1. CONTRACT TERMS
These terms and conditions constitute an integral part of any offer made by Vito Italia Inc. (together with its subsidiaries, "Vito Italia") to sell products ("Products") to Purchaser and shall govern the sale of the products. Vito Italia objects to any additional or different terms.
An order shall be binding on Vito Italia only after an order confirmation has been issued by Vito Italia. Acceptance is expressly made conditional on purchaser's acceptance of these terms and conditions. Any variation in these terms and conditions (including, but not limited to, the inclusion of Purchaser's own terms and conditions of purchase on any purchase order issued by Purchaser in response to and/or referencing Vito Italia's quotation) shall not be deemed to be a part of the terms of sale of the Products to Purchaser and shall not be binding upon Vito Italia, and acceptance of delivery of the Products shall constitute Purchaser's acceptance of Vito Italia's terms and conditions.
All prices as noted on the order confirmation are ex showroom (323 Race Street, Unit A, Philadelphia, PA 19106). Prices do not include shipping and handling charges, in-transit insurance, storage charges, sales or other taxes, local delivery, additional crating or installation.
All quotes are valid for 30 days from the day issued unless otherwise noted. If product specifications are changed, any relevant new pricing will apply. All price quotes are subject to change based on subsequent changes in selection of product specifications, including (but not limited to): availability, fabric selection, finish selection, options, product dimensions, and fabrication materials.
5. PRODUCT SPECIFICATION
All dimensions in the product specification made available to Purchaser are approximate, and all photographs are for illustrative purpose only and may not match exactly to the product itself. Photographs do not comprise any contractual warranty on the part of the Vito Italia and should not be relied upon by the Purchaser or end user as an exact representation of the products.
- Vito Italia primarily deals in furniture manufactured in genuine leather and genuine wood veneer. Genuine wood veneer will vary in colors and contains natural characteristics such as knots and graining. This is a result of using natural materials in the manufacturing process and is not considered defect. Similarly, fabrics and leather may vary in color from store samples due to variation in dye lots. Genuine leather contains natural characteristics like stretch marks, natural marks, colors variations, and natural grain variations (in some grades); these are not defects, but proof of authentic natural genuine leather.
- Orders are subject to the acceptance of Vito Italia with the insurance of formal order confirmation. Orders will not be accepted by Vito Italia or be put into production until all necessary information and a 50% deposit are received.
- Purchase orders must include: 1) Item name, 2) color, 3) quantities, 4) dimensions, if applicable, 5) all other specifications as required, including but not limited to, finishes and options. All custom orders must be clearly marked CUSTOM, and must include exact information as to changes to be made.
- Order confirmations are final, binding, and may not be cancelled by Purchaser. Any subsequent requests for changes must be made in writing and are subject to Vito Italia's ability to conform.
6.2 CANCALATION OF ORDER
Custom ordered furniture and accessories are manufactured based on the unique configuration preferences. Hence, cancelations after three days of placing the order will result in a 50% re-stocking fee.
- Any sales, use, or manufacturer's tax which may be imposed upon the sale or use of Products, or any property tax levied after readiness to ship, or any excise tax, license or similar fee required with respect to the sale of products to Purchaser herewith shall be in addition to the quoted prices and shall be paid by Purchaser.In a wholesale-only transaction where merchandise is to be resold, sales tax or other taxes to be collected and reported are the responsibilities of the customer/reseller. Resale certificate must be submitted to Vito Italia.
8. FINAL PAYMENT
All balances are due in full, including shipping cost when applicable, before products are released for shipping with absolutely no exceptions. If payment is not made within 30 days from the date of the final invoice, Vito Italia reserves the right to transfer the products to storage with the costs of transfer and storage to be charged to the Purchaser. The Purchaser bears the risk of loss or damage and all costs incurred by such transfer and storage. In the event the balance is not paid within 30 days, the deposit paid by the purchaser will be forfeited and the Products will become the sole property of Vito Italia with no refund of deposit entitled, unless agreed to in written terms and accepted by Vito Italia.
Purchaser confirms awareness that all Products are manufactured abroad and manufactured specifically for the Purchaser. Manufacturing of Products commences only after a deposit is made to Vito Italia and an order confirmation is sent to Purchaser. Products are then manufactured abroad and, upon completion, shipped from abroad, meeting all customs procedures upon arrival in the United States. Product is released for shipment to Purchaser only after the final payment is made. Therefore, Vito Italia makes no guarantee of the time when the Products will arrive in the United States or when the Products will be shipped to Purchaser. In addition, Vito Italia may not be liable for any delay in delivery, including but not limited to: Strikes, accidents, war, terrorism, fire, power supply, weather, manufacturer breakdown, delays in international transportation of goods, or unavailability of raw materials.
10. SHIPPING AND HANDLING
Freight is the responsibility of Purchaser. All Products are shipped prepaid. Purchaser will be notified in advance of charges and will have the option of choosing a carrier. It is the responsibility of Purchaser to determine that the size of any orders will be suitable for access to destination area. It is the responsibility of Purchaser to determine and notify Vito Italia if orders are to be shipped to a residence or dock.
11. PARTIAL SHIPMENTS
Vito Italia reserves the right to make partial shipments as products are ready, and invoices covering these shipments are to be paid as they become due.
Final inspection shall be at the ship to delivery site indicated on the order confirmation. Any perceived defects must be reported to Vito Italia upon Products arriving at the delivery site. Freight claims are the responsibility of Vito italia. Vito italia reserves the right to determine the validity of alleged manufacturing defects and their ultimate resolutions. All original packaging must be available and all signed freight/air bills must be supplied immediately to Vito italia as well as photographs of the damages.
13. DAMAGE CLAIMS
- Before accepting Products from the carrier, Purchaser is strongly encouraged to examine the shipment carefully. If there is any visible damage to the shipment, Purchaser will make a notation on the bill of lading before signing his or her name. Claims for damage or shortage by delivery carrier should be filed with the carrier by the purchaser within 7 days of delivery. Purchaser is protected for "concealed damage" only if he/she filed a claim with his/her carrier within 7 days from receipt of the Products. Failure to do so will constitute full acceptance of the Products.
- No claim of any kind, whether as to the Products delivered or for non- delivery of Products, and whether based on negligence or otherwise, shall be greater in amount than the purchase price of the Products in respect of which such damages are claimed. Failure to give notice of claim within 7 days of delivery or the date fixed for delivery, as the case may be, shall constitute a waiver by the Purchaser of all claims in respect of such Products. The remedy provided herein shall be the exclusive and, sole remedy of Purchaser, and is subject to Section 17 below.
- No return of products will be accepted without prior written consent and return shipping instructions from Vito Italia. Unauthorized returns will be refused and returned freight collect. Vito Italia reserves the right to demand photographs of damaged Products and the right to choose a qualified representative to make an inspection of the Products to be returned. Purchaser will contact Vito Italia within 3 days of the delivery to receive a return authorization (RA) number in order to arrange for returns. All returns are accepted with a 50% restocking fee. With respect to Products damaged on the shipment, such damaged items must be in their original packaging, including all original packing materials.
- There will be no reimbursement of shipping charges to or from Vito Italia for any return.
15. LIMITED PRODUCT WARRANTY
Vito Italia warrants to the Purchaser or, for Products purchased from a Vito Italia authorized reseller, to the original end-user that the Products, subject to Section 5 above, will conform to the Vito Italia written product specifications that was made available to the Purchaser from the date of shipment for 30 days from the date of shipment. Or/if longer, the period stated in the written product specifications during the warranty period, Vito Italia will, at its option: (1) replace the Product with a comparable Product, or (2) refund the amount Purchaser paid for the Product upon its return. The foregoing states Purchaser's sole and exclusive remedy, and Vito Italia's sole and exclusive obligation, with respect to a breach of the warranty set forth above. In order to receive the benefit of this warranty, Purchaser must follow Vito Italia's warranty processes. Purchaser is responsible for properly packaging the Product, paying all shipping costs, loss or damage to the product during shipping, and any other taxes, fees or charges associated with transporting the product to Vito Italia's service facility. Purchasing additional Products from Vito Italia does not extend Purchaser's warranty period. If Vito Italia asks purchaser to return defective Products, Purchaser will do so within 7 days after receipt of the replacement Products; Vito Italia will charge Purchaser for replacement products if Purchaser fails to do so. THIS LIMITED WARRANTY COVERS NORMAL USE. VITO ITALIA DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY MISUSE, ABUSE, ACCIDENTS, UNAUTHORIZED SERVICE OR PARTS, OR THE COMBINATION OF VITO ITALIA BRANDED PRODUCTS WITH OTHER PRODUCTS. THIS LIMITED WARRANTY DOES NOT COVER NON-VITO ITALIA BRANDED PRODUCTS. ANY WARRANTY APPLICABLE TO NON-VITO ITALIA BRANDED PRODUCTS IS PROVIDED BY THE ORIGINAL MANUFACTURER.
16. DISCLAIMER OF WARRANTIES
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, VITO ITALIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE TERM OF ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED IS LIMITED TO ONE YEAR.
17. LIMITATION OF LIABILITY
VITO ITALIA'S MAXIMUM LIABILITY TO PURCHASER IS LIMITED TO THE PURCHASE PRICE PAID FOR THE APPLICABLE VITO ITALIA BRANDED PRODUCT(S). IN NO EVENT SHALL VITO ITALIA BE LIABLE TO PURCHASER FOR PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR OTHER CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OTHER THAN THOSE DAMAGES THAT ARE INCAPABLE OF LIMITATION, EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.
THIS AGREEMENT GIVES PURCHASER SPECIFIC LEGAL RIGHTS, AND PURCHASER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO PURCHASER.
All designs and images shown in Vito Italia catalogs or otherwise are marketing materials and are the sole property of Vito Italia, its parent and affiliates. Such designs and images may not be duplicated or copied.
The sale of the Products and this terms and conditions form shall be interpreted under the laws of the state of Pennsylvania, without giving effect to conflicts of law rules. The waiver by Vito Italia of any breach or failure by Vito Italia to enforce any of the terms or conditions contained herein shall not in any way affect, limit or prevent Vito Italia's right thereafter to enforce and compel strict compliance with each and every term or condition contained herein.