King Living
Trade Clients (“KINGTrade”) Terms and Conditions of Sale (U.S.A.)

v. 20240319

 

1 INTRODUCTION

1.1 King Living U.S.A., Inc. (King Living, we, us, and similar expressions) operates a Trade & Commercial business division which caters to the needs of designers, architects, developers, specifiers and other approved trade customers who have been approved by King Living to open a Trade and Commercial Account, and to purchase Products subject to these Trade Client Terms and Conditions of Sale (such persons being Trade Clients). Detailed requirements for being a Trade Client can be supplied to you upon request. Contact: tradeus@kingliving.com
1.2 King Living may, in its discretion, offer certain discounts to Trade Clients (Trade Client Discount) who purchase goods from King Living for such Trade Clients’ residential and commercial projects in the U.S. Your receipt of a Trade Client discount is at the discretion of King Living, and your purchase of goods to which the Trade Client Discount is applied is subject to these Trade Client Terms and Conditions of Sale (these Terms).
1.3 At any time, we may as a condition of providing to you the Trade Client Discount require you to provide us a Discount Application Form and any other evidence as we specify that you are qualified to be a Trade Client. You agree to provide us with such evidence prior to and as a condition to receiving the Trade Client Discount. King Living may refuse to provide you the Trade Client Discount at its sole discretion based on our review of such evidence.
1.4 As a valued Trade Client, you understand and agree that these Terms and the Trade Client Discount shall apply solely to products which you purchase directly from King Living (Products) in your capacity as a Trade Client. Please feel free to speak with any one of our showroom consultants if you have any further questions.
1.5 These Terms govern the agreement between King Living and you as a Trade Client to the exclusion of any other terms that you or any End Customer (as later defined) seek to impose or incorporate. To the extent permitted by law, these Terms also exclude any terms, including without limitation any warranties, which are implied by law, trade custom, practice or course of dealing.

 

2 ROLE OF TRADE CLIENT

2.1 In providing to you the Trade Client Discount, you represent and warrant to King Living that:
     (a) you shall act as the primary contracting entity in all dealings with King Furniture with respect to Products sold under these Terms;
     (b) if you purchase Products from King Living for resale or provision to your own client (End Customer), such End Customer is and shall not be a customer of King Living with respect to such Product purchased you under these Terms; and
     (c) if you purchase any Product from King Living for an End Customer, you, in purchasing Products from King Living, are not acting as an agent of such End Customer.
2.2 You shall be responsible for all aspects of any order placed by you with King Living for the purchase of Products including (but not limited to):
     (a) all communications with King Living as part of the purchase of the Products process, including without limitation all notices and other actions as required under law relating to product warranties or consumer rights or protection;
     (b) choice of design and any cover/color option;
     (c) size of furniture and ensuring that such furniture will fit in any intended space and be fit for any intended purpose;
     (d) arranging for King Living to receive payment for the purchase of Products; and
     (e) arranging delivery and/or installation (if applicable) of the Product to you or, at your request, to your End Customer.
2.3 King Living will not provide any quotation, price, invoice or other information regarding the purchase of a Product to an End Customer (subject to clause 2.6). You agree that King Living will liaise exclusively with you in relation to the purchase of Products and will refer any inquiries from such End Customer to you.
2.4 To the fullest extent permitted by law, from the time you first make contact with us in relation to a purchase of Products until at least three (3) months following the delivery of Products, you agree to:
     (a) use best efforts to ensure that no contact is made to King Living directly by your End Customer or any other third party in relation to the order for Products, delivery, payment of the purchase price for the Products, or any other customer service issue, including any claim under any warranty offered by King Living or any consumer guarantee under applicable Law; and
     (b) be solely and exclusively be responsible (as between you and your End Customer or any third party) for communicating with King Living in relation to the order for Products, delivery, payment of the purchase price for the Products, or any other customer service issue, including any claim under a warranty offered by King Living or a consumer right or guarantee under applicable law.
2.5 If you select and place an order for the purchase of Products for any End Customer, and you:
     (a) request for King Living to receive and accept payment (at a price which includes the Trade Client’s discount) directly from the End Customer for the Products; or
     (b) request for King Living to deal directly with the End Customer for any warranty claims on those Products,
then King Living may require your written authorization in a form acceptable to King Living before it complies with any such request.
2.6 If King Living accedes to your request under clause 2.5:
     (a) you agree that such End Customer will be acting as your agent, and you (exclusive of such End Customer) will remain as King Living’s customer;
     (b) you must provide to such End Customer of these Terms, the pricing, the trade discount and Product selections (and you accept that King Living may share those details with the End Customer);
     (c) the Trade Client is, and remains, solely responsible at all times with respect to the Product selection, including all components of the Products, and compliance with these Terms;
     (d) King Living will communicate solely with you, to the exclusion of End Customer. You are solely responsible for all communications with respect to any dispute between King Living and such End Customer relating to these Terms, the Product, or End Customer’s status as your, and not King Living’s customer.
2.7 In performing your obligations under these Terms, you represent and warrant that you shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
2.8 The Products are intended for use only in the state in which they are delivered. King Living does not warrant that the Products will comply with the laws, regulations or standards outside of that state. In the event that you transport or delivery any Products outside of such state, you are solely responsible for compliance with laws, regulations or standards and you agree to indemnify, defend and hold harmless King Living and its directors, employees, agents and affiliates from all claims, loss, liability, including any special, indirect or consequential loss or damage of any nature whatsoever caused to King Living arising in connection with such transport or delivery.

 

3 QUOTATION

3.1 A quotation provided by us will be valid for thirty (30) days from the date of quotation or such other period stated therein, whichever is earlier. Unless otherwise stated in writing, the quotation price will be for supply in the U.S. state as specified in such quotation and in U.S. Dollars (USD) based on Ex Works to King Living’s depot in the applicable King Living metropolitan area in the U.S.
3.2 The amount in any quotation excludes any costs or fees for delivery, installation, insurance in transit, packaging, crating, handling charges, agents’ charges and any other charges, which you are solely responsible for paying.
3.3 Any alteration to the specifications of Product in a quotation is subject to revision of the quotation amount.
3.4 If you elect to have the Products delivered and installed by us, the delivery and installation costs will be quoted separately prior to delivery.
3.5 King Living reserves the right to accept or reject in its absolute discretion any order, or part of an order, which it may receive from you.

 

4 PLACING AN ORDER

4.1 King Living reserves the right to accept or reject in its absolute discretion any order, or part of an order, which it may receive from you.
4.2 By submitting a deposit or full payment relating to your purchase of any Product, the order becomes immediately binding on you and you agree to abide by these Terms.
4.3 When placing an order and paying either the full payment due or a deposit, you acknowledge and agree that you are fully satisfied that the Products meet your requirements and are suitable and sufficient for your intended purpose in all respects, and you relieve King Living of any responsibility, liability, or obligation to advise you with respect to such purpose.
4.4 EXCEPT FOR THOSE SET OUT EXPLCITLY IN THESE TERMS OR IN THE APPLICABLE PRODUCT WARRANTY, KING LIVING MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF COMPLIANCE WITH LAW OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED.

 

5 PRICING AND TRADE DISCOUNT

5.1 All prices quoted to you will be in U.S Dollars (USD) based on Ex Works King Living’s depot in the applicable USA capital city unless quoted with delivery according to your instructions.
5.2 Prices quoted as “Starting from” prices are based on the smallest dimensions and/or most basic model and finish available for purchase.
5.3 Trade Client Discounts do not apply to purchase of any clearance Products.
     (a) King Living may in its sole discretion, at any time without notice under any order:
         (i) change the price of Products;
         (ii) change the trade discount rate;
         (iii)discontinue your eligibility to receive a trade discount; or
         (iv) refuse to honor a trade discount until your actual purchase of a Product.
If we discover an error in the price or payment of any Products which you have ordered, we will inform you as soon as possible and give you the option of reconfirming your order at the correct price or cancelling your order. If we are unable to contact you, we will cancel your order and provide you with a full refund of any deposit or full payment amount.

 

6 TAXATION

6.1 Unless otherwise stated, if you do not provide documentation of your exemption under a Product sale from applicable sales tax, you will be charged such sales tax in addition to the price for Products, which will be listed separately on your invoice. You are responsible for payment of all taxes including sales tax, duties, excises, levies, and charges associated with sale of the Products to you.

 

7 PAYMENT

7.1 You mut make full and cleared payment for Products at the time of placing your order, except in the event of “made to order” Products, for which you must place a deposit amount that we specify. Production for such “made to order” Products will commence only upon the required deposit in cleared funds being received by King Living. Full and cleared payment of the final balance owing for “made to order” Products must be received by King Living at least one week before the estimated delivery date of the Products.
7.2 If a deposit is required:
     (a) we will notify you of the required deposit before we process the order;
     (b) the deposit will be a minimum of twenty-five percent (25%) of the value of the order (including applicable sales tax); and
     (c) we may require payment of a larger deposit if the value of the order is sufficiently large or otherwise at our discretion.
7.3 The full payment required comprises the price of the Products and all other charges payable by you pursuant to these Terms, less the deposit paid. Upon full payment, the deposit is applied to the price of the Products.
7.4 At the time that you place an order and pay the deposit for that order, we will issue you with a document called a ‘Customer Sales Order’ that specifies the details of your order, including applicable sales tax.
7.5 W You, and not the End Customer, are solely responsible to King Living for payment of the price of purchased Products and any other amounts due to King Living in full. If your End Customer makes a direct payment to King Living, you acknowledge and agree that such payment is made on your behalf, with such End Customer acting with your authority and as your agent.
7.6 If you elect to have the Products delivered and installed by us, the delivery and installation costs must be paid in full prior to delivery.
7.7 You are solely responsible and liable for any costs incurred in making payment for the Products, including without limitation any bank transfer fees, wire fees, or other payment-related charges.

 

8 RISK AND TITLE

8.1 All risk in Products passes to you upon delivery to you or your pick-up as specified below.
     (a)If we deliver the Products, delivery occurs immediately after the Products are unloaded at the delivery address; and
     (b) if you request to pick up the Products from a King Living warehouse or showroom, delivery occurs just prior to the Products being loaded onto transportation at the King Living warehouse, or once the Products are collected by you in the showroom, as applicable.
8.2 For showroom collections, our retail team cannot assist in loading the Products.
8.3 For warehouse collections, you are solely responsible (and therefore you accept the entire risk) for moving the Products from the warehouse pick-up point and loading into your vehicle. You are responsible for arranging for pick-up, loading, and receipt of picked-up Products. Our personnel are not authorized to assist you in doing so, and King Living will not be liable for any loss or damage incurred, if they do so.
8.4 All title in the Products passes to you upon receipt by King Living of the full payment for the Products and all other charges payable by you pursuant to the Sales Order and these Terms.

 

9 STORAGE, AWAITING DELIVERY OR COLLECTION

9.1 You may at your preference defer delivery at no extra cost for up to two weeks beyond the previously advised delivery date (Free Storage) provided that:
     (a) your order is ready in full in our warehouse; and
     (b) you must request the Free Storage option by notifying us at least 48 hours before the delivery date.
Your order will be stored by us until the next delivery date (which must be within two weeks). This deferral and Free Storage option is available once only with respect to any individual order and may not be provided in addition to Extended Storage as specified below.
9.2 As an alternative to Free Storage, you may request deferred delivery and pay for up to four weeks of additional storage in our warehouse (Extended Storage). You must request the Extended Storage option by notifying us at least 48 hours before the delivery date. A fee quotation will be provided to you (based upon total volume off storage space occupied by your order) so that you can decide whether to accept the Extended Storage Option. Your order will be stored by us at your cost, until the next delivery date (which must be within four weeks). This deferral and paid Extended Storage option is available once only with respect to any individual order and may not be provided in addition to Free Storage.
9.3 After either one of the storage options in clauses 9.1 or 9.2 is exhausted, delivery must be received. Delivery may be either via King Living’s Express Delivery or Deluxe Delivery as described in Shipping and Delivery Information. You may also elect Express Delivery with the option of deferred assembly. Contact the King Living Customer Service team at +1 833 546 4548 or help.kingliving.com to arrange for the Products to be assembled.

 

10 DELIVERY

10.1 If you arrange for King Living to deliver the Products to you or, if applicable, the End Customer, the following applies:
     (a) Any time quoted for delivery is an estimate only. The estimated delivery date will be arranged with you in advance; however, you may not defer the estimated delivery date without King Living’s prior written consent.
     (b) We reserve the right to make partial deliveries of any order. Each part delivered shall constitute a separate sale of Products and will be invoiced accordingly. A partial delivery of an order will not invalidate the balance of such order, and these Terms shall apply fully to all partial deliveries.
     (c) Delivery charges will depend on where your Product is being delivered and the volume of the order. You are liable for payment of all delivery charges, including any additional charges incurred as a result of difficulties with access (unless the failure to deliver on that date is due to King Living’s fault).
     (d) Products for delivery are quoted Ex Works.
     (e) You are responsible for ensuring that the correct delivery address details are provided to us.
     (f) You are responsible for ensuring there is adequate access and entry to the premises at the delivery address to allow the delivery of the Products. You may be required to sign an access check prior to delivery. It is your responsibility to ensure that all access points, including doorways, stairwells, and goods lifts are able to accommodate the size of the Products. You must notify us in advance if there will be difficulties accessing the delivery address (e.g. staircases and narrow passages). Delivery that involves multi-level staircases will be charged at an hourly rate per person required. Any additional costs in relation to access into the premises at the delivery address are your responsibility.
     (g) We do not arrange any special deliveries involving cranes or access via a balcony or council or other permits that might be required to complete delivery. You are responsible for arranging, organising and paying for these permits and services.
     (h) Products will only be delivered if a person aged 18 years or older who is able to accept delivery at the delivery address is present. Should:
         (i) an appropriate person not be available to accept delivery on the pre-arranged delivery date and time; or
         (ii) there be no space available to lay out the Products at the delivery address, or if it is otherwise not possible for the Products to be delivered into the premises and delivery cannot be made, the Products will be returned to our warehouse and you will be charged for transport and re--delivery costs.
     (i) We cannot deliver to PO boxes.
10.2 If you do not accept delivery within:
     (a) 2 weeks after the estimated delivery date for clearance Products; or
     (b) 3 weeks after the estimated delivery date for all other Products,

then immediately on expiry of the specified period above, King Living will:

     (c) If you have paid the full purchase price, require that you arrange for the Products to be delivered to a storage facility of your choosing and you are liable for all delivery and storage charges. King Living may assist you with arranging this; or
     (d) If you have not paid the full purchase price or if you do not attend to the matters in (c), rescind these Terms for sale of the Products by notice to you and treat your failure to accept delivery on the above terms as your cancellation of the original order. In these circumstances, you:
         (i) agree to forfeit the deposit paid or, if the Products are clearance stock items, the full price of the Products;
         (ii) will have no further claim to the Products; and
         (iii) King Living may (at its discretion) agree to sell the Products to you at a later date for the full purchase price without any discount or credit for the deposit or payment forfeited.

 

11 CONDITIONS FOR ORDERS WITHOUT A DELIVERY DATE

11.1 If you place an order for Products and King Living in its absolute discretion agrees not to set a delivery date for that order at the time of order placement, King Living does so subject to your strict compliance with the following conditions:
     (a) within six weeks of receipt by King Living of your deposit you must confirm your order and mutually agree on an estimated delivery date from the dates that are offered by King Living as possible delivery dates for your order; and
     (b) once the estimated delivery date is booked with King Living, you may not make any changes to your order. When an estimated delivery date is advised to you, clause 10 (Delivery) and clause 15 (Cancellation of Order) will apply to the delivery and cancellation of the order.
11.2 If you do not comply with the conditions in paragraph 11.1 (a) above or you choose to cancel your order in circumstances where no estimated delivery date is set pursuant to paragraph 11.1 (a), King Living will treat your failure to agree to an estimated delivery date as your cancellation of your original order. In such case, you:

     (a) agree to forfeit up to Five Hundred Dollars ($500) of any deposit paid by you to King Living in consideration for King Living’s administrative costs and expenses incurred in handling and cancelling the order;
     (b) agree to receive any balance of the deposit by refund to the method by which you made the initial deposit; and
     (c) will have no further claim to the ordered Products.

 

12 COLLECTION

12.1 You acknowledge that if you select the option to collect the items, on King Living’s receipt of your full payment, you are solely responsible for the collection of the items from the warehouse or showroom specified by King Living from the specified point of collection within the period stated on the invoice. You agree to present proof as reasonably requested by King Living staff in order to verify your identity and your purchase.

 

13 INSTALLATION

If you arrange for King Living to install your Products, installation charges will be based on the Products ordered and volume of the order. You are responsible for the installation site at the delivery address be clear and free from any obstruction. You must notify us prior to the delivery date if there will be any other personnel other than those provided by us involved in the installation.

 

14 INSPECTION

14.1 If you have arranged to collect the Products from King Living’s warehouse or showroom, you may inspect your Products no later than 48 hours before collection. If you exercise this option, you will be required to note any damage and/or non-conformity on the documentation which is provided to you upon inspection. To the fullest extent permitted by law, unless notified within the time specified above, you agree that the Products will be deemed to have been delivered and accepted in undamaged condition.
14.2 If King Living is delivering the Products to the delivery address, you or the End Customer are required to inspect the Products upon delivery. The entity taking delivery at the delivery address will be required to note any damage and/or non-conformity on the delivery documentation which is presented by the carrier for signature.
14.3 In all other cases, to make a claim you must notify King Living in writing of any damage to and/or nonconformity with the Products or shortages in delivery within 24 hours of delivery by King Living by:

    (a) telephone: +1 833 546 4548; or
    (b) email: help.kingliving.com
14.4 Your notification must include the order number, delivery date and details of the damage and/or non-conformity. King Living may refuse to honor a claim for loss, damage to and/or nonconformity with the Products or shortages in delivery if you do not notify us in accordance with these Terms.
14.5 To the fullest extent permitted by law, unless we receive notification of a claim within the time and in the manner specified above, the Products and their condition are deemed to have been delivered and accepted.
14.6 Non-conformity of or defect or damages in any part of the ordered Products does not entitle you to reject any part of the ordered Products which are free of such non-conformity, defect, or damages.

 

15 CANCELLATION OF AN ORDER

15.1 Please choose Products carefully. We recommend that you check any proposed orders in person at the King Living showrooms or online on the checkout page, whichever is applicable to you, before purchasing the Products. Orders processed by King Living under these Terms cannot be amended, and so you must ensure that you have all correct information in orders at the time of placement. King Living is not responsible or liable for any dissatisfaction or rejection of any Products by the End Customer based on your selection of Products.
15.2 Subject to clause 2.4, if you purchase a Product for sale to your End Customer and if that Product is covered by King Living’s standard limited warranty, then King Living will honor that warranty if a warranty claim is made by the End Customer, provided all other requirements for claiming the warranty are satisfied.
then you agree to pay a cancellation fee up to the entire purchase price of the Products plus all costs and losses incurred by King Living associated with handling fees, at King Living’s discretion. If this eventuates, you will have no further claim to the Products.
15.3 If you:
    (a) cancel your order after the manufacture of your Products has commenced; or
    (b) do not accept delivery of your Products,
then you agree to pay a cancellation fee of the greater of the entire purchase price of the Products plus all costs and losses incurred by King Living associated with handling fees, or the full amount of the deposit at King Living’s discretion. In such case, you will have no further claim to such cancelled Products.
15.4 King Living accepts no returns, refunds or exchanges on clearance stock, for which you will forfeit all amounts paid.

 

16 DELAY

16.1 King Living will not be liable for any delay in performing any of its obligations including where any delay is caused by a Force Majeure Event or Insolvency Event as defined below.
16.2 We will use reasonable endeavours to meet the estimated delivery date. King Living’s liability (if any) for any late delivery is limited at its option to resupplying the Products at a different time.
16.3 If at any time after receiving an order from you, King Living, its supplier, subcontractor, manufacturer or any carrier suffers a Force Majeure Event or an Insolvency Event that prevents or delays King Living from supplying some or all of the Products set out in an order by the estimated delivery date, King Living may elect to extend the time for performance of the delivery or terminate the order if the Force Majeure Event or Insolvency Event continues for a period of 14 days or more, without any liability to you.
16.4 In this paragraph:
    (a) Force Majeure Event means any act of God, fire, earthquake, flood, storm, strikes, lock-outs, bans or other industrial disturbances, civil riot, government interference, by-laws, rules and regulations or order of any competent authority that is beyond King Living’s, its suppliers, subcontractors, manufacturers or any carriers control and that could not reasonably have been expected to have known at the time King Living receives an order from you; and
    (b) Insolvency Event means any one or more of the following events:
        (i) a controller, administrator, liquidator, trustee in bankruptcy or similar person being appointed to it or to any of its assets or undertakings or any step is taken to do so;
        (ii) a resolution that it be wound up is passed or proposed or process is filed in a court seeking an order that it be wound up;
        (iii) it resolves to enter into, or enters into, any moratorium, arrangement, compromise or composition with any of its creditors, other than in the ordinary course of its business;
        (iv) anything having a substantially similar effect to any of the events specified in paragraphs (i) to (iii), inclusive, of this definition happens to it under the law of any jurisdiction.

 

17 PRODUCT VARIATIONS AND SPECIFICATIONS

17.1 The Products shall be required only to conform in all material respects to the specification on your quotation. All Products are subject to acceptable quality within industry levels and standard manufacturing variations and tolerances in appearance and characteristics, as reasonably determined by King Living. The Product may exhibit different characteristics to the sample of the King Living showroom furniture. Soft furniture may vary in appearance and characteristics such as creasing and the degree of softness. Color swatches and samples are an approximate guide only as leather and fabrics vary in colour and texture. Leather will exhibit scars, marks and areas of differing density and shade, which are the hallmarks of genuine leather, which vary from product to product. Photographs, drawings, illustrations or other descriptions or particulars of the Products issued by King Living in any form are for illustrative purposes only and do not form part of these Terms. You must attend to your own investigations of the Products prior to purchase.
17.2 To the full extent permitted by law, we reserve the right to change dimensions, design and construction and to pattern match fabrics according to King Living’s best judgment to improve the design of the Product when these changes are limited to the internal changes to the Products and are not material or identifiable upon reasonable inspection.

 

18 CLEARANCE PRODUCTS

18.1 Separate terms and conditions of sale apply to Clearance Products. These Terms do not apply to the sale of Clearance Products.

 

19 DISCLAIMER AND ACKNOWLEDGEMENT

19.1 You acknowledge and agree under these Terms that:
    (a) these Terms apply between King Living and you; For the avoidance of doubt, there is no agreement or contractual obligation or relationship between King Living and the End Customer;
    (b) you must act as the primary contracting entity in all dealings with King Furniture with respect to that order;
    (c) the End Customer is not a customer of King Living with respect to a Product which is ordered and/or purchased by you; and
    (d) you, in purchasing Products from King Living as a Trade Client, are not acting as the agent of any End Customer.
19.2 If you purchase the Products for your own personal use (Personal Products), you agree that:
    (a) these Terms will not apply to your purchase of the Personal Products other than to the extent that your trade discount will apply towards the purchase of those products only; and
    (b) the terms and conditions of sale for retail clients will apply to your purchase of those Personal Products.

 

20 REPRESENTATIONS AND WARRANTIES

20.1 You represent and warrant that:
    (a) the contents of each order placed by you or on your behalf with King Living for the purchase of Products, are true, accurate and correct at the time of completion; and
    (b) all responses in the Discount Application Form, with which you apply for a Trade Client Discount with King Living through submission of a Discount Application Form or similar document, are true, accurate and correct at the time of completion; and
    (c) you have correctly nominated the type of location (whether it be commercial or retail) to which the Products are being delivered and the purpose of usage of the Products by your End Customer.
20.2 Our goods come with guarantees that cannot be excluded under applicable law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage or as otherwise provide by our Limited Warranty. You are also entitled to have Products repaired or replaced if the Products fail to be of acceptable quality and the failure does not amount to a major failure.
20.3 Except as required by applicable law:
    (a) King Living will not provide any refund, returns, exchange or credit where you or other third parties have caused or contributed directly or indirectly to any damage to the Products;
    (b) King Living will not be responsible for ensuring that the Products are suitable for a particular purpose unless that has been accepted in writing by King Living; and
    (c) unless Products are faulty, we will not refund, exchange or credit your account.

 

21 SPARE PARTS

21.1 King Living offers a range of spare parts and associated repair services which are available to you and/or your End Customer for a reasonable period after the Product is supplied to you. The date for the supply of spare parts will vary depending on the availability of such parts. The date and time for the supply of repair services will depend on the availability of parts and our technicians, and you and/or your End Customer will be given several options from which to select a suitable date and time. Please contact the King-Care® Service Customer Service Team for details.
21.2 King Living may also in its absolute discretion offer spare parts and repair services to You to provide to your End Customers of a King Living product, subject to the following conditions:
    (a) King Living’s call out fees and service fees apply. Please contact King-Care® Customer Service Team for details; and
    (b) full payment for the spare parts and repair services must be received by King Living before King Living will supply the spare parts and repairs and, if applicable, book a technician to carry out the repair services.

 

22 LIMITATION OF LIABILITY

22.1 UNDER NO CIRCUMSTANCES WILL KING LIVING BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED OR ECONOMIC LOSSES OR DAMAGES, INCLUDING FOR LOSS OF PROFITS, UNDER OR ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE, WHETHER OR NOT KING LIVING WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY SUCH CLAIM MAY BE BASED. KING LIVING’S AGGREGATE LIABILITY ARISING OUT OF ANY SALES ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL NEVER BE GREATER THAN THE RELEVANT AMOUNT TO BE PAID TO KING LIVING UNDER SUCH SALES ORDER. SHOULD THE REMEDIES AVAILABLE TO CUSTOMER HEREUNDER BE FOUND INADEQUATE OR TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE FOR ANY REASON WHATSOEVER, YOU AGREE THAT RETURN OF THE AMOUNT PAID BY YOU TO KING LIVING UNDER THE APPLICABLE SALES ORDER WILL PREVENT THE REMEDIES FROM FAILING IN THEIR ESSENTIAL PURPOSE AND SUCH PAYMENT WILL BE CONSIDERED BY YOU AS A FAIR AND ADEQUATE REMEDY.
22.2 IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY THEM WOULD HAVE MATERIALLY AFFECTED THEIR SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
22.3 Nothing contained in these Terms shall be construed to limit or exclude the liability of King Living for death or personal injury as a result of King Living’s negligence or that of its employees or agents.

 

23 INTELLECTUAL PROPERTY

23.1 Nothing in this agreement grants you rights in our intellectual property. You acknowledge that all intellectual property including, but not limited to, designs, techniques, methods of manufacture, photographs, specifications, artwork, text, patented inventions, trademarks and registered designs remain the property of King Living.
23.2 You will not knowingly allow a Product to be reverse engineered, pirated or copied or our intellectual property rights to be breached in any manner. King Living may be entitled to compensation for any loss of royalties, damages and/or costs arising from the breach of our intellectual property rights.

If you provide any feedback or suggestions to King Living relating to the Products (Submissions), you acknowledge and agree that: (i) such Submissions will be considered non-confidential and non-proprietary to you; (ii) King Living shall have the right, without limit in time and without payment to you , to use, copy, distribute, adapt, and disclose such Submissions for any purpose, in any way, and in any media worldwide now known or later discovered, including, without limitation, the right to create derivative works, make improvements, perform, and transmit such Submissions, and the right to transfer or sublicense such rights; (iii) King Living may have something similar to the Submissions already under consideration or in development; and (iv) you will not entitled to any compensation or reimbursement of any kind from us in connection with the Submissions under any circumstances.

 

24 INDEMNITY

24.1 To the full extent permitted by law, you agree to defend, indemnify, and hold harmless King Living, its affiliates, and their respective business partners, licensees, licensors, officers, directors, employees, and agents from and against all liability, loss or damage King Living may sustain, including costs,  fees, and expenses (including attorneys’ fees), under any theory of law or equity that relate to any breach, act or omission of these Terms  or a claim by a third party arising from your act or omission, including any (i) breach or your warranties under these Terms, (ii) dispute with any End Customer relating to your performance or your End Customer’s status as being your, and not King Living’s, customer, or (iii) any actual or alleged violation of the terms of any product warranty offered by King Living or any consumer right or guarantee under applicable law, rule, or regulation. The scope of this indemnity is reduced to the limited extent that King Living has contributed to any liability, loss or damage which is the subject of the indemnity.

 

25 PRIVACY

25.1 We may collect personal information in connection with our dealings with you. If so, we will abide and you agree to be bound by King Living’s Privacy Policy.
25.2 King Living’s Privacy Policy is available at https://www.kingliving.com/privacy-policy.

 

26 ELECTRONIC DIRECT MARKETING

26.1 King Living requires the ability to send Electronic Direct Marketing communications (like emails, text messages and similar) (EDMs) to Trade Clients, including you.
26.2 In return for receiving the benefits of being a Trade Client, you consent to receive EDMs from King Living. If you withdraw that consent or opt out of receiving EDMs, then you may no longer qualify to be a Trade Client, and King Living reserves the right, in its absolute and unfettered discretion, to terminate these Terms and cease providing Trade Client benefits to you.

 

27 SUSPENSION OF PROVISION OF PRODUCTS

27.1 Without limiting its other rights or remedies, King Living may suspend provision of the Products under these Terms or any other contract between you and King Living if you become subject to any of the events listed above, or King Living reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under these Terms on the due date for payment and remain in default not less than 14 days after being notified in writing to make such payment.
27.2 Upon your failure to timely pay any amount due, you shall immediately pay to King Living all unpaid amounts to King Living under these Terms.

 

28 GENERAL 

28.1 Subject to these Terms and to the full extent permitted by law, these Terms constitute the whole agreement between King Living and you for the purchase of the Products and supersedes and extinguishes all previous terms, agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral. Each party agrees that it shall have no remedy in respect of any statement, representation, assurance or warranty that is not set out in these Terms.
28.2 King Living may assign or transfer any of its rights under these Terms to any other person or entity by giving written notice to you. You may not assign or transfer any of your rights or obligations under these Terms to any other person.
28.3 If any part of these Terms is found to be void, invalid, illegal or otherwise unenforceable, then that part of the Terms will be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Terms continue to be enforceable and valid.
28.4 No amendment to or modification of these Terms shall be effective unless it is in writing identified as an amendment to these terms and authorised by King Living.
28.5 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
28.6 No entity other than King Living and you as a Trade Client has the right to enforce these Terms.
28.7 We reserve the right to revise these Terms from time to time at our discretion. If we make substantial changes we will use reasonable efforts to inform you. If you purchase Products from us by making full payment or providing a deposit, and you receive a Trade Client Discount after such revision, you agree that and will be deemed to have accepted the revised Terms in their entirety.

 

29 GOVERNING LAW

29.1 These terms and conditions are governed by and construed in accordance with the laws of U.S.A. and the State of California. The parties submit to the non-exclusive jurisdiction of the courts of Los Angeles County, California.

 

For further information please contact:

Phone +1 833 546 4548 or

Email: help.kingliving.com

King Living USA Inc, 3311-A Hyland Ave, Costa Mesa, CA 92626, U.S.A.