GROF USA Terms & Conditions of Sale

Your acceptance of these Terms and Conditions of Sale shall be conclusively presumed from your acceptance of all or any part of the goods ordered unless you object to in writing. Seller’s Terms and Conditions are incorporated for reference and can be found either by following this document or on the web at www.grofusa.com.

The Terms and Conditions of Sale set forth below constitute the entire agreement between GROF USA Distributors, Inc (“Seller”) and Buyer, and apply to all transactions between Seller and Buyer unless otherwise specifically agreed to in writing by both parties. These Terms and Conditions supersede all prior agreements, negotiations, understandings, representations and warranties, whether written, oral or otherwise, and may not be modified except in writing signed by the parties. For greater certainty, the language of any document used by Buyer for communicating its order of goods and any Terms and Conditions that could be implied on the basis of trade custom, business efficacy or otherwise are expressly excluded.

Terms of payment:

Seller requires 100% payment in advance unless specified otherwise. In case there is any unpaid balance, Seller may charge interests fees for, but not limited to, storage costs. Buyer shall be responsible for any and all fees and expenses incurred by Seller in collecting any payments due hereunder, including, but not limited to, attorneys’ fees and collection costs. Payment shall be considered realized when it is available for Seller. In the case of checks, payment shall be deemed realized when such checks have been cashed. The payment terms are fundamental to the Agreement and any breach of those terms by Buyer terminates the Agreement.

Prices

All prices are subject to change without notice and are not guaranteed, except that prices for an order that have been accepted by Seller are not subject to change after acceptance. Taxes, transportation costs, duties and other charges are in addition to quoted prices.

Taxes

Prices stated do not include any sales, use or excise tax or any other tax, duty or charge which is now in effect or may be hereafter imposed by any Federal, State or other authority. All such taxes, duties or other charges shall be paid by Buyer unless Buyer shall provide Seller an exemption certificate acceptable to the appropriate authorities.

Order Review

Buyer shall confirm in a timely manner that the Sales Order contains full and accurate information of ordered Products (Product, price, quantity, payment, and delivery information). Seller will provide assistance to Buyer during the purchase process based on the information Buyer provides. It is Buyers responsibility to provide Seller with accurate information. Seller shall not be liable for any mistakes arising from inaccurate or incomplete information provided by Buyer. Buyer must verify quantities, product dimensions, site conditions, and any other requirements before ordering, and in any case, Seller will not be responsible. Once Sales Orders are approved, Buyer is not allowed to make modifications.

Orders placed after 12:00 pm will be processed the following day.

Design Changes

As a distributor of products manufactured by others, Seller is not responsible for changes in the design of a product or packaging from our manufacturers.

Delivery Terms

Buyer must provide the information requested by Seller that is relevant to the fulfillment of the contract. Seller will arrange an appointment with Buyer indicating a timeframe for delivery. In case delivery is unsuccessful due to Buyer’s actions, re-delivery fees may apply. For areas outside our free-shipping area, Seller will use a variable Local Freight service that bases prices on weight, volume, and shipping destination. Address for delivery shall be specified by Buyer. Our internal local Delivery Service will be performed on Tuesdays, Thursdays, and Fridays. Time of delivery is subject to several factors and Seller will inform if changes in schedule happen. Delivery note or receipt will serve as proof of delivery. It is Buyer's responsibility to inspect the products upon delivery or when picking up to ensure that they are in a satisfactory condition without any obvious damage and delivered in the quantities expressed on the order. Buyer’s acknowledgment of product condition is presumed from the acceptance of delivery.

Custom Made Products

Buyer must provide the information requested by Seller that is relevant to the fulfillment of the contract. Buyer must provide Seller measurements of walls, columns, spaces and any additional information necessary for designing Custom Made Product. Seller is not responsible for measurements provided by Buyer nor is responsible for imperfections and unevenness in said walls, columns or spaces in general. Buyer must facilitate necessary equipment such as elevators, scaffolding, cranes, and any other device that allows for transporting the furniture to the place of installation. For our local delivery Service, Seller will perform an inspection of delivered products at the time of delivery to Buyer. Once delivered, the goods will be the responsibility of Buyer. Buyer agrees to sign a delivery note or receipt as proof of delivery. It is Buyer’s responsibility to inspect the Products when picking up at our warehouse or upon delivery to ensure that they are in a satisfactory condition without any obvious damage and delivered in the quantities exhibited on the order.

Storage Fee

A storage fee of $0.044 per day per cubic feet may be charged by Seller after 21 days from the official notification of products received at Seller’s warehouse.

Waiver and Modification

No waiver or modification of any of the terms and conditions contained herein shall be effective unless such waiver or modification is in writing and signed by an authorized representative of Seller.

Delay

Seller will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of products, or for any damages suffered by Buyer by reason of such delay, when such delay is, directly or indirectly, caused by, or in any manner arises from any Act of God, or the public enemy, war, compliance with law, governmental act or regulation, fire, flood, quarantine, embargo, epidemic, unusually severe weather, strike, work stoppage, acts or omissions of carriers or other cause (whether or not similar in nature to any of these herein before specified) beyond the control of Seller. In the event of such delay, there will be no termination and the date of delivery or of performance shall be extended for a period equal to the time loss by reason of the delay.

Cancellation and Return Policy

Cancellation of orders or any portion thereof will be allowed only with Seller’s prior written consent and the payment of such cancellation charges as Seller may determine. Cancellation will not be accepted on products that are not regular stock, which are in the process of manufacture or customization, or are ready for shipment. Orders for unique or specialty products are not subject to change or cancellation after the sales order is made without written approval from Seller and upon the condition that Buyer pays Seller applicable cancellation charges.

No products are to be returned to Seller without prior approval from Seller. Seller does not make cash refunds for any reason. Credit or replacement will only be made after a thorough inspection of the products has been made by Seller’s representative and investigation shows that it is defective, or was shipped in error. Unique or specialty products are not returnable. A return authorization will be given to Buyer by Seller’s sales representative for returnable merchandise and must accompany the shipment. Seller retains the right to apply a 25% restocking charge on returns. Products need to be uninstalled, undamaged, and correctly allocated in their respective boxes. Tiles are non-returnable, non-refundable or exchangeable once an order is placed and approved.

Material and Finishes

Specifications, weights, dimensions and descriptions are estimates but are not guaranteed and are subject to change without notice. Seller reserves the right to furnish materially equivalent substitutes for materials which cannot be obtained in sufficient quantities due to existing shortages. Cosmetic blemishes which do not affect performance shall not be considered a defect.

Warranty

As a distributor of products manufactured by others, Seller extends to Buyer any and all assignable warranties from the manufacturer of the product. Seller makes no warranties beyond those extended by the respective manufacturers. For products customized by Seller, Seller warrants to Buyer that such products sold hereunder shall be in compliance with the written specifications accepted by Seller. Seller will ensure that all warranties, labels, warnings, tags, instructions, and manuals are supplied with the goods or directly by Seller at time of delivery. This warranty does not cover any damage or defect which arises in whole or in part from any act or omission by Buyer or by any other person or entity after delivery of the products No claim against Seller will be allowed unless asserted in writing within 30 days from the date of shipment of the products alleged to be defective. Notwithstanding anything to the contrary, Buyer’s exclusive remedy for Seller’s breach of the warranty set forth in this “LIMITATION OF WARRANTY” shall be limited to either repair or replacement of non-conforming products or, in the sole discretion of Seller, an adjustment in the purchase price of the non-conforming products. In no event shall Seller’s liability under this Agreement exceed the purchase price of the allegedly non-conforming products.

LIMITATION OF WARRANTY

EXCEPT FOR THE WARRANTY SET FORTH IN SECTION ABOVE, SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS.

LIMITATION OF LIABILITY

SELLER SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION LOSSES) AS A RESULT OF THIS AGREEMENT (OR THE BREACH HEREOF) OR SUCH DAMAGES SUFFERED BY ANY PURCHASER OR END USER OF ANY PRODUCTS, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE.

Default

If Buyer shall become overdue on its account or otherwise defaults in any payment to Seller or if its financial condition shall at any time seem to Seller otherwise inadequate to warrant further shipment on an open account basis, Seller shall have the right, without liability, to refuse to accept any or all orders, to cancel any and all orders, to delay shipments to Buyer, or to require advance payment before accepting or shipping any orders.

Non-Assignment

Buyer shall not assign its orders nor any of its rights or obligations thereunder without Seller’s prior written consent.

Governing Law

These Terms and Conditions of Sale and any subsequent sales agreements between Seller and Buyer shall be governed by the laws of the Commonwealth of Virginia without regard to its conflicts of law principles. Each party hereto irrevocably consents to the jurisdiction of the courts of the Commonwealth of Virginia and agrees that the exclusive venue for any suit arising from or relating to these Terms and Conditions of Sale is Fairfax, Virginia. EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION BROUGHT IN CONNECTION WITH THESE TERMS AND CONDITIONS OF SALE. The United Nations Convention on Contracts for the International Sale of Goods expressly does not apply to this sale of goods

Certifications

All certification and verifications related to products (and the documentation associated therewith), including, but not limited to, certifications for testing and re-verification of products, shall be and remain the property of Seller.

Disclosure of Information

Any information, suggestions, or ideas transmitted by Buyer to Seller in connection with the performance hereunder shall not be deemed a secret or confidential or submitted in confidence to Seller, except as may be specifically agreed to in writing by Seller.

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