Purchase Order Terms And Conditions

1. The following terms and conditions between Richmond Sales, Inc. d/b/a The Furniture Warehouse (hereinafter "The Furniture Warehouse") and the vendor of specified merchandise ("Seller") constitute a legally binding contract between The Furniture Warehouse and the Seller.


2. TERMS OF SALE: The Furniture Warehouse shall issue one or more purchase orders ("PO") to Seller for the purchase of specified Merchandise. Each PO and any amendment thereto shall be deemed delivered to Seller when transmitted by mail, facsimile or other electronic means to the location specified by Seller. A mail, facsimile or electronic mail confirmation received by The Furniture Warehouse shall be deemed conclusive evidence of receipt of the PO or amendment by Seller. No variation in any of the terms, conditions, deliveries, prices, quality, quantity and specifications of a PO will be effective unless they are in writing and signed by The Furniture Warehouse.


3. ACKNOWLEDGMENT OF TERMS: These terms and conditions govern all PO issued by The Furniture Warehouse to the Seller identified on each PO. The PO shall be deemed accepted and binding on Seller upon receipt of PO, fulfillment by Seller of any part of a PO, or any other conduct by Seller which recognizes the existence of a contract pertaining to the subject matter of such PO. Seller expressly acknowledges and agrees that, upon its acceptance of the PO it agrees to be bound by the terms and conditions as set forth herein and as provided on https://vendors.furnwarehouse.com. These terms and conditions are specifically incorporated into each PO issued by The Furniture Warehouse. The PO and these terms and conditions shall constitute the entire contractual agreement between The Furniture Warehouse and Seller. Any terms proposed in Seller’s proposal, sales notice, receipt, acknowledgment or other form of acceptance which add to, vary from, or conflict with the PO or these terms and conditions are rejected by The Furniture Warehouse and shall be void. Any such proposal of terms shall not be construed as a counter-offer and any performance by Seller as outlined herein which constitutes acceptance of the PO shall bind Seller to these terms and conditions. Any modification of the contractual terms may be made only by a written instrument executed by The Furniture Warehouse.


4. PRICE: An order placed by The Furniture Warehouse must not be filled at a higher price than shown on the PO. Unless another currency is specified on the order, all monetary amounts are deemed to be expressed in U.S. dollars.


5. DELIVERY: Unless otherwise provided on the PO or as provided in writing by The Furniture Warehouse, the merchandise shall be deemed to be delivered upon receipt by the designated agent of The Furniture Warehouse. The Furniture Warehouse shall designate such agent on the PO or by written correspondence which shall be acknowledged in writing by Seller. Upon delivery to the designated agent, all title and risk of loss to the merchandise shall vest with The Furniture Warehouse.


6. MERCHANDISE: Seller expressly warrants that all merchandise sold to The Furniture Warehouse under a PO shall conform to the specifications, drawings or other description upon which the PO is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, free from defects and free and clear of all liens or encumbrances. Inspection, testing, acceptance or use of the goods by The Furniture Warehouse shall not affect Seller’s obligations under this warranty, and such warranty shall survive inspection, testing, acceptance and use. Bonded Leather, Leather Blends or Full Leather shall carry a 3 year full warranty, specifically but not limited to cracking and peeling from the date the retail customer purchases. Seller agrees to replace or correct defects of any merchandise not conforming to the foregoing warranty and shall be responsible for all expenses incurred in such repair, including all costs for freight and related charges. Receipt by the designated agent of The Furniture Warehouse can in no way be construed that The Furniture Warehouse received the merchandise in good order and condition. Seller expressly acknowledges that it is responsible for any and all damages to the merchandise, as well as any missing parts or pieces which are to be included with the merchandise. The Furniture Warehouse shall advise Seller of any damage or missing parts or pieces. Parts will be provided free of charge for damaged goods within forty-five (45) days of receipt the notice provided to Seller by The Furniture Warehouse. The Furniture Warehouse may charge Seller at a rate of $45/hour for any repairs to damaged merchandise. Merchandise that cannot be repaired will be charged back to Seller, including freight. The Furniture Warehouse will hold damaged merchandise for forty-five (45) days from notification to Seller before deducting from invoicing. If arrangements are not made for pick up by Seller within 45 days all merchandise will either be donated or disposed of, for the account of Seller. If Seller fails to correct defects in or replace non-conforming goods promptly, The Furniture Warehouse may, after reasonable notice to Seller, make such corrections or effect cover at Seller's expense. Seller expressly waives any claims with regard to such merchandise. The Furniture Warehouse reserves the right to charge back Seller for an item if parts have not been received within forty-five (45) days of ordering.


7. CLOSE OUT MERCHANDISE: Any and all merchandise purchased on close-out shall conform to the warranties as set forth in paragraph 6 herein. If The Furniture Warehouse determines that many damages and defects are occurring, a damaged reserve will be established until all merchandise is opened and inspected. The Furniture Warehouse reserves the right to open as merchandise is sold down.


8. DROPPED MERCHANDISE / CHANGE MERCHANDISE. Seller shall provide to The Furniture Warehouse sixty (60) day written notice of any drop or change in fabric/finish. This notice will allow The Furniture Warehouse the time necessary to properly balance the inventory. Seller shall provide to The Furniture Warehouse sixty (60) day written notice of any changes in product specification or change in manufacturer. Seller agrees to accept the return of any merchandise if the above-referenced notices are not timely delivered to The Furniture Warehouse and to reimburse The Furniture Warehouse for any and all expenses and related charges incurred by The Furniture Warehouse with regard to the purchase, transportation and return transportation of the merchandise.


9. MISDELIVERY: Seller’s failure to deliver the merchandise as and when specified constitutes a misdelivery of the merchandise. In the event of a misdelivery, The Furniture Warehouse reserves the right to cancel the PO or any part thereof without prejudice to its other rights. Upon such cancellation, Seller agrees that The Furniture Warehouse may, at its discretion, return part or all of any shipment and Seller agrees to be responsible and reimburse The Furniture Warehouse for any and all losses or expenses sustained as a result of such failure to deliver. In the event that The Furniture Warehouse receives merchandise which differs from the merchandise as described on the PO, The Furniture Warehouse may, at its discretion, treat such an event as a misdelivery. In any case of misdelivery, the Seller shall be responsible for any and all costs incurred in returning the merchandise. In any case of misdelivery, The Furniture Warehouse may, at its discretion, elect to either receive replacement merchandise or a credit in the amount paid under the PO towards the purchase of other merchandise. In either case, the Seller shall be responsible for any and all costs incurred by The Furniture Warehouse with regard to the transportation and delivery of the misdelivered merchandise, including, but not limited to, freight and related charges, insurance, customs charges and duties


10. ACCEPTANCE: Payment by The Furniture Warehouse for the merchandise shall not constitute acceptance thereof by The Furniture Warehouse. The Furniture Warehouse expressly retains the right to inspect the merchandise and to reject any or all of the merchandise which is defective. Merchandise rejected by The Furniture Warehouse, misdelivered merchandise and merchandise supplied in excess of quantities ordered may be returned to Seller at Seller's expense. The Furniture Warehouse may charge Seller all expenses of unpacking, examining, repacking, and reshipping such goods. In the event The Furniture Warehouses receives goods whose defects or nonconformity is not apparent on examination, The Furniture Warehouse reserves the right to require the replacement of such merchandise, as well as payment of any resulting damages. Further, prior to the acceptance of any merchandise, Seller shall provide to The Furniture Warehouse and valid and current Certificate of Insurance which shall verify that Seller, and The Furniture Warehouse, as an additional insured, is adequately protected against losses and claims as set forth in paragraphs 16 and 17 herein.


11. PAYMENT TERMS: Seller shall issue and transmit invoices via facsimile or electronic mail for all merchandise within twenty (20) days of delivery. Each invoice shall contain a reference to the PO and reflect the price in the PO. Unless otherwise set forth in the PO, The Furniture Warehouse will pay invoices within sixty (60) days after receipt of the invoice or receipt of the goods, whichever is later.


12. TERMINATION: The Furniture Warehouse may terminate for convenience at any time by written notice any PO, or its obligation to purchase any merchandise from Seller. Unless The Furniture Warehouse has requested and received a refund in respect of any undelivered product(s), it shall be entitled to the delivery of all product(s) for which it has paid prior to the effective date of the termination.


13. COMPLIANCE WITH APPLICABLE LAWS: Seller guarantees that the design and performance of all merchandise being purchased conform to the requirements of all applicable treaties and laws administered or ratified by the United States of America. Such guarantee shall apply, but not be limited to, all laws regulated by The Environmental Protection Agency, the Department of Homeland Security and The Department of Agriculture. Seller warrants and represents that merchandise it delivers pursuant to a PO or these terms and conditions shall comply with all applicable national and international environmental, health, safety or product safety laws, regulations, treaties or other legal requirements relating to the manufacture, distribution, use and sale of such merchandise, including those requirements relating to the presence or use of chemicals or other materials in products.
    Seller guarantees that the materials used to pack and package the merchandise shall conform to all requirements of the United States and international law. Seller guarantees that the merchandise shall be properly and accurately labeled by country of origin in accordance with applicable laws and regulations. Seller expressly agrees to indemnify and hold harmless The Furniture Warehouse and its agents for any fines, penalties and expenses incurred for any breach of the guarantees provided in this paragraph, including court costs, attorney’s fees and any judgment or settlement.


14. PACKAGING: Unless otherwise specified, the merchandise Seller sells to The Furniture Warehouse shall be (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice, (b) acceptable to common carriers for shipment for the particular cargo and in accordance with applicable regulations, and (c) adequate to insure safe arrival at the named destination. Seller agrees to mark all containers with necessary lifting, handling, and shipping information as well as PO numbers. Seller shall be responsible for ensuring that the merchandise is properly prepared for transport, including packaging, packing and related charges. Seller shall be responsible for all transportation costs for delivery to the designated agent of The Furniture Warehouse. Seller shall be responsible for any and all charges which are not included in the price referenced in the PO for the merchandise.


15. A packing list must be enclosed in all shipments. Each packing list must show the following in English: (1) Ship date; (2) Quantity; (3) Country of Origin, (4) Port of Entry; (5) Port of Destination; (6) Purchase Price; (7) Name of buyer and seller; (8) Description of merchandise sufficient to allow a customs broker to assess the proper classification. (Glass and mirror dimensions must be noted on the invoice.); and (9) Identification, by name and location of all manufacturers and suppliers involved with the production of the merchandise.Seller guarantees that any invoice, packing list and all commercial documents accurately reflect the description of the merchandise, its origin, composition and quantities actually shipped. Seller shall not, without The Furniture Warehouse’s prior written consent, ship to The Furniture Warehouse any number of units of Merchandise that exceeds the number set forth on the PO.


16. INDEMNIFICATION: Seller agrees to indemnify and, at its sole cost and expense, release, protect, defend and hold harmless The Furniture Warehouse, its affiliates and subsidiaries and their respective officers, directors, employees, agents, customers and those for whom The Furniture Warehouse may act as agent, harmless from any and all claims, actions, liability, loss, damage, expense (including, without limitation, attorneys’ fees and disbursements), any and all fines, liability (criminal or civil), royalties, recall expenses, investigation expenses, expert witness fees, court costs, transportation, disposition expense ("Damages") with respect to any suit, claim, demand or other proceeding arising out of or relating to (a) Seller’s breach of any of the representations, warranties and covenants contained in these terms and conditions; (b) any defect in the merchandise; (c) the performance, acts or omissions of Seller under the PO or these terms and conditions; or (d) a claim that Seller’s products, or any part thereof, infringes a patent, copyright, trademark, trade secret or other intellectual or proprietary right of a third party. Seller expressly acknowledges and agrees to maintain insurance for the merchandise it sells to The Furniture Warehouse, which shall provide coverage of $5,000,000.00 per occurrence and shall cover bodily injury and property damages, product liability, general liability and products completed operations coverage. Seller shall name Richmond Sales, Inc. d/b/a The Furniture Warehouse as an additional insured under the said policies of insurance.


17. LIABILITY: In no event will The Furniture Warehouse be liable to Seller or any third party, in contract, tort or otherwise, for any loss of profits or business, or any special, incidental, indirect, exemplary, punitive or consequential damages, arising from or as a result of these contract terms, any order or any agreement between the parties relating to the products or deliverables seller provides, even if The Furniture Warehouse has been advised of the possibility of such damages. Seller expressly acknowledges and agrees to maintain insurance as set forth in paragraph 16 herein, which includes coverage for these damages.


18. SELLER PARTICIPATION: Sellers will be required to provide floor samples free of charge and product training each quarter. Sellers will be required to participate a minimum of 3% of sales to go towards an advertising program to help promote their products. Seller acknowledges and agrees that The Furniture Warehouse, may, at its sole discretion, deduct this advertising allowance from the price of the merchandise it purchases.


19. ENTIRE AGREEMENT, CONFLICTS WITH PURCHASE ORDERS: These terms and conditions represents the entire agreement between the parties with respect to the subject matter hereof and replaces and supersedes any and all prior or contemporaneous agreements or understandings, written, oral or otherwise, with respect to the subject matter hereof. With respect to the matters set forth in these terms and conditions, if any conflicts should arise between these terms and a PO, bill of lading or other transport document, these terms and conditions shall apply. Any modification or amendment to these terms and conditions may be made only by a written instrument executed by The Furniture Warehouse.


20. FURTHER ASSURANCES: Seller agrees to provide further written assurances or evidence of compliance with these terms upon the request of The Furniture Warehouse.


21. REMEDIES: The remedies available to The Furniture Warehouse for breach of any of these provisions shall be cumulative and shall include any remedies allowed by law. Waiver of any breach by The Furniture Warehouse shall not constitute a waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach.


22. ATTORNEY FEES. In any dispute arising out of Seller’s performance under these terms and conditions The Furniture Warehouse is entitled to recover its reasonable attorney fees, costs and other legal expenses from Seller. In any dispute involving monies owed to The Furniture Warehouse, The Furniture Warehouse shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 15% per annum or the highest rate allowed by law, whichever is less, unless a lower amount is agreed to by The Furniture Warehouse.


23. PRODUCT GUARANTEE: Seller agrees to accept any products which have not been sold and to reimburse The Furniture Warehouse for the purchase price of said products. Price increases on merchandise shall only be considered after Spring High Point Furniture Market.


24. SURVIVAL: The obligations, representations and warranties of Seller as set forth in these terms and conditions shall be continuing in nature with respect to information and events occurring subsequent to: the issuance of a PO to Seller by The Furniture Warehouse for merchandise and/or the delivery of merchandise to The Furniture Warehouse by or on behalf of Seller pursuant to a PO issued by The Furniture Warehouse to Seller.


25. NO WAIVER: A waiver by either party of any breach of any provision of these terms and conditions, or either party’s decision not to invoke or enforce any right under these terms and conditions, will not nor be deemed a waiver of any right or subsequent breach, and all provisions of these terms and conditions will remain in force.


26. GOVERNING LAW: These terms and conditions and the relationship between The Furniture Warehouse and Seller shall be construed in accordance with the laws of the State of Florida, United States of America without giving effect to the principles of conflict of laws. Seller agrees to submit to the exclusive personal jurisdiction of the Courts, both Federal and State, located in County of Manatee, Florida, United States of America and waives any objection to personal jurisdiction and venue in such Courts. For any lawsuit relating to the Seller duly authorizes service of any legal papers to be made exclusively via electronic mail and expressly waives any formal service by any other means as may be authorized under the laws of the United States or any foreign nation