Terms of Sale
Full payment will be required for all purchases before release by NOBLHAUS MIAMI.
NOBLHAUS MIAMI does not offer refunds or an exchange for company credit under any circumstance. ALL SALES ARE FINAL and all inventory is sold as is. Because of the unique nature of our made to order inventory, items made to order are unable to be returned, once production
DELIVERY / SHIPPING
As a service to our customers, NOBLHAUS MIAMI will arrange the shipping of orders via one of our preferred carriers. All charges are PROFORMA and will be included on the final balance due notice.
If the customer chooses to manage their own freight and delivery, NOBLHAUS must be notified of the specific details of the movement. The fee to move the product from a manufacturer to a terminal for "customer's own" pick-up will be added to the balance due. All product is moved through a Bill of Lading (BOL). The location of the pick-up by the client or the client's agent may trigger sales tax responsibility at that location.
Ownership of the product transfers to the customer (owner) upon the freight carrier taking possession of the order for transport. Therefore, responsibility for damage occurring in-transit is the owner’s and all claims for freight damage must be made within 72 hours of receipt.
If customer selects their own freight carrier, freight claims must be filed directly with the selected carrier. NOBLHAUS MIAMI is not responsible for a customer’s own or third party freight damage and claim.
Custom orders are non-refundable including all cancelations after production has begun due to the handmade nature of our custom inventory.
Where a sample of the goods are shown, the parties hereto accept that such a sample is representative in nature and may not be the exact product and may differ slightly as a result of the custom production process. All products are hand made therefore creating a one of a kind custom piece and look; no two items will be identical.
Custom orders require a lead time for production time; changes and requests may increase this lead time. Rush orders are available for an additional 20% of the total. Rush orders are subject to limited samples, changes, and other requests in order to meet requested deadlines.
All requests may affect agreed on finish date.
RISK OF LOSS
Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer's. Any claim by Buyer against Manufacturer/Artist/Designer or carrier for shortage or damage occurring prior to such delivery must be made in writing within seventy-two (72) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from Manufacturer/Artist/Designer in the conditions claimed. All deliveries are subject to the accompanying Freight Receiving Rules.
SHIPPING, DELIVERY AND DAMAGES
BEFORE ORDERING FROM US, IT IS YOUR RESPONSIBILITY TO CHECK AND DETERMINE YOUR FULL ABILITY TO RECEIVE THE PRODUCTS ORDERED. THIS INCLUDES ENSURING THAT THE PRODUCTS ORDERED WILL PASS FREELY INTO YOUR HOME, CAN BE TRANSPORTED THROUGH THE DOOR OF YOUR HOME OR ROOM, STAIRS, AND DOORWAYS, AND THAT THERE ARE NO OTHER ISSUES THAT MAY MAKE DELIVERY MORE COMPLICATED OR IMPOSSIBLE. COMPANY OR THE MANUFACTURER WILL HANDLE SHIPMENTS UNLESS BUYER SPECIFIES OTHERWISE. DELIVERY TIMES WILL BE ARRANGED WITH YOU ONCE GOODS ARE READY FOR DISPATCH. ALL ORDERS MUST BE PAID IN FULL BEFORE RELEASED FROM VENDORS. ALTHOUGH WE USE A PREMIUM FREIGHT SERVICE, TRANSIT TIMES ARE BEYOND OUR CONTROL. IT IS YOUR RESPONSIBILITY TO PROVIDE US WITH FULL WRITTEN DETAILS OF ANY DIFFICULTY TO ACCESS ANY PART OF YOUR DELIVERY SITE (FOR EXAMPLE, ANY STAIRS, DELIVERY DOCK, OR ELEVATOR) PRIOR TO DELIVERY. WE RESERVE THE RIGHT TO CHARGE ADDITIONAL COSTS FOR UNUSUAL ACCESS NOT ADVISED IN WRITING. IF YOU HAVE CHOSEN TO PROCEED WITH A “WHITE GLOVE” DELIVERY, IT IS IMPERATIVE THAT GOODS MUST BE INSPECTED AND SIGNED UPON DELIVERY. ANY DAMAGES MUST BE NOTED. THE FREIGHT CHARGE COVERS A SINGLE DELIVERY AT GROUND LEVEL DURING NORMAL WEEKDAY DELIVERY HOURS. CUSTOMERS ARE RESPONSIBLE FOR CHECKING THAT ALL ORDERS ARE IN ORIGINAL CONDITION WITHIN 48 HOURS OF DELIVERY. ANY SHIPMENTS RETURNED AS A RESULT OF BUYER’S UNEXCUSED DELAY OR FAILURE TO ACCEPT DELIVERY WILL REQUIRE THE BUYER TO PAY ALL ADDITIONAL COSTS INCURRED, INCLUDING STORAGE FEES. DAMAGES OCCURRING IN-TRANSIT AND DELIVERY MUST BE NOTED WITHIN 48 HOURS OF DELIVERY. IF THE CUSTOMER SELECTS THEIR OWN FREIGHT CARRIER, FREIGHT CLAIMS MUST BE FILED DIRECTLY WITH THE SELECTED CARRIER. COMPANY IS NOT RESPONSIBLE FOR A CUSTOMER’S OWN OR THIRD-PARTY FREIGHT DAMAGE AND CLAIM
DUTIES AND TAXES (INTERNATIONAL AND DOMESTIC)
Please note that local guidelines apply at your destination country and that your order may be subject to import taxes and local duties. These duties and taxes are the responsibility of the customer and are not included in the purchase price. Please also consider your responsibility of potential Use Tax in your state.
IMAGES, MATERIALS AND SIZING
IMAGES OF THE PRODUCTS ON OUR WEBSITE ARE FOR ILLUSTRATIVE PURPOSES ONLY.
COMPANY CANNOT GUARANTEE THAT YOUR COMPUTER WILL DISPLAY THE COLORS ACCURATELY OR REFLECT THE COLORS OF THE PRODUCTS. MANY WOOD, MARBLE, AND METAL FINISHES ARE APPLIED BY HAND AND MAY VARY IN COLOR, TONE, AND CHARACTER. WHILE OUR MANUFACTURERS MAKE EVERY EFFORT TO MATCH A FINISH, NO GUARANTEE CAN BE MADE OF AN EXACT MATCH. MANUFACTURERS DO NOT GUARANTEE FINISHES AGAINST FADING AND OXIDIZING. VARIATIONS IN COLOR AND VEINING ARE INHERENT IN STONE AND WOOD AND ARE CONSIDERED TO BE PART OF THE NATURAL BEAUTY. FURNITURE AND LIGHTING IS HANDMADE AND, THEREFORE, SUBJECT TO SLIGHT VARIATIONS. MANUFACTURERS DO NOT GUARANTEE FABRICS, DYED OR NATURAL, FROM FADING. THE MEASUREMENTS INDICATED INCLUDING WEIGHTS, DIMENSIONS, AND CAPACITIES SHOWN ON OUR WEBSITE ARE APPROXIMATE ONLY. ALL DRAWINGS, DESCRIPTIVE MATTER, WEIGHTS, DIMENSIONS, DESCRIPTIONS, AND ILLUSTRATIONS CONTAINED ON THE WEBSITE ARE CLOSE APPROXIMATIONS ONLY, ARE INTENDED TO GIVE A GENERAL DESCRIPTION OF THE GOODS, AND SHALL NOT FORM PART OF THIS AGREEMENT. NO CONTESTATION OR REFUSAL OF MERCHANDISE WILL BE ACCEPTED IN RELATION TO THIS SUBJECT
ERRORS AND CORRECTIONS
WE ATTEMPT TO BE AS ACCURATE AS POSSIBLE AND ELIMINATE ERRORS ON THE WEBSITE. HOWEVER, WE DO NOT WARRANT THAT ANY PRODUCT, SERVICE OR DESCRIPTION, PHOTOGRAPH, PRICING, OR OTHER INFORMATION IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. IN THE EVENT OF AN ERROR, WHETHER ON THE WEBSITE, IN AN ORDER CONFIRMATION, IN PROCESSING AN ORDER, DELIVERING A PRODUCT OR SERVICE, OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT SUCH ERROR AND OTHERWISE CHANGE OR UPDATE THE INFORMATION ON THE WEBSITE AT ANY TIME WITHOUT NOTICE, REVISE YOUR ORDER ACCORDINGLY IF NECESSARY (INCLUDING CHARGING THE CORRECT PRICE), AND/OR CANCEL YOUR ORDER AND REFUND ANY AMOUNT CHARGED
WE WILL PROVIDE YOU WITH AN ESTIMATED DELIVERY TIME UPON PLACEMENT OF YOUR ORDER. PLEASE NOTE THAT THESE ARE SUBJECT TO CHANGE. DURING TIMES OF HIGH DEMAND AND OR HOLIDAYS, DELIVERY TIMES MAY INCREASE, IN WHICH CASE WE WILL INFORM YOU UPON CONFIRMATION OF YOUR ORDER
COMPANY BEGINS PRODUCTION SHORTLY AFTER ORDERS ARE PLACED. THEREFORE, WE ARE ONLY ABLE TO CHANGE YOUR ORDER IF MANUFACTURING HAS NOT ALREADY STARTED. ONCE YOUR ORDER HAS BEEN CONFIRMED, ANY REQUEST FOR SUBSEQUENT CHANGES MUST BE SENT IN WRITING. NO GUARANTEE CAN BE GIVEN THAT THE REQUESTED CHANGE CAN BE MADE. ANY APPROVED AMENDMENTS WILL INCUR ADDITIONAL COSTS
CUSTOM AND DESIGN MODIFICATIONS
MODIFICATIONS TO PRODUCTS OUTSIDE THE STANDARD SPECIFICATIONS MAY BE POSSIBLE. ALL REQUESTS FOR MODIFICATIONS MUST BE SUBMITTED IN WRITING AND ARE SUBJECT TO COMPANY APPROVAL. ADDITIONAL LEAD TIME AND SURCHARGE WILL APPLY
ORDERS AND PRICING
ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY COMPANY AND THE MANUFACTURER OF THE PRODUCT LINE. QUOTES ARE VALID FOR 30 DAYS BARRING ERRORS OR COMMISSIONS. PRICING MAY BE SUBJECT TO CHANGE WITHOUT NOTICE. AN INVOICE WILL BE FORWARDED TO YOU IN ACKNOWLEDGEMENT OF RECEIPT OF YOUR ORDER. THIS DOCUMENT SUPERSEDES ALL PRIOR CORRESPONDENCE IN RELATION TO YOUR ORDER (VERBAL, WRITTEN, GRAPHIC OR OTHERWISE). WE WILL PROCEED WITH YOUR ORDER, AS PER YOUR INVOICE, UNLESS WE RECEIVE WRITTEN NOTIFICATION OF ANY REQUESTED CHANGES WITHIN 24 HOURS
ELIGIBILITY TO USE THE PLATFORM
Users must be 18 years of age or older to use this Platform. You represent and warrant that you are at least 18 years of age. This Platform is not directed at children under the age of 18 and does not knowingly collect information from such children.
RELATIONSHIP OF THE PARTIES
(a) Buyers select and purchase goods marketed by Sellers, solely of their own initiative. The Buyer is solely responsible for determining the value, condition and authenticity of the Items being purchased, to pay the purchase price as provided herein, including the Taxes, and the applicable shipping fees for the Transaction (the “Shipping Fees”). Buyer may at its option and at its own cost arrange with the Seller to have Buyer’s selected expert review the Item prior to purchase. Selection of the expert is the sole responsibility of the Buyer. Any arrangements for inspection shall be made between the Buyer and Seller.
(b) NOBLHAUS MIAMI does not verify any information provided by the Seller (or its representative selling an Item) and NOBLHAUS MIAMI makes no representations or warranties with respect to the Seller, the Item or the information related to the Item.
(c) NOBLHAUS MIAMI may receive a commission from Sellers, pursuant to separate agreements between NOBLHAUS MIAMI and such Sellers. The Buyer consents to NOBLHAUS MIAMI retaining commissions out of the amounts received from such Buyer to the applicable Seller for such sales.
The Website and showroom Platform is designed to provide the Buyer access to Items as the Sellers present them. Although we require Sellers to notify us promptly or update their listings if an Item listed on the Platform is no longer available, some Items listed on the Platform may no longer be available.
NOBLHAUS MIAMI and their partner shippers and manufacturers/artists/designers SHALL NOT BE LIABLE FOR FAILURE TO PERFORM OR FOR DELAY IN PERFORMANCE DUE TO FIRE, FLOOD, STRIKE OR OTHER LABOR DIFFICULTY, ACT OF GOD, ACT OF ANY GOVERNMENTAL AUTHORITY OR OF THE PURCHASER, RIOT, PANDEMIC, EMBARGO, FUEL OR ENERGY SHORTAGE, WRECKS OR DELAY IN TRANSPORTATION, INABILITY TO OBTAIN NECESSARY LABOR, MATERIALS, OR MANUFACTURING FACILITIES FROM USUAL SOURCES, FAILURE OF SUPPLIERS TO MEET THEIR CONTRACTUAL OBLIGATIONS, OR DUE TO ANY CAUSE BEYOND COMPANY’S REASONABLE CONTROL. IF ANY SUCH EVENT OCCURS, WE MAY EXTEND THE DELIVERY DATE BY A PERIOD OF TIME NECESSARY TO OVERCOME THE EFFECT OF SUCH DELAY, ALLOCATE AVAILABLE PRODUCTS, OR CANCEL ANY PURCHASE ORDER. WHILE WE WILL MAKE EVERY EFFORT TO ACHIEVE ESTIMATED DELIVERY DATES, DELAYS DO NOT CONSTITUTE A BREACH OF CONTRACT AND COMPANY IS IN NO WAY LIABLE FOR ANY DAMAGES RESULTING FROM SUCH DELAY
If a User/Buyer is interested in purchasing an item, they may elect to pay directly on the Platform: (i) the list price of the Item; (ii) any applicable Shipping and Crating Fees; and (iii) any applicable sales tax, use tax, VAT, Internet sales tax, import/export duties and/or any other taxes or levies (collectively, “Taxes”) that NOBLHAUS MIAMI is required to collect from the Buyer under applicable law at the time of sale. If an exemption from Taxes or similar applies, it is the Buyer’s sole responsibility to establish and/or document any applicable exemption from Taxes.
NOBLHAUS MIAMI ROLE
NOBLHAUS MIAMI shall make the Platform available, maintain the Platform, and, on the WEBSITE Platform, post Items offered for sale by Sellers in accordance with NOBLHAUS MIAMI policies. NOBLHAUS MIAMI is not an agent of any User or Seller for any purpose. NOBLHAUS MIAMI is not responsible for any negligence, misconduct or other wrongful or inappropriate behavior by any Buyer or Seller, nor is responsible for the actual sale of Items or the acts or omissions of Buyers or Sellers. No agency, partnership, joint venture, employee-employer or franchisor-franchisee or fiduciary relationship is intended or created by these Terms, or by any other agreement between NOBLHAUS MIAMI and a Buyer or a Seller, or by the operation of the Platform by NOBLHAUS MIAMI. NOBLHAUS MIAMI also does not control the information provided by Sellers or Buyers, or the ultimate price Items are sold at or any sales terms ultimately agreed by any Seller and Buyer. NOBLHAUS MIAMI may assist Sellers by facilitating the Seller shipping an Item for a Transaction; provided that, on the Platform, in no event will NOBLHAUS MIAMI be responsible for the transfer of legal ownership of Items from a Seller to a Buyer, or for the honoring of Buyer’s rights with respect to return of an Item.
A Platform user agrees to indemnify, defend and hold NOBLHAUS MIAMI and (as applicable) its and their parents, affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, partners, members, successors and assigns, contractors, and representatives or service providers, harmless from any loss, claim or demand, including reasonable attorneys’ fees, in any way arising from, related to or in connection with its use of the Platform, its purchase of Items, the nature or quality of Items, disputes with any Seller or Buyer, as the case may be, in connection with use of the Platform, their violation of any law or of these Terms or their posting or transmission of any User Content or materials on or through the Platform, including, but not limited to, any third party claim that any information or materials such Platform user provides infringes any third party proprietary right. All Platform users agree to cooperate as fully as reasonably required in the defense of any claim. This indemnification obligation will survive the termination of these Terms and your use of the Platform.
DISCLAIMER OF WARRANTIES
(a) You understand and agree that: The Platform is provided on an “AS-IS” and “AS AVAILABLE” basis. NOBLHAUS MIAMI makes no representation or warranty of any kind, express or implied, with respect to the Platform, any Item(s) offered for sale or sold on or through the Platform, or any Seller, including without limitation: (i) any representation or warranty regarding the character, reputation or business practices of the Seller; (ii) any representation or warranty with respect to title to or delivery of any Item; (iii) any representation or warranty with respect to intellectual property rights in any Item; (iv) any representation or warranty concerning the availability, accuracy, completeness, usefulness, or content of information; (v) any representation or warranty of title, non-infringement, merchantability or fitness for a particular purpose; (vi) any representation or warranty that the Platform meets the User’s requirements, will always be accessible, uninterrupted, timely, secure or operate without error or that defects will be corrected; or (vii) any representation or warranty that any Item conforms to its description or the colors, texture and detail shown on the User’s computer monitor.
(b) Buyer should direct any questions or claims regarding a Transaction on the Platform to NOBLHAUS MIAMI.
(c) NOBLHAUS MIAMI does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of Sellers on or through the Platform. NOBLHAUS MIAMI is not a direct party to any transaction between Buyers and Sellers. No advice, results or information, or materials whether oral or written, obtained by you through the Platform shall create any warranty by NOBLHAUS MIAMI not expressly made herein. If you are dissatisfied with the Platform, please discontinue using the Platform.
(d) Any material downloaded or otherwise obtained through the Platform is done at your own discretion and risk, and you will be solely responsible for any damage that results from the download of any such material.
You expressly release NOBLHAUS MIAMI, its and their parents, affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, partners, members, successors and assigns, contractors, and representatives or service providers (the “Released Parties”), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys’ fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a dispute. You further waive any applicable rights under Section 1542 of the California Civil Code, and any similar law of any applicable jurisdiction, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You agree that no joint venture, partnership, employment, or other agency relationship exists between you and NOBLHAUS MIAMI as a result of these Terms or your use of the Platform.
LIMITATION OF LIABILITY
IN NO EVENT SHALL A RELEASED PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE PLATFORM OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF NOBLHAUS MIAMI OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF NOBLHAUS MIAMI TO ANY USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE PLATFORM EXCEED, IN THE AGGREGATE, $100.00. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL A RELEASED PARTY PROVIDING INFORMATION ON THIS PLATFORM HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OUR OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF NOBLHAUS MIAMI.
Waiver of Jury Trial and Class Action. Any dispute, controversy or claim arising out of or relating to this Agreement, or its breach, which cannot be resolved between the parties through negotiation within thirty (30) days, shall be submitted to the American Arbitration Association (“AAA") for mandatory binding arbitration in front of a single arbitrator chosen in accordance with the AAA Rules. Discovery shall be permitted, but only to the extent that the documents are directly relevant to and needed for fair resolution of one or more of the issues of importance and can be located and produced at a cost that is reasonable in the context of all surrounding facts and circumstances. When the cost and burden of discovery are disproportionate to the likely importance of the requested materials, the arbitrator may deny the requests or require that the requesting party advance the reasonable cost of production to the other party. The arbitrator may not award non-monetary or equitable relief of any sort, nor award damages inconsistent with this Agreement. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to enforce the results of the arbitration or to comply with legal or regulatory requirements. The arbitrator shall render its award in writing and will include the findings of fact and conclusion of law upon which the award is based. The result of the arbitration shall bind the parties, and judgment on the arbitrators’ award may be entered in any court having jurisdiction. In addition to any and all other relief to which a party may be entitled, the arbitrator shall award reasonable attorneys’ fees and costs, including reasonable expert witness fees and costs, to the prevailing party (should there be one) in any such arbitration. The parties surrender and waive the right to submit any dispute to a court or jury, or to appeal to a higher tribunal. The parties agree to arbitration on an individual basis. Where enforceable, NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER SELLERS OR OTHER PERSONS, OR ARBITRATE ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS/SELLERS. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). Notwithstanding the foregoing, nothing in this Agreement shall prohibit either party from seeking and obtaining from a court of competent jurisdiction (without necessity of posting bond) injunctive relief in order to preserve the status quo and/or avoid irreparable harm for which monetary damage would be insufficient. The place of arbitration shall be Miami-Dade County, Florida, USA, and the proceedings shall be conducted in the English language. These Terms shall be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws, and the arbitrator shall follow the law and judicial precedents that a United States District Judge sitting in the Southern District of Florida would apply to the dispute.
CHOICE OF LAW
These Terms, and any dispute arising therefrom, shall be governed by and in accordance with the laws of the State of Florida without regard to conflicts of law.