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Terms and Conditions of Sale

Last Modified: July 14, 2020

1. General

These Terms and Conditions of Sale (these “Terms”) govern the sale and delivery of all products (the “Products”) ordered via the website www.vitra.com or other online services of VITRA, INC. (the “Company” or “we”), and all transactions incidental thereto, by or on behalf of the Company to any of the Company’s customers (each, a or the “Customer” and together the “Customers”).

No other terms or conditions shall be of any effect unless otherwise specifically agreed upon by the Company in a writing duly executed by the Company. Any additional or different terms or conditions contained in Customer's order or response to the Company’s confirmation shall be deemed objected to by the Company and shall not be binding on the Company. No general terms and conditions of any Customer shall at any time form a part of the content of any contract or agreement between the Customer and the Company, even if they are not expressly rejected by the Company.

These Terms supersede any and all prior oral quotations, communications, agreements or understandings of the parties in respect of the sale and delivery of the Products and shall supersede any and all other terms and conditions contained in any order placed by a Customer otherwise communicated by a Customer.

Failure of the Company to object to terms and conditions communicated by a Customer shall in no event be construed as an acceptance of any other terms and conditions. Any communication or conduct of a Customer which confirms an agreement for the delivery of Products by the Company, as well as acceptance in whole or in part by the Customer of any delivery of Products from the Company shall constitute an unqualified acceptance by Customer of these Terms.

If Customer finds any provision of these Terms not acceptable, Customer must so notify the Company immediately and must reject the Products delivered under these Terms. Deviations from these Terms require the written approval of the Company.


2. Offers, Orders and Confirmation

The Company shall sell and deliver to the Customers, and each Customer shall purchase and accept from the Company, the Products described on or in any order submitted by the Customer via the Company’s website or other online services (an “Order”).

All offers made by the Company are revocable and subject to change without notice to Customer, the Company shall be entitled to refuse an Order for any or no reason. No Order is binding upon the Company until the Company acknowledges and confirms the Order by email (a “Confirmed Order”). Notwithstanding any prior confirmation of an Order by the Company, the Company shall have no obligation to deliver Products to Customer or otherwise perform any of its obligations set forth in the Confirmed Order or herein if Customer is in breach of any of its obligations hereunder or the Confirmed Order.

In the event Customer cancels or modifies any Confirmed Order, Customer shall bear all costs associated with such cancellation or modification, and, in the event of a modification of a Confirmed Order, the Company shall be free to accept or reject such modification without any further obligation to Customer whatsoever.

Each Confirmed Order shall be considered a separate agreement between the parties to purchase and sell Products, and any failure to deliver Products under any Confirmed Order shall have no consequences for other deliveries. These Terms and the terms and conditions of a Confirmed Order taken together shall constitute the entire agreement between the Company and the Customer regarding the sale and delivery of the Products pursuant to such Confirmed Order.


3. Prices

The price of the Products shall be as published on the Company’s website at the time of the Order unless otherwise quoted in writing by the Company. All published prices are subject to change without prior notice. The Company’s prices do not include delivery. Such prices include standard packaging. Shipping costs as well as taxes, duties or charges in any jurisdiction levied in relation to the Products shall be for Customer’s account and will be added to each invoice as separate line items.


4. Payment Terms

The purchase price for the Products to be delivered under a Confirmed Order and all other amounts due in connection therewith shall be due and payable prior to delivery of such Products. Each Customer shall make payment in US dollars by credit card or by Paypal without any discount, deduction or offset whatsoever. In no event shall any loss, damage, injury or destruction release Customer from its obligation to make the payments required herein.


5. Delivery and Acceptance

All deliveries of Products shall be made FOB (Allentown PA), which means that title to and risk of loss for the Products shall pass to the Customer upon delivery thereof to any common carrier at the Company’s warehouse in Allentown PA. The Company or its agent may select any commercial air, ship, motor or rail carrier or any combination thereof for the transportation of the Products and will notify the Customer thereof in the Order Confirmation. Any times or dates for delivery by the Company are estimates and shall not be binding on the Company. The Company is entitled to deliver the Products to be delivered under any Confirmed Order in part and to invoice a Customer separately for such partial deliveries. In no event shall the Company be liable for any delay in delivery. Delay in delivery of any Products shall not relieve any Customer of its obligation to accept delivery thereof.

A Customer’s failure to accept delivery of any Products pursuant to a Confirmed Order shall not release or excuse such Customer from its obligation to timely pay all amounts due in connection with such Confirmed Order. If a Customer rejects or revokes acceptance of Products or fails to pay any amounts when due, or repudiates with respect to all or part of a Confirmed Order, the Company, in its sole and absolute discretion, may extend the period of delivery by such period as the Company may deem reasonable, or withhold or cancel delivery of any Products, or cancel any or all Confirmed Orders without any further obligations to the Customer whatsoever. In such event the Customer shall be responsible for any and all costs and expenses incurred or damages or losses suffered by the Company in connection with any such delay notwithstanding any action or inaction by the Company with regard to such delay.


6. Examination and Conformity to Order

Promptly upon receipt of any Products, each Customer shall conduct a full and complete inspection of such Products and satisfy itself that the Products delivered conform with the Company’s warranties and meet all requirements set forth in the Confirmed Order. Each Customer shall notify the Company in writing of any apparent defects or other non-compliance with such Confirmed Order that Customer could reasonably have discovered during such inspection within eight (8) days from the date of receipt of such Products, and Customer shall notify the Company in writing within five (5) days of the date on which Customer shall first have become aware of any hidden defect or non-compliance which could not reasonably have been discovered during Customer’s initial inspection of the Products. Notwithstanding anything to the contrary contained herein, any and all claims for defective or non-compliant Products must be received by the Company within six (6) months of the earlier to occur of (a) the delivery of the Products pursuant to these Terms or (b) the Company’s notification of the Customer that the Products are ready for delivery.

If a Customer fails to timely notify the Company of any defects or non-compliance of any Products delivered or Customer uses, destroys or modifies any Products that Customer knows or should have known to be defective or non-compliant without the Company’s prior written consent, such Customer shall be deemed to have unconditionally accepted such Products and waived all of its claims for breach of warranty or otherwise in respect of such Products.


7. Returns

If a Customer is not satisfied with a Product, the Customer may return such Product to the Company at their own shipping cost. Returns must be received in original condition and in the original packaging within fourteen (14) days after receipt of the Product by the Customer. THE REFUND WILL BE REDUCED BY A RESTOCKING CHARGE EQUAL TO 30% OF THE PRICE OF THE PRODUCT. Shipping costs are non-refundable. The refund will be processed in the form of a credit back to the original method of payment. All returns must be accompanied with a Return Goods Authorization (RGA) number which can be requested at + 1 855-651-5846 or via email at online-store.us@vitra.com. Products shall be returned at the Customer’s sole risk to the destination directed by the Company. The Company does not accept any returns or exchanges of special order (configurable) Products.


8. Limited Warranty

The Company warrants that the Products are free from defects in material and workmanship for five (5) years from the date of delivery (the “Warranty Period”) to the Customer except as set forth below:

One (1) year for accessories listed at https://www.vitra.com/en-us/living/product/category/accessories and Gehry Wiggle side chair and stool, Freeform sofa, Living Tower furniture sculpture.

This limited product warranty (this “Limited Warranty”) does not apply to defects, damage, failure or loss resulting from:
- improper use or incorrect handling or modification of the Products (e.g. treatment of fabrics with unsuitable chemical agents);
- non-compliance with our instructions for use;
- exposure to unsuitable environmental conditions (climate, humidity, chemicals, direct sunlight);
- maintenance by unauthorized persons;
- normal wear and tear;
- the use of sharp objects (e.g., writing tools) on the surface of the Products; and
- the use of a Customer’s own materials (COM).

Natural variations in wood grain, leather, stone, natural materials; surface pilling of fabric and textiles, and minor variations to cuttings, samples, or swatch cards shall not be covered by this Limited Warranty. The Company is not responsible for damage to Products which occurs in transit. Damages in transit shall be notified to the responsible carrier in writing immediately after receipt of the Products and the Company shall be informed accordingly.

If any Products prove to be defective, we will, at our own discretion, either rectify the defect or deliver a comparable replacement Product (or replacement Product part). Labor for the repair of the defect shall be covered by this Limited Warranty. In the event the Company decides to replace the defective Product, labor to install the replacement Product is excluded. The Company undertakes to offer a replacement Product which is similar in function and quality. If repair or replacement is commercially impracticable, the Company may grant the Customer a refund or price reduction for the defective Products. Delivery of a replacement Product does not result in a renewal or extension of the Warranty Period.

Only Customers who originally purchased a new Product from the Company may make claims under this Limited Warranty. This Limited Warranty does not extend to any subsequent owner or other transferee of a Product.

TO THE EXTENT NOT PROHIBITED BY FEDERAL OR STATE LAW, THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS LIMITED WARRANTY AND TO THE EXTENT NOT PROHIBITED BY FEDERAL OR STATE LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WARRANTIES OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, EXCEPT FOR THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, FOR WHICH WE LIMIT THE DURATION AND REMEDIES TO THE DURATION OF THIS EXPRESS LIMITED WARRANTY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE REMEDIES UNDER THIS LIMITED WARRANTY ARE THE CUSTOMERS’ SOLE AND EXCLUSIVE REMEDIES AND THE COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. CUSTOMERS MAY HAVE OTHER RIGHTS APART FROM THE SPECIFIC LEGAL RIGHTS SET FORTH HEREIN, WHICH VARY FROM STATE TO STATE.

To make a warranty claim under this Limited Warranty, each Customer must contact the Company at + 1 855-651-5846 or via email at online-store.us@vitra.com to obtain instructions and a written Return Goods Authorization (RGA) number. All Products that are returned to the Company under this Limited Warranty must be accompanied with a RGA provided by the Company. A CUSTOMER’S FAILURE TO COMPLY WITH THE COMPANY’S INSTRUCTIONS IN MAKING A WARRANTY CLAIM MAY RESULT IN A DENIAL OF ALL OR PART OF THE CLAIM.

The Company may change the terms or availability of this Limited Warranty at any time at the Company’s sole discretion without prior notice, but such changes will not apply to any claims made prior to the effective date of such change.


9. Limitation of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE TO ANY CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF ANY BREACH OF THIS LIMITED WARRANTY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY 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 THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LIMITED WARRANTY EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCT THAT GAVE RISE TO THE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO SOME CUSTOMERS.


10. Miscellaneous

If any provision contained in these Terms or any Confirmed Order is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of these Terms or such Confirmed Order, and the remainder of these Terms or such Confirmed Order shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in these Terms, such modification being made to the minimum extent necessary to render such provision valid, legal and enforceable.

In the event of a violation or threatened violation of the Company’s proprietary rights, the Company shall have the right, in addition to such other remedies as may be available pursuant to law or these Terms, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree that legal remedies for such violations or threatened violations are inadequate and that the Company would suffer irreparable harm.

No Customer may assign its Order or any right or interest therein or any other obligation arising hereunder without the prior written consent of the Company. Any attempted assignment shall be null and void.

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.


11. Applicable Law and Jurisdiction

All matters relating to these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be 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).
Any legal suit, action, or proceeding arising out of, or related to, these Terms shall be instituted exclusively in a court of competent jurisdiction in the State of New York, although we retain the right to bring any suit, action, or proceeding against a Customer for breach of these Terms in such Customer’s country of residence. Each Customer waives any and all objections to the exercise of jurisdiction over such Customer by such courts and to venue in such courts. EACH CUSTOMER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS.