TERMS & CONDITIONS
AGREEMENT
The acceptance of any Purchase Order by MMS is expressly conditioned on Buyer’s acceptance of this Agreement. These Terms and Conditions may be modified by MMS at any time, for any reason.
PRICING
Pricing does not include VAT/local taxes, shipping and handling charges, insurance, storage, installation, customs duties and other charges related thereto. Relevant discounts will not be applied to any customizations to a standard product (ie. custom canopy, finishes or drop length outside of the standard offering, etc.). Pricing is subject to change at MMS’s sole and exclusive discretion; however, all quotes are binding for 30 days.
Where a valid MMS quotation contains a price or prices which differ from the published list price and the order is placed within 30 days from the date of the quotation (unless otherwise noted), then the price shown in the quotation shall be the price payable for the goods.
PAYMENT TERMS
Unless otherwise agreed to in writing by MMS payment terms are NET 0. Buyer will pay one hundred percent (100%) of the confirmed purchase price to initiate production. Payment terms may be negotiated for large volume orders, per MMS’s discretion. All payments will be in CAD, USD or EUR dollars as applicable, with cheques made payable to Matthew McCormick Studio Inc. or by wire transfer. Buyer is responsible for wire transfer fees. Credit card payments can be accepted (3% service fees may apply). To expedite payment confirmation, Buyer may email AR@matthewmccormick.ca with a wire confirmation or cheque image.
Buyer will reimburse and indemnify MMS for any and all costs of collection incurred in past due sums. MMS reserves the right to decline a shipment to Buyer for any invoice that is past due. Buyer waives and releases any claim against MMS for loss or damage actually and/or allegedly sustained by Buyer as a result of MMS’s refusal to make a shipment under such circumstances. The Product will remain property of MMS until the full order payment has been received.
CUSTOMIZATIONS
Customization to standard product must be requested and approved prior to production in writing. Production lead time for product customizations will be determined at the time of Buyer’s written approval of drawings, and production will commence upon completion of payment terms, as defined on the Sales Order. A minimum fee of $360 will be applied to cover design and consultation time with an MMS designer, custom drawings and one revision, as applicable. If design consultation time exceeds three (3) hours, $120 will be applied for each additional hour. Product customizations may extend production time and will be quoted as such. Custom and bespoke pieces are not subject to discounts or returns.
CLIENT SPECIFICATIONS
Where products are customized and manufactured in accordance with plans, drawings, measurements, or specifications provided by Buyer (collectively referred to herein as “Specifications”), Buyer must provide such Specifications to MMS in writing. Buyer acknowledges and agrees that MMS will rely on, and assume the accuracy of, all Specifications provided by Buyer. Buyer further agrees that MMS shall not be responsible for any inaccuracies in the Products arising out of MMS’s reliance upon inaccurate measurements provided by Buyer in its Specifications, and/or design and drawing approvals made by Buyer that contain said inaccuracies.
Buyer shall indemnify, defend, and hold MMS harmless from all loss, damage, claims, actions, fines and any other expense, including reasonable attorneys’ fees and expenses arising from or relating to such Specifications, including but not limited to claims brought by a third-party with respect to their intellectual property rights.
ORDER PLACEMENT + ACCEPTANCE
Orders will only be considered placed once a formal written receipt of the Sales Order (aka ‘Proforma Invoice’) has been provided by MMS. Telephone or verbal orders will not be accepted.
Purchase Orders can be emailed directly to: sales@matthewmccormick.ca. To expedite orders, Buyer must provide: product name, quantity, finish, drop length (if not standard) and shipping address with the order. Sales Orders are final and binding. Any subsequent change or cancellation is subject to the consent of MMS. Additions to orders already received and in production will be considered new orders. If final shipping address is changed from the original shipping address provided and quoted for the Purchase Order, Buyer may incur additional shipping charges based on the change of shipping location.
ORDER CHANGES, CANCELLATION AND MODIFICATION
Change, cancellation, or modification of product orders may be considered for standard product but must be requested within forty-eight (48) hours from receipt of payment and will be reviewed and approved in writing at MMS’s sole and exclusive discretion. MMS, at its discretion, may charge up to 25% of the total order value if an order is cancelled more than forty-eight (48) hours after order confirmation.
Bespoke/customized orders cannot be changed or cancelled under any circumstances. Additions to orders already received and in production will be considered new orders (see “ORDER PLACEMENT AND ACCEPTANCE”).
LEAD TIME
MMS carries limited stock runs of our highest selling, standardized product line; however, some are made to order and require a minimum eight-week lead time (which may extend during holiday season office closures and/or extenuating circumstances). Some product customizations may also extend production lead time and will be quoted as such during the inquiry process.
Buyer acknowledges and agrees that all lead times provided by MMS are estimates and lead times may be affected by the volume of your Order, increased demand for Products, office closures, holidays, extenuating circumstances, strike, labour trouble, inability to obtain materials or services, power failure, restrictive government laws or regulations, riots, insurrection, sabotage, rebellion, war, acts of God, terrorism, or any other similar reason that is not the fault of MMS.
To quote lead time for large quantity orders, Buyer will contact MMS at 1-888-290-0840 or email at sales@matthewmccormick.ca.
SHIPPING + FREIGHT
Unless otherwise agreed to in writing by MMS, all products will be shipped F.O.B. from MMS’s warehouse facility in Vancouver, BC. MMS will ship products by the method deemed most satisfactory based on convenience, sustainable practice, experience and/or cost, unless specified by Buyer and confirmed by MMS in writing. Method of packaging is at MMS discretion. MMS reserves the right to make partial shipments of Client orders and furnish separate invoices for each partial order shipped. Buyer understands and agrees that all delivery times provided for an invoice are approximate and that actual delivery date may vary as a result of events outside of MMS’s control, including but not limited to strikes, accidents, natural disasters or unavailability of material and/or product. Unless otherwise arranged, all freight charges are billed with the product charges. All prices include crating, unless otherwise stated in MMS Price List or for oversized product and combined shipments. Under such circumstances, crating will be quoted separately and billed on final invoice.
Buyer is responsible for covering charges incurred should they fail to accept delivery of Product(s) including but not limited to demurrage charges, transportation charges, warehousing fees, storage fees, and insurance costs.
EX WORKS
Where MMS Product is not certified for re-sale into a specific country or region, MMS may offer an Ex Works (“EXW”) shipping option whereby customers arrange to purchase from the MMS warehouse in Vancouver, Canada and coordinate delivery by a shipper selected by Buyer. Responsibility over this shipment moves fully to Buyer once the order is picked up from the MMS Vancouver location; Buyer assumes all risk. Buyer will pay $150 EXW facilitation fee for assistance in the arrangement of pick up and documentation.
EXPEDITED SHIPPING
Upon request, MMS may, if deemed feasible, coordinate expedited shipping, subject to an additional fee to be paid by Buyer. MMS will not be liable for any damages (including, without limitation, any incidental or consequential damages) arising from its failure to deliver or delay in delivering the Products during the specified shipping time.
DROP SHIP ORDERS
Drop shipping may be available upon request and must be clearly noted on PO. All standard terms and conditions apply. Buyer may request that MMS deliver Products directly to their customers or to third parties in the United States or Europe and MMS agrees to use commercially reasonable efforts to accommodate such requests. Buyer will be responsible for all costs associated with Drop Shipments including but not limited to VAT, duties, etc.
LARGE VOLUME ORDERS
In certain circumstances, for large-volume orders, MMS may be able to hold pricing for a maximum of six (6) months from the date of Sales Order acceptance with a minimum 15% deposit on total order value, at MMS’s discretion. If product is added or removed from the Sales Order within that timeframe, MMS reserves the right to re-quote. When final release date is confirmed by Buyer, MMS requires the remainder of the deposit (totaling a minimum of 50% total order value) at a minimum of three (3) months prior to delivery date. The remaining 50% deposit will be billed two (2) weeks prior to confirmed order dispatch and must be received before MMS is to release the product order.
For orders not released within six (6) months of the original hold agreement and initial deposit, the order may be subject to a max 10% escalation in cost (re-quoted by MMS) to cover any increased costs of material and labour. In addition, any order deemed incomplete may incur a cancellation charge (the 15% deposit will become non-refundable).
STORAGE FEES
MMS charges storage fees of 3% per month on Sales Orders for product held for more than 30 days beyond the date of product completion date, or the estimated completion date (whichever is later).
SHIPMENT INSPECTION + ACCEPTANCE
All products from MMS are tested and hand inspected. On receipt of the product order, Buyer agrees to examine the shipment to determine if the packaging shows damage, abnormalities, or tampering, the Product inside conforms to the applicable invoice, and/or whether any product(s) included in the shipment are visibly damaged. Except for claims under MMS’s Limited Warranty (see “WARRANTIES”), claims of any quantity discrepancies, damage or other nonconformity must be submitted to MMS in writing, in addition to clear imagery of the damage, within forty-eight (48) hours of Receiver’s receipt of the product (the “Notice Period”). Failure to notify MMS in writing of any non-conformity within the Notice Period removes MMS from any liability related to the same, unless otherwise provided under Limited Warranty.
It is imperative that Buyer keeps original, factory-sealed packaging for their Product until it has been inspected upon receipt, confirming it has arrived without defects or damage, in the case Product needs to be sent back to MMS for a full technical assessment. All claims of defect or damage will be subject to MMS’s inspection of the Products and determination, in its sole discretion, that a defect or damage exists. (See “WARRANTIES”). Buyer’s exclusive remedy for any defect in delivery shall be limited, at MMS’s option, to MMS’s repair or replacement within a reasonable time of any non-conforming, damaged, or defective Products. Failure to make a claim in compliance with this Section, other than a claim under MMS’s Limited Warranty below will constitute an irrevocable acceptance of the Products by the Buyer.
Buyers are responsible (and will be invoiced by MMS) for all costs and expenses incurred as a result of Receiver’s failure to accept delivery of the Products on the dates specified by MMS, including, but not limited to demurrage charges and any transportation, insurance or warehousing/storage related costs. In the event that the Receiver fails to accept delivery of the Products within thirty (30) days of the original scheduled delivery date, MMS shall have the right to retain all sums paid by the Buyer and may dispose of the Products at MMS’s discretion, including via resale, and Buyer shall have no further rights or title therein or thereto.
INSTALLATION
Unless otherwise agreed to by the parties in writing, Buyer assumes all responsibility and costs related to the proper installation of the Products including but not limited to contractor/electrician fees, scaffolding, structural engineering and reinforcements, dimming controls, electrical infrastructure, etc. MMS highly recommends that all MMS Products are installed by a licensed electrician. MMS is not responsible for any damages to the Products or the property relating to third-party installation.
All standard MMS Product come with installation instructions, hardware and lamping. Buyer/installer should reference appropriate specification sheet to appropriately support fixture weight requirements. If a junction box is not installed, it is imperative that the ceiling contains appropriate blocking. If additional information (ie. drawings, pendant mapping, etc.) is required, Buyer must specify at the time of Sales Order confirmation.
If the installer has questions about Product installation, it is strongly recommended that Buyer contact MMS at 1-888-290-0840 or sales@matthewmccormick.ca during regular business hours for further guidance PRIOR to attempting the installation procedure and to avoid irreparable damage to the Product, thus voiding Warranty. If it is suspected that there are Product-related issues that arise during installation that cannot be troubleshooted with MMS support, MMS will cover costs for shipping the product back to MMS for full assessment and require Buyer to repackage and properly reinforce the fixture in its original manufacturer sealed containers to avoid damage during shipping, which voids Warranty. In this circumstance, MMS will not cover costs associated with the uninstallation and disassembly of the fixture, including but not limited to costs related to scaffolding, contractor/electrical fees, new packaging, etc, As required, product reparation costs and shipment back to Buyer will be quoted back to Buyer at MMS’s discretion.
RETURNS
Requests to return product must be made via the Return/Warranty Submission Form within 60 days from the date of shipment. In the case that MMS authorizes the Buyer to return a product due to a purchase mistake, MMS will open a Returned Material Authorization (“RMA”) to instigate the restocking process. Returns may be subject to a restocking fee up to 25%. All returned goods must be accompanied by the RMA issued by MMS. Only standard product from the current catalog will be considered for a return. Customized orders or discontinued products are not subject to return. If MMS accepts your Claim, it will provide at RMA #, advise if a Restocking Fee applies and you will have thirty (30) days from the day MMS accepts your Claim do the following:
to ship the Valid Standard Products to MMS at your cost; and
to provide proof to MMS that you have shipped the Valid Standard Products to MMS.
RMAs will expire 30 days after issuance and accepted returns must be made freight prepaid at the Buyer’s sole cost and expense. All returned Product is subject to inspection and must be returned in new condition, in the original factory sealed cartons to qualify for a refund at MMS’s discretion. Buyers shall be responsible for the full wholesale value of Products that are returned to MMS in used and/or damaged condition, at MMS’s discretion.
WARRANTIES
Subject to the terms below, MMS warrants any Products that you purchase will be free of defects in material and workmanship (the “Warranty”) for a period of one (1) year* from the Shipping Date (the “Warranty Period”). You acknowledge and agree that the Warranty is non-transferable to third parties and the Warranty Period will no be suspended or extended under any circumstances.
If during the Warranty Period, you discover a defect in material or workmanship in a Product purchased by you, you may make a Claim for Warranty by submitting the Return/Warranty Submission Form by email to sales@matthewmccormick.ca (your “Warranty Claim.”) Following its receipt of your Warranty Claim, MMS will arrange for a full technical inspection of the Product and will provide detailed feedback on the nature of the problem with the Product and related causes within a reasonable period of time. If MMS in its sole and unfettered discretion determines the Product contains a defect in material or workmanship MMS will repair the Product at its own expense or provide a replacement Product either of the same model or a comparable successor Product. If identical materials are not available at the time of repair or replacement, MMS may substitute materials of comparable quality. You acknowledge and agree that MMS has the exclusive right to determine the best method for repairing your Product.
You acknowledge and agree that this Warranty expressly excludes the following:
damage caused by improper installation (any installation method that differs from the installation instructions provided);
any and all damage caused to the Product as a result of alterations by persons other than MMS;
accidental damage to the Product, including damage sustained during shipping;
damage to the Product caused by misuse, abuse, neglect, unusual physical stress, alterations (including, but not limited to finishes applied by parties other than MMS);
damage to the Product caused by improper care, cleaning, operation, maintenance, handling or installation of the Product;
normal wear and tear on the Product including, but not limited to discolouration, natural weathering of finishes and other cosmetic changes; and
loss of functionality of the Product due to exposure conditions outside of the performance and design specifications of the Product.
*EU: Two (2) year limited warranty
PRODUCT CHANGES; VARIATIONS
At any time, MMS may introduce changes to improve the quality of their products while maintaining basic features of the product as shown in their catalogues. Buyer understands and acknowledges that some minor changes to Products may be made during the manufacturing process. MMS reserves the right to modify or discontinue any product specifications or product design, including but not limited to changes of materials and colours available and/or change the technical specifications of any products at any time without notice to Buyer, including products illustrated in MMS catalogues. Buyer acknowledges that any Product containing Natural and Manufactured Materials may have inherent inconsistencies, imperfections, and variations.
PRODUCT INFORMATION
Buyer acknowledges and agrees that any information about the products provided by MMS, including but not limited to drawings, illustrations, designs, measurements and/or descriptions created by MMS (“Product Information”), along with any other rights related thereto, are and will remain the sole and exclusive property of MMS. Buyer will not use any such Product Information in connection with the purchase or manufacture of products from or by anyone other than MMS. Buyer further acknowledges and agrees that any and all Product Information created by MMS are for informational purposes only and that Buyer will be responsible to confirm, in writing, MMS Product Information for the measurements, materials, design or installation of the Products described or illustrated therein. MMS makes no representations or warranties regarding the accuracy or precision of Product Information and disclaims all liability for Buyer’s reliance thereon, or reliance thereon by Buyer’s clients or employees. MMS shall not be liable for any damages or claims, including consequential damages, arising out of the inaccuracy or incompleteness of any Product Information.
INTELLECTUAL PROPERTY
All Products and all content constituting MMS digital and print materials, including the Website (www.matthewmccormick.ca) are subject to proprietary rights provided under intellectual property law including without limitation patent, copyright, trademark, and trade secret laws in Canada (collectively, the “IP Rights”). You acknowledge and agree that the ownership right and title to such IP Rights will continue and remain with MMS or its licensors, as the case may be, notwithstanding your use of the Website or the sale of any Product or Products to you. Under no circumstances will the sale of a Product or Products by MMS to you, be construed as a licence to infringe upon the IP Rights or a right to hold yourself out to be a licensee of MMS.
INDEMNIFICATION
To the maximum extent permitted by applicable law and notwithstanding any act or omission of MMS, you agree to defend, indemnify and hold harmless MMS from and against all Actions, claims, liability, losses, damages, expenses, and costs, arising out of: (i) your use of the Website; (ii) your infringement or violation of any rights of another; (iii) your breach or alleged breach of these Terms and Conditions; (iv) your Product selection; (v) the installation of any Product; and (vi) your use of any Products.
GOVERNING LAW
You acknowledge and agree that all purchases and sales between you and MMS for all Products are deemed to have taken place in British Columbia, Canada.
LIMITATION OF LIABILITY
Except any liability that may not be limited under applicable law (the "Excluded Matters"), in no event will MMS be liable for any loss, cost, damage, or any indirect, incidental, consequential, special, punitive, exemplary or any similar type of damage arising out of or in any way related to (i) the purchase and sale of a Product; (ii) to the use, delivery, replacement, or performance of a Product; and (iii) to these terms and conditions. You assume all responsibility for the selection of a Product and services provided hereunder to achieve your intended results. Except for the Excluded Matters, in no event shall MMS’s total liability to you for any and all claims arising out of or as a result of (i) the purchase and sale of a Product; (ii) the use, delivery, replacement, or performance of a Product; and (iii) these terms and conditions exceed the Purchase Price of the Product purchased by you.
SEVERABILITY
If a court or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in these Terms and Conditions is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination these Terms and Conditions would fail in its essential purpose.
For any questions or concerns around the MMS General Terms & Conditions or its related Definitions, please feel free to contact us.