulatory requirements and which do not materially affect quality or performance.
 

CUSTOM AND LARGE ORDERS

Custom ordering is available for certain Products.  The Buyer shall confirm with the Seller’s sales representative for availability and requirements for custom ordering.  Custom ordered items require a fifty percent (50%) non-cancellable, non-refundable deposit.  Custom orders may not be cancelled.  The Seller may ship and bill up to a ten percent (10%) overage/underage on all custom fabric orders.

Large quantity orders may not be cancelled or reduced after placement without our express written consent.  We reserve the right to require a fifty percent (50%) non-cancellable, non-refundable deposit for large quantity orders.
 

ORDER MINIMUMS

FABRICS/TRIMMINGS

A minimum order of $25.00 is required on all fabric or trimming Orders.

WALLPAPERS/BORDERS

A minimum of two (2) metric Euro rolls/coils shall apply to all Orders for wallpaper or borders.  Notwithstanding anything to the contrary in the foregoing, an Order for one (1) yard of fabric or trimming and one (1) metric Euro roll may be combined to result in an Order that satisfies the minimum order requirement; provided, however, that multiple freight charges will apply to such Order, as fabric/trimming and wallpaper/border shipments are separate and cannot ship in the same package.  Order minimums are subject to change without notice.
 

RESERVES

The Buyer may request a reservation of Products.  Subject to availability, the Seller will reserve a Seller-owned, stocked Product that is not a CFA for up to ten (10) business days.  Once the Buyer has requested a CFA, the Seller will reserve the requested amount of the Seller-owned, stocked Product for the Buyer for up to fifteen (15) business days.  The Buyer may not request a reservations or CFA for Products that are not in stock. 

In-stock Products that are not owned by the Seller, such as branded products from third party manufacturers other than us (such as, for example, Grasscloths) can only be reserved for up to fourteen (14) business days, with or without a CFA. 

The Seller, in its sole discretion and if requested by Buyer, may extend a reservation once for up to an additional five (5) business days. 
 

DISCONTINUED ITEMS

We reserve the right to discontinue any item without notice.
 

CHANGES

Order confirmations issued by the Seller to the Buyer are final and binding.  Any subsequent requests for changes to an Order are subject to the Seller’s written approval in Seller’s sole discretion.
 

CANCELLATIONS

Any request by the Buyer to cancel an Order shall be at the sole discretion of the Seller.  Cancellations of in-stock Products may only be accepted, if at all, on the same business day that an Order is placed.  Notwithstanding anything to the contrary in the foregoing, if a Product is backordered, such backordered Products may be cancelled at any time prior to receipt of goods at our warehouse.  Note that Products may be received in our warehouse prior to the estimated delivery date you were provided.

Where the Seller accepts payment for the Products under a Credit Account granted to the Buyer, Orders for in-stock Products may only be modified prior to shipment of the Products to Buyer at Seller’s discretion. 

Cancellations cannot be accepted on custom orders, special ordered Products or items that are produced specifically as part of your Order. 
 

RETURNS

Returns will not be accepted by the Seller for any reason other than that the Product is defective.  Pattern books and flat-folds will be replaced if defective free of charge to Buyer.  It is the responsibility of the Buyer to inspect the Products on delivery (and in any event before such Products are cut and hung).  

The Buyer must obtain a return authorization from the Seller.  The Seller shall not issue a return authorization for Products that have been treated, washed, cut or hung.  If the Seller authorizes a return, the Seller will pay return freight charges and the Buyer shall follow the Seller’s return shipping instructions.  Return authorizations are valid for fifteen (15) days.  The return package shall have the return authorization number clearly marked on the outside.  Returns will not be accepted for items with expired or incorrect return authorization numbers.  All returns must be adequately packed as damaged returns will not be accepted for Refund. All returned Products will be inspected by the Seller before any Refund will be issued.

In the event of loss from a package or from an unpacked consignment, or damage to any part of a consignment, the Buyer shall advise the Seller immediately, and confirm it to the carrier and the Seller in writing (otherwise than by writing on the carrier’s consignment note or delivery document) within seven (7) days of the date of delivery of the Product, followed by a valued claim in writing within a further 7 days. 
 

LIMITED WARRANTY

The Seller warrants that the Products delivered to the Buyer will be free of defects in material and workmanship under normal use for a period of thirty (30) days from the date of delivery to the Buyer  (the “Warranty Period”).  For purposes of these Terms, a breach of the foregoing warranty during the Warranty Period shall be considered a “defect” and a Product failing to meet the above warranty during the Warranty Period shall be considered “defective.” 

In the event of a breach of the foregoing warranty, the Buyer will provide written notice to the Seller prior to the expiration of the Warranty Period and such notice will state in reasonable detail the nature of the breach.  After receipt and review by the Seller, the Seller will provide the Buyer with a return authorization number, and at no additional cost to the Buyer, use commercially reasonable efforts to repair or replace, in the Seller’s sole discretion, the defective Product.  If the Seller is unable to repair or replace the defective Product, the Seller will refund to the Buyer the price paid for the Product. 

Exclusions

The Seller shall have no obligation to make repairs, replacements or refunds of the purchase price, in whole or in part, in the event of (i) normal wear and tear, (ii) damage resulting from improper storage or handling, (iii) misuse, fault or negligence by the Buyer or Buyer’s customer, (iv) accident, disaster or event of force majeure or (v) any alteration, modification or treatment of the Product.

SOLE AND EXCLUSIVE REMEDY

THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR  REPLACE A DEFECTIVE PRODUCT OR TO REFUND THE PRICE PAID FOR THE PRODUCT BY THE BUYER SHALL BE THE SOLE REMEDY OF THE BUYER IN THE EVENT OF A BREACH OF THE FOREGOING WARRANTY. 

DISCLAIMER OF OTHER WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION (LIMITED WARRANTY), THE SELLER MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS WITH REGARDS TO COLOR MATCHING OR COLOR FASTNESS, OR WITH RESPECT TO PILLING, FADING, WEARING, SHRINKAGE OR WATER STAINING.  THE SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, TRADE OR ANY OTHER MANNER.  THE SELLER DOES NOT WARRANT OR GUARANTEE THAT THE PRODUCTS WILL BE EXACT IN TERMS OF COLOR, TINTS, MEASUREMENTS, WEIGHTS, WIDTHS AND DIMENSIONS, OR FREE FROM VARIATIONS INCLUDIDNG WITHOUT LIMITATION WIHTIN A SINGLE PIECE OF CLOTH OR WITHIN LOTS.  PRODUCTS MAY SHOW VISIBLE DISTORTIONS, VARIATIONS IN TEXTURE, COLOR AND PATTERNS.  ALL DIMENSIONS, WEIGHTS AND MEASUREMENTS ARE APPROXIMATE ONLY.
 

INFORMATIONAL MATERIALS

Illustrations and descriptions of the Products given in advertisements or printed literature and any recommendation or suggestion relating to the use of the Products made by the Seller either on technical literature or in response to a specific inquiry or otherwise is given are for information only, and shall form no part of these Terms or the warranty set forth in the foregoing Section (Limited Warranty).
 

MEMORANDUM ‘MEMO’ SAMPLES

The Buyer shall return any borrowed memorandum samples (each, a “memo”) to the same showroom from which such Memo was borrowed within fourteen (14) days.  Memos may incur a late return charge if not returned within fourteen (14) days or are returned damaged.
 

RESALE 

The Buyer shall not, without the Seller’s prior written permission: (i) export the Products or supply the Products for export outside of the United States, (ii) advertise, canvass or attempt to sell the Products for export to any territory outside of the United States, or (iii) sell the Products to any third party within the United States whose dealings relating to the Products would, if carried out by the Buyer, constitute a breach of (i) and (ii) above.

Due to the nature of the Products, the Buyer and Seller agree that the Buyer shall maintain facilities suitable for displaying the Products to its customers and that the nature of the Products may render them inappropriate to be resold solely through mail order channels or via the internet, without affording customers the opportunity to examine them in person in a retail environment. The Buyer therefore shall not be involved either directly or indirectly in the provision of the Products by mail order or via the internet without first obtaining the express written permission of the Seller which will be granted if the criteria set forth below are met. The Buyer agrees, and will ensure that third parties to whom it resells the Products agree not to sell through mail order or the internet without the express written permission of the Seller.

The following criteria are required to be met before any approval will be given for selling the Products on an internet website:

  • the Buyer is required at all times to have a ‘bricks and mortar’ shop/showroom at which consumers may browse the Seller’s branded products and obtain advice from trained staff;
  • the Buyer’s domain name must be registered with the Seller, must reflect the Buyer’s retail/ account name and the trading address must be clearly visible on the website;
  • all brands must be promoted in line with the Seller’s corporate guidelines. This includes the correct use of the Seller’s logos. The Royal Warrant must not be displayed on the website; and
  • any use of the Seller’s brands, logos or copyright material (including any flat shot images) shall be subject to the Seller’s prior written approval. Apart from these brands and logos, no other brand or logo may be affixed or used in relation to the Products.

Should the Seller agree to the use of its copyright material on the Buyer’s website, such use of the Sellers copyrighted material shall be subject to a separately executed Copyright License Agreement between the parties.

All designs depicted on the Products are the copyright of the Seller and may not be reproduced on internet websites without the express written permission of the Seller.
 

OWNERSHIP OF INTELLECTUAL PROPERTY

The sale of the Products to the Buyer in no way conveys to the Buyer, expressly or by implication, estoppel or otherwise, any license to any Seller patent, copyright, trademark, trade secret or other intellectual property right.  The Seller expressly reserves and retains all intellectual property rights in the Products.  The Buyer shall not, and shall not permit any third party to, copy, reproduce, manufacture or have manufactured, in whole or in part, any Products, including without limitation any CF
 

CONFIDENTIALITY

Confidential Information” means all information of the Seller which is marked confidential, restricted or proprietary or which would reasonably be understood to be confidential whether or not so marked, including, without limiting the generality of the foregoing, information concerning business, affairs, customers, clients or suppliers of the Seller (including all Specifications, samples, drawings, designs or other technical documents supplied to the Buyer by the Seller).  The Buyer shall hold in confidence and shall not disclose the Confidential Information to any third party.  The Buyer shall not use the Confidential Information for any purpose other than to perform its obligations under these Terms.  The Buyer may disclose the Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Buyer’s obligations under these Terms. The Buyer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Confidential Information comply with the obligations on non-use and non-disclosure set forth in these Terms.
 

LIMITATION OF LIABILITY

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER SHALL NOT BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, RELIANCE, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST OR ANTICIPATED REVENUES OR PROFITS), ARISING FROM OR RELATED TO THE PRODUCTS OR THE BUYER’S USE OF THE PRODUCTS, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY OR NEGLIGENCE) OR OTHER LEGAL THEORY OF LIABILITY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE SELLER IS AWARE OF OR IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.  TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SELLER’S TOTAL CUMULATIVE LIABILITY TO THE BUYER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE PRODUCTS EXCEED THE PURCHASE PRICE PAID BY THE BUYER TO THE SELLER.  THE TERMS IN THIS SECTION (LIMITATION OF LIABILITY) AND IN THE SECTION ENTITLED “LIMITED WARRANTY” ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.  THIS SECTION (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
 

INDEMNITY

The Buyer shall indemnify, defend and hold harmless the Seller, its officers, directors, employees, and agents, from and against any costs, damages, liabilities, claims, actions, or demands, including, but not limited to, reasonable legal and accounting fees, (collectively, “Claims”) alleging, resulting from or arising in connection with: (i) the Buyer’s use of the Products; (ii) the Buyer’s breach of these Terms; (iii) violation of the intellectual property rights of any third-party; (iv) the Buyer’s sale, use or installation of the Products to or for the Buyer’s customers. The Seller shall provide notice to the Buyer promptly of any such claim, suit, or proceeding and may, at the Seller’s discretion, assist the Buyer, at the Buyer’s expense, in defending any such claim, suit, or proceeding.
 

SECURITY AGREEMENT

The Buyer hereby grants to the Seller, its successors and assigns, a security interest in the Products to secure payment of the purchase price of the Products.  Default in payment of such price or any part of the price when due shall permit the Seller, in its sole discretion, to declare all obligations of the Buyer immediately due and payable, and in such event, the Seller shall have all the rights and remedies of a secured party under applicable law.  In connection with the security interest granted herein, the Seller is expressly authorized, at its discretion, to file one or more financing statements or other notices under applicable law naming the Buyer as debtor and the Seller as secured party.  Buyer agrees to execute such documents requested by the Seller to record and otherwise perfect this security interest.
 

FORCE MAJEURE

The Seller shall not be liable for any loss, delay or failure to perform resulting from any force majeure event, including but not limited to acts of God, acts of terrorism, fire, natural disaster, labor stoppage, government intervention, war or military hostilities, inability of carriers to make scheduled deliveries, or any act beyond the reasonable control of the Seller.   Any delivery date may be extended, at Seller’s option, to the extent of any delay resulting from any force majeure event.
 

GENERAL

The validity, performance, and construction of these Terms shall be governed by the laws of the United States of America and the State of New Jersey as applied to transactions taking place wholly within New Jersey between New Jersey residents.  The U.N. Convention on Contracts for the International Sale of Goods is specifically excluded from application.  The Buyer agrees to comply strictly and fully with all export controls imposed by any jurisdiction.  In the event of litigation to enforce any rights hereunder, the parties will voluntarily appear before and hereby consent and submit to the non‑exclusive jurisdiction of the courts of the United States of America/United States District Court for the District of New Jersey and the State Courts of New Jersey and each party hereby waives any venue objections to such courts.  The prevailing party in any such litigation or related settlement negotiations shall be entitled to recover reasonable attorneys’ fees and expenses.  The Buyer may not assign this agreement or any interest or right herein without the Seller’s prior written consent.  Any assignment without such consent shall be null and void.  These Terms may be amended or supplemented only by a writing that is signed by the authorized representatives of both parties.  No term or provision of these Terms will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted.  No consent by either party to, or waiver of, a breach by either party will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.  If any part of these Terms is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these terms will remain in full force.  Buyer hereby acknowledges that it has not entered into this agreement in reliance upon any warranty or representation by any person or entity except for such warranties or representations as are specifically set forth herein.  These Terms shall not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing without the Seller’s written consent.  No representation, promise or condition not expressly provided in writing and signed by authorized representatives of the Buyer and the Seller shall be binding on either party.

 

Terms and Conditions of Sale v 2.0

Walker Greenbank Inc.

April 2014

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