WHEREAS, Salon works with skilled artisans (the “Supplier”) to design and manufacture certain furniture, lighting, rugs, textiles, decorative home products for distribution and sale to customers.
1. Rights, Obligations, and Overview. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM SALON AND ACCEPTING THE PRICE QUOTE FOR YOUR ORDER THAT SALON EMAILS TO YOU AT THE ADDRESS THAT YOU HAVE OR WILL PROVIDE US, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM US IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SALON LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING OUR GOODS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms“) apply to the purchase and sale of products and services from Salon. These Terms are subject to change by Salon, in our sole discretion. The Terms in this Agreement will be in effect for the sale of Products purchased under this Agreement unless you and Salon agree in writing otherwise. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced here. In the event that you order products and services from us after the “Last Updated Date”, your acceptance of our price quote for said order will constitute your acceptance and agreement to such changes.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion.
3. Prices and Payment Terms.
(a) Many of the products posted on the that we sell are made to order, and therefore prices may not be immediately available. Upon request we may provide you with a quote on specific products. All prices, quotes, discounts, and promotions available on Salon’s website or provided to you from Salon are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your invoice once your order is finalized. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized and provided on your invoice. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) We may offer from time-to-time promotions that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
(c) Terms of payment are within our sole discretion. The payment for the order shall be paid in accordance with Schedule A, and a down payment on the order must be received by us before our acceptance of an order. We accept all major credit cards for all purchases. We may assess a service charge to any and all orders. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted at the time of your order.
4. Shipments; Delivery; Title and Risk of Loss.
(a) All products are made to order. We will coordinate and arrange for shipment of the products with you. You will provide the location for the delivery and storage of the order to us, and we will work with you to facilitate the delivery of the order to the place of delivery specified at the time of order. Orders will require a signature upon delivery. Fees apply for address changes made after an order has shipped and returned packages. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order. Moreover, international orders may require the payment of import duties, custom fees, clearing fees, taxes, and/or other fees, which are your responsibility unless you and Salon agree otherwise in writing.
(b) As a service to you, Salon shall arrange the shipping of the orders through one of our preferred carriers. If you prefer to manage your own freight and delivery, Salon must be notified of the specific details of the movement of the order. You will be charged a fee to move the order to a terminal for your chosen carrier’s pick-up, which will be included in your final invoice. All products are moved through a Bill of Lading, and the location of the pick-up by you or your agent may trigger a sales or use tax liability at that location. If you select your own freight carrier, freight claims must be filed directly with the selected carrier. Salon is not responsible or liable for your own or third-party freight damage and claim.
(c) Salon highly recommends using a qualified receiving warehouse to receive, inspect, consolidate deliveries and facilitate installation. Salon will recommend a receiver for client if needed, however Salon’s does not endorse any such receivers or services and will not assume any liability or loss that may occur as a result of using any such receiver. All crated goods must go through a professional receiver such as a receiving warehouse. A receiving warehouse acts as an agent for the client and is responsible to note any damage and assist the owner with filing a freight claim when any damage is found. A qualified receiving person should be present to accept products when delivered directly to a home or business location. In the event that you do not accept delivery, you agree to pay any additional return shipping expenses and $1,000 per month in storage fees as applicable and any additional cost resulting from your non-acceptance will be billed directly to you.
A signature on the Bill of Lading upon receipt of the products confirms that the products are received in good condition unless exception is made on the Bill of Lading. If the merchandise is refused upon delivery for quality or damage issues, the receiver should contact Salon immediately.
(d) Title and risk of loss pass to you upon receipt by you at the delivery location. For clarification, Salon shall not be responsible for any damage or loss to your order that occur during the packaging, shipping and delivery of your order, and you agree to indemnify Salon against any and all claims in connection to the packaging, shipping and delivery of such order. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
5. Defective Products and Returns. All of our products are custom made to order for you. Products are inspected by the Supplier prior to release to ensure that the order is free of defects or damage, complete, and ready for shipment. Salon does not accept returns. However, you shall have fourteen (14) days from the date of delivery to inspect your order for any defects or damage and contact Salon at email@example.com in regard to the damage or defect so that we can review your issue (“Inspection Period”). In the event, that (i) you report the product damage or defect to Salon within the Inspection Period, and (ii) we inspect the product and determine that the product is defective or damaged, then we will work with you and the Supplier to furnish you with a repaired or replacement product as soon as practicable.
6. Product Variation, Warranty and Disclaimers. Due to the bespoke and small batch nature of our products, variations can occur. Fluctuations in the digital printing process, textures of woven natural fibers, and custom dying of yarn are all issues that can contribute to variation but also offer a one-of-a-kind product. Salon and our Suppliers strive for consistency; however allowances are made for up to a ten percent (10%) tolerance of variation.
We do not manufacture, control, or install any of the products or services. The availability of products or services does not indicate an affiliation with or endorsement of any product, service, Supplier or manufacturer. Accordingly, we do not provide any warranties with respect to the products or services that we offer.
ALL PRODUCTS AND SERVICES OFFERED ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
7. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY , FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED UNDER THIS AGREEMENT.
The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from our acts or omissions.
8. Goods Not for Resale or Export. You represent and warrant that you are buying products or services for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
9. Buyer’s Approval Obligations. You are responsible for the selection and retention of any contractor required to install the products from your order. You shall provide copies of the installation instructions to your contractors prior to installation of the products. Salon shall not be responsible for any damage or loss to the products that occur during the unpacking and/or installation of the products. In the event that the installation of the order requires any governmental approvals (including all fees and permits) and/or the approval of a local homeowner’s association or similar body, you shall obtain, maintain, and pay for any and all required governmental approvals and/or approvals from a local homeowner’s association or similar body.
10. Indemnification. You shall defend, indemnify, and hold harmless Salon and its employees, officers, directors, and agents against and from all third-party claims, demands, liabilities, loss, damage, costs, and expense of whatsoever nature, including attorneys’ fees and expenses, resulting from any (i) injury to persons or property claimed to have been caused by defective material, workmanship, or design of Product or parts thereof furnished by Supplier; (ii) claims of infringement of any U.S. or foreign patent or other intellectual property or proprietary rights; and (iii) any and all damage to or loss of the Product during the packaging, shipping, delivery, and installation of the Product.
11. Intellectual Property. All designs are the intellectual property of Salon. Salon will and does retain all proprietary and intellectual property rights, title and interest in and to its designs and services.
13. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemics, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
14. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice or conflict of law provision or rule (whether of the State of Maine or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Maine.
(a) YOU AND SALON ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this Section 15. (The AAA Rules are available at www.adr.org/arb_med) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
16. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 16 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
17. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Salon.
(a) To You. We may provide any notice to you under these Terms by sending a message to the email address you provide. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to firstname.lastname@example.org; or (ii) by personal delivery, overnight courier, or registered or certified mail to 27 Vestry Stree, New York, NY 10013. We may update the address for notices to us by sending you a notice or posting a notice on the our website. Notices provided by personal delivery will be effective immediately. Notices provided by fovernight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
20. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.