CONDITIONS OF PURCHASE
1. PARTIES & OBJECT OF AGREEMENT
The following Terms & Conditions of Sale/Purchase (the/these “Terms”) contained in this agreement (the “Agreement”) are applicable to and govern the sale of any and all Artifox (“RG”) products (hereinafter the “Goods”) by Artifox to the purchasers of any Artifox products (hereinafter, “Customer” individually, or “Customers”). Artifox sells Goods for residential and commercial use. Any and all Artifox sales to Customer of the Goods are expressly conditioned on assent these Terms and are limited to these Terms. Customer’s checking of the box below and submission of his or her order shall constitute Customer’s acceptance of the these Terms. All terms or conditions that are in any way inconsistent with or are in addition to or different from these Terms are hereby expressly rejected. Without limiting the generality of the foregoing, nothing contained in any purchase order or similar document will in any way modify or add to these Terms.
Prices quoted by Artifox are not guaranteed and are subject to change without notice or withdrawal at any time prior to the time Artifox receives electronic or written confirmation of a Customer’s order, complete with payment or payment information. Unless otherwise specified in writing by Artifox, all pricing of Artifox Goods shall be in U.S. dollars. Fluctuations in currency exchange rates after submission of an order (including acceptance of these Terms) shall be at the risk of the Customer and shall not be grounds for Customer’s avoidance of any obligations under these Terms.
All regular orders of Artifox Goods shall be placed through the Artifox website: www.theartifox.com. Special orders can be placed by contacting Artifox by telephone and providing payment information to a representative of Artifox. Such special orders shall not be deemed completely submitted until Artifox has received a copy of these Terms signed by the Customer.
Full payment on orders of Artifox Goods is required at the time of ordering. Payment (including deposits) can be made by check, credit card (American Express, Mastercard, Visa and Discover), Paypal or by wire transfer. Payment of all amounts due to Artifox must be made in U.S. dollars, unless otherwise agreed in a written document signed by both Artifox and Customer. Nothing in the above mentioned terms shall prevent Artifox from offering credit to a Customer pursuant to a separate, mutually agreed-upon written agreement.
5. ORDER CANCELLATIONS/DEPOSITS
Customer acknowledges and understands that: His or her purchase of Artifox Goods is governed by the Artifox Return Policy; He or she has carefully reviewed the Artifox Return Policy prior to agreeing to these Terms; and he or she will be responsible for 100% of the amount charged by Artifox on orders of Custom Goods, if the order is not canceled within 24 hours of acceptance. Any changes to the terms of an Artifox order must be mutually agreed upon by the parties in writing, and may require additional fees.
In some cases, the total amount charged to Customer by Artifox for Goods will be exclusive of applicable taxes. In such cases, Customer agrees to pay all applicable taxes, including but not limited to, sales taxes, excise taxes, use taxes, value added taxes, goods and services taxes, except to the extent Customer provides Artifox with a valid resale or sales tax exemption certificate or other evidence of such exemption in a form acceptable to Artifox.
7. SECURITY INTEREST
In the event that Artifox provides credit to Customer, Artifox hereby reserves, and Customer hereby grants to Artifox, a security interest and purchase money security interest in the Goods sold to Customer and the proceeds thereof, in the amount of the purchase price. In the event of default by Customer of Customer’s payment obligations to Artifox, Artifox has the right to repossess such Goods without liability to Customer. These security interests will be satisfied by payment in full. A copy of Customer’s order submission to Artifox or documentation of a phone order made by an Artifox representative, may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage, in order to perfect Artifox’s security interests. At the request of Artifox, Customer agrees to and will execute financial statements and other instruments Artifox requires to perfect and enforce its security interests.
8. SHIPPING, HANDLING & DELIVERY
Artifox will use commercially reasonable efforts to communicate current and accurate product delivery and inventory information to Customer, but there is no guarantee items will be available when payment is received. All non-furniture delivery items will be shipped, as and when available, by a freight carriers chosen and approved by Artifox. Artifox will use commercially reasonable efforts to ship back-ordered Goods on the earliest possible delivery date. In the event Artifox gives Customer a projected delivery date, in writing, and that projected delivery date changes, Customer will be notified in a timely manner. Delivery date projections, if given, are estimates only, and are subject to delay caused by the freight carrier, and Artifox will not be liable for any damage, loss or expense incurred by Customer if Artifox fails to meet any projected delivery dates. Customer agrees that Artifox may make partial shipments of orders consisting of multiple Goods or Goods comprised of multiple parts, and each individual shipment shall constitute a separate and independent transaction. All Goods will be packaged in a manner determined by Artifox, unless otherwise requested by Customer and agreed to in writing by Artifox. Our shipping and handling charges include any surcharges for over-sized items. If Customer has any special delivery requirements, Customer must notify Artifox in writing in advance.
Shipments to destinations in the Continental U.S.A.
Unless otherwise agreed upon, Artifox shall deliver Goods purchased hereunder for delivery to final destinations in the United States free on board (F.O.B.) the shipping origin. The delivery of Customer’s order to the freight carrier constitutes a transfer to Customer of title, ownership, and possession of the Goods ordered. The risk of loss for the Goods shall pass to Customer upon delivery of the order to the freight carrier. Notwithstanding the foregoing, Customer shall reimburse Artifox for all related shipping, handling and insurance costs and expenses. Customer may purchase shipping insurance directly from the freight carrier, and at Customer’s request, Artifox may obtain a quote on behalf of Customer, but expressly disclaims all liability relating to any such insurance for which Artifox procured a quote on behalf of Customer. Artifox arranges for shipping and shipping insurance with a commercial freight carrier as a courtesy, so Customer remains free to make its own shipping arrangements, so long as it notifies Artifox at the time of ordering, in writing.
Shipments to destinations outside the Continental U.S.A.
Generally, Artifox ships to the continental U.S.A. only. Artifox products are specifically built and packaged for these destinations. For shipments outside the Continental U.S.A., it is the sole responsibility of the customer to assist with any necessary import/export documentation and formalities in order to comply with customs regulations. Artifox will provide the third party shippers or freight forwarders with an invoice and no other documents will be provided by Artifox. Goods delivered are assumed to be correct and delivered in good condition unless Artifox is notified pursuant to the Artifox Return Policy.
9. PRODUCT RETURNS
Customer acknowledges that he or she has carefully reviewed the Artifox Return Policy, prior to agreeing to these Terms, and that Customer accepts and agrees to the Artifox Return Policy, which is incorporated herein by reference.
10. CHANGE REQUESTS
Artifox may begin to process (manufacture) an order as soon as an order is placed and an payment from Customer is received. Customer should contact Artifox as soon as possible if Customer desires to make any changes to an order after an order is accepted and payment has been received, and Artifox at its sole discretion may choose to accommodate Customer’s change request. However, Artifox cannot guarantee that changes can be made after an order is placed and payment has been received.
11. RESALE OF GOODS (APPLIES TO COMMERCIAL CUSTOMERS ONLY)
Customer warrants and represents that Customer, including its agents, affiliates, directors, officers, and employees will not resell the Goods or offer the Goods for resale to any person, firm, corporation or other entity without the express written consent of Artifox. Customer acknowledges that Artifox has set its prices and entered into these Terms in reliance upon this agreement not to resell the Goods, and that the same forms an essential basis of the bargain between the parties.
12. DISCLOSURE OF COMMERCIAL USE OF GOODS (APPLIES TO COMMERCIAL CUSTOMERS ONLY)
If Customer is a commercial business or entity, Customer must disclose any intended, anticipated or foreseeable use of the Artifox Goods to Artifox, in writing, within 24 hours of placing its Order. Customer warrants and represents that Customer has disclosed to Artifox any intended, anticipated or foreseeable commercial use of the Goods. Commercial use is defined as use in hotels, restaurants, bars, places of public accommodation or any other such place where third parties may use the Goods outside of a residential or household setting. Customer acknowledges and accepts that Customer’s failure to disclose any intended, anticipated or foreseeable commercial use of the Goods will automatically cause any and all risk of use and liability relating to the Goods to pass solely to Customer. Customer assumes any and all risk of use and liability relating to the Goods, and agrees to waive any and all potential claims against Artifox relating to the use of the Goods.
13. WARRANTY DISCLAIMER
CUSTOMER ACKNOWLEDGES THAT ARTIFOX PRODUCTS (THE “GOODS”) ARE SUBJECT TO THE ARTIFOX WARRANTY POLICY. CUSTOMER ACKNOWLEDGES THAT HE OR SHE HAS READ THE ARTIFOX WARRANTY POLICY PRIOR TO SUBMITTING HIS OR HER ORDER AND AGREES TO THE WARRANTY POLICY, WHICH IS INCORPORATE HEREIN BY REFERENCE. ARTIFOX DISCLAIMS ALL OTHER WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) RELATING TO THE PRODUCTS PROVIDED BY ARTIFOX, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE (EVEN IF THE PARTICULAR USE OR PURPOSE IS DISCLOSED TO ARTIFOX IN ADVANCE), OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. THE REMEDIES SET FORTH ABOVE CONSTITUTE LIMITATION OF LIABILITY.
With respect to any Goods sold by Artifox to Customer, Artifox’s liability to Customer for any reason shall not exceed the purchase price of such Goods sold to Customer. In no event shall Artifox be liable for any incidental, consequential, special, punitive and/or indirect damages, or for any loss of business, sales or profits, arising from or related to the Goods or these Terms, whether in contract, tort, negligence or any other legal or equitable theory, even if advised of the possibility of such damages or loss. Customer acknowledges that Artifox has set its prices and entered into these Terms in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. Customer agrees that the limitations of liability and the disclaimers of warranties and damages specified in these Terms will survive and apply even if found to have failed of their essential purpose.
14. INDEMNIFICATION AND HOLD HARMLESS PROVISION
Customer shall indemnify, defend and hold harmless Artifox and its affiliates, and their respective members, officers, and employees from and against all losses, liabilities, demands, penalties, judgments, damages, costs, and expenses (including reasonable attorneys’ fees and costs) resulting from any and all claims, demands, actions, and other proceedings by any third party, including, without limitation, claims, demands, actions and other proceedings for personal injury or death and property damage, arising out of, relating to or resulting from: (a) Customer's negligent or willful acts or omissions; and (b) Goods sold to Customer under this Agreement.
15. GENERAL PRODUCT DISCLAIMER
Customer understands and acknowledges that wood is a natural product, that no two pieces of wood are the same, and that wood used in Artifox Goods may have certain natural defects and other characteristics typically associated with natural products, including, but not limited to, color variation, grain variation, staining, and warping. Customer acknowledges that Artifox cannot and does not guarantee that Artifox products will be free of such natural characteristics.
Samples and Other Visual Representations
Customer understands and acknowledges that samples, drawings, descriptions, specifications, illustrations, photographs, advertisements, or other visual representations (“Sample(s)”) issued or displayed by Artifox exist for the sole purpose of giving Customers a reasonably approximate depiction of the products represented by or described in them. The color, size, shape, design, and other characteristics of Artifox products as appear in Samples may not accurately reflect the same when the Artifox products are actually manufactured and delivered. While Artifox takes reasonable measures to ensure that a Sample will be an accurate representation of the actual finished product, Artifox cannot and does not guarantee this. Accordingly, Customer acknowledges that the purchase of any Artifox product based on having seen a Sample will not be deemed as a sale by sample under applicable law.
Minimal Variation in Dimensions
Customer understands and acknowledges that dimensions of Artifox products may have natural variance. Customer also understands and acknowledges that that all product dimensions stated, represented, or otherwise communicated to Customer are reasonably accurate approximations, and subject to slight variance. Therefore, Artifox cannot and does not make any guarantees with regard to communicated product dimensions.
16. POTENTIAL HAZARDS
Customer understands that certain risks are sometimes unavoidable when manufacturing products made from finished wood, including, but not limited to reactions to wood finishes, and Customer willingly accepts the any and all risk and liability relating to any potential hazards in consideration for the ability to purchase and use Artifox products at the prices set forth in purchase order, and waives any and all potential claims against Artifox relating to the potential hazards mentioned above.
17. PRECAUTIONARY STATEMENTS
Customer states that it has read the following precautionary statements and that it fully understands and acknowledges the same.
DO NOT burn Artifox products or otherwise expose Artifox products to open flames;
DO NOT regularly prepare foods or any other items fit for consumption by humans or animals directly on the surface of Artifox products without first cleaning the surface; and
DO NOT allow children or pets to lick or otherwise orally consume any component of Artifox products, including the product finish.;
DO NOT place sharp or rough objects with the potential to damage other objects made of softer materials onto the surface of Artifox products;
DO NOT place an excessive amount of weight, or moving objects, humans, or animals on Artifox products.
18. DELAYS AND FAILURES OF PERFORMANCE DUE TO FORCES BEYOND THE CONTROL OF THE PARTIES
Artifox will not be liable for any delay or failure in performance arising out of acts or events beyond its control, including, but not limited to, acts of God, earthquake, fire, flood, acts of civil and military authorities, embargoes, riots, war, terrorism, labor disputes and strikes, product or supplier shortages, power failures, and interruption of or delay in telecommunications or transportation services.
19. ASSIGNMENT OF RIGHTS & OBLIGATIONS
Customer may not assign, delegate, or transfer these Terms or any right or obligation hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of Artifox, and any attempt by Customer to assign these Terms without such consent will be null and void.
Artifox may assign any of its rights or obligations under these Terms without Customer’s consent. Subject to the preceding sentence, these Terms will bind each party and its permitted successors and assigns.
If any provision of these Terms is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from these Terms, while the remainder of these Terms will continue in full force and effect.
21. CHOICE OF LAW & CHOICE OF FORUM
This Agreement and all matters arising out of or relating to this Agreement will be governed by the internal laws of the State of Missouri without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Missouri to the rights and duties of the parties. The U.N. Convention on the International Sale of Goods shall not apply to these Terms or the Goods sold by Artifox.
Except for actions for injunctive or other equitable relief, which may be brought in any court of competent jurisdiction, any dispute regarding these Terms or the Goods sold by Artifox shall be subject to the exclusive jurisdiction of the Missouri state courts in and for the City of St. Louis, Missouri, U.S.A. (or, if there is federal jurisdiction, the United States District Court for the Eastern District of Missouri), and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts.
Any dispute will be decided on an individual basis and will not be consolidated in any action with the disputes or claims of other consumers or Customers. The Customer agrees that it will not bring any dispute or claim as a class action or as a private attorney general, and the Customer agrees not to act as a class representative or participate as a member of a class of claimants with respect to any dispute or claim relating to this Agreement or the services provided by Artifox or its affiliates.
22. COMPLETE & MUTUAL AGREEMENT
These Terms shall be deemed to have been drafted by all parties and, in the event of a dispute, neither party shall be entitled to claim that any provision should be construed against the other party by reason of the fact that it was drafted by the other party. These Terms and any order placed by Customer constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms. These Terms may not be amended or modified except in a writing signed by a duly authorized representative of each party; no other act, document, usage, or custom will be deemed to amend or modify these Terms.
Customer warrants and represents that the individual executing this Agreement is indeed the Customer and/or has the full power and authority to do so on behalf of the Customer.
These Terms shall be deemed agreed to and signed by the Customer upon the Customer’s checking of the “I Agree [to the Artifox Terms of Sale/Purchase]” box on the Artifox website, and complete submission of an order through the website, or for orders submitted by telephone, upon receipt of a copy of these Terms containing a handwritten signature. These Terms shall be deemed agreed to and signed by Artifox upon acceptance of payment information or payment from Customer.