Terms & Conditions
General
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY PLACING AN ORDER FOR GOODS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
YOU MAY NOT ORDER OR OBTAIN GOODS OR SERVICES FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH VAUGHAN, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These Terms and conditions (these "Terms") apply to the purchase and sale of goods and services through https://www.vaughandesigns.com/us (the "Site") by Vaughan Designs Inc. (referred to as "Vaughan", "us," "we," or "our" as the context may require) to you (also referred to as "Customer" as the context may require). These Terms are subject to change by Vaughan without prior written notice at any time, in Vaughan's sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any goods or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
These Terms are an integral part of the Website Terms of Use that apply generally to the use of Vaughan's Site. You should also carefully review Vaughan's Privacy Policy before placing an order for goods or services through this Site (see https://www.vaughandesigns.com/us/privacy).
In these Terms:
"Order" means the submission by a Customer of a completed order request. Orders may also be placed by telephone, email or through the Site. Telephone and email orders must be confirmed in writing and these Terms will apply to such orders.
'Dispatch' means goods either leaving the warehouse for delivery to the Customer or being made available for collection by the Customer. In relation to services, "Dispatch" occurs when Vaughan's employee or agent makes an appointment to undertake the services ordered.
'Delivery' means delivery of goods to the address specified in the Order or the collection of goods by the Customer. In relation to services, Delivery occurs when Vaughan's employee or agent first attends to undertake the services ordered.
'Current Price' means the sum specified in the most recent edition of Vaughan's price list at the date of Dispatch. The Current Price excludes shipping/delivery, and all applicable taxes unless otherwise stated.
'Bespoke' means goods which have been made or tailored to the Customer's specifications.
'Made to Order' means goods which are included in Vaughan's catalogue or on its Site for sale but which are not held in stock and which are only made by Vaughan following the acceptance of an Order by Vaughan for such goods.
Orders
By placing an Order the Customer makes an offer to purchase the goods or services specified in the Order at the Current Price.
Goods sold by Vaughan are identified by means of a Product Code. The use of a Product Code is conclusive as to the parties' intentions and will supersede any conflicting information in any written or oral Order.
In the event that the Current Price changes between an Order being accepted and Dispatch, Vaughan may choose either to dispatch the Order or to insist upon the Current Price, in which case Vaughan will give written notice to the Customer of that decision and no Order will be deemed placed until the Customer has confirmed in writing its agreement to the Current Price. In the event that an Order is placed for Bespoke or Made to Order goods, such Order may not be cancelled, and Vaughan shall give written notice to the Customer to that effect and no Order shall be deemed placed until the Customer has confirmed in writing their agreement that the Order may not be cancelled.
Once an Order has been placed, Vaughan may in its sole discretion choose whether to accept it and Vaughan shall not be liable for any losses arising from the rejection, or delay in acceptance, of any Order. Vaughan shall accept an Order by sending the Customer a confirmation sales order. The placing of an Order (whether or not paid for in full at the time when the Order is placed) does not guarantee the availability of any goods. If the goods are no longer available or out of stock then Vaughan reserves the right to reject the Order and refund payment as required.
Customer shall comply with all export and import laws of all countries involved in the sale of the goods under these Terms or any resale of the goods by Customer.
Payment
Customers must make payment in full at the time when the Order is placed and no action will be taken by Vaughan to process an Order until cleared funds are received in full. All payments must be in U.S. dollars, unless otherwise invoiced by Vaughan in an alternative approved currency. The Customer shall be liable for any bank charges or costs incurred in receiving or exchanging payments.
Sales will be charged on all Orders for goods or services unless the Customer supplies evidence to Vaughan's satisfaction that the sale is tax-exempt.
Delivery
Title and risk of loss passes to the Customer upon Delivery.
The Customer shall be responsible for installation of goods after Delivery.
Shipping and delivery dates are estimates only and cannot be guaranteed. Vaughan may choose to deliver in installments. The time of delivery shall not be of the essence and Vaughan shall not be liable for any losses - direct, consequential or otherwise - arising from non-delivery or late delivery.
Where goods are returned to Vaughan for repairs, rewiring or other maintenance, Customer is responsible for all shipping and handling charges, and bears the risk of loss during shipment. Vaughan therefore recommends that Customer fully insure its return shipment against loss or damage and that Customer use a carrier that can provide it with proof of delivery for Customer's protection.
If the Customer arranges Delivery and fails to take Delivery as arranged, whether due to circumstances beyond the Customer's control or not, Vaughan may charge a reasonable additional delivery charge for any subsequent Delivery. If the Customer delays taking Delivery as arranged by more than 14 days, whether due to circumstances beyond the Customer's control or not, Vaughan may at its discretion charge a reasonable daily storage and insurance charge which must be paid before the goods are Dispatched.
If the Customer has opted to collect goods from the warehouse and fails to collect within 14 days of the agreed collection date, then Vaughan may at its discretion charge a reasonable daily storage and insurance charge, which must be paid before the goods are collected.
Defects
The Customer shall be responsible for inspecting any goods and shall inform Vaughan in writing of any defects within 7 days of Delivery. If the Customer fails to give notice within that period it shall be deemed to have accepted the goods and waived any defect.
Defects under these Terms do not include anything arising from:
reasonable wear and tear after Delivery;
abnormal conditions of storage or transport;
any treatment, conditioning or process applied after Delivery; or
any neglect or default of the Customer.
If required, the Customer shall provide photographs of any alleged defect or permit Vaughan's employees or agents to inspect any goods claimed to be defective. If the defect is capable of repair within 30 days, the Customer shall permit Vaughan, or its authorized contractor, to repair the defect at Vaughan's expense.
Where such a repair is not possible, Vaughan shall arrange for the return of any goods agreed to be defective within 30 days at Vaughan's expense and shall refund the price paid for the goods to the Customer less the original shipping and handling costs.
SECTIONS 16 THROUGH 19 ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND VAUGHAN'S ENTIRE LIABILITY FOR ANY DEFECTIVE GOODS.
Returns
EXCEPT AS SET FORTH IN SECTION 22 BELOW, ALL SALES ARE FINAL AND NO RETURNS ARE PERMITTED.
Cancellations
Except as otherwise set forth in these Terms, the Customer may cancel an Order for non-Bespoke and non-Made to Order goods only as follows:
Before it has been accepted by Vaughan;
If Vaughan gives written notice under Section 5; or
With prior written authorization from Vaughan. Returns will not be accepted without prior written authorization.
Prior authorized returns must be received in perfect condition at the Customer's expense. Vaughan will refund the price paid for the goods returned with authorization, less the original shipping and handling costs and less a 25% re-stocking and administration fee.
Orders for Bespoke goods and Made to Order goods cannot be cancelled and must be pre-paid in full when the Order is placed.
In the event that the Customer fails to return the goods, or returns them at Vaughan's expense, Vaughan shall set off the reasonable costs of recovering the goods from the amount refunded to the Customer.
If the goods are returned in imperfect condition, Vaughan may at its discretion either refuse to accept redelivery of the goods or retain the difference between the price paid and the likely resale value of the goods. In particular, the following shall be deemed imperfect:
Lampshades, if unwrapped;
Any electrical items in which wiring has been cut or tampered with.
The condition of goods shall be ascertained upon arrival at Vaughan's warehouse and Vaughan's determination in that regard shall be conclusive. Risk of loss in any goods does not pass until Vaughan has decided to accept redelivery.
In the case of services, the Customer may by written notice to Vaughan cancel any Order for services at any time:
Up to 7 days after the Order is accepted; or
Before the time when the services are arranged to be provided, whichever is the earlier.
Disclaimers
CUSTOMER'S USE OF THE SITE, ITS CONTENT, AND ANY GOODS OR SERVICES OBTAINED THROUGH THE SITE IS AT CUSTOMER'S OWN RISK. THE SITE, ITS CONTENT, AND ANY GOODS OR SERVICES OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VAUGHAN NOR ANY PERSON ASSOCIATED WITH VAUGHAN MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER VAUGHAN NOR ANYONE ASSOCIATED WITH VAUGHAN REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY GOODS OR SERVICES OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY GOODS OR SERVICES OBTAINED THROUGH THE SITE WILL OTHERWISE MEET CUSTOMER'S NEEDS OR EXPECTATIONS.
VAUGHAN MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES PURCHASED THROUGH THE SITE, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Goods manufactured by a third party ("Third Party Good") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the goods. VAUGHAN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY GOOD, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Limitation of Liability
IN NO EVENT SHALL VAUGHAN BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT VAUGHAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL VAUGHAN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE GOODS AND SERVICES SOLD THROUGH THE SITE.
The limitation of liability set forth in Sections 32 through 33 shall not apply to (i) liability which may not otherwise be limited or excluded under applicable law; and (ii) death or bodily injury resulting from Vaughan's acts or omissions.
Intellectual Property
Vaughan is and will remain the sole and exclusive owner of all intellectual property rights in and to the content and each good and service made available on its Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks, and other intellectual property rights. Customer does not and will not have or acquire any ownership of these intellectual property rights in or to the content and goods and services made available through the Site, or of any intellectual property rights relating to that content and goods and services.
Force Majeure
Vaughan shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of its obligations under these Terms, when and to the extent such failure or delay is caused by or results from acts beyond its reasonable control, including, the following force majeure events: (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) order or action by any governmental authority or requirements of law; (v) embargoes or blockades in effect on or after the date of these Terms; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (ix) other events beyond Vaughan's reasonable control.
Miscellaneous
These Terms supersede all prior understandings and agreements between the Customer and Vaughan and, together with the other policies set forth on Vaughan's Site, are the entire agreement and understanding between the parties.
These Terms supersede any oral or written representation by Vaughan or any other person made prior to the Order being placed. The Customer warrants that it has not relied upon any such representation.
Any variation to these Terms must be expressly agreed in writing between Vaughan and the Customer. Any waiver must be in writing and signed by an authorized representative of Vaughan.
The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the County of New York, and Customer and Vaughan irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. EACH OF VAUGHAN AND CUSTOMER AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, IT IRREVOCABLY WAIVE ITS RIGHT TO TRIAL BY JURY.
Customer will not assign any of its rights or delegate any of its obligations under these Terms without Vaughan's prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under these Terms. Vaughan may assign its rights or delegate of any of its obligations under these Terms to a third party without written notice to the Customer.
If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than Customer.
No delay or failure by Vaughan to exercise any powers, rights or remedies under these Terms will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.
Vaughan may provide any notice to Customer under these Terms by: (i) sending a message to the e-mail address Customer provides or (ii) posting to the Site. Notices sent by e-mail will be effective when Vaughan sends the e-mail and notices it provides by posting will be effective upon posting. It is Customer's responsibility to keep its e-mail address current.
To give Vaughan notice under these Terms, Customer must contact Vaughan as follows: (i) by email to [email protected]; or (ii) by personal delivery, overnight courier or registered or certified mail to Vaughan Designs Inc, 200 Lexington Ave, Ste 607, New York NY 10016. Vaughan may update the email or address for notices to Vaughan by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.