ALL TRANSACTIONS ARE GOVERNED BY PEYTON WEBSTER ASSOCIATES’ (“PW”) TERMS AND CONDITIONS OF SALE (“Terms and Conditions” or “T&C”). These Terms and Conditions may be updated from time to time, and Client agrees to be bound by the current and future terms. “Client” includes both the Account or business, and the Customer or individual representing the business.
a. Purchases Made Via Cart. Via the PW Website, Client may add swatches, samples, and products to a shopping cart. Purchases made via the shopping cart are subject to the terms and conditions herein. An “Order” submitted via the shopping cart is deemed by PW to be an offer to purchase, which PW may accept or reject in its sole discretion.
b. Purchases Made via Quote. At Client’s request, PW will furnish a Quote to Client. Quotes are valid for 30 days. An acceptance of a Quote (an “Order”) is deemed by PW to be an offer to purchase, which PW may accept or reject in its sole discretion. PW's acceptance of an offer to purchase is binding when a Job Number is created for the order. If the order does not properly reflect the material(s), quantity, pricing, tax, installation or set-up, or shipping/freight charges, please contact PW immediately.
c. General. Once an Order is processed, restocking, shipping, and all incidental fees will be incurred for any changes or cancellations. PW reserves the right to discontinue the sale of any product at any time. All prices are subject to change without notice.
2. Client Responsibilities.
a. Client agrees to abide to the Website Policies.
b. Client agrees to educate the end-user on the best use and care methods for all PW products sold. PW is not responsible for the misuse or mis-cleaning of products. If a Use and Care Guide is needed, please contact Customer Service at [email protected].
c. PW offers measuring, templating, and installation only in select areas. If Client requests a measurement or n in-person quote, Client agrees that a knowledgeable representative of its company will attend the meeting. If a template is required for a Custom Area Rug, Client agrees that a knowledgeable representative of its company will be present. If a product is being installed, Client agrees that either a knowledgeable representative of its company will attend the installation, or the end-user will be available to approve the work before the Service Provider leaves the site. Otherwise, PW will not be responsible for missing or wrong information or claims made, and any additional work will be made via a Change Order. PW offers measuring, templating, and installation only in select areas. PW will not install product purchased by another provider.
3. Credit & Tax Exemption Certificate. PW may, but shall not be obligated to, grant credit terms to Client. Acceptance of any Order is subject to final credit approval by PW. PW reserves the right to cancel any Order if PW deems Client unable to pay for any products. PW reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Client, either generally or with respect to a particular purchase order, and may require additional payment in advance. A Tax Exemption Certificate must be on file for the destination of the Order before an Order will be processed, unless PW allows an exemption (at the sole discretion of PW).
4. Terms. Invoices are payable in U.S. currency only. PW accepts online payments (ACH or credit card) and checks; however, PW reserves the right to charge up to a 3% fee for credit card payments. Checks should be made payable to: Peyton Webster Associates LLC and mailed to 1916 Old Cuthbert Road, Suite A3, Cherry Hill, NJ 08034. For unapproved Accounts, payment in full is required at time of order. For approved Accounts, a deposit of 50% is required at time of order; and the balance is due at delivery or completion of installation, (as the case may be). However, PW reserves the right to collect up to the full 50% of the second installment should the delivery or installation be postponed longer than 30 days from the date of Order and the postponement or delays are due to the Client (in PW’s sole discretion). Invoices are provided electronically; no paper invoices will be mailed. Invoices not paid within terms are subject to a 1.5% monthly finance charge. Client is responsible to cover any charges incurred in any event that the payment method is unable to process.
5. Carpet Color Swatch and Rug Sampling Program. PW offers a free carpet color swatch and complimentary rug sampling program to Clients. To participate, Clients are required to have a credit card on file. Clients may request up to five (5) carpet color swatches per day. Carpet swatches are shipped free to the address provided, and do not need to be returned to PW. Clients may also borrow on consignment up to five (5) rug samples at any given time. Rug samples may be available in various sizes, such as 12” square, 1’x1’6”, or 2’x3’ depending upon availability. Rug samples are shipped free to the address provided, and must be returned within 30 days. Client is responsible for returning the rug samples in new condition, via hand-delivery, UPS or FedEx, and on time. If not returned within 30 days or if not in new condition, Client agrees that they have purchased the samples, that their card on file will charged, and that Client may keep the rug sample(s). In some circumstances, a fee may need to be collected for rug samples. If this is the case, PW will notify Client prior to confirming the Order.
6. Cost of Delivery, Taxes and Other Charges. Unless otherwise stated, Client shall pay the costs of delivery of the products. Client shall pay all sales, use, excise or similar taxes, or other charges, which PW is required to pay, or to collect and remit, to any Government (national, state or local) and which are imposed on or measured by the sale. Most product pricing includes the shipping; however, shipping for most furniture and accessories is unknown and will be billed to the Client after the item(s) have shipped. Client hereby agrees to pay these final invoices immediately upon receipt.
7. Transfer of Property and Risk of Loss. PW retains the right and title to the products sold to Client until the products are delivered into Client’s possession; at which time the risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the products, transfers to Client.
8. Inspection, Returns. Client shall inspect the products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Client to provide PW with written notice of a claim (email is acceptable) within two (2) business days from the date of delivery or possession or, in the case of non-delivery, shall constitute a waiver by Client of all claims with respect to such products. Returns requested or claims made after two (2) business days are at the sole discretion of PW. PW is not responsible for items stored in Client’s receiving warehouse.
Any claim due to PW’s sole error (as determined by PW) will be resolved with no additional surcharge to Client. For any claim regarding a Manufacture or Mill defect, or installation issue, PW will work directly with the Manufacturer or Mill and/or Service Provider on Client’s behalf to rectify the situation to the best of its ability. Clients agrees to accept final decisions made by the Manufacturer or Mill and/or Service Provider.
There are no returns on custom products, including but not limited to custom area rugs and custom furniture.
Certain products are eligible for return, such as unused rugs and accessories. Clients must inform PW of the return and the reason for return. Clients are responsible for return shipping charges. Products must be returned within 20 days of the shipped date, in the original shelf condition. Client accepts the responsibility to pay restocking fees of up to 15%. There is no guarantee that a return made after 20 days will be accepted.
9. No Set-Off. Client shall have no right of set-off or withholding, and no deduction of any amounts due from Client to PW shall be made without PW's prior, express written approval.
10. Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN OR IN THE MANUFACTURER’S OR MILL’S AND SERVICE PROVIDER’S WARRANTY DOCUMENTS ARE THE ONLY WARRANTIES MADE BY PW IN CONNECTION WITH THE PRODUCTS AND THE SERVICES CONTEMPLATED HEREIN. PW MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO CLIENT, THE END-USER, OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, AND PW SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PW'S SOLE OBLIGATION FOR A REMEDY TO CLIENT SHALL BE TO MANAGE THE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS AND SERVICES. CLIENT ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS AND SERVICES PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS. Many of the products sold by PW are textiles used as flooring. PW cannot guarantee or warranty any use of textiles as flooring or on stairways, as these items will eventually show wear and tear. However, PW will work with the Manufacturer or Mill on Client’s behalf to file claims which reasonably appear to fall within the scope of the respective Manufacturer’s or Mill’s stated warranties.
11. Limitation of Liability. No claim by Client of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of product delivered or non-delivery, shall be greater in amount then the purchase price for the products in respect of which damages are claimed. IN NO EVENT SHALL PW BE LIABLE TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
a. Excuses for Non-Performance. If the manufacture, transfer or receipt by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Client's payment obligations.
b. PW's Rights. If Client should fail in any manner to fulfill the terms and conditions hereof, PW may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to PW.
c. Governing Law. This Agreement shall be construed, and the respective rights and duties of Client and PW shall be determined, according to the laws of the Commonwealth of Pennsylvania, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
d. Dispute Resolution. Should any dispute, controversy or claim arise out of or related in any way to these Terms and Conditions and/or any sale and purchase of products or services hereunder, the parties agree to work together to amicably resolve the situation. Both parties agree to consider attending mediation if they cannot come to a resolution together. As a last resort, any claims or legal actions shall be commenced and maintained in any state or federal court located in the Commonwealth of Pennsylvania. Both parties hereby submit to the jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
e. No Assignment. This agreement between Client and PW is not transferable by either party without the prior written consent of the other party, except that PW may assign this Agreement without Client's consent if the assignment is to a to an affiliate or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of PW's assets.
f. No Third-Party Beneficiaries. The terms and provisions herein are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not intended to confer third-party beneficiary rights upon any other person.
g. Compliance with Laws; Export Laws. Client and PW shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Agreement. Client agrees to adhere to all applicable US Export laws and regulations with respect to the products.
h. Entire Agreement, No Waiver, Severability. These PW's Terms and Conditions are the sole and exclusive statement of the parties' understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Client or submitted to PW. These Terms and Conditions constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. No waiver by PW of any of PW's Terms and Conditions or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these PW's Terms and Conditions. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect.
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Updated January 2023