Become A Client

Interior designers and architects find us to be a resource for exclusive trade discounts and services for custom luxury furnishings. Our talented staff understand the design industry. We have built our reputation on reliability and a deep commitment to satisfying clients – ours and yours. Alexander SInclair welcomes you to visit our innovative showroom.

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  • 1. Applicability. These general terms and conditions (these “Terms”) are the only terms which govern the sale of any and all items (”Goods”) set forth on all acknowledgements and invoices (collectively invoices) from Alexander Sinclair, LLC (”Seller”) to the buyer who is named on the first page in the “Sold To” section of Seller’s invoices (”Buyer”). By making a payment, in part or in full, of the amount due on Goods, you agree to follow these Terms and Conditions and to be bound by them. The Seller’s invoices along with these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its own purchase order. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

    2. Order Submissions and Cancellations. Seller will sell the Goods to trade professionals only. Seller will not sell directly to clients of a design professional or the general public (except that Seller may allow for sales to Seller’s employees at Seller’s sole and absolute discretion). If Buyer is an Arizona business, Buyer must provide a completed and executed Arizona Form 5000A before Seller will submit the Goods for production. Buyer shall have three (3) business days from the date of an invoice to notify Seller of any discrepancies with the Goods or any other errors in the invoice. Seller shall submit the Goods for production upon receipt of payment as required by the invoice and Buyer setting forth a delivery location for the Goods (the “Delivery Point”). In addition to the foregoing, if the Buyer is providing the Buyer’s own materials (“COM”) no Goods that require the COM will be submitted for production until all of the COM associated with such Goods are received by Seller. THERE ARE NO REFUNDS OR CANCELLATIONS ONCE THE GOODS ARE SUBMITTED FOR PRODUCTION.

    3. Payment Terms. Payment terms are as set forth on the first page of Seller’s invoices. Buyer is responsible for all shipping, receiving and storage fees and charges in addition to the prices for the Goods as set forth on the Seller’s invoice. Seller will notify Buyer when either all or a portion of Goods have been shipped by the manufacturer (the “Delivery Notice”). The Delivery Notice will state the Goods being shipped and the amount due with respect to those Goods. Payment of amount as set forth in the Delivery Notice is due upon receipt of the Delivery Notice. If Buyer fails to pay the balance due for such Goods as set forth in the Delivery Notice within ten (10) days of the date of the Delivery Notice, Seller shall have the right to charge the amount due to the credit card on file for the Buyer, in addition to all other remedies at law and equity. If Buyer does not pay the balance due, Buyer shall be deemed to have rejected the Goods and Seller shall have all rights and remedies as set forth in Arizona Revised Statutes §47-2703 which also includes the right to recovery any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of the Goods after Buyer's deemed rejection of the Goods, in connection with return or resale of the Goods or otherwise resulting from Buyer’s rejection of the Goods.

    4. Shipping Fees. Buyer is responsible for the payment of all shipping fees which may be included in the amount due as specified on the Delivery Notice or invoiced separately by Seller. If shipping fees are not paid within ten (10) days of the date on the Delivery Notice or the Seller’s invoice, as the case may be, Seller shall have the right to charge the amount due to the credit card on file for the Buyer, in addition to all other remedies at law and in equity.

    5. Prices Exclude Sales Tax. All Prices set forth in Seller’s invoices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for the payment and collection of all sales, use and excise taxes, and any other similar taxes, duties and charges imposed on the Goods.

    6. Delivery, Shipping and Title of Goods. Buyer acknowledges that partial shipments of Goods may be made to Buyer, without liability or penalty to Seller, and Buyer shall pay for that portion or all of the Goods shipped whether such shipment is in whole or partial fulfillment of an invoice. Delivery of the Goods shall be made FOB Origin from the furniture manufacturer’s facility to the Delivery Point specified by Buyer on the first page of the Seller’s invoices. Title and risk of loss passes to Buyer upon receipt of the Goods by the carrier at the furniture manufacturer’s facility.

    7. Purchase Money Security Interest. As collateral security for the payment of the purchase price of the Goods and any shipping, receiving and storage fees, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer 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. The security interest granted under this provision constitutes a purchase money security interest under the Arizona Uniform Commercial Code.

    8. Non-Delivery. The quantity of Goods as stated in the Delivery Notice is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving otherwise. Seller shall not be liable for any non-delivery of the Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery of such Goods within 10 days of the date when the Goods would in the ordinary course of events have been received. Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice amount respecting such Goods to reflect the actual quantity delivered.

    9. Inspection and Rejection of Nonconforming Goods. Buyer or Buyer’s agent or receiver shall inspect the Goods within five (5) business days of receipt of such Goods (the “Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means product shipped that is different than identified in the Seller’s invoice. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping fees incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller at such location as specified by Seller in writing. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point. Buyer acknowledges and agrees that the remedies set forth in the Section 9 are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under this Section 9, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

    10. Limited Warranty. The Goods are subject to the warranties of the manufacturer of the Goods and only such manufacturer’s warranties shall apply to such Goods. SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) 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.

    11. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER. The limitation of liability set forth in this Section 9 shall not apply to liability resulting from Seller’s gross negligence or willful misconduct.

    12. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate the delivery of any Goods that have been invoiced but not delivered to Buyer with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount any due within ten (10) days after Buyer’s receipt of the Delivery Notice or a Seller’s Invoice with respect to shipping and other fees that are the responsibility of Buyer pursuant to these Terms; (ii) has 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.

    13. 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 these Terms 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.

    14. Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

    15. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

    16. Assignment. Buyer shall not assign any of its rights or delegate any of its 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 Buyer of any of its obligations under this Agreement.

    17. 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.

    18. Governing Law and Jurisdiction. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Arizona. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Arizona in each case located in the County of Maricopa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

    19. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to Buyer at the address set on the first page in the “Sold To” section of Seller’s invoices, to Seller at the address as set forth on the Seller’s invoices, 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), email (with confirmation of delivery) or certified or registered mail (in each case, return receipt requested, postage prepaid).

    20. 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.

    21. 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.

    22. Credit Card Authorization. Buyer and its principals hereby authorize Seller to make recurring charges to the credit card on file for Buyer, for the payment of Goods, shipping fees or other charges set forth on Seller’s invoices, in accordance with these Terms, and, if necessary, initiate adjustments for any transactions credited/debited in error or for refunds. Buyer acknowledges that to terminate the recurring charges Buyer or its principals must arrange for an alternative method of payment. Buyer and its principals agree not to dispute Seller’s charges to Buyer’s credit card issuer so long as the amount in questions was for conforming Goods which were ordered by and delivered to Buyer.