Terms and Conditions
Keene Lane Co. Terms & Conditions of Sale
These Terms and Conditions of Sale (“Agreement”) constitute a binding contract between you (“You” or “Customer”) and Keene Lane Co, LLC (“Keene Lane,” “we”, “our,” or “us”), a Florida limited liability company. This Agreement governs all Orders placed with Keene Lane Co.
Article I. SCOPE OF AGREEMENT.
1.01 BY PLACING AN ORDER FOR PURCHASE OF A PRODUCT OR SERVICE OF ANY KIND WITH KEENE LANE (AN “ORDER”) IN ANY MANNER, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PLACE YOUR ORDER.
1.02 You must be over 18 years of age to place an Order. By placing an order, You represent and warrant that You are legally capable of entering into binding contracts and are at least 18 years old.
1.03 This Agreement may not be altered, supplemented, or amended by any other documents. Any attempt to alter, supplement or amend this Agreement shall be null and void, unless otherwise agreed to in a written agreement signed by both Keene Lane and You.
1.04 The terms and conditions in this Agreement are subject to change at any time, without prior written notice. For this reason, please check these terms and conditions carefully each time You place an order with us.
Article II. STANDARD PRODUCTS.
2.01 Standard Products. Keene Lane Co. offers certain pre-designed, non-customizable products for sale through its website located at keenelaneco.com, keenelanecoshop.com, and keene-lane-co.myshopify.com, including all subdomains (the “Site”). These products are referred to as “Standard Products.” This Article applies to Standard Products only.
2.02 Product Descriptions. Keene Lane Co. strive for accuracy in pricing and product related descriptions, information, and photographs on our Site but from time-to-time, it is possible that the Site will contain inaccurate or outdated or pricing or product information. Keene Lane does not guarantee the accuracy of any information on the Site and we disclaim liability for any such inaccuracies.
Prices and product offerings listed on the Site are subject to change without notice. Keene Lane reserves the right to adjust pricing, products and service offerings for any reason including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements.
2.03 Shipping of Standard Products. Keene Lane only ships within the United States. Keene Lane is not responsible for any Orders providing a shipment point outside of the United States and will cancel such Orders.
Unless otherwise noted during your online check-out, you are responsible for all shipping and related charges. Keene Lane will arrange for shipping with a carrier, but such costs are your responsibility. Shipping charges will be included in Your shopping cart and can be viewed on a summary screen prior to finalizing Your order. The shipping charge shown during the product checkout process is subject to verification and to correction or change without notice, provided that if the actual shipping charge is more than the amount shown in Your shopping cart, we will contact You with the correct shipping costs before processing Your Order, and You will have an opportunity to cancel Your Order.
2.04 Risk of Loss. You agree that the shipping terms for all Standard Products are FOB shipping point. This means that product title passes to You when Your order is shipped and risk of loss is upon You once we deliver the product to the shipping carrier.
2.05 Delivery Times. If provided, delivery times are estimates only and Keene Lane is not responsible for any delays in delivery which result from any circumstances beyond our control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. If an item in Your order is temporarily out of stock, we may hold Your order until it is complete prior to shipment.
2.06 Returns. In limited instances, Keene Lane Co. permits returns. Please review our full return policy at: https://keenelanecoshop.com/pages/refund-policy. Keene Lane Co. cares about our customers. If You are dissatisfied with a product, we encourage You to contact us at email@example.com.
In addition to this shipping and handling policy, your Standard Products order is governed by our shipping and handling policy, which can be found here: https://keenelanecoshop.com/pages/shipping-handling and our return policy, which can be found here: https://keenelanecoshop.com/pages/refund-policy.
Article III. CUSTOM PROJECTS.
3.01 Custom Projects. In addition to its Standard Products, Keene Lane Co. offers custom-made goods and related services for sale. This type of custom work is referred to as a “Custom Project.” This Article applies exclusively to Custom Projects.
3.02 Order Placed. An Order is considered irrevocably placed for a Custom Project when any payment is made to Keene Lane for the project.
3.03 Scope of Work for Custom Projects. The details regarding the scope of Your Custom Project, compensation, and expenses will be set forth in a Statement of Work (“SOW”) provided by Keene Lane to You. BY PLACING AN ORDER FOR A CUSTOM PROJECT, YOU AGREE TO ALL OF THE TERMS SET OUT IN THE SCOPE OF WORK. The Scope of Work for Your custom project is incorporated into this Agreement as though set forth in full herein.
3.04 Changes & Additional Services. Any changes to the SOW, additional services beyond those set forth in the SOW, or changes to work previously approved by You, must be set forth in a written change order and accepted by You and Keene Lane to be effective. Each such change order is incorporated by reference as though set forth in full herein. Each such change order shall be governed by the terms of this Agreement. The submission of a change order will impact the schedule and pricing for the Project.
3.05 Shipping & Delivery. Responsibility for delivery of the Custom Project and payment of any associated shipment and delivery costs will be set out in the SOW.
3.06 Conflict with SOW. In the event of a conflict between the terms of this Agreement and the SOW, the SOW shall control.
3.07 Manner of Completion. Keene Lane shall provide the services under the general direction of You, but Keene Lane shall determine, in Keene Lane’s sole discretion, the manner and means by which Your Custom Project is accomplished.
3.08 Cooperation Required. You agree to cooperate with Keene Lane and comply with all reasonable requests by Keene Lane including but not limited to requests for information related to the Custom Project, requests for meetings, and requests for approvals. You understand that failure to cooperate with or timely respond to requests by Keene Lane could result in a delay in completion of the Custom Project.
3.09 Reliance on Information. Keene Lane shall be entitled to rely on the accuracy and completeness of the information provided by You. Keene Lane shall not be responsible for calculations, specifications, or designs based on erroneous, inaccurate, or incomplete information provided by You.
3.10 Contractual Relationship. Keene Lane is an independent contractor, not an employee of You. Keene Lane shall complete Your Custom Project under Your general direction of You, but Keene Lane shall determine, in it’s sole discretion, the manner and means by which the Project is completed.
3.11 No Authority to Bind. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
3.12 Right to Photograph. Keene Lane has the right to photograph the production process of the Custom Project as well as the final product.
3.13 Portfolio Rights. Keene Lane retains a perpetual, world-wide, unrestricted right to publish and display designs and photographs of Your Custom Project, in all phases from start through completion, without the necessity of obtaining further permission from You. This authority includes, without limitation, the ability to utilize the photographs in promotional materials, like portfolios and websites, without the necessity of obtaining further permission from You. Keene Lane may generally describe its role in relation to the Custom Project, and if applicable, the services provided to You on its website, social media, and in other promotional materials.
3.14 Artistic Judgment & Release. The building and creation of custom products, including, without limitation, furniture, home décor, and accessories, is a subjective art. Keene Lane will use reasonable efforts to produce a finished product that is consistent with Your suggestions and desires; however, Keene Lane shall have final say regarding the aesthetic judgment and artistic quality of the Custom Project.
By entering into this Agreement, You warrant that You have spent what You consider to be an adequate amount of time reviewing Keene Lane’s prior work and to ask Keene Lane questions regarding its experience, artistic style, and intended approach to the Custom Project.
Your dissatisfaction with Keene Lane’s aesthetic judgment does not constitute a breach by Keene Lane and shall not be a basis for termination or this Agreement or failure to pay compensation due under this Agreement.
ARTICLE IV. LIMITATIONS OF LIABILITY; DISCLAIMERS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEENE LANE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY PROVIDED IN THIS AGREEMENT. THIS DISCLAIMER SPECIFICALLY INCLUDES, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE.
KEENE LANE WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
KEENE LANE’S SOLE LIABILITY AND YOUR SOLE REMEDY FOR ANY CLAIMS, WHETHER BASED IN CONTRACT OR TORT, AT LAW OR IN EQUITY, FOR ANY LOSS OR DAMAGES ARISING, RESULTING FROM, OR CONNECTED WITH THE PRODUCTS AND THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF THE ACTUAL AMOUNT OF SUCH LOSS OR DAMAGES OR THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM.
Article V. MISCELLANEOUS PROVISIONS.
5.01 Headings. Headings are used for convenience only and in no way define, limit or extend the scope of this Agreement.
5.02 Controlling Law; Venue. This agreement is governed by and construed in accordance with the laws of the State of Florida. You and Keene Lane hereby expressly consent to the exclusive personal jurisdiction of the state and federal courts located in Duval County, Florida, without regard to conflicts of law, and further agree that said courts shall be the exclusive venue for resolution of disputes arising out of this Agreement.
5.03 Survival. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect.
5.04 Severability. If any terms or provisions of this Agreement are determined to be unlawful or unenforceable for any reason, that section or portion of a section shall be stricken from the Agreement, and the remaining provisions continue in full force and effect.
5.05 Waiver. A waiver of any term or condition of this Agreement or of any breach of this Agreement shall not be deemed a waiver of any other term or condition of this Agreement or any part hereof or of any later breach of this Agreement. Any waiver must be in writing.
5.06 No Assignment or Delegation by You. You may not assign any part or all of this Agreement, or subcontract or delegate any of their respective rights or obligations under this Agreement.
5.07 No Third-Party Beneficiaries. This Agreement is made solely and specifically among and for the benefit of the Keene Lane and You. No other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
5.08 Entire Agreement. This Agreement is the full, final, complete and exclusive agreement of the Parties with respect to the subject matter of this Agreement. It supersedes and merges all prior discussions between the Parties.