The terms and conditions contained herein shall govern all sales of products and services entered into by Fashion Interiors Manufacturing Incorporated a Philippine Company, (“Fashion Interiors Manufacturing Incorporated, on behalf of and for the benefit of Fashion Interiors Manufacturing Incorporated and its subsidiaries and affiliates ( collectively, “Fashion Interiors Manufacturing Incorporated”) and you the purchaser of Fashion Interiors Manufacturing Incorporated Limited products (“Purchaser”). Product (“Product(s)”) is defined as any product and/or service provided by Fashion Interiors Manufacturing Incorporated.
Fashion Interiors Manufacturing Incorporated products are sold by default with “NO LOGO” and with “OUR STANDARD SHIPPING MARKS”. Purchaser must confirm if “Made in the Philippines and “Certificate of Origin” labels are required at time of Order placement and deposit payment. Use of purchaser’s logo, wash label, marks, barcodes, hand tags, and other customized identifiers are only applicable on full container orders. If such items are requested, manufacturing will only begin upon receipt of all necessary documentation, samples and instructions.
All Fashion Interiors Manufacturing Incorporated prices indicated are list prices. Prices are subject to change without notice after an order has been accepted. Fashion Interiors Manufacturing Incorporated reserves the right to change prices based on changes in quantities or total value of previously quoted contract quotations, change orders from the purchaser and to correct pricing on orders received with modifications from the original order. Unless otherwise acknowledged in writing, prices include packing but do not include freight or delivery, in-transit insurance, storage, service, taxes or receiving costs. All prices are FOB the factory location in the Philippines unless acknowledge otherwise in writing.
Terms and conditions set forth herein represents a Fashion Interiors Manufacturing Incorporated offer to sell product to the Purchaser. The Purchaser’s acceptance of a Fashion Interiors Manufacturing Incorporated Pro-Forma Invoice is an acceptance of these terms and conditions. In the event that the terms and conditions of an order are contrary to the terms and conditions indicated herein, these terms and conditions shall supersede any inconsistent or contrary terms and conditions indicated on the actual order or any other document supplied by the Purchaser. A waiver of any one term or condition shall not be deemed a waiver of any other term or condition.
Fashion Interiors Manufacturing Incorporated requires a deposit of 50% of the total purchase price for all orders. Orders received without a deposit will be held pending the receipt of the payment. Payment in full is due upon receipt of the final invoice before the merchandise will be released for delivery unless Fashion Interiors Manufacturing Incorporated agrees in writing to any other payment terms. A service charge of 1% interest per month will be applied to orders that remain unpaid beginning 30 days or more after the order(s) have been released for delivery. Cancelled orders are subject to a cancellation fee. Orders cancelled within 10 days are subject to charge in the amount of 50% of the total item price. Orders cancelled thereafter will be subject to a larger cancellation fee set at the sole discretion of correlation to the reasonable estimate of Fashion Interiors Manufacturing Incorporated actual losses on the cancelled order.
RETENTION OF TITLE
Risk of loss and title pass to the Purchaser upon tendering delivery of product to Purchaser’s premises or as soon as the products have been placed with a transport agent appointed by the Purchaser. However, notwithstanding delivery and the passing of risk in the products, title and property in the products, including full legal and beneficial ownership, shall not pass to the Purchaser until Fashion Interiors Manufacturing Incorporated has received the cleared payment in full for all Products delivered to the Purchaser under this and all other contracts between Fashion Interiors Manufacturing Incorporated and the Purchaser for which payment of the full price of the products thereunder has not been paid.
Delivery dates and lead times are estimates only, based on current production schedules at the time of the order and are subject to change. Production cannot begin and lead times cannot be calculated until the acceptance of order, receipt of the required deposit, confirmation of any changes, modifications or approvals to the original order. Fashion Interiors Manufacturing Incorporated shall not be held responsible for delays in the production. Fashion Interiors Manufacturing Incorporated shall not be liable for any costs related to late deliveries which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, acts of God or acts of any government or agency. Fashion Interiors Manufacturing Incorporated will not warehouse product on behalf of Purchaser. Once product is completed, we will proceed with immediate shipment. Purchaser’s freight forwarder instructions must be provided to Fashion Interiors Manufacturing Incorporated within two weeks from deposit date to all shipment preparation. If purchaser fails to provide such information, Fashion Interiors Manufacturing Incorporated reserves the right to arrange product shipment will ship product using our own appointed forwarder and add such costs to the commercial invoice.
Purchaser is responsible for obtaining all necessary licenses/or permits required for import delivery of product to final destination. All taxes, duties and associated charges are to be paid by Purchaser. Purchaser accepts full liability regarding import and product compliance with local laws and regulations. Fashion Interiors Manufacturing Incorporated makes no promise or representation that the product will conform to any federal, state or local law ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by and authorized representative of Fashion Interiors Manufacturing Incorporated or as identified in Fashion Interiors Manufacturing Incorporated product specifications. Fashion Interiors Manufacturing Incorporated shall not be responsible for any losses or damages sustained by the Purchaser or any other person as a result of improper use of the products. Purchaser shall defend, indemnify and hold harmless Fashion Interiors Manufacturing Incorporated and its employees against any loss, damage, claim, lawsuit, liability, judgement, or expense (including, without limitation, attorney’s fees) arising out of or in connection with any injury, or death of persons (including, without limitation, Purchaser’s employees and agents) or damage to or loss of property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, or use of the products by the purchaser. The obligations, indemnities and covenants contained in the paragraph shall survive the consummation or termination of this transaction.
Written orders received from the purchaser with all the correct information will be acknowledge by Fashion Interiors Manufacturing Incorporated in writing within 5 working days. Fashion Interiors Manufacturing Incorporated reserves the right to reject any order. The Purchaser must advise Fashion Interiors Manufacturing Incorporated in writing of any errors or discrepancies in the sales order acknowledgement within 5 days of the receipt of the said acknowledgement. Changes to an order are subject to additional charges, if any, for materials, labor and other related costs and are on hold until written confirmation from the purchaser is received. All furniture is subject to minor changes in details from the specifications noted as it applies to hardware, finishes and other minor upholstery details.
Fashion Interiors Manufacturing Incorporated reserves the right to make minor changes in furniture design, dimensions and other materials without prior notice. Fashion Interiors Manufacturing Incorporated products are handcrafted and can have minor variations. All dimensions can have slight variations. All dimensions shown are overall sizes. Wood and Leather finishes can vary from samples and exact matching is not guaranteed.
Fashion Interiors Manufacturing Incorporated Products are sold with a limited warranty against defects in materials and workmanship for a period of 3 months from the delivery date. Fully upholstered frames carry a limited warranty. Fashion Interiors Manufacturing Incorporated reserves the right to repair or replace defective Products at its sole discretion. This limited warranty does not extend to other materials supplied by the Purchaser or damage caused by shipping, accident, abuse, misuse, cleaning, or normal wear and tear. All other warranties expressed or implied are excluded.
LIMITATION OF LIABILITY
Fashion Interiors Manufacturing Incorporated’s liability on any claim of any kind, including loss or damage resulting from or in connection with the manufacture, sales, delivery, resale, repair, or use of any item covered by or supplied under these terms and conditions of sale shall in no case exceed the price of the item(s) which give rise to the claim. In case of dispute, all matters shall be resolved under the laws of the Philippines. Any action of breach of this agreement must be made within one year after the sale.
All claims for workmanship defects, shortages and errors must be made within 30 days, after the receipt of the merchandise. Failure to make a claim within this period of time constitutes acceptance of the merchandise and a waiver of claims. All products are inspected before shipping. All products are signed for by the freight company that the items have been picked up in good condition. Third party shippers have sole responsibility for any damage, loss or shortages incurred during transit. Purchasers or their receiving warehouses must inspect the items upon arrival and make claims for any damage, loss or shortages directly to the carrier. Fashion Interiors Manufacturing Incorporated is not responsible for any freight related claims but will always assist the purchaser in this process. No merchandise can be returned to Fashion Interiors Manufacturing Incorporated without its written consent. Unauthorized returns will be returned to the location of origin freight collect.
INTELLECTUAL PROPERTY RIGHTS
Purchaser warrants that Fashion Interiors Manufacturing Incorporated shall not infringe any intellectual property rights owned by a third party (including without limitation any patent, copyright, registered design or trade mark), by incorporating any instruction or design furnished or supplied by Purchaser in any products supplied hereunder.
All products must be warehoused in a clean, dry and low humidity or climate-controlled environment to minimize the potential for deterioration of quality. No claims will be accepted by Fashion Interiors Manufacturing Incorporated relating to quality problems encountered due to lack of proper storage or handling of product.
FOREFEITURE OF DEPOSIT
Undeliverable orders due to missing or incomplete data or instruction from the purchaser will be cancelled and deposit will be forfeited after 6 months from receipt of deposit
GOVERNING LAWS OF JURISDICTION
Terms and conditions shall be governed by the laws of the Philippines. Claims resulting in lawsuits must be filed with the court of competent jurisdiction in the Philippines.
INSTRUCTION OF PAYMENT
If payment terms are by T/T Remittance:
If payment terms are by Letter of Credit:
PROPOSED TEXT FOR LETTER OF CREDIT
14-18 Enterprise Road, Pampanga Economic Zone Pulung Cacutud, Angeles City Pampanga, Philippines 2009
Account Name: Fashion Interiors Manufacturing Inc
US$ Account No: 202660158710
Bank: Philippine National Bank, Angeles Branch
Bank Address: Sto. Rosario St., Angeles City, Pampanga, Philippines 2009
Swift Code: PNBMPHMM
TRANS SHIPMENT IS ALLOWED
PARTIAL SHIPMENT IS ALLOWED
NOTE: THE FIRST FOUR L/C CONDITIONS MUST ALWAYS BE INCLUDED ON THE L/C TEXT WITHOUT REVISION.