TERMS OF USE

Acceptance of Terms of Use
These Terms of Use (the “Terms of Use”) is a binding agreement between P. Kaufmann, Inc. (the "Company", “P. Kaufmann”, or “we”) and you, the user ("you" or "your"). Our website, located at http://www.pkaufmann.com, as well as any mobile applications, social media sites, digital services, or other platforms that we may operate from time to time (collectively, the "Site") as well as by telephone and paper, is offered to you conditioned on your acceptance of the terms, conditions, and notices contained herein.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. YOUR USE OF THE SITE SIGNIFIES YOUR UNCONDITIONAL ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS OF USE AND SHALL HAVE THE SAME FORCE AND EFFECT AS IF YOU HAD ACTUALLY SIGNED AN AGREEMENT EMBODYING THESE TERMS. If you do not agree to be bound by these Terms of Use, do not use the Site. You hereby represent and warrant that you are 18 years of age or older.

If you are accepting these terms on behalf of a company or other organization, you represent and warrant that you are authorized to do so, and the company or organization agrees to be bound by these Terms.

Modifications of these Terms of Use
We reserve the right to change these Terms of Use, without prior written notice to you, by posting changes on this page of the Site. You will be notified of any material changes to our Terms of Use on this page under “Last Update”, below. It is your responsibility to review these Terms of Use from time to time to take notice of any changes we made. Your continued use of our Site after changes to the Terms of Use are posted constitutes your acceptance of such Terms of Use as modified by the posted changes.

Privacy
The Company’s Privacy Policy (the “Privacy Policy”) describes our privacy practices with regard to information collected from you when you use the Site and is hereby incorporated by reference into these Terms of Use.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to:

Use the Site in any way that violates any applicable federal, state, local, and international law, or regulation.
Submit, publish, or transmit through the Site any content that is libelous, obscene, invasive of privacy, illegal, racially, or ethnically discriminatory.
Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site or otherwise use any device, software, or routine that interferes with the proper working of the Site.
Use any robot, spider or another automatic device, process or means to access the Site or to obtain user or other information from the Site (including, without limitation, any information residing on any server or database connected to the Site).
Use any manual process to monitor or copy any of the Content on the Site or for any other unauthorized purpose without our prior written consent.
Introduce any viruses, trojan horses, worms, code, or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, hack into, attack, decrypt, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
Attempt to decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Site.

We reserve the right to pursue any action with respect to any violation or attempted violation of these Terms of Use which we believe is appropriate in our sole discretion.

Accounts/Purchase Orders

In order to submit a purchase order, you must have an account. All applications must include all applicable resale certificates and are subject to approval by the Company. If you apply for an account, you agree to provide only accurate, current and complete information. If we issue a username and/or password to you, you agree to protect such information by, among other things, keeping your username, password and any other information relating to your account confidential. The protection of your username and password is your responsibility. If, notwithstanding the foregoing obligation, you allow another party to use your account, you will be responsible for making such party aware of these Terms and for the use of the Site by such party in accordance therewith.

Your purchase order constitutes a request for the Company’s products that is not binding until approved by the Company. The Company reserves the right, at any time after receipt of a purchase order to accept or decline your purchase order or to cancel a purchase order for any reason. By submitting a purchase order, you are agreeing (i) that these Terms are incorporated into the purchase order as if fully set forth in the purchase order even if the purchase order does not refer to these Terms; and (ii) that in the event of any conflict between the terms of a purchase order and these Terms, these Terms shall govern.

Product Information/Description
All prices displayed on the Site are quoted in U.S. dollars and are valid in the United States. Prices displayed on the Site do not include shipping and sales taxes. You are responsible for the payment of shipping and taxes. Your final order cost, including sales tax and shipping charges, if applicable, will be calculated and invoiced when we ship your order. We reserve the right without prior notice to discontinue or change specifications and prices on products and services offered on the Site. All products displayed on the Site are available while supplies last - please confirm product availability prior to ordering any product. You are responsible for ensuring products purchased are appropriate for your purposes. The Company attempts to assure that the colors and textures of our products that appear on the Site are represented as accurately as possible: however, as the colors and textures you view will depend on your monitor and printer, we cannot guarantee that what you view will be 100% accurate. The Company and its affiliates do not warrant that product descriptions, images and web content are free from errors. We advise requesting a sample before making a purchase decision.

Shipment and Delivery

We will deliver products that you order within a reasonable time after we accept your order, subject to availability. Delivery will be deemed to have taken place at the time we place your order in the possession of any carrier service (e.g., UPS, USPS, or Federal Express) for delivery. We are not responsible for lost, stolen or damaged products once an order leaves our possession. Unless expressly agreed otherwise, we will select the method of shipment and the carrier for your order, and you will be responsible for delivery charges. Title and risk of loss will pass to you upon delivery of your order to the carrier.

You acknowledge that once an order is placed in the hands of a carrier, we do not have control of the delivery process. You acknowledge that requested delivery dates are non-binding estimates only and that you have no claim against us for any delays or early deliveries. Unless expressly agreed otherwise, we reserve the right to make deliveries in installments which shall not relieve you from your obligation to accept and pay for the remaining deliveries.

You must inspect all deliveries immediately and notify us in writing of all claims for damages or defects. All claims relating to defects or shortages must be made within fourteen days of delivery. Any such claims must be made in writing via email to us. Any rights to reject items expire after this fourteen-day period. If you timely notify us of any defective or damaged products, as your exclusive remedy, we will, in its sole discretion, either replace any damaged products with similar items or credit you the purchase price.

Cancellation/Changes

Cancellations or changes to purchase orders and returns may only be made with the prior approval of the Company. We reserve the right to charge a fee for any cancellation or returns.

Intellectual Property Rights and Restrictions

The Site and all of the content now or hereafter included thereon (including, without limitation, images, designs, text, articles, software, code, technology, data, video and audio, graphics, logos, icons, slogans, trade names, trademarks, service marks, domain names, and the “look and feel,” design, selection and arrangement of the Site as a collective work and/or compilation (collectively the "Content") are protected by the United States and international laws regarding copyrights, trademarks, trade dress, unfair competition and other intellectual property or proprietary rights (“Intellectual Property Rights”) and are owned by The Company or its licensors, as the case may be. You must abide by all copyright notices, trademark notices, attribution information, or restrictions contained in any Content accessed through the Site. No right relating to any intellectual property of The Company or any other party is transferred to you or any other person as a result of your or their access to or use of this Site.

User Generated Content

When you post any content (a “Submission”) to the Site, you represent to us that you have all of the necessary legal rights (whether by ownership, license or otherwise) to post the Submission. You may not post any Submission that (i) violates or infringes upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contains defamatory or otherwise unlawful material.

By posting a Submission you grant us a perpetual, nonexclusive, worldwide, royalty-free, sub-licensable license to the Submission, which includes the right for us or any third party we designate, to use, copy, publish, distribute, publicly display and perform, and create derivative works of the Submission in any form or media now known or hereinafter developed. Any Submission that you make to any of the Sites may be edited, removed, modified, published, transmitted, and displayed by us and you waive any rights you may have in any modified material in any Submission.

Notification of Claims of Copyright Infringement

We will respond to allegations of copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or an agent of a copyright owner and believe that any content on any of the Sites infringes on your copyright, you may submit a notification pursuant to the DMCA to our designated agent:

P. Kaufmann, Inc. Legal Office, 3 Park Avenue, 35th Floor New York, NY, 10016

Please include the following information in writing:

1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright that has allegedly been infringed;

2) Identification of the copyrighted work that you claim has been infringed;

3) Identification of the material that is claimed to be infringing that is reasonably sufficient (through URL or otherwise) to allow us to locate the material on the Site;

4) Your address, telephone number, and email address;

5) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6) A statement, under pains and penalty of perjury, that your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf;

7) Information, if possible, sufficient to permit us to notify the party that posted the alleged infringing content.

Any person that knowingly misrepresents those materials are infringing shall be liable to P. Kaufman for any damages (including costs and attorneys’ fees) incurred as a result of removing or disabling access to the alleged infringing material.

Site Access and Limited License
You are granted a non-exclusive, non-transferable, revocable, limited right to access, use and display the Site and its Contents. Except as expressly provided herein, you may not copy, reproduce, “reverse engineer,” modify, create derivative works from, publicly display or perform, publish, republish, transfer, sell, download (other than page caching on your web browser), store, transmit, distribute or exploit this Site and/or its Contents without the express prior written consent of the Company. Any other use of the Site or its Content is strictly prohibited. The Company and its affiliates reserve the right, in our sole discretion, to terminate or suspend your access to, and/or use of, the Site, or any portion thereof, at any time, with or without notice, and/or to refuse service, terminate your account and/or cancel sample orders if the Company reasonably believes that your actual or intended conduct violates these Terms of Use or may otherwise be harmful to the Company or its affiliates.

Arbitration

Except for a claim of breach of a party’s obligations regarding Intellectual Property, any dispute between you and us shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator and shall be conducted in New York, New York. Judgment upon the arbitral award may be entered by any court having jurisdiction.

WAIVER OF JURY TRIAL.

THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY DISPUTE. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal.

Changes to Site
We expressly reserve the right, with or without notice to you, to change, suspend, discontinue and/or restrict the Site or any portion or aspect thereof (including site maps, menu structures, access procedures, buttons, and/or any products, services, projects, data or other information contained or available on the Site) at any time, for any reason, and without liability to you.

Indemnification
You shall indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, shareholders, managers, members, employees, agents, and/or licensors (collectively the "Indemnified Parties") from and against any and all losses, damages, liabilities, fees, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by the Indemnified Parties in connection with any claim, matter, inquiry, cause of action, or suit, whether civil, criminal, administrative or investigative (each, a “Proceeding”) arising out of, based upon, your use of the Site, your breach or alleged breach of these Terms of Use, or your breach or alleged breach of the Intellectual Property Rights of the Company and/or any of its licensors.

Disclaimer of Warranties

THIS SITE IS PROVIDED BY THE COMPANY ON AN "AS IS," “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND/OR THE PRODUCTS OFFERED ON THE SITE, OR THAT THE SITE WILL BE SECURE, ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND TO THE PRODUCTS OFFERED ON THE SITE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), EXCEPT TO THE EXTENT THAT ANY WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AND/OR AGENTS SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THIS SITE OR ANY PRODUCTS OFFERED ON THE SITE (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES). SOME JURISDICTIONS DO NOT ALLOW LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE.

Linking
The Site may link to websites and resources operated by third parties. The inclusion of any link to such websites does not imply the endorsement, affiliation or recommendation by the Company of such other website(s), and is for your reference and convenience only. The Company has no control over such third party websites or their policies and expressly disclaims all responsibility or liability in connection therewith. Linking to any third party website is at your own risk and is subject to the terms and conditions and privacy policies of such third party website(s), which you should review carefully. No linking from third party website(s) to this Site is permitted without the express written permission of The Company.

International Users

This Site is hosted and operated by the Company in the United States, pursuant to the applicable laws of the United States and the State of New York. We make no representation whatsoever that the Site (or the Content available thereon) is appropriate or available for use in locations outside of the United States (each, an “Other Jurisdiction”). Users located or otherwise accessing the Site from outside of the United States (each, a “Non-U.S. User”) do so on their own initiative and hereby (i) consent to the exclusive application of the laws of the United States and the State of New York with respect to these Terms of Use; (ii) acknowledge and agree that the laws of any Other Jurisdiction shall not apply to these Terms of Use; and (iii) acknowledge and agree that Non-U.S. Users shall solely be responsible for complying with any applicable laws of such Other Jurisdictions in connection with their respective use or access to the Site.

Choice of Law; Jurisdiction

These Terms of Use shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its principles of conflict of laws. Except as otherwise expressly provided herein, any claim, dispute or Proceeding (“Action”) arising out of or related to the use of this Site or these Terms of Use shall be resolved exclusively in the federal or state courts located in the New York, New York. You hereby irrevocably consent to the personal jurisdiction of such courts and waive any objections thereto that you may have on the basis of forum non-convenient, venue, jurisdiction or otherwise. To the fullest extent permitted by applicable law, no Action with respect to this Site shall be joined to an Action involving any other party, whether through class action proceedings or otherwise. You agree that any action arising out of or related to the Site or these Terms of Use must commence within one (1) year after such Action accrues, otherwise, such Action is permanently barred. Notwithstanding the foregoing, if you have in any manner violated or threatened to violate our Intellectual Property Rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction (including in any Other Jurisdiction with respect to a Non-U.S. User).

Severability, Waiver

If for any reason a court of competent jurisdiction finds any provision (or portion thereof) of these Terms of Use, to be unenforceable, the remaining provisions (or portions thereof) shall be enforced to the maximum extent permissible and shall continue in full force and effect. No waiver or failure to exercise or enforce any right or provision of these Terms of Use shall be deemed a further or continuing waiver of such right or provision or a waiver of any other right or provision.

Entire Agreement

The Terms of Use and Privacy Policy constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all previous written or oral agreements between the parties with respect to such subject matter.

Contact Us

If you have any questions or comments regarding these Terms of Use, the Privacy Policy or the Site in general, please contact us in one of the following ways: E-mail us at: customerservice@pkaufmann.com; mail us at P/Kaufmann, 3 Park Avenue, 35th Floor New York, NY, 10016; or call us at 212/292/2200.

Last Update

Our Terms of Use were last updated on July 1, 2022