1. The agreement between us

Your purchase is governed by three documents together: the written quotation we provide (the “Quotation”), the sales contract you sign (the “Sales Contract”), and these Sales Terms & Return Policy. Together these form the “Agreement.”

If anything in these Sales Terms & Return Policy is inconsistent with or contrary to your Quotation or Sales Contract, the Quotation or Sales Contract controls.

2. Quotations, pricing and deposit

Pricing is set out in your Quotation and is valid only for the period stated in it (the “Quotation Period”). A deposit of at least fifty percent (50%) of the total price is due at the time you sign and return the Sales Contract.

If we do not receive your signed Sales Contract together with the full deposit within the Quotation Period, the Quotation automatically becomes void. Pricing, other terms and product availability may then be discontinued or changed at any time at Empire’s sole and absolute discretion.

Once you sign and return the Sales Contract and pay Empire the full deposit, you and Empire have entered into a binding contract for the sale and purchase of the product(s) on the terms of the Sales Contract, which includes these Sales Terms & Return Policy.

3. Cancelling an order

You may cancel a Sales Contract only within forty-eight (48) hours of the time you signed it (the “Sales Cancellation Period”), and only if Empire receives written notice of your cancellation within that period, subject to the return provisions in Section 4 below.

Unless properly cancelled within the Sales Cancellation Period, the Sales Contract is final, binding and non-cancellable. Products are non-returnable, cannot be refused by you, and no refund will be permitted or given.

4. Returns and refunds after a proper cancellation

This Section applies only if you have properly cancelled within the 48-hour Sales Cancellation Period described in Section 3 above. If you have not cancelled within that period, your purchase is final and the products cannot be returned or refunded — see Section 3 above.

If the Sales Contract is cancelled within the Sales Cancellation Period and the products have already been shipped or delivered to you (for example, ready-to-ship or accessory products), returns and refunds are given subject to your timely and complete fulfilment of all of the following:

• you must obtain written permission from Empire before returning any products;
• returned products must be returned to Empire within fourteen (14) days of the date of the Sales Contract; and
• returned products must be in brand new, sellable condition, with original packaging and instructions.

Refunds are subject to all of the following:

• refund decisions are made by Empire after we receive and inspect the returned products;
• refunds are distributed to you minus shipping and delivery costs to and from you and Empire, if applicable, and minus a restocking fee of twenty-five percent (25%);
• refunds are processed once the returned products have been received by Empire; and
• refunds are issued to the original form of payment, except for cash and check purchases, for which a corporate check is issued. Refunds generally take approximately fifteen (15) business days to process. In accordance with state and local laws, any taxes you paid to Empire will be refunded.

5. Product availability and lead times

Products in stock will generally be delivered within two (2) to four (4) weeks, depending on the delivery location. Lead times for custom and customized products vary due to product availability and the manufacturing or customization process, and delays.

No time frame for the manufacture or customization of the products is represented, warranted or guaranteed.

6. Estimated delivery and shipment

Once Empire determines that the products are ready for delivery, we will contact you and provide an approximate delivery date (the “Estimated Delivery Date”) to initiate finalization, shipping and delivery of the Sales Contract.

The Estimated Delivery Date is an estimate, and no time frame for delivery is represented, warranted or guaranteed. You have no right to cancel a Sales Contract as a result of any delivery or shipping delay, and Empire is not responsible or liable for delivery or shipping delays.

7. If you cannot take delivery: storage fees

If you are unwilling or unable to accept the Estimated Delivery Date within thirty (30) days, for any reason or no reason:

• you will automatically be charged Empire’s then-current monthly storage fee, per item or safe, payable by the fifth (5th) day of each month. Storage fees are in addition to the remaining balance of the Sales Contract and all other amounts that are or become due, including late charges, and continue until you accept delivery and receive the product(s); and
• you will automatically be liable for, and must pay, any increase in shipping and delivery prices and costs applicable at that time.

Storage fees begin to accrue automatically and immediately once Empire gives you notice of the Estimated Delivery Date and either (i) you advise Empire that you are unwilling or unable to accept it, or (ii) you fail to give Empire notice that you accept the Estimated Delivery Date within five (5) business days of the date Empire gave you that notice.

Storage fee rates are determined by Empire and are subject to change from time to time at Empire’s sole and absolute discretion. Empire will endeavor to give you notice of the rates and of any changes to them.

8. Shipping and installation

If Empire arranges delivery and you select our suggested installer.

If you request Empire to assist with arranging delivery and elect to use Empire’s suggested installer (the “Suggested Installer”), we will notify the Suggested Installer and arrange for shipping the product(s) to the delivery location inside your residence as the final location. The delivery term is “Freight On Board (FOB) Delivery Location,” which means title to the products and the risk of loss pass to you, and Empire has no further responsibility for the product(s), when they are delivered to the FOB delivery location.

If you arrange delivery and select a different installer.

If you use an installer other than Empire’s Suggested Installer, you are responsible for the shipment, delivery and installation of the product(s). The delivery term is “FOB Origin,” which means title to the product(s) and the risk of loss pass to you, and Empire has no further responsibility for the product(s), when they are made available for pickup by or for you or your selected shipper (for example, a common carrier, licensed trucker or vessel) and leave Empire’s loading dock.

In both cases you will be charged, and must pay, the remaining balance of the Sales Contract together with applicable shipping charges and taxes. You are deemed to authorize Empire to charge that remaining balance to your original form of payment prior to delivery, without requiring a subsequent acknowledgement, approval or authorization.

You are under no obligation to select or use the Suggested Installer. The Suggested Installer is not a subsidiary, affiliate, joint venturer, partner, employee, representative or agent of Empire.

Empire bears no responsibility or liability for the acts and/or omissions of any installer — whether the Suggested Installer or one you select — arising out of or related to the handling or installation of the product(s), or otherwise, including, but not limited to, damage, injury or death.

9. Acceptance and inspection

Please inspect your delivery. Subject to the terms, conditions and limitations of the warranty in Section 10 below, if there is any visible damage to the product(s) or the shipping crate, you must write the details of the damage or issue on the delivery receipt. As to damage or defects that are not visible, you must notify Empire in writing of any non-conformity, defect or problem with the product(s) within seven (7) days of delivery.

Failure to report visible damage, or to provide written notice to Empire within that period, constitutes your unequivocal and unconditional final acceptance of the product(s).

Your sole and exclusive remedy for visible damage, non-conformity, defect or problem with the product(s) is repair or replacement, at Empire’s option in its sole and absolute discretion, as provided in and subject to all of the conditions, restrictions and limitations of the applicable Empire limited warranty. Return of the product(s) to Empire for a refund is excluded as a remedy.

10. Limited warranty

Empire is proud of the workmanship of its products. Subject to all of the other terms and conditions of this limited warranty, Empire warrants to the original buyer that the following will be free from defects in materials and workmanship for the periods shown below. If a defect in materials or workmanship appears during the applicable warranty period, Empire will repair or replace the item at no cost to you.

Item	Warranty period	Measured from
Safes	1 year	Date of actual installation
Mechanical locks (including dial and ring)	3 months	Date the safe was installed, or the date a replacement lock or part is installed
Electronic locks and keypads	3 months	Date the safe was installed, or the date a replacement lock or keypad is installed
Accessories	6 months	Date the new safe and/or accessory is installed

Accessories include, but are not limited to: shelves, custom cabinetry, jewelry tray inserts, jewelry storage trays, foam watch inserts and custom paint finishes.

THIS LIMITED WARRANTY COVERS AND APPLIES ONLY TO EMPIRE SAFES, LOCKS AND ACCESSORIES (AND PARTS THEREOF) (COLLECTIVELY, “PRODUCT”), AND DOES NOT COVER OR APPLY TO THE CONTENTS OF THE SAFE.

This limited warranty does not cover or apply to a product that has been accidentally damaged, tampered with, misused, abused, neglected or subjected to unusual or extreme conditions or environments, or to unreasonable wear and tear, or to user error in the operation of the product.

This limited warranty does not cover or apply to product defects caused by disassembly, modification, alteration, repair or service of a product without Empire’s prior authorization.

If repairs or service are made by anyone other than Empire or an authorized Empire service representative, this limited warranty is automatically void.

Empire’s sole and exclusive obligation, and your sole and exclusive remedy under this limited warranty, is repair (including labor) or replacement, at Empire’s option, of any product or part that is returned and proves to be defective or damaged during the applicable warranty period. Some states, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Installation note: for optimal security and protection, safes under 700 lbs. should be bolted to the floor.

11. No other warranties

EXCEPT FOR THE ABOVE WARRANTIES, EMPIRE MAKES NO WARRANTY TO THE BUYER AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME STATES, PROVINCES AND COUNTRIES DO NOT ALLOW DISCLAIMERS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER AND LIMITATION MAY NOT APPLY TO YOU.

This limited warranty is the complete and exclusive understanding and agreement between Empire and the Buyer on its subject matter, superseding and replacing all prior agreements, oral or written, and all other communications. No employee, contractor, agent, representative or dealer of Empire, or any other party, is authorized to make or imply any warranty in addition to those set out here, or to make or imply any representation, promise or agreement that varies, modifies, alters or changes these terms.

12. Limitation of liability

EXCEPT SOLELY FOR EMPIRE’S REPAIR OR REPLACEMENT OBLIGATIONS UNDER THE WARRANTY ABOVE, EMPIRE SHALL NOT IN ANY EVENT BE LIABLE WHATSOEVER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES, LOST PROFITS, LOST SAVINGS, LOST DOCUMENTS OR OTHER CONTENTS OF THE SAFE, LOST DATA, LOSS OF USE OF ALL OR ANY PART OR PORTION OF A PRODUCT, LOSS OF OR USE OF ANY ASSOCIATED EQUIPMENT OR COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, COST OF CAPITAL, DOWNTIME), OR CLAIMS, LOSS, DAMAGE OR INJURY OF OR TO THE BUYER OR TO ANY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, CUSTOMERS, GUESTS OR INVITEES), AND ANY CLAIMS DUE TO FIRE, WATER, THEFT OR VANDALISM, TO PERSONS OR PROPERTY (INCLUDING, WITHOUT LIMITATION, FOR THE VALUE OF CONTENTS STORED IN THE SAFE), BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY OR BASIS, EVEN IF EMPIRE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, OF THE POSSIBILITY OF SUCH CLAIMS.

EMPIRE’S TOTAL AND AGGREGATE LIABILITY TO THE BUYER FOR ANY AND ALL CLAIMS SHALL NOT IN ANY EVENT EXCEED THE PURCHASE PRICE ACTUALLY PAID BY THE BUYER FOR THE PRODUCT(S). SOME STATES, PROVINCES AND COUNTRIES DO NOT ALLOW DISCLAIMERS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER AND LIMITATION MAY NOT APPLY TO YOU.

13. Late charges

In addition to, and not in lieu of, any amounts that may be due to Empire under the Agreement, if you fail to make any payment when due, then in addition to all other remedies available to Empire at law or in equity: (i) Empire may charge interest on the past due amount at one and one half percent (1.5%) per month, calculated daily and compounded monthly, or the highest rate permitted by applicable law if lower; (ii) you must reimburse Empire for all reasonable costs and expenses incurred in collecting late payments or interest, including, but not limited to, reasonable attorneys’ fees and expenses, court costs and collection agency fees; and (iii) Empire may terminate the Agreement without penalty on notice to you.

14. Your indemnity

You agree to defend, indemnify and hold Empire harmless from and against any and all liability, loss, cost, injury, damage, demand and expense (including, without limitation, reasonable attorneys’ fees and expert fees) of any kind or amount arising out of, on account of, relating to or in connection with a breach of the Agreement, the installation of the products, and/or the use or misuse of the products.

15. Events outside our control

Empire is not responsible or liable for any damages, losses, costs or expenses due to its inability to perform any of its obligations under the Agreement where that inability was caused, in whole or in part, by any of the following: fire, strike, work stoppage, accident, flood, storm, earthquake, bad weather, explosion, civil or military authority, invasion, insurrection or civil disorder, union or other labor disputes, boycotts or lockouts, embargo, delay or failure of supply, epidemic, pandemic, public health emergency, government action, terrorism, sabotage, delay, failure or difficulties of or related to common carriers, truckers or other transportation companies, denial of access or denial of service attack, hacking or other cyber-attack, unauthorized or attempted access, programming or modification of computer code, other action involving software, equipment or systems, failure, malfunction, interruption or delay of utilities, internet, telecommunication or computer systems, or data or information servers, hosting, storage or retrieval systems of Empire or third-party providers, or any other cause that is unavoidable or not within the control of Empire or the Buyer (“Force Majeure”).

In the event of a Force Majeure, Empire will give you notice and has the right, at its option, to elect to: (i) suspend the effectiveness of the Agreement for the duration of the Force Majeure and resume performance once it ceases; (ii) terminate the Agreement or part of it; or (iii) terminate the Agreement on thirty (30) days’ notice to you.

16. Binding arbitration and class action waiver

Summary. This Section is subject to binding arbitration and class action waiver terms that apply to U.S. residents. You and Empire agree to submit disputes to a neutral arbitrator and not to sue in court in front of a judge or jury. Please read this section carefully.

Empire hopes that you and Empire never have a dispute. If one occurs, you and Empire irrevocably and unconditionally covenant and agree to try for sixty (60) days, upon receipt of a notice, to resolve the dispute informally. If not resolved, you and Empire irrevocably and unconditionally agree to binding individual arbitration before the American Arbitration Association (“AAA”) at its New York County, New York offices under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a single neutral arbitrator will decide, and the arbitrator’s decision will be final, except for a limited right of review under the FAA.

CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, REQUESTS FOR PUBLIC INJUNCTIONS, AND ANY OTHER PROCEEDING OR REQUEST FOR RELIEF WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE EXPRESSLY WAIVED, AS IS COMBINING INDIVIDUAL PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES.

(a) Disputes covered — everything.

The term “dispute” is as broad as it can be. It includes any claim or controversy between you and Empire due to any act or omission, or involving or concerning, without limitation, the products, the Quotation, the Sales Contract, these terms, the warranty, the Privacy Policy, the Accessibility Policy or the Website Terms of Use, under any legal theory including contract, warranty, tort, statute or regulation.

(b) Send a notice of dispute before arbitration.

If you have a dispute that Empire’s staff cannot resolve and you wish to pursue arbitration, you must first send a notice of dispute to: Empire Safe Co. Inc., Attn: Chief Operating Officer, 6 East 39th Street, New York, New York 10016.

(c) Arbitration procedure.

The AAA will conduct any arbitration under its Commercial Arbitration Rules, or, if you are an individual who uses or intends to use the product(s) for personal or household use, or if the value of the dispute is less than $75,000 (whether or not you are an individual or however you use the products), its Consumer Arbitration Rules. The AAA’s Mass Arbitration Supplementary Rules, as modified by this Section, will apply in Related Cases. For more information, see adr.org. This Section governs to the extent it conflicts with any applicable AAA rules.

To initiate an arbitration, you must give written notice to Empire. In a dispute involving $25,000 or less, any hearing will be telephonic or by videoconference, unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place exclusively in New York County, New York. The arbitrator may award you the same damages individually as a court could, but may award damages only to you individually to satisfy your individual claim, and not damages that would affect non-parties.

The arbitrator rules on all issues except that a court has exclusive authority to: (i) decide arbitrability, as well as the formation, existence, scope, validity and enforceability of this arbitration agreement; (ii) decide whether the parties have complied with the pre-arbitration requirements, including, but not limited to, the notice of dispute and demand for arbitration; (iii) enforce the prohibition on class, representative, private attorney-general or combined actions or proceedings, or public injunctive relief; and (iv) enjoin an arbitration that does not comply with this Section. A court also has exclusive jurisdiction to adjudicate actions for equitable relief under Section 17 below.

(d) Related Cases.

If your notice of dispute involves claims similar to those of at least 24 other customers, and you and those customers are represented by the same lawyers, or by lawyers coordinating with each other, you and Empire irrevocably and unconditionally agree that these claims will be “Related Cases.” The AAA’s Mass Arbitration Supplementary Rules in effect when the demand for arbitration is filed, as modified by this Section, will apply to Related Cases. A process of batched individual arbitrations will be used until the parties resolve all Related Cases informally or through individual arbitrations. A court has exclusive authority to enforce this paragraph, including whether it applies to a given set of claims, and to enjoin the filing or prosecution of arbitrations that do not comply with it.

(e) Arbitration fees and payments.

The AAA rules govern payment of filing fees and the AAA arbitrator’s fees and expenses.

17. Equitable relief

Subject to Section 16 above, you and Empire each acknowledge and agree that a breach or threatened breach by a party of any of its obligations under the Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy, and agree that the other party will be entitled to equitable relief, including, but not limited to, a restraining order, an injunction, specific performance, and any other judicial relief that may be available, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. These remedies are not exclusive and are in addition to all other remedies available at law or in equity, or otherwise.

18. General terms

Entire agreement.

The Agreement, together with any addenda, exhibits and other documents incorporated by reference, constitutes the sole and entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Without limiting the foregoing, no written or oral statement, representation, warranty or guarantee by any Empire employee, Suggested Installer, agent or representative — including, without limitation, by email, facsimile or text message — supersedes, replaces, amends, varies or adds to the terms set out in the Quotation, Sales Contract or these terms, and no such communication may be relied upon or has any force or effect.

Assignment.

You may not assign or transfer any of your rights, or delegate any of your obligations, without Empire’s prior written consent. Empire may assign the Agreement upon a merger, consolidation or sale of all or substantially all of its assets or of the line of business, or a similar transaction. Any purported assignment, transfer or delegation in violation of this provision is null and void. The Agreement is binding upon and benefits the parties and their respective successors and permitted assigns.

Severability.

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  Further, to the extent that any provision hereof is deemed unenforceable by virtue its terms, but may be made enforceable by limitations thereon, Empire and you agree that such reductions or limitations may be made so that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in any such jurisdiction in which enforcement is sought.

Survival.

Any rights or obligations of the parties which, by their nature, should survive termination or expiration of the Agreement will survive.

Governing law.

The Agreement is governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and does not apply.

Notices.

All notices, requests, consents, claims, demands, waivers and other communications must be in writing and delivered by nationally recognized overnight courier (fees prepaid), email (with confirmation of transmission), or certified or registered mail (return receipt requested, postage prepaid). A notice is effective only upon receipt by the receiving party, and only if the party giving the notice has complied with this provision. Notices to Empire: Empire Safe Co. Inc., 6 East 39th Street, New York, New York 10016, email sales@empiresafe.com. Notices to you will be sent to the address and email address you provided in the Sales Contract. Either party may change its address for notices by giving notice in the same manner.

19. Contact us

For questions about a quotation, an order, a delivery, a return or a warranty claim, please contact us:

Empire Safe Co. Inc.
6 East 39th Street, New York, New York 10016
sales@empiresafe.com