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The sale of the rug(s) described on Exhibit “A” attached hereto and incorporated herein by reference is made on the express condition that Vendor assents to the promises, terms and conditions set forth below:
1. ON APPROVAL: As long as the rug(s) are delivered within the city limits, trade Vendors may take the rug(s) out on approval from Nashville Rug Gallery, LLC’s (“NRG”) trade only warehouse for a maximum of 48 business hours. If a rug is delivered out of state or to another city, Vendor will have 2 weeks to either sell or return the rug(s). Vendor is responsible for transporting the rug(s) to the proposed purchaser and back to NRG’s warehouse, if a sale is not consummated and for all costs associated therewith. Vendor may elect to have NRG pick up any return rug(s) at a Vendor’s trade only warehouse once a month, by appointment only. Vendor bears all risks of loss or damage to the rug(s) as soon as the rug(s) are taken by Vendor from NRG’s warehouse.
2. RETURNING RUGS OUT ON APPROVAL. Vendor will indicate items to be purchased and items to be returned. After items on “approval” have been returned by Vendor in condition acceptable to NRG, NRG will process payment for those items purchased. Payment must be made by cash, check or Federal Reserve bank wire transfer to an account designated by NRG. All sales are final.
3. EXTENSIONS. NRG understands that certain unforeseen circumstances may occur which prevent the return of the items on approval within the period designated in Paragraph 1 above. It will be the vendor’s responsibility to inform NRG prior to the expiration of the times set forth in Paragraph 1 as to the cause of the delay and to obtain NRG’s approval as to when the rug(s) will be returned.
4. RETURNED CHECKS/NON-PAYMENT. All returned checks will be accessed a $50 return processing fee.
5. INTEREST. In the event of Vendor’s non-payment of any and all monies due herein, Vendor will pay interest on the amounts due hereunder at the maximum rate per annum (based on 360 days) allowed by law from the date such monies are due until payment is made.
6. TITLE AND OWNERSHIP. NRG retains title and ownership of all rug(s) until all payments have been received and paid in full.
7. TIME OF THE ESSENCE. Time is of the essence in the obligations imposed upon Vendor under this Agreement.
8. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, County of Davidson.
9. ATTORNEYS FEES. In the event NRG finds it necessary to engage an attorney to enforce its rights or Vendor’s performance under this Agreement, Vendor will be responsible for all costs of collection, including but not limited to attorney’s fees and court costs.
10. DISCLAIMER AND ACKNOWLEDGMENT. NRG and NRG’s consignor(s) make and have made absolutely no express or implied representations or warranties of any kind or nature whatsoever concerning or with respect to the rug(s), including without limitation, any warranty of merchantability or fitness for a particular purpose, any representation regarding the correctness of the description, physical condition, size, quality, rarity, importance, medium, provenance, literature or historical relevance of the rug(s) and no statement, whether oral or written, whether made in a catalogue, website, an advertisement, a bill of sale, a salesroom posting or announcement, or elsewhere, shall be deemed such a warranty, representation or assumption of liability. Neither NRG or its consignor(s)are responsible for errors or omissions in a catalogue, glossary, or in any supplemental material. Vendor acknowledges and agrees that if Vendor consummates the purchase of the rug(s) pursuant to this Agreement, Vendor shall do so solely on the basis of its inspections, examinations and inquiries concerning said rug(s) and Vendor further acknowledges and agrees that Vendor shall acquire and accept the rug(s) "AS IS” and “SUBJECT TO ALL FAULTS, WHETHER PATENT OR LATENT."
11. VENDOR’S EXCLUSIVE REMEDIES. Any claim of any kind will be limited to the purchase price of the rug(s), as shown on the invoice. The foregoing shall constitute Vendor’s exclusive remedies. NRG will in no event be liable for INCIDENTAL OR CONSEQUENTIAL DAMAGES.
12. NON-ASSIGNABILITY. This Agreement is not assignable in whole or in part by Vendor without the prior written approval of NRG and any attempted assignment shall be void.
13. MODIFICATION AND AMENDMENT. This Agreement may not be changed, modified or amended except as expressly set forth in a separate writing signed by NRG and Vendor.
14. ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto represent and constitute the complete and entire understanding and agreement between NRG and Vendor with respect to all matters pertaining to the purchase of the merchandise described in this Agreement and supersede any and all prior or contemporaneous covenants, agreements, terms, provisions, undertakings, statements, representations or warranties, whether written or oral, of any party hereto.