JESSICA LEV ANTIQUES LLC
PURCHASING SERVICES AGREEMENT
TERMS AND CONDITIONS
[April 30, 2021]
[April 30, 2021]
The Client named on the invoice (the “Client”) and Jessica Lev Antiques LLC (the “Company”) agree to following terms and conditions :
- Appointment – The Client appoints the Company to act as a purchaser of furniture, furnishings, textiles, accessories, decorative or other items (“Products”) as approved by the Client. Any Products to be purchased through the Company shall be approved by the Client, which may be through any means including email or oral approval. If a purchase instruction from Client to Company has not been retracted, upon the purchase of any Product by the Company on behalf of the Client, title to the offered Product shall pass to the Client and the Client immediately assumes full risk and responsibility for the Product and is liable for payment of the full purchase price (the “Purchase Price”) to the Company. If Client purchases any Product at the direction of Client but refuses to pay, Client shall be liable to pay to Company, as a liquidated damage, an amount equal to five times the sum of the Purchase Price plus any accrued interest and any attorney’s fees incurred by Company to collect. The parties acknowledge this liquidated damage is the sole remedy of the Company for non-payment and constitutes compensation and not a penalty. The Company may purchase delivery insurance for the Products and, in the event of a loss, will remit only the insurance proceeds actually received to the Client up to the Purchase Price. Any estimates or proposals provided by the Company shall be binding only if the Company explicitly says so in writing and, if not, are non-binding and only for the purpose of informing the Client of the potential cost of Products. Client represents and warrants that it will not purchase any Products offered, displayed or suggested by the Company, including in its newsletter or items specifically directed to Client, other than through the Company (“Exclusive Rep”). If Client breaches the Exclusive Rep, Client shall be liable to pay to Company, as a liquidated damage, an amount equal to five times the sum of the total amount paid for every item in breach plus any accrued interest and any attorney’s fees incurred by Company to collect. The parties acknowledge this liquidated damage is the sole remedy of the Company for breach of the Exclusive Rep and constitutes compensation and not a penalty.
- Applicability - Any purchases of Products for the Client by the Company or any other business dealings between the parties before or after the date of the invoice shall be subject to the terms and conditions in this Agreement and the terms and conditions in this Agreement shall survive the termination of this Agreement. All sales are expressly conditional on Client’s agreement to this Agreement, and/or any invoice issued by Company. Any orders of goods and/or services between Client and the Company; or acceptance of all or part of such order; or payment of all or part of such order; shall constitute assent to said Agreement. Any different or additional terms and conditions proposed by Client in a purchase order or any other document, are objected to by Company and will not be binding upon Company unless specifically assented to in writing by an authorized representative of Company. This Agreement represent the entire agreement of the parties as to purchases made by customer from Company, except and only where Company has agreed to other or additional terms and conditions in writing by an authorized agent of Company.
- Sales Tax –Client is responsible for all state and local sales tax. Client represents and warrants that any indication from Client that it is not required to pay state or local sales tax in the purchase of Products from Company shall be true and accurate at the time of representation and purchase.
- Payment – Payment for any purchased Products must be made within the lesser of 15 days after the invoice date or delivery of the Product to the Client. Any amount not paid within 30 days of the invoice date shall bear interest at the rate of 1.5% per month until paid. In addition to all other legal rights, the Company shall be entitled to withhold delivery of Products or the further performance should the Client fail to timely make payments when due.
- Returns – All sales of Products are final and non-refundable after it has been purchased by the Company, unless otherwise agreed to by the Company. In the event of a return, the Client shall be responsible for any shipping cost and a restocking fee as agreed to by the Company and Client or, if not so previously agreed to, as determined by the Company.
- Delivery – The Client is responsible for all shipping and handling and delivery insurance costs associated with delivering the Products. If agreed to by the Company, shipping and handling and delivery insurance costs may be included in the Purchase Price.
- Photography and Social Media – Client will permit Company or its representatives to photograph the Products at the request of the Company. Company will be entitled to use photographs for Company business purposes. In the event that Client or its representatives publicly displays or posts any images of the purchased Products in any magazine, public display, social media, or any other public forum it shall attribute the purchase to the Company (e.g. tag @JessicaLevAntiques on Instagram). In addition, Client shall provide the Company copies of any images of the purchased Product, it such images exist, and shall permit the Company to use or display the images for business purposes.
- Referral – The Company shall not be responsible for any products or services offered by any referral or third party.
- Warranty – Upon request, the Company shall provide any available photographs or a description of the Products, however, all Products are sold as is and neither the Company nor its representatives or affiliates give any warranty or guarantee or assume liability of any kind in respect to any Product with regard to merchantability, fitness for a particular purpose, description or condition. No statement made at the sale, in the bill of sale or invoice or elsewhere shall be deemed such a warranty of representation or an assumption of liability.
- REMEDY AND INDEMNIFICATION – THE CLIENT, ON BEHALF OF THE CLIENT, ITS AFFILIATES AND ANY OF THEIR REPRESENTATIVES OR CLIENTS, AND ANY OF THEIR SUCCESSORS AND ASSIGNS, IRREVOCABLY AND UNCONDITIONALLY RELEASES AND DISCHARGES, AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, MEMBERS, REPRESENTATIVES AND AFFILIATES FROM ANY AND ALL DIRECT OR THIRD-PARTY CLAIMS, DEMANDS, DAMAGES, LIABILITIES OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR PERSONAL INJURY, PROPERTY DAMAGE OR ATTORNEY’S FEES IN CONNECTION THEREWITH, EVEN IF CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT, THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF COMPANY (OR ANY SUCH INDEMNITEE), RELATING TO OR ARISING FROM, EITHER DIRECTLY OR INDIRECTLY, THIS AGREEMENT, THE PURCHASE OF ANY PRODUCTS, THE DELIVERY OF THE PRODUCTS BY THE COMPANY OR ANY THIRD PARTY.
- SOLE REMEDY - THE PARTIES TO THIS AGREEMENT AGREE THAT THE PROVISIONS UNDER THIS AGREEMENT CONSTITUTE THE SOLE REMEDIES OF THE PARTIES HERETO WITH RESPECT TO ANY MATTER ARISING OUT OF THIS AGREEMENT.
- CAP - IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES OR THEIRS REPRESENTATIVES BE LIABLE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACT, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS) OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATING TO OR ARISING FROM, EITHER DIRECTLY OR INDIRECTLY, THIS AGREEMENT. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY CLIENT TO COMPANY PURSUANT TO THIS AGREEMENT IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- Jurisdiction – Each party represents, covenants and warrants that they have fully read this Agreement and understand it; that they have executed it with the intent to be fully bound according to its terms, and that by signing it they have relied solely on their own knowledge and judgment. This Agreement is binding upon the Client and the Company only, provided that the Company may freely assign its rights and obligations under this Agreement at any time without prior notice and without consent. This Agreement shall be construed in accordance with the laws of the State of Texas and the parties agree that exclusive venue for the interpretation or enforcement of this Agreement shall be in a Harris County court.
- Disparagement - The Client agrees and covenants that the Client, its affiliates and any of their representatives shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its representatives and their existing and prospective customers, suppliers, investors, and other associated third parties, now or in the future.
- Miscellaneous – This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and supersedes all previous Agreements and discussions between the parties as to the matters hereinto addressed. In the event of a conflict between the terms of this Agreement and the terms in any order, the terms of this Agreement shall control. Any provision of this Agreement held to be void or unenforceable under any law shall be deemed stricken and all remaining provisions shall continue to be valid and binding. This Agreement may be terminated by the Company at any time immediately upon written notice to Client and may not be terminated otherwise. In addition, the termination shall be without prejudice to any and all other rights and remedies of Company and Client shall remain liable for all outstanding obligations owed by Client to Company and for all Products on order as of the termination date.
- This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, and delivered by facsimile or other means of electronic transmission (e.g. .pdf, Adobe Sign, or DocuSign), each of which shall be deemed to be one and the same instrument and an original document.