Seller’s Standard Terms and Conditions of Sale

Seller’s Standard Terms and Conditions of Sale

1. Orders

All orders are subject to these terms and conditions issued by Partheum Inc., and shall override and exclude any conditions stipulated or referred to by the purchaser. Orders are accepted and delivery estimates given conditionally on our being able to secure the necessary material and without responsibility for delays or nonfulfillment arising through risk and uncertainties, strikes, accidents, force majeure, or any other circumstances outside our control.

2. Selling Price

The prices quoted are net and subject to Sales Tax at the rate ruling at the date of dispatch. Prices will be held firm for deliveries made during the validity period of a quotation. We reserve the right, thereafter, to invoice at the price ruling at the date of dispatch. Prices do not include installation costs. We reserve the right to make an increased charge in the event of suspension of work on equipment by reason of the customer’s instruction.

3. Acceptance

All quotations are subject to written confirmation on receipt of order and are not binding until confirmed.

4. Delivery

Time of delivery is subject to confirmation upon receipt of order. The time of delivery shall not be of the essence of any contract and no responsibility is accepted for delays in delivery however arising. Any provision for penalties for delay in delivery or otherwise are hereby excluded.

5. Terms of Payment

Partheum Inc.’s terms of payment require that re-sale customer accounts must be paid in full within 30 days of the invoice date unless otherwise agreed in writing and is subject to satisfactory credit references. Orders from non-re-sale customers can only be accepted when accompanied by payment in full. We reserve the right to charge interest on past-due accounts at the rate of 12% per month. All prices are strictly net.

6. Defects

Partheum Inc. provides a 10 year warranty on carpets and rugs against defects measured from the date of delivery. Defect means failure of the product to meet our product specification due to faulty materials and/or workmanship at the time of manufacture. Partheum Inc. disclaims and excludes any liability or responsibility for product damage or alteration arising from improper installation. Defect does not mean normal wear and tear, damage caused by animals, tears, spills, cuts, pilling, shedding, matting, crushing, damage from burns, damaging lighting, and/or improper maintenance or cleaning methods, or damage or alteration caused by any other external force or cause applied to the product after manufacture, including but not limited to improper installation, misuse or misapplication.

Defective goods or parts will be repaired, or, at the option of Partheum Inc., replaced free of charge. Under all circumstances, where Partheum Inc. chooses to replace a product, it may, in its sole discretion provide an equivalent if a new original is unavailable or impractical to obtain. Return shipment of a repaired or replacement product shall be at customer’s prepaid cost and risk.

Requests for warranty action will not be honored under any circumstances after the 10th anniversary of delivery.

Requests for warranty action on products must be in writing, Verifiable proof of sale and delivery date, must accompany the product returned to Partheum Inc. for examination, or at our option, be presented upon inspection of the product by our service engineers, or at our option, be presented with accompanying photographs (which have sufficient clarity) depicting the purported defective condition. Partheum Inc. reserves the right to alter or change these warranty action requirements in its sole discretion to meet the circumstances of a given request.

Where product(s) are returned to us pursuant to a warranty action request they shall be sent to Partheum Inc., freight pre-paid and at customer risk, to the Warranty Officer, Partheum Inc. 14143 N. Washington Hwy, Ashland, VA 23005.

Returns of Conforming Products may only occur with prior written approval of Partheum Inc.

If goods arrive damaged, then both the carrier and Partheum Inc. should be notified at once in order to allow Partheum Inc. to institute the appropriate claim with the carrier and make arrangements for securing the evidence, as appropriate, for the claim to the carrier and possibly for resale/salvage to mitigate damages.

7. Liability for non-delivery or damage in transit

Claims for non-delivery must be made to Partheum Inc. within 7 days from the date of the invoice. Damage or discrepancy must be notified to the carrier upon receipt of goods and to Partheum Inc. within 24 hours of receipt of goods.

8. Photographic images and promotional copy

Photographic images and associated copy supplied by Partheum Inc. are subject to the terms of the license agreement. This license agreement grants the reseller full rights of reproduction provided that they are used solely to promote products purchased from Partheum Inc. or its subsidiaries. All images and copy are provided in good faith but Partheum Inc. does not accept any liability for any error or omission. To this end we strongly recommend the submission of any page layouts to Partheum Inc. prior to print.

9. Insurance

Goods supplied by Partheum Inc. shall be at the customer’s risk immediately on delivery.

10. Title of Goods

The title to goods sold hereafter by Partheum Inc. shall not pass to the purchaser until all sums owed by the purchaser to Partheum Inc. shall have been paid in full, whether such sums are due as the purchase price of the goods sold by this contract, or from any other contract or any other reason. In case of default in payment the company shall be granted access rights in order to repossess the goods.

11. Shipping

All prices are quoted F.O.B. Ashland, VA 23005 unless otherwise stated. We will always endeavor to deliver to a ground floor reception. However this is dependent on load and type of access and we reserve the right to transfer the goods to the customer at the nearest practical point.

12. Design

Partheum Inc. reserve the right to modify or change the design of any of the products illustrated in the catalogue in the interests of progress.

13. Copyright and Indemnity

All drawings and tracings prepared by Partheum Inc. are its property and copyright. Such drawings and tracings must not be published or disclosed without Partheum Inc.’s written permission and must be regarded as confidential.

Special orders for equipment carried out to customer’s own specifications are accepted on the understanding that any infringement of patents or copyrights are their responsibility. Our acceptance of a customer’s order shall thereupon bind him to indemnify Partheum Inc. from and against all claims and demands and costs incurred by it in respect of any such infringement.

Where goods are made to customer’s own specifications (hereafter called ‘the goods’), including where Partheum Inc. has interpreted the customer’s requirements in the absence of specific data, it is the customer’s responsibility to satisfy himself of the fitness for purpose for the application for which the goods are intended. Provision of the goods under these circumstances specifically excludes Partheum Inc. from any liability for advice on suitability for a particular application. Advice is neither given nor implied to be given under any circumstances. Our acceptance of any such order shall thereupon bind the customer to indemnify Partheum Inc. from and against all claims, demands, losses and costs incurred in respect of any action taken against Partheum Inc. in respect of the goods.

14. Cancellation

We cannot accept cancellation of orders for goods made specifically to customer’s requirements. We reserve the right to make a minimum cancellation charge of $25 plus 25% of the price of goods on orders from our listed products and to charge for return shipping where applicable. Orders shall not be cancelled or amended unless so agreed in writing and upon terms which provide indemnity against any loss incurred by Partheum Inc. as a result of cancellation.

15. Return of Goods

Any goods supplied in accordance with a customer’s order but which are subsequently returned will only be credited provided that our written agreement to the return of goods has been obtained and the goods are returned undamaged in their original packaging. Partheum Inc. will charge a restocking fee of $25 plus 25% of the price of goods returned to cover the costs of administration and shipping. If goods are returned damaged or not in their original packaging they will be retained for 14 days and the customer will be given the option to collect the goods.

After this time the goods will be destroyed. The handling charge will still apply.

16. Trade Mark

All products marked with the Partheum Inc.’s Trade Mark or any other trade name owned by Partheum Inc. e.g. Children of the World™, Under the Sea™, Back to Nature™ etc. are genuine. All trademarks must be acknowledged.

17. Limitation of Liability

To the full extent allowed by law Partheum Inc. limits and excludes all liability to purchaser and/or any third party for consequential damages allegedly arising from or caused by the products sold or delivered under this contract, or their use. Under no circumstances shall Partheum Inc. have any liability to purchaser under any theory for special, incidental, indirect, consequential, punitive, exemplary or other damages under any suit or claim arising from this contract. Purchaser’s damages under this contract shall be limited in all circumstances to the remedies provided under the limited warranty at paragraph 6 of these Terms and Conditions, and allowable damages under this contract shall, under no circumstance exceed the value of the contract.

18. Contract Law

All contracts between Partheum Inc. and its customers are deemed to be made in the USA and are governed by the laws of the Commonwealth of Virginia.

© 2012 Partheum Inc. Corporate Office: 605 Mineral Ave, Suite 3520, Mineral, VA 23117