Legal

Terms of Use

The website located at https://www.Propr Office.com/ (the “Website”) are published, owned, and operated by Propr Office, LLC, its affiliates and related entities (“Propr Office,” “Propr Office,” “we,” “us,” and “our”). These Terms of Use (the “Terms”) govern your access to and use of the Website.

By accessing, browsing, submitting information to and/or using the Website, you agree and acknowledge on your own behalf (referred to throughout the Terms as “you”) that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to the Terms, please do not use the Website.

Purpose of the Website.  The Website are provided solely for informational purposes and the purposes of enabling communication between you and Propr Office. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services.

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. Propr Office disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Website, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by Propr Office through the Website shall be handled in accordance with the Website’s Privacy Policy, which is hereby incorporated by reference.

Use of the Website.  Propr Office grants you a non-exclusive right to access and use the Website and the data, material, content or information herein (collectively, the “Content”) solely for your personal use. Your right to access and use the Website shall be limited to non-commercial purposes unless you are otherwise expressly authorized by Propr Office to use the Website for commercial purposes. You agree to use the Website only for lawful purposes, comply with all rules governing any transactions on and through the Website and comply with applicable laws.

User Account Responsibility. If you are given or create a password to access the Website, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify Propr Office immediately of any unauthorized use of your account. Propr Office is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

Prohibited Uses. You agree that you will not:

  • Use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of them;
  • Attempt to gain unauthorized access to any Website account, computer systems or networks associated with Propr Office or the Website;
  • Obtain or attempt to obtain any materials or information through the Website by any means not intentionally made available or provided by Propr Office;
  • Use any robot, spider, or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or
  • Impersonate or attempt to impersonate Propr Office, a Propr Office employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

Third Party Sites. The Website may contain links to websites controlled or operated by persons and companies other than Propr Office (“Linked Sites”). Linked Sites are not under the control of Propr Office, and Propr Officen is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. Propr Office is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. Propr Office is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Propr Office of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support Propr Office or are identified in the Website, including any delivery of and payment for goods and services.

Intellectual Property Notices. The Website and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Website or Content in any manner, except as expressly permitted by Propr Office in these Terms. The Website or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of Propr Office or applicable owner.

Your Content.  Any Content you create or own or to which you have a license and use on the Website is Your Content. In sharing Your Content on the Website, you warrant and represent you have the legal right to use Your Content and grant Propr Office an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any Website services as described in these Terms and in any posted policies on the Website. The Website services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our Propr Office systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Website. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Propr Office or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Questions regarding the use of any intellectual property provided on the Website should be directed to pro@proproffice.com.

United States Only
.  Propr Office is based in the state of New York in the United States. Propr Office provides this Website for use only by persons located in the United States. We make no claims that the Website or any of its contents are accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries.

Disclaimer. All information or services provided by Propr Office to you via the website, including, without limitation, all content, are provided “as is” and “where is” and without any warranties of any kind. Propr Office and its third-party licensors expressly disclaim all warranties, whether express, implied or statutory, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title and non-infringement. Notwithstanding any provision contained herein to the contrary, Propr Office and its third-party licensors make no representation, warranty or covenant concerning the accuracy, quality, suitability, completeness, sequence, timeliness, security or availability of the website or any content posted on or otherwise accessible via the website. You specifically acknowledge that Propr Office and its third-party licensors are not liable for the defamatory, obscene or unlawful conduct of other third parties or users of the website and that the risk of injury from the foregoing rests entirely with you. Neither Propr Office nor any of its third-party licensors represent, warrant or covenant that the website will be secure, uninterrupted or error-free. Propr Office further makes no warranty that the website will be free of viruses, worms or trojan horses or that it will function or operate in conjunction with any other product or software. You expressly agree that use of the website is at your sole risk and that Propr Office, its affiliates and their third-party licensors shall not be responsible for any termination, interruption of services, delays, errors, failures of performance, defects, line failures, or omissions associated with the website or your use thereof. Your sole remedy against Propr Office for dissatisfaction with the website or the content is to cease your use of the website and/or the content. Some jurisdictions do not permit the exclusion or limitation of implied warranties, so the above exclusion may not apply to you. You may have other rights, which vary by jurisdiction. When the implied warranties are not allowed to be excluded in their entirety, you agree that they will be limited to the greatest extent and shortest duration permitted by law.

Limitation of Liability
. Under no circumstances shall Propr Office or any of its third-party licensors be liable to you or to any third party for any direct, indirect, incidental, consequential, punitive, special or exemplary damages (including, without limitation, loss of profits, loss of use, loss of data, loss of information or programs on your data handling system, transaction losses, opportunity costs, interruption of business or costs of procuring substitute goods) resulting from, arising out of or in any way relating to the website, or the data, content or information accessed via the website or any hyperlinked website, or any disruption or delay in the performance of the website, regardless of the form of the claim or action, whether based on contract, tort, strict liability, statute or otherwise, and regardless of whether or not such damages were foreseen, unforeseen or foreseeable, even if Propr Office or its third-party licensors have been advised of the possibility of such damages. By accessing the website subject to these terms of use, you understand that you are waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understood, and hereby expressly waive, the benefits of section 1542 of the civil code of California and any similar law of any state, country or territory, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must materially affect his or her settlement with the debtor.”

Indemnity. You agree to defend, indemnify and hold harmless Propr Office and its affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, any use of the Website Content, services, or products other than as expressly authorized in these Terms or your use of any information obtained from the Website.

Termination and Restriction of Access. In its sole discretion, Propr Office may terminate or suspend your access to the Website for breach of these Terms. Propr Office shall not be liable for any losses or damages arising from any such termination of service.

Arbitration. At its sole discretion, Propr Office may require you to submit any disputes arising from use of the Website, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law. By using the Website, you hereby consent to submission of any dispute to be final and binding arbitration.

Limitation on Time to File Claims. Any cause of action or claim you may have arising out of or relating to these Terms or the Website must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Governing Law & Jurisdiction.  These Terms are governed by the laws of the State of New York, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Brooklyn, New York, U.S.A. in all disputes arising out of or relating to the use of the Website.

Changes to these Terms of Use. Propr Office may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Propr Office. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Website after any such change is communicated shall constitute your consent to such change(s).

General. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Propr Office as a result of these Terms or use of the Website. You may not assign these Terms without the prior written consent of Propr Office in all instances. Propr Office may assign these Terms, in whole or in part, at any time. Propr Office's performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Propr Office’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Propr Office with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and Propr Office with respect to the Website, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Propr Office. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.


Propr Office Contact Information
. Questions can be directed to Propr Office at pro@proproffice.com.

 

Downloadable Terms of Use (pdf) here.

Terms and Conditions of Sale - B2C

The order to which this agreement (“Agreement”) relates (“Order”) is valid for thirty (30) days unless otherwise stipulated in writing herein. Quantities, dimensions and fabrication are limited to the information provided by Client. Any changes to scope, quantity, timeline, finish or materials for the project subject to the Order (“Project”) will render the Order invalid, and a new Order will need to be issued. By signing below, Client accepts the prices and specifications in the Order and authorizes Propr Office, LLC (“Propr Office”) to execute the Project as outlined in this Agreement. This Agreement is NOT VALID until signed by Client and returned to Propr Office within ten (10) days from the date set forth in the Order. Payment is due upon execution of this Agreement, in accordance with the terms provided in this Agreement.

Agreement 

The Client agrees that all previously stated product and service details are correct as are the terms set forth in the attached Order, which, upon Client’s execution below, shall become a binding invoice in accordance with this Agreement (an “Invoice”). Client accepts and agrees to be bound by the following terms:

Payment Terms. The Invoice is payable as follows: A 100% non-refundable payment of the full price set forth in the Invoice is due upon Client’s execution of this Agreement or due upon the time of the Online Order placement. If the Client is not prepared to receive the furniture, goods, accessories and materials (collectively, “Products”) immediately upon Propr Office’s completion of the Project, the Client is responsible for full payment of the Invoice and a storage fee to be assessed by Propr Office at the time of completion. In the event of late payment of any amount due hereunder, interest in the amount of 2% of the unpaid amount will be added to the amount due. After 30 days of nonpayment, an additional 2% of the total unpaid amount will be added per month up to a maximum of the greater of (a) 15% of the original unpaid amount and (b) the maximum amount permitted by applicable law. If the Client does not make full payment of the Invoice within six (6) weeks of Propr Office’s completion, Propr Office may (i) terminate this Agreement, (ii) retain all payments made, and (iii) have the exclusive right to use, reuse, and sell all Product(s) made for the Project without any restriction. The prices set forth in the Invoice are exclusive of all taxes, insurance, shipping/delivery charges, which are Client’s sole responsibility. All purchase prices shall be paid in US dollars.

Lead Time(s). Propr Office shall communicate estimated lead time(s) for the Products to Client on the website on each product page. Standard lead time(s) is 1-4 weeks from order placement daye, subject to change by Propr Office. Lead times are estimates only, and Propr Office shall not be liable to the Client or any other end user for any failure to meet an estimated lead time(s).

Shipping and Delivery. The Product(s) shall not be released to the Client for delivery until Client makes full payment of the Invoice, including related expenses and costs and any unpaid interest. Any delivery rescheduled or canceled within 48 hours before Propr Office is scheduled to deliver the Product(s) to a common carrier for shipment is subject to a shipping charge of 15% of the total amount of the Invoice (including related expenses and costs and any unpaid interest). Products will be shipped FCA (Incoterms 2020) Propr Office’s facility. All international transactions shall be governed by Incoterms 2020. Client shall comply with all export and import laws of all countries involved in the sale of the Product(s) under this Agreement. Client assumes all responsibility for shipments of Product(s) requiring any government import clearance. Propr Office may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Product(s).

Returns and Refunds. Certain products or services may be available exclusively online through the Site. These products or services may have limited quantities and are subject to return or exchange only according to our Returns Policy.

Termination. Propr Office may, in its sole discretion, allow Client to terminate this Agreement, but Propr Office shall be entitled to retain any payments received prior to such termination and the Client shall still be liable for all costs and expenses incurred by Propr Office in connection with the terminated Project, including, without limitation, labor and materials.

Title and Risk of Loss.  Provided that Client has paid the applicable Invoice in full, including all related expenses and costs and any unpaid interest, title to and risk of loss of the Products and the Project shall transfer to Client upon Propr Office’s delivery of the Products and the Project to the common carrier for shipment.

Limitation of Liability. Except for any express written Product warranty that may be separately delivered to Client, Propr Office makes no warranty whatsoever, express or implied by law, course of dealing, course of performance, usage of trade or otherwise, with respect to the Products, including, without limitation, any warranty of merchantability, fitness for any particular purpose, title and non-infringement, and expressly disclaims all such warranties. In no event shall either party be liable to the other any loss of use, revenue or profit or for any consequential, indirect, incidental, special, exemplary, or punitive damages, whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall Propr Office’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the amount actually paid to Propr Office hereunder for the Project.

Indemnity. Client shall indemnify, defend and hold harmless Propr Office against all loss, liability, cost and expense (including, without limitation, legal fees and costs) incurred by Propr Office in connection with any claim for personal injury, loss or damage to property arising out of the Product(s) unless such injury, loss or damage is solely attributable to the gross negligence of Propr Office or its employees.

Dispute Resolution; Governing Law; Attorneys’ Fees and Costs. This Agreement and any claims, dispute, or other matter in question arising out of or related to this Agreement shall be governed by the laws of the State of New York without regard to any conflicts of laws principles, and Client agrees to submit to the exclusive jurisdiction of the federal and state courts of the State of New York for resolution of any such claim. In any such claim, dispute, or other matter in question, the prevailing party is entitled to payment of its attorney’s fees and costs by the non-prevailing party.

Intellectual Property. Propr Office owns and controls, throughout the world, all copyrights, trademarks, trade dresses, design patents, and/or all other intellectual property rights, including, but not limited to, common law, statutory, and other reserved rights, in the designs and goods to be developed, marketed, proposed and/or sold in connection with the Project, including, but not limited to, all furniture, goods, related accessories, designs, illustrations, drawings, specifications, computations, models, sketches, test data, plans, elevations, rendering, photographs, materials, colors, finishes, notes, and all other materials particular to this Project, in all forms, formats, and media prepared and/or proposed by Propr Office and/or Propr Office’s employees and/or consultants. Propr Office’s intellectual property is for Propr Office’s exclusive use, reuse, and sale at any time without restrictions.

Limited License. No license is granted herein with respect to Propr Office’s intellectual property rights other than the implied right, upon full payment for the same, for Client to use the Products in accordance with the terms of this Agreement. Client shall not copy or reproduce Propr Office’s intellectual property in any form, format, or media.

Advertising. Propr Office shall be entitled to publish and/or advertise its Product(s) at any time in any media including, but not limited to, Facebook, Twitter, and Instagram.

Quality & Specifications. All Products’ specifications, drawings, and particulars of weights and dimensions are subject to some variations on occasion and the descriptions and illustrations contained in Propr Office’s website, catalogues, price lists, and other advertising matter are intended to present a general idea of the goods described therein, and none of these shall form part of this Agreement. Due to the handcrafted nature of Product(s), color, size, wood and texture may vary slightly and exact replicas of designs are not guaranteed. Minor distinctions make Propr Office’s handcrafted Product(s) unique and therefore cannot be grounds for any breach of this Agreement. It is Client’s sole responsibility to note the dimensions of the Product(s) to ensure appropriate fit and use in Client’s space.

Force Majeure. Propr Office shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Propr Office, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemic, lock-outs, strikes or other labor disputes, restraints or delays affecting carriers or inability, delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

Entire Agreement. The Order, the Invoice and this Agreement constitute the entire agreement of Propr Office and Client with respect to their subject matter. No conflicting or additional terms or conditions set forth in any other document shall have any force or effect.

Client has carefully read, considered, understands and accepts the terms of the Order and the Agreement. Client's execution of the Agreement below constitutes Client's agreement to be bound by this Agreement and acknowledgement that Propr Office is relying on Client's compliance with this Agreement to execute the Project.

 

Downloadable Terms and Conditions of Sale - B2C (pdf) here.

Terms and Conditions of Sale - B2B

The order to which this agreement (“Agreement”) relates (“Order”) is valid for thirty (30) days unless otherwise stipulated in writing herein. Quantities, dimensions and fabrication are limited to the information provided by Client. Any changes to scope, quantity, timeline, finish or materials for the project subject to the Order (“Project”) will render the Order invalid, and a new Order will need to be issued. By signing below, Client accepts the prices and specifications in the Order and authorizes Propr Office, LLC (“Propr Office”) to execute the Project as outlined in this Agreement. This Agreement is NOT VALID until signed by Client and returned to Propr Office within ten (10) days from the date set forth in the Order. Payment is due upon execution of this Agreement, in accordance with the terms provided in this Agreement.

Agreement 

The Client agrees that all previously stated product and service details are correct as are the terms set forth in the attached Order, which, upon Client’s execution below, shall become a binding invoice in accordance with this Agreement (an “Invoice”). Client accepts and agrees to be bound by the following terms:

Payment Terms. The Invoice is payable as follows: Unless otherwise explicitly stated by Propr Office in an applicable Order or Invoice, a 50% non-refundable deposit of the full price set forth in the Invoice shall be due before manufacturing or production begins and the remaining 50% balance shall be due upon Propr Office’s delivery of the Products (as defined below). The Project shall not be started until such deposit is provided and cleared (if paid by check) by Propr Office. If the Client is not prepared to receive the furniture, goods, accessories and materials for the Project (collectively, “Products”) immediately upon Propr Office’s completion of the Project, the Client is responsible for full payment of the Invoice and a storage fee to be assessed by Propr Office at the time of completion. In the event of late payment of any amount due hereunder, interest in the amount of 5% of the unpaid amount will be added to the amount due. After 30 days of nonpayment, an additional 2% of the total unpaid amount will be added per month up to a maximum of 15% of the original unpaid amount. If the Client does not make full payment of the Invoice within six (6) weeks of Propr Office’s completion, Propr Office may (i) terminate this Agreement, (ii) retain all payments made, and (iii) have the exclusive right to use, reuse, and sell all Product(s) made for the Project without any restriction. The prices set forth in the Invoice are exclusive of all taxes, insurance, shipping/delivery charges, which are Client’s sole responsibility. All purchase prices shall be paid in US dollars.

Lead Time(s). Propr Office shall communicate estimated lead time(s) for the Products to Client only after Propr Office obtains final design approval and the cleared deposit for the Project. Lead times are estimates only, and Propr Office shall not be liable to the Client, any customer of Client, or any other end user for any failure to meet an estimated lead time(s).

Shipping and Delivery. The Product(s) shall not be released to the Client for delivery until Client makes full payment of the Invoice, including related expenses and costs and any unpaid interest. Any delivery rescheduled or canceled within 48 hours before Propr Office is scheduled to deliver the Product(s) to a common carrier for shipment is subject to a shipping charge of 15% of the total amount of the Invoice (including related expenses and costs and any unpaid interest). Products will be shipped FCA (Incoterms 2020) Propr Office’s facility. All international transactions shall be governed by Incoterms 2020. Client shall comply with all export and import laws of all countries involved in the sale of the Product(s) under this Agreement or any resale of the Product(s) by Resale Client (defined below). Client assumes all responsibility for shipments of Product(s) requiring any government import clearance. Propr Office may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Product(s).

Returns and Refunds. All sales are final. The Client is not entitled to any refunds.

Termination. Propr Office may, in its sole discretion, allow Client to terminate this Agreement, but Propr Office shall be entitled to retain any payments received prior to such termination and the Client shall still be liable for all costs and expenses incurred by Propr Office in connection with the terminated Project, including, without limitation, labor and materials.

Title and Risk of Loss. Provided that Client has paid the applicable Invoice in full, including all related expenses and costs and any unpaid interest, title to and risk of loss of the Products and the Project shall transfer to Client upon Propr Office’s delivery of the Products and the Project to the common carrier for shipment.

Limitation of Liability. Except for any express written Product warranty that may be separately delivered to Client, Propr Office makes no warranty whatsoever, express or implied by law, course of dealing, course of performance, usage of trade or otherwise, with respect to the Products, including, without limitation, any warranty of merchantability, fitness for any particular purpose, title and non-infringement, and expressly disclaims all such warranties. In no event shall either party be liable to the other any loss of use, revenue or profit or for any consequential, indirect, incidental, special, exemplary, or punitive damages, whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall Propr Office’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the amount actually paid to Propr Office hereunder for the Project.

Indemnity. Client shall indemnify, defend and hold harmless Propr Office against all loss, liability, cost and expense (including, without limitation, legal fees and costs) incurred by Propr Office in connection with any claim for personal injury, loss or damage to property arising out of the Product(s) unless such injury, loss or damage is solely attributable to the gross negligence of Propr Office or its employees.

Dispute Resolution; Governing Law; Attorneys’ Fees and Costs. This Agreement and any claims, dispute, or other matter in question arising out of or related to this Agreement shall be governed by the laws of the State of New York without regard to any conflicts of laws principles, and Client agrees to submit to the exclusive jurisdiction of the federal and state courts of the State of New York for resolution of any such claim. In any such claim, dispute, or other matter in question, the prevailing party is entitled to payment of its attorney’s fees and costs by the non-prevailing party.

Intellectual Property. Propr Office owns and controls, throughout the world, all copyrights, trademarks, trade dresses, design patents, and/or all other intellectual property rights, including, but not limited to, common law, statutory, and other reserved rights, in the designs and goods to be developed, marketed, proposed and/or sold in connection with the Project, including, but not limited to, all furniture, goods, related accessories, designs, illustrations, drawings, specifications, computations, models, sketches, test data, plans, elevations, rendering, photographs, materials, colors, finishes, notes, and all other materials particular to this Project, in all forms, formats, and media prepared and/or proposed by Propr Office and/or Propr Office’s employees and/or consultants. Propr Office’s intellectual property is for Propr Office’s exclusive use, reuse, and sale at any time without restrictions. Client shall assist Propr Office in exercising Propr Office’s rights under this Agreement, including, but not limited to, protecting Propr Office’s intellectual property rights worldwide.

Limited License. No license is granted herein with respect to Propr Office’s intellectual property rights other than the implied right, upon full payment for the same, for Client to use and resell the Products in accordance with the terms of this Agreement. Client shall not copy or reproduce Propr Office’s intellectual property in any form, format, or media.

Limited Resale. If Client is a trade or resale client of Propr Office’s, Client may resell Product(s) only within a radius of seventy-five (75) miles around Client’s principal place of business (in such case, Client is referred to as a “Resale Client” and such territory the “Territory”). Resale Client cannot sell Product(s) at a resale price above the amount designated by Propr Office herein (“Resale Price”), unless otherwise authorized to do so with Propr Office’s prior written consent. Propr Office has the right, at any time, to change, alter, or amend the Resale Price upon written notice. Resale Price is exclusive of all taxes, insurance, shipping/delivery and all other costs that are Resale Client’s sole responsibility as set forth herein. Resale Client must present a resale certificate upon execution of this Agreement for tax exemption. Resale Client will: (i) conduct business in a manner that reflects favorably at all times on Product(s) and Propr Office’s good name, goodwill, and reputation; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Propr Office and Product(s); and (iii) make no representations, warranties, or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Products that are inconsistent with the information provided by Propr Office. Propr Office hereby grants to Resale Client the nonexclusive, nontransferable, nonsublicensable right within the Territory to use the trademarks, trade names, logos and designations used by Propr Office for Product(s) solely in connection with Resale Client’s advertisement, promotion and sale of Product(s) in accordance with this Agreement and Propr Office’s then current trademark usage policies. Resale Client shall not remove or destroy any copyright notices, trademarks or other proprietary markings on Product(s). All terms of this Agreement apply to Resale Client. Resale Client understands and agrees that this Agreement is not an exclusive reseller or license agreement.

Advertising. Propr Office shall be entitled to publish and/or advertise its Product(s) at any time in any media including, but not limited to, Facebook, Twitter, and Instagram.

Quality & Specifications. All Products’ specifications, drawings, and particulars of weights and dimensions are subject to some variations on occasion and the descriptions and illustrations contained in Propr Office’s website, catalogues, price lists, and other advertising matter are intended to present a general idea of the goods described therein, and none of these shall form part of this Agreement. Due to the handcrafted nature of Product(s), color, size, wood and texture may vary slightly and exact replicas of designs are not guaranteed. Minor distinctions make Propr Office’s handcrafted Product(s) unique and therefore cannot be grounds for any breach of this Agreement. It is Client’s sole responsibility to note the dimensions of the Product(s) to ensure appropriate fit and use in Client’s space.

Force Majeure. Propr Office shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Propr Office, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, pandemc, lock-outs, strikes or other labor disputes, restraints or delays affecting carriers or inability, delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

Entire Agreement: The Order, the Invoice and this Agreement constitute the entire agreement of Propr Office and Client with respect to their subject matter. No conflicting or additional terms or conditions set forth in any other document shall have any force or effect.

Client has carefully read, considered, understands and accepts the terms of the Order and the below Agreement. Client's execution of the Agreement below constitutes Client's agreement to be bound by this Agreement and acknowledgement that Propr Office is relying on Client's compliance with this Agreement to execute the Project.

 

Downloadable Terms and Conditions of Sale - B2C (pdf) here.

Limited Warranty

All finishes and other parts, components, and other furniture products including but not limited to tables, chairs, beds, dressers, desks, cabinets, entertainment centers, lamps, electrical components, benches, consoles, mirrors, and any other furniture manufactured by Propr Office Design, LLC, a New York limited liability company (“Propr Office”), are covered under this limited warranty (this “Limited Warranty”). This Limited Warranty is provided to the original buyer (the “Buyer”) and is not transferable and extends from the date of purchase (more specifically date of final payment) on all material manufacturing defects in workmanship and material under normal usage. Propr Office will determine the appropriate repair process and pay reasonable and customary labor rates to repair or replace the defective parts and shipping costs from Buyer to Propr Office, or a repair center designated by the Customer Service Department of Propr Office, at no charge to the original Buyer for the number of years indicated below. Propr Office will repair or replace, at Propr Office’s option, as the sole remedy for any defect covered by this warranty. If it is determined that the malfunction is due, but not limited to, user error or install defect, Propr Office will charge Buyer for the repair or service call at the rate of $150 per hour. The Buyer will be responsible for labor, packing, and all shipping and transportation costs beyond the number of years noted below from the date of purchase.

Propr Office’s collections, lines, styles and items are covered under Limited Warranty for the following length of time:

5-YEAR WARRANTY

All products listed on Proproffice.com

2-YEAR WARRANTY

Custom Furnishings: Any designs not published on Propr Office’s website and originated by Propr Office’s design team

*NOTE: Height adjustable components have a limited warranty period of one (1) year from the date of purchase. For certain component parts of certain products, as listed below, the warranty period is extended from the date of purchase of the product(s) for the following extension periods:

  • Electronic components such as control boxes, hand switches and motors – three (3) years.
  • Mechanical components such as crank drives and spindles – five (5) years.
  • Structural components such as J-channels, feet and top supports – ten (10) years.

Limitations and Exceptions. This Limited Warranty provides coverage to Buyer only, as the original buyer, and does not apply to rental uses. This Limited Warranty does not apply to: (i) merchandise that was, at any time, used as a floor sample or display model, (ii) any merchandise purchased “as is” or second-hand, (iii) any merchandise purchased at a distress sale or a going-out-of business sale or (iv) any merchandise purchased from a liquidator. All warranties, whether express or implied, cover only normal usage. The Limited Warranty shall be null and void as to any product whose condition results from misuse, abuse, unauthorized repair, extreme environmental condition, delivery or transportation damage, incorrect or inadequate storage, maintenance, cleaning or care. This Limited Warranty further is null and void if furniture has been moved from Buyer’s original point of delivery.

The Limited Warranty further shall be null and void as to any product whose condition results from: (i) failure to apply, install or maintain products according to published Propr Office or manufacturer instructions and guidelines, (ii) alteration or modification of the product or (iii) the substitution of any unauthorized non-Propr Office components for use in the place of Propr Office components in an integrated product solution, including but not limited to work surfaces, leg supports, panels, brackets, shelves, overhead bins and other integral components.

Chemical Treatments. This Limited Warranty does not cover damages or defects caused by use of chemical treatments or protective coatings applied by the Buyer. Any such chemical treatments or protective coatings void all warranties of Propr Office.

Modifications to Products. This Limited Warranty does not apply to any products that have been altered by any person, dealer, or company without the express written authorization of Propr Office.

Implied Warranties. ALL IMPLIED WARRANTIES, INCLUDING ANY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IMPOSED ON THE SALE OF THIS FURNITURE AND ITS PARTS UNDER STATE LAW, ARE LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD AS SET FORTH HEREIN AND NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Size and Dimension Variability. The sizes and dimensions of the final approved sample may vary slightly from the actual sizes and dimensions of the goods when delivered. This is due to the expansion and contraction of wood products, the inherent nature of reclaimed materials, and the handmade nature of our products. The dimensions of the goods provided by Propr Office are the outermost edges of the goods. The Buyer assumes all risk regarding determination of the good’s correct size and fit. In no event shall a mistake in size or fit of the goods, due to Buyer error, result in invalidation of any order or require any refund to the Buyer.

Appearance Variability. Buyer acknowledges that the appearance of the wood used to build a particular product may vary slightly from the wood used in any sample models. This is due to natural characteristics of the wood and the craftsmanship used to create each individual piece. Therefore, no representation, warranty and/or guarantee is made with respect to the exact color of the wood, the exact appearance of the wood and the exact finishes to the goods.

The Buyer also acknowledges that wood may contain mineral deposits, pits, gum streaks, small pin holes, knots, color differences, unusual grain patterns, darker heart wood, lighter sap wood, etc. The frequency of such features will depend upon the grade and species of wood specified and will vary in all handmade and machined pieces. No two items are exact duplicates, and therefore Propr Office makes no representation or guarantee that Propr Office’s goods will appear exactly as any another.

Disclaimer. Propr Office does not make any warranty with respect to any of the following:

  • Natural variations in wood grain or figure or the presence of character marks;
  • Cracks and checks found naturally in wood and slabs;
  • Changes in surface finishes, including colorfastness, due to aging or exposure to light;
  • Marks, scars, or wrinkles occurring naturally in leather;
  • Veins, marks, voids, fissures, or cracks found naturally in stone;
  • Pilling of textiles;
  • The matching of colors, grains, or textures of natural materials;
  • Failure resulting from normal wear and tear;
  • The colorfastness or the matching of colors of textiles, including an exact match to cuttings, samples, or to swatch cards;
  • Damage, marking, or staining of surfaces due to contact with rubber or similar compounds or imprinting from writing instruments, or prolonged exposure to direct sunlight;
  • Damage or marking of materials caused by sharp objects;
  • Products manufactured by third parties but sold by Propr Office;
  • Soiling, stains, or dye transfer from clothing including denim;
  • Foreign objects abrading fabric over time;
  • Products that are exposed to extreme environmental conditions or that have been subject to improper storage;
  • Products exposed to planters or other objects that trap or transfer moisture to surfaces; or
  • Any condition resulting from incorrect or inadequate maintenance, cleaning or care including but not limited to pet hair, mold, bug infestation, water damage.

Propr Office checks Customer’s Own Material (COM) and other customer- supplied items for manufacturing quality only and does not provide any warranty with regard to these materials.

NO OTHER EXPRESS WARRANTY HAS BEEN MADE OR WILL BE MADE ON BEHALF OF PROPR OFFICE WITH RESPECT TO THE FURNITURE AND ITS PARTS, OR THE OPERATION, REPAIR, OR REPLACEMENT OF THE FURNITURE AND ITS PARTS. FURTHERMORE, NO REPRESENTATIVE OF PROPR OFFICE OR ITS DISTRIBUTORS OR RETAILERS IS AUTHORIZED TO MAKE ANY CHANGES OR MODIFICATIONS TO THESE LIMITED WARRANTIES.

Some retailers offer extended or additional warranties, including but not limited to extended or additional fabric warranties, either from the retailer or through a third-party. Propr Office shall not be liable under any extended or additional warranties offered by any retailer or through a third-party.

In no event shall Propr Office be responsible for consequential or incidental damages, such as loss of use, inconvenience, loss or damage to personal property, whether indirect or direct, and whether arising in contract or tort. In no event shall Propr Office’s responsibility exceed the purchase price of the product or its replacement. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state.

Applies in the United States only: Some states do not allow limitations on how long an implied warranty lasts or do not allow the exclusion or limitation of incidental or consequential damages, so the limitations or exclusions in the two preceding paragraphs may not apply. This Limited Warranty gives the Buyer specific legal rights, however, the Buyer may also have other rights that may vary from state to state.

Applies outside of the United States: Except as stated above, Propr Office will not be liable for any loss or damage (including costs) however caused, whether direct or consequential, incurred or suffered by the Buyer or any third party in respect of the products but nothing contained herein will or will be considered to exclude or restrict any liability on Propr Office’s part for death or personal injury resulting from negligence.

Remedy and Claim Procedure. Any item repaired or replaced under this Limited Warranty will be covered by this Limited Warranty for the remainder of the original warranty period only.

Claim Procedure. If a problem should arise which you feel is covered by our Limited Warranty, contact Propr Office by phone or email at pro@proproffice.com. The original invoice number is necessary for the fulfillment of the warranty. Please make sure any claim for warranty service is accompanied by the necessary information to satisfy the warranty requirements.

 

Downloadable Limited Warranty (pdf) here.

Care Instructions

DO:

  • Wipe down all surfaces as part of your regular cleaning schedule using a clean white, damp (water only) rag and follow with a dry rag remove any excess moisture.
  • Wipe up light spills immediately in order to avoid staining the wood. We recommend the use of coasters if glasses placed on the table top are likely to become wet with condensation (as they might in the summertime). Clean spills using a soft cloth dampened with clean water then dry immediately.
  • Wipe up heavier spills, like grease or oil, with a solution of mild soap and water. The surface should be rinsed immediately with a clean, damp cloth and dried thoroughly.
  • Keep the relative humidity of the room between 35% and 55%. Controlling relative humidity and temperature is important to the long-term life of fine wood furniture. If an atmospheric change is too drastic, or humidity and temperature levels too extreme one way or the other, your furniture can be damaged.
  • Protect your piece from direct sunlight. Unfiltered ultraviolet (UV) rays will discolor and damage wood and finishes.
  • Avoid exposing the furniture finish to items creating extreme heat, cold or moisture. Use protective padding under these items.

DON'T:

  • Use any of the following products (or products similar in nature) on your furniture: ammonia based cleaners, acrylic finishes, wax based products, detergents, bleach, polishes and oil soaps, abrasive cleaning soaps or acidic materials such as vinegar.
  • Wipe the pieces with a dishcloth. A dishcloth can contain soap, grease and other soil that can be detrimental to the finished surface.
  • Place products such as nail polish remover, hair spray, perfume and potpourri (and any other products that contain solvents) directly on a wood or leather surface. They can damage wood and metal finishes.
  • Allow water to puddle on furniture for any length of time – wipe up immediately.
  • Allow objects to rest on the furniture on small sharp or hard tips.
  • Place a planter, glass, or any other object that transfers condensation onto the surface without an appropriate barrier between the object and surface.

Downloadable Care Instructions (pdf) here.