Terms & Conditions – Terris Draheim Outdoor

Order & Acknowledgement:

 Purchaser is solely responsible for merchandise and material specifications given to Terris Draheim Outdoor. Orders do not bind Terris Draheim Outdoor until accepted by issuance of a printed acknowledgement. Such acceptance by Terris Draheim Outdoor is conditioned on Purchaser's assent to all of these Terms & Conditions to the extent that they are additional or different from any terms and conditions in Purchaser's order, which assent must be evidenced by Purchaser's execution and return of a duplicate acknowledgement to Terris Draheim Outdoor. If a modified duplicate acknowledgement is not returned to Terris Draheim Outdoor within the ten day review period, or a duplicate acknowledgement is returned to Terris Draheim Outdoor, unmodified, the order will be filled per the specifications expressly stated on the acknowledgement. 

Approvals: 

All approvals must be in writing. Terris Draheim Outdoor will not accept nor process any verbal approval for CFAs, wallcoverings, wood finish samples, carpet color poms, strike-offs, etc. 

Price: Prices are F.O.B. Terris Draheim Outdoor's vendor's facilities, and exclude sales, use, and similar taxes. All acknowledgments will reflect net/wholesale prices unless otherwise stated. Terris Draheim Outdoor will invoice Purchaser for packaging, handling, freight, and insurance. Prices are subject to change at any time prior to Terris Draheim Outdoor's acceptance and acknowledgement of an order. 

Payment Terms: 

A 50% deposit is required on all orders, provided that a larger deposit or payment in advance may be required at Terris Draheim Outdoor's sole discretion. Payment in full is required before merchandise will be delivered to the carrier. Terris Draheim Outdoor reserves the right to charge a late payment charge of 1/2 percent per month, or if less, the maximum lawful rate, from the date of delivery of the merchandise to the carrier. Purchaser agrees to reimburse Terris Draheim Outdoor for all reasonable expenses for collection of delinquent payments, including reasonable attorney fees and expenses. Payment in U.S. currency only. Terris Draheim Outdoor will charge $50.00 for each check transaction returned unpaid. 

Cancellation and Changes: 

Orders cannot be canceled after execution of the order acknowledgement. Should cancellation be necessary and agreed upon by Terris Draheim Outdoor and the vendor, a cancellation fee up to the purchase order total will apply. An order will only be modified or changed upon the acceptance of written instructions from the purchaser. Any changes/modifications in the merchandise specification will be subject to the vendor's/manufacturer's acceptance and additional charges incurred will be the sole responsibility of the Purchaser. 

Sales Tax and Resale Certificate:

 Prior to or at the time of order, where applicable, Purchaser must complete, sign, and submit to Terris Draheim Outdoor a valid resale permit for the State of Washington. Failure to do so will result in the assessment of a $50.00 service fee and all applicable sales and use taxes will be added to the final invoice for the sale and delivery of the merchandise. 

Claims, Damage in Transit, Concealed Damage:

 All merchandise is shipped at Purchaser's sole risk. Title to the merchandise and risk of loss or damage pass to the Purchaser upon delivery of the merchandise to the carrier. Terris Draheim Outdoor has no responsibility for the merchandise in transit. All claims related to the shipment or handling of the merchandise by the carrier must be directed by Purchaser to the carrier. Before accepting merchandise from the carrier, Purchaser, receiver or assignee must carefully inspect the merchandise and make written notation of any loss, dents, holes, and broken crates or cartons on the bill of lading before signing a receipt. If damage cannot be determined until the merchandise is unpacked, Purchaser shall retain the original carton and packing materials, and notify the carrier immediately of such damage so that an inspection by the carrier can be arranged. Claims against Terris Draheim Outdoor arising out of nonconforming merchandise must be made in writing within 2 weeks of the delivery date; failure to do so constitutes irrevocable acceptance of merchandise. Terris Draheim Outdoor will not be responsible for any delays beyond its control, such as delays caused by freight carriers, acts of God, strikes, wars, riots, fires, accidents, inability to obtain materials, or governmental regulations or restrictions. Terris Draheim Outdoor will not be liable for Purchaser's damages or loss, including consequential and incidental damages, caused by such delays. Terris Draheim Outdoor does not recommend drop shipments on any merchandise other than textiles & wallcoverings. 

Disclaimer of Warranties; Limitation of Remedies: 

Terris Draheim Outdoor DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES AGAINST INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES REGARDING WEAR, FADING, OR CLEANABILITY OF ANY FABRICS. Limited warranties on some merchandise may be provided by vendors other than Terris Draheim Outdoor and in such cases are assigned to Purchaser to the extent permitted by those vendors and applicable law. Purchaser's sole and exclusive remedy against Terris Draheim Outdoor for nonconforming merchandise is, at Terris Draheim Outdoor's sole discretion, refund of the purchase price or repair or replace of the nonconforming merchandise. 

Storage: 

Storage charges may be incurred on orders held either by the vendor at its facility, an independent storage facility or Purchaser's designated receiver. Terris Draheim Outdoor cannot receive or store merchandise and shall not be responsible for any storage charges. 

Conflict; Governing Law; Waiver:

 In the event of any discrepancy between these terms and those on the buyer's forms, these terms will govern. These Terms & Conditions are governed by Washington law, excluding choice of law rules. No waiver or modification of any of the provisions hereof will be effective unless made in writing and signed by a duly authorized representative of Terris Draheim Outdoor. Agents and salespersons are not authorized to make any waiver or modification of these terms. 

(updated March 25, 2010) 

PDXDOCS:1885429.3 

Who Can Use the Services

We try to make TerrisDraheim.com broadly available to everyone, but you cannot use TerrisDraheim.com if:

• You are under 18 years old.

• We previously disabled your account for violations of our terms or policies.

• You are prohibited from receiving our products and services  under applicable laws.

By using the Services, you state that:

• You can form a binding contract with Terris Draheim Outdoor.

• You are not a person who is barred from receiving the Services under the laws of the United States or any other applicable jurisdiction—meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition.

• You will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations.

If you are using the Services on behalf of a business or some other entity, you state that you are authorized to grant all licenses set forth in these Terms and agree to these Terms on behalf of the business or entity.

Rights We Grant You

Terris Draheim Outdoor grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Services. This license is for the sole purpose of letting you use and enjoy the Services’ benefits in a way that these Terms and our usage policies allow.

You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission to do so.

Privacy

Your privacy matters to us. You can learn how we handle your information when you use our Services by reading our Privacy Policy. We encourage you to give the Privacy Policy a careful look because, by using our Services, you agree that Terris Draheim Outdoor can collect, use, and share your information consistent with that policy.

Respecting Other People’s Rights

Terris Draheim Outdoor respects the rights of others. And so should you. You therefore may not use the Services, or enable anyone else to use the Services in a manner that:

• violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual-property right.

• bullies, harasses, or intimidates.

• defames.

• spams or solicits our users.

Respecting Copyright

Terris Draheim Outdoor honors the requirements set forth in the Digital Millennium Copyright Act. We therefore take reasonable steps to expeditiously remove from our Services any infringing material that we become aware of.

We make it easy for you to report suspected copyright infringement. If you believe that anything on the Services infringes a copyright that you own or control, please fill out this form.

Safety

We try hard to keep our Services a safe place for all users. But we can’t guarantee it. That’s where you come in. By using the Services, you agree that:

• You will not use the Services for any purpose that is illegal or prohibited in these Terms

• You will not use any robot, spider, crawler, scraper, or other automated means or interface to access the Services or extract other user’s information.

• You will not use or develop any third-party applications that interact with the Services or other users’ content or information without our written consent.

• You will not use the Services in a way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services.

• You will not use or attempt to use another user’s account, username, or password, email and phone number without their permission.

• You will not solicit login credentials from another user.

• You will not post content that contains or links to pornography, graphic violence, threats, hate speech, or incitements to violence.

• You will not upload viruses or other malicious code or otherwise compromise the security of the Services.

• You will not attempt to circumvent or attempt to access areas or features of the Services that you are not authorized to access.

• You will not probe, scan, or test the vulnerability of our Services or any system or network.

• You will not encourage or promote any activity that violates these Terms.

We also care about your safety while using our Services. So do not use our Services in a way that would distract you from obeying traffic or safety laws.

Data Charges and Mobile Phones

You are responsible for any mobile charges that you may incur for using our Services, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.

Third-Party Services

If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party’s terms will govern the respective party’s relationship with you. Terris Draheim Outdoor is not responsible or liable for a third party’s terms or actions taken under the third party’s terms.

Modifying the Services and Termination

We’re relentlessly improving our Services and creating new ones all the time. That means we may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether. We may take any of these actions at any time, and when we do, we may not provide you with any notice beforehand.

Terris Draheim Outdoor. may also terminate these Terms with you at any time, for any reason, and without advanced notice. That means that we may stop providing you with any Services, or impose new or additional limits on your ability to use our Services. For example, we may deactivate your account due to prolonged inactivity.

Regardless of who terminates these Terms, both you and Terris Draheim Outdoor continue to be bound by this terms & conditions agreement.

Indemnity

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Terris Draheim Outdoor, our affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.

Disclaimers

We try to keep the Services up and running and free of annoyances. But we make no promises that we will succeed.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, the IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE The Terris Draheim Outdoor ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE. Terris Draheim Outdoor TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH Terris Draheim Outdoor WILL BE RESPONSIBLE FOR.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Terris Draheim Outdoor AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF Terris Draheim Outdoor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Terris Draheim Outdoor’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID Terris Draheim Outdoor, IF ANY, IN THE LAST 12 MONTHS.

Arbitration, Class-Action Waiver, and Jury Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND Terris Draheim Outdoor TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

1. Applicability of Arbitration Agreement. You and Terris Draheim Outdoor. agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Terris Draheim Outdoor are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.

2. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of these Terms, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

3. Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

4. Fees. If you choose to arbitrate with Terris Draheim Outdoor, you will not have to pay any fees to do so. That is because Terris Draheim Outdoor will reimburse you for your filing fee and the AAA’s Consumer Arbitration Rules provide that any hearing fees and arbitrator compensation are our responsibility. To the extent another arbitral forum is selected, Terris Draheim Outdoor will pay that forum’s fees as well.

5. Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Terris Draheim Outdoor The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Terris Draheim Outdoor.

6. Waiver of Jury Trial. YOU AND Terris Draheim Outdoor WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Terris Draheim Outdoor are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Terris Draheim Outdoor over whether to vacate or enforce an arbitration award, YOU AND Terris Draheim Outdoor WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

7. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 17.

8. Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

9. Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Terris Draheim Outdoor can force the other to arbitrate. To opt out, you must notify Terris Draheim Outdoor in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, the email address you used on the TerrisDraheim.com platform, Services, and an unequivocal statement that you want to opt out of this arbitration agreement. You must either mail your opt-out notice to this address: Terris Draheim Outdoor, ATTN: Arbitration Opt-out,5600 Sixth Avenue South Seattle, WA 98108, or email the opt-out notice to info@TerrisDraheim.com.

10. Small Claims Court. Notwithstanding the foregoing, either you or Terris Draheim Outdoor may bring an individual action in small claims court.

11. Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Terris Draheim Outdoor.

Exclusive Venue

To the extent that these Terms allow you or Terris Draheim Outdoor to initiate litigation in a court, both you and Terris Draheim Outdoor agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the United States, Washington. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Washington State Supreme Court. You and Terris Draheim Outdoor consent to the personal jurisdiction of both courts.

Choice of Law

Except to the extent that they are preempted by U.S. federal law, the laws of Washington, other than its conflict-of-laws principles, govern these Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.

Severability

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

Additional Terms for Specific Services

Given the breadth of our Services, we sometimes need to craft additional terms and conditions for specific Services. Those additional terms and conditions, which will be available with the relevant Services, then become part of your agreement with us if you use those Services. If any part of those additional terms and conditions conflicts with these Terms, the additional terms and conditions will prevail.

Final Terms

• These Terms (together with any additional terms applicable to specific Services you use) make up the entire agreement between you and Terris Draheim Outdoor, and supersedes any prior agreements.

• These Terms do not create or confer any third-party beneficiary rights.

• If we do not enforce a provision in these Terms, it will not be considered a waiver.

• We reserve all rights not expressly granted to you.

Contact Us

Terris Draheim Outdoor welcomes comments, questions, concerns, or suggestions. Please send us feedback by visiting the contact us page. Terris Draheim Outdoor is located in the United States at 5616 Sixth Avenue South Seattle, WA 98108.