Terms and Conditions - Camira (Seller)
Supplier’s Conditions of Sale:
All purchase orders will be subject to Terms and Conditions in eﬀect at the time a purchase order is placed with Camira. The Terms and Conditions may be changed by Camira at any time by posting an updated version on its website at www.camirafabrics.com. Orders are placed at [email protected]
and will not be valid until a written acknowledgement is issued from Camira. To ensure correct order information, customers need to specify pattern name, product code and color name. Camira expressly objects to any additional or different terms and conditions, which may appear in any communication from a Customer. Any such additional or different terms and conditions shall not be effective or binding unless specifically agreed in writing by Camira. No such additional or different terms and conditions in any printed or electronic form from Customer shall become part of a purchase order, unless Camira specifically agrees in writing thereto.
All prices listed in our Price List (“Price List”) as mentioned on our website are net selling price per yard. We reserve the right to change pricing and discontinue fabrics listed in our Price List without prior notice. Prices are F.O.B Shipping Point, which shall be the Camira warehouse in Grand Rapids, Michigan. Canadian customers can refer to Canadian Price List at camirafabrics.com and also contact our customer service at [email protected]
for shipping and tax information.
2. Payment Terms
Regular payment terms are net 30 days from date of invoice. For new customers, orders will be handled on a Proforma basis until terms are established. Contact our customer service for any questions/credit application. Camira reserves the right to require full or partial payment of an order at the time such purchase order is accepted by Camira or at any time prior to shipment of such order regardless of customer account status.
3. Title and Risk Loss
Customer shall have title to the goods covered by the purchase or bear risk of loss for same once an order is shipped by Camira F.O.B Shipping Point. Camira warrants good title to any orders which have shipped free and clear of any security interest lien or encumbrance.
4. Credit Cards
Camira accepts all major credit cards. Credit card fees may apply.
5. Custom Fabrics
Custom orders are subject to minimum yardage requirements. Pricing on custom orders will be quoted upon request and requires a 50% deposit. Custom orders are non‐cancelable and non‐returnable once acknowledged in writing by Camira.
6. Shipping & Handling
Contact our customer service for shipping quotes or refer to the Price List for standard freight terms and cost. If no shipping instructions are given with the purchase order, Camira reserves the right to ship the best way we see ﬁt and charge freight according to our standard freight terms as stated in our Price List. Camira also reserves the right to apply additional charges for delivery outside of the contiguous United States. Customer hereby waives all claims against Camira regarding the method of transport, choice of carrier, or performance by any carrier, pertaining to the shipment of any order.
All orders shall be shipped F.O.B. Shipping Point. Accordingly, Camira shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of proﬁts or business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of our fabric (even if caused by the Camira’s negligence), nor shall any delay entitle the customer to terminate or rescind the purchase order unless such delay exceeds 60 days.
Where a time for delivery has been agreed but delivery is delayed for any reason beyond the control of Camira (for example, a delay due to the lack of availability of raw materials or late delivery by a supplier) a reasonable extension of time shall be allowed for delivery. Camira is not liable for delays derived directly or indirectly from war, invasion, hostility, governmental action, strikes or labor disputes, supply or material shortages, transportation diﬃculties, natural calamity, or any other causes beyond our reasonable control.
7. Cancellations & Returns
Camira will accept cancellations when possible and only after written consent is given. Approved cancellations may be subject to a cancellation fee. No cancellations are approved after the fabric is cut, treated with a special ﬁnish, backed or already packed and shipped.
A written Return Authorization from Camira is required for any returns and must be requested within 90 days of receipt of goods. The fabric will have to be returned to Camira’s warehouse in Grand Rapids, Michigan at customer’s expense and a 30% restocking fee ($100 minimum charge) will be applied before credit is given. Any fabrics returned will have to be in sellable condition, uncut and untreated. We will not accept returns of any discontinued or phased out fabrics.
8. Quality Control/Claims
Customers should examine all fabrics upon receipt and before cutting to make sure that they correspond to what has been ordered. Claims relating to product defects or wrongly shipped orders must be submitted in writing to Camira no later than 30 days from date of invoice. A written Return Authorization is required prior to returning a claim. To request a Return Authorization, contact our customer service at [email protected] and provide the purchase order details.
Camira shall not be obliged to replace any fabrics or make any allowance or other arrangements if, in our reasonable opinion, the defect has arisen from accident, misuse, neglect, incorrect installation, lack of reasonable maintenance or any other cause beyond our reasonable control.
Where the defect is reasonably attributable to the fault of Camira, we will replace the fabric but shall not be liable to the customer for any labor cost for installation, nor any other direct or consequential loss or damage for the customer.
From the date the Return Authorization is issued, the product must be received by Camira within 30 days in order for credit to be processed. Camira will rectify the order and reship or issue a refund/credit.
9. Pattern Repeat
Pattern repeats shown on our website and on sample material will vary to some extent. In order to prevent shortages, allow for some overage.
10. Colors & Natural Fibers
Camira manufactures fabrics to the highest standards of quality and color matching. However, commercially acceptable color variations among production lots may occur and may not always match exactly the colors on memo samples or fabric cards. If an exact color match is required, a cutting for approval should be requested when an order is placed.
Textile treatments and finishes are listed on our Price List. Camira may also use alternative finishes with comparable performance features. Treatments require minimum yardages and may have a finished length variance of +/- 10%.
12. Certificates & Testing
Fabric test information and certiﬁcates are listed on sampling material and also available at camirafabrics.com. Certiﬁcates are available upon request from [email protected]
13. Cleaning and Maintenance
Cleaning and maintenance instructions are listed on the sampling material. Contact our customer service or refer to our web site for our Fabric Cleaning Guide.
Unless otherwise indicated by the latest product information as displayed on the Camira website at www.camirafabrics.com, Camira fabrics meet or exceed Association for Contract Textiles (ACT) quality and performance standards. Camira guarantees that our products will perform in accordance with accepted industry standards when used under normal conditions and for the purpose intended, for a period of 10 years, unless otherwise noted on the individual technical speciﬁcations or sample material.
We conﬁrm the following in respect of our guarantee against the complete deterioration of the fabric’s structure in a particular area and loss of color on products:
All fabrics are supplied ﬁt for purpose, as stated in the speciﬁcations.
All products meet the stated technical speciﬁcation current at the time of manufacture.
All products will normally provide 10 years’ usage from the date of invoice providing:
i) Appropriate and good practice upholstery methods have been used by the furniture manufacturer.
ii) The fabrics are used for the intended application.
iii) Good quality foams/waddings have been used to protect the fabric from any wood/metal edges.
iv) Regular cleaning has been carried out by the end user (as speciﬁed in the Camira Cleaning Guide).
v) Fabric has only been subjected to normal 8 hour usage (not continuous usage/shift usage)
vi) Fabric has only been subjected to normal “wear and tear” and not subjected to misuse or abuse.
The warranty does not cover reverse crocking, damage caused by mold or mildew, improper storage, improper handling, improper maintenance, or any other damage or problem due to external causes unrelated to any product imperfection. Any additional after‐market treatment that is applied after purchase will void the Camira guarantee.
Camira’s warranty will be limited to a refund of the purchase price or replacement of the product with a mutually agreed upon product. The warranty does not include any labor costs or other related cost. We reserve the right for our technical staﬀ to investigate on‐site, any claim generated from this product guarantee.
15. Intellectual Property
Camira’s patterns and designs are protected by international copyrights. Procurement of Camira products does not give the buyer any rights to use the patterns and designs, including their images independent of the fabric material, without prior written authorization by Camira. Any unauthorized use will be prosecuted as infringement of copyrights.
Camira’s name, corporate identity elements and any electronic content on camirafabrics.com are protected by trademark rights. Any unauthorized use or misrepresentation, including copying or redistribution of images are not permitted without prior written authorization.
The Customer agrees upon demand to indemnify Camira against all losses, damages, injury, costs and expenses of whatever nature suﬀered by Camira to the extent that the same are caused by or relate to designs, drawings or speciﬁcations given to Camira by the buyer or the improper incorporation, assembly, use, processing, storage or handling of fabrics by the buyer.
18. Cancellation by Camira
Camira shall have the right to cancel all or any part of an unfulfilled purchase order(s) of Customer without penalty if:
- In Camira’s good faith judgment Customer is in default of any obligation related to such purchase order(s) and Customer has failed to correct such default within ten (10) days of receiving written notification by Camira of such default;
- In Camira’s good faith judgement, Customer appears unable to meet the continuing financial obligations to Camira associated with such purchase order, including a demand for partial or full payment of such purchase order made at any time prior to Camira’s shipment of such purchase order; or
- Customer becomes insolvent or makes an assignment for the benefits of its creditors, or any proceeding in bankruptcy, reorganization, or insolvency is instituted by or against Customer.
19. Contract Dispute Resolution
Any disputes regarding or relating to a purchase order and/or these Terms and Conditions shall be determined pursuant to the mediation and arbitration procedures of the American Arbitration Association (“AAA”), and administered by AAA in accordance with its mediation or arbitration rules, as applicable. The Parties shall endeavor ﬁrst to attempt to resolve the controversy or claim through mediation administered by the AAA, before commencing any arbitration. Any mediation or arbitration shall be conﬁdential (except as information may be required in any judicial proceedings brought to enforce these arbitration provisions or any award rendered hereunder) and shall be conducted in Kent County, Michigan. The state and federal courts of Kent County, Michigan, shall have exclusive jurisdiction over the enforcement of any mediation settlement or arbitration determination or award.
The Terms and Conditions shall be governed by and construed in accordance the laws of the State of Michigan, which shall specifically include the Uniform Commercial Code as adopted by the State of Michigan. Camira reserves the right to modify the Terms and Conditions without prior notice.
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