Terms and Conditions:
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE. YOUR USE OF THIS WEB SITE, AND YOUR PLACEMENT OF ANY ORDER, CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THIS WEB SITE AND DO NOT PLACE ANY ORDER WITH BW MODERN.
Your Acceptance of this Agreement. This Agreement is entered into between you and BW Modern. ("COMPANY") for the purchase and sale of certain products (the "Products"). This Agreement shall be deemed accepted by you upon your use of this Web Site and/or your placement of an order for any Products with COMPANY. Acceptance of this Agreement shall be limited to these Terms and Conditions, and this Agreement shall constitutes and represent the entire agreement between you and COMPANY with respect to the subject matter hereof, with all other prior agreements, covenants, promises, and conditions, whether verbal, written, or otherwise, between you and COMPANY being merged and incorporated herein. You hereby acknowledge that you have not relied upon any other promise, representation, or warranty other than those expressly contained herein. Scope of Work. COMPANY shall manufacture and deliver the Products ordered by you in accordance with these Terms and Conditions and your specifications. Any changes or revisions to the Products ordered, or to your specifications, shall be at your sole cost and expense. The purchase price for the Products ordered is based upon the specifications provided by you and is subject to change based upon any changes in the Products requested by you or deemed necessary or convenient by COMPANY. You hereby agree to indemnify and hold COMPANY harmless from any and all claims for patent infringement or other intellectual property claims related to the Products ordered and/or resulting from COMPANY's performance hereunder including, without limitation, any damages which result from such claims. Unless otherwise specified by COMPANY, all stainable products are sanded to a 180 grit finish. COMPANY makes no representations, warranties, or guarantees of any kind that the finish sand will be optimal for all stains, lacquers, glazes, and the like. Some finishes require special sanding and/or preparation, and COMPANY shall not be responsible or liable for Products after finishes are applied. It is your sole responsibility to ensure that any desired finish is achieved with respect to the Products. It is also your responsibility to ascertain and obey all applicable local, state, federal, and international laws with regard to the possession, use, and/or sale of any item purchased through this Web Site or otherwise from COMPANY. By placing an order, you represent that the Products ordered will be used only in a lawful manner, and you shall be solely responsible for any violation of federal, state, local laws or international laws and/or regulations that occur as a result of your use of the Products. Payment Terms. The total purchase price for the Products ordered shall be specified by invoice unless otherwise modified pursuant to these Terms and Conditions. You acknowledge and agree that title to all Products ordered shall remain with COMPANY until payment of the total purchase price for such Products is received by COMPANY in full. Until you have delivered full payment of the total purchase price to COMPANY, COMPANY shall have the right at any time and without notice to enter the premises where such Products are situated and take possession of the same. The total purchase price must be paid at the time of order. Any amounts not timely paid by you in accordance with these Terms and Conditions shall bear interest at the rate of 24% per annum until paid in full. COMPANY accepts payment in the form of cash, check, visa, mastercard, and/or discover card. Delivery of Products. Delivery of all finished Products shall be made by (i) you picking the Products up from COMPANY place of business or another location designated by COMPANY; (ii) COMPANY placing the Products in the possession of a carrier approved by COMPANY for delivery; or (iii) COMPANY delivering the Products to you. You shall bear the risk of loss for all Products from the time said Products are placed in the possession of any person or entity other than COMPANY including, without limitation, yourself, and you shall indemnify and hold COMPANY harmless from any damage or casualty to the Products which results after the risk of loss has passed to you as set forth above. In addition to the total purchase price for the Products, you shall be solely responsible for any and all costs related to the shipment and delivery of the Products including, but not limited to, the costs of freight, insurance, and storage, if any. Inspection of Products. Upon your receipt of the Products, you agree to immediately inspect the same for shortages, defects, and nonconformities with your specifications. You shall be solely responsible for any and all expenses related to the inspection of the Products including, but not limited to, the expense of unpacking, examining, repackaging, and/or storing the Products. Any Products claimed by you to be defective or nonconforming shall be returned to COMPANY for COMPANY's inspection within 15 days from the date of your receipt of the Products. Any claims by you for shortage or defects in or nonconformance of the Products must be presented to COMPANYin writing within 15 days from the date of your receipt of the Products. If you fail to comply with any provision of this paragraph with regard to any claim for shortage, defects, and/or nonconformity, then such claims shall be deemed waived and forever barred and you shall be deemed to have accepted such Products without qualification and irrespective of any shortage, defect, or nonconformance. No Products may be credited or replaced unless you have complied with each of the the provisions of this paragraph and COMPANY has thereafter authorized the credit or replacement of such Products. Notwithstanding the foregoing, COMPANY shall be under no obligation to credit or replace any Product(s) after finishes have been applied to such Product(s). DISCLAIMER OF WARRANTIES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ARE PURCHASING THE PRODUCTS "AS IS" AND "WITH ALL FAULTS." IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, AND/OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO THE PRODUCTS PROVIDED BY COMPANY INCLUDING, BUT NOT LIMITED TO, THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SAID PRODUCTS, AND YOU ASSUME ALL RISKS WITH RESPECT TO ALL MANNER OF EXPECTATIONS OR PERFORMANCE, SAFETY OF OPERATION (OR LACK THEREOF), PRODUCT QUALITY, AND INSTRUCTIONS OR WARNINGS (OR LACK THEREOF). WITHOUT LIMITING THE FOREGOING, COMPANY HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ANY DISCLOSURE BY COMPANY DOES NOT IMPLY THAT COMPANY HAS DISCLOSED ALL INFORMATION CONCERNING THE PRODUCTS PROVIDED BY COMPANY, NOR DOES ANY DISCLOSURE CREATE AN OBLIGATION UPON COMPANY TO DISCLOSE ALL INFORMATION CONCERNING SAID PRODUCTS. COMPANY MAKES NO REPRESENTATION OR WARRANTY TO YOU OR ANY OTHER PERSON OR ENTITY THAT PURCHASE OR USE OF THE PRODUCTS WILL RESULT IN A SUCCESSFUL BUSINESS OR OTHER ENDEAVOR. Indemnification of COMPANY. COMPANY shall not be liable to you, your affiliates, directors, officers, employees, agents, or other representatives, or to subsequent purchasers or ultimate users of the Products, or to any other person or entity for any claims, liabilities, losses, demands, suits, damages, or expenses including, without limitation, reasonable attorney(s) fees and expenses, and liabilities of whatsoever kind or nature imposed on, incurred by, or that may be asserted against any of the foregoing in connection with or arising out of the performance, safety, manufacture, or use of the Products. You specifically agree to indemnify and hold COMPANY harmless against any claims, liabilities, losses, demands, suits, damages, and expenses including, but not limited to, reasonable attorney(s) fees and expenses, and liabilities of whatsoever kind or nature imposed on, incurred by, or that may be asserted against COMPANY in connection with or arising out of the performance, safety, manufacture, or use of the Products. Limitations of Liability. Neither COMPANY, nor any of its affiliates, assumes any responsibility, or will be liable, for any damages to, or any viruses that may infect, your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing this Web Site, or your downloading any information or materials from this Web Site. In no event will COMPANY or any of its respective officers, directors, employees, shareholders, affiliates, agents, successors, or assigns, nor any party involved in the creation, production, or transmission of this Web Site, be liable to you or anyone else for any indirect, special, punitive, incidental, or consequential damages (including, without limitation, those resulting from lost profits, lost data, or business interruption) arising out of the use, inability to use, or the results of use of this Web Site, any web sites linked to this Web Site, or the materials, information, or services contained on any or all such web sites, whether based on warranty, contract, tort, or any other legal or equitable theory, and whether or not advised of the possablity of such damages. In the event of any problem with this Web Site or any content, you agree that your sole remedy is to cease using this Web Site. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY FOR THIRD PARTY PRODUCTS. COMPANY DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY OF THE PRODUCTS ORDERED THROUGH THIS WEBSITE PERTAINING TO THIRD PARTY VENDORS. AS A RESELLER, COMPANY PROVIDES THE WEBSITE, ORDERS, AND PRODUCTS “AS IS” AND DOES NOT WARRANT ITS EFFECTIVENESS, USEFULNESS OR RELIABILITY. YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, AND/OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO THE PRODUCTS PROVIDED BY THIRD PARTY VENDORS INCLUDING, BUT NOT LIMITED TO, THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SAID PRODUCTS, AND YOU ASSUME ALL RISKS WITH RESPECT TO ALL MANNER OF EXPECTATIONS OR PERFORMANCE, SAFETY OF OPERATION (OR LACK THEREOF), PRODUCT QUALITY, AND INSTRUCTIONS OR WARNINGS (OR LACK THEREOF). IN NO EVENT SHALL COMPANY OR ITS AGENTS OR AFFILIATES BE LIABLE TO YOU OR OTHER THIRD PARTIES FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, MULTIPLE OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION AND LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. Use of this Web Site. The design of this Web Site and all text, graphics, information, content, and other material displayed on or that can be downloaded from this Web Site are protected by copyright, trademark, and other laws and may not be used except as permitted in these Terms and Conditions or with prior written permission of the owner of such material. You may not modify the information or materials displayed on or that can be downloaded from this Web Site in any way or reproduce or publicly display, perform, or distribute or otherwise use any such information or materials for any public or commercial purpose. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations. Trademarks. Certain trademarks, trade names, service marks, and logos used or displayed on this Web Site are registered and unregistered trademarks, trade names, and service marks of COMPANY or its affiliates. Other trademarks, trade names, and service marks used or displayed on this Web Site are the registered and unregistered trademarks, trade names, and service marks of their respective owners, including COMPANY and its affiliates. Nothing contained on this Web site grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks, or logos displayed on this Web Site without the written permission of COMPANY or such other owner. Inappropriate Material. You are prohibited from posting or transmitting any unlawful, threatening, defamatory, libelous, obscene, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that COMPANY may have at law or in equity, if COMPANY determines, in COMPANY's sole discretion, that you have violated or are likely to violate the foregoing prohibitions, then COMPANY may take any action which COMPANY deems necessary to cure or prevent the violation including, but not limited to, the immediate removal of the related materials from this Web Site. COMPANY will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing COMPANY to disclose the identity of anyone posting such materials. User Information. Terms and Conditions. These Terms and Conditions may be revised at any time and from time to time by COMPANY updating this posting. You should visit this page from time to time to review the then current Terms and Conditions because they are binding upon you. Certain provisions of these Terms and Conditions may be superseded by legal notices or terms located on particular pages of this Web Site. No modification of these Terms and Conditions shall be affected by the acknowledgement or acceptance of any purchase order or other form(s) containing terms and conditions at variance with or in addition to those set forth herein. Termination. COMPANY may suspend or terminate your account or your use of this Web Site at any time, for any reason, or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to suspension and/or termination. COMPANY reserves the right to change, suspend, or discontinue all or any aspect of this Web Site at any time without notice. Force Majeure. COMPANY shall not be in default or breach of these Terms and Conditions, or of any other agreement, for any delay or failure to perform due to causes beyond COMPANY's control including, but not limited to, acts of God, fire, earthquake, flood, explosion, strike, labor disturbance, civil commotion, acts of government, government agencies, and/or government officials, or any shortage or failure or delays in the delivery materials, supplies, labor, and/or equipment. Waiver. A waiver by COMPANY of any provision of these Terms and Conditions, whether in writing or by course of conduct or otherwise, shall be valid only in the instance for which it is given, and shall not be deemed a continuing wavier of said provision, nor shall it be construed as a waiver of any other provision hereof. Titles and Headings. Titles and headings of paragraphs of these Terms and Conditions are for convenience and reference only, and shall in no way define, limit, or otherwsie affect the construction of any provision hereof. Governing Law. These Terms and Conditions, and all matters related hereto including, but not limited to, any matter or dispute arising out of these Terms and Conditions, your use of this Web Site, and/or the Products shall be interpreted, governed, and enforced according to the laws of the State of Utah, and you hereby consent to the jurisdiction of the First Judicial District Court, Box Elder County, State of Utah. Further Instruments. You hereby agree to execute such additional documents and take such further actions as may reasonably be required to carry out each of the provisions and the intent of these Terms and Conditions. Attorney(s) Fees. In the event that you or COMPANY brings suit to enforce or interpret these Terms and Conditions, or brings suit for damages on account of the breach hereof, or in the event that you or COMPANY brings suit with regard to any matter concerning this Web Site or the Products, the prevailing party shall be entitled to recover from the other party or parties the prevailing party's reasonable attorney(s) fees and costs incurred in any such action in addition to any other relief to which the prevailing party is or may be entitled. Severability. Whenever possible, each provision of these Terms and Conditions and every related document, if any, shall be interpreted in such manner as to be valid under applicable law; however, if any provision of these Terms and Conditions is invalid or prohibited under said applicable law, then such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the remainder of such provision or the remaining provisions hereof. You do hereby declare that you are a legitimate cabinet shop with the ability and resources to assemble and finish products. Additional Information. If you do not understand any of the foregoing Terms and Conditions, or if you have any questions or comments, please contact COMPANY for additional information. This price does not include shipping. You will receive a confirmation email and which may include a price increase for shipping. COMPANY warrants it's cabinet boxes to be free from defects in materials and workmanship, to be machined at proper sizes and specs, but does not make any further warranty either expressed or implied. Modifications and adjustments to catalog items may be subject to additional charges. In the case that you request special modifications, COMPANY will modify the price (additional design fees at the rate of $50 per hour will be applied). We will continually seek and implement ways to reduce these costs by building our catalog and appreciate your continual insight and communication.