General Terms of Sale

DEFINITIONS

A. Seller is Bisazza North America, Inc.
B. Buyer includes the direct purchaser of Seller’s goods and all other persons, natural or artifical, to whom the Seller’s goods are sold in the ordinary course of business.
C. Goods are the products sold by Bisazza North America, Inc.

ACCEPTANCE OF ENTIRE AGREEMENT

All sales by the Seller are made pursuant to the terms and conditions stated herein. No modification or addition to these terms and conditions shall be binding on the Seller unless specifically agreed to in writing and signed by an officer of the Seller. Acceptance by the Seller of an order from the Buyer is expressly subjet to Buyer’s assent to these terms and conditions, which prevail over any other terms which may be contained in any purchase order, acceptance acknowledgment, or other form of the Buyer. Buyer assents that it accepts the goods if it fails to give notice of objection within ten days of receipt. These terms and conditions and any modifications or additions hereto, specifically agreed to in writing and signed by an officer of the Seller, contain all the terms and conditions of sale of the goods described on the Seller’s Purchase Order Acknowledgment.

WARRANTIES AND DISCLAIMERS

Seller warrants that merchandise delivered hereunder shall conform to the description as included on manufacturers literature. ALL

OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY EXCLUDED. SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE MERCHANDISE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.

Seller shall not be liable for normal manufacturing defects, for customary variations from specifications, or for any imperfections inherent in the material or process used. Seller does not guarantee exact matching of color, shade or sizing. In any case, Seller shall not be liable for any damages that result from improper installation of the merchandise.

Buyer acknowledges that any merchandise is subject to inherent variations and imperfections. Including but not limited to shade variation and up to 9% chipping. Buyer agrees that if sample merchandise is delivered and retained without any ojbection made within 10 days from receipt, delivery of stock merchandise of a quality substantially equal to such sample merchandise will constitute fulfillment of this agreement.

PAYMENTS, DEPOSITS AND COLLECTIONS

Payment shall be made in United States currency to the location specified on the Seller’s invoice. Any check received from Buyer may be applied by Seller against any obligation owing by Buyer to Seller, under this or any other agreement, regardless of any statement appearing on or referring to such check, without discharging Buyer’s liability for any additional amounts owing by Buyer to Seller and the acceptance by Seller of such check shall not constitute a waiver of Seller’s right to pursue the collection of any remaining balance. Time of payment is of the essence hereof. The terms of payment described on the face hereof are material terms of this agreement and breach by Buyer of any of thsoe terms shall give Seller (in addition to any other rememdy available hereunder) the right to cancel this agreement.

Deposits in advance of shipment are required in cases where credit terms have not been granted and for special “blend’ orders. Due to the nature of the manufacturing process involved in filling a custom order, customers are required to pay a deposit at the time the order is placed. CANCELLATION OF A CUSTOM ORDER WILL RESULT IN FORFEITURE OF THE RELATED DEPOSIT AND MATERIAL.

Collection: Invoices not paid in whole or in part will result in outstanding balance due by the Buyer to the Seller and may be referred to third parties for purposes of collection. Buyer agrees to pay all costs incurred by Seller in connection with the collection of overdue balances including, but not limited to, investigate research pertaining to Buyer’s history, management, ownership and credit history, attorney fees, court costs, lien processing fees, interest and bank fees.

INTEREST

Interest may be charged at the rate of 1 1/2% per month or at the highest rate allowable by law on unpaid invoices after the due date thereof.

CREDIT

Seller may, at its sole discretion at any time and from time to time, change the terms of Buyer’s credit, require payment in cash and

before shipment of any or all of the merchendise specified herein, and/or require anticipated payments of any or all amounts due under this agreement.

DELIVERIES

Unless otherwise noted, delivery of all merchandise covered by this order shall be at Seller’s warehouse, regadless of whether Buyer of Seller arranges for transporting of the merchandise from such warehouse. At Delivery, risk of loss of all merchandise shall pass to the Buyer; title to the merchandise shall not pass to buyer until full payment for the merchandise, and any cost associated with the collection, thereof, has been received by the Seller.

Delivery of any installment of merchandise within 60 days after the date specified therefore shall constitute a timely delivery. Delivery

after 60 days shall be deemed timely unless Seller has received written notice of cancellation prior to shipment. Delivery of a quantity, which does not vary by more than 10% from the quantity spefcified therefor, shall constitute full performance of such delivery and payment for the actual quantity delivered shall be due. Buyer will have the right to cancel any one installment not delivered in a timely manner.

In any event, acceptance of delivery shall constitute a bar to a claim of late delivery.

If buyer does not cause merchandise to be removed from the Seller’s warehouse within 10 days after Seller notifies Buyer that such

merchandise is available for dlivery, Seller may cancel this agreement as to such merchanidse, return merchandise to stock and assess a 25% restocking fee or forfeiture of deposit, per the terms stated above.

In the event that delivery for all or any part of the mercandise specified herein is not delivered in a timely manner or prevented by events beyond Seller’s control, including, but not limited to strikes, natural or man made disaster, declared or undecared war, government regulations, labor disputes and slowdowns, delays in transportation of the products or of the supplies necessary to produce the merchandise sold hereunder, Seller’s or its suppliers inability to obtain labor, materials or services through its regular sources, embargoes, lack or shipping facilities or any other circumstance which could not have been avoided with reasonable care,

- Seller’s time for performance shall be extended by 60 days or Seller may, at its option, cancel this order without liability, Buyer remaining liable to pay for merchandise already delivered and

- Buyer may, if Seller has not delivered the merchandise by the last day of such 60-day period, cancel this order, without liability, Buyer remaining liable to pay for merchandise already delivered.

Returns - no returns are accepted without written authorization from our Miami office. Al returns are subject to a 25% restocking fee

and must be regularly stocked items. Authorized returns must be returned freight -prepaid. Any materials arriving freight collect will not be accepted. Only material returned in full, unopened cartons will be credited. Damaged material will not be credited. No returns are accepted on a non-stocked materials, special orders, custom orders and custom artistic orders.

CLAIMS AND ALLOWANCES

Any claimed trade practice, custom, usage, or course of dealing between the parties to the contrary nothwithstanding, claims of any

kind or nature (including, without limitation, claims on account of defective materials, and excluding only claims on account of defects

which are not ascertainable by reasonable inspection) are specifically barred unless written notice thereof is given to Seller within 10

days after receipt fo goods, or prior to the installation of the goods, whichever is earlier.

LIMIT OF LIABILITY

Seller’s liability and Buyer’s exclusive remedy with respect to any breach hereunder, (including, without limitation, breach of warranty) is expressly limited to Seller’s choice of (a) the repair of defective goods, (b) the replacement thereof with conforming goods and the delivery point shown on the face hereof, (c) the repayment of the purchase price.

In no event shall Buyer be entitled to any other damages incidental, consequential or otherwise, for defective goods, late delivery or

non-delivery or as a result of any breach hereunder or otherwise and in no instance shall damages include profits on contemplated use of profits of any kind or description.

DESIGN PROTECTION

No right in patterns, designs, trade names, trademarks and copyrights of merchandise delivered hereunder shall pass to Buyer and

Buyer agrees not to reproduce or simulate or cause or knowingly allow to be the reproduced or simulated, either directly or indirectly,

such patterns, designs, trade names, trademarks and copyrights. In the event that Seller agress to confine any patterns or designs to Buyer, Seller shall be responsible only for ordinary and reasonable care in confining such merchandise to the purpose speficied, and unless otherise expressly provided in writing signed by Seller, patterns and designs confined to buyer may be sold by Seller to customers who do not compete with Buyer.

GENERAL

These TERMS AND CONDITIONS OF SALE contain the entire agreement between the parties hereto and supersedes any prior oral or written agreements or communications between them relating to the subject matter hereof. No oral representations shall be binding unless set forth herein.

This agreement may not be assigned, modified or canceled by buyer without Seller’s prior written consent, and any attempt to assign, modify or cancel this agreement without such consent shall be ablsolutely void.

The validity, interpretation, construction and enforcement of this agreement shall be determined under and pursuant to the laws of the State of Florida . Any legal action or proceeding against Seller with respect to this agreement or the merchandise covered hereby must be brought in the Federal or State court located in Miami , Florida . Buyer agrees to pay on demand all costs and expenses of Seller (including, without limitation, reasonable counsel fees and expenses) in connection with Seller’s encorcement of this agreement.

If any covenant, condition or other provision of this agreemtn is not or hereafter becomes invalid, unlawful or incapable of being encforced, by reason of any rule of law orpublic policy, all other covenants, conditions and provisions of thsi agreement which can be given effect without the invalid, unlawful or unenforceable provision shall, nevertheless, remain in full force and effect, unless such invalidity, unlawflness or unenforceability materially adversely affects the essence of this agreement.

Store Locator About Contact Bisazza Flagship Stores Help / FAQ Secure Shopping Security Code Privacy Policy General Terms of Sale Return/Cancellation Policy Out of Stock/Special Orders Shipping Information Technical Information Professional Installation Tools Shop by Mosaic Color Shop by Mosaic Application Shop by Mosaic Catalog		General Terms of Sale DEFINITIONS A. Seller is Bisazza North America, Inc. B. Buyer includes the direct purchaser of Seller’s goods and all other persons, natural or artifical, to whom the Seller’s goods are sold in the ordinary course of business. C. Goods are the products sold by Bisazza North America, Inc. ACCEPTANCE OF ENTIRE AGREEMENT All sales by the Seller are made pursuant to the terms and conditions stated herein. No modification or addition to these terms and conditions shall be binding on the Seller unless specifically agreed to in writing and signed by an officer of the Seller. Acceptance by the Seller of an order from the Buyer is expressly subjet to Buyer’s assent to these terms and conditions, which prevail over any other terms which may be contained in any purchase order, acceptance acknowledgment, or other form of the Buyer. Buyer assents that it accepts the goods if it fails to give notice of objection within ten days of receipt. These terms and conditions and any modifications or additions hereto, specifically agreed to in writing and signed by an officer of the Seller, contain all the terms and conditions of sale of the goods described on the Seller’s Purchase Order Acknowledgment. WARRANTIES AND DISCLAIMERS Seller warrants that merchandise delivered hereunder shall conform to the description as included on manufacturers literature. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY EXCLUDED. SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE MERCHANDISE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Seller shall not be liable for normal manufacturing defects, for customary variations from specifications, or for any imperfections inherent in the material or process used. Seller does not guarantee exact matching of color, shade or sizing. In any case, Seller shall not be liable for any damages that result from improper installation of the merchandise. Buyer acknowledges that any merchandise is subject to inherent variations and imperfections. Including but not limited to shade variation and up to 9% chipping. Buyer agrees that if sample merchandise is delivered and retained without any ojbection made within 10 days from receipt, delivery of stock merchandise of a quality substantially equal to such sample merchandise will constitute fulfillment of this agreement. PAYMENTS, DEPOSITS AND COLLECTIONS Payment shall be made in United States currency to the location specified on the Seller’s invoice. Any check received from Buyer may be applied by Seller against any obligation owing by Buyer to Seller, under this or any other agreement, regardless of any statement appearing on or referring to such check, without discharging Buyer’s liability for any additional amounts owing by Buyer to Seller and the acceptance by Seller of such check shall not constitute a waiver of Seller’s right to pursue the collection of any remaining balance. Time of payment is of the essence hereof. The terms of payment described on the face hereof are material terms of this agreement and breach by Buyer of any of thsoe terms shall give Seller (in addition to any other rememdy available hereunder) the right to cancel this agreement. Deposits in advance of shipment are required in cases where credit terms have not been granted and for special “blend’ orders. Due to the nature of the manufacturing process involved in filling a custom order, customers are required to pay a deposit at the time the order is placed. CANCELLATION OF A CUSTOM ORDER WILL RESULT IN FORFEITURE OF THE RELATED DEPOSIT AND MATERIAL. Collection: Invoices not paid in whole or in part will result in outstanding balance due by the Buyer to the Seller and may be referred to third parties for purposes of collection. Buyer agrees to pay all costs incurred by Seller in connection with the collection of overdue balances including, but not limited to, investigate research pertaining to Buyer’s history, management, ownership and credit history, attorney fees, court costs, lien processing fees, interest and bank fees. INTEREST Interest may be charged at the rate of 1 1/2% per month or at the highest rate allowable by law on unpaid invoices after the due date thereof. CREDIT Seller may, at its sole discretion at any time and from time to time, change the terms of Buyer’s credit, require payment in cash and before shipment of any or all of the merchendise specified herein, and/or require anticipated payments of any or all amounts due under this agreement. DELIVERIES Unless otherwise noted, delivery of all merchandise covered by this order shall be at Seller’s warehouse, regadless of whether Buyer of Seller arranges for transporting of the merchandise from such warehouse. At Delivery, risk of loss of all merchandise shall pass to the Buyer; title to the merchandise shall not pass to buyer until full payment for the merchandise, and any cost associated with the collection, thereof, has been received by the Seller. Delivery of any installment of merchandise within 60 days after the date specified therefore shall constitute a timely delivery. Delivery after 60 days shall be deemed timely unless Seller has received written notice of cancellation prior to shipment. Delivery of a quantity, which does not vary by more than 10% from the quantity spefcified therefor, shall constitute full performance of such delivery and payment for the actual quantity delivered shall be due. Buyer will have the right to cancel any one installment not delivered in a timely manner. In any event, acceptance of delivery shall constitute a bar to a claim of late delivery. If buyer does not cause merchandise to be removed from the Seller’s warehouse within 10 days after Seller notifies Buyer that such merchandise is available for dlivery, Seller may cancel this agreement as to such merchanidse, return merchandise to stock and assess a 25% restocking fee or forfeiture of deposit, per the terms stated above. In the event that delivery for all or any part of the mercandise specified herein is not delivered in a timely manner or prevented by events beyond Seller’s control, including, but not limited to strikes, natural or man made disaster, declared or undecared war, government regulations, labor disputes and slowdowns, delays in transportation of the products or of the supplies necessary to produce the merchandise sold hereunder, Seller’s or its suppliers inability to obtain labor, materials or services through its regular sources, embargoes, lack or shipping facilities or any other circumstance which could not have been avoided with reasonable care, - Seller’s time for performance shall be extended by 60 days or Seller may, at its option, cancel this order without liability, Buyer remaining liable to pay for merchandise already delivered and - Buyer may, if Seller has not delivered the merchandise by the last day of such 60-day period, cancel this order, without liability, Buyer remaining liable to pay for merchandise already delivered. Returns - no returns are accepted without written authorization from our Miami office. Al returns are subject to a 25% restocking fee and must be regularly stocked items. Authorized returns must be returned freight -prepaid. Any materials arriving freight collect will not be accepted. Only material returned in full, unopened cartons will be credited. Damaged material will not be credited. No returns are accepted on a non-stocked materials, special orders, custom orders and custom artistic orders. CLAIMS AND ALLOWANCES Any claimed trade practice, custom, usage, or course of dealing between the parties to the contrary nothwithstanding, claims of any kind or nature (including, without limitation, claims on account of defective materials, and excluding only claims on account of defects which are not ascertainable by reasonable inspection) are specifically barred unless written notice thereof is given to Seller within 10 days after receipt fo goods, or prior to the installation of the goods, whichever is earlier. LIMIT OF LIABILITY Seller’s liability and Buyer’s exclusive remedy with respect to any breach hereunder, (including, without limitation, breach of warranty) is expressly limited to Seller’s choice of (a) the repair of defective goods, (b) the replacement thereof with conforming goods and the delivery point shown on the face hereof, (c) the repayment of the purchase price. In no event shall Buyer be entitled to any other damages incidental, consequential or otherwise, for defective goods, late delivery or non-delivery or as a result of any breach hereunder or otherwise and in no instance shall damages include profits on contemplated use of profits of any kind or description. DESIGN PROTECTION No right in patterns, designs, trade names, trademarks and copyrights of merchandise delivered hereunder shall pass to Buyer and Buyer agrees not to reproduce or simulate or cause or knowingly allow to be the reproduced or simulated, either directly or indirectly, such patterns, designs, trade names, trademarks and copyrights. In the event that Seller agress to confine any patterns or designs to Buyer, Seller shall be responsible only for ordinary and reasonable care in confining such merchandise to the purpose speficied, and unless otherise expressly provided in writing signed by Seller, patterns and designs confined to buyer may be sold by Seller to customers who do not compete with Buyer. GENERAL These TERMS AND CONDITIONS OF SALE contain the entire agreement between the parties hereto and supersedes any prior oral or written agreements or communications between them relating to the subject matter hereof. No oral representations shall be binding unless set forth herein. This agreement may not be assigned, modified or canceled by buyer without Seller’s prior written consent, and any attempt to assign, modify or cancel this agreement without such consent shall be ablsolutely void. The validity, interpretation, construction and enforcement of this agreement shall be determined under and pursuant to the laws of the State of Florida . Any legal action or proceeding against Seller with respect to this agreement or the merchandise covered hereby must be brought in the Federal or State court located in Miami , Florida . Buyer agrees to pay on demand all costs and expenses of Seller (including, without limitation, reasonable counsel fees and expenses) in connection with Seller’s encorcement of this agreement. If any covenant, condition or other provision of this agreemtn is not or hereafter becomes invalid, unlawful or incapable of being encforced, by reason of any rule of law orpublic policy, all other covenants, conditions and provisions of thsi agreement which can be given effect without the invalid, unlawful or unenforceable provision shall, nevertheless, remain in full force and effect, unless such invalidity, unlawflness or unenforceability materially adversely affects the essence of this agreement.