Entire Agreement: These conditions and terms of sale shall be the controlling agreement between Burch and the customer, to the exclusion of all implied or oral warranties or understandings and were the inducement for Burch to deliver the fabrics and/or coated materials on this contract. This supersedes buyer’s order form. Contract conditions can be changed with written agreement from Burch.
Shipment, Title, Force Majeure: Fabrics and/or coated materials will be shipped as near as possible to the date on the order acknowledgement, but shipment on time is subject to force majeure clause. Seller is not liable for delay in delivery or performance because of storm, flood, act of God, war, strikes, and contingencies beyond seller’s control. Title to the goods is transferred to the buyer with delivery to buyer’s conveyance or common carrier or anytime the risk of loss to the goods is transferred from Burch to buyer or third party.
Credit: Goods are sold FOB shipping point. Terms of payment on face of invoice shall be considered from invoice date. Payments are made to seller or factor as indicated. All invoices are payable in United States dollars. Past due invoices are subject to finance charge of two percent per month or maximum rate allowed by law. Burch or factor may in its discretion limit or cancel the credit of the buyer and may require anticipation of cash payment before delivery of any portion of this order. No deductions from the face amount of the invoice may be taken from merchandise invoice payment unless accompanied by Burch issued credit memorandum.
Claims, Testing, Inspection, Returns: No yardage claim shall be made if the fabric and/or coated material has been cut, fabricated, worked, utilized, chemically treated or its intact value reduced. No returns accepted without prior return authorization. No return accepted nor allowance made after 30 days from delivery. Used cover complaints received from the field are handled individually upon buyer returning the used cushion or panel cover for examination and testing. Claims are settled based on the purchase price of fabric and/or coated material in the contract and not labor, freight or incidental or consequential damages.
Warranties: Burch warrants title to the products covered by this contract, but there are no other warranties of any kind unless specifically expressed below. Fabric and/or coated material covered by this contract are the same or substantially conform to Burch’s sample from which fabric and/or coated material order was placed. All fabric and/or coated materials made of natural or synthetic fibers are sold subject to the inherent imperfections of fibers and yarns, normal deviation of shade between dye and manufacturing lots. Burch shall not be responsible for normal variation of the hand of finished fabrics and/or coated materials. Buyer agrees there is no warranty by Burch in fact or in law that the merchandise which is the subject of this sale is suitable for any particular use or purpose for any particular type style, designs of furniture, household or commercial product, apparel or any use. Suitability of the merchandise for the end use contemplated by buyer is the responsibility of the buyer to be ascertained by buyer’s sampling and testing. The testing for any particular use or industry to meet the physical specification of any state or country is the buyer’s responsibility. Buyer has the duty to determine whether the fabric and/or coated material is fit or unfit for the purpose intended or use including the resale purpose. Any liability is limited to Burch’s customer and not to those claiming through the customer. Burch’s woven upholstery fabrics and/or coated materials are tested according to the voluntary joint industry standard committee and test results are available upon request. Fabric and/or coated material specifications, National Safety Data Sheets (NSDS) NAFTA certificates of origin supplied upon request. Burch shall not be liable for normal and customary manufacturing and finishing variations from specifications. Buyer will accept and pay for total quantity variation plus or minus 10% of goods on contract, will pay for seconds and small rolls not exceeding 10% of contract quality. Purchaser agrees that Burch shall not be responsible for any change in or compromise of fabric and/or coated material characteristics that result from the shipment of furniture, cushions, panels, components or other applications. Purchaser further agrees that the warranties provided pursuant to this Sales Contract do not apply to changes in or compromise of fabric and/or vinyl characteristics resulting from the shipment of such items.
Cleaning and Maintenance: Cleaning information is offered for general guidance and is not a guarantee. The use of certain cleaning agents can be harmful to the surface appearance and lifespan of a fabric and/or coated material. Burch assumes no responsibility for damage to a product resulting from lack of cleaning, improper cleaning or the misuse of cleaning agents. Certain clothing and accessory dyes (such as those used on denim jeans) may migrate to fabrics and/or coated materials and cause permanent damage. Burch cannot be held responsible for dye transfer caused by external contaminants.
Liability: Liability is limited to the cost of the fabric and/or coated material purchased from Burch. Burch should not be liable for consequential or incidental damages.
Flammability: Burch disclaims any warranty whatsoever, whether expressed or implied with respect to flammability of material specified in this contract with one exception, i.e. individual flammability standards will be stated on the Burch sample if products are intended for a specified use. With this exception, no fabric and/or coated materials covered by this contract is intended or promoted for any use covered by any flammability or fire retardant or fire resistant standard for furniture, apparel, mattresses, panels, curtains, drapery or any household, commercial or personal use. Fabrics and/or coated materials can be tested at buyer’s expense to determine if a fabric and/or coated material’s construction meets flammability standards of the particular industry and political jurisdiction, or can be special finished to meet this flammability standard. Test results and any certificate of compliance of the roll numbers on this contract are to be furnished by the special finisher direct to the buyer.
Proposition 65: Burch’s products may contain chemicals known to the State of California to cause cancer, birth defects and other reproductive harm.
Copyrights, Trade Marks: No right in pattern and design of neither goods, nor any trade names or trademarks of Burch passes to Buyer under this contract, except as an integral part of the goods. Buyer agrees not to copy or cause to be copied or reproduced any such pattern or any confusingly similar design.
Acknowledgement: Buyer acknowledges they are aware that Burch is only the distributor of the materials covered by this agreement and is not the manufacturer.
This contract is governed by the law of Michigan, and shall be construed by the laws of the State of Michigan, USA.
Fiber Contents of Fabric Shipped Identified on Sample Page
Continuing Guaranty Under the Textile Fiber Products Identification Act Filed with the Federal Trade Commission.