Terms and Conditions
All transactions with WILLEM SMITH & Company, LLC dba WILLEM SMITH FurnitureWorks (“WILLEM SMITH”) are subject to the following TERMS and CONDITIONS.
Entire Agreement
Acceptance of orders is based on the express condition that the Buyer agrees to all of the terms and conditions contained herein. Issuance of an initial payment (either a deposit or the full balance) by the Buyer will constitute the Buyer's assent to these terms and conditions. No terms or conditions in any way adding to, modifying or otherwise changing the provisions stated herein shall be binding unless made in writing and signed and approved by an officer of WILLEM SMITH.
Pricing and Payment
Trade prices are confidential and reserved for design industry professionals and furniture resale establishments with valid sales tax exempt certificates.
No changes or cancellations are accepted after WILLEM SMITH‘s receipt of a Purchase Order with accompanying payment. An order, once manufactured, will be shipped upon receipt of payment for any open balance and anticipated freight charges. Balances must be paid within 30 days or will be subject to penalties. Ready-to-ship dates, whether conveyed informally or in writing, are only estimates.
WILLEM SMITH accepts cash and personal checks (with photo identification) for deposits. WILLEM SMITH also accepts Visa, MasterCard and American Express but will pass the processing fees through to the Buyer. Checks are to be made payable to WILLEM SMITH.
Taxes
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be the responsibility of the Buyer.
Shipping/Freight, Inspection, Warehousing, Delivery and Installation Fees
These fees are the responsibility of the Buyer. Freight from the manufacturer to the Buyer’s receiving warehouse is the client’s responsibility. Note that these charges may not appear on the original estimate, invoice or acknowledgement and that they vary significantly depending on the location of the manufacturer’s facilities and the size of the items. Receiving warehouses have different fee schedules for, among other services, receiving, unwrapping, inspection, disposal of packing materials, storage, assembly and in-home delivery. Please verify the applicable fees with your receiving firm prior to placing an order.
Receiving
It is the responsibility of the Buyer (or their appointed agent) to thoroughly inspect the shipment for any visible shipping damage and for accuracy of materials ordered while the driver is on site during delivery. Discrepancies and damage must be noted on the freight carrier delivery receipt. Notify the carrier at once. All damaged cartons should be saved until the claim, if any, is settled.
It is the client’s responsibility to handle any claims of damage, concealed damage or missing items directly with the carrier. Typically, delivery carriers must be notified, in writing, of a possible claim within 48 hours of the acceptance of the shipment.
All other claims, including defects, shortages and errors, must be made in writing within 2 business days after receipt of merchandise. Failure to make any claim within such 2 business day period shall constitute acceptance of the merchandise and a waiver of any such claims.
Force Majeure
All quoted completion and delivery dates are estimates only. WILLEM SMITH shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond WILLEM SMITH's reasonable control.
Returns and Refunds
Showroom inventory purchased without discount (other than a professional trade discount) may be returned in its original condition for a full refund within seven (7) days of pick-up or delivery. Delivery/shipping fees are not refundable.
All sales marked as ‘As Is’ or in any manner exceptionally discounted are final and cannot be returned or refunded.
No returns are accepted on custom items or custom orders.
Sales of a manufacturer’s stock furnishings cannot be refunded unless the manufacturer has a published return policy. These policies typically (i) apply only to current stock items, (ii) require that the customer pay all shipping costs, and (iii) assume that the items are received at the manufacturer’s premises in their original condition.
Limited Warranty
For WILLEM SMITH products, WILLEM SMITH offers a one-year limited warranty on all its furniture. For individual components, note the item (limited warranty period): frames and springs (5 years), recliner and sleeper mechanisms (3 years), fabric and leather (1 year), cushioning (1 year). Note that across all components the labor warranty period is one year.
Exclusions from covered warranty items, unless explicitly noted to the contrary, include but are not limited to damage resulting from improper or abnormal use, other misuse, delivery or transportation damage, inadequate or incorrect maintenance such as excessive soiling or improper or unapproved cleaning methods, defects caused by protective coatings, fading or other sun-related damage, damages resulting from household humidity, damages and deterioration from liquids, chemicals, pets, modifications or foods, non-residential use, floor samples or items sold ‘as is’and items purchased second-hand or through third parties.
Normal wear and tear, accidents and negligence are expressly not warranted.
For non-WILLEM SMITH products, WILLEM SMITH does not offer any warranty but is committed to assisting its clients in addressing a warranty issue with the respective manufacturer. WILLEM SMITH reserves the right to inspect merchandise on site on behalf of a manufacturer.
Fabric: Fabric warranties are specific to the manufacturer. Typically this warranty addresses seams, slippage and fraying but does not include wrinkling, fading, pilling, shrinking, dye lot variation and normal wear and tear. For some fabrics, particularly those with texture, wrinkles, slubs and knots are natural characteristics of the fabric and should not be considered as defects.
Upholstery Cushions: Bear in mind that a softening and settling of foam, polyester, down, feathers and down/feather/polyester blends and other core material will occur over the life of an upholstered piece and therefore these phenomena are not covered by any warranty.
Leather: Natural variations occur in dye lots and within dye lots between hides. Certain leather collections have more or less surface preparation and are finished to differing degrees in the manufacturing processes; some series will have greater variations as an inherent and valued characteristic of that product.
Natural, Stained and Painted Wood Finishes: Not only are many of these finishes applied by hand but natural variations occur within the dye lots and in wood grains resulting in some uniqueness in every piece. These subtle variations are usual and customary and therefore these phenomena are not covered by a warranty.
Defective products will be repaired (to ‘new’ condition) or replaced as expeditiously as possible but may require the standard production period.
Bear in mind that many of the products available through WILLEM SMITH are hand-crafted by skilled artisans. Slight variations in dimensions, detail and construction may occur.
Please direct any questions regarding policies customary to the wholesale trade process to your design consultant or directly to info@willemsmith.com.
All prices, policies, terms and conditions are subject to change without notification.
Limitation of Remedies. Neither Manufacturer nor Seller shall be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other cause with respect to the goods or this agreement, whether such claim is based upon breach of contract, strict liability in tort, negligence or any other legal theory.
Seller’s liability hereunder in any case is expressly limited, at manufacturer’s election, to repair or replace (in the form originally ordered) of goods not complying with this agreement, or to the repayment of, or crediting buyer with, an amount equal to the purchase price of such goods.
Remedies Upon Default. Seller requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Seller may, at its option, cancel any unshipped portion of this order, retain the goods and declare a forfeiture of the deposit as liquidated damages. In the alternative, Seller shall (in addition to thither remedies available under any applicable Uniform Commercial Code or otherwise by law) have the right to appropriate and apply the goods to payment due hereunder. Seller may proceed to sell or otherwise dispose of the goods at public or private sale for cash or credit. Any proceeds of the goods may be applied by the Seller to the payment of expenses and costs to exercise Seller’s rights hereunder, and any balance of such proceeds, shall be applied against Buyer’s account in such order as Seller shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid accounts.
Exclusions: All of the Manufacturer’s drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Seller’s catalogues, price lists or advertisements are close approximations only and intended to give a general description of the goods an shall not form part of this agreement. Furniture and furnishings are handmade or have a handmade element and are therefore subject to slight variations.
Waiver. Waiver by Manufacturer or Seller of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time.
Severability. In the event that any one or more of these terms and conditions is held invalid, illegal or unenforceable, such provision(s) shall be severed and the remaining terms and conditions shall remain binding and effective.