24 Fawzi El Motae Basa, Heliopolis.
ORDERS ARE SUBJECT TO ACCEPTANCE
All orders are subject to acceptance by the wholesaler (“Seller”) of the Product Line (“Manufacturer”). Buyer (“Buyer”) is defined as the person, firm or company, authority or government department, which purchases the Goods from the Seller.
ENTIRE AGREEMENT
Acceptance of orders is based on the express condition that the buyer agrees to all of the terms and conditions contained herein. Acceptance of delivery by buyer will constitute buyer’s assent to these terms and conditions. These terms and conditions represent the complete agreement of the parties, and no terms or conditions in any way adding to, modifying, or otherwise changing the provisions stated herein, shall be binding upon manufacturer unless prior written approval is signed and approved by an officer of manufacturer. No modification of any of these terms will be affected by manufacturer’s shipment of goods following receipt of buyer’s purchase order, shipping request or similar forms containing printed terms and conditions conflicting or inconsistent with the terms herein.
FORCE MAJEURE
All quoted completion and delivery dates are estimates only. ProCreation shall not be liable for delays in completion, shipment, or default in delivery for any reason of force majeure or for any cause beyond Manufacturer’s or ProCreation’s reasonable control including, but not limited to,
(a) government action, war, riots, civil commotion, embargoes or martial laws, (b) Manufacturer’s inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of Manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in Manufacturer’s performance due in whole or in part to any cause beyond Manufacturer’s reasonable control, Manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.
INTERNET POLICY
Dealer internet websites may neither advertise, nor in any way, display the ProCreation name, logo, product images or any other proprietary company emblems or information without prior written consent from the company. Dealer websites may not display pricing lower than ProCreation’s MSRP. Please contact ProCreation for further company guidelines on internet usage.
PRICING
We reserve the right, without prior notice, to discontinue products or change specifications and prices on products. Prices always refer to one unit and are FOB Egypt (ProCreation’s Egypt factory) for Egypt clients, and Ex-Works Egypt for clients around the world. All pricing is determined by qualification of customer. Packaging is always included in our price; however, if the customer requires specific packaging, they will be charged accordingly.
TAXES
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered, hereby, shall be paid and borne by Buyer.ACCOUNTS & ORDER TERMS
There are no required minimums when purchasing at Designer Net pricing. Open credit terms will be considered on a case-by-case basis after the first pro- forma order. Balance is due upon completion, prior to shipping of merchandise. Upon completion, clients will have a total of four (4) weeks from the date they are notified for their final payment to pay all remaining balances on their order and to make the necessary transport arrangements. If an order is paid in full but still remains in storage in ProCreation’s warehouse, the storage fees will still be applicable after the four (4) weeks grace period. Only after the payment of such fees can the goods be picked up by the client. These fees are outlined in the PRODUCT AND STORAGE FEES section. All pieces are the property of ProCreation until payment is received in full. ProCreation reserves the right to defer the dispatch date until the balance of the order is received. All orders in the amount of EGP 10,000 or less will require payment in full prior to processing the order.NET PRICING QUALIFICATIONS
Incomplete Commercial Account Applications will not be accepted. Incomplete Commercial Account Applications will not be accepted. For Egypt clients to receive net pricing, an Egyptian tax exemption ID certificate or reseller’s license is required for an account.CONTRACT/HOSPITALITY ORDERS:
For customers outside Egypt, a copy of commercial registration of the company, related to interior design, architecture or reselling of furniture is also acceptable, having to be in English and correspondent to the Company in the Commercial Account Application - that will originate the "Bill To" client account.PRODUCT AND STORAGE FEES
Upon completion, clients will have a total of four (4) weeks from the date they are billed for their final payment to pay all remaining balances on their order. If the balance remains unpaid after the four (4) week grace period, a 5% storage fee will be applied weekly. This 5% will be calculated based on the total invoice amount, not the remaining balance. Orders that accrue storage fees cannot be released until the fees and remaining balance are paid. If the order extends eight (8) weeks past the date of final billing, the client consents to release the order to ProCreation stock, and the order deposit is lost.ORDER CANCELLATION
Orders are non-cancellable, nor returnable, after five (5) business days, starting from the day of the 1st payment. If the order is canceled within the allowable five business days, the amount already paid will be credited via a ProCreation Credit Note to the same entity who placed the order. Changes in orders, returns or cancellations require prior written approval from manufacturer. In every other aspect (delay, client indecision, loss of projects, etc) the amount paid to ProCreation will not be refunded or credited via a ProCreation Credit Note, and the client will lose any right to the goods. Such orders will be subject to change, cancellation or stocking fees up to 50% of the net selling price.
LEAD TIME
We reserve the right, without prior notice, to alter or change lead times. For orders of large quantities, we reserve the right to adjust the time of delivery accordingly.
FREIGHT
Shipping costs are not included in the price of an item. This in no way implies that ProCreation is responsible for the performance of the carrier. Seller product shipment includes door-to-door, unless stated otherwise in the estimate/proforma invoice. Delivery personnel are limited to delivering to physical shipping address only. They are not permitted to cross the threshold of building, home, or office with shipment. Nor can they handle, uncrate, or remove any packaging or materials. Buyer can request additional services for a higher fee. Additional services include: air freight and white glove services. Any shipments returned to Seller as a result of Buyer’s unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Seller including storage fees. Additional services would include, but are not limited to: air freight, special handling, and/or white glove services. Referral to a residential or white glove delivery service is by no means indicative of ProCreation responsibility in the handling or delivery of freight. Any shipments returned to Seller as a result of Buyer's unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Seller including storage fees.TITLE / RISK OF LOSS
Any claim by Buyer against Seller or carrier for shortage or damage occurring prior to delivery must be made in writing within forty-eight (48) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier, noting that the carrier received the goods from Manufacturer in the conditions claimed. All deliveries are subject to the accompanying Freight Receiving Rules.
WARRANTY AND DISCLAIMER
There are no warranties with our products. When issues arise, ProCreation reserves the right to determine whether a replacement or repair is most appropriate. Defective products will be either fixed or replaced within the normal production time period required to reorder and manufacture the replacement product. Furniture: Many wood and metal finishes are applied by hand and may vary in color, tone and character. While Manufacturer will make every effort to match a finish, no guarantee can be made of an exact match. Manufacturer does not guarantee finishes against fading and oxidizing. Variations in color and veining are inherent in stone and wood and considered to be part of the natural beauty. Furniture and lighting are handmade, and therefore are subject to slight variations. Textiles and Soft Goods: Manufacturer does not guarantee fabrics or soft goods, dyed or natural, from fading, normal wear, or slight variations in color. Dining Tables: Dining table designs are handmade and are subject to slight inconsistencies. Table tops and bases are made and shipped in separate crates. Glass table tops are not anchored to the base upon arrival, and thus does not guarantee maximum stability upon placement. Consoles: All console designs are handmade and subject to slight inconsistencies. Certain console designs could cause a small percentage of instability upon movement. Please exercise caution when moving consoles, providing proper support, as they are very fragile.
Samples
Please note that samples ordered through our website are intended as a representation of the color and texture of a fabric, leather or wallcovering, and may not show the full design. We aim to display the colors accurately, although we cannot guarantee that your computer’s display shows the true colors of our collection. The Samples sent to you may, therefore, vary slightly from the images on our website. All images on our website are for illustrative purposes only. Every effort is made to ensure that the fabrics, leathers and wallcoverings we supply correspond as closely as possible to our Samples. However, variations in color between batches may occur from time to time during normal manufacturing processes. We cannot guarantee that any fabric, leather or wallcovering that we subsequently supply will match exactly the Samples sent to you. All Samples of materials shown on our website are subject to availability.
SHIPPING / DELIVERY
As a service to our customers, ProCreation will arrange the shipping of orders via one of our preferred carriers. All charges are proforma and will be included on the final balance due notice. If the customer chooses to manage their own freight and delivery, ProCreation must be notified of the specific details of the movement. The handling fee for “customer’s own” pick-up will be according to the invoice value. Ownership of the product transfers to the customer (owner) upon the freight carrier taking possession of the order for transport. Therefore, responsibility for damage occurring in-transit is the owner’s and all claims for freight damage must be made within 48 hours of receipt. If customer selects their own freight carrier, freight claims must be filed directly with the selected carrier. ProCreation is not responsible for a customer’s own or third party freight damage and claim.
RECEIPT OF PRODUCT & INSPECTION OF PRODUCT
ProCreation highly recommends using a qualified receiving warehouse to receive, inspect, consolidate deliveries and facilitate in-home installation. A qualified receiving person should be present to accept products when delivered directly to a home. A signature on the POD (Proof of Delivery) upon receipt of the products confirms that the products are received in good condition unless exception is made on the POD. If the merchandise is refused upon delivery for quality or damage issues, the receiver should contact ProCreation immediately. If you are unable to inspect the merchandise at the time of receiving the shipment, note on the POD that any concealed damage of boxed or crated products will be the responsibility of the carrier or the manufacturer as determined upon inspection of the products.
- Have the driver sign your copy of the delivery receipt.
- Take pictures of noted damages of item and packaging.
- Do not discard packaging, as insurance adjuster will need to review item and packaging when a claim has been filed.
- Contact ProCreation as soon as you inspect item(s) received to advise them of any damages as a claim will need to be filed by them within 48 hours of delivery
Note: Courts have generally ruled that a consignee may not open the containers and examine the merchandise before giving a receipt to the carrier unless the containers indicate the probability of damage. If you discover damage after delivery and the delivery receipt has a vague notation or no notation, it may result in a denied claim. Damages that are caused by the Freight Carrier and occurred during transit from ProCreation to the Consignee, are not the responsibility of ProCreation. It is the Consignee’s responsibility to inspect items received upon delivery to ensure proper measures can be taken to file a claim with the Freight Carrier. **Photos of damages of the product, crate and packaging are mandatory for filing a claim, along with a written detailed description. ProCreation will not honor any claims without this documentation.** All product claims should be reported directly to ProCreation. Within 48 hours of receiving the product. You will then be given directives on how/where to send the proper documentation. Do not attempt a return without first having obtained a ProCreation written authorization. ProCreation will not accept returns without prior written authorization.
LIMITATION OF REMEDIES
Neither manufacturer nor seller shall be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other cause with respect to the goods or this agreement, whether such claim is based upon breach of contract, strict liability in tort, negligence or any other legal theory. Seller’s liability hereunder in any case is expressly limited, at manufacturer’s election, to repair or replace (in the form originally ordered) of goods not complying with this agreement, or to the repayment of, or crediting buyer with, an amount equal to the purchase price of such goods.
REMEDIES UPON DEFAULT
Seller requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Seller may, at its option, cancel any unshipped portion of this order, retain the goods and declare a forfeiture of the deposit as liquidated damages. In the alternative, Seller shall (in addition to other remedies available under any applicable Uniform Commercial Code or otherwise by law) have the right to appropriate and apply the goods to payment due hereunder. Seller may proceed to sell or otherwise dispose of the goods at public or private sale for cash or credit; provided, however, that Buyer shall be credited with the proceeds of such sale only when the proceeds are received by Seller. If any notification or intended disposition is required by law, such notification shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, to Buyer at the Buyer’s address set forth on the face side hereof. Any proceeds of the goods may be applied by Seller to the payment of expenses and costs to exercise Seller’s rights hereunder, and any balance of such proceeds shall be applied against Buyer’s account in such order as Seller shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid accounts.
EXCLUSIONS
All of Manufacturer’s drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Seller’s catalogues, prices lists or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement. Furniture and lighting are handmade, and therefore are subject to slight variations.
WAIVER
Waiver by Manufacturer or Seller of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time.
SEVERABILITY
In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision(s) shall be severed and the remaining terms and conditions shall remain binding and effective.