GENERAL SALES AND DELIVERY CONDITIONS
These General Terms and Conditions of Sale and Delivery shall supersede all previous agreements and shall apply to any agreement made between Optimae Distribution LLC for its brandvand DBA LUTECA and its customers unless otherwise agreed. All prices in the present pricelist are valid from May 1st 2015 and replace all former pricelists. LUTECA reserves the right to change specifications and prices without prior notice. LUTECA reserves the right to raise prices without prior notice as a result of increases in the exchange rates, increases in the price of raw materials, processing, packaging and other sudden changes in costs, including exchange rate increases for imported products or products processed abroad.
All prices are in USD excluding taxes. The prices in the price list are stated exclusive of transport packaging such as pallets and containers. All information and prices shall be regarded as recommended and shall be binding only if they are stated expressly in LUTECA’s order confirmation, invoice or other written agreement. Unless otherwise agreed, quotations submitted by LUTECA shall be valid and binding for 60 days. Prices are exclusive of delivery and installation. Installation is according to a set price list.
Orders shall be regarded as having been accepted definitively when a written order confirmation or an invoice has been issued. All orders shall be entered at the prices in force on the date of receipt of the order. Orders for custom designs and upholstered furniture cannot be changed or cancelled once the order has been confirmed in writing by LUTECA.
Unless otherwise agreed in writing, delivery shall be ex works. The customer shall assume the risk of the product the moment the customer or the customer’s carrier signs for receipt. The products shall be sent using standard packaging. The confirmed delivery date is only an estimated date. LUTECA cannot be held liable for any losses that the buyer may suffer as a result of a delay or a non-delivery. In the event that the customer postpones delivery and informs LUTECA thereof less than 10 working days before the planned and confirmed dispatch date, a storage rental charge of EUR 10,00 excl. VAT per pallet per month or part thereof shall be payable; however, minimum EUR 40,00 excl. VAT per month or part thereof.
PAYMENT AND OWNERSHIP RESERVATION
The terms and conditions of payment applicable from time to time shall be observed. Unless otherwise agreed, payment for a shipment shall be made in accordance with the payment terms and conditions of payment indicated on the invoice and order confirmation. LUTECA shall retain ownership of the products sold which are clearly described in the order confirmation, until the total purchase price has been paid. The buyer shall be liable to LUTECA for any damage to the products sold until the products have been paid for.
WARRANTY STANDARD PRODUCTS
A two-year warranty is provided against manufacturing defects in standard products (materials and designs). The warranty shall be valid for one year from the date of dispatch.
Upholstery: The warranty on upholstery assumes that upholstery fabric and leather is included in the price list and is recommended by LUTECA. If the customer purchases, supplies and dyes his own fabric and leather, LUTECA’s warranty shall lapse. Wear and damage to covers, surface treatment and similar shall not be covered by this warranty. The warranty shall also lapse, if the products show signs of incorrect or extreme use or other physical damage.
COMPLAINTS AND NON-CONFORMITIES
The buyer shall inspect the shipment immediately upon receipt. The carrier shall be notified immediately of any complaints and/or visible transport damage, which shall also be stated on the delivery note/waybill immediately after receipt of the products. Complaints regarding non-visible transport damage shall be made in writing to and reach LUTECA no later than seven days from the date of delivery. Complaints of defects and non-conformities shall be made in writing to and reach LUTECA no later than seven days from the date of receipt. The buyer shall not be entitled to return the products without LUTECA’s consent. If the buyer, within a period of one year from the date of delivery, can prove that some of the products purchased are defective, LUTECA shall remedy the nonconformity at the location specified by LUTECA or, at LUTECA’s option, arrange for replacement delivery. If it is not possible to deliver identical products, LUTECA may offer to replace them with comparable products. In the event of non-conformities in the products sold, the buyer shall only be entitled to have the non-conformity remedied or the products replaced in accordance with the above-mentioned rules. The buyer shall not entitled to cancel the purchase in full or in part or demand a proportionate reduction in price, compensation or repayment, unless the non-conformity is caused by intentional or gross negligence on the part of LUTECA. When the risk of the products has passed to the buyer, LUTECA shall no longer be liable for defects which may occur after this point, save for the obligations set out in this clause. LUTECA cannot be held liable for indirect losses such as loss of profits, lost time or consequential losses suffered by the buyer as a result of defects and non-conformities. Defective products to be repaired or replaced as agreed shall be accessible to LUTECA. In case of complaints made within the warranty period, LUTECA requires a written and detailed description of the nonconformity from the customer. The customer shall also supply a photo of the product to support the description or return the product to LUTECA for examination. LUTECA’s obligations in respect of the above shall not include the consequences of incorrect or unusual use or storage under extreme temperature/climate conditions or use which is not in compliance with LUTECA’s instructions or any normal use of the product.
Returns are only accepted by prior written agreement. Return goods shall be securely and properly packaged. Unless otherwise agreed, the buyer shall bear the transport cost and risk of any defective products returned to LUTECA.
CHANGES IN DESIGN
Prior to delivery and without prior notice, LUTECA reserves the right to make any changes to a product’s design that it may find necessary or appropriate.
Under no circumstances will the Company have any liability to the Customer for any loss or damage (whether direct, indirect or consequential and whether in contract or in tort) except as expressly stated in these Conditions. However this will not relieve the Company from its legal liability for death or personal injury which is due to the negligence of the Company. The buyer shall inform LUTECA immediately if the buyer is sued by a third party as a result damage or injury caused by products manufactured by LUTECA.
NON-ASSERTION OF RIGHTS
If LUTECA fails to exercise or assert one of the rights enjoyed by LUTECA under these General Terms and Conditions of Sale, such failure shall not be regarded as a waiver of such right by LUTECA. This shall also not prevent such right from being exercised or asserted at a later time.
DISPUTES AND GOVERNING LAW
Any dispute which might arise out of these General Terms and Conditions of Sale and Delivery and any related event shall, at LUTECA’s option, be settled by the New York City Court or the Maritime and Commercial Court in New York in the first instance. All disputes shall be settled in accordance with New York State law.
DEVIATIONS FROM THE GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
Deviations from these General Terms and Conditions of Sale and Delivery shall be permitted only by express written agreement between the buyer and LUTECA.
LUTECA accepts no responsibility for typographical errors in prices, text and measurements.