Terms and Conditions
ACCEPTANCE OF TERMS AND CONDITIONS
These Terms and Conditions of Sale and Delivery (“Agreement”) govern all sales and deliveries by Ardmore Home Design, Inc. d/b/a Pigeon and Poodle (“Pigeon and Poodle” or “we”) to the customer (“Buyer” or “you”). All other terms and conditions, including, without limitation, those terms and conditions contained in any purchase order(s) which are different from, in addition to, conflict with, or that vary from the terms hereof are hereby rejected and shall not be binding on Pigeon and Poodle unless specifically accepted in writing. Acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms contained herein.
We sell only to the wholesale trade. By submitting an order you are warranting that you are a valid retail business or licensed interior designer (“Designer”), that you are making wholesale tax-exempt purchases for resale, and that you agree to be bound by this Agreement. PAYMENT: For all customers, we require full payment for the order, plus taxes and shipping costs, prior to shipment. Retail Locations: We have a $1,000 opening order minimum for retail locations (stores/showrooms). Any order under the minimum will be accepted at Wholesale pricing. After your opening order has been placed, you are considered a Current Account and there is no minimum for subsequent orders. However, orders under $150 are subject to shipping surcharges. Current Stocking Dealer Accounts must order at least $2,000 per calendar year to maintain their status. Designers: There is no minimum order for designers. All orders under $150 will be subject to a shipping surcharge in addition to normal freight charges. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax applicable to the sale of any product. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certificate. To qualify for a tax exempt sale shipping to CA, NY, TX, IL, NC and GA, we must receive a copy of a valid resale certificate officially recognized by that state. Without that, we are required to collect sales tax for orders shipping to those states. Payment in full must be received prior to shipment. Certain orders may require a deposit. This includes large orders and all custom orders.
RIGHT TO CANCEL
To cancel this Agreement you must notify us in writing within 30 days of signing. Any deposits will not be returned but may be applied to future orders (net of any actual costs related to the cancellation) at Pigeon and Poodle’s sole discretion. For orders canceled after 30 days, no credit will be given. Cancelled orders that have already been packed are subject to a 25% restocking fee. Custom orders cannot be canceled. We reserve the right to cancel orders or terminate relationships at our sole discretion, at which point your deposit will be returned within thirty (30) days. SHIPPING: When your order is nearing completion, we will notify you prior to shipment. All shipping charges are F.O.B. (Free on Board) Los Angeles County, California. Shipping charges will be added to your invoice prior to shipping. You should inspect all items for damage prior to signing. Signature of receipt by your agent or employee constitutes full acceptance of all packages stated on the bill of lading or electronic clipboard in undamaged condition. You are responsible for all shipping and return charges for any shipment that is refused as well as forfeiture of your deposit. We shall not be liable for delay in shipment for any cause, nor shall any delay entitle you to cancel any order after it has shipped or refuse delivery. You agree that the shipping address on the reverse side or otherwise provided to Pigeon and Poodle in writing is the valid shipping address. For Designers, we can direct ship to your customers, in which case acceptance of packages by your customer will be considered acceptance by you. Delivery may occur in multiple lots depending upon availability of the products constituting an order. Our standard shipping rate will be the same regardless of multiple shipments.
We ship items that conform to the samples we display at wholesale trade shows and on our website; however, variations are a normal part of the production process. Our products will be free from defects in material and workmanship that materially impair the use of the product. You agree (a) to fully examine goods upon delivery, (b) to save all packaging materials with respect to damaged or defective goods, and (c) to contact us and (d) to provide a photograph showing the damage or defect within five (5) business days of delivery. We will, at our option, repair or replace the item. If damaged item(s) are to be replaced the items must be returned prior to shipment of a replacement. For all returned products, use only the shipping documents provided by Pigeon and Poodle. Shipping reimbursement will not be made for use of non-authorized shipments. All returns must be properly packaged with original packaging (unless otherwise instructed), clearly labeled with correct RA# and scheduled for pickup within five (5) business days of receipt of shipping documents. This is our only limited warranty or liability. Our limited warranty does not cover: (a) normal wear and tear, (b) product variations, (c) defects or damage occurring due to, or following, product modification, or (d) damage caused by misuse, abuse, or negligent treatment of merchandise. Our limited warranty is void if repairs or modifications have been attempted by any person without our consent. Our limited warranty is limited to the original wholesale purchaser. In no event shall we be liable for incidental or consequential damages in connection with the purchase or use of any merchandise. This limited warranty provides your exclusive remedy for any defective product.
THE FOREGOING LIMITED WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY AFFIRMATION OF ANY FACT OR REPRESENTATION WHICH EXTENDS BEYOND THE LIMITED WARRANTY SET FORTH ABOVE AND ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
Claims for damage to products that do not arise from defects in material or workmanship are the responsibility of the carrier. If the shipment arrives with visible exterior damage (crushed box, broken crate, moisture, etc.) note the damage in writing on the carrier’s delivery receipt before you sign for the shipment and release the delivery driver. A claim for shipping damages will not be accepted by Pigeon and Poodle unless the damages are noted on the carrier’s delivery receipt. Within five (5) business days of receipt, you must (a) SAVE ALL PACKAGING UNTIL CLAIM IS RESOLVED and (b) email firstname.lastname@example.org or call 626-373-1400 to report damaged items and to receive a return authorization number (RA#). We will, at our option, repair or replace the item. If damaged item(s) are to be replaced, the items must be returned prior to shipment of a replacement or authorization of credit. For all returned products, use only the shipping documents provided by Pigeon and Poodle. Shipping reimbursement will not be made for use of non-authorized shipments. All returns must be properly packaged with original packaging (unless otherwise instructed), clearly labeled with correct RA# and scheduled for pickup within five (5) business days of receipt of shipping documents.
It is within our sole discretion as to whether to accept returns of merchandise. You will not receive any reimbursement for items returned without our prior authorization. Returned items must be in their original condition and packaging, and you shall prepay and be liable for all charges in connection with the shipping of returned goods, including insurance. A 25% restocking fee will be applied to all approved returns that are not defective.
INTELLECTUAL PROPERTY RIGHTS
All information concerning Pigeon and Poodle’s products, including photos, sales materials or product design is subject to trademark, service mark, trade dress, copyright and other intellectual property rights held by Pigeon and Poodle and may not be used in any way without our written consent.
Any waiver by Pigeon and Poodle of, or delay in enforcing, a breach by Buyer of any provision of this Agreement shall not be deemed a waiver of future compliance with any of the provisions of this Agreement.
The laws of the State of California shall govern the validity and interpretation of this Agreement. You hereby submit to the jurisdiction of any state or federal court located in Los Angeles, California, for the purpose of any suit, action or other proceeding arising out of any of the obligations under this Agreement. Any and all costs and fees, including attorneys’ fees, shall be reimbursed to the prevailing party by the other party upon demand by the prevailing party. Except in the case of nonpayment, neither party may institute any action in any form arising out of this Agreement after the earlier of (i) the expiration of one (1) year following the date of sale of the merchandise, or (ii) the expiration of the statute of limitations applicable to such action. Pigeon and Poodle’s rights and remedies under this Agreement are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
Should any provision of this Agreement be determined to be illegal, invalid or unenforceable, the remaining provisions shall not be affected by the illegal, invalid or unenforceable provision and the parties shall undertake to renegotiate, modify, amend or delete the said illegal, invalid or unenforceable provision in order to give the fullest effect to the terms of this Agreement. Pigeon and Poodle makes every effort to ensure the accuracy of pricing and product information, but in the event of an inaccuracy, Pigeon and Poodle shall have the right to cancel any orders placed for products listed at an incorrect price or containing other incorrect information. All prices and items are subject to change without notice.
This Agreement constitutes the entire agreement of the parties with respect to the terms and conditions of sale and delivery. No modification of this Agreement shall be binding upon the parties unless in writing and signed by an authorized agent of Pigeon and Poodle and of Buyer. This Agreement shall be deemed to be an offer by Pigeon and Poodle in accordance with the terms and conditions hereof.