These are the Terms of Use and Conditions (the “Agreement”). Your use of the OPUS BY WINDSOR SMITH web site means that you have consented to this Agreement.
“These are the terms and conditions relating to the use of the OPUS BY WINDSOR SMITH (hereafter referred to as “OPUS”or “WE”) website. By your use of the OPUS website you acknowledge your consent to the following Terms and Conditions (hereafter the “Agreement”).”
This Agreement is between you and WINDSOR SMITH HOME COLLECTION, LLC (“OPUS” or “we”) with regard to your use of www.opusbywindsorsmith.com and any successor sites thereto.
This Agreement incorporates by reference any additional terms and conditions which may from time to time be added or deleted from the Agreement.
You confirm that you are of legal age to enter into this Agreement. If you are using the web site on behalf of a company or other organization, then you are entering into this agreement on behalf of yourself and such organization, and you represent you have the legal authority to bind such organization to this Agreement.
This Agreement contains a mandatory arbitration provision that, as further set forth below requires the use of arbitration on an individual basis to resolves disputes, rather than jury trials or any other court proceedings or class actions of any kind.
CHANGES
We may change this Agreement by notifying you of such changes by any reasonable means including by posting a revised Agreement on our website. Such changes will become effective on the “last Updated” date indicated above and such changes will not apply to any dispute between you and us arising prior to such date.
Your use of the website following any changes of this Agreement will mean that you have accepted the changes.
INFORMATION PROVIDED ON THIS WEBSITE
Your submission of information on this website will be governed by OPUS BY WINDSOR SMITH’s Privacy Policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the website is and will remain accurate and complete, and that you will maintain and update such information as needed.
PRODUCTS
Opus may make available listings, descriptions, and images of goods available for purchase (“Product or Products”). All of Opus’s drawings, descriptive matter, weights, and dimensions are close approximations only and intended to give a general description of the goods and shall not form part of this Agreement. All sizes as indicated on the site or price list are within ½” variance. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors. However, the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, state, federal laws regarding the possession, use and sale of a Product.
Opus reserves the right, including without prior notice, to limit the availability of or discontinue making available any product or to refuse to provide any user with any product.
FURNITURE
Many wood and metal finishes are applied by hand and may vary in color, tone and character. Opus 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. Furniture is mainly handmade, and therefore is subject to slight variations.
TEXTILES
Opus does not guarantee fabrics, dyed or natural, from fading.
OPUS’s PROPRIETARY RIGHTS
OPUS is the owner of this site and the designs and other materials which are protected by proprietary rights and laws. All trade names, trademarks, service marks and logos on the site are the property of Opus and may not be used without written permission from Opus. All of the images appearing on the site are owned or licensed by Opus and may not be used without written permission from Opus.
DISCLAIMER OF WARRANTIES
Except as specified herein, Opus warrants that any goods sold herein 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. Other than state above, Opus makes the products available to you “as is” without any other warranties of any kind, whether express, implied or statutory and Opus disclaims all such warranties to the fullest extent permitted by applicable law. Unless specifically stated in your order, the products are not designed for commercial use (such as hotels, restaurants or any other public place.
LIMITATIONS OF LIABILITY
Opus 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 Opus’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 buyer with, an amount equal to the purchase price of such goods. Any claim by Buyer with reference to the goods sold hereunder for any cause shall be deemed waived by buyer unless submitted to Opus in writing within thirty (d0) days from the date buyer discovered, or should have discovered, any claimed breach.
SHPPING AND DELIVERY
Opus is not responsible for any damage incurred during delivery. Client is responsible for inspecting all merchandise at time of delivery. In case of any damage or defects, details must be noted along with the signature of acceptance. This enables OPUS to file a claim with the carrier on client’s behalf. As long as you use Opus’s recommended delivery service, should damage occur, Opus will facilitate all claims and see that proper repair or replacement occurs.
You are responsible fo knowing limitations of your home or building and all measurements relating to products fitting their projects. Opus is not responsible for measurements relating to your elevator, hallway or staircase for delivery and installation.
TAXES
If you are a trade customer (Retailer, Designer) and have provided Opus with a valid resale certificate, you will not be charged sales tax. For all retail accounts, orders shipped within the State of California will be charged the appropriate sales rate on the total order using the state and local sales tax rates. Sales taxes does not apply to orders shipped outside of the State of California.
CALIFORNIA TRANSPARENCY IN SUPPLY CHAINS ACT (SB657) DISCLOSURE
Opus is providing the following disclosure in compliance with The California Transparency in Supply Chains Act of 2010 (SB657) which requires that companies disclose their efforts to eradicate slavery and human trafficking from their direct supply chains.
- a. Vendor Code of Conduct. Opus requires that vendors certify that they will comply with our Vendor Code of Conduct, which prohibits our vendors from using child or involuntary labor. Our vendor Code of Conduct also requires that vendors conduct their operations in accordance with all laws applicable to their businesses.
- b. Monitoring of Compliance. We review the terms of our Vendor Code of Conduct with all of our suppliers and conduct periodic reviews of their facilities in order to confirm that they are in compliance with all required policies.
- c. Training. We train our employees who are responsible for procuring products on the importance of confirming that our vendors comply with the Vendor Code of Conduct, including prohibitions on child labor and involuntary labor. We also train our employees to identify and respond to concerns about labor practices in the supply chain.
- d. Corrective Action. In the event that a vendor is in violation of the Vendor Code of Conduct, we would have the option to terminate our business relationship with that vendor or take other actions to ameliorate any of the identified problems.
CONTROLLING LAW
This Agreement and all rights and obligations herein, including matters of construction, validity and performance shall be governed by the laws of the State of California including the Uniform Commercial Code as enacted in the jurisdiction, without giving effect to the principles of conflicts of law thereof. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF CONDUCT RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND OPUS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUDULENT MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBIRTAION BEFORE A NEUTRAL ARBRITRATOR OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN LOS ANGELES, CALIFORNIA AND GOVERED BY THE RULES OF AAA INSTEAD OF BY A JURDGE OR JURY AND YOU AGREE THAT OPUS AND YOU ARE EACH WAIBING THE RIGHT TO A TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION DECISION WILL BE BINDING AND NON-APPEALABLE. THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU AGREE TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. ANY JUDGMENT RENEDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION (ATTORNEY FEES AND COSTS SHALL BE AWARDED TO THE PREVAILING PARTY).
WAIVER
Waiver by Opus 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.
SEVERABILITY
In the event that one or more of these terms or conditions is held invalid, illegal or unenforceable, such provisions shall be severed and the remaining terms and conditions shall remain binding and in effect.
ENTIRE AGREEMENT
ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE AGREEMENT OF BETWEEN OPUS AND YOU, AND NO TERMS OF CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON OPUS UNLESS MADE IN WRITING AND SIGNED AND APPROVED BY AN OFFICER OF OPUS. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFECTED BY OPUS’S SHIPMENT OF PRODUCTS FOLLOWOING RECEIPT OF YOUR PURCHASE ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR I NCONSISTENT WITH THE TERMS HEREIN.