Terms and conditions

General Information and Applicability

Imaginative Design NA Inc. ("Hem") is a corporation registered in Delaware, USA, with an office at c/o Clifton Larson Allen, 222 Main St, Suite 200, Racine, WI 53403. Hem’s e-mail address is info@hem.com.

Hem markets and sells furniture and other interior items (the "Products") through Hem’s websites, hem.com and pro.hem.com (together, the "Web Shop"), and from Hem’s offices.

These terms and conditions apply to the marketing and sale of the Products.

These terms and conditions apply exclusively to Customers acting in the course of their trade, business or profession and do not apply to consumers.

These terms and conditions are subject to more favorable terms and conditions that may follow from mandatory law.

These terms and conditions shall take precedence over the Customer’s additional or different terms and conditions, to which notice of objection is hereby given, unless Hem specifically agrees to them in writing.

Ordering

Once a final Order Confirmation has been issued by Hem, the Order is considered final and binding.

The Customer must review the Order Confirmation as soon as it is received and notify Hem immediately of any discrepancies. Notification of a discrepancy is intended to correct an error between the Customer’s submitted Order and Hem’s Order Confirmation and does not provide the Customer with a general right to change or cancel an Order.

If Hem is not notified of any discrepancy within 48 hours, the Order Confirmation will be deemed accurate.

Placing an Order – Web Shop

Hem recommends that the Customer places their Orders through the Web Shop. This provides the Customer with the most up-to-date portfolio and pricing, the ability to check stock levels and lead times, Product information, 3D files, file claims, and the ability to pay by card to release an Order immediately.

When an Order is placed through Hem’s Web Shop, the Customer will receive an automated acknowledgement confirming that the Order has been received.

Where payment is made by card, the Order may be confirmed and released immediately. Where payment is made by bank deposit, Hem will issue the final Order Confirmation and relevant payment documentation separately.

The Order becomes final and binding once the final Order Confirmation has been issued by Hem.

Please note that placing Orders through Hem’s Web Shop is not available in all countries.

Placing an Order – Email

The Customer can also send an Order by email to orders@hem.com.

It is the Customer’s responsibility to ensure that the Order is correct and includes all the information that Hem may need to process it, such as quantity, description and SKU. The Customer must use the Product names and SKUs as used in Hem’s Web Shop and price list.

Hem will send the Customer an Order Confirmation as soon as the Order has been entered into Hem’s internal sales system. Hem will aim to send an Order Confirmation to the Customer within two to four working days from receiving the Order.

The Customer must always check the Order Confirmation as soon as it is received and contact Hem immediately if any discrepancies are found. If Hem is not notified of any discrepancy within 48 hours, the Order Confirmation will be deemed accurate.

Changing or Cancelling an Order

Once an Order Confirmation has been issued, the Order is considered final and binding.

Made-to-Order, Custom and Non-Standard Products

Made-to-Order Products, Non-Standard Products and Products with customized fabrics or leathers cannot be cancelled or modified after an Order Confirmation has been issued.

Any exception must be approved by Hem in writing.

If Hem approves a cancellation or change, a fee may be charged to cover incurred costs.

Standard Products

Standard Products may only be cancelled or modified with Hem’s prior approval and provided that production or pick & pack has not started.

If Hem approves a cancellation or change, a fee may be charged to cover incurred costs.

The fact that production or fulfilment has not yet commenced, including because required payment has not yet been received, does not affect the binding nature of the Order or provide the Customer with an automatic right to cancel or modify the Order.

Returns

Hem offers Business Customers a 14-day return period for eligible Standard Products.

The 14-day return period begins on the date the Customer receives the Product.

To request a return, the Customer must notify Hem within the 14-day return period. Hem will provide the applicable return address and return instructions.

The Customer is responsible for arranging and paying for the return shipping.

Once the return has been received and approved, Hem will refund the applicable amount using the original payment method unless otherwise agreed.

Any original expedited, premium or other additional delivery charges are non-refundable, except where required by applicable law.

Returned Products must be unused, in a condition acceptable to Hem, and returned in their original packaging. Hem may deduct any reasonable costs incurred in connection with the return, including handling, inspection, repackaging or loss in value, where applicable.

Made-to-Order, Custom and Non-Standard Products are not eligible for return unless otherwise approved by Hem or where the return forms part of an approved claim or warranty remedy.

Payment

Payment shall be made in accordance with the payment terms specified in the Order Confirmation or corresponding invoice.

Where payment is required before production or fulfilment, Hem will not commence production, procurement, picking, packing or shipment until the required payment has been received.

The fact that production, procurement or fulfilment has not yet commenced due to outstanding payment does not affect the binding nature of the Order or provide the Customer with a right to cancel or modify the Order.

If payment is received later than required, any previously communicated production, shipment or delivery dates may be adjusted accordingly.

Delivery

All Products are shipped with a well-reputed carrier of Hem’s choice to the address stated by the Customer, or to a pick-up point connected to the stated address and used by the carrier.

Hem has no obligation to assure that the stated address is valid.

The shipping cost, including any applicable taxes and fees, shall be borne by the Customer unless separately agreed with Hem.

Any and all costs levied upon Hem due to an incorrect address or failure to accept delivery will be charged to the Customer.

Products returned to Hem due to failure to accept delivery will not be re-shipped and Hem will have no obligation to refund the purchase price or other charged costs. This shall, however, not apply in the event the Customer requests re-delivery within 14 days from the date of failure to accept delivery and pays the costs for the re-shipping.

Ex Works

Where Ex Works (EXW) delivery has been agreed and approved by Hem, delivery shall be EXW the location confirmed by Hem in Poland or Illinois, USA, Incoterms® 2020. The Customer is responsible for arranging collection and onward transportation from the confirmed location.

Installation is not included unless separately agreed with the Customer.

Transfer of Ownership

Transfer of ownership of purchased Products occurs when (i) the Product is delivered and (ii) full payment of the purchase price has been received.

The Customer will not be entitled to dispose of the Product before transfer of ownership has occurred. Hem has the right to re-take delivered Products not paid for.

Change of Delivery Address

The Customer may request a change of delivery address no less than 21 days before the required delivery date.

Changing the delivery address may change the delivery cost, applicable tax rate and/or delivery timeline.

Any change of delivery address is subject to Hem’s confirmation.

Delivery Time

Lead times for Standard Products vary from Product to Product. Lead times for Non-Standard, Made-to-Order or Custom Products are agreed upon on a case-by-case basis.

The delivery date is only an estimated delivery date and Hem cannot be held liable for any damage or loss that the Customer may suffer as a result of delay or non-delivery.

In the event Hem learns that it is not possible to deliver the Products within the agreed period, the Customer will be informed of the delay as soon as possible and informed of a new expected shipment week.

A delay does not automatically result in cancellation of the Order. Any cancellation as a result of a delay must first be agreed with Hem, unless otherwise required by mandatory applicable law.

Hem will, in case of an agreed cancellation, return all payments for the Product to the Customer as soon as practically possible, and in no case later than 30 days from the date of the cancellation.

Damaged on Arrival or Mis-Shipment

The Customer is responsible for inspecting the delivery upon receipt, including checking the packaging and confirming that the number of packages corresponds to the delivery note.

If the Products and/or packaging show visible signs of damage upon receipt, the Customer must accept the delivery with reservation and record the damage on the waybill, POD, CMR or electronic PDA (delivery note), as applicable. Where the damage appears significant, the Customer should inspect the Product together with the carrier to confirm whether the Product itself is damaged.

Any damage or loss incurred during transport must be reported to Hem through the applicable claims process no later than 48 hours after receipt. If no reservation is noted on the applicable delivery document and no claim is submitted within 48 hours of delivery, the Customer will be deemed to have accepted the delivery without visible fault.

The Customer must also notify Hem within 48 hours of receipt in the event of a Mis-Shipment, where the Products delivered differ from the Products stated in the Order Confirmation. Hem will review the claim, including carrying out an inventory check where appropriate, and if a discrepancy is confirmed, Hem will notify the Customer and arrange an appropriate replacement or other remedy.

Hem will communicate the expected timeframe for any replacement delivery, which will be no shorter than 7 days.

Replacement Products can only be delivered to the same delivery address as the original Order. Hem is not liable for any onward delivery, mounting costs or other third-party costs in relation to the replacement.

Unavailability of Components

Hem has the right to cancel Orders if the Product, or parts of the Product, are no longer possible to source from Hem’s sub-suppliers and cannot be sourced through reasonable efforts and/or at reasonable prices from other sub-suppliers.

Hem will, in case of a cancellation, return all payments for the Product to the Customer as soon as practically possible, and in no case later than 30 days from the date of the cancellation.

Prices

The prices of the Products are stated in the Web Shop, or otherwise separately agreed with the Customer.

The prices stated in the Web Shop are subject to change and may be changed without advance notice.

Any applicable shipping costs will be added to the stated prices of the Products and will be stated separately in the ordering form in the Web Shop before completing the Order, or otherwise separately agreed with the Customer.

Applicable sales tax or other taxes, where required, may be added during the ordering process in the Web Shop.

The Customer is responsible for paying any and all applicable sales, use or other taxes in addition to taxes charged by Hem.

The Customer is further responsible for paying any and all other applicable taxes, fees and customs charges for the Products and their delivery, unless separately agreed with Hem.

The Products

Hem does not guarantee that the true colors, shapes, and other features of the Products are accurately reflected in the Web Shop or in presentation/advertising material, due to the Customer’s computer or monitor settings, or due to deficiencies in the depiction or the description of the Products.

Hem warrants that the Products are free from defects for five (5) years from the date of delivery.

The 5-year Product warranty does not apply in the following situations (the list is non-exhaustive):

If the Product has been stored, assembled, or maintained wrongly.
If the Product has been abused, misused, or cleaned using the wrong cleaning methods.
If the Product has been altered or repaired by anyone else than Hem.
If a Product deviates from a color sample, sample of wood or other kinds of sample as such samples can only be considered as a guiding example.
Damage due to normal wear and tear, cuts or scratches, or damages caused by impact or accidents.
In cases of consequential or incidental damage.
If replacement of gliders is needed and/or in case of damage due to lack of replacement of gliders.
If the Product has been placed outdoors or in a humid environment.

The Customer is to refer to Hem’s Care Guides for specific care instructions and guidance made available for each Product variant.

Defects in Products supplied must be notified no later than 48 hours from receipt of the Products. Concealed defects are to be notified immediately after discovery. Hem will have no obligation to remedy a defect in the event of failure to accordingly notify a defect.

In the event of a defect, Hem will, in its own sole discretion, either remedy the defect or exchange the Product as soon as practically possible after receiving notification about the defect.

In the event it is not possible to remedy the defect or exchange the Product, Hem will reimburse the purchase price of the Product reasonably adjusted for any wear and tear.

These remedies are exclusive, and Hem is not liable for any remedial or repair work done by the Customer or a third party under the Customer’s instruction.

Resale of the Product

The Customer shall not sell any Products to any resellers without the prior written consent of Hem.

The Customer shall not resell the Product for greater than the retail price listed on the Web Shop.

Intellectual Property Rights

A purchase of Products does not constitute a transfer of ownership or license to use any intellectual property rights related or pertaining to the Products, including copyright and pattern rights, to the Customer.

Complaints

All complaints regarding a Product shall be sent to Hem using the claims process communicated by Hem.

Limitation of Liability

Hem shall not be liable for any loss, damages, claims or costs whatsoever, including any consequential or indirect damages or costs, due to the use of the Products.

Force Majeure

Force majeure events such as breakdowns, strikes, pandemics, or other disruptive influences beyond Hem’s control, or that of Hem’s suppliers, release Hem from its delivery commitments and any other obligations in relation to the Customer for the duration of the disruptive influence and of the consequences thereof.

Miscellaneous

All costs for contacts with Hem for the purpose of ordering Products or otherwise, whether through Hem’s Web Shop, by telephone, by e-mail, by regular mail or otherwise, shall be borne by the Customer.

The Customer visits and uses the Web Shop at its own risk. Hem shall have no liability whatsoever for any damage caused to the Customer’s computer hardware, software or other equipment due to viruses, worms or similar contracted from the Web Shop.

Governing Law

The laws of the State of Delaware, without regard to its conflict of laws principles, shall exclusively apply to these terms and conditions and to all purchases of Products.

Any dispute arising out of or in connection with these terms and conditions shall be settled by a court of competent jurisdiction in the State of Delaware.