Terms and Conditions
1. SALES AND PAYMENT
• This document represents the full and final agreement between Buyer and Seller (Herval Corporation, d/b/a Uultis).
• All custom, made-to-order, and special-order sales are final, except as expressly provided in Sections 1.1 and 2.1. Returns of eligible in-stock merchandise are governed by Section 4.
• Deposits and down payments become non-refundable once production begins or materials are specifically procured for Buyer’s order, whichever occurs first.
• Orders will not be processed until the required deposit is received.
• Delivery of the items purchased will not be scheduled until the invoice has been paid in full.
• A processing fee of $35.00 will be applied to all checks returned due to insufficient funds.
1.1. SPECIAL ORDER PRICE ADJUSTMENTS
• A “Special Order” includes any custom, made-to-order, imported, or non-inventory product, including Customer’s Own Material (COM) orders and items sourced or manufactured specifically for Buyer. Special Orders are produced or sourced to Buyer’s specifications and are non-cancellable and non-refundable, except as expressly set forth in these Terms.
• The price quoted for a Special Order reflects Seller’s costs at the time the order is placed. Because Special Orders involve lead time between order placement and delivery, and because certain products are imported, the quoted price is subject to adjustment if, after the order is placed and before delivery, Seller’s cost to fulfill the order materially increases due to any of the following:
1. The imposition of, or any increase in, import tariffs, customs duties, taxes, or other governmental charges applicable to the goods;
2. A change in the exchange rate between the Brazilian Real (BRL) and the U.S. Dollar (USD) affecting the landed cost of imported goods;
3. An increase in freight, shipping, fuel, insurance, or logistics costs;
4. An increase in supplier, manufacturer, or raw material costs; or
5. Any act of God or event of force majeure — including natural disasters, war, civil unrest, pandemics, labor disputes, port closures, or supply chain disruptions — that increases Seller’s cost to produce, source, or deliver the goods.
• Seller will notify Buyer in writing of any revised price before delivery. Any adjustment will be limited to the actual documented increase in Seller’s costs and will not be applied as additional margin.
• Should a price adjustment exceed ten percent (10%) of the original order total, Buyer may, within seven (7) calendar days of Seller’s written notice, cancel the affected order. Upon such cancellation, Seller shall retain Buyer’s deposit and any amounts paid to the extent of Seller’s non-recoverable costs already incurred on Buyer’s behalf (including materials procured and work performed) and shall refund only the portion, if any, that exceeds those costs. Price adjustments of ten percent (10%) or less, and all adjustments on orders for which materials have already been procured or production has already begun, are binding and do not entitle Buyer to cancellation or refund.
• If Buyer does not respond within seven (7) calendar days of Seller’s notice, the order will proceed at the revised price.
2. ORDER PROCESSING AND DELIVERY
• Once an order has been sent to production, no changes may be made to the product specifications, including fabric, wood finish, size, or any other material details.
• Seller shall use diligence to deliver merchandise by the estimated delivery date; however, all dates are estimates only. Delays caused by manufacturing, transportation, customs, or other circumstances beyond Seller’s control shall not constitute grounds for cancellation or refund.
• The shipping service will contact Buyer to schedule delivery once the order is ready and paid in full. Buyer or an authorized recipient must inspect and accept the goods upon delivery, confirming the merchandise is in good condition.
• Delivery is limited to standard access points (doorways, one flight of stairs, and elevators). Special delivery circumstances or restrictions may incur additional charges.
• Seller and delivery personnel are not responsible for moving or removing existing furniture, installing items, hanging artwork, connecting electrical components, or any related tasks.
• Some products may require assembly. Seller and delivery teams are not responsible for assembly unless White-Glove Delivery service is specified and paid for.
2.1. STORAGE, COLLECTION, AND ABANDONED ORDERS
• Special Orders are manufactured to Buyer’s specifications and are non-cancellable and non-refundable, except as set forth in these Terms.
• Upon arrival of the merchandise at Seller’s warehouse, Buyer will have thirty (30) calendar days (the “Grace Period”) to arrange delivery or pickup at no additional charge. The Grace Period begins only after the invoice has been paid in full.
• If the order remains at Seller’s warehouse after the Grace Period, a storage fee of two percent (2%) of the order’s total invoice value per month will accrue, prorated daily, until delivery, pickup, or cancellation.
• If the order remains uncollected ninety (90) calendar days after arrival at Seller’s warehouse, Seller reserves the right to cancel the order. Seller will provide written notice to Buyer at least ten (10) calendar days prior to cancellation. Upon such cancellation, Buyer’s down payment shall be retained in full by Seller, any accrued storage fees shall remain due and payable, and Buyer shall have no further claim to the merchandise.
3. WARRANTY
• Buyer must notify Seller in writing within five (5) business days after delivery of any claim for defects or shipping damage, including clear photos of the item and packaging.
• Damaged or defective items will be repaired or replaced at the manufacturer’s sole discretion.
• All Uultis products are covered by a one (1)-year limited manufacturer warranty from the date of delivery.
• The warranty excludes:
o Damage due to misuse, improper handling, accidents, or third-party transport.
o Natural variations in wood, fabric, leather, glass, metal, and stone (color, grain, texture, finish, sheen, tone, distressing, etc.).
o Modifications made after delivery and normal wear and tear.
• Warranty service after expiration or due to Buyer damage will be billed to Buyer.
• If Buyer provides their own fabric or materials, Seller assumes no responsibility for quality, yardage, or performance.
• Manufacturer retains sole authority to determine whether repair or replacement is appropriate.
• Buyer should be aware that wood, fabric, leather, and stone products exhibit natural variations in color, grain, finish, sheen, texture, tone, distressing, etc. These variations are part of the product and are not considered quality defects. Fabrics may vary per dye lot from the display sample.
• Warranty applies only to the original purchaser with proof of purchase. For care and maintenance information, refer to the Uultis Warranty Policy.
4. RETURNS AND EXCHANGES
• Custom and Made-to-Order Products:
o All custom or non-inventory items are final sale and not eligible for return, exchange, or store credit.
o Deposits and payments are non-refundable once production begins or materials are procured.
• In-Stock and Floor-Sample Products:
o Returns due to change of mind (“buyer’s remorse”) will be accepted only within seven (7) days of the date of purchase for store credit or product exchange.
o After seven (7) days, no returns, exchanges, or credits will be accepted.
o Returned items must be in original condition and packaging.
o Accepted returns are subject to a restocking fee equal to ten percent (10%) of the product’s purchase price, which will be deducted from the store credit or exchange value.
o Buyer is responsible for return shipping and handling costs unless the return is due to a verified warranty issue.
• Store Credit Policy:
o Store credit from an approved return remains valid for one (1) year from the date of purchase.
o After one year, the unused credit will be forfeited.
o Only the product value, less any applicable restocking fee, will be converted into store credit; taxes, shipping, and delivery fees are non-refundable.
5. CONTRACT AGREEMENT AND FORCE MAJEURE
• If Seller is unable to perform any obligation under this Agreement due to causes beyond its reasonable control — such as fire, flood, war, strike, governmental action, utility failure, epidemics, or destruction of facilities — performance shall be excused for the duration of the event. If delivery becomes permanently impossible, Seller shall refund payments received for undelivered goods, less any non-recoverable costs already incurred on Buyer’s behalf (including materials procured and work performed).
• These Terms and Conditions constitute the entire agreement between Buyer and Seller and supersede all prior proposals, understandings, representations, or communications, whether oral or written. No statement, promise, representation, or assurance made verbally by any Uultis employee, sales associate, representative, or agent shall be binding on Seller or modify these Terms unless set forth in writing and signed by an authorized representative of Seller.
• The governing law of this Agreement shall be the State of Florida, USA, and any disputes shall be resolved in the courts of Miami-Dade County.
• In no event shall Seller be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of use, or loss of business opportunity.