Terms and Conditions of Sale

  1. ACCEPTANCE OF TERMS. These terms and conditions of sale (Terms) govern all sales of products (Products) by Nemschoff, Inc. to Buyer specified in any document (Documents) of which they are a part. If the terms and conditions of any Buyer document differ from these Terms, these Terms shall be construed as a counter offer and not an acceptance of Buyer’s terms and conditions, which are hereby rejected. THESE TERMS CONSTITUTE THE AGREEMENT BETWEEN NEMSCHOFF AND BUYER. Buyer’s failure to dissent from these Terms in writing within five (5) days of receipt thereof or Buyer’s acceptance of the Products shall constitute acceptance of these Terms. A copy of these terms and conditions is also found on Nemschoff.com and Omni. The entry of orders on Omni via Order Manger constitutes purchaser’s acceptance of these standard terms. No change to these Terms will be effective unless made in writing signed by Nemschoff. 
  2. ORDER CRITERIA. It is the purchaser’s responsibility to check acknowledgements and invoices for accuracy including quantities, correct fabric and finish selections, etc. The order acknowledgment shows approximate delivery date of items ordered. Delivery and shipping dates are based upon the manufacturing lead time of the item(s) which have the longest manufacturing requirements. Orders with customer’s own material (COM), options products and/or missing or incorrect information (finish selections, fabric selection, etc.) will be scheduled for manufacturing upon receipt of COM or correct and complete information. If multiple delivery schedules are required, purchaser must submit separate purchase orders for each delivery date. This document is intended as a complete, exclusive, and final statement of the terms and conditions of Agreement between the Company and purchaser with respect to the purchase and sale of the products shown on the face hereof. The transaction between the parties described herein shall be governed by and interpreted and construed in accordance with the laws of the State of Wisconsin. 
  3. QUOTATIONS AND PRICES. Unless otherwise stated in writing by Nemschoff, all prices quoted shall be exclusive of shipping, insurance, taxes, license fees, customs duties and other related charges, and Buyer shall pay all such charges. If Nemschoff, in its sole discretion, chooses to pay any such charges, Buyer shall reimburse Nemschoff in full upon demand. Any volume -based discounts set forth in a Document will be rescinded if Buyer fails to meet the conditions for such discounts specified in the Document. 

  4. PAYMENT. Except as otherwise specified, all payments are due and payable in U.S. dollars within 30 days from the invoice date. Nemschoff may require alternative payment terms, including, without limitation, a letter of credit or payment in advance. Payments not made by the due date may incur, at the sole discretion of Nemschoff, a late payment service charge of the lesser of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, computed from the date payment was due. All payments and deposits are non-refundable. Nemschoff retains a purchase money security interest or other security interest in the Products and their proceeds, including insurance proceeds, until Buyer has made payments required. Buyer agrees to take any acts (including executing and delivering all documents) reasonably requested by Nemschoff to protect, maintain, and perfect Nemschoff’s security interest. 

  5. TERMS. Net 30 days after date of invoice, subject to credit approval, with a finance charge of one and one-half percent (1-1/2%) monthly for late payments after maturity. First orders may require a 25 percent deposit with order. Deposits are applied to final invoice of order. 

    Please remit payment to: 

    3045 Eagle Way
    Chicago, IL 60678-1030

  6. SHIPPING/DELIVERY. Nemschoff list prices include standard surface freight to any point within the 48 contiguous United States for orders greater than $100,000 List. For orders less than $100,000 List, a shipping and handling charge will apply to each order. For orders shipped to Alaska or Hawaii, freight included is only to the point of embarkation. Shipments beyond that point are freight-collect. 

    Shipping and delivery dates are estimates. Specific delivery dates are available and may incur additional costs. Dates are coordinated and quoted through Nemschoff Customer Care. Nemschoff shall not be liable for any delay in delivery or assume any liability in connection with shipment. 

    Shipments will arrive blanket-wrapped unless otherwise specified. 

    International shipments must be secured with credit arrangements satisfactory to Nemschoff, in its sole discretion, prior to shipment from Nemschoff’s facilities. Extra international packaging, cartoning, skidding, or other packing arrangements will be quoted and added to pricing. 

    All Products shall be delivered freight on board (FOB). Nemschoff’s place of shipment. Risk of loss and damage shall pass to Buyer upon Nemschoff’s tender of delivery to a carrier at the FOB point, and any loss or damage thereafter shall not relieve Buyer from any payment obligation. The carrier shall not be deemed an agent of Nemschoff. 

    If Nemschoff insures shipment, Buyer shall pay insurance costs as invoiced by Nemschoff. Notation on the carrier’s bill of lading is required for all freight claims. 

    Furniture ships inside a protective bag to which a shipping label is affixed. Any site-specific installation instructions (location designation or place specific configuration with ganged or modular components) will be on the label. Do not remove the protective bag prior to product being staged in the indicated location on site. 

    The customer is responsible for all unloading. Drivers do not unload the truck. Your product will arrive on an 80-foot combined tractor/trailer unit which requires a loading dock. If a loading ramp is required traffic must be contacted and fees for this service will be passed along to the customer. The carrier will call the customer 24 hours prior to delivery. 

    Customer pickups can be arranged at the customer’s request and are subject to dock fees. The customer will provide loading and proper equipment to facilitate blanket-wrapped shipments.

  7. FREIGHT CLAIMS AND CONCEALED DAMAGE. Warranty claims are excluded from freight claims. The Company is not responsible for late trucks due to carrier negligence or damage to products which occurs in transit, in storage, or after delivery, based on FOB distribution terms noted herein. It is the purchaser's responsibility to examine products upon receipts, note the damage or shortage on the Bill of Lading, and to file all claims of evident damage or product shortages with the LTL carrier. The Company is responsible for damage to products or product shortages shipped with specific FOB destination contract terms. Any concealed damage claims against the Company for apparent damages must be made by the purchaser in writing within seven (7) business days after delivery. Failure by the purchaser to make any concealed damage claim against the Company within seven (7) business days shall constitute acceptance of the product and waiver of any apparent damages. Damage or shortages to blanket wrapped product must be noted on the Bill of Lading at the time of delivery. 

  8. SHIPPING DELAYS. If a customer requests to delay shipment of an order 30 business days or less before the scheduled ship date, the customer is responsible for storage charges. Nemschoff may transfer the merchandise to storage at the customer’s risk and expense. Such transfer to storage shall be deemed delivery to customer for all purposes, including invoicing and payment. 

  9. CHANGES, DELAYS OF PRODUCTION, OR CANCELLATION. Buyer’s order for Product may be changed, delayed, or cancelled only with the prior written consent of Nemschoff. Buyer shall compensate Nemschoff for any resulting loss or damage including, without limitation, the cost of labor, materials, and overhead expenses by paying a fee of 65 percent of the value of the purchase order as of the date of cancellation. In addition, customer initiated delays of shipments exceeding 180 days from the original delivery date will be deemed a cancellation and are subject to this cancellation policy. 

  10. EXPORT CONTROL. Buyer shall comply with all applicable laws, regulations and treaties relating to the sale and destination of the Products, including, without limitation, U.S. export control regulations. Buyer agrees not to sell any of the Products in any territory or country prohibited by applicable U.S. laws and to obtain representations from its customers that they will not resell or transfer any of the Products to such countries or territories. Buyer will defend, indemnify and hold Nemschoff harmless for any damages or costs to Nemschoff arising from Buyer’s failure to comply with this term. 

  11. INSPECTION. All Products delivered hereunder shall be deemed accepted by Buyer, unless written notice of defect of nonconformity is received by Nemschoff within 10 days of receipt of Products at Buyer’s designated receiving address; provided that Buyer may only reject Products for failure to meet the Products’ specifications. 

  12. REMEDIES. Nemschoff retains the right to terminate or to delay the shipment of any order, by reason of Buyer’s bankruptcy or insolvency, breach of any Terms, unauthorized assignment, or the pendency of any proceedings against Buyer under any statute for the relief of debtors. 

  13. LIMITATION OF LIABILITY. To the extent not prohibited by applicable law: (a) Nemschoff’s aggregate liability to Buyer for any claim relating to the Products is limited to the amounts Buyer has paid to Nemschoff for the Products; and (b) NEMSCHOFF WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, THE DOCUMENT, THE PRODUCTS, OR THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE OR NONPERFORMANCE OF THE PRODUCTS INCLUDING—BUT NOT LIMITED TO—REPLACEMENT COSTS, LOSS OF BUSINESS, REVENUE, PROFITS, USE DATA, OR OTHER ECONOMIC ADVANTAGE, HOWEVER THEY ARISE, EVEN IF NEMSCHOFF HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The parties acknowledge that if Nemschoff provides the Products to Buyer, it does so in reliance upon the limitations of liability and the disclaimers of warranties and damages and that these limitations and disclaimers form an essential part of the contract between the parties. Liability for damages will be thus limited and excluded even if any exclusive remedy provided for in these Terms fails of its essential purpose. 

  14. INTELLECTUAL PROPERTY RIGHTS. Any Intellectual Property Right on a worldwide basis, including, without limitation, patentable inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moral rights, trademarks, service marks, trade names, trade dress trade secrets and all applications and registrations of all of the foregoing resulting from the performance of these Terms that is conceived, developed, discovered or reduced to practice by Nemschoff, shall be the exclusive property of Nemschoff. Specifically, Nemschoff shall exclusively own all rights, title and interest (including, without limitation, all Intellectual Property Rights throughout the world) in and to the Products and any and all inventions, works of authorship, layouts, know-how, ideas, or information discovered, developed, made, conceived or reduced to practice, by Nemschoff, in the course of the performance of these Terms. 

  15. WARRANTY. Warranty information for Nemschoff, Inc. can be found by visiting nemschoff.com/customer-service/warranty. 

  16. MISCELLANEOUS. Nothing in these Terms shall imply any license or other rights with respect to any intellectual property rights of Nemschoff or its suppliers, and Nemschoff reserves all such rights. All waivers of any right hereunder must be in writing and signed by Nemschoff. 

    Wavier of a breach by the other party of any provision of these Terms shall not be deemed a waiver of future compliance with these Terms which shall remain in full force and effect. If any provision of these Terms is held invalid by any U.S. law or regulation or by any U.S. court having jurisdiction, such invalidity will not affect the enforceability of other provisions. 

    These Terms and Buyer’s rights may not be assigned by Buyer without the prior written consent of Nemschoff. Any unauthorized assignment by Buyer shall be void. These Terms shall be governed by the laws of the State of Wisconsin without reference to any conflict of law rule that would cause the application of the laws of any other jurisdiction and without regards to the U.N. Convention on Contracts for the International Sale of Goods. Buyer and Nemschoff expressly agree that any disputes under these Terms shall be subject to good faith mediation before either party commences a lawsuit by a mutually agreeable mediator using the rules the mediator prescribes. Buyer and Nemschoff expressly agree that any unresolved disputes shall be resolved exclusively in the District Court for the Eastern District of Wisconsin or in the Circuit Court of Wisconsin, County of Milwaukee.

  17. CARTONING CHARGES. Cartoning is provided upon request within the 48 contiguous United States. Shipments requiring cartoning will be assessed a fee of six (6) percent of the net value of an order.

These Terms constitute the entire agreement between Nemschoff and Buyer with respect to Buyer’s purchases of the Products and supersedes all prior agreements and understandings with respect to such purchase and may not be changed or amended, or superseded by conflicting terms and conditions submitted by Buyer, except by a written instrument signed by an authorized Nemschoff representative.