TERMS AND CONDITIONS OF SALE
The “Seller” means GNOSIS™ GROUP, LLC, a Georgia limited liability company d/b/a GNOSIS™ CUSTOM MOSAICS and the“Purchaser” means the original purchaser whose name appears on the sales invoice under BILL TO.
1. Mosaic Product. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, that certain mosaic tile/stone design and product as more particularly described on the sales invoice under DESCRIPTION, by this reference (the “Product”).
2. Product Design and Layout. For the purposes of this Agreement, Seller will assist Purchaser in the development and layout of the Product. The design process (based upon the Product as initially described on Exhibit “A”) begins upon the signing of this Agreement and payment of the Purchase Price as noted below. The initial design and layout will be submitted to Purchaser at the address noted herein for Purchaser’s review and approval. Purchaser acknowledges and agrees that a timely response to Seller’s initial design and layout shall be Purchaser’s sole responsibility as Seller is entirely dependent upon Purchaser’s feedback prior to finalizing the Product’s design and layout. For the purposes of this Agreement, a “timely response” shall be not more than ten (10) business days after receipt from Seller of the initial design and layout of the Product. Purchaser’s comments and required revisions to the design and layout shall be submitted to Seller in writing at Seller’s address noted herein.
3. Purchase Price. The purchase price for the Product shall be the original price that appears on the sales invoice under TOTAL PRICE. The Purchase Price shall be paid to the Seller (in immediately available funds) 100% upon the execution hereof. Purchaser further acknowledges and agrees that its failure to pay the Purchase Price as when due shall delay the Product’s design, layout and completion until said Purchase Price is actually paid. Furthermore, as more particularly described hereinafter in Paragraph 5 (e), Seller shall not be liable to Purchaser for any damages of any kind or nature arising from any delays with the Product’s completion and delivery. Purchaser acknowledges and agrees that the Purchase Price includes shipping and delivery costs which shall be Seller’s responsibility. Purchaser acknowledges that the Product may be subject to duties and importation costs at the port of entry in the country where Purchaser is located. Clearing the Product through customs and paying any and all necessary duties and importation costs shall be the sole responsibility of Purchaser. Purchaser acknowledges and agrees that the Seller is not responsible for any liability related to the customs clearance of the Product at the port of entry, including, but not limited to customs inspections, storage, handling, duty taxes and the like.
4. Product Delivery. Subject to Seller’s receipt of Purchaser’s written approval of the final Product and payment of the total Purchase Price, final shipping date will occur not later than the lead time on the sales invoice under LEAD TIME following Seller’s receipt of the written approval and Purchase Price payment. Unless otherwise specified in writing by Purchaser (with any additional costs being Purchaser’s sole responsibility), the Product shall be shipped via: SHIPPING COURIER. The Product shall be delivered to Purchaser at Purchaser’s principal place of business as described on the sales invoice under BILL TO.
a) Force Majeure. Seller shall not be liable for any delay, failure in performance, loss or damage due to: fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond Seller’s reasonable control, whether or not similar to the foregoing.
b) Invalidity. If any portion of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in effect and enforceable to the fullest extent of the law.
c) Confidentiality. Purchaser agrees to maintain all terms and conditions of this Agreement as confidential in addition to any information or documentation that is proprietary concerning the Products and has not been published or publicly available. Any disclosure by Purchaser of such information will be subject to full remedy(ies) as permitted by law or in equity.
d) Governing Law and Jurisdiction. This Agreement is made in the State of Georgia and all disputes concerning the formation, validity, interpretation, and enforcement of this Agreement shall be governed exclusively in accordance with the laws of the State of Georgia. The parties do hereby agree that all disputes concerning the formation, validity, interpretation, and enforcement of this Agreement shall be exclusively submitted to a court of competent jurisdiction within Fulton County, Georgia. Furthermore, the parties hereby irrevocably waive, to the fullest extent permitted by Georgia law, any objection which they may have to the venue of any such dispute brought in an appropriate court within Fulton County, Georgia on the grounds of inconvenient forum.
e) Amendment. This Agreement may be amended only by a written agreement executed by each party hereto.
f) Entire Agreement. This agreement, constitutes the entire agreement of the parties as to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written understandings, representations, advertisements or descriptions which are not expressly set forth herein.
g) Consent to Use of Product Images. Purchaser (for itself, its successors and assigns) for no additional consideration hereby grants to Seller the right to photograph, display and otherwise exploit through any and all media throughout the World the Product (including without limitation the Product as installed and in use in Purchaser’s place of installation) and for such other purposes as Seller may from time to time authorize.
h) Third Party Beneficiaries. Seller and Purchaser acknowledge and agree that there shall be no third party beneficiaries (whether actual, intended, or otherwise) arising from this Agreement.
a) Limited Warranty. Seller warrants that the Product, if properly stored and transported, will be free from defects in materials and workmanship from the date of sale until the date the product is installed (“Warranty Period”). THE PURCHASER SHALL EXAMINE ALL PRODUCTS FULLY PRIOR TO INSTALLATION, but no later than ten (10) calendar days after Purchaser’s receipt of the Product. If the Product is found to be defective during the Purchaser’s examination, and the Purchaser submits the written service request required herein, Seller will (in Seller’s sole discretion), at its option: i) replace the Product with a Product that is at least functionally equivalent; ii) repair the defects in the Product.
b) Extent of Limited Warranty. Seller’s obligation is limited to the replacement or repair referenced above. Purchaser is responsible for all other costs. Such costs may include, but are not limited to: shipping, delivery, handling and administrative charges for forwarding any such replacement Product to the Purchaser. Purchaser acknowledges and agrees that due to the nature of handcrafted production of the Product, that there may be a minimum level of unevenness in the mosaic surface. The foregoing and non-uniform spacing between the Tesserae itself are not considered undesirable, but rather a sign of a truly hand-crafted mosaic. Additional Tesserae pieces will be added to the shipment to replace any such detached pieces. Although natural stone materials used in the mosaic are first quality materials, as in any natural stone, color variations may exist. These color variations are part of the intrinsic beauty of the natural stone. The materials to be utilized are those of the Seller’s standard color palette and other readily available materials at its workshop unless otherwise specified in writing and agreed upon by each party hereto. Overall size of the piece may vary due to the intricacy of the mosaic.
c) Warranty Service. To obtain warranty service, the Purchaser must submit a written service request to the Seller. A written warranty service request from Purchaser must include: (1) proof of purchase; (2) a copy of this Limited Warranty; and (3) an explanation of the problem(s).
d) Warranty Limitations and Exclusions. The warranty period ends upon installation of the Product, and there are no warranties on the product after installation. This warranty replaces all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Seller makes no express warranty beyond that stated here. Seller disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. The use of any sample or model during the negotiations leading to the purchase of this Product serves merely to indicate a type of Product that will be tendered to the Purchaser. These samples or models create no warranty that the Product will conform to the samples or models.
e) Limitations of Liability. Seller’s responsibility under this or any other warranty, implied or expressed, is limited to replacement or repair of the Product, as set forth above. This remedy is the sole and exclusive remedy for any breach of warranty or any other breaches by seller of this agreement. Seller is not responsible for indirect, special, incidental or consequential damages resulting from any breach of warranty or under any other legal theory, including, but not limited to, lost profits, down time, and any damage to or replacement of personal property and fixtures. Except for any liability expressly assumed by Seller herein, purchaser further acknowledges and agrees that seller shall not be liable to purchaser for damages of any kind or nature due to shipping the product (including customs inspections, duty taxes and the like. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.