West Supply Terms + Conditions
ORDER SUBJECT TO ACCEPTANCE
All Orders are subject to acceptance by West Supply LLC (“WS” or “Manufacturer”).
Acceptance of orders is based on the express condition that buyer agrees to all of the terms and conditions contained herein. Acceptance of delivery by buyer will constitute buyer’s assent to these terms and conditions. These terms and conditions represent the complete agreement of the parties, and no terms or conditions in any way adding to, modifying, or otherwise changing the provisions stated herein shall be binding upon manufacturer unless made in writing, and signed and approved by an officer of manufacturer. No modification of any of these terms will be affected by manufacturer’s shipment of goods following receipt of buyer’s purchase order, shipping request, or similar forms containing printed terms and conditions conflicting or inconsistent with the terms herein.
PRICES AND TERMS
All West Supply products are made to order per the specifications of its customers. All orders must be in the form of a legally binding purchase order with item name, applicable SKUs, quantity, finish, requested delivery date, and pricing. West Supply welcomes custom orders and will proceed upon customer approval of samples, drawings, pricing, delivery and payment terms.
Prices are subject to change without notice. All product prices are exclusive of other charges and freight charges. All prices are FOB shipping point at our workshop in Chicago, Illinois. Product pricing does not include design and development, shipping, storage, local delivery, cartoning, crating, packing, sales tax, or un-crating. These services may be quoted as separate line items. All prices are in US Dollars.
A minimum deposit of fifty percent (50%) of the total purchase price is required to initiate order fulfillment. All accounts shall be paid net when invoiced. A service charge of the lesser of 2% per month or the maximum permissible rate will be added to all accounts not paid within sixty (60) days from the date of invoice for final balance due. Orders must be paid in full, including any applicable or prescribed shipping, handling, crating and packing, storage (see “STORAGE”), taxes, and service charges prior to shipping.
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Buyer.
METHOD OF SHIPMENT
All shipments are the responsibility of the Buyer unless otherwise coordinated with WS during order processing. Any shipments returned to Manufacturer as a result of Buyer’s unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Manufacturer including Storage fees.
STORAGE FEES
All orders must be shipped upon completion and/or final payment. Items not picked up within 60 days from the date of invoice for final balance due will be subject to storage and handling fees of 3% of order value per month. Orders may be released to a storage or shipping facility of West Supply’s choosing and charges will be billed to the Buyer. No order will be released until storage fees have been paid.
ORDER CANCELATION / RETURN
Orders may not be canceled after ten (10) business days after deposit is received or purchase order accepted by WS. After ten (10) business days, any deposit made by Buyer in connection with an order is nonrefundable and may be applied to a future new order within ninety (90) days. Cancellations require prior written approval and confirmation from WS.
Orders are not returnable.
CHANGE ORDERS
Changes in orders require prior written approval and confirmation from WS. Modifications to orders may affect pricing and/or cause production delays.
FORCE MAJEURE
All quoted completion and delivery dates are estimates only. Manufacturer shall not be liable for delays in completion or shipment, or default in delivery for any reason of force majeure or for any cause beyond Manufacturer’s reasonable control including, but not limited to:
(a) government action, war, riots, civil commotion, embargoes, or martial laws; (b) Manufacturer’s inability to obtain necessary materials from its usual sources of supply; (c) shortage of labor, raw material, production or transportation facilities or other delays in transit; (d) labor difficulty involving employees of Manufacturer or others; (e) weather events, fire, flood, or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in Manufacturer’s performance due in whole or in part to any cause beyond Manufacturer’s reasonable control, Manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.
TITLE / RISK OF LOSS
Delivery of goods to the carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer's. Any claim by Buyer against WS or carrier for shortage or damage occurring prior to such delivery must be made in writing within forty-eight (48) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from WS in the conditions claimed.
DISCLAIMER
Glass and metal finishes are applied by hand and may vary in color, tone, and character. While Manufacturer will make reasonable efforts to match a finish, no guarantee can be made of an exact match. Manufacturer does not guarantee finishes against fading or oxidizing.
Items manufactured by WS are handmade and therefore subject to slight variations.
LIMITATIONS OF LIABILITY
Manufacturer shall not be liable for special, punitive, incidental or consequential losses, damages or expenses, directly or indirectly arising from the manufacture, sale, handling or use of any goods, or from any other cause with respect to the services or goods of, or obtained by the Manufacturer, whether such claim is based upon breach of contract, breach of warranty, strict liability in tort, negligence or any other legal theory. Further, in no event shall Manufacturer be liable for any damages or other amounts for any reason whatsoever in excess of the purchase price of the goods and services ordered by Buyer. Manufacturer’s liability may be further limited, as per the terms of the Manufacturer’s warranty. Any claim by Buyer with reference to any goods or services sold shall be deemed waived by Buyer unless submitted to the Manufacturer in writing, within thirty (30) days from the date Buyer discovered, or should have discovered, any claimed breach.
Any claim by buyer with reference to the goods sold hereunder for any cause shall be deemed waived by buyer unless submitted to WS in writing within forty-eight (48) hours from the date buyer discovered, or should have discovered, any claimed breach.
REMEDIES UPON DEFAULT
Manufacturer requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Manufacturer may, at its option, cancel any unshipped portion of this order, retain the goods, and declare a forfeiture of the deposit as liquidated damages.
EXCLUSIONS
All of Manufacturer’s drawings, descriptive matter, weights, dimensions, descriptions, and illustrations contained in the Manufacturer’s website, catalogues, price lists, or advertisements are close approximations only and intended to give a general description of the goods, and shall not form part of this agreement. Furniture and lighting is handmade, therefore subject to variations. All sizes as indicated in the price list are within 1/2” variance.
WAIVER
Waiver by Manufacturer of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time. Any such waiver must be in writing and signed by an officer of WS.
SEVERABILITY
In the event that any one or more of these terms or conditions is held invalid, illegal, or unenforceable, such provision or provisions shall be severed and the remaining terms and conditions shall remain binding and effective.
MODIFICATION
Manufacturer reserves the right to change, modify, or otherwise alter these Terms and Conditions, and its website, at any time and at its sole discretion. Such modifications shall become effective immediately upon the posting thereof on Manufacturer’s website. Therefore, Buyer should review Manufacturer’s policies, terms and conditions each time Buyer visits the website. The most current version of these Terms and Conditions can be found on Manufacturer’s website.
COPYRIGHT
The design of each product designed and/or manufactured by West Supply LLC is proprietary to West Supply LLC and/or its clients and protected by U.S. Copyright Laws, 17 U.S.C. 101 et seq. Unauthorized copy of our designs, products, sales materials, publications, etc. constitutes infringement of our copyrights, infringement of our trade dress, misrepresentations as to source or origin, and unfair competition, all in violation of U.S. Copyright Laws, 15 U.S.C. 1051, et seq.
All website images are property of and copyrighted by West Supply LLC, and/or its clients/others from whom it has permission to share, and should not be saved, copied, sold or redistributed without express permission of West Supply LLC.
CONTROLLING LAW
This agreement shall be deemed to have been executed and delivered at West Supply LLC, 4201 W Wrightwood Avenue, Chicago, Illinois 60639. This agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the state of Illinois including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to the principles of conflicts of law thereof. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall award reasonable attorney’s fees and costs (including but not limited to all administrative fees and fees paid to the arbitrator) to the prevailing party.
Website Terms of Use
Introduction
The standard Website Terms of Use written on this webpage shall manage your use of our website at www.westsupply.com.
These Terms will be applied fully and affect your use of this Website. By using this Website, you agree to accept all terms and conditions written in here. You must not use this Website if you disagree with any of these standard Website Terms of Use.
Intellectual Property Rights
Other than the content you own, under these Terms, West Supply LLC and/or its licensors own all the intellectual property rights and materials contained in this Website.
You are granted limited license only for purposes of viewing the material contained on this Website.
Restrictions
You are specifically restricted from all of the following:
publishing any Website material in any other media;
selling, sublicensing and/or otherwise commercializing any Website material;
publicly performing and/or showing any Website material;
using this Website in any way that is or may be damaging to this Website;
using this Website in any way that impacts user access to this Website;
using this Website contrary to applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;
engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website;
using this Website to engage in any advertising or marketing.
No Warranties
This Website is provided “as is,” with all faults, and West Supply LLC expresses no representations or warranties, of any kind related to this Website or the materials contained on this Website. Also, nothing contained on this Website shall be interpreted as advising you.
Limitation of Liability
In no event shall West Supply LLC, nor any of its officers, directors and employees, be held liable for anything arising out of or in any way connected with your use of this Website whether such liability is under contract. West Supply LLC, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
Indemnification
You hereby indemnify to the fullest extent West Supply LLC from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of these Terms.
Severability
If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.
Variation of Terms
West Supply LLC is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review these Terms on a regular basis.
Assignment
West Supply LLC is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
Entire Agreement
These Terms constitute the entire agreement between West Supply LLC and you in relation to your use of this Website, and supersede all prior agreements and understandings.
Governing Law & Jurisdiction
These Terms will be governed by and interpreted in accordance with the laws of the United States of America and the State of Illinois, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Illinois for the resolution of any disputes.
v 6.9.20