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STANDARD TERMS AND CONDITIONS
<br />The following terms and conditions will apply to all orders. Any changes to the terms and
<br />conditions must be agreed to in writing by both parties.
<br />PAYMENT TERMS: For all orders under $25,000, payment terms are 50% deposit and balance
<br />due net 10 days from date of substantial completion. For all orders $25,000 or greater, payment
<br />terms are as follows: A deposit of 50%, 40% payment is due upon product delivery and 10%
<br />balance is due Net 10 days from date of substantial completion. A monthly service charge of 1
<br />1/2% per month (18% per annum) will apply to all delinquent payments and will be added to the
<br />balance outstanding. Deliveries are to be paid for upon presentation of invoices covering each
<br />delivery. All Buyer's Own Materials (C.O.M.) must be paid for 100% in advance.
<br />If for any reason the Buyer is unable to accept the merchandise as of the manufacturer's
<br />acknowledged shipping date, the Buyer will pay for storage and handling. Unless Special
<br />conditions exist the fee for storage and handling for the first month is 4% of the purchase price.
<br />This is a minimum fee for the first day and covers the first month or any part of that month. The
<br />fee covers the Seller's cost for receiving, storage and redelivery of the product during normal
<br />business hours. Each additional month of storage is 2% of the purchase price of the product.
<br />The Buyer is responsible for concealed damage of product stored longer then 10 days. Seller can
<br />uncarton and inspect each item at the Buyer's request for a fee of 4% of the purchase price of
<br />the product. Additionally, if storage is required, the Buyer hereby agrees to pay 90% of the
<br />invoice price for the merchandise within 10 days of the invoice date and pay the remaining 10%
<br />upon substantial completion of the installment. Substantial completion is the date when the
<br />work covered by this agreement is sufficiently complete that the buyer can occupy the project
<br />work area or designated portion thereof for the use it is intended.
<br />The security of all merchandise delivered to the project site is the responsibility of the Buyer. The
<br />Buyer shall be responsible for providing security against loss or damage for the materials,
<br />furniture, furnishings, and equipment stored at the project premises between the dates of
<br />delivery and final acceptance by the Buyer. Arrangements for such security shall be satisfactory
<br />to Seller.
<br />This contract shall be governed by and construed in accordance with the laws of the State of
<br />North Carolina. Any breach of this contract by the Buyer shall entitle Seller to recover interest
<br />upon any amount due. Title to the goods is not to pass to the Buyer until payment is received in
<br />full. In the event Seller employs an attorney to collect any unpaid outstanding balance of the
<br />contract obligation herein, Purchaser agrees to pay and shall pay the reasonable attorney's fees
<br />and costs incurred by Seller in collecting the unpaid balance, whether or not a civil lawsuit has
<br />been filed in the collection process. This contract contains all the terms, provisions, conditions
<br />and warranties of the Sales Agreement and no extension, modification or amendment hereof
<br />shall be valid unless it is in writing signed by an Authorized Buyer and Seller.
<br />BUYER ORDER:A Buyer order is considered legitimate and Seller is obligated to perform to the
<br />order specifications when the Buyer confirms the order in writing by issuing a (1) purchase order
<br />(2) authorizing letter, or (3) signs a Seller Buyer Agreement referencing a specific proposal or
<br />quotation. It is incumbent upon the Buyer to confirm the order in one of the above mentioned
<br />methods within 48 hours from the date of the Seller's purchase order. Failure to do so may
<br />result in cancellation of the order.
<br />CHANGES AND CANCELLATIONS:Cancellation and/or changes in quantity or specification are
<br />subject to approval by Seller and manufacturer. Resultant charges from manufacturer would be
<br />paid by the Buyer. All requests for changes in quantity or specifications shall be delivered to
<br />Seller in writing. Seller cannot be held responsible for a manufacturer's failure to accept a
<br />change order. A restocking charge may be imposed for all approved cancellations by the Seller.
<br />MEANS OF SHIPMENT: Seller's responsibility regarding delivery, damage and freight inquiries
<br />and claims, etc. is conditioned upon the means of shipment specified in the original order unless
<br />the conditions for storage apply as noted in the payment terms. The following paragraphs
<br />identify the live means of shipment and the extent of Seller's responsibility:
<br />1. Delivered and Installed -Seller will bear the full responsibility of delivering and installing
<br />the merchandise in acceptable condition, obtaining written Buyer acceptance, and
<br />handling any difficulties regarding damage and freight inquiries and claims.
<br />2. Direct -The merchandise is shipped directly to the Buyer, but Seller will meet the shipment and
<br />assume the full responsibility of “delivered and installed” terms.
<br />3. Delivery Only -The merchandise is delivered to the Buyer's dock; Seller assumes the
<br />responsibility of damage and freight inquiry and claims but does not install the merchandise.
<br />4. Drop Ship -The merchandise is shipped and invoiced F.O.B. factory. The Buyer assumes all
<br />responsibility regarding damage and freight inquiries and claims.
<br />TRANSPORTATION AND SPECIAL HANDLING CHARGES:Any transportation cost incurred in
<br />shipment of goods from the factory will be paid by the Buyer. Special handling charges, including
<br />special cartoning and crating, imposed by the manufacturer will be paid by the Buyer.
<br />DELIVERY AND INSTALLATION: In the event that delivery and/or installation is required as a part of
<br />the proposal, the following provisions shall apply:
<br />1.Conditions of Job Site -The job site shall be clean, clear and free of debris prior to
<br />installation.
<br />2. Job Site Services -Electric current, heat, hoisting and/or elevator service will be furnished
<br />without charge to Seller. Adequate facilities for off-loading, staging, moving and handling of
<br />merchandise shall be provided.
<br />3. Installation and Assembly -All installations will be performed during normal hours Mon-Fri, 8:00
<br />am to 5:00 pm unless proposed otherwise in writing. Seller's ability to install or bolt in place
<br />movable furniture is dependent on jurisdictional agreements between trade unions at the job site.
<br />If trade regulations enforced at the time of installation require on-site union tradesmen to
<br />complete the installation, the cost will be additional. Delivery of unusual items requiring special
<br />handling such as insulated files, marble, glass, etc., shall be charged to Buyer at applicable
<br />commercial rates for such handling.
<br />4. Delivered Goods -Goods delivered and brought onto the job site as scheduled shall be
<br />inspected by the Buyer or his agent for damage and count verification. If the Buyer or his
<br />designated agent is not available at the time of delivery the Buyer will accept Seller's count
<br />verification as accurate and final. After delivery of merchandise by Seller to Buyer, all risk of loss or
<br />damage shall pass to Buyer, including, but not limited to, any loss or damage by weather, other
<br />trades such as painting or plastering, telephone installation, fire or other elements and Buyer
<br />agrees to hold Seller harmless from loss from such reasons.
<br />5. Receiving Documents -Seller provides Buyer's copies of receiving documents at the delivery
<br />point for all orders other than drop shipments. It is the Buyer's obligation to process its internal
<br />receiving documents in such a way as to meet Seller's payment terms.
<br />STATE AND LOCAL TAXES: The Buyer shall pay all taxes, levied or based upon the furniture and
<br />services invoiced by Seller, including state and local sales and use taxes. Buyers who are exempt
<br />from the above taxes shall provide Seller with copies of exemption certificate upon confirmation
<br />of the order.
<br />WARRANTY:All merchandise sold under this agreement is warranted by Seller to be free from
<br />defects in materials or workmanship to the same extent as warranted by the merchandise
<br />manufacturers. Seller agrees to repair or replace at Seller's discretion defective merchandise
<br />covered by the above referenced warranty. This warranty agreement is contingent upon the
<br />Buyers promptly notifying Seller in writing of any claim with respect to the merchandise, and
<br />affording Seller a reasonable opportunity to examine the merchandise and investigate the claimed
<br />defect. Seller in no event shall be liable for damages beyond the price paid by Buyer for such
<br />defective merchandise. This warranty is in lieu of all other warranties expressed or implied, and it
<br />is agreed that there is no oral or implied additional warranties made in connection with the sale of
<br />the merchandise sold.
<br />MEDIA RELEASE: Buyer provides consent for Seller to photograph project from
<br />installation through final stages of completion for project management, training, punch
<br />management and marketing purposes.
<br />GENERAL LIABILITY: No liability will accrue against Seller as a result of any breach of these terms
<br />and conditions resulting from any work stoppage, accident, fire, civil disobedience, riots,
<br />rebellions, and Acts of God beyond Seller's control.
<br />STANDARD TERMS AND CONDITIONS
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