Freight Handling & Claim Policy

Procure Hospitality is not responsible for delays caused by the trucking company. The trucking company is not responsible for offloading the freight. It is the customer’s responsibility to off load the freight from the truck.

It is the owner’s / receiver’s responsibility to count each box received and check for damage. If any boxes are missing it must be clearly noted on the freight bill.

If any boxes are damaged it must be clearly noted on the freight bill.

In the event of shortages / damages, Procure Hospitality must be notified within 48 hours of shipment receipt.

Check the contents of each box for damage immediately. If you notice concealed damage, Procure Hospitality must be notified. Trucking companies only allow concealed damage claims to be placed within 14 days of delivery (No exceptions).

Additional Freight Handling & Claims Terms

Procure Hospitality is not responsible for freight delays caused by third-party carriers. The carrier is not responsible for offloading the goods. The Buyer is fully responsible for the offloading process at the delivery site.

Any change, beyond the agreed terms, to shipping methods, delivery timelines, or handling requirements requested by the Buyer may result in additional charges, which will be reflected in the final invoice.

Upon delivery, the receiver must inspect all items and note any visible damage or shortage on the Packing List. Any missing or damaged boxes must be clearly recorded on the delivery document at the time of delivery. Failure to do so may result in denial of a claim.

All damage claims, including concealed damage, must be submitted to Procure Hospitality within fourteen (14) days of delivery. Concealed damage must be documented with photographic evidence no longer than thirty (30) days after the delivery date.

You must provide a photo of all concealed damage and defective items.

Email digital image to: jyo@procurehospitality.com
In lieu of digital image, please mail photograph to:
Procure Hospitality, 2175 De LA Cruz Blvd #14, Santa Clara CA 95050

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Procure Hospitality Sales Terms & Conditions

Procure Hospitality | Freight Handling & Claim Policy

Unless otherwise specifically agreed to in writing by Seller, these Sales Terms and Conditions Agreement shall apply to any and all orders placed by Buyer for products sold by Seller and software licensed by Seller.

In these sales terms and conditions, “Seller” is Procure Hospitality designated in Seller’s order acknowledgement and “Buyer" is the party to whom Seller’s order acknowledgement is addressed.

"Procure Hospitality" refers to Shijyo Inc, doing business as Procure Hospitality, or one of its affiliates. An "affiliate" of a party is a person or entity that controls, is controlled by, or is under common control with such a party, where "control" means possession of the power to direct the management, operations or policies of the controlled person or entity through stock ownership, contract, or other arrangements.

• Installation not included, it will be the owner’s responsibility to off load freight.
• Terms- 50% Non-Refundable deposit is required to confirm order, 50% balance and full freight due three weeks prior to shipment. Goods will not leave the Country of origin without the final 50% balance and freight paid. No exceptions.
• Every attempt will be made to deliver products on time. Procure Hospitality and its agents are not responsible for any inconvenience or loss of revenue caused by delays or omissions. It is strongly recommended not to dispose of existing products until replacements arrive.

Additional Finishes, Fabrics, and COM Order Terms

Unless otherwise noted, all shipping charges, import duties, taxes, and handling fees are excluded from the pricing estimate provided in the Purchase Agreement.

For Customer's Own Material (COM) orders, including but not limited to Guestroom, Procure Hospitality is not responsible for production delays resulting from late or incorrect delivery of COM fabrics to the manufacturing facility.

Additional Scope of Work & Drawing Revision Terms

Under the Pricing Agreement, the Buyer agrees to finalize the Scope of Work (SOW) within two to four (2–4) weeks from the initial submission to allow for timely approval of all required drawings. Procure Hospitality allows for up to three (3) revisions within this timeframe.

Any revisions or changes requested by the Buyer after final approval of the shop drawings may result in delays to the project schedule and production timeline. Procure Hospitality shall not be liable for such delays.

Any changes made after the factory production schedule has been established may result in extended lead times or delayed delivery, for which Procure Hospitality shall not be liable.

• All products which are custom specific to design, quantities and measurements provided by the Buyer are NOT returnable. Shop Drawings must be signed prior to Production of Goods. Final and signed Shop Drawings is what Procure Hospitality will manufacture including quantities, regardless of is on the Customer Invoice provided by Procure Hospitality.
• Procure Hospitality shall possess title & full ownership of merchandise until balance is paid in full.
• If not able to accept delivery as scheduled or change of location, Buyer will be responsible for any additional storage and services fees incurred. Storage fees are subject to change.
• If our factory needs to store your order due to you not being able to accept Goods when they are finished in production then storage fees may accrue and must be paid in full prior to delivery at final destination. No exceptions.

1. ACCEPTANCE OF ORDERS

Seller's acceptance of all orders and all offers and sales by Seller are subject to and expressly conditioned upon Buyer's assent to the terms and conditions of this Agreement.

This Agreement consists of these sales terms and conditions, Seller’s offer or quotation, if any, and Seller’s order acknowledgement. Buyer's acceptance of any offer by Seller must be made on such terms and conditions exactly as offered by Seller.

Any of Buyer's terms and conditions in any purchase order or otherwise referenced which are different from or in addition to those contained in this Agreement are expressly rejected by Seller and shall be of no effect unless specifically agreed to in writing by Seller. Commencement of performance or shipment shall not be construed as acceptance of any of Buyer's terms and conditions which are different from or in addition to those contained in the Agreement.

If a contract is not earlier formed by mutual agreement in writing, acceptance by Buyer of products or services furnished by Seller pursuant hereto shall be deemed Buyer’s assent to all of the terms and conditions of this Agreement.

This Agreement shall be governed by the laws of the State of California as if made and to be performed entirely within such state. All prices are expressed in U.S. dollars unless otherwise agreed to in writing by Seller.

2. ORDERS AND PRICES

Proposals for Seller to supply products and services to Buyer are valid for thirty (30) days from issuance unless otherwise agreed to by Seller in writing.

Orders may not be canceled or modified, either in whole or part, without Seller’s express written consent. If Seller consents to any order modification or cancellation, it may impose an order modification or cancellation fee.

All prices are as stated in Seller’s offer or quotation and specifically override any prices referenced in Buyer’s purchase order. In the event that Seller has not provided an offer or quotation, prices for orders for immediate shipment are Seller's standard prices in effect at time of receipt of order.

The prices stated in this Agreement do not include transportation, insurance or any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction. All applicable taxes will be paid by Buyer, unless Buyer provides Seller with appropriate tax exemption certificates.

If Buyer requests that Seller ship products to Buyer’s customer, Buyer must provide Seller with a valid resale certificate or other valid exemption certificate for its customer, and Buyer hereby indemnifies Seller for all taxes, costs, fees, expenses, penalties, and other charges if Buyer cannot provide adequate evidence that it remitted the applicable sales tax to the destination state.

Any amounts paid at any time by Seller that are the responsibility of Buyer shall be invoiced to Buyer and promptly reimbursed to Seller.

All prices and other terms are subject to correction for typographical or clerical errors.

3. TERMS OF PAYMENT

Buyer shall pay 50% deposit for products and services, 50% balance and freight due three weeks prior to completion with respect to services, unless a different time for payment is specified in the order acknowledgement (in which case payment shall be due at the time so specified).

Each shipment of products shall be considered a separate and independent transaction and payment for each shipment shall be due accordingly.

Seller may, at its option, elect to extend credit to Buyer. If Seller extends credit to Buyer, invoices for products will be issued upon shipment of the products and invoices for services performed will be issued upon the earlier of completion of the services or the end of each calendar month.

Payment shall be due in full within thirty (30) days from the invoice date unless otherwise agreed to in writing by Seller. Seller reserves the right to change the amount of or withdraw any credit extended to Buyer at any time.

Additional Warranty & Post-Delivery Responsibilities

Once items have been delivered and offloaded at the Buyer’s designated site, Procure Hospitality shall not be liable for any damage, degradation, or loss incurred due to handling, relocation, or storage of items by the Buyer or third parties.

This includes but is not limited to moving the items from the container to a warehouse or final installation site; exposure of items to unsuitable environmental conditions, including rain, snow, extreme humidity, temperature fluctuations, or any conditions not compliant with the manufacturer’s recommended storage guidelines; and failure to store the items in a secure, climate-controlled, and covered facility.

The Buyer assumes all responsibility for damages caused by improper handling or storage after delivery.

All payments shall be in U.S. Dollars unless otherwise agreed to in writing by Seller. There are no discounts for early payment. Amounts not paid when due shall be subject to interest at the rate of one and one-half percent (1½%) per month or, if less, the maximum rate permitted by law.

In the event of the bankruptcy or insolvency of Buyer, or the filing of any proceeding by or against Buyer under any bankruptcy, insolvency, or receivership law, or in the event Buyer makes an assignment for the benefit of creditors, Seller may, at its election and without prejudice to any other right or remedy, exercise all rights and remedies granted Seller in Section 7 as in the case of a default by Buyer under this Agreement.

4. DELIVERY, TITLE, AND RISK OF LOSS

Unless otherwise agreed to in writing by Seller, products shall be shipped EXW Seller’s manufacturing facilities to any location designated by Buyer (subject to Section 15) and shall be deemed delivered to Buyer when delivered to the transportation company at the shipping point.

Unless otherwise agreed to in writing by Seller, all transportation charges and expenses shall be paid by Buyer, including the cost of any insurance against loss or damage in transit which Seller may obtain at Buyer’s written request. Seller reserves the right to ship products freight collect.

DISTRIBUTORS LOCATED IN THE CONTINENTAL UNITED STATES ARE NOT AUTHORIZED TO SELL OR SHIP PRODUCTS OUTSIDE OF THE CONTINENTAL UNITED STATES WITHOUT PRIOR WRITTEN APPROVAL OF AN AUTHORIZED SELLER MANAGER.

If special routing or expedited transportation is requested, Buyer will assume the additional expense.

Seller hereby reserves, and Buyer hereby grants to Seller, a purchase money security interest in all products purchased under this Agreement, together with all proceeds thereof, including insurance proceeds.

Such security interest secures all of Buyer’s obligations arising under this Agreement, and any other agreements between Buyer and Seller, until all amounts due Seller hereunder have been paid in full. Buyer agrees upon Seller’s request to sign appropriate financing statements evidencing Seller’s security interest.

Subject to the security interest reserved to Seller, title, and risk of loss and/or damage to products shall pass to Buyer upon delivery of the products to the transportation company at the shipping point.

Confiscation or destruction of or damage to products shall not release, reduce or in any way affect the liability of Buyer.

In the event Buyer rejects or revokes acceptance of any products for any reason, all risk of loss and/or damage to such products shall nonetheless remain with Buyer unless and until the same are returned at Buyer's expense to such place as Seller may designate in writing.

All products must be inspected upon receipt and claims filed by Buyer with the transportation company when there is evidence of shipping damage, either concealed or external.

5. PERFORMANCE

Seller will make a reasonable effort to observe the dates specified herein or such later dates as may be agreed to by Buyer for delivery or other performance, but Seller shall not be liable for any delay in delivery or failure to perform due to acceptance of prior orders, strike, lockout, riot, war, fire, acts of God, accident, delays caused by any subcontractor or supplier or by Buyer, technical difficulties, failure or breakdown of machinery or components necessary for order completion, inability to obtain or substantial rises in the price of labor or materials or manufacturing facilities, curtailment of or failure to obtain sufficient electrical or other energy supplies, or compliance with any law, regulation, order or direction, whether valid or invalid, of any governmental authority or instrumentality thereof, or due to any circumstances or any causes beyond its reasonable control, whether similar or dissimilar to the foregoing and whether or not foreseen.

As used herein, "performance" shall include, without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair and replacement, as applicable.

Buyer agrees that any delay in delivery or failure to deliver or perform any part of this Agreement shall not be grounds for Buyer to terminate or refuse to comply with any provisions hereof and no claim or penalty of any kind shall be effective against Seller for such delay or failure; provided, however, that if the delay or failure extends beyond six (6) months from the originally scheduled date either party may, with written notice to the other, terminate this Agreement without further liability for the unperformed part of this Agreement.

6. ACCEPTANCE

All products delivered and services performed hereunder shall be deemed accepted by Buyer as conforming to this Agreement, and Buyer shall have no right to revoke any acceptance, unless written notice of the claimed nonconformity is received by Seller within fourteen (14) days of delivery or performance thereof.

Notwithstanding the foregoing, any use of a product by Buyer, its agents, employees, contractors, or licensees, for any purpose, after delivery thereof, shall constitute acceptance of that product and associated services by Buyer.

Invoiced overages and product shortages must be reported within 60 days of invoice date. Any discrepancy not reported within 14 days will not be considered for an adjustment.

7. DEFAULT AND TERMINATION

Buyer may terminate this Agreement if Seller materially defaults in the performance of its obligations hereunder and fails to cure such default within sixty (60) days after written notice thereof from Buyer. Such termination shall be Buyer's sole remedy in the event of a default by Seller.

Buyer shall be deemed in material default under this Agreement if Buyer fails to pay any amounts when due hereunder, cancels or attempts to cancel this Agreement prior to delivery or refuses delivery or otherwise fails to perform any of its obligations hereunder or fails to pay Seller any sums due under any other agreement or otherwise.

In the event of a material default by Buyer, Seller may, upon written notice to Buyer:

1. Suspend its performance and withhold shipments, in whole or in part.
2. Terminate this Agreement.
3. Declare all sums owing to Seller immediately due and payable.
4. Recall products in transit, retake same and repossess any products held by Seller for Buyer's account, without the necessity of any other proceedings.

Buyer agrees that all products so recalled, taken or repossessed shall be the property of Seller, provided that Buyer is given credit therefor.

Exercise of any of the foregoing remedies by Seller shall not preclude exercise of any of the others, and neither the existence nor exercise of such remedies shall be construed as limiting, in any manner, any of the rights or remedies available to Seller under the Uniform Commercial Code or other laws.

8. LIMITATION OF LIABILITY AND CLAIMS

SELLER'S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, REGARDLESS OF HOW SUCH LIABILITY IS CLAIMED (INCLUDING BREACH OF CONTRACT, NEGLIGENCE, TORT, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CLAIM) SHALL IN NO EVENT EXCEED THE GREATER OF:

(i) THE AMOUNT, IF ANY, RECEIVED BY SELLER FOR THE ORDER OF PRODUCTS AND SERVICES UNDER THIS AGREEMENT GIVING RIST TO SUCH CLAIM OR
(ii) TEN THOUSAND US DOLLARS ($10,000).

IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSS OR DAMAGES ARISING FROM ANY INTERRUPTION OF BUSINESS OF ANY KIND, HOWEVER CAUSED, OR ANY PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES.

NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR PRODUCTS OR SERVICES FURNISHED BY SELLER MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUED.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the parties and supersedes all prior negotiations, proposals, agreements, and understandings, whether oral or written, relating to the products to be purchased hereunder or otherwise relating to the subject matter of this Agreement.

Any representation, warranty, course of dealing or trade usage not expressly contained or referenced herein shall not be binding on Seller.

10. ATTORNEY'S FEES

In the event of default in payment of the purchase price or any part thereof, Buyer agrees to pay Seller's expenses, including reasonable attorney's fees and expenses, incurred by Seller in enforcing payment thereof, including all expenses incurred in connection with any arbitration or judicial proceeding.

11. ARBITRATION

Any controversy or claim (including, without limitation, any claim based on negligence, misrepresentation, strict liability, or other basis) arising out of or relating to this Agreement or its performance or breach, which involves an amount in excess of $50,000 (exclusive of interest and costs), shall be settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, if arbitration is demanded by either party.

The location of the arbitration shall be the City of Racine, Wisconsin.

The decision in such arbitration shall be final and binding and any award rendered thereon may be entered in any court having jurisdiction.

12. ASSIGNMENT

Buyer shall not assign or transfer any rights or claims under this Agreement without the prior written consent of Seller, and any purported assignment made without such consent shall be void.

This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties.

18. GENERAL

If the products purchased from Seller are to be used in the performance of a government contract or subcontract, no government requirements or regulations shall be binding upon Seller unless specifically agreed to by Seller in writing.

No modification, amendment, rescission, waiver, or other change in this Agreement shall be binding on Seller unless agreed to in writing by Seller.

The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein.

Failure or delay on the part of either party to exercise any right, power, privilege, or remedy herein shall not constitute a waiver thereof.

The section headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation of this Agreement.