STANDARD TERMS AND CONDITIONS
The following Allura Event Furniture Contract Standard Terms & Conditions (“Terms”) sets forth the terms under which the below signed or entity (the “Client”) shall purchase, from time to time, certain furniture and specialty items (“Products”) offered by Allura Event Furniture, a Shelter Structures America brand, headquartered at 405 Via Chico, Suite 1, Palos Verdes Estates, CA 90274 (“Allura”). By signing any estimate, invoice or other agreement with Allura Event Furniture, Client acknowledges and accepts these Terms and agrees that these Terms shall be incorporated into and made a part of any and all Invoice(s) (as defined below in Section 1), and that these Terms shall take precedence and control in the event of any conflict therewith. The Client further acknowledges that the Terms may change from time to time without prior notice to Client, and that the latest Terms, as amended, shall govern each applicable order. The latest Terms will be provided to the Client in each Invoice issued by Allura Event Furniture or Shelter Structures America as it relates to Allura.
1. INVOICES. All Product purchases shall be set forth in an Allura contractual invoice (“Invoice”) prepared by an ALLURA representative and delivered to Client for Client’s approval and acceptance. All pricing in an Invoice shall be in U.S. dollars and shall be guaranteed for thirty (30) days from the date of the Invoice, unless agreed to otherwise in writing signed by ALLURA prior to acceptance. Fluctuations in currency exchange rates after acceptance of an Invoice, even if Product delivery is delayed, shall be at Client’s sole risk and shall not entitle Client to forego any of its obligations herein or in the Invoice. Client shall have an allotted amount of time setforth on the invoice to accept the terms as evidenced by Client’s electronic or physical signature on the Invoice, Client’s submission of an email acceptance, or other form of written acceptance referencing the Invoice (“Accepted Invoice”). Any changes to the terms of an Accepted Invoice must be mutually agreed upon by the parties in writing and may require additional fees. Order processing will not commence until Invoice is accepted and payment is tendered.
2. ORDERS. To place an order for Products (“Order”), Client must deliver to ALLURA the following: (i) an Accepted Invoice; (ii) payment – payment in full, or a deposit in an amount pre-approved by Allura management in its sole discretion, or other satisfactory credit terms pre-approved by Allura in its sole discretion; and (iii) a complete and accurate “ship to” address and destination type as commercial or residence so that freight charges and delivery dates can be accurately calculated. No Products will ship until Allura has received payment in full for the applicable Invoice unless satisfactory credit terms are established by Client with Allura in advance.
3. CANCELLATIONS. The following terms and conditions control:
| If Order cancelled within 48 hours after placement of Order by Client: | If Order cancelled more than 48 hours after placement of Order by Client: | |
| Stocked Products | No cancellation fee | 20% cancellation fee |
| Non-Stocked Products | No cancellation fee | 50% cancellation fee |
| Special Order Products | Non-cancellable; entire amount due & payable by Client upon placement of Order unless otherwise pre-approved in writing by ALLURA in its sole discretion. | |
| Customized Products | Non-cancellable; entire amount due & payable by Client upon placement of Order unless otherwise pre-approved in writing by ALLURA in its sole discretion. |
4. PAYMENT. Unless satisfactory credit terms are established in advance by Client with Allura, payment in full for Products is required at the time of ordering and, in any case, prior to shipment of Products. Payment can be made by check, credit card (American Express, MasterCard, Visa and Discover) ACH or wire transfer. Credit terms may include a deposit in an amount determined by Allura in its sole discretion with Net 30 payment terms, or such other credit terms that are satisfactory to Allura. Payment of all amounts due to ALLURA must be made in U.S. dollars, unless otherwise agreed to in writing. ALLURA reserves the right, at its sole discretion, to establish or alter credit limits and terms, to delay shipment of Products, or to require alternate terms and conditions based upon Client’s payment history and financial condition. Without limiting the foregoing, if Client fails to pay for Products, or if Client’s financial condition becomes impaired or unsatisfactory to ALLURA, ALLURA may require Client to provide satisfactory security and may withhold further deliveries until security is received. Any amount payable by Client that remains unpaid after the due date will be subject to a late charge equal to the lesser of one-and-a-half percent (1.5%) of the balance due per month, or the maximum rate allowable by law from the due date until such amount is paid. Client will reimburse ALLURA for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments.
5. TAXES. All prices payable for Products are exclusive of taxes. Client will pay all applicable sales taxes, excise taxes, use taxes, value added taxes, duties, goods and services taxes, and other taxes), except to the extent Client provides ALLURA with a valid resale or sales tax exemption certificate or other evidence of such exemption in a form acceptable to ALLURA.
6. CREDIT. In the event that ALLURA provides credit to Client, ALLURA hereby reserves, and Client hereby grants to ALLURA, a security interest and purchase money security interest in the Products sold to Client and the proceeds thereof, in the amount of the purchase price. In the event Client defaults on Client’s payment obligations to ALLURA, ALLURA has the right to repossess such Products without liability to Client. These security interests will be satisfied by payment in full. A copy of the Invoice or Order may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage in order to perfect ALLURA’s security interests. At request of ALLURA, Client agrees to and will execute any financial statements and other instruments ALLURA requires to perfect and enforce its security interests in the Products.
7. SHIPPING, HANDLING & DELVERY. ALLURA will use commercially reasonable efforts to communicate the most current and accurate Product delivery and inventory information. On occasion, some items may not be available when payment is received. ALLURA will use commercially reasonable efforts to ship any back-ordered Products on the date set forth in the Invoice or an agreed upon date between Client and ALLURA. In the event that an available date changes, Client will be notified promptly. Delivery dates are estimates only, and ALLURA will not be liable for any damage, loss, or expense incurred by Client if ALLURA fails to meet the specified delivery dates. Client agrees that ALLURA may make partial shipments of Products, and each Product shipment will constitute a separate and independent transaction. All Products will be packaged in the manner determined by ALLURA, unless otherwise requested by Client and agreed to in writing by ALLURA. ALLURA shipping and handling charges include any surcharges for over-sized items. Delivery requirements must be submitted to ALLURA on the Delivery Site Survey form provided by an ALLURA team member or located at All Brand_Contract_Delivery_Req_Form.pdf. Client or its agent must inspect the Products upon delivery or pick up, and unless ALLURA is notified in writing within five (5) calendar days of delivery or pick up, no returns will be accepted (see Section 10, Repair or Replacement Policy, for details).
7.1 Destinations within the Continental United States. Furniture Products will be delivered within a determined time frame available, by a freight company, UPS, FedEx or similar carrier, with tracking information available to Client. The following shipping options are available, subject to ALLURA’s reasonable discretion to select a preferred method: (i) ALLURA shall deliver purchased Products, Freight on Board (F.O.B.), to the “ship to” address set forth in the Order, in which case Client shall reimburse ALLURA for all related shipping, handling, and insurance costs and expenses; (ii) ALLURA shall ship purchased Products, F.O.B., using a third party carrier to the “ship to” address set forth in the Order, in which case Client shall reimburse ALLURA for all related shipping, handling, and insurance costs and expenses; or (iii) Client or its agent shall take possession of purchased Products from ALLURA at a location in the continental United States (U.S.) designated by ALLURA, in which case the risk of loss transfers when the Client or its agent takes possession of the Products.
7.2 Destinations in Canada. The following shipping options are available, subject to ALLURA’s reasonable discretion to select a preferred method: (i) ALLURA shall deliver purchased Products to final destinations within Canada, duty unpaid (DDU Incoterms 2000), to the “ship to” address set forth in the Order. Client shall reimburse ALLURA for all related shipping, handling, and insurance costs and expenses and Client shall be responsible for payment of all import duties. Title and the risk of loss shall pass to Client upon delivery; (ii) ALLURA shall ship the purchased Products to final destinations in Canada, duty unpaid (DDU Incoterms 2000) using a third-party carrier to the “ship to” address set forth in the Order. Client shall reimburse ALLURA for all related shipping, handling, and insurance costs and expenses and Client shall be responsible for payment of all import duties. Title and the risk of loss shall pass to Client upon delivery; (iii) Client or its agent shall take possession of purchased Products from ALLURA at a location in Canada designated by ALLURA, in which case title and the risk of loss transfers when the Client or its agent takes possession of the Products; or (iv) Client shall select and work with a qualified freight forwarder in the continental U.S. (“Freight Forwarder”) in accordance with Section 7.4 of this Agreement and ALLURA will deliver the purchased Products to Client’s Freight Forwarder.
7.3 Destinations Outside the Continental U.S. and Canada. The following shipping options are available, subject to ALLURA’s reasonable discretion to select a preferred method: (i) Using a third-party logistics provider selected by ALLURA, ALLURA shall deliver purchased Products final destinations outside the continental U.S. and Canada (an “Offshore Location”). Unless otherwise agreed between both parties, all costs of shipping the Products to an Offshore Location, including, but not limited to, all importation costs (including customs, duties, taxes and fees), all in-country delivery fees and all applicable taxes shall be the sole responsibility of the Client. Title and the risk of loss transfers when the Client or its agent takes possession of the Products at the Offshore Location; (ii) Client shall select and work with a Freight Forwarder in accordance with Section 7.4 of this Agreement and ALLURA will deliver purchased Products to Client’s Freight Forwarder; (iii) Client shall take possession of purchased Products at a consolidation port in the country of origin designated by ALLURA, in which case title and the risk of loss transfers when the Client or its agent takes possession of the Products at the port; or (iv) Client or its agent shall take possession of purchased Products from ALLURA at a location in the continental U.S. designated by ALLURA, in which case the risk of loss transfers when the Client or its agent takes possession of the Products.
7.4 Terms Governing Client’s Use of a Freight Forwarder. Unless otherwise agreed between the parties, Client shall be responsible for complying with all U.S. and foreign export and import laws and regulations and will obtain all required U.S. and foreign authorizations, permits or licenses with respect to the Products. Unless otherwise agreed between the parties, Client shall also be responsible for complying with all U.S. and foreign export and import documentation requirements, including the preparation and filing of all shipping and other documentation necessary for export and import clearances. ALLURA, as the USPPI (U.S. Principal Party in Interest), will provide to Freight Forwarder “Basic Commodity Information” (name, EIN number, U.S. Harmonized Tariff Codes, Product description, Product quantity, Product value, Product weight, Product carton dimensions) in a routed export transaction. ALLURA will also provide, upon request, a “Consent to Screen” and a copy of ALLURA’s standard commercial invoice. Client must provide ALLURA with a Bill of Lading (“BOL”) prior to ALLURA’s delivery of the Products to Client’s Freight Forwarder. If Client is unable to provide ALLURA with a BOL in advance, Client may be required pay all applicable sales tax to ALLURA in advance, which sales tax shall be refunded by ALLURA after ALLURA receives the BOL. Unless otherwise agreed between both parties, all costs of shipping the Products to an Offshore Location, including, but not limited to, all importation costs (including customs, duties, taxes and fees), all in-country delivery fees and all applicable taxes shall be the sole responsibility of the Client. The Freight Forwarder shall not be construed to be an agent of ALLURA, and ALLURA shall not be held responsible for any delay or inability of the Freight Forwarder to make deliveries for any reason. Upon Product delivery to the Freight Forwarder, Client (or the Freight Forwarder on the Client’s behalf) shall sign-off on documentation acknowledging receipt of the Products and the quantities/SKUs received. Regardless of whether Client or Freight Forwarder acknowledges receipt, all title and risk of loss shall transfer from ALLURA to the Client upon ALLURA’s delivery of the Products to the Freight Forwarder, and delivery shall be deemed to have then occurred.
8. LIMITATIONS ON RESALE OF PRODUCTS. Client represents, warrants, and agrees that it will not resell Products to third parties who intend to, or in fact do, further resell the Products to individual consumers as a retailer. Client acknowledges that ALLURA has set its prices and entered into these Terms in reliance upon Client’s intention not to resell the Products to such third parties, and that the same forms an essential basis of the bargain between the parties. Therefore, any resale of the Products in violation of this Section 8 shall constitute a material breach of these Terms, and ALLURA shall have the right to immediately terminate these Terms and Client’s account by delivery of written notice to Client, and ALLURA shall further be entitled to obtain injunctive or other equitable relief against Client.
9. USE OF PRODUCTS WAIVED FOR COMMERCIAL USE. ALLURA supplies Products for Client’s Commercial Use (e.g., use in event rental organizations, hotels, restaurants, bars, commercial ancillary spaces, public indoor and outdoor amenity spaces). Client shall disclose to ALLURA in sufficient detail, Client’s intended, anticipated, and foreseeable use of the Products (“Intended Use”). If ALLURA determines, in its sole discretion, that the Products desired by Client are not suitable for the Intended Use and Client nevertheless purchases the desired Products, Client will execute ALLURA’s standard Assumption of Risk, and Limitation of Liability document. Client accepts and assumes the risk of all property damage, personal injury, or death resulting from the use or misuse of the Products by itself and any third parties, including, but not limited to: losses, liabilities, demands, penalties, judgments, damages, costs, and expenses resulting from any and all claims, demands, actions, and other proceedings brought by or on behalf of itself or any third party. In no event shall ALLURA be liable for any incidental, consequential, special, punitive and/or indirect damages, or for any loss of business, sales, or profits, arising from or related to the Products or these terms, whether in contract, tort, negligence, or any other legal or equitable theory, even if advised of the possibility of such damages or loss. ALLURA’s liability to Client for any reason shall not exceed the purchase price of the Products giving rise to the foregoing liability.
10. REPAIR OR REPLACEMENT POLICY
10.1 All Products are considered to be in good condition and error free when title transfers unless, within five (5) calendar days of Product delivery or pick up to the shipping address on record, the Client reports a material Defect or Order error via email to the Client’s ALLURA sales representative, or ALLURA management (sales@AlluraEventFurniture.com). Client or its agent should inspect all deliveries immediately upon delivery or pick up, and should make note of any damage to boxes when signing for Product deliveries. No replacements or refunds will be given for Products moved or re-shipped after delivery to the shipping address on record. Defective Products and Products delivered in error may be returned to ALLURA only after obtaining a Return Authorization Number from ALLURA. The ALLURA team will arrange for pickup of affected Products if so desired by ALLURA. If ALLURA determines after inspection that such returned Products contain a material Defect, ALLURA will, at ALLURA’s option, repair or replace the Products free of charge and will re-ship, re-delivery, or make the Products available for pick up in the same manner as the original order. If ALLURA determines that such returned Product was delivered in error, ALLURA will correct such error and re-deliver the Product ordered to Client. “Defects” are defined as imperfection in material or workmanship that will impair the use of the Products.
10.2 If Client finds a material Defect in any Product, part or component within six (6) months of the date that title to the Products passed to Client, provided the Product was properly stored, handled, assembled, maintained, and used by Client under normal conditions for Commercial Use, Client must report such Defect via email and during the Policy Period to the Client’s assigned representative or at (sales@AlluraEventFurniture.com). Defective Products may be returned to ALLURA, freight prepaid, only after obtaining a Return Authorization Number from ALLURA.
10.3 If after inspection any such returned Product is determined by ALLURA to qualify for this repair or replacement policy, ALLURA will, at ALLURA’s option, repair or replace the Product free of charge. This repair or replacement policy is limited to Client (and not any third-party user or purchaser), and is conditioned on Client providing a valid proof of purchase. This repair or replacement policy does not cover: (i) Defects caused by improper product storage, handling, assembly, installation, maintenance, or use; (ii) Defects occurring to the Products after purchase due to Product modification, intentional damage, accident, misuse, abuse, or negligence; (iii) normal Product wear and tear due to age and/or use; (iv) labor or assembly costs; or (v) variations of color or texture in Products made of natural materials (e.g. wood, leather, paint, stain, etc.).
10.4 THE ABOVE REPAIR OR REPLACEMENT POLICY IS THE CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND SETS FORTH ALLURA’S SOLE OBLIGATION TO CLIENT REGARDING THE PRODUCTS. ALLURA DISCLAIMS ANY AND ALL ASSURANCES (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) RELATING TO THE PRODUCTS PROVIDED BY ALLURA, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED ASSURANCES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE (EVEN IF THE PARTICULAR USE OR PURPOSE IS DISCLOSED TO ALLURA IN ADVANCE), OR NON-INFRINGEMENT, AND ANY ASSURANCES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE.
11. TERM AND TERMINATION
11.1 These Terms are effective as of the date indicated in the Client’s signature block hereto (“Effective Date”), and shall continue for so long as Client and ALLURA are actively engaged in the purchase and sale of Products hereunder, or until earlier terminated by either party in accordance with the terms set forth herein.
11.2 ALLURA shall have the right to terminate these Terms or any Order, including Client’s account, for convenience, with or without cause, without penalty, prejudice or further liability, upon thirty (30) days prior written notice to Client. In the event Client’s account is terminated, ALLURA will no longer provide, and Client shall not attempt to purchase, Products through ALLURA sales representatives, showrooms, website, or any other methods of purchase.
12. REPRESENTATIONS AND WARRANTIES. Client represents and warrants that: (i) it is duly organized and validly existing under the laws of its state of incorporation or other formation; (ii) the acceptance of these Terms has been duly authorized by all necessary corporate action; and (iii) the individual accepting these Terms on behalf of Client has the full power and authority to do so.
13. INDEMNIFICATION. Allura makes no express or implied representations or provides express or implied warranties of fitness of its products for a particular purpose, application, or use of its products. The safe, proper, and correct installation, operation, use and removal of the Product shall be the Client’s sole responsibility. Client shall indemnify, defend, and hold harmless Allura (including, without limitation it’s parent, subsidiaries, affiliates, and its and their officers, directors, employees, and agents) for, from and against any and all losses, expenses, costs, liabilities, damages, claims, suits, and demands arising from or attributable to the use of the Products. This includes all incidental and consequential damages, including loss of business.
14. NO SPECIAL DAMAGES Except as to a party’s breach of its confidentiality obligations, the parties’ indemnification obligations, liabilities resulting from death or personal injury and non-excludable statutory rights of consumers (e.g., under laws providing for strict product liability), in no event shall either party be liable for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of these Terms (including, without limitation, loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage), however they arise, whether in breach of contract, breach of warranty or in tort, including negligence, even if that party has previously been advised of the possibility of such damages, and whether or not such damages are foreseeable. ALLURA’s liability to Client hereunder shall not exceed the purchase price of the Product sold to Client under which the liability arises. Client agrees that the limitations of liability specified in this Section will survive and apply even if found to have failed of their essential purpose.
15. CONFIDENTIALITY. These Terms, including any amendments, exhibits or attachments hereto and all Invoices and Orders, including any information contained therein (including, without limitation, estimates, pricing, discounts, and quantities) and any other related documentation or communications, shall be treated as confidential information (“Confidential Information”). Confidential Information includes, without limitation, any information, ideas and materials, in whatever form, tangible or intangible, whether disclosed or provided to Recipient before or after the Effective Date: (i) which may be marked or otherwise identified, orally or in writing, as confidential or proprietary, prior to, upon or promptly after receipt by Recipient; or (ii) which Recipient should recognize from the circumstances surrounding the disclosure as Confidential Information. The party in receipt (“Recipient”) of Confidential Information of the disclosing party (“Discloser”) shall hold all Confidential Information in strict confidence and will use and reproduce such information only to the extent reasonably required to fulfill Recipient’s obligations under these Terms and for no other purpose, and only for the benefit of the Discloser (and not for the benefit of Recipient or any third party). The Recipient shall not disclose, deliver, provide, disseminate or otherwise make available, directly or indirectly, any Confidential Information to any third party, without the express written permission of Discloser in each instance. Recipient may disclose Confidential Information only to Recipient’s employees and prior approved subcontractors who have a need to know such Confidential Information, and who are each obligated by a written agreement to comply with terms and conditions no less restrictive than those set forth in these Terms. Recipient shall take the same degree of care that it uses to protect its own information of similar nature and importance (but in any event no less than reasonable care), to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information. The foregoing restrictions shall not apply to any Confidential Information to the extent such Confidential Information: (a) is or becomes generally known or available through no act or omission of Recipient; (b) is known by Recipient prior to the time of disclosure to Recipient and is not subject to restriction; (c) is independently developed by Recipient without the use of Confidential Information and can be proven by Recipient to be so developed; or (d) is lawfully obtained from a third party who has the right to make such disclosure without restriction. Recipient may use or disclose Confidential Information only to the extent that Recipient is legally compelled to disclose such Confidential Information, provided that Recipient shall use reasonable efforts to give advance notice of such compelled disclosure to Discloser and shall cooperate with Discloser in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information.
16. FORCE MAJEUR. Other than Client’s payment obligations hereunder, if the performance of any part of these Terms is prevented, hindered, delayed, or otherwise made impractical by reason of flood, riot, fire, explosion, war, acts or any other cause, whether similar or dissimilar to those listed, beyond the reasonable control of a party, that party shall be excused from such performance to the extent that it is prevented, hindered, or delayed. If any such event occurs, the non-performing party shall make reasonable efforts to notify the other party of the nature of any such condition and the extent of the delay. The parties in good faith will attempt to modify these Terms to require such performance as the circumstances will allow. If revised terms cannot be agreed upon, the unfilled parts of these Terms shall be considered cancelled without penalty or premium. Likewise, if any of the conditions or events described above render the performance of any part of these Terms impossible, all or any part of undelivered Orders or unfilled parts thereof shall be considered cancelled without penalty or premium.
17. INTELLECTUAL PROPERTY. Client shall not use or infringe on the intellectual property of ALLURA or its affiliates, including, but not limited to, any trade names, trademarks, trade dress, patents, copyrighted works (including photographs from website or Source Books), or any other intellectual property rights (collectively, “ALLURA IP”), in Client’s showroom or store front facilities or on any Client website or catalog, social media site, advertising, marketing or promotional collateral, or any other materials available or publicly accessible to others unless ALLURA provides prior written approval, which it may withhold in its sole and absolute discretion. Client’s unauthorized use of ALLURA IP shall constitute a material breach of these Terms and constitute infringement of ALLURA and its affiliates’ rights in the ALLURA IP. Any promotion or sale of counterfeit or knockoffs of any Products that infringe on ALLURA IP shall constitute a material breach of these Terms. In the event Client uses any ALLURA IP in violation of this provision, Client shall immediately comply with any ALLURA or its affiliates’ request to cease use of the ALLURA IP (“Infringement Notice”). If Client does not cure such breach within three (3) business days of receipt of an Infringement Notice or if Client breaches this provision more than one (1) time and engages in continued infringement, ALLURA may terminate Client’s account immediately upon written notice to Client. ALLURA or expressly reserves its right to recover appropriate damages for each breach of this provision and each unauthorized use of ALLURA IP by Client, including, but not limited to, a minimum payment of FIVE THOUSAND DOLLARS (US $5,000) ALLURA for each unauthorized use of ALLURA IP, in addition to any rights and remedies available under applicable law or in equity.
18. PROHIBITION ON ADVERTISING AND PRESS RELEASES. Except as required by applicable law, and except with the prior written consent of ALLURA, which may be withheld in its sole judgment, Client acknowledges that it shall not advertise, publish or otherwise disclose in any press release or other form of distribution: (i) its association with ALLURA and any of its affiliates; or (ii) any aspects of these Terms.
19. NON-DISPARAGEMENT. Client acknowledges that ALLURA has a reputation as a high-quality Brand and desires to maintain its positive reputation and to receive positive publicity. Client therefore shall not conduct itself (and shall direct its personnel to not conduct themselves) in any manner that is contrary to the best interest of, adversely affects, or is materially detrimental to, ALLURA or its directors, officers, agents, employees, or representatives (collectively, “ALLURA Representatives”). Client shall not directly or indirectly make any oral, written or recorded private or public statement or comment with respect to ALLURA, any ALLURA Representative or ALLURA products or services, or depict or portray ALLURA or any ALLURA Representative in any way that may reasonably be construed as disparaging, critical, defamatory or otherwise not in the best interests of ALLURA. The covenants and obligations contained in this Section 19 shall survive termination of these Terms.
20. ASSIGNMENT. Client may not assign, sublicense or transfer any rights or obligations under these Terms without the prior written consent of ALLURA (which may be withheld in ALLURA’s sole discretion), and any such attempted assignment in contravention of the foregoing shall automatically be deemed null, void and of no effect. These Terms shall be binding upon and inure to the benefit of the successors and permitted assigns of each of the parties.
21. COMPLIANCE WITH LAWS. The parties shall perform all of their respective obligations under these Terms in compliance with all applicable laws, ordinances, regulations or codes, including, without limitation, environmental and labor laws and Occupational Safety and Health Administration regulations.
22. CHOICE OF LAW. These Terms shall be governed by and construed in accordance with the laws of California, without giving effect to its choice of law principles. Any and all actions arising out of these Terms shall be litigated in the applicable courts located in Los Angeles County, California. The parties consent to personal jurisdiction in any such court, hereby waive any objection thereto and agree not to deny or defeat such court’s jurisdiction or venue (including, without limitation, by a motion forum non conveniens). Any dispute will be decided on an individual basis and will not be consolidated in any action with the disputes or claims of other consumers or clients. Client agrees that it will not bring any dispute or claim as a class action or as a private attorney general, and Client agrees not to act as a class representative or participate as a member of a class of claimants with respect to any dispute or claim relating to these Terms or the services or Products provided by ALLURA or its affiliates. The U.N. Convention on the International Sale of Goods shall not apply to these Terms or the Products provided by ALLURA or its affiliates.
23. INTEGRATION AND CONFLICT. These Terms, and the terms and conditions contained in any Order or Invoice, shall together constitute the entire agreement between the parties and shall supersede all other representations, understandings or agreements that are not expressed herein or therein, whether oral or written. In the event of any conflict between the terms contained in any Order or Invoice, and these Terms, these Terms shall take precedence and control. No terms and conditions contained on Client’s website (including any “shrink-wrap,” “click-wrap” or “click-through” agreement or similar electronic notification), Client’s own invoice documentation, or in any purchase order or similar transactional document used by Client shall be deemed to amend or supplement these Terms.
24. INTERPRETATION. The parties have had an opportunity to consult their respective attorneys with respect to these Terms. Accordingly, the language of these Terms will not be construed for or against either party. These Terms will not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealings between the parties not expressly made a part of these Terms. These Terms are in the English language only, which language will be controlling in all respects. Any versions of these Terms in any other language will be for accommodation only and will not be binding upon either party. All communications and documentation to be furnished under these Terms will be in the English language. The Section headings contained in these Terms are for convenience of reference only and will not be considered as substantive parts of these Terms. The use of the singular or plural form will include the other form.
25. ELECTRONIC AND DIGITAL SIGNATURES. Each party may rely upon: (i) original signatures; (ii) signatures delivered via facsimile, or by digital and/or electronic means; and/or (iii) digital signatures duly referencing these Terms (e.g., through Adobe EchoSign, Zoho One, or DocuSign). Each of the foregoing methods shall constitute a sufficient signing of record and shall carry the full legal force and effect of a handwritten signature under applicable law.
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Thonet Black Resin Chair
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