ABOUT / ARBITRAGO Terms & Conditions
Thank you for your interest in ARBITRAGO, Inc. (“ARBITRAGO“). Please find below our company policy.
ORDER SUBJECT TO ACCEPTANCE
All orders are subject to acceptance by the manufacturer or retailer of the Product Line (“Manufacturer”), at Manufacturer’s designated location for acceptance of orders.
THIS AGREEMENT APPLIES TO ALL PRODUCT(S) SOLD BY ARBITRAGO TO ITS CUSTOMERS. ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT CUSTOMER AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF DELIVERY BY CUSTOMER WILL CONSTITUTE CUSTOMER’S ASSENT TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE AGREEMENT OF THE PARTIES, AND NO TERMS OR CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON MANUFACTURER UNLESS MADE IN WRITING AND SIGNED AND APPROVED BY AN OFFICER OF MANUFACTURER. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFFECTED BY MANUFACTURER’S SHIPMENT OF GOODS FOLLOWING RECEIPT OF CUSTOMER’S PURCHASE ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR INCONSISTENT WITH THE TERMS HEREIN.
PRICES, PAYMENT AND TERMS
Pro-Forma Invoices, final Quotes and Sales Orders for the Product(s) are considered firm and accepted by Customer upon ARBITRAGO’s receipt of the signed “Pro-Forma Invoice”, “Quote”, “Sales Order” and/or “Order Acknowledgement” and the required minimum deposit of a minimum of 50% or, in some cases, full 100% of the Product(s) ordered (“Acceptance”). Full payment of the quoted purchase price is required to initiate order fulfillment, prior to release of the Product(s). All accounts shall be paid net when invoiced. Orders must be paid in full, including domestic shipping, handling, crating and packing, STORAGE, taxes and service charges prior to ordering your merchandise. Prices are subject to change without notice.
Prices do not include INTERNATIONAL SHIPPING, nor any international customs duties, taxes and any other charges. INTERNATIONAL SHIPPING with 1.5% of insurance fee (if elected by Customer) and crating charges but excluding any customs duties, taxes and any other charges will be billed separately.
ARBITRAGO will provide the Customer with an estimated completion date for the Product(s) and/or an estimated shipping date from a vendor to our Warehouse. However, due to various factors that may affect the time of manufacture of the Product(s), ARBITRAGO will not be held liable for any specific production delay or final completion time period.
Reserves may be placed for ten (10) working days, after which time they will automatically expire without notice. Renewal of the reserve is contingent upon availability and will require a deposit.
Production lead time begins from receipt of all the following: Order, payment (deposit or full payment, depending on Manufacturer), any material/leather and trimming required.
Customer agrees to pay for all cost and expenses incurred in collecting unpaid accounts, including collection agency fees and attorneys’ fees.
All prices are subject to correction as a result of possible errors or omissions.
CANCELLATION OF ORDERS, CHANGE OF ORDERS, RETURNS
ALL GOODS ARE CUSTOM MADE TO ORDER SPECIFICATIONS. ORDERS OF THE PRODUCT(S) MAY NOT BE CANCELLED NOR REFUNDED AFTER ACCEPTANCE (AS DEFINED ABOVE). CUSTOMERS ARE LIABLE FOR FULL PAYMENT FOR THE PRODUCT(S) AFTER ACCEPTANCE OF AN ORDER. CHANGES IN ORDERS, RETURNS OR CANCELLATIONS REQUIRE PRIOR WRITTEN APPROVAL FROM MANUFACTURER. SUCH ORDERS WILL BE SUBJECT TO CHANGE, CANCELLATION OR RESTOCKING FEES UP TO 50% OF THE NET SELLING PRICE. UNAUTHORIZED RETURNS WILL BE REFUSED AND RETURNED FREIGHT COLLECT.
ARBITRAGO IS NOT REQUIRED TO ACCEPT ORDER CHANGES REQUESTS. ARBITRAGO will make all efforts to accept reasonable change requests to orders subject to additional charges for materials, labor, and/or administrative costs. Any request for a change must be made by completing in writing an ARBITRAGO Change Order Request Form, and that form will be provided upon Customer’s request and must be sent to the ARBITRAGO via e-mail. Upon receipt of an ARBITRAGO Change Order Request Form, the order will be put on HOLD until both, the Manufacturer and the Customer, accepts in writing both the changes, as confirmed by ARBITRAGO, and any associated additional charges.
Textile, Leather, Finishes:
IF CUSTOMER WAIVES A CFA (CUTTING-FOR-APPROVAL), THE GOODS ARE NOT RETURNABLE. ANY TEXTILES OR LEATHER, WHICH HAVE BEEN CUT, TREATED OR PROCESSED ARE NOT RETURNABLE.
When requesting a CFA, please state yardage or square feet requirement; shipped fabrics may deviate from memo, showroom and purchase samples because of variations in dyes, dye lots, yarns spinning lots and weavers.
When COM (Customer-Own-Material) or COL (Customer-Own-Leather) is being used, we strongly recommend that the Customer provide a full-reference sample to ensure that the fabric is suitable for its intended purpose or use. We cannot be held responsible for any faulty or incorrect fabric supplied to Manufacturer. Please note that there may be an additional charge by Manufacturer that will be billed to Customer separately for backing if the fabric is of a delicate or lightweight nature.
Additional storage fees of 1% per 30-days will be charged to store merchandise if not picked up within sixty (60) days from the date of invoice for final balance due. Arrangements for additional storage time may be made, in advance, by contacting us at email@example.com. Daily, weekly and monthly storage fees will be provided.
By placing an order with us and under the Terms and Conditions of ARBITRAGO, Customer acknowledges and agrees to wave all claims against ARBITRAGO and its third-party warehouse. ARBITRAGO and its third-party warehous is not liable for any losses or damages of Product(s). Additionally, ARBITRAGO and its third-party warehouse is not liable for any damages where such damage recurred in a place where prior damage existed, or where such prior damage was previously repaired or restored, and any damages resulting from or to finishes incompletely or inadequately cured or dried, or which were previously broken down from age, abuse or otherwise.
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Customer.
TITLE / RISK OF LOSS
Once Customer’s Product(s) has been released by Manufacturer, Customer takes full ownership and responsibility for the item.
Delivery of goods to carrier shall be deemed delivery to Customer, and thereupon title to such goods, and risk of loss or damage, shall be Customer’s. Any claim by Customer against Manufacturer or carrier for shortage or damage occurring prior to such delivery must be made in writing within forty eight (48) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from Manufacturer in the conditions claimed, as well as photographs demonstrating any claimed damage. All deliveries are subject to the accompanying Freight Receiving Rules.
FREIGHT RECEIVING RULES
While damage cases during shipment are extremely rare, they do happen once in a while. We request you inspect the item(s) upon delivery and all damaged items must be refused during the delivery in order to qualify for a full refund or a replacement. All damages must be reported and documented immediately during the delivery date and time, otherwise your claim will not be valid. If an item is accepted during delivery, ARBITRAGO will not ship the item back to the factory or to ARBITRAGO and it is Customer’s responsibility to ship the item back to ARBITRAGO and qualify for a replacement. If an item is accepted during delivery, but discovered damaged and noted at the time of delivery, you must notify us within 24-hours from the delivery time with documented photographs and description of a damaged piece and ARBITRAGO will make every attempt to assist you with your damage claim. If damage or shortage or loss is not signed for and noted on the delivery slip, the manufacturer may not be able to ship replacements or replacement parts. PLEASE MAKE SURE TO INSPECT YOUR PRODUCT(S) CAREFULLY DURING DELIVERY PROCESS BEFORE SIGNING THE DELIVERY SLIP. By signing the delivery slip without any comments, you are signing that you received “All items in good condition” and therefore waiving your right to file a claim.
If the item(s) shipped via FedEx and any other carrier are damaged, simply refuse delivery by signing “Damaged Upon Arrival”. After delivery is refused and you provide us with a documented refusal information, our vendor (or, in some cases, ARBITRAGO) will file a claim and send a replacement product to you. If the product is accepted and damaged, you will be responsible for filing a claim with FedEx and any other carrier directly. For damages unnoticed at the time of delivery, we will require you to send us photographs via email within 24 hours, so that we can address and correct the situation. Most vendors will offer a 100% product replacement on defective or damaged goods in such cases.
When requesting a replacement order time is of the essence. Most carriers allow only 48 hours from the time of delivery for shippers to file freight claims. Please make sure to contact us within 24 hours to report any damage, defect, loss or shortage of items on your order. Please note that the manufacturers may not be able to honor replacements if too much time has passed between the deliveries and reported damaged.
METHOD OF SHIPMENT
Manufacturer will handle product shipments unless Customer specifies shipment method and if such method is accepted by Manufacturer. Any shipments returned to Manufacturer as a result of Customer’s unexcused delay or failure to accept delivery will require Customer to pay all additional costs incurred by Manufacturer, including STORAGE FEES.
ARBITRAGO is not responsible for delays in shipment beyond its control; including, but not limited to, material shortages and labor or transit strikes. ARBITRAGO will use its best efforts to notify Customer in the event of such delays. All quoted delivery dates are estimates only.
ARBITRAGO may, at the Customer’s request and for a fee, assist the Customer in arranging freight for delivery of the Product(s) to the final destination. Notwithstanding the foregoing, the parties hereto agree that freight, all duties, taxes and custom clearance fees are sole and exclusive responsibilities of the Customer. The Customer is responsible for all freight-related fees. All risk of damage or loss during shipment resides with the Customer. Any freight claims or problems with respect to shipping should be raised directly with the shipping company involved or an insurance company, if such is selected. ARBITRAGO hereby expressly waives, and the Customer hereby accepts the express waiver of ARBITRAGO with regard to any and all claims or problems with respect to shipping of the Product(s) whether or not ARBITRAGO provided the Customer with assistance or otherwise arranged for such shipping on behalf of the Customer.
Customer acknowledges that there may be additional charges imposed on any purchase as the result of fabric selections, quality and color, wood, metal and other finishes, installations, etc. The amount of the charge will vary from product to product and manufacturer to manufacturer.
Customer assumes all responsibility for proper measurements of the space to make sure the product fits and installation of merchandise. ARBITRAGO shall not be responsible in any manner for damage or the location in which it is displayed and/or used resulting from its installation, misuse, or mishandling.
WARRANTY AND DISCLAIMER
Except as specified herein, generally, Manufacturer warrants that any goods sold hereunder will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from misuse, accidents, abuse, neglect, mishandling or wear resulting from normal use. Defective products will be replaced within the normal production time period required to reorder and manufacture the same product.
The Customer hereby agrees that the manufacture of the Product(s) allows for moderate variation in result from this Site, Manufacturer’s web site, showroom and retail store samples, material swatches, Product(s) images, including printed and online imagery, and/or other previously constructed products of a similar type.
Furniture, Lighting & Outdoor:
Many wood and metal finishes are applied by hand and may vary in color, tone and character. While Manufacturer will make every effort to match a finish, no guarantee can be made of an exact match. Manufacturer does not guarantee finishes against fading and oxidizing. Variations in color and veining are inherent in stone and wood and considered to be part of the natural beauty. Many furniture and lighting product(s) is handmade, and therefore is subject to slight variations.
Outdoor Teak Furniture:
Like all wood, teak will expand and contract with moisture and temperature changes. Over time this may cause slight crazing and cracking in the wood. This is a natural occurrence and is not indicative of a failure in manufacturer workmanship. Natural teak will weather to a silver patina over time when exposed to the elements. Stain finishes will degrade over time and dirt and residue may adhere to the teak unless regularly maintained by washing, sanding, and reapplying stain regularly.Textiles, Wallpaper:
Due to the nature of specific patterns, some Manufacturers reserve the right to request Customer to order additional fabric yardage, as needed and when required during production. Manufacturer does not guarantee fabrics, dyed or natural, from fading. Fabric requirements are in linear yards.
Textiles and Wallpaper are considered FINAL SALE. No returns or refunds will be accepted on any orders without written consent.
THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS. THERE MAY BE A SEPARATE WARRANTY PROVIDED BY MANUFACTURER AND, IN THAT CASE, ALL WARRANTY WILL BE IN ACCORDANCE WITH IT.
CONTENT AND REFERENCES DISCLAIMER
ARBITRAGO tries to ensure that all content and information published at this website is current and accurate, however, ARBITRAGO website does not in any way constitute legal or professional advice and ARBITRAGO is not liable or responsible for actions arising from its use. In addition, ARBITRAGO is not responsible for the contents of any externally linked pages. Visitors to the ARBITRAGO website should not act upon ARBITRAGO website’s content or information without first seeking appropriate professional advice. ARBITRAGO website assumes no responsibility for information contained on this Site and disclaims all liability in respect of such information. In addition, none of ARBITRAGO website’s content will form any part of any contract between visitors and ARBITRAGO or constitute any type of offer by ARBITRAGO.
ARBITRAGO accepts no responsibility for and excludes all liability in connection with browsing this Site, use of information or downloading any materials from it, including but not limited to any liability for errors, inaccuracies, omissions, or misleading or defamatory statements. The information at this Site, or any external websites which names or links you may find on this Site, may include opinions or views which, unless expressly stated otherwise, are not necessarily those of ARBITRAGO or any associated company or any person in relation to whom they would have any liability or responsibility.
All content and information at ARBITRAGO Site might be changed or updated without notice. ARBITRAGO might also make changes or improvements at any time without notice.
All quoted completion and delivery dates are estimates only. Manufacturer shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond Manufacturer’s reasonable control including, but not limited to, (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) Manufacturer’s inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of Manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in Manufacturer’s performance due in whole or in part to any cause beyond Manufacturer’s reasonable control, Manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Customer of any goods shall constitute a waiver by Customer of any claim for damages on account of any delay in delivery of such goods.
LIMITATION OF REMEDIES
ARBITRAGO AND MANUFACTURER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, OR FROM ANY OTHER CAUSE WITH RESPECT TO THE GOODS OR THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. MANUFACTURER’S LIABILITY HEREUNDER IN ANY CASE IS EXPRESSLY LIMITED, AT MANUFACTURER’S ELECTION, TO REPAIR OR REPLACE (IN THE FORM ORIGINALLY ORDERED) OF GOODS NOT COMPLYING WITH THIS AGREEMENT, OR TO THE REPAYMENT OF, OR CREDITING CUSTOMER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH GOODS.
ANY CLAIM BY CUSTOMER WITH REFERENCE TO THE GOODS SOLD HEREUNDER FOR ANY CAUSE SHALL BE DEEMED WAIVED BY CUSTOMER UNLESS SUBMITTED TO MANUFACTURER IN WRITING WITHIN THIRTY (30) DAYS FROM THE DATE CUSTOMER DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.
REMEDIES UPON DEFAULT
Manufacturer requires payment for any shipment hereunder in advance. If Customer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Manufacturer or ARBITRAGO, if elected, may, at its option, cancel any unshipped portion of this order, retain goods and declare a forfeiture of the initial deposit made by the Customer as liquidated damages. In the alternative, Manufacturer or ARBITRAGO may (in addition to other remedies available under any applicable Uniform Commercial Code or otherwise by law) have the right to appropriate and apply the goods to payment due hereunder. Manufacturer or ARBITRAGO may proceed to sell or otherwise dispose of the goods at public or private sale for cash or credit and retain the proceeds of such sale as liquidated damages. If any notification or intended disposition is required by law, such notification shall be deemed reasonably and properly given if mailed at least ten (10) days before such disposition, postage prepaid, to Customer at the Customer’s address set forth on the face side hereof. Any proceeds of the goods may be applied by Manufacturer or ARBITRAGO to the payment of expenses and costs to exercise Manufacturer’s rights hereunder, and any balance of such proceeds shall be applied against Customer’s account in such order as Manufacturer shall determine in its sole discretion. Customer will remain liable for the balance of all unpaid accounts.
All of Manufacturer’s drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Manufacturer’s catalogues, prices lists or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement. Most furniture and lighting product(s) is handmade, and therefore is subject to slight variations. All sizes as indicated in the price list are within 1″ variance. The Customer is responsible for the final fit of the product(s).
Waiver by Manufacturer of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time.
In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision or provisions shall be severed and the remaining terms and conditions shall remain binding and effective.
This agreement shall be deemed to have been executed and delivered at Arbitrago Inc. 384 Fifth Avenue, 5th floor, New York, NY 10018 U.S.A. This agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the State of New York including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to the principles of conflicts of law thereof. All disputes shall be filed in with the American Arbitration Association in New York, New York and governed by the rules of AAA. Should any dispute, arbitration and/or litigation arise between the parties related to these Terms and Conditions of Sale, the arbitration fees and the prevailing party’s attorneys’ fees and costs shall be borne by the losing party. In the event that ARBITRAGO shall engage counsel to enforce its rights for collection of amounts due under these Terms and Conditions of Sale, the Customer agrees to pay to ARBITRAGO all costs of collecting including, but not limited to, reasonable attorneys’ fees and all costs of collection and litigation. These Terms and Conditions of Sale contain the entire agreement between the parties relating to the subject matter contained herein, and supersedes any and all other agreements, purchase orders, representations or warranties of the parties in connection with such subject matter. All decisions made in the arbitration will be consider binding and an entry of judgment shall be deemed to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction.
MODIFICATIONS TO THIS AGREEMENT
ARBITRAGO reserves the right, at in its sole discretion, to change, modify or otherwise alter these Terms and Conditions at any time without notice. Such modifications shall become effective immediately upon the posting thereof.