Terms & Conditions of Sale

iAtelier Services Corp.

(dba Casa Ispirata)

TERMS AND CONDITIONS OF SALE

For purposes of these Terms and Conditions of Sale ("Terms"), the term "iAtelier" refers to iAtelier Services Corp. (dba Casa Ispirata). The term "Customer" refers to the party or parties to whom iAtelier products and all other brands of furniture products distributed by iAtelier (collectively, "Products") are sold. Sales to Customer are expressly limited to and made conditional upon agreement to these Terms as stated herein. Any of the Customer's terms and conditions which are in addition to or different from these Terms are hereby objected to and shall be of no effect. Without limiting the foregoing, the fulfillment of Customer's order does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.

These Terms comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

These Terms shall control on all sales, including all direct shipment sales arranged by or through iAtelier Services Corp. whether or not Products are delivered by or through iAtelier.

1.  All prices for Products are set by iAtelier, are in U.S. dollars exclusive of shipping costs (unless specifically stated otherwise in writing from iAtelier), and are subject to change by iAtelier without notice. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Customer.

2. Customer's orders to iAtelier constitutes a continuing offer to purchase the Products identified in such order at the price payable in U.S. dollars in effect at the time the order is received and constitutes an agreement to these Terms. All orders are subject to acceptance by iAtelier at iAtelier’s discretion. Cancellations of an order must be in writing and are not permitted without the consent of iAtelier.

3. Credit terms, if any, begin when Products are invoiced by iAtelier. All shipments and credit terms are subject to iAtelier's continuing approval of Customer's credit.

4. Conditional sales terms are not offered.

5.  All sales are F.O.B shipping point where iAtelier first makes Products available to Customer or a Carrier approved by iAtelier. Upon transfer of Products from iAtelier directly to Customer or to an approved Carrier, all risk of loss or damage to the Products is transferred to Customer. Unless otherwise agreed, iAtelier may ship by any means it deems reasonable and reserves the right to reject any carrier from picking up from its warehouse. Shipment is authorized only to Customer's warehouse or authorized retail location unless otherwise expressly authorized by iAtelier.  Standard practice is to ship all items as ready unless specifically requested in writing to ship complete by the Customer.

6.  All shipping and handling charges relating to shipments to Customer are the sole responsibility of Customer and any such costs incurred by iAtelier shall be promptly reimbursed by Customer.

7.  iAtelier shall not be liable for late shipment, failure to fill any order, or for any other failure to perform as a result of any acts of God, flood, earthquake, war, terrorist threats or acts, strike or labor stoppage, fire, natural disaster, governmental intervention, pandemic, or other causes beyond iAtelier’s control. Such occurrences shall not however relieve Customer from his or her obligation to make payments to iAtelier hereunder.

8.  Customer agrees to reimburse iAtelier for any taxes (including federal, state, or local sales or use taxes) imposed upon iAtelier in connection with the sale of Products to Customer. Sales tax exemption certificates will be required from all Customers before any orders for Products will be accepted by iAtelier.

9.  iAtelier extends a limited warranty (the “Warranty”) to certain of its Products. The Warranty is available here. iAtelier warrants to Customer that Products and parts shall be free of defects in workmanship and materials, so long as these be put to “ordinary residential indoor use” (as defined in the Warranty) from the date of retail purchase until the Warranty expiration date and subject to the limitations and exclusions stated in the Warranty. iAtelier's Warranty is expressly in lieu of all other warranties, or representations, express, implied or statutory, including but not limited to any implied warranty of merchantability or fitness for a particular purpose and all other obligations or liabilities, whether in contract or in tort, all of which are expressly disclaimed. The Warranty does not cover any damage due to: (a) transportation (defects caused by a shipping carrier must be disputed with the carrier, which shall be exclusively liable to remedy the damage or defect).; (b) storage; (c) improper use; (d) failure to follow the product instructions or to perform any preventive maintenance (including staining or discoloration caused by non-manufacturer approved cleaning products or techniques); (e) tampering, alterations and modifications; (f) unauthorized repair; (g) normal wear and tear; (h) negligence; (i) chipping, denting, scratching, and gouging that occur from handling after shipment of the product; or (j) any other external causes such as accidents, pet damage, abuse, and/or other actions or events beyond our reasonable control. The above list is not exhaustive. Other restrictions and exclusions apply, and are outlined in the Warranty. iAtelier’s obligations under the Warranty are limited to repair or replacement of the Product(s) or part(s) covered by the Warranty that are, in iAtelier’s sole discretion, found to be defective in workmanship or materials upon examination by an authorized representative, followed by iAtelier’s receipt of satisfactory visual proof of the defect (or any other form proof as may be required by iAtelier’s at its sole discretion). Refunds are not available.

10.  IN NO EVENT SHALL IATELIER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT IATELIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.  Claims by Customers for shortages in count must be made in writing to iAtelier within 3 days following receipt of the relevant shipment. Claims by Customers for defective merchandise must be made within 30 days of discovery of the defect, pursuant to our Warranty [www.casaispirata.com]. After the aforementioned periods, Customer shall be deemed to have accepted the merchandise. Claims for replacement, repair or shortages will not be considered unless submitted to and approved by iAtelier representative by the applicable deadline. iAtelier reserves the right to inspect alleged defects before replacement, repair, or credit to Customer. The determination of a defect in a Product will be made solely in the judgement of iAtelier. Any unauthorized deduction from an invoice of amounts for defective Products or shortages may result in a suspension of shipments until such deduction is paid.

12.  No repairs to Products will be reimbursed by iAtelier without iAtelier's prior consent to the repairs. No Products may be returned to iAtelier without iAtelier's prior written authorization. Customer is expected to reasonably deluxe Products (unpacking, inspecting, assembling, cleaning and making minor repairs at Customer’s expense) prior to delivery. Claims for loss or damage due to shipment must be addressed by Customer directly with Carrier. Customer acknowledges and agrees that the remedies and procedures set forth in Sections 11 and 12 (and in the Warranty) are Customer’s exclusive remedies for the delivery of nonconforming merchandise.

13.  Unless otherwise specified on iAtelier's invoice or agreed by iAtelier in writing, payment for all Products shall be made prior to delivery and Customer shall make all payments hereunder by wire transfer, check or credit card and in U.S. dollars. Invoices subject to deferred payment must be paid in strict accord with terms stated on iAtelier's invoice. iAtelier shall not be obligated to ship any goods unless Customer has paid in full all prior invoices in accordance with the terms of payment. Customer may not claim any set off from any payment due iAtelier for any amount allegedly owed by iAtelier to Customer. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. If suit is instituted against Customer for collection, Customer agrees to pay all of iAtelier's collection costs, including reasonable attorney's fees and all litigation expenses.

14.  The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.  These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

16.  In addition to any remedies that may be provided under these Terms, iAtelier may terminate this agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

These Terms may be revised by written notice from iAtelier to Customer of changes or additions hereto. Any such new or additional terms shall be binding upon Customer effective with its first order thereafter.

These Terms are governed exclusively by the laws of the State of North Carolina, without regard to the conflicts of law provisions thereof or the Convention on the International Sale of Products, which shall not apply, and Customer submits to the jurisdiction of the federal and state courts therein and waives any objection to venue or based on forum non conveniens.

The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof.