SPACEWORX®Terms & Conditions
Acceptance
The Terms and Conditions set forth herein represent an offer by SPACEWORX ( also referred to as “us”, “we”, “ours”, etc) to sell the product to you, the “Buyer.” The Buyer’s intent to order goods from SPACEWORX, and/ or the acceptance of a SPACEWORX order, estimate, delivery, invoice and payment submission is an acceptance of these Terms and Conditions. In the event that the Terms and Conditions of an order are contrary to the Terms and Conditions indicated herein, these Terms and Conditions shall supersede any inconsistent or contrary Terms and Conditions indicated on the actual order or any other document supplied by the Buyer. A waiver of any one term or condition shall not be deemed a waiver of any other term or condition.
Orders
SPACEWORX reserves the right to reject any order and refund any deposit. Changes to an order are subject to additional charges, if any, for materials, labor and other related costs. The order will be held until written confirmation from the Buyer is received. All furniture is subject to minor changes in details from the specifications noted as it applies to hardware, finishes and other minor details.
Cancellation of an Order
Orders may only be canceled prior to the product being shipped, only for stock items.
Abandonment & Collections
Merchandise not paid for within the agreed payment Terms will be considered abandoned. In addition to any other remedy, SPACEWORX shall be entitled to liquidate the merchandise, retain all deposits and apply such proceeds to the unpaid invoice balances. The Buyer is liable for any collection and legal fees incurred in the collection of unpaid invoices and any storage or related fees.
Lead Times
Delivery dates and lead times are estimates only, based on current production schedules at the time of the order and are subject to change. Production can not begin and lead times can not be calculated until the acceptance of the order. Acceptance of the order includes: receipt of the required deposit, confirmation of any changes and modifications or approvals to the original order. SPACEWORX shall not be held responsible for any delays in production. SPACEWORX shall not be liable for any costs related to late deliveries.
Delivery & Installation:
If delivery and installation is included in the pricing, delivery and installation dates are typically not scheduled until after the product is shipped and delivered to the installer's (3rd party) warehouse. In the case of delivery/ installation not being included in the price. The product will be shipped by normal dock delivery freight in which case, customers are responsible for receiving, unpacking and moving products inside their building/suite unless specifically agreed in writing otherwise.
Freight liftgate service can be requested for a fee in cases where a loading dock isn’t available.
Third Party Shipping (freight)
All merchandise is signed for by the freight company, stating that the items have been picked up in good condition. Third party shippers have responsibility for any damage, loss or shortages incurred during transit. Buyers or their receiving warehouses must inspect the items upon arrival and note any damages on the freight BOL. If a product arrives damaged and the Buyer/ Receiver doesn’t note as such on the freight BOL, the freight company will reject any liability of damages.
When delivery and installation is included in Spaceworx scope, this doesn’t apply.
Ease and Accessibility of Delivery
If the delivery is deemed difficult, the Buyer may be asked to sign a damage waiver for their property and the items being delivered. The Buyer will also ensure that any SPACEWORX goods delivered to specified locations can fit through the building doors, elevators, stairwells and office entry points.
Merchandise Returns
In general Spaceworx does not accept returns due to the cost of freight, delivery and installation and custom nature of most projects.
Products
SPACEWORX reserves the right to make minor changes in its design, dimensions and other materials without prior notice. SPACEWORX products are handcrafted and can have minor variations. All dimensions can have slight variations and tolerance due to metal forming, powder-coating for example. Some finishes can vary from samples and exact matching is not guaranteed. Customer understands that Spaceworx product line is primarily made of powder coated steel frames which may have slight imperfections in the metal and finish which are not noticeable from a distance of 6 feet or more.
Product Quality or Damages
SPACEWORX strives to provide a high quality product. If your product arrives damaged, has missing parts, or has other workmanship defects SPACEWORX will ensure necessary services to provide you support and solutions to maintain our product quality standards. In cases of missing parts, SPACEWORX will absorb costs incurred in replacing and shipping as necessary. In product quality or damages cases, the Buyer is responsible to open packaging, inspect product, and report damages within 3 days of the product delivery date. Such claims must be accompanied by photographs and include a detailed description and be emailed to the project coordinator. Failure to make a claim within the 3 day period of time constitutes acceptance of the merchandise.
In cases were Spaceworx contracts with installers to assemble the product minor scratches or scuffs can be a result of the installation process. Spaceworx reserves the right to touch up minor scuffs, scratches with touch up techniques. The rule of thumb for qualification is a minor defect (scuff, scratch, mark) not seen in a photo from 6ft or greater on 1x setting not zoom can be touched up.
Any final punch list trips, the customer is responsible to thoroughly check all work is completed prior to installers leaving.
Prices
Prices are subject to change without notice until a deposit is made. SPACEWORX reserves the right to change prices based on changes in quantities or total value of previously quoted contract quotations, changed orders from the Buyer and to correct pricing on orders received with modifications from the original order. Unless otherwise acknowledged in writing, prices do not include freight or delivery, in-transit insurance, storage, service, taxes, receiving or installation.
Payment
SPACEWORX requires an agreed upfront payment before production begins. All payments must be received from the Buyer as identified on the purchase order, as no third party payments will be accepted unless approved in writing by SPACEWORX. Acceptance of third party payments is an accommodation and does not create any relationship between SPACEWORX and the third party.
In general Spaceworx payments terms are 50% deposit and 50% balance once product is ready to ship. For stock items ready to ship right away, 100% payment is required.
If Spaceworx offers payment terms, at no point should payment be outstanding for more than 30 days from installation date. If payment is past due it will result in interest fees of 24% annual interest. In the event of any damages, defects or issues with the product, the customer agrees to pay a minimum of 90% once the product is onsite regardless of any punch list issues. A final balance payment of 10% will be paid once any issues reported are resolved.
Any outstanding balance which results in legal action, buyer agrees to confession of judgment in the state of Maryland.
Compliance
The Buyer agrees to seek and pay for any necessary permits, landlord or property manager approvals for the installation and use of any products. Before purchasing, the Buyer should independently ensure that the product meets any requirements of applicable laws, regulations or inspections. The Buyer agrees to pay for any costs associated with a failure to meet these requirements, law.
10 Year Warranty
Spaceworx Decibel series includes a 10 year warranty on the steel structure. Spaceworx will fix or replace defective frames at its sole discretion. The warranty does not cover damages caused by customers and does not cover any labor to replace parts. The warranty does however cover the cost of replacements and shipping by dock delivery freight.
Limited Warranty
SPACEWORX products are sold with a limited warranty against defects in materials and workmanship for a period of three years from the delivery date. SPACEWORX reserves the right to repair or replace defective merchandise at its sole discretion. This limited warranty does not extend to other materials supplied by the Buyer or damage caused by shipping, accident, abuse, misuse, cleaning, or normal wear and tear. All other warranties expressed or implied are excluded. The warranty only covers replacement parts and shipping by freight dock delivery for larger items or express (UPS/ Fedex) for smaller parts. The warranty does not cover any labor to fix or replace parts unless specifically agreed to by Spaceworx. In some cases, Spaceworx may opt to fix a defect onsite rather than send a replacement part. This is at Spaceworx sole discretion and does not mean warranty labor is included for future warranty claims.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SPACEWORX BE LIABLE TO THE BUYER OR ANYONE ELSE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM INCONVENIENCE OR DELAY EVEN IF CAUSED BY THE NEGLIGENCE OF SPACEWORX. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY IN PARTICULAR CASES OR JURISDICTIONS. IN NO EVENT SHALL SPACEWORX'S TOTAL LIABILITY TO A USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY THE BUYER. SPACEWORX LIABILITY HEREUNDER CANNOT EXCEED THE AGGREGATE AMOUNT PAID BY BUYER TO SPACEWORX FOR THOSE PRODUCTS GIVING RISE TO THE LIABILITY.
In case of dispute, all matters shall be resolved, constructed under the laws of the state of Maryland. Any action for breach of this agreement must be made within one year after the date of product delivery.
Indemnification
The SPACEWORX shall indemnify the Buyer for reasonable limited sums that the SPACEWORX becomes directly and legally obligated to pay as damages for bodily injury or property damage directly and solely caused by SPACEWORX gross negligence or an obvious manufacturing defect. SPACEWORX negligence and obvious manufacturing defect means: a serious, harmful manufacturing defect, a design defect or negligent failure to warn with respect to products supplied by the SPACEWORX pursuant to this Agreement. This provision is limited to the total product only order value for both damages and defense costs for all claims. This provision expires one year after the product purchase date. SPACEWORX shall have no obligation to indemnify the Buyer, its owners, officers, directors, employees and other agents for any damages claimed arising out of, or as a result of COVID19, or any claims caused by Buyer’s fault or for any legal expenses incurred by the Buyer in defending itself against suits seeking damages caused by SPACEWORX’s evidenced negligence.
The Buyer shall indemnify, defend and hold harmless SPACEWORX, and its owners, officers, directors, employees, and other agents, from and against any and all claims, actions, losses, damages, demands, liabilities, costs and expenses, including reasonable attorney’s fees and expenses, whether or not a suit or other proceeding is initiated, which may arise from, but not limited to, the following events: (i) representations or misrepresentations made by the Buyer, (ii) any neglect by the Buyer or end-users, (iii) the Buyer’s use of the Products not in compliance with the Products’ intended purposes, (iv) Buyer has, relocated, modified or altered Products that have not been approved by the SPACEWORX , (v) damage from the Buyer’s misuse of the Products, or (vi) any other act, or failure to act, not in accordance with the Terms of this Agreement by the Buyer, or any other breach by the Buyer of any covenants of the Buyer under this Agreement.
Governing Law and Venue
The Parties agree and acknowledge that all provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. Furthermore, the Buyer agrees that any litigation will be held in a Maryland Federal or State Court and all parties hereby agree to waive a trial by jury. Spaceworx will not pay customers legal fees related to any litigation or claims brought by customers. If Spaceworx is the prevailing party, the customer agrees to pay for Spaceworx legal fees at a cost of $350 per hour.
Force Majeure
The Buyer agrees that SPACEWORX will not be held responsible or accountable if the result of any events are considered beyond SPACEWORX control, including but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
Non-Waiver
SPACEWORX reserves all rights permitted to SPACEWORX under this Agreement as well as under the provisions of any applicable law. Our (SPACEWORX) non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
Survival
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Assignment
The Buyer may not assign your/its rights and/or obligations under this Agreement to any other party without SPACEWORX prior written consent. SPACEWORX may assign our/its rights and/or obligations under this Agreement to any other party at its discretion.
Additional Agreements
This Agreement along with the Privacy Policy, the Website Terms of Use and any other supporting agreements provided by SPACEWORX constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter.
Severability
In the event that any of the provisions of this Agreement/ Terms are held to be invalid or unenforceable, in whole or in part, all other provisions in the agreement will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement and or Terms and Conditions.
Entire Agreement
The Terms set forth herein constitute the entire understanding and agreement between the parties and supersede all previous communications, representations or agreements with respect to the subject matter hereof. No representations or statements of any kind made by any representative of SPACEWORX not stated herein shall be binding on SPACEWORX. No addition to or any modification of any provision in the Buyer’s purchase order or SPACEWORX’s acknowledgment shall be binding upon SPACEWORX unless made separately in writing.