do not tolerate credit card fraud, which is a felony. If it is determined that
an attempted order is fraudulent,
we will report all information (Internet
IP address, name, phone number...etc) to the FBI
the delivery vehicle is still at your shipping destination check your manifest
and the shipment to make sure you received everything especially all adhesive
that was purchased. If everything was not received to write on the freight bill
received short before signing it. We are not responsible for items not received
if received short is not noted on the bill. Also, while the delivery vehicle is
still at your shipping destination, check for any shipping damage in each individual
part of your shipment. If any damage is found write damaged in shipment on the
freight bill before you sign it. The freight companies are not responsible for
items damaged in shipment if damaged in shipment is not noted on the bill. Thank
BEST CARPET VALUES INCORPORATED
Standard Terms and Conditions of Sale
Best Carpet Value INC HEREAFTER REFERRED
TO AS B.C.V. OFFERS TO SELL TO BUYER EACH PRODUCT SET FORTH ON THE B.C.V. INC.
ISSUED INVOICE, ELETRONIC OR OTHER, SENT TO BUYER ONLY UPON THE FOLLOWING TERMS
AND CONDITIONS (COLLECTIVELY, A SALE AGREEMENT). BY PLACING AN ORDER
FOR A PRODUCT WITH B.C.V. INC., EXECUTING B.C.V.S CREDIT APPLICATION, SENDING
OR MAKING PAYMENT, OR TAKING DELIVERY OF THE PRODUCT, BUYER AGREES TO THE TERMS
AND CONDITIONS OF THE SALE AGREEMENT AND ACKNOWLEDGES THAT THE PERSON PLACING
THE ORDER HAS THE AUTHORITY TO ENTER INTO THE SALE AGREEMENT ON BUYERS BEHALF.
Definitions. Buyer shall mean the individual or entity so identified
on the B.C.V. Inc. Invoice B.C.V. shall mean B.C.V. Inc. except when
some other affiliate or subsidiary of B.C.V. Inc. is otherwise expressly identified
on the Invoice. Product(s) shall mean such B.C.V. Inc. product sold
to Buyer pursuant to this Sale Agreement.
2. Relationship of Parties.
B.C.V. Inc. and Buyer are independent entities, where Buyer is purchasing Product
from B.C.V. Inc. for its use or for resale when so permitted. If Buyer is otherwise
authorized by B.C.V. to sell and distribute a Product, B.C.V. hereby grants Buyer
a nonexclusive, nontransferable, no assignable and limited right to distribute,
market and sell such Product to consumers. Buyer shall not sell, transfer or otherwise
provide any Product to another for resell without the prior, written authorization
of B.C.V. Inc. B.C.V. Inc. reserves the right to sell and to authorize other entities
to sell such Product through all means and channels of distribution and in competition
with Buyer. Buyer acknowledges that it has no authority to bind or contract in
the name or for the account of B.C.V. Inc., to create any liability against B.C.V.
Inc. or to exert and direction or control over B.C.V. Inc.s personnel.
Order and Delivery of a Product. Buyer shall bear all risk and expense for delivery
of Product, including without limitation, shipping, loading, unloading, storage,
freight, and insurance. A Product may be shipped to Buyer in whole or in part
and will be shipped F.O.B. B.C.V. Inc. shipping location, unless otherwise specified
on the face of the invoice. Title to a Product shall pass to Buyer, when delivered
to the carrier, even if the Product is shipped freight prepaid, unless otherwise
specified on the face of the invoice. Among other things, a signed delivery receipt
or bill of lading will constitute proof of delivery. The choice of carrier is
made solely at the discretion of Buyer, and B.C.V. Inc. makes no representation
as to the acceptability of a particular carrier. Except when B.C.V. Inc. expressly
publishes Special Offers or otherwise agrees in writing, B.C.V. does not guarantee
shipment or delivery by a certain date or time although B.C.V. Inc. will strive
to deliver a Product by the date that it may communicate to Buyer. B.C.V. Inc.
shall not be liable to Buyer, or any other person, for any loss or damage of any
kind which results from delay in shipment, delivery, or failure to give notice
of delay, whether or not such delay was caused by B.C.V. Inc. or otherwise. B.C.V.
Inc. reserves the right to backorder any Product and to ship from backorder in
such order as B.C.V. Inc. determines. ALL SALES ARE FINAL.
Orders and Returns. No order may be canceled or Product returned to B.C.V. Inc.
unless done so in accordance with B.C.V.s Cancellation/Return Policy. Orders
for standard Products may be canceled prior to shipment provided that B.C.V. Inc.
has not had to order or purchase the product and receives proper notice from Buyer
and approves the cancellation, assigning a cancellation number. Special orders,
orders for non-standard product, and orders where the Product is cut., altered,
or prepared at the request of Buyer may not be canceled or returned at any time
unless expressly agreed to in writing by B.C.V. Inc. Returns for standard Product
i.e. products that are in stock, can only be made if approved by B.C.V. Inc. and
documented by B.C.V. Inc. through the issuance of a Return Goods Authorization.
No Product shall be accepted for return until the Buyer obtains a Return Goods
Authorization number from B.C.V. Inc. All refused or canceled orders, as well
as all other B.C.V. authorized accommodation returns are subject to B.C.V.s
applicable restocking fee plus freight charges for delivery and return. Title
in a returned Product will pass when B.C.V. takes possession of the Product and
verifies the Product with an approved Return Goods Authorization. BCV RESERVES
THE RIGHT NOT TO CANCEL ANY ORDER AT ANYTIME FOR ANY REASON.
Variance & Compliance. Each Product shall be deemed to be without defect and
in conformity with its specifications and the terms of the Sales Agreement even
though reasonable variances may exist. Buyer acknowledges that it is an accepted
standard in the industry that for a Product and among products (i) color variations
exist between dye lots, stains, pieces of wood, etc.; (ii) natural characteristics
exist (i.e., wood Products may have mineral streaks, knots or grain variations):
(iii) cut and measurement variances occur (i.e., a Products actual sizing
may vary by as much as ten (10%) from measurements stated on a final order description);
and (iv) shrinkage, separation, expansion and warping occur, even when the Product
is properly installed (i.e., a wood Product may expand or contract due to seasonal
and temperature changes, thereby creating separation between boards). As a result,
B.C.V. Inc. cannot and does not guarantee that a Product or Products, whether
in whole or in part, will exactly match in specification, color, character, form,
cut, fit or otherwise. And Buyer acknowledges that reasonable variance, including
(without limitation) those stated herein, are permissible. Additionally, B.C.V.
Inc. shall have no liability if a Product does not conform to any applicable state,
county or local ordinance, as the conformity of a Product to each state, county
and local ordinance is the sole responsibility of the Buyer. B.C.V. Inc. reserves
the right to change its Products and components of its Products (i.e., backing,
yarn system, etc.) without prior notice, although in circumstances where an order
from Buyer has been accepted by B.C.V. Inc. B.C.V. Inc. will use commercially
reasonable efforts to ensure that such change will not affect Product performance
in a materially adverse manner. All sales are final. There are no deductions or
chargebacks allowed for any reason.
6. Electronic, programing or listing
B.C.V. reserves the right to cancel any order or offer the material at the B.C.V.
approved price in any case where the price listed is incorrect or the freight
was incorrectly calculated, or the stock is or was depleted.
Buyer assumes exclusive liability for any and all taxes, tariffs, fees, duties,
withholdings or like charges, whether domestic or foreign, now imposed or hereafter
becoming effective (Taxes) related to the Product and its purchases
from B.C.V. Inc. (other than those based on the net income of B.C.V. Inc. ), including
without limitation, federal, provincial, state and local taxes, value-added taxes,
goods and services taxes, stamp, documentary, excise or property taxes, duties
and other governmental charges.
8. Limited Warranty. Provided that a Product
is not altered or damaged by someone other than B.C.V. Inc., and for up to one
year from the date that B.C.V. Inc. ships the Product to Buyer, B.C.V. Inc. hereby
warrants that such Product (other than Promotional or Irregular Goods, as described
below) shall (i) conform to B.C.V. Inc.s published specifications and generally
released consumer/end-user limited warranty coverage terms, subject to reasonable
variations, manufacturing tolerances, the occurrence of non-material or minor
separations and appearance deviations, and (ii) for authorized resellers of B.C.V.
Inc., shall be merchantable for ordinary purposes for which such Product is intended
to be used. Notwithstanding the foregoing, once a Product has been installed,
such Product is deemed accepted by Buyer and no warranty shall apply for color,
characteristics, cut, fit or appearance related claims.
As Buyers sole
and exclusive remedy for a breach of the above warranty and at B.C.V. Inc.s
sole discretion. B.C.V. Inc. will either replace or repair a Product that does
not conform to an applicable B.C.V. warranty; provided, however, that B.C.V. Inc.
shall not be responsible to replace or repair a Product which has been damaged
or altered by Buyer or its customers. With respect to a Product sold as Promotional
or irregular Goods by B.C.V. Inc., including, without limitation,
drops, discontinued items, specials, closeouts, seconds or the like, such Product
is sold to Buyer AS IS/WHERE IS without any warranty of any kind except
as otherwise expressly agreed to or published by B.C.V. EXCEPT AS SET FORTH ABOVE
AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, B.C.V. INC. MAKES NO OTHER WARRANTIES
FOR A PRODUCT OR UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF WITNESS FOR A PARTICULAR PURPOSE
For consumers and installers who as Buyers believe that a warranted
Product is defective, such persons should return the Product to the dealer or
installer from whom they purchased the Product for inspection and consideration
as to warranty coverage (including possible replacement). All Buyers must inform
B.C.V. Inc., by providing within the applicable warranty or statutory period,
complete and specific itemized detail of all claims in warranty or at law that
such Buyer may have for such warranty or statutory remedy to be applicable. Buyer
agrees to submit, at Buyers expense, all request for samples and photos or videos
of any and all claims filed.
9. Indemnity Liability Limitation. Buyer
hereby agrees to indemnify, reimburse in full, defend and hold harmless B.C.V.
Inc., its parent, subsidiaries, affiliates, officers, directors, personnel and
agents from and against any and all liability, claims, suites, actions, losses,
costs or expenses including (without limitation) reasonable attorneys fees
relating to or arising out of any claim or demand (a)for any Taxes or related
penalties and interest, (b)due to Buyers breach of the Sale Agreement; (c)that
Buyers customers or a third party may make against B.C.V. Inc. based upon
or arising from damage due to the acts and/or omissions of Buyer or due to the
installation of Product; (d)related to the failure of any payment sent or made
by Buyer to be honored or to satisfy the requirement of this Agreement; (e)for
infringement or misappropriation of a third partys intellectual property
rights based upon B.C.V. Inc.s incorporation of any designs, formulas or
specifications in a Product where such designs, formulas or specifications have
been specifically ordered or requested by Buyer. To the maximum extent allowable
under applicable law and excluding those liabilities that by law B.C.V. Inc. cannot
limit or disclaim, (i) B.C.V.s aggregate liability arising from or relating
damages, including without limitation, lost revenues, loss of use of the Product,
loss resulting from improper storage, processing, padding/cushion, delay in delivery
or shipment or errors in shipment or labeling, loss of data, or the cost of any
substitute Product or related equipment, even if B.C.V. Inc. has been advised
of the possibility of such damages.
10. Cancellation. B.C.V. Inc. may
cancel or terminate a Sale Agreement in whole or in part at any time by giving
oral or written notice of such to Buyer. Cancellation or termination by B.C.V.
Inc. shall not constitute a waiver or release of any other rights and remedies
of B.C.V. Inc. in contract or provided by law or at equity.
Law. Each Sale Agreement shall be governed and construed in accordance with the
laws of the State of Georgia, without reference to any conflicts of law principles.
Any litigation instituted by Buyer against B.C.V. Inc. that pertains in any manner
to this Agreement must be instituted in the Superior Court of Murray County, Georgia
or the United States District Court, Northern District of Georgia, Rome Division.
Any such litigation instituted against Buyer by B.C.V. Inc. may, at B.C.V.s
option, be instituted in the courts above identified for the State of Georgia
or in the state in which Buyer maintains its principal place of business. The
U.N. Convention on Contracts for the international Sale of Goods shall not apply
to this Sale Agreement. If any term, provision or condition of a Sale Agreement
is held invalid or unenforceable, the same shall not invalidate or otherwise affect
any other provision thereof. Any reproduction of this Sale Agreement by any reliable
means shall be deemed an original. Notices provided from Buyer to B.C.V. Inc.
shall be in writing; notices provided from B.C.V. to Buyer may be giving verbally
or in writing. The parties have required that this Sale Agreement and all related
documents be drawn up in the English language. Les parties conviennent et exigent
expressement que ce Contrat et tous les documents qui sy rapportent soient
redges on anglais.
12. Attorneys Fees. In the event legal action
is undertaken by B.C.V. Inc. to collect any amounts due to B.C.V. Inc. by Buyer
hereunder and if B.C.V. Inc. prevails in such action, then Buyer shall reimburse
B.C.V. Inc. for its reasonable attorney fees and costs incurred in conjunction
with such action, which amount shall not exceed the maximum amount allowed by
law of the forum in which such action is brought.
13. Assignment. Buyer
shall not assign, transfer or sublicense this Sale Agreement, or any rights or
obligations herein, without the prior written consent of B.C.V. Inc. Any assignment
or attempt to assign this Sale Agreement, in whole or in part, by operation of
law or otherwise, without B.C.V.s prior written consent shall be null and
void. B.C.V. Inc. shall have the right to assign, transfer or sublicense all or
any part of this Sale Agreement to another at any time and without the consent
14. Confidential Information. Buyer agrees to receive and hold
Confidential Information of B.C.V. Inc. in trust and in strictest confidence and
shall not use, reproduce, distribute, disclose or otherwise disseminate any Confidential
Information except as necessary to perform its obligations hereunder. Disclosures
of the Confidential Information may be made only to Buyers employees and
agents who have a specific need to know and are subject to confidentiality restrictions
at least as restrictive as those contained herein. Confidential Information
means confidential information relating to the business, products and services
of B.C.V. Inc., which is or has been disclosed to Buyer, and which has value to
B.C.V. Inc. and is not generally known to B.C.V. Inc.s competitors, including
(without limitation), information regarding product specifications and product
plans, designs, costs, prices, finances, marketing plans, business opportunities,
personnel, R&D activities and know-how.