Emerge Tissue Cover
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SALE TERMS & CONDITIONS
By clicking “Pay Now”, “Place Order” or accepting Fount’s quote, Purchaser indicates acceptance of these Sale Terms and Conditions (ST&Cs), and supplemental attachment of Fount, Inc.(“Fount”)’s Site Terms and Conditions.
Purchase and Sale
1. All prices quoted shall remain valid for the shorter of 15 days or as listed on the Site (as defined in our Terms and Conditions. Acceptance of Fount Inc.’s (“Fount”) written quotation, including but not limited to the Site, shall be evidenced by delivery of Purchaser’s online purchase confirmation, written confirmation or written purchase order, referencing and incorporating all of the provisions of Fount's sales quotation and these ST&Cs.
2. 100% of the order or invoice price of all goods and services is required as a condition of order processing. If applicable, Fount shall render its order or invoice for any balance due upon shipment of the goods and Purchaser authorizes Fount to process any remaining balance payment using Purchaser’s selected method of payment.
3. Item prices do not include shipping, handling, processing, White Glove Delivery, or freight charges unless expressly stated. All such charges will be added to orders or invoices.
4. Prices are subject to applicable federal, state and local taxes. Purchasers who are exempt from taxes shall provide Fount with copies of exemption certificates prior to order acceptance by Fount.
5. Balance of the purchase price is due according to the terms stated on the online order, which is typically upon shipment of goods. Orders will not be placed nor shipped unless paid in full.
Delivery and Installation
1. If White Glove Delivery service is requested by and paid for by Purchaser, delivery and installation at the Purchaser’s designated ship to site will be provided, so long as the site provides safe access and is free of obstacles to the proper installation of goods.
2. Should installation require dock, electric current, heat or air conditioning, lighting, hoisting, clearing of other trades, and/or elevator, service shall be furnished without charge to Fount or Fount partners or affiliates. Purchaser shall cause to be provided adequate facilities for off-loading, staging, moving and handling of merchandise. Permits, certificates of insurance, licenses and other local, building, landlord or governmental requirements are the responsibility of the Purchaser.
3. Any additional labor, design services, installation services, project management, product damage, or storage incurred by Fount or Fount partners due to other trades in project space, delays or damages caused by Purchaser or other trades, multiple deliveries requested by Purchaser or as a result of Purchasers actions or inactions, change orders, or Purchaser change requests will be billed and paid up front by Purchaser at Fount or Fount partner standard rates.
4. Delivery and installation shall be made during normal working hours, Monday to Friday, holidays excluded. Additional labor costs resulting from overtime work performed at Purchaser’s request outside of normal working hours shall be paid for by Purchaser.
5. Delivery times are predicated on artist, fabricator and manufactuer scheduling. Times are subject to artist, fabricator or manufacturer delays, transit time, strikes, etc. which are beyond Fount's control.
Cancellation and Change
1. Cancellations and changes are difficult to make after Purchaser has placed an order. Eligible items allowed to be canceled will be indicated in the Purchaser’s shopping cart. If Purchaser does not see the “Cancel Items” option in the order details, that indicates that Fount is unable to process a cancellation. Regardless, once an item is shipped, it may not be canceled. A canceled item that has been shipped in error by Fount, once received by the Purchaser, may be returned or exchanged, subject to Fount’s Returns policy.
2. MADE TO ORDER ITEMS ARE NOT RETURNABLE. Other merchandise may be accepted for return based on Fount’s Returns policy. Items accepted for return may be subject to a 20% restocking charge plus shipping, handling, or freight charges.
3. If delivery or installation is delayed at the request of Purchaser, additional fees may be charged by Fount’s delivery partner and Purchaser authorizes Fount to process any balance payment using Purchaser’s selected method of payment. Further, if delivery or installation is delayed at the request of Purchaser, Purchaser shall pay any storage fees and freight and handling charges incurred by Fount or Fount partners. If said goods are stored by Fount, Purchaser shall pay a reasonable storage charge.
Warranties and Claims
1. Unless otherwise specified, all merchandise is warranted by Fount to be free from defects in materials and workmanship for the period of time each artist, fabricator or manufacturer provides on its product beginning as of the date of delivery. Artist, fabricator or manufacturer’s warranties will apply with any charge for labor at the prevailing rates. It is expressly agreed that this warranty is in place and in lieu of all warranties of fitness and merchantability.
2. All claims for shortage, damages or mis-shipped merchandise must be made in writing within three (3) days after the receiving date and emailed to firstname.lastname@example.org. In case of drop shipments where product is delivered without installation, Purchaser will be responsible to file necessary freight claims in the event of damage.
1. If any part of these ST&Cs is held by a court or tribunal of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired in any way.
2. This agreement and all the rights and obligations of the parties shall be governed by the laws of the State of California. If Fount retains an attorney to enforce its rights under this agreement, Purchaser agrees to pay reasonable attorneys fees and court costs.
3. Fount retains a security interest in the merchandise until it is fully paid. Purchaser assumes all risk of loss of delivered product and shall not be released from any obligations under this agreement due to product loss, damage, or disrepair following delivery and acceptance.
Arbitration Agreement & Waiver of Certain Rights
1. Purchaser and Fount, Inc. agree that, except as set forth below, both parties will resolve any disputes between the parties (including any disputes between Purchaser and a third-party agent of Fount, Inc.) through binding and final arbitration instead of through court proceedings. Purchaser and Fount, Inc. hereby waive any right to a jury trial of any Claim (defined below).
2. All controversies, claims, counterclaims, or other disputes arising between Purchaser and Fount, Inc. or Purchaser and a third-party agent of Fount, Inc. of any nature whatsoever (a "Claim") will be resolved exclusively by final and binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules").
3. The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.
4. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of regulatory authorities or other governmental agencies, or as specifically permitted by state law.
5. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these ST&Cs including, but not limited to, a claim that all or any part of these ST&Cs is void or voidable.
6. Neither party will commence an arbitration proceeding pursuant to the provisions set forth in this Section unless that party first gives a written notice (a “Dispute Notice”) to the other party setting forth the nature of the dispute. Failure to submit the Dispute Notice shall be grounds to dismiss any arbitration filed by either party.
7. Request for arbitration shall be filed in writing with the other party and with the American Arbitration Association.
8. In no event shall the Dispute Notice or demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations, and both parties agree that the arbitrator shall permit and rule on any dispositive motions, upon prior written application, that dispose of all or part of a claim, related to time barred claims.
9. Unless the parties agree otherwise, discovery will be limited to an exchange of directly relevant documents.
10. Depositions will not be taken except as needed in lieu of a live appearance or upon mutual agreement of the parties. Provided, however, that the arbitrator shall have the discretion to order limited examination by deposition of witnesses, and/or limited written discovery, to the extent the arbitrator deems such additional discovery relevant and appropriate, or for good cause shown by either party. In any event, depositions shall be limited to a maximum of three per party.
11. If Purchaser demonstrates that the costs of arbitration will be prohibitive as compared to the costs of litigation, Fount, Inc. will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive.
12. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. However, except in a case of gross negligence and/or willful misconduct, neither party shall be entitled to recover any indirect, incidental, special, consequential, exemplary, punitive or reliance damages, including, without limitation, whether or not either party has been advised of the likelihood of such damages.
13. This arbitration agreement does not preclude Purchaser or Fount, Inc. from seeking action by federal, state, or local government agencies.
14. Purchaser and Fount, Inc. also have the right to bring qualifying claims in small claims court. In addition, Purchaser and Fount, Inc. retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these ST&Cs, nor a waiver of the right to have disputes submitted to arbitration as provided in these ST&Cs.
15. Neither Purchaser nor Fount, Inc. may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only Purchaser and/or Fount, Inc.'s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
16. If any provision of these ST&Cs is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of the ST&Cs shall continue in full force and effect.
17. If for any reason a claim proceeds in court rather than in arbitration, Purchaser and Fount, Inc. each waive any right to a jury trial.
18. No waiver of any provision of this Section of the ST&Cs will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these ST&Cs.
19. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis.
20. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a "public injunction" and any such "public injunction" may be awarded only by a federal or state court. If either party seeks a "public injunction," all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a "public injunction" in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party's claim or prayer for "public injunctive relief." In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.
21. This Section of the ST&Cs will survive the termination of Purchaser’s relationship with Fount, Inc.
22. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT PURCHASER OR FOUNT, INC. WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
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