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Terms and Conditions of Sale

    1. ACCEPTANCE. Receipt by Desks Inc.("Desks") of written acceptance of this Proposal from an authorized signatory of Buyer or of an original purchase order issued by Buyer within the requisite time period shall constitute Buyer's acceptance of this Proposal along with these Terms and Conditions (collectively, “Agreement”). To the extent Buyer's purchase order or any other statement of Buyer contains any terms or conditions in addition to or different from the Terms and Conditions of this Agreement, such terms and conditions are hereby rejected by Desks and shall not be binding upon Desks. This Agreement constitutes the entire agreement and understanding between the parties.
    2. CHANGES/CANCELLATIONS/ MODIFICATIONS. Any Buyer requested changes to this proposal are subject to the approval of Desks and the manufacturer of the products and shall require a written change order signed by Desks and Buyer. Once an order has been placed, it cannot be cancelled.
    3. CREDIT AND DEPOSITS. All orders are subject to credit approval and require a MANDATORY 50% deposit as set forth on the Proposal.
    1. PAYMENT TERMS. Buyer will be invoiced once the project is delivered and installed. The invoice is due in full net 15 days from date of invoice. A monthly service charge of 1.5% (18% APR) will be assessed on all unpaid balances beyond 30 days from invoice date. A service charge of 5% of the invoice amount will be added to all invoices paid by credit card. Buyer shall not withhold payment in excess of the selling price of the specific product that is subject to repair and/or replacement.
    2. FREIGHT/DELIVERY/INSTALLATION. Unless otherwise set forth in the proposal, all applicable freight, delivery and installation are included in this proposal and will be invoiced as a separate line item.
    3. TAXES. Unless otherwise noted, any applicable sales, use, excise or other taxes, customs and other fees, without limitation to import and export duties will be invoiced as a separate line item.
    1. DELIVERY. If included in the scope of services, delivery will be made during normal business hours. In case of drop shipments where products are delivered without installation, Buyer will receive and promptly inspect the ordered products. Desks will act as a “go between” for filing necessary freight claims in the event of damage on the product to help facilitate the resolution. Buyer shall have no claims against Desks due to freight damage nor withhold payment on account thereof. Desks will use all reasonable means to deliver products and services on the desired delivery date, but Buyer hereby agrees that Desks shall have no liability for any loss or damage arising out of any delivery date which is later than the desired delivery date.
    2. INSTALLATION. If included in the scope of services and specifically itemized in the proposal, installation will be made during normal business hours. At Buyer's request, installation performed beyond normal business hours will be subject to rates reflecting time and one-half for weekdays and double time for weekends and holidays.
    3. JOB SITE. Buyer’s job site will be clear of all obstructions and free of debris prior to installation and Buyer will furnish a safe place for installation and storage of products. Buyer will be charged for excessive handling, storage and transportation because of site conditions, activity or other trades, or other reasons not specifically identified in the proposal, at a standard hourly rate, or actual charges, if labor is performed by a third party. Unless otherwise noted, Buyer will furnish electric, heating, lighting, trash disposal containers, hoisting and/or elevators services, and suitable unobstructed dock space and staging areas at the job site without charge to Desks. If Desks is required to remove or handle existing furniture, the additional cost shall be billed to Buyer on an hourly basis. Once the installation has started, Buyer agrees to assume any expense incurred by Desks due to such changes made at Buyer’s request or for any reason beyond Desks control. Unless otherwise noted, Buyer will be responsible for contracting and paying an electrician if Desks determines a licensed electrician is required to install products.
    1. DISCLAIMER. Buyer will rely solely on the manufacturer of the products for any representation or warranties for products. DESKS MAKES NO REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ALL WARRANTIES OR OTHER LIABILITY OR OBLIGATION, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND BUYER EXPRESSLY WAIVES ANY WARRANTY CLAIMS IT MAY HAVE AGAINST DESKS FOR ANY PRODUCTS OR SERVICES. Buyer hereby releases and holds harmless Desks from any and all claims, actions, damages, costs, expenses (including reasonable attorneys’ fees), losses or liabilities of any nature incurred by or asserted or asserted against Buyer to the extent that such claims, actions, damages, costs, expenses, losses, or liabilities are caused by, arise from or are connected with products or services. Desks will act as a “go between” in the case any manufacturer defects on the product occur to help facilitate the resolution.
    2. LIMITATION OF LIABILITY. In no event shall (a) Desks be liable for any incidental, consequential, special, or punitive damages or lost or imputed profits or royalties arising out of this Agreement or its termination, whether liability is asserted in contract or tort (including negligence and strict product liability) and irrespective of whether a party has advised or has been advised of the possibility of any such loss or damage and (b) Desks' liability for damages hereunder exceed the total amount of the purchase price paid to Desks under this Agreement. Buyer hereby waives any claims that these exclusions deprive it of an adequate remedy.
    3. SECURITY INTEREST. As security for the purchase price of the products, Buyer grants to Desks a purchase money security interest in the products. Buyer authorizes Desks to file any financing statements and other instruments and Buyer shall otherwise cooperate with Desks in any manner deemed necessary to evidence, perfect or continue such security interest.
    4. FORCE MAJEURE. Desks shall not be liable for any failure to perform resulting from acts of God, labor disputes, strikes, the shortages of or inability to obtain from anticipated sources adequate materials, components, parts or products, or transportation facilities, or any other event beyond the reasonable control of Desks.
    5. JURISDICTION. This agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Buyer shall not assign its rights or obligations under this agreement to any party without the written consent of Desks.