Terms & Conditions

By purchasing Product from Design Holdings LLC / Vincent Sheppard USA, you consent and agree to be bound by the terms of this Agreement. If you do not agree with the terms and conditions of this Agreement, you should not purchase, request or receive a Product. This sale is expressly contingent upon your acceptance of these terms.

General

  • All accepted orders are subject to standard Terms and Conditions.
  • Vincent Sheppard USA reserves the right to refuse any order.
  • Vincent Sheppard USA reserves the right to periodically change the Terms and Conditions without prior or written notice.
  • Vincent Sheppard USA reserves the right to modify prices, products and product components without prior or written notice.
  • Errors: There may be errors in the prices, descriptions or images of certain merchandise on our website, in our catalog, or in sales material. We reserve the right to restrict orders of those items.

Special Orders

Frame and weave colors that are not part of Vincent Sheppard USA’s stock plan may be special ordered from the factory in available color combinations. Minimum Order Quantities vary by collection and piece. Minimum special order: $2,000 NET.

Shipping Inspection and Damages

Please immediately inspect your furniture and share any concerns you may have with your delivery team. You have the right to refuse delivery if the item arrives damaged or if you fear the item might be damaged based on the packaging conditions. You must make any claims for damage, shortage or errors within 24 hours of delivery. If no claim is made within this 24-hour period, furniture will be considered fully accepted.

Vincent Sheppard USA reserves the right to inspect, repair or replace any merchandise at its discretion. Vincent Sheppard USA is unable to offer expedited production or shipping options on replacement orders.

On any LTL shipment, failure to note any damages on the Delivery Receipt before the trucker leaves will result in the denial of a claim. Exceptions will not be made for drop-shipments.

To ensure that any instance of shipping damage is addressed, please adhere to the following guidelines:

  • At the time of delivery, all boxes should be inspected for suspected damage. If a box shows any damage, the box should be opened for further inspection before the trucker leaves the premises. Damages to any items or boxes delivered MUST be noted on the delivery receipt or bill of lading when you sign to accept the order. Failure to do so often results in refusal of a claim.
  • If severe damage to the product is visible upon delivery, please reject the item from the carrier. This will expedite the claim process.
  • Photos of the damaged pallet, damaged box(es), and damaged product should be taken to carefully document the claim. The more information provided, the more likely your claim will be accepted.
  • Please retain all packaging materials of damaged items for a minimum of 120 days; this is required, should the carrier elect to inspect or retrieve the merchandise.
  • When concealed damage occurs, shippers normally pay about 10% of the products’ value & must receive photos and proof of damage within 3 business days of delivery to accept a claim.

DO NOT SIGN FOR SHIPMENT UNTIL IT HAS BEEN THOROUGHLY INSPECTED FOR ANY DAMAGE. SHIPPER IS NOT RESPONSIBLE FOR SHIPMENTS THAT ARE NOT SIGNED FOR AS DAMAGED UPON ARRIVAL.

Payment Terms

Design Holdings LLC / Vincent Sheppard USA accepts all major credit cards, checks, Paypal, and wire transfers. A 3% convenience fee is added to NET orders over $5,000 where credit card and Paypal payments are requested.

Remit to address for checks:
Design Holdings LLC
275 Market Street, Suite 113 Minneapolis, MN 55405
Tel. 866-910-7452

Opening order terms are prepayment. After your opening order:

  • In stock and ready to ship: 100% prepayment.
  • Needs to be ordered from Denmark: 50% down payment to reserve / 50% before it ships from the U.S.
  • Needs to be ordered from Indonesia: 50% when it ships from the factory / 50% before it ships from the U.S.
  • Special ordered items (custom colors, etc.) from Indonesia: 50% down payment before production / 50% before it ships from the U.S.

Holding Stock

We do not hold in-stock products. If an order is confirmed and not allowed to ship within 30 days of purchase, the customer will incur a 5% storage fee for every 30 days thereafter your product is held in our warehouse.

Late Payments

Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less.

In the event Design Holdings LLC / Vincent Sheppard USA has to initiate efforts to collect past due amounts, the Customer/Dealer agrees to pay Design Holdings LLC / Vincent Sheppard USA reasonable attorney’s fees and all costs of collection if Design holdings LLC / Vincent Sheppard USA prevails in whole or in part.

Taxes

Design Holdings LLC / Vincent Sheppard USA Quotes, Sales Order and Invoices do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes ("Taxes"). Customer is responsible for paying all Taxes. If Design Holdings LLC / Vincent Sheppard USA has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer.

Ownership Reservation

The goods sold shall remain the Vendor's property until payment has been made in full.

Credit Card Disputes

In the event of a disputed credit card charge, which is ultimately found to have been legitimate or which otherwise finds (in whole or in part) in favor of Design Holdings LLC / Vincent Sheppard USA, the customer shall be governed by Minnesota law and any dispute shall be governed by the Governing law, Venue and Dispute Resolution provisions set forth in this Agreement.

Minimum Advertised Price (MAP)

In order to preserve Vincent Sheppard’s reputation for providing customers with high-value products, Design Holdings LLC / Vincent Sheppard USA is unilaterally instituting a policy of minimum advertised price (MAP) standards for all Vincent Sheppard branded products. This policy applies to all resellers who sell Vincent Sheppard products in the United States.

Dealers must adhere to MAP requirements when advertising via any traditional media, in all online advertising, online comparison price shopping, and landing pages.

  • MAP is determined by Design Holdings LLC / Vincent Sheppard USA.
  • Vincent Sheppard branded items will not be advertised below current MAP in any manner in all media including, but not limited to: print or electronic advertising (social media, flyers, posters, coupons, mailers, inserts, newspapers, catalogs, emails, internet, radio, television or public signage).
  • Vincent Sheppard USA does not restrict selling above MAP price.
  • Vincent Sheppard USA may, from time to time, offer sale periods during which retailers will be allowed to sell Vincent Sheppard branded products at a predetermined discount.
  • Vincent Sheppard USA should be excluded from the following, but not limited to: site-wide coupons or sales, special offers or rebates, phrases such as "add to cart to see price." No strike through or other alteration of MAP is allowed.
  • Pricing at no less than MAP must be displayed on any website if any pricing is displayed.
  • MAP applies to advertised prices only and does not limit the price at which a retailer sells Vincent Sheppard within their physical location or over the telephone.
  • Design Holdings LLC / Vincent Sheppard USA will monitor all online advertising and any other advertising that becomes known. If any reseller is found to be advertising below MAP, or found to be in violation of any of these policies, they will be given 24 hours to become compliant. Failure to comply will result in the following actions: a) warning, b) order hold, or c) account termination.
  • For dealers maintaining stock at their physical location(s) and violating MAP, Vincent Sheppard USA maintains the right to buy back any and all items at the original invoice cost.

Bulk Sale Restrictions

If a Customer/Dealer/Contract Specifier decides to resell product to a third party said Customer/Dealer/Contract Specifier is responsible for any warranty or service issues, as well as is still bound to this agreement. The third party is not under agreement with Design Holdings LLC / Vincent Sheppard USA, it is the Customer/Dealer/Contract Specifier that is doing business with Design Holdings LLC / Vincent Sheppard USA.

License and Ownership of Marks, Intellectual Property, and Product Advertising

All Design Holdings LLC / Vincent Sheppard USA products advertised may include the Vincent Sheppard name in the product description. Product advertising may include proprietary names (e.g., ArtFibreTM, etc.) and the Vincent Sheppard logo in product descriptions. Dealers may use their own images of Vincent Sheppard products that they have taken themselves OR use images offered in our Partner Assets Folder. Vincent Sheppard logos and logos of proprietary products will be provided in our Partner Assets Folder. The Dealer’s permission to use the Vincent Sheppard brand, trade names, logos, images, and any intellectual property is subject to the Dealer’s strict compliance with this Agreement including, but not limited to, the MAP requirements.

Governing Law, Venue, and Dispute Resolution

Any controversies or disputes arising out of or relating to this Agreement are governed by and shall be construed in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the State of Minnesota, without regard to principles of conflicts of laws.

If any dispute arises about any matter, the dispute shall be submitted to the American Arbitration Association for adjudication before a single arbitrator. The decision of the arbitrator shall be binding on both parties. Design Holdings LLC / Vincent Sheppard USA and Customer/Dealer/Contract Specifier agree that the venue for all arbitration hearings shall be Hennepin County, Minnesota.

To the extent that any claim or dispute proceeds in court rather than in arbitration, Customer/Dealer/Contract Specifier hereby submits to the jurisdiction of the federal and state courts located in Hennepin County, Minnesota, and waives all objections to venue or inconvenient forum, and any right to assert lack of personal jurisdiction. This section shall survive any termination of this Agreement.

Limitation of Liability

Under no circumstances shall Design Holdings LLC / Vincent Sheppard USA, or their respective affiliates, officers, directors, shareholders, agents, representatives, employees and assigns, be liable to Customer/Dealer/Contract Specifier for any lost profits or any indirect or consequential damages, including, but not limited to, incidental, special, or punitive damages whatsoever, whether or not such damages were reasonably foreseeable or whether or not a party has been advised of the possibility thereof. Without limitation to the foregoing, in no event shall Design Holdings LLC / Vincent Sheppard USA be liable to the Customer/Dealer/Contract Specifier for punitive damages.

Force Majeure

Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of the Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without negligence of the party whose performance has been delayed. Such events, occurrences, or causes will include, without limitation, acts of God, pandemics, strikes, lockouts, riots, acts of war, failures of the Internet or technology systems over which a party hereto has no control, earthquakes, fire and explosions, but the inability of a party to meet financial obligations is expressly excluded.

Notices

All written notices required hereunder shall be ineffective unless sent to the following addresses by Federal Express with signature receipt and email: info@vincentsheppardusa.com
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Design Holdings LLC
Vincent Sheppard USA
275 Market Street, Suite 113
Minneapolis, MN 55405