Terms and Conditions

DISCLAIMER

Cubicle By Design’s quotes for installation are for Monday through Friday only, and installs requested outside of these times is subject to additional fees.

Please read and verify all quantities, colors, and pricing on all quotes and invoices. We offer up to three drawings/changes as an added design service. Once those three are surpassed, the charge is $100/hour. Once orders have been acknowledged, no refunds or exchanges will be given. A 100% deposit is required to place an order. Install charges may be paid at the time of completion. A quote is valid 30 days from the date listed.

ORDERS:

1. Acceptance
   All purchases by Buyer shall be initiated by written or electronically transmitted purchase orders in form and substance satisfactory to CBD. Unless otherwise expressly agreed in writing by CBD, all purchases are subject to these Terms and Conditions. Such Terms and Conditions (together with the Order) shall constitute the complete agreement between the parties and shall supersede all previous understandings, written or oral, that may have existed relating to the Goods. Buyer shall be deemed to have consented and acknowledged these Terms and Conditions. Delivery and installation dates will be acknowledged by CBD upon receipt and acceptance of Orders by CBD. Furniture finishes must be selected and approved for CBD to properly recognize and confirm delivery and installation dates. All Orders state a mutually acceptable arrival date.
2. Changes/Cancellations
   Orders can not be canceled.

PAYMENT TERMS/SECURITY:

1. Invoicing and Terms
   All terms are subject to credit verification and may be modified according to the Buyer’s credit rating. Buyer agrees to pay all invoices within ten days, unless as otherwise described on the face of CBD quotes and invoices. CBD’s standard terms are as stated herein; Buyer will pay CBD a minimum deposit in an amount equal to 100% of the purchase price of the Goods and Services. Deposits will be applied to each invoice on a pro-rata basis. The entire balance of the purchase price for the Goods (net of the deposit paid) is due in full upon delivery of the Goods, unless prior credit arrangements have been submitted to and approved by CBD. All payments due to CBD shall be paid without any set-off or claim. The amounts set forth on CBD invoices shall be deemed to be conclusive evidence of the amount due from Buyer, unless notice to objection is received by CBD in writing within (10) ten days of the date of the invoice. Buyer agrees to not withhold payment for any goods or services not subject to the aforementioned notice. No payment of any amount due under an invoice or Order shall be conditioned upon Buyer’s receipt of payment from any third party for any Goods sold subject to these Terms and Conditions. CBD shall have, and Buyer hereby grants to CBD, a security interest in all Goods covered by the Order to secure such payment obligation. Buyer appoints CBD, its attorney in fact, for the purpose of executing and filing UCC-1 Financing Statements or other documents as may be necessary to perfect this security interest and CBD is hereby authorized to prepare and file such Financing Statements.
2. Accounts Past Due/Default
   All Goods will be invoiced upon delivery (either by Buyer’s facilities or when placed into storage) and will be paid at the time of delivery, unless prior credit arrangements have been submitted to and approved by CBD. If partial delivery of an order is made, CBD shall submit a partial invoice, and Buyer shall make payment for the Goods so invoiced. CBD will invoice Buyer for the remaining Goods when such Goods are delivered. Buyer shall pay a finance charge of 1-1/2 % per month or the highest legal rate, whichever is lower, on all past due accounts. Any payment not made on the date due, shall be deemed past due. In the event of a default, Buyer shall pay all costs of collection, including but not limited to, reasonable attorney’s fees, court costs, and costs of recovery.
3. Freight
   All shipments for the Continental United States shall be F.O.B. the Manufacturer’s plant(s) with freight prepaid and allowed. Title and risk of loss or damage shall pass from CBD to Buyer, upon delivery at Buyers designated location. Shipments destined for Hawaii or Alaska will be quoted upon request.
4. Claims
   Transportation claims (damage, loss, or delay) shall be filed by CBD for all Goods and damaged Goods will be repaired or replaced, at CBD’s sole discretion. On drop shipments, it will be Buyer’s responsibility to inspect the Goods upon delivery, and CBD shall assist Buyer to ensure that proper claims and procedures are followed in the event of damage. Claims must be reported to CBD within (5) five calendar days of receipt of the Goods by Buyer.
5. Taxes
   All prices quoted are subject to any local or state sales or use tax, and any applicable taxes will be added to the purchase price on the invoice and paid by the Buyer. Buyer agrees to pay all required state, local and applicable use taxes. Buyer assumes all responsibilities to file and pay taxes in jurisdictions in which CBD is not required by law to do so.
6. Surcharges
   CBD may levy certain surcharges at its discretion. Any surcharges levied will be a specified line on the quote.

DELIVERY AND INSTALLATION
In the event that delivery and/or installation are required, the following provisions shall apply:

1. Condition of Job Site
   Buyer shall be responsible for providing a job site which is safe, accessible, clean, clear and free of debris prior to installation.
2. Job Site Services
   Buyer shall furnish, without charge, electrical power, heat, hoisting and/or elevator service and containers for disposal of packing materials. Buyer shall provide adequate facilities for off-loading, staging, moving, and handling of merchandise.
3. Special Packaging or Handling
   If special packaging or handling is required, it will be subject to an additional charge.
4. Delivery During Normal Business Hours
   Delivery and installation shall be made during normal working hours. Additional labor costs resulting from work at other times (overtime work), which is performed at the Buyer’s request, shall be billed at CBD’s standard overtime rates.
5. Use of Labor
   Delivery and installation shall be performed by non-union labor. Additional labor cost resulting from the use of union labor, at the Buyer’s request or union demand, shall be billed at CBD’s standard union rates.

DELAYS

1. If the Goods cannot be installed on the scheduled installation date by reason of the unavailability of the premises, caused beyond the control of CBD, or delays caused by the Buyer, then CBD shall have a reasonable time to install the Goods after the premises are available or after any other causes of delay, beyond the control of the CBD, have been eliminated.
2. If the Goods cannot be installed on the scheduled installation date by reason of the unavailability of the premises, causes beyond the control of CBD or delays caused by the Buyer, the Goods shall be stored (at Buyer’s warehouse or location, in the case of direct shipment or in the CBD warehouse, in other cases) until installation can be resumed, and shall be considered accepted by the Buyer for purposes of payment as of such schedule installation date. Buyer shall be responsible for all transfer, storage, and related costs if Goods cannot be installed on the scheduled installation date, as described in Section 3G below. Invoicing will be paid in accordance with Section 2B/Accounts Past Due/Default.

STORAGE
CBD shall coordinate shipments with installation dates. Should Buyer be unable to accept Goods when delivered, and should storage at CBD be required, the following shall apply: Labor and storage charges of 1-½% of the purchase price for the Goods shall accrue monthly with no proration. There will be a minimum billing of $100. CBD assumes responsibility for any damage to Goods as long as it remains in CBD’s facilities, providing there is a storage charge applied to be paid. Goods priced as a drop shipment and later not received by Buyer will be subject to special handling and re-delivery fee.

1. Erection and Assembly
   Unless otherwise stated in writing, CBD sales prices assume that all on-site labor to erect and/or install any furniture, fixtures or floor covering or labor to provide any service shall be performed by non-union personnel at prevailing wages. In situations where this is not the case, CBD may charge Buyer additional amounts.
2. Protection of Delivered Goods
   Subject to Section 3F, Goods delivered to Buyer’s facilities shall be inspected and accepted by Buyer. Buyer is responsible for signing CBD Delivery Tickets and Installation Acknowledgement Sign-Off documents upon delivery and acceptance of the Goods. Subject to Section 3F, the responsibility for the security and safeguarding of the delivered Goods shall pass to Buyer upon delivery and inspection thereof; Buyer shall bear the full risk of loss, damage or destruction of the Goods upon and after such delivery.
3. Force Majeure
   CBD shall not be considered in default of any of their obligations, to the extent that the performance thereof is delayed or rendered impossible by acts of God, war, civil commotion, governmental action, fire, storm, flood, explosion, strikes, walkouts, labor disputes or shortages, union action to stop labor performance, other industrial disturbances or any other cause that is beyond their reasonable control.
4. Insurance
   CBD shall carry insurance coverage for: 1. Worker’s compensation; 2. Employer’s liability; 3. Automobile liability; and 4. Comprehensive general liability, in amounts and in a form of its choosing or required by law.

ADDITIONAL TERMS
A. Limited Warrant/Exclusive Remedy

For all Goods, CBD shall, if able, assign to Buyer any warranties, express or implied, and unless otherwise expressly set forth in writing and signed by CBD, these shall be Buyer’s sole and exclusive remedies. In no event will CBD be liable for consequential or special damages, or transportation, installation, or other costs or expenses that may arise in connection with such Goods. Unless specifically agreed to in writing, CBD does not warrant that any goods or materials sold are in compliance with any particular plans or specifications. CBD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED AND NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL WARRANTIES ARE HEREBY DISCLAIMED UNLESS EXPRESSLY CONTAINED IN A PURCHASE AGREEMENT OR OTHER WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CBD.

B. The buyer is still responsible for the cost of shipment/labor & product if the buyer rejects order delivery.

Governing Law/Consent to Jurisdiction
The transactions covered by these Terms and Conditions shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflicts of laws and provisions. The parties hereby irrevocably consent and agree that any and all disputes, complaints, controversies, claims or grievances arising under, out of, in connection with, or in any manner related to, these Terms and Conditions or the Goods to be sold hereunder shall only be commenced and maintained in a state or federal court located in Pennsylvania, and the parties waive any right to have any such action or claim brought in any other jurisdiction. The parties irrevocably consent and agree to service of process by certified mail, return receipt requested, at their respective principal places of business. Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or enforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

1. Assignment
   These Terms and Conditions shall be binding upon Buyer and Buyer’s heirs, successors, assigns, estates and parent or subsidiary corporations; provided, however, that Buyer may not assign its rights hereunder and any such attempted assignment shall be void and of no force and effect.
2. Commercial Transaction
   Buyer acknowledges that this is a commercial transaction and that the Goods will not be used for personal, family or household purposes (except in the event that the Goods are used for a home office). BUYER HEREBY WAIVES ANY AND ALL RIGHTS BUYER MAY HAVE UNDER APPLICABLE LAW WITH RESPECT TO ANY PREJUDGEMENT REMEDY THAT CUBICLE BY DESIGN MAY USE. BUYER EXPRESSLY WAIVES BUYER’S RIGHT TO NOTICE AND HEARING UNDER APPLICABLE LAW IN CONNECTION WITH ANY PREJUDGEMENT REMEDY THAT CUBICLE BY DESIGN MAY SEEK.
3. Modification/Termination, etc.
   The terms of this document may not be modified except in writing signed by both Buyer and Cubicle By Design.

Lead Time

Standard lead times vary depending on product. Items available through our five-day program have a lead time of at least five days plus time for transit. Items available through our ten-day production program have a lead time of at least ten days plus time for transit.

Additional products are available with longer lead times. Contact us for more information.