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Terms of Sale

Last updated: February 5, 2024

Please read these Terms of Sale ("Terms," "Terms of Service," “Terms of Sale”) carefully before using the https://www.otile.com website (the "Website") operated by Otile, a Limited Liability Company formed in California, United States  ("us," "we," "our," “seller”) as this Terms of Service contains important information regarding limitations of our liability and your (“you,” “buyer”) relationship with us as a purchaser of our goods. 

Your access to and use of this Website and any purchases made herein are conditional upon your acceptance of and compliance with these Terms, as well as our Terms of Use. These Terms apply to everyone, including but not limited to visitors, users, buyers and others, who wish to access and use the Website. By accessing or using the Website, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have our permission to access or use the Website.

In addition, you agree to be bound by and otherwise accept these terms and conditions of sale as a condition of sale of the goods listed on this website.

Our offers and pricing

We offer goods for sale on this Website.  The price of these goods can be found listed on the Website. This price does not include taxes, fees, duties, customs, or other fees that you may be charged unless otherwise indicated on the checkout page. Prices are subject to change without notice.

Requesting a Sample

We highly recommend requesting a complimentary sample to closely examine color, thickness, bevel, finish, shade, and more before finalizing your order. This ensures a confident choice and minimizes the potential for returns.

In the event of a return due to color preferences, both the original shipping charges and a 25% restocking fee will be deducted from the credit total. This fee applies to all orders, regardless of whether the item was returned without any quality issues.

Accuracy and Updates: OTILE does not accept liability for errors or omissions on the Site, including product display pages. OTILE reserves the right to change information, prices, specifications, and descriptions without notice. Product descriptions may not always be accurate, complete, reliable, current, or error-free.

Color and Texture Representation: While OTILE makes reasonable efforts to display accurate colors and details, variations may occur due to monitor differences. OTILE does not guarantee the exact representation of product color, texture, or detail.

List Price Definition: The List Price on a product display page represents the full retail price set by OTILE or the product's manufacturer or supplier. It does not include additional charges like shipping, handling, customs, duties, or taxes.

Comparison Prices: Strike-through or comparison prices are based on manufacturer/vendor reports or comparative surveys and may not always reflect OTILE's previous selling price. OTILE does not guarantee the accuracy of such information, and customers are encouraged to conduct their own comparison shopping.

Price Changes: Placing an item in the cart does not guarantee the List Price. Prices may change between placing the item in the cart and completing the purchase. OTILE has no obligation to fulfill orders with incorrect List Prices and will inform customers of any errors.

While OTILE endeavors to provide accurate product descriptions, it's important to note that errors may occur, and discrepancies may arise due to manufacturer-provided information.

Payment Terms

You shall pay all invoiced amounts due to us on receipt of our invoice. You shall make all payments hereunder by via credit card, check or other method as agreed to and in US dollars.

You shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall reimburse us for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), we shall be entitled to suspend the delivery of any Goods if you fail to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof.

You shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with us, whether relating to our breach, bankruptcy, or otherwise.

Purchases

When you make a purchase on the Website, you will be using a third-party payment processor, Stripe, that will collect your payment information and process your payment. We are not responsible for the collection, use, sharing or security of your billing information by Stripe. The following payment method(s) are accepted by the third party payment processor: all major credit cards including American Express, Discover, MasterCard, and Visa.

You hereby represent and warrant that you have the legal right to use the payment method(s) in connection with any purchase and that the information that you supply to us and to the third-party payment processor(s) is true, correct and complete.

Confirmation Not Binding: Receipt of order confirmation does not confirm OTILE's acceptance or constitute an offer to sell. OTILE reserves the right to refuse or cancel orders for various reasons.

Cancellation by OTILE: OTILE may cancel orders due to quantity limitations, inaccuracies, payment issues, product pricing errors, resale purposes, or breaches of Terms of Sale. If payment has been made, OTILE will issue a refund to the payment method used for the purchase.

Cancellation policy

We offer cancellations on purchases made of the goods offered on our Website. We offer cancellations only prior to shipment or prior to the ordering of special items necessary to fulfill your order. You may cancel your order by contacting us at [email protected]. You will not be charged a cancellation fee if you cancel your purchase by emailing us as outlined previously prior to the shipment of your order. 

Notwithstanding the above, we do not allow cancellations for custom orders, container orders or clearance items. Once your order has shipped or special items are ordered from the manufacturer, cancellations or modifications are not possible. If needed, contact our customer support team for assistance.

We will issue you a refund of the full purchase price that you paid if you cancel your purchase.

We reserve the right to cancel your purchase for any reason, at our sole discretion, including but not limited to fraud, inaccuracies, and unavailability of the items or services purchased. We will let you know immediately if we plan on cancelling your purchase.

We will issue you a refund of the full purchase price that you paid if we cancel your purchase.

Refund policy

We offer refunds on purchases made of the goods offered on our Website. To qualify for a refund, you must submit your request to us within thirty (30) days of your purchase date by contacting us. The item you are returning must be in resalable condition, free from scratches or defects, uninstalled, in the original packaging, and without missing pieces. We offer refunds on any purchases made of the goods offered on our Website for any reason. All refunds are subject to a 25% restocking fee. The original shipping charge and restocking fee are deducted from the credit total.

Returns outside of the 30-day refund period will not be accepted.

You are required to ship your purchased goods back to us to receive a refund. We will not be able to issue you a refund if you do not ship the goods back to us. You will be responsible for paying all shipping and handling costs on any purchases that you are requesting a refund on. Please ship your purchased items to us at the same warehouse that they were shipped from. This information will be provided with your shipment. Our warehouses are located within the United States.

Exceptions to our Return Policy

Clearance items & Cut Orders: Non-refundable; sale is final.

Returns Due to Color, Incorrect Thickness, Incorrect Bevel, Nominal Size Difference: In the event of a return due to color preferences, return shipping is your responsibility. Both the original shipping charges and a 25% restocking fee will be deducted from the credit total. This fee applies to products returned without any quality issues.

Returns Due to Incorrect Shade or Dye Lot Number: Please note that sales are final for products with incorrect shade or dye lot numbers. No returns or refunds are permitted. It's crucial to provide the accurate dye lot number to ensure compatibility with existing installations.

Returns Due to Mistake in Order: A 25% restocking fee applies. You're responsible for return shipping. The original shipping charge and restocking fee are deducted from the credit total.

Returns Due to Incomplete Order: A 25% restocking fee applies. You're responsible for return shipping for any items you want to return.

Refunds occur within 4–6 weeks from return. The email receipt confirms the credit amount. OTILE will issue a refund to the payment method used for the purchase.

Feel free to reach out for assistance or clarification on sample requests and returns by contacting us at [email protected]. We're here to help you make informed decisions and ensure your satisfaction with our products.

Shipping policy

The goods will be delivered within a reasonable time after the receipt of your order, subject to availability of finished Goods. We shall not be liable for any delays, loss, or damage in transit.

We may, in our sole discretion, without liability or penalty, make partial shipments of Goods to you. Each shipment will constitute a separate sale, and you shall pay for the units shipped whether such shipment is in whole or partial fulfillment of your purchase order.

When you purchase our goods, either we or a third party will ship these goods to you. If a third party is used for shipping, the shipping will be governed by that third party’s Terms of Service and other applicable policies. Please contact us to gain access to the third party’s identity and policies.

When you place your order on our website, the shipping cost will be calculated and presented to you during the checkout process. 

We shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless you give written notice to us of the non-delivery within five (5) days of the date when the Goods would in the ordinary course of events have been received. Our liability for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

Title and Risk of Loss. Title and risk of loss pass to you upon delivery of the Goods at the delivery point you provide to us when placing your order. As collateral security for the payment of the purchase price of the Goods, you hereby grant to us a lien on and security interest in and to all of your right, title, and interest in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.

Delayed Pickup: Orders not picked up within 30 days are automatically canceled unless prior arrangements are made in writing.

Delayed Delivery: We do our best to ship promptly. No refunds or coverage for delays caused by carriers; contact us before shipping if you need to cancel.

Products Damaged During Delivery: Inspect your order upon receipt. Signing for it in good condition voids replacements. Follow our process for visible damage, replacements, and hidden damage.

Recognizing Observable Damage: If you detect any evident damage to the crates, such as imperfections or signs of tampering, it is crucial to clearly document these observations on the paperwork. Utilize assertive and precise language; for instance, state "APPARENT DAMAGE - CRATES BROKEN / TAMPERED - 2 BOXES DAMAGED." In instances where the damage is significant, feel empowered to promptly decline or reject the shipment to ensure the integrity of the delivered goods.

Free Shipping Promotions: Conditions apply; separate shipments may incur additional charges.

SAVER Pickup & Delivery Policy: Timelines are estimates; no responsibility for carrier delays. Replacements shipped on the next SAVER delivery truck.

Acceptance of Delivery and Proof of Delivery: Tiles are typically delivered curb side. Given the operational efficiency and logistical constraints faced by our delivery personnel, they may not be able to wait for extended periods to obtain a direct customer signature upon delivery.

In cases where obtaining a direct customer signature is impractical, we reserve the right to use alternative proof of delivery methods, such as photographs or driver notes. By accepting our Terms of Sales, customers acknowledge these alternatives as valid proof of delivery.

No warranty on purchases

The items or services displayed or sold on this Website are provided “as is.” For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE GOODS OR ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Remedies

You agree that the remedy for breach of this Terms of Sale as it relates to your purchase shall be to pursue dispute resolution as provided in the “governing law, severability, dispute resolution, venue and class action waiver” section below. These remedies are intended to be your sole and exclusive remedies for any breach of this Terms of Sale as it relates to your purchase.

Accounts

When you create an account on our Website, you guarantee that you are 18 years of age or older and that the information that you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Website.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Website or a third party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

We reserve the right to terminate your account anytime at our sole discretion. You can terminate your account by contacting us.

Availability, errors and inaccuracies

We assume no liability for the availability, errors or inaccuracies of the information, products or services provided on this Website. We may experience delays in updating information on this Website and in our advertising on other websites. The information, products and services found on the Website may contain errors or inaccuracies or may not be complete or current. Products or services may be incorrectly priced or unavailable. We expressly reserve the right to correct any pricing errors on our Website. The inclusion or offering of any product or service on this Website does not constitute an endorsement or recommendation of such product or service by us. 

Limited Warranty 

Seller warrants to you that for a period of 30 days from the date of shipment of the Goods ("Warranty Period"), that such Goods will materially conform to the specifications set forth on Seller’s website in effect as of the date of shipment and] will be free from material defects in material and workmanship.

EXCEPT FOR THE WARRANTY SET FORTH IN HEREIN, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third-Party Products are not covered by the warranty this section. 

For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

The Seller shall not be liable for a breach of the warranty set forth herein unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within five (5) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and you (if requested to do so by Seller) returns such Goods to Seller's place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Goods are defective.

The Seller shall not be liable for a breach of the warranty set forth herein if: (i) You make any further use of such Goods after giving such notice; (ii) the defect arises because You failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) You alter or repair such Goods without the prior written consent of Seller.

Subject to this section, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, You shall, at Seller's expense, return such Goods to Seller.

THE REMEDIES SET FORTH HEREIN SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN.

Damages and limitation of liability

In no event shall Otile be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of, relating to or in any way connected with your access to, display of or use of this Website or with the delay or inability to access, display or use this Website, including but not limited to your reliance upon opinions or information appearing on this Website; any computer viruses, information, software, linked websites operated by third parties, products or services obtained through this Website, whether based on a theory of negligence, contract, tort, strict liability, consumer protection statutes or otherwise, even if Otile has been advised of the possibility of such damages. 

IF, DESPITE THE LIMITATION ABOVE, SELLER IS FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE, THEN THE LIABILITY OF SELLER WILL IN NO EVENT EXCEED THE SERVICE FEES YOU PAID TO SELLER IN CONNECTION WITH SUCH TRANSACTION(S) ON THIS WEBSITE. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS OF USE INURE TO THE BENEFIT OF SELLER. 

The aggregate liability of Otile arising out of or relating to this Website, whether arising out of or related to breach of contract, tort (including negligence) or otherwise shall be limited to the amount of fees actually received by Otile from you.

Compliance with Law

You shall comply with all applicable laws, regulations, and ordinances. You shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that you need to carry out your obligations under this Agreement. You shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by you. You assume all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

Termination

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if you: (i) fail to pay any amount when due under this Agreement and such failure continues for ten (10) days after your receipt of written notice of nonpayment; (ii) have not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

Waiver

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Confidential Information

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, you shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to you at the time of disclosure; or (c) rightfully obtained by you on a non-confidential basis from a third party.

Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, OTHER POTENTIAL DISASTERS OR CATASTROPHES, SUCH AS EPIDEMICS, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. 

The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) days following written notice given by it under this Section, the other party may thereafter terminate this Agreement upon five (5) days' written notice.

Assignment

You shall not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.

Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Links to third party websites

This Website may contain hyperlinks to websites operated by third parties and not by us. We provide such hyperlinks for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is your responsibility to take precautions to ensure that whatever links you click on or software that you download, whether from this Website or other websites or applications, is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. 

Governing law, severability, dispute resolution and venue

These Terms shall be governed and construed in accordance with the laws of the state of California, United States, without regard to its conflict of laws provisions. These terms shall not be governed by the United Nations convention on contracts for the sale of international goods, the Uniform Commercial Code, nor Incoterms.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Website, and supersede and replace any prior agreements we might have had with you regarding the Website. 

Any controversy or claim arising out of or relating to these Terms including but not limited to the interpretation or breach thereof shall be resolved in a court of competent jurisdiction in Los Angeles County, California.

You and Otile agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any class or representative action.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Governing Law, Submission to Jurisdiction/Arbitration and Survival.

Changes to Terms of Service

We reserve the right to make changes to these Terms of Sale at any time. We will not provide you with any notice when we make changes to these Terms of Sale. 

Questions

If you have any questions about our Terms of Service, please contact us at [email protected].