FLOOR CITY OFFERS TO SELL PRODUCT(S) TO THE BUYER SET FORTH ON THE FLOOR CITY ISSUED INVOICE SENT TO THE BUYER. ONLY UPON THE FOLLOWING TERMS AND CONDITIONS (COLLECTIVELY, A “SALE AGREEMENT”). BY PLACING AN ORDER FOR A PRODUCT WITH FLOOR CITY, EXECUTING FLOOR CITY CREDIT APPLICATION, SENDING OR MAKING PAYMENT, OR TAKING DELIVERY OF THE PRODUCT, BUYER AGREES TO THE TERMS AND CONDITIONS OF THE SALE AGREEMENT AND ACKNOWLEDGES THAT THE PERSON PLACING THE ORDER HAS THE AUTHORITY TO ENTER INTO THE SALE AGREEMENT ON BUYER’S BEHALF.

1. RELATIONSHIP OF PARTIES

“Buyer” shall mean the individual or entity so identified on the Floor City Invoice. “Floor City” shall mean Floor City, Inc. a DBA of West Coast Commercial Floors, Inc., except when some other affiliate or subsidiary of Floor City is otherwise expressly identified on the Invoice. “Product(s)” shall mean such variation of product sold to Buyer, pursuant to this Sale Agreement.

Floor City and Buyer are independent entities where Buyer is purchasing Product from Floor City for its use or for resale when so permitted. If Buyer is otherwise authorized by Floor City to sell and distribute a Product, Floor City hereby grants Buyer a nonexclusive, nontransferable, nonassignable and limited right to distribute market. Buyer acknowledges that it has no authority to bind or contract in the name or for the account of Floor City, to create any liability against Floor City or to exert any direction or control over Floor City personnel.

2. SHIPPING POLICY

SIGNING FOR DELIVERY

Whoever signs off on materials being delivered is responsible for counting the number of boxes, rolls, pallets, and pieces received. If any materials are deemed damaged or missing, that must be noted at the time of delivery or all claims will be denied.

SALES TAX

In accordance with federal and state sales tax laws, we have proactively registered to collect and distribute taxes to the corresponding cities, counties and municipalities where we have been deemed to have a physical or economic nexus. If you want to know about sales tax applicable to Internet purchases, see TaxJar's article on South Dakota vs. Wayfair. Tax Exempt Customers (Resell Contractors, Church's, Schools, Non-Profit, etc.) If your business or organization is tax exempt. We will just need to verify exemption prior to removing taxes from your order. Please contact customer service if tax has been charged on a recent order or you would like to have your account setup as a tax exempt status. You will need a copy of your Contractor Resale Certificate or proof of Tax Exemption rights. We do require an actual copy of your exemption status to wave sales tax. Ask our accounting department for more information.

GOVERNMENT ORDERS

Sales tax does not apply to purchases made by the United States Government. In order to document that a sale has been made to the U.S. Government, we need to obtain a copy of one of the following: Federal tax ID certificate, Certificate of exempt status, Government Voucher, Check from the U.S. Government.

DIRECT SHIPMENTS

Before we place your order, we will estimate shipping cost and delivery arrival dates for you based on the availability of your items and the method of delivery. Please also note that the shipping rates for many items we sell are weight-based. To reflect the policies of the shipping companies we use, all weights will be rounded up to the next full pound. Freight quotes quoted online are not 100% accurate. The system only bases the price off the weight and not the distance traveling. Online shipping quotes are estimated costs and do not include residential delivery fees, lift-gate service, inside delivery or scheduled deliveries. Floor City will ship to any physical address in the United States for the majority of our products. Some specialty materials must be picked up from one of our local distribution partners. See our pickup locations for a warehouse near you.

DAMAGED SHIPMENTS

Upon delivery the consignee is responsible for inspecting the items ordered for damage / shortage + signing the POD (Proof of Delivery). A signed POD symbolizes a complete / usable shipment received unless otherwise noted as damaged / shorted etc. All damage / shortage claims that aren't clearly noted on the POD at the time of delivery will be denied credit / replacement.

EXCLUSIONS

Alaska and Hawaii may require a custom quote for direct shipments. We do have pickup locations in these states for select items; so please give us a call or send us a message if you would like to confirm availability. Any estimates provided by the website may require additional freight or handling prior to materials being shipped.

USING YOUR OWN CARRIER OR PICK-UP

Before your order is fulfilled it is inspected by the warehouse and no damaged materials leave the facility without notation or they are deemed in excellent condition. In some instances you may have a single box or roll with slight noticeable damage. If there is documentation of this damage we can issue a credit from the manufacturer. If there is not proof of damage prior to leaving the warehouse we will not take responsibility for carrier damage when you have arranged your freight carrier, small package pickup like UPS / FedEx or your own vehicle.

FREIGHT FORWARDING

If we ship materials from our warehouse to a freight forwarder, any damage has to be documented and photo proof must be provided for a claim to be processed. If your freight forwarder damages materials, they are at fault. We do not take any responsibility once the carrier you've chosen has taken possession of the materials in good standing. Replacement of material will require additional payment. Most shipping companies offer insurance so we recommend insuring your shipment to assure a speedy process for replacing materials. If damage occurs we can only instruct you how to file a claim but we are not liable for seeing the claim is submitted or approved by the freight forwarder.

LOCAL PICK-UP

If an item is in stock there is often no charge to pickup the material from one of our many partnered warehouses. Free shipping is also available at most warehouses for stock transfers and special orders sent from the mill directly to one of our distribution warehouses for customer will-call. Some items may require additional transfer or handling fees to be transferred from one warehouse to another.

PRICING BASED ON ORIGIN AND QUANTITY

Pricing is based on shipping or pickup from the origin of the product which varies based on material and regional location. In some rare instances, the local price you will pay is significantly more than the list price online. You will not be charged additional amounts without prior written or verbal permission. Price is subject to change without notice. Quotes by email are good for 30 days unless noted on the estimate.

SPECIAL ORDER ITEMS

Items that are shipped directly from the manufacturer are non refundable and cannot be returned. If manufacturer defects exist any claims for material must be made directly with the manufacturer. You should expect to receive your refund within two weeks of giving your package to the return shipper, however, in many cases you will receive a refund more quickly if processed online. This time period includes the transit time for us to receive your return from the shipper (5 to 10 business days), the time it takes us to process your return once we receive it (3-5 business days), and the time it takes your bank to process our refund request (5-10 business days).

WARRANTY

All warranties on new materials have the original manufacturer warranty. No additional warranty or terms will be covered by FloorCity.com, we are not responsible for manufacturer defects

3. ORDER AND DELIVERY OF A PRODUCT

Buyer shall bear all risk and expense for delivery of Product, including without limitation, shipping, loading, unloading, storage, freight, Timeline, and insurance. A Product may be shipped to Buyer in whole or in part, facilitated by Floor City, with all liability to the buyer. Title to a Product shall pass to Buyer when delivered to the carrier, even if the Product is shipped freight prepaid, or Title to a product shall pass to Buyer when Picked up at a Terminal. Among other things, a signed delivery receipt or bill of lading will constitute proof of delivery. The choice of carrier is made solely by Floor City, which makes no representation as to the acceptability of a particular carrier. Floor City does not guarantee shipment or delivery by a certain date or time, although Floor City will strive to deliver a Product by the date that it may communicate to the Buyer. Floor City shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Floor City or otherwise. Floor City reserves the right to backorder any Product and to ship from backorder in such order as Floor City determines. Customer, at the time of creating the delivery order, must specify an inside delivery, lift gate, any additional services from the driver and must pay at time of order. If the customer does not pay at the time of order processing and requests these additional services from the driver, The customer is required to pay charges incurred from services rendered.

4. CANCELED ORDERS AND RETURNS POLICY

In order to qualify for a return you must have written authorization via email from a FloorCity representative. If materials are returned without proper authorization all refunds will be denied. The following product types can’t be returned under any circumstances: Sheet Vinyl, Wall Base, Accessories, Transitions, Adhesive. Other materials such as VCT, LVT, and Carpet Tile can be returned if written approval is given by a FloorCity Representative. Note: Returns are handled case by case and can be denied if the supplier refuses to accept the return. If the supplier approves the return your order will be subject to a 35% restocking fee + outbound and return shipping if applicable. Once returned the supplier will issue a credit for all products that are deemed re-sellable. This process can take up to 30 days, or longer. Once finished the customer will receive the appropriate credit minus all fees for the return.

Orders for stocking Product(s) may be canceled prior to shipment provided that Floor City receives a 72-hour notice from Buyer and Floor City approves the cancellation, assigning a cancellation number. Special orders, discontinued products, backorders, orders for nonstandard products, and orders where the Product is cut, altered, or prepared at the request of Buyer may NOT be canceled or returned at any time unless expressly agreed to in writing by Floor City. Returns for standard Products can only be made if approved by Floor City Vendor / Distributor and documented by Floor City through the issuance of a Return Goods Authorization. No Product shall be accepted for return until the Buyer obtains a Return Goods Authorization number from Floor City. All refused or canceled orders, as well as all other Floor City, authorized accommodation returns, are subject to Floor City’s applicable restocking fee plus freight charges for delivery and return.

Title in a returned Product will pass when Floor City Distributors /Vendors take possession of the Product(s) and verify with an approved Return Goods Authorization. If an order is canceled in coordination with the cancellation policy, Floor City will credit your account or send a refund by check. Each transaction is subject to a 3% processing fee if the order is not canceled within 24 hours. Special orders cannot be canceled or returned without prior authorization. SHIPMENTS: If materials are damaged upon delivery. The damage must be documented (within 24 hours) with photo proof or a signature from the carrier confirming the damaged goods. Claims will be denied without documentation within the specified duration. Damage claims may be denied if the damages are not "noted" on the Proof of Delivery. Floor City understands that you may not be present at the delivery. That still does not remove the liability of signing without notating there was visible damage. Once possession leaves the freight carrier, Floor City has no way of validating the damage claims from a 3rd party. PICKUPS: If materials are being picked up. Once they leave the warehouse they are deemed in usable condition. Damage claims are waived once the material leaves the warehouse. It is normal that some materials can have breakage during the supply chain. Floor City recommends an additional of 5-10% of waste. All Returns / Exchanges / Claims must be approved prior to any return or exchange. Refusals upon delivery still require a return authorization and pre-written consent because materials have to be returned to a 3rd party warehouse.

All Returns subject to a 35% restocking fee and return freight if applicable. WRITTEN RETURN AUTHORIZATION FORM REQUIRED or your claim will be denied. Returns without RA # could be ineligible for a refund. The warehouse needs proper documentation or Floor City would have no way to prove the materials were returned. Therefore would not be eligible for a refund. Discontinued items can not be canceled or returned. All sales final if shipped or picked up out of warehouse on dropped products. No refunds or credits will be eligible if specified that the materials were discontinued. All boxed items must have 5 cartons (of same dye-lot) to be returnable and is still not necessarily returnable. That requires written authorization and approval from our suppliers. All exchanges will require permission and prior approval prior to exchanging at a local warehouse. An exchange is not eligible if the material is already opened or damaged. Items are only returnable if there is existing material in the same lot or serial number. No cut sheet goods or rolls of material can be returned under any circumstances. All accessory products/adhesives cannot be returned under any circumstances. Special order items can not be canceled or returned. You must request an RA # prior to the return to be eligible for a credit. Return Policy for Shaw, COREtec, Anderson Tuftex: The minimum order to qualify for a return is 250 square feet for Shaw Floors brands.

5. REFUND POLICY

REFUND PROCESSING

Refunds will be returned to your credit card or back to the method of payment. Checks will be refunded by check. Credit cards or 3rd-Party Payment processors will be refunded back to your account. If you haven’t received a refund yet, first check your bank/online payment account. Then contact us or your credit card company. It may take 3-5 business days for the refund to post. If you have not received a refund within the allotted time, please contact us at info@floorcity.com.

SHIPPING / REORDERING

If materials are lost during transit, damaged or defective, refunds or replacements of materials can take up to 90 days. In the event materials are lost by the carrier, we will file a claim. We can reorder more materials to replace lost goods, but that will require an additional payment to cover additional costs. Once the funds have been received from claims, a refund check will be issued. This process can take up to 90 days. If a customer wishes not to reorder materials, they will still be given a refund if no materials are found within 14 days. Special considerations may be made depending on product availability and total quantity.

SHIPPING DAMAGE

If materials are damaged by the common carrier, such as UPS/FedEx or other carriers, we can not ship out more goods unless another order is placed. You are not required to order a replacement, but in order for us to reorder goods on your behalf, we first must have confirmation from the carrier that the package(s) were damaged prior to or at the time of delivery. In the event the material is damaged during the 1st delivery attempt. We reserve the right to refuse a re-shipment and may require that the material(s) be picked up from the nearest distribution warehouse. If the ability to pick up goods is not feasible, we will issue a refund on the original order. Refunds typically are credited within 10 days but can take up 30 days if proof of damage is not properly reported. If materials are delivered and received as damaged, we can issue a credit for damaged goods, replace damaged material, or return all damaged / defective products. If damage is not reported at the time of delivery and properly documented, the claim will be denied. If another person is receiving materials for you, we ask that you inform them to inspect the packaging and take photos if any kind of damage appears to exist. As agreed, we can only issue a claim with the shipping carrier if there is proof that damage occurred during the shipment. Special order items cannot be canceled or returned. No refunds will be provided if a special order is no longer needed. Any item that is cut, like sheet vinyl, linoleum rolls, or carpet tile, can not be returned under any circumstance.

RELEASE OF LIABILITY FOR INSTALLATION

We are not liable for improper installation methods. No refunds will be provided for improper installation. If installed correctly and there are still issues with the floor not caused by the installer, we will coordinate with the manufacturer to have a claim submitted for the replacement of the floor. In this event, it is your responsibility to hire a local inspector. We do not provide replacement products or cover the re-installation of a product without approval from the manufacturer. In the event of a manufacturer defect or faulty material we will require an inspection to occur unless photo, video or other documentation is provided to prove that the material is deemed defective. In some areas a representative of the manufacturer will go on-site to review or a distributor may be able to determine the quality of the product upon a return. Once the inspection has been completed, please email to info@floorcity.com. Once the claim has been reviewed it will either get accepted full, partial or none. If denied an explanation is usually provided that will look at both the likelihood that installation procedures were not followed such as improper acclimations, incorrect floor prepping or a poor sub-floor. Floor City does not assume any liability for financial, physical, or emotional damages caused by issues with the floor covering installation. We act as a 3rd party sub-distributor of materials and the quality of the goods sold are approved by both the manufacturer and distributor. As a flooring dealer we do our best to make sure that we always put the customer first; however we can not take responsibility for the quality of materials or installation. The products we sell are premium; thus we have very few claims and usually find a resolution that will benefit all parties involved. Call or email us today if you have a potential claim to discuss.

SAMPLES

No returns or refunds on samples. If a sample is paid for but unavailable or not delivery, a full refund will be provided for only the samples that pertain. In the rarity that samples come damaged beyond recognition, we can send out new samples for free. Limit 1-sample per person, per item unless otherwise authorized by a salesperson. Free samples that still require a payment for shipping, are eligible for a refund if samples do not deliver in a timely manner, within 21 business days.

6. PRODUCT VARIANCE & COMPLIANCE

Each Product shall be deemed to be without defect and in conformity with its specifications and the terms of the Sales Agreement even though reasonable variances may exist. Buyer acknowledges that it is an accepted standard in the industry that for a Product and among Products (i) color variations exist between dye lots, stains, pieces of wood, etc.; (ii) natural characteristics exist (i.e., wood Products may have mineral streaks, knots or grain variations); (iii) cut and measurement variances occur (i.e., a Product’s actual sizing may vary by as much as ten (5%) from measurements stated on a final order description); and (iv) shrinkage, separation, expansion and warping occur, even when the Product is properly installed (i.e., a wood Product may expand or contract due to seasonal and temperature changes, thereby creating separation between boards). As a result, Floor City cannot and does not guarantee that a Product or Products, whether in whole or in part, will exactly match in specification, color, character, form, cut, fit or otherwise, and Buyer acknowledges that reasonable variance, including (without limitation) those stated herein, are permissible. Additionally, Floor City shall have no liability if a Product does not conform to any applicable state, county or local ordinance, as the conformity of a Product to each state; county and local ordinance is the sole responsibility of the Buyer. 

7. PRICE AND PAYMENT

Floor City generally makes its price for a Product known through its price lists and sales quotes, although prices are subject to change without notice. Floor City makes no guarantee that a previously quoted price is available at the time an order is placed. Each request for Product will be filled at the prices set forth on the Invoice, or, if no price appears, at Floor City’s then current list price for the Product at the time such Product is shipped. Invoices shall be due and payable in full, by Buyer and in accordance with the terms set forth on the Floor City Invoice. Payment shall be made only by the method authorized by Floor City, which includes U.S. cash currency, and when due. Should Buyer be permitted to make payment by using ACH, Buyer authorizes Floor City to debit the account(s) specified by Buyer and to continue to do so for other payments until such time as Floor City receives written instruction from Buyer to no longer do so. Buyer acknowledges that payments may not be canceled, once they are sent or made. Buyer certifies that all account information provided to Floor City for payment shall be current, accurate and complete. All returned checks are subject to $100 NSF Fee to be paid by the buyer. Floor City may withhold shipment of orders if payment is not received at the invoice “remit to” address in accordance with the terms of each Invoice. If any monies are or become due to Buyer from Floor City or any entity owning, owned by or under common ownership as Floor City, then Floor City may be offset and/or reduce any such amounts owed by the amount of money that Buyer owes Floor City for any reason. If the Buyer elects to receive invoices through electronic means, then the Buyer will be responsible for providing and updating an email address for receipt of invoices. If the Buyer agrees to the electronic receipt of invoices, the same terms and conditions will apply.

8. TAXES

Buyer assumes exclusive liability for any and all taxes, tariffs, fees, duties, withholdings or like charges, whether domestic or foreign, now imposed or hereafter becoming effective (“Taxes”) related to the Product and its purchases from Floor City (other than those based on the net income of Floor City), including without limitation, federal, provincial, state and local taxes, value-added taxes, goods and services taxes, stamp, documentary, excise or property taxes, duties and other governmental charges. If Buyer has a state exemption certificate, or Federal exemption, Buyer must provide exemption certificate / Letter so that Floor City can review, approve and provide exemption rights. 

9. LIMITED WARRANTY

Provided that a Product is not altered or damaged by someone other than Floor City, and for up to one year from the date that Floor City ships the Product to Buyer, The Product manufacturer hereby warrants that such Product (other than Promotional or Irregular Goods, as described below) shall (i) conform to Manufacturers published specifications and generally released consumer/end user limited warranty coverage terms, subject to reasonable variations, manufacturing tolerances, the occurrence of non-material or minor separations and appearance deviations, and (ii) for authorized resellers shall be merchantable for ordinary purposes for which such Product is intended to be used. Notwithstanding the foregoing, once a Product has been installed, such Product is deemed accepted by the Buyer, and no warranty shall apply for color, characteristics, cut, fit or appearance-related claims. As Buyer’s sole and exclusive remedy for a breach of the above warranty and at the manufacturer's sole discretion, The manufacturer will either replace or repair a Product that does not conform to an applicable manufacturer warranty; provided, however, that the manufacturer shall not be responsible to replace or repair a Product which has been damaged or altered by Buyer or its customers. With respect to a Product sold as “Promotional” or “Irregular” Goods by Floor City, including, without limitation, drops, discontinued items, seconds or the like, such Product is sold to Buyer “AS IS/WHERE IS” without any warranty of any kind except as otherwise expressly agreed to or published by The manufacturer. Except as set forth above and to the maximum extent permitted by law, Floor City makes no other warranties for a product or under this agreement and hereby disclaims all other warranties, express or implied, including the warranty of fitness for a particular purpose or use. For consumers and installers who as Buyers believe that a warranted Product is defective, such persons should return the Product to the dealer or installer from whom they purchased the Product for inspection and consideration as to warranty coverage (including possible replacement). All Buyers must inform Floor City, by providing within the applicable warranty or statutory period, complete and specific itemized detail of all claims in warranty or at law that such Buyer may have for such warranty or statutory remedy to be applicable.

10. INDEMNITY. LIABILITY. LIMITATION.

Buyer hereby agrees to indemnify, reimburse in full, defend and hold harmless Floor City, its parent, subsidiaries, affiliates, officers, directors, personnel and agents from and against any and all liability, claims, suits, actions, losses, costs or expenses including without limitation) reasonable attorneys’ fees relating to or arising out of any claim or demand (a) for any Taxes or related penalties and interest, (b) due to Buyer’s breach of the Sale Agreement; © that Buyer’s customers or a third party may make against Floor City based upon or arising from damage due to the acts and/or omissions of Buyer or due to the installation of a Product; (d) related to the failure of any payment sent or made by Buyer to be honored or to satisfy the requirement of this Agreement;(e) for infringement or misappropriation of a third party’s intellectual property rights based upon Floor City’s incorporation of any designs, formulas or specifications in a Product where such designs, formulas or specifications have been specifically ordered or requested by Buyer. To the maximum extent allowable under applicable law and excluding those liabilities that by law Floor City cannot limit or disclaim, (i) Floor City’s aggregate liability arising from or relating to this Sale Agreement or a Product, regardless of the cause of action asserted, is limited to the amount paid by Buyer to Floor City for the applicable Product and (ii) Floor City shall not be liable for any special, incidental, consequential, indirect, or punitive damages, including without limitation, lost revenues, loss of use of the Product, loss resulting from improper storage, processing, adding/cushion, delay in delivery or shipment or errors in shipment or labeling, loss of data, or the cost of any substitute Product or related equipment, even if Floor City has been advised of the possibility of such damages. 

11. TRADEMARKS

For each Buyer who has otherwise been authorized by FloorCity.com to resell or distribute Floor City products, Floor City hereby grants to such Buyer a nonexclusive, nonassignable assignable, royalty-free license to use the now and hereafter existing trademarks, trade names, copyrighted materials, logos, slogans, designs and distinctive advertising marks of Floor City applicable to the Product (collectively, the “Marks”) solely in connection with the advertisement, promotion, sale and distribution of a Product by Buyer and in accordance with all guidelines and instructions from Floor City regarding such use. Buyer shall not use the Marks in any manner likely to confuse, mislead or deceive the public, or to be injurious or inimical to the best interests of Floor City. Floor City shall retain sole ownership of all goodwill associated with the Marks and each Product, as represented and symbolized by the Marks.

12. EXPORT RESTRICTIONS

Buyer shall not export or re-export a Product in violation of any applicable laws or regulations of the United States or the country in which Buyer obtained them.

13. CANCELLATION

Floor City may cancel or terminate a Sale Agreement in whole or in part at any time by giving oral or written notice of such to Buyer. Cancellation or termination by Floor City shall not constitute a waiver or release of any other rights and remedies of Floor City in contract or provided by law or at equity.

14. ENTIRE AGREEMENT; MODIFICATIONS

Each Sale Agreement constitutes the entire agreement between Floor City and Buyer with respect to the subject matter thereof and supersedes all prior oral or written agreements. The Sale Agreement may not be amended or modified, except by a further written agreement signed by an authorized representative of Floor City. Floor City reserves the right to make reasonable changes to a Sale Agreement, including changes as to packaging, testing, specifications, designs and delivery schedules. The terms and conditions of any purchase order or other instrument issued by Buyer or its agent in connection with this Sale Agreement or a Product that is in addition to or inconsistent with the terms and conditions of this Agreement are null and void and shall not be binding on Floor City.

15. GOVERNING LAW

Each Sale Agreement shall be governed and construed in accordance with the laws of the State of Washington, Clark County, without reference to any conflicts of law principles. Any litigation instituted by Buyer against Floor City that pertains in any manner to this Agreement must be instituted in the Court of Clark County, Washington or the United States District Court, Southern District of The State of Washington. Any such litigation instituted against Buyer by Floor City may, at Floor City’s option, be instituted in the courts above identified for the State of Washington.The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Sale Agreement. If any term, provision or condition of a Sale Agreement is held invalid or unenforceable, the same shall not invalidate or otherwise affect any other provision thereof. Any reproduction of this Sale Agreement by any reliable means shall be deemed original. Notices provided from Buyer to Floor City shall be in writing; notices provided from Floor City to Buyer may be given verbally or in writing. The parties have required that this Sale Agreement and all related documents be drawn up in the English Language. 

16. ATTORNEY’S FEES

In the event legal action is undertaken by Floor City to collect any amounts due to Floor City by Buyer hereunder and if Floor City prevails in such action, then Buyer shall reimburse Floor City for its attorney fees and costs incurred in conjunction with such action, which amount shall not exceed the maximum amount allowed by law of the forum in which such action is brought.

17. ASSIGNMENT

Buyer shall not assign, transfer or sublicense this Sale Agreement, or any rights or obligations herein, without the prior written consent of Floor City. Any assignment or attempt to assign this Sale Agreement, in whole or in part, by operation of law or otherwise, without Floor City's prior written consent shall be null and void. Floor City shall have the right to assign, transfer or sublicense all or any part of this Sale Agreement to another at any time and without the consent of Buyer.

18. CONFIDENTIAL INFORMATION

Buyer agrees to receive and hold Confidential Information of Floor City in trust and in the strictest confidence and shall not use, reproduce, distribute, disclose or otherwise disseminate any Confidential Information except as necessary to perform its obligations hereunder. Disclosures of the Confidential Information may be made only to Buyer’s employees and agents who have a specific need to know and are subject to confidentiality restrictions at least as restrictive as those contained herein. “Confidential Information” means confidential information relating to the business, products and services of Floor City, which is or has been disclosed to Buyer, and which has value to Floor City and is not generally known to Floor City's competitors, including (without limitation), information regarding product specifications and product plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel, R&D activities and know-how.

19. ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

20. GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by Floor City. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms

21. BLOGS AND OTHER MEDIA

This site may contain certain historical information provided as informative yet not timeless by nature. It is not necessarily kept current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. This includes videos, photos, graphics, written content, and audio recordings.

22. PRICING

Floor City prices are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any 3rd-party for any modification, price change, suspension or discontinuance of the Service.

23. PRODUCT AVAILABILITY

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right but are not obligated to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. [DEPOSITS] For items purchased that have more than a two-week lead time before the materials will be available for pickup or ship, the sale is considered a deposit until the items have shipped. If at any time the customer decides to cancel on a contracted order where a deposit has been made, We will refund you in full.

24. ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

25. OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

26. THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

27. USER COMMENTS / FEEDBACK

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

28. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or on any related website has been modified or updated.

29. PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

30. DISCLAIMER OF WARRANTIES/LIMITED LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Floor City, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

31. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Floor City and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

32. SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

33. TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

34. ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

35. GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Floor City, 440 NE 5th Ave Box 1046 Camas, WA 98607.

36. CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time on this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

37. CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at info@floorcity.com or call (888) 868-5002.

Effective as of 11/18/2022