Terms and Conditions of Use

SPACEWORX®Terms & Conditions

Acceptance

The Terms and Conditions set forth herein represent an offer by SPACEWORX 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 cancelled prior to the product being shipped, only for stock items. On or after the product shipment date, Buyers will be responsible to cover all shipping costs incurred to and from the SPACEWORX warehouse. If full payment has already been accepted, the Buyer will receive a refund on the invoice total LESS shipping and any additional shipping costs incurred by SPACEWORX and any non refundable deposit. If an order is subject to net payment Terms, the Buyer will be required to cover all shipping costs incurred by SPACEWORX, to and from the SPACEWORX warehouse, the Buyer will receive proof of shipping costs, and will be billed accordingly.

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.

Delivery

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.

Third Party Shipping

All merchandise is signed for by the freight company, stating that the items have been picked up in good condition. Third party shippers have sole responsibility for any damage, loss or shortages incurred during transit. Buyers or their receiving warehouses must inspect the items upon arrival. SPACEWORX is not responsible for any freight related claims, but will assist the Buyer in this process. No merchandise can be returned to SPACEWORX without its prior written consent. Unauthorized returns will be reshipped to the location of origin freight collect.

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 Claims and Returns

Merchandise will not be accepted for return without an RGA (Return Goods Authorization) issued by the SPACEWORX prior to returning any goods. All returnable items must be clean and free of dents, scratches, holes, tears, cracks, stickers, price tags, writing, etc and should be unused. Items must be in its original packaging carton, wrap, etc. All internal packaging (i.e. bubble wrap, cardboard corners, etc) must be in place. All returned merchandise will be thoroughly inspected and the results compared to the reason for return stated on the RGA. Any discrepancies, such as additional damage, signs of usage, missing parts, etc., will result in an adjustment to the amount of credit issued.

Stock Goods Returns: Only certain stock items are returnable and based on the following conditions. Must be in the original carton and returned undamaged. All returns are subject to a minimum inspection, and up to a 50% restocking fees may apply. Stock items that are delivered damaged may be returned/exchanged; or as an alternative, replacement parts can be ordered for the damaged item(s). All stock items must be returned within 30 days from the delivery date. Ready-to-assemble items (if applicable) are not returnable if the product cartons have been opened and the contents removed for assembly, or the item has been assembled. Contact customer service to obtain a return authorization number prior to the return. No returns will be accepted without an approved return authorization.

Returns on Non-Stock/Special Order Items: Non-stock items are non-returnable and non-refundable. Non-stock items that are received damaged can have parts ordered to replace the damaged portion. All modular pods, booths are non-returnable.

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. Some finishes can vary from samples and exact matching is not guaranteed.

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 service@spaceworx.us Failure to make a claim within the 3 day period of time constitutes acceptance of the merchandise.

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.

Promotion

You (the Buyer) hereby grant SPACEWORX the free right to include your company name or logo on SPACEWORX’s site or other marketing and promotional efforts. If you do not want your logo to be used, please let us know at info@spaceworx.us

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, laws, permits or approvals.

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 express or implied are excluded.

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 a manufacturing defect. SPACEWORX negligence and 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 hereby waive a trial by jury.

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

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our 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.