Terms & Conditions
- ACCEPTANCE/FORM OF ORDERS. By submitting an Order, you (the “Purchaser”) agree to the following Terms and Conditions (the “Terms”). An Order shall be deemed accepted when OW Lee TX, Inc. returns a “Sales Order Acknowledgement.” OW Lee TX, Inc. reserves the right to reject any Order. Orders will not be scheduled for production or shipment unless OW Lee TX, Inc. has extended payment or credit terms to the Purchaser (“Purchaser”) (individually and collectively, the “Payment Terms”), as such may be modified by OW Lee TX, Inc. from time to time, or payment is received in full by OW Lee TX, Inc. reserves the right to reject orders if the Purchaser is in violation of these Terms & Conditions, the OW Lee TX, Inc. Dealer Agreements applicable to Purchaser, which Agreements may be modified by OW Lee TX, Inc. from time to time, or any other applicable requirements as determined by OW Lee TX, Inc. in its sole discretion (“Additional Requirements”). Each Purchaser order must be in writing and must include the following: (a) Purchaser’s purchase order number and an authorized Purchaser signature; (b) Purchaser’s requested ship date (which date shall not be binding on OW Lee TX, Inc.), shipping address, and requested shipping instructions (which shall not be binding on OW Lee TX, Inc. unless accepted by OW Lee TX, Inc. in writing); (c) the applicable OW Lee TX, Inc. style number, frame number, fabric number, and color for each piece of merchandise ordered; (d) the quantity of each piece of merchandise ordered; and (e) if applicable, the type of table top desired. Verbal orders must be confirmed in writing and remitted to OW Lee TX, Inc. via facsimile, electronic mail, a nationally recognized overnight courier service, or United States Mail. Facsimile confirmations shall not be effective until OW Lee TX, Inc. acknowledges receipt thereof. Absent receipt of such written order confirmation, OW Lee TX, Inc. shall not be responsible for the fulfillment of any phone order. Orders may be faxed at 830-541-4237 or e-mailed to firstname.lastname@example.org.
- PAYMENT TERMS. All invoices are payable in United States dollars. All payments must be made via cash, check, money order, wire transfer, ACH Payment, or EFT. OW Lee TX, Inc. reserves the right to ship merchandise on a C.O.D. basis and to require that payment be made via certified check, cashier’s check, or money order. No discount may be taken unless such is specified on the OW Lee TX, Inc. invoice. Purchasers shall comply with all payment terms set forth on the OW Lee TX, Inc. Invoice. OW Lee TX, Inc. reserves the right to impose late charges at the rate of ONE AND ONE-HALF PERCENT (1.5%) per month or the maximum amount permitted by law, whichever is lower, on any and all payments not made when due. OW Lee TX, Inc.’s acceptance of late or partial payments (even if marked “paid in full”) will not be deemed to be a waiver of OW Lee TX, Inc.’s right to collect all amounts owed by the Purchaser. OW Lee TX, Inc. reserves the right to charge an additional fee not to exceed the maximum fee permitted by law for any check or other negotiable instrument endorsed by Purchaser or its authorized representative that is returned unpaid by a financial institution for any reason.
- CREDIT AND DEFAULT. OW Lee TX, Inc. may, at any time and from time to time, limit or cancel a Purchaser’s credit as to both time and amount, and may require payment in full or in part prior to the processing of such Purchaser’s order(s) or the shipment of merchandise to the Purchaser. Failure to comply with the payment provisions set forth in these Terms & Conditions shall be deemed to be a material breach hereof. If Purchaser is in material breach of these Terms & Conditions or any other Additional Requirements, which breach is not cured by Purchaser within THREE (3) days of its receipt of OW Lee TX, Inc.’s written notice thereof, OW Lee TX, Inc. may, in addition to any and all rights available to OW Lee TX, Inc. whether at law or in equity, immediately terminate its performance hereunder in whole or in part. Any property of Purchaser, including, but not limited to, merchandise billed and held (whether or not paid for by Purchaser), which is at any time in OW Lee TX, Inc.’s possession shall be deemed to be held as security for repayment and at OW Lee TX, Inc.’s option may be set-off against, any or all of Purchaser’s obligations hereunder. Purchaser shall be responsible for costs associated with OW Lee TX, Inc.’s collection of sums due and owing to it pursuant to these Terms & Conditions including, without limitation, reasonable attorneys’ fees and expenses, collection agency fees, and court costs.
- ORDER SCHEDULING. The scheduling of orders is as follows: (a) Catalogue Merchandise. Merchandise appearing in OW Lee TX, Inc.’s catalogue is scheduled for production by OW Lee TX, Inc. after OW Lee TX, Inc.’s receipt and approval of Purchaser’s written order therefore provided, however, that OW Lee TX, Inc. has assigned Payment Terms to the Purchaser and that Purchaser is in full compliance therewith. For Purchasers to whom Payment Terms have not been assigned, OW Lee TX, Inc. catalogue merchandise is scheduled for production by OW Lee TX, Inc. after its receipt of Purchaser’s payment in full therefore; (b) Custom Merchandise. The Acceptance of orders for custom merchandise and the production schedule therefore is determined on a case-by-case basis by OW Lee TX, Inc. in its sole discretion. Notwithstanding anything to the contrary in this paragraph, OW Lee TX, Inc. reserves the right to decline any order for custom merchandise for any lawful reason. OW Lee TX, Inc. reserves the right to ship custom orders under a unique work order number and/or to ship custom merchandise separately from catalogue merchandise; (c) O.M. Orders. Customer’s Own Material (“C.O.M.”) orders may be declined by OW Lee TX, Inc. for any lawful reason. Purchaser must contact OW Lee TX, Inc. with respect to yardage requirements applicable to C.O.M. orders. C.O.M. orders will not be scheduled for production until a fully completed C.O.M. Quote Form is completed and received by the factory as well as the C.O.M. fabric, and until the payment requirements set forth in these Terms & Conditions have been satisfied by Purchaser. OW Lee TX, Inc. is not responsible in any way for the application of C.O.M. fabric. Placement of seams and choice of face sides shall be determined by OW Lee TX, Inc. in its sole discretion unless the placement of seams/choice of face sides, if any, are designated on the C.O.M. Quote Form.
- CASUALTY AND AVAILABILITY OF MATERIALS. OW Lee TX, Inc. shall not be responsible for any non- delivery or delay in delivery of all or any part of the Order and/or merchandise due to accidents, strikes, fires, floods, war, acts of state or governmental action, governmental regulations, disease, pandemic, delay, or inability to obtain labor, material, or services through OW Lee TX, Inc.’s usual and regular sources, casualty, accident, Act of God or any other conditions or causes of like or unlike nature beyond the control of OW Lee TX, Inc.. In any such event, OW Lee TX, Inc. may, in its discretion, (a) postpone the delivery date(s) for merchandise ordered pursuant to these Terms & Conditions for such time as is reasonable under the circumstances to OW Lee TX, Inc., (b) make partial delivery of the merchandise, and/or (c) cancel all or a portion of any order placed hereunder. It is expressly agreed that OW Lee TX, Inc. shall not be liable for the failure of any governmental authority to grant any export or import license legally required for the fulfillment by OW Lee TX, Inc. of its obligations hereunder. OW Lee TX, Inc. shall not be liable for any damages resulting to the Purchaser due to an order canceled hereunder.
- DELIVERY OF MERCHANDISE. The acceptance of shipment by a common carrier shall constitute a delivery of such merchandise to Purchaser and all risk of loss, damage, or theft shall pass to Purchaser upon such acceptance by the carrier. Thereupon, title shall pass to Purchaser, subject to OW Lee TX, Inc.’s right of stoppage in transit and right to payment in full of the purchase price. OW Lee TX, Inc. shall retain title to all merchandise sold pursuant to these Terms & Conditions until the purchase price has been paid in full. With respect to merchandise for which payment is to be made on or before delivery, title passes only upon OW Lee TX, Inc.’s receipt of full payment. For merchandise held subject to Purchaser’s instructions, or for which Purchaser has failed to supply shipping instructions, OW Lee TX, Inc. shall issue an invoice to Purchaser for such merchandise and Purchaser shall tender payment therefore in accordance with the invoice terms and these Terms & Conditions. Merchandise invoiced and held at any location, for whatever reason, shall be at Purchaser’s risk and Purchaser agrees to pay OW Lee TX, Inc. for insurance and storage at rates designated by OW Lee TX, Inc. beginning SEVEN (7) days following written notice from OW Lee TX, Inc. to Purchaser that the Order is ready for Purchaser pickup/shipping. All freight, express, and delivery charges shall be paid as a separate item by Purchaser and shall not be subject to discount. Unless otherwise agreed upon by OW Lee TX, Inc. and Purchaser, all merchandise shall be shipped freight collect in shipping rates negotiated by OW Lee TX, Inc. vs. those which may have been negotiated by Purchaser. Delivery or tender of delivery within FORTY-FIVE (45) days after the ship date acknowledged by OW Lee TX, Inc. shall be deemed to constitute timely delivery. Thereafter, shipment or tender of delivery prior to OW Lee TX, Inc.’s receipt of Purchaser’s written cancellation tendered pursuant to these Terms & Conditions shall constitute good delivery. Any defect in quality or delays in delivery shall affect only the particular portion of the delivery so defective or so delayed and shall not affect other merchandise ordered. Any delivery not in dispute shall be paid for on the due date, without offset, defense, or counterclaim, and regardless of any controversy(s) relating to other delivered or undelivered merchandise. Where Purchaser has declared or manifested an intention not to accept delivery in accordance with these Terms & Conditions, no tender shall be necessary, and OW Lee TX, Inc. may, at its option, give notice in writing to Purchaser that OW Lee TX, Inc. is ready and willing to deliver in accordance with the provisions of these Terms & Conditions. Such notice by OW Lee TX, Inc. shall constitute a valid tender of delivery. The estimated ship date stated on the Sales Order Acknowledgement is contingent upon the availability of materials, labor and freight carriers and may change without notice. OW Lee TX, Inc. makes no representations or warranties of any kind in relation to the estimated ship date stated on the Sales Order Acknowledgement.
- FREIGHT CLAIMS. All freight claims of whatever kind or nature must be made in writing by Purchaser pursuant to the terms of this paragraph. OW Lee TX, Inc. shall deliver the merchandise in the correct quantity(s) to the carrier in factory new condition. OW LEE TX, INC. IS NOT RESPONSIBLE FOR DAMAGE TO MERCHANDISE DURING SHIPMENT. In the event that Purchaser has questions regarding the filing of a freight claim, the Purchaser may contact OW Lee TX, Inc.’s Customer Service Department at email@example.com or call 800-776-9533.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL OW LEE TX, INC. BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LOSS OF BUSINESS, WHETHER FORESEEABLE OR NOT), OCCASIONED BY ANY BREACH UNDER THESE TERMS & CONDITIONS OR ANY OTHER CAUSE OR CLAIM WHATSOEVER, WHETHER BASED ON NEGLIGENCE OR OTHERWISE. Purchaser’s failure to notify OW Lee TX, Inc. of any claim (other than a freight claim which must be made in accordance with Section 7 hereof) in writing within THIRTY (30) days of Purchaser’s receipt of the merchandise shall be deemed to be Purchaser’s absolute and unequivocal waiver of the claim. If OW Lee TX, Inc. determines, in its commercially reasonable discretion, that a Purchaser claim made pursuant to these Terms & Conditions is valid, the sole remedy to which Purchaser shall be entitled is the replacement of the merchandise with conforming merchandise within a commercially reasonable period of time.
- DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED BY OW LEE TX, INC. IN WRITING (“OW LEE TX, INC. LIMITED WARRANTIES”), OW LEE TX, INC. MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OW LEE TX, INC. LIMITED WARRANTIES MAY ONLY BE PROCESSED DIRECTLY THROUGH OW LEE TX, INC. OR THROUGH THE PURCHASER WHO MADE THE SALE OF THE MERCHANDISE THAT IS THE SUBJECT OF THE WARRANTY CLAIM.
- CHANGES/CANCELLATIONS. THE PRODUCTION OF MERCHANDISE MAY NOT BE CANCELLED ONCE OW LEE TX, INC. HAS INITIATED PRODUCTION. For the purpose of these Terms Production shall be deemed to automatically begin SEVEN (7) calendar days after an Order is accepted. This includes orders with non-stock special order fabrics. Changes and/or cancellations to orders must be in writing. OW Lee TX, Inc. is not obligated to honor any change or cancellation requests that do not conform with the requirements of this paragraph. Any Order that OW Lee TX, Inc. agrees to cancel may be subject to a restocking fee.
- CHANGES TO PAYMENT TERMS. All order payment terms, and invoice amounts may be changed or modified at any time by OW Lee TX, Inc.. Purchaser shall pay all costs associated with an increase in price of materials necessary for the fulfilment of an order that may occur between the placement of said Order by Purchaser and the purchase of materials by OW Lee TX, Inc.. OW Lee TX, Inc. may increase the cost of all invoices by all sums related to such price increase of materials including, but not limited to, price increases in lumber, plywood, steel, sheet metal, roofing materials, fuel, manufactured products, and equipment. OW Lee TX, Inc. may cancel any order if OW Lee TX, Inc. determines that it is unable to carry out its obligations for the fulfillment of the order by reason of said increase in the price of materials necessary for the fulfilment of an order upon OW Lee TX, Inc.’s giving of notice in writing to Purchaser. All of OW Lee TX, Inc.’s obligations that are affected by such increase of price of materials shall be cancelled upon the providing of such notice, and OW Lee TX, Inc. shall not be liable to Purchaser for any damages incurred by the Purchaser as a result thereof from the cancelation of an order or otherwise.
- MERCHANDISE RETURNS. UNLESS EXPRESSLY PERMITTED PURSUANT TO THE TERMS OF ANY APPLICABLE OW LEE TX, INC. LIMITED WARRANTY, CUSTOM MERCHANDISE MAY NOT BE RETURNED FOR ANY REASON. CATALOGUE MERCHANDISE THAT HAS BEEN USED AND/OR DOES NOT APPEAR IN OW LEE TX, INC.’S CURRENT CATALOGUE MAY NOT BE RETURNED FOR ANY REASON. No merchandise may be returned without OW Lee TX, Inc.’s prior written authorization. OW Lee TX, Inc. will not accept any attempted return of merchandise unless the following information is on file at its factory prior to the merchandise return: (a) the OW Lee TX, Inc. invoice and/or acknowledgement number; (b) the number of units to be returned and the carton total; (c) the reason for the requested return; and (d) the method by which the merchandise is to be returned and the date of shipment. Purchaser shall be responsible for the risk of loss or damage to the merchandise during return shipment and shall, unless otherwise agreed by OW Lee TX, Inc. in writing, be responsible for all return shipment and associated insurance costs. Once an order is scheduled for production, there are no cancellations or refunds.
- ASSIGNMENT. Purchaser may not assign its rights or obligations, whether in whole or in part, to any third party without OW Lee TX, Inc.’s prior written approval, which approval may be withheld by
OW Lee TX, Inc. in its sole discretion.
- ARBITRATION. Any controversy, dispute, or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance, or breach of these Terms & Conditions (including any claim based on contract, tort, or statute) shall be determined, at the request of OW Lee TX, Inc. or Purchaser, by final and binding arbitration conducted by a sole arbitrator at a location in Kendall County, Texas. The sole arbitrator shall be selected by, and the arbitration shall be conducted and administered in accordance with, the then-existing Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator(s) may be entered by any state or federal court having jurisdiction
- GENERAL. These Terms & Conditions shall be construed in accordance with the laws of the State of Texas without regard to conflict of laws principles. Venue shall be in the County and/or District Courts located in Kendall County, Texas. These Terms & Conditions, the Dealer Agreement, and, if applicable, the Additional Requirements, set forth the entire agreement of the parties with respect to OW Lee TX, Inc.’s sale of merchandise to Purchaser and supersede all prior terms and conditions for the sale of merchandise, whether in writing or otherwise, between the parties. These Terms and Conditions may not be modified by Purchaser except with the prior written consent of OW Lee TX, Inc., which consent may be withheld by OW Lee TX, Inc. in its sole discretion and which consent must be executed by an authorized OW Lee TX, Inc. representative. Purchaser’s submission of orders constitutes Purchaser’s acceptance of and agreement to these Terms & Conditions in their entirety. OW Lee TX, Inc. and Purchaser agree that each provision of these Terms & Conditions shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability of any other provision(s) hereof. The section headings contained in these Terms & Conditions are for reference purposes only and shall not affect the meaning or interpretation hereof. No waiver by OW Lee TX, Inc. or Purchaser of any default of the other hereunder shall be deemed to be a waiver of any subsequent default.