1. This Purchase Order (“Order” or “Agreement”) is an offer by the purchaser/customer listed on this Order (“Purchaser”) to purchase the products set forth herein, upon the terms set forth on the reverse side of this Order and below, and is deemed accepted upon receipt of the 50% non-refundable deposit by Alexandra von Furstenberg, LLC (“Seller”), and Seller’s signature on this Order. Upon acceptance, this Order shall constitute a valid, binding, and enforceable contract.
2. All shipments are made at Purchaser’s risk and Purchaser is responsible for all shipping costs. Unless otherwise specifically noted on the reverse side of this Order, partial deliveries are permitted. Terms are F.O.B. Long Beach, CA, and title passes to Purchaser upon the earlier of delivery to Purchaser or carrier. The acceptance of shipment by a common carrier or licensed public truckman shall constitute delivery.
3. This Order must be paid in accordance with the payment terms stated on the front of this Order. Purchaser acknowledges that the products sold by Seller (“Products”) are unique, special made-to-order products, and accordingly the 50% initial deposit is non-refundable. A late fee of 1.5% of the amount due shall be charged to Purchaser in the event payment is not received, as required hereby. All payments shall be made to the address indicated for Seller on the front of this Order. In the event that Purchaser fails to pay this Order as required, Seller will keep the non-refundable deposit and Seller may, at its discretion, (i) cancel any additional Product shipments to Purchaser under this Order, (ii) cancel any other order Purchaser has placed for Products from Seller, and/or (iii) require Purchaser to pay Seller the balance due under this Order.
4. This Order is based on the quantities and prices listed on the face of this Order. Any changes to this Order may result in additional fees and charges to the Purchaser. Changes to this Order can only be made if set forth in a writing signed by both the Seller and the Purchaser.
5. All sales are final. Returns will be accepted for merchandise credit only and only if there is a patent manufacturing defect. Within 10 days of receipt of any Products, Purchaser must deliver to Seller (i) any written claim for any allowances, deductions, or returns, including shortages and shipments inconsistent with the Order and (ii) written notice of any damaged Products, which Purchaser reasonably believes were incurred prior to delivery; otherwise all Products are deemed accepted. The Products may contain or be comprised of lucite or plastic, which may vary in finish and/or texture; such variations are not defects. Seller will use commercially reasonable efforts to repair or replace any damaged or defective Products that are returned in accordance with this Agreement and deliver same to Purchaser within a commercially reasonable time.
6. Under no circumstance shall Seller be responsible for repairing, replacing or extending any allowance or deduction for Product that is damaged after delivery to Purchaser.
7. Purchaser may not display and/or exploit in any manner the marks “Alexandra von Furstenberg,” “AVF” or other Seller intellectual property, or any of Seller’s products, on any website, printed material, or otherwise, without Seller’s prior written authorization. No use of Seller’s intellectual property may be made by Purchaser without Seller’s prior written approval.
8. Purchaser warrants and represents that it is purchasing the Products for personal use only, and that it will not sell any of the Products to any other retailer, jobber, distributor, wholesaler or any other entity for resale to third parties without Seller’s written consent. Purchaser acknowledges that any violation of paragraphs 7 or 8 of this Order will cause irreparable damage to Seller and will entitle Seller to injunctive relief.
9. All Orders are taken subject to delays or non-delivery caused by any reason beyond Seller’s control, and Seller will not be liable for any force majeur or other factors beyond its control.
10. If any provision of this Order is held to be unlawful, the remaining provisions shall remain in full force and effect.
11. The validity, construction, and performance of this Agreement are and shall be governed by the laws of the state of California, without reference to conflict of laws. The sole and exclusive forum for the resolution of any dispute related to this Agreement, whether in tort, contract or inequity, shall be the state or federal courts located in Los Angeles, California.
12. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements between the parties concerning its subject matter.
13. No waiver, amendment, or modification of this Agreement by Seller shall be effective unless in writing and signed by Seller. No failure or delay by Seller in exercising any right, power, or remedy shall operate as a waiver of the right, power or remedy, and no waiver of any term, condition or default of this Agreement by Seller shall be construed as a waiver of any other term, condition, or default.
14. This Agreement is deemed to be drafted jointly by both Purchaser and Seller. Any uncertainty or ambiguity shall not be construed for or against either party based on attribution of drafting.
15. Purchaser and Seller acknowledge that failure of Seller to perform to the terms of this Agreement may cause Purchaser to incur costs, the exact amount of which may be difficult to determine. Nonetheless, under no circumstances shall Seller be liable for any incidental, consequential or exemplary damages relating to its performance or failure to perform pursuant to this Agreement.