TERM AND CONDITIONS APPLICABLE TO SALE:
This is a legally binding agreement which becomes effective upon the customer signing the sales ticket. All deposits are non-refundable and shall be forfeited as liquidated damages should Customer cancel this agreement at any time prior to the commencement by Sofa Biz of the work specified in this agreement since each piece of merchandise subject to this agreement is unique and will be produced to the specifications of the Customer. Once work has begun on such merchandise, Customer shall be fully liable to Sofa Biz for the full contract price regardless of Customer’s subsequent refusal to accept delivery thereof. The unpaid balance of the contract price shall be due and payable upon delivery of the merchandise, or upon the fifth day following notification to the Customer that merchandise is ready and available for delivery in the event the Customer fails
to accept delivery on or before the fifth day following said notification.
In the event the Management of Sofa Biz in its sole and absolute discretion determines that the price quoted to Customer and specified in the Contract has been misquoted and that the product cannot be produced for the price or within the tolerances specified in the contract or that the expertise required for the work specified in the contract is beyond that available to Sofa Biz, Sofa Biz may return the deposit In full, and this agreement shall terminate and be of no
further force of effect and neither party shall have any further rights or obligations hereunder. Once submitted, this order is not subject to modification without the specific written approval of the authorized officer of Sofa Biz. Should the order include multiple pieces, Sofa Biz may deliver pieces separately as the construction of each is completed. The inability of Sofa Biz to complete the construction of one or more pieces shall not invalidate this agreement as to the other pieces, and Sofa Biz shall bear no liability for costs incurred by Customer in attempting to obtain the construction of the other pieces. Customer may elect that no pieces are to be constructed and delivered if all of the pieces cannot be constructed and delivered. In that event this agreement shall bear the words “PRODUCE ALL OR NONE” written in large writing across the face of this agreement.
In those circumstances where the customer supplies the fabric for the merchandise (COM Agreements). The Customer must specify on the agreement “CAN NOT OBTAIN MORE MATERIAL”. If nothing is specified and should Sofa Biz be unable to complete the merchandise because of a shortage of fabric Customer shall be liable to Sofa Biz for the full contract price. and shall bear no liability to customer for the Inability to complete the merchandise in the fabric provided by Customer.
Normal tolerances for custom merchandise is plus or minus one inch and such tolerances will be adhered to unless Customer specifically states on the agreement that the merchandise is to be made to “EXACT MEASUREMENTS”. The term “EXACT MEASUREMENTS” shall mean that tolerances shall be
no greater that plus or minus one half inch. By execution of this agreement Customer acknowledges the foregoing tolerances and accepts same for all purposes under the agreement.
Customer agrees that the delivery date specified in the contract is an approximate date, and that Sofa Biz shall have up forty five additional days within which to deliver the merchandise subject to this agreement. If an approximate delivery date or period of time is not specified, a delivery period of twelve weeks will apply. Should Sofa Biz determine that the fabric required must be back-ordered, upon notifying the Customer of the back-order requirement, the delivery date shall be extended by the length of the backorder. Upon receipt of back-order notification, Customer shall be afforded the opportunity to select another fabric for the merchandise, and the parties shall make appropriate changes to the contract price and delivery date. Should Sofa Biz determine that delivery cannot be effected within the time permitted by the contract, Sofa Biz may refund all payments made by Customer up to the date of such determination in connection with this contract, and this agreement shall be terminated and the parties shall have no further rights or obligations hereunder. Under no circumstances shall Sofa Biz be liable for any claims or damages arising out of the non-availability of fabric for completion of any merchandise subject to this agreement, or from other incidents of force majeure, including but not limited to acts of God, power failures, fire, flood (including
those resulting from faulty plumbing and sewer malfunctions), earthquakes, strikes, riots, acts of war, and other factors, whether similar or dissimilar to those enumerated, which are beyond the reasonable control of Sofa Biz.
Merchandise shall be delivered as directed by the Customer following notification to the Customer that the merchandise is ready for delivery, provided however, that merchandise which is not delivered within five days following such notification to the Customer shall bear a storage fee of $4.00 per day, which fee shall become immediately due and payable. Should Customer fail to arrange for delivery within fifteen days following notification of readiness for delivery, Sofa Biz shall be permitted, but not required, to attempt to sell such merchandise at any commercially reasonable price under the circumstances. In the event of sale., The deposit paid by Customer shall be forfeited and Sofa Biz shall be permitted to charge against the proceeds of the sale all amounts unpaid on the contract plus all storage charges, plus commission payable out of the sales proceeds on the sale of the merchandise, plus interest at the rate of 2% per month calculated from the date any amount became due and owing until the date such amount is paid. Customer shall be responsible for any deficiency between the sales price and the amounts permitted to be charged against the sales price, and such deficiency shall be a legally enforceable obligation of Customer to Sofa Biz. Nothing herein shall be so construed as to require Sofa Biz to sell the merchandise before proceeding against Customer for any amounts due and owing to Sofa Biz.
Should Customer advise Sofa Biz at any time prior to the end of the fifth day following notification of readiness for delivery that Customer will be unable to accept delivery of the merchandise, Customer may request that Sofa Biz attempt to sell such merchandise. If Sofa Biz accepts such request, it shall use its best efforts to sell such merchandise at a price acceptable to Customer. Upon sale, Sofa Biz shall retain 40% of the sales price for selling, handling, and delivery expenses, and shall apply the remaining 60% of the sale price to Customers account. Customer agrees to pay any amounts remaining unpaid after such sale within ten days following notification from Sofa Biz of the sale and the remaining balance on the account. If such merchandise has not sold within 60 days from the date of Customer’s request, Customer agrees to pick up such merchandise and separately dispose of same, provided, however, that Customer shall still be liable to Sofa Biz for the full contract price, plus any storage charges assessed because of Customers delay in picking up the merchandise.
THE MERCHANDISE CARRIES A LIMITED WARRANTY, WHICH REPLACES AND IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS IMPLIED, OR STATUTORY, AND WHICH SPECIFICALLY REPLACES ALL OTHER WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL SOFA BIZ INCUR ANY LIABILITY HEREUNDER GREATER THAN THE VALUE OF THE MERCHANDISE PURCHASED UNDER THIS AGREEMENT. THE
FRAME AND SPRINGS (OR WEBBING) OF MERCHANDISE SHALL CARRY A FIVE YEAR WARRANTY FROM THE DATE OF DELIVERY. WORKMANSHIP IS WARRANTED FOR ONE YEAR FROM THE DATE OF DELIVERY. ABUSE OR MISUSE, AS DETERMINED SOLELY IN THE DISCRETION OF SOFA BIZ, SHALL VOID ANY AND ALL WARRANTIES OF ANY KIND. FABRIC IS SPECIFICALLY EXCLUDED FROM ANY WARRANTY, AND THERE IS NO WARRANTY FROM SOFA BIZ AS TO FABRIC WEAR, SHRINKAGE, COLORFASTNESS, VARIATIONS IN DYE LOT OR CLEANABILITY BY CUSTOMER OR PROFESSIONAL. THIS INCLUDES SLIP COVERS.
This document represents the entire agreement between the parties and supersedes and replaces any and all previous agreements and representations. whether written or oral. This document may only be amended by another writing bearing the signature of the Customer and an authorized officer of Sofa Biz, and shall be construed in accordance with the laws of the State of Utah without regard to that State’s conflict of laws provisions. In the event it becomes necessary to resort to legal action to enforce any part of this agreement. The parties agree that the successful party shall be entitled to the additional award of reasonable attorney’s fees and costs and expenses associated with such action.