TERMS & CONDITIONS

Freedman Office Furniture, LLC, (Hereinafter referred to as FOF)

1. Pricing/Payment Terms: All prices quoted are firm for 30 days from the date of this sales order. Prices are net – no other discounts are allowed. Standard payment terms are net upon delivery. All invoices unpaid within payment terms will be charged interest at 1 1⁄2 % per month.

2. Taxes: Applicable sales, use, excise or any other tax are included on the sales order. Buyers exempt from such taxes must furnish certificates of exemption at the time of execution of this order. Unless such certificates in a form satisfactory to FOF are received, FOF will include all such taxes on invoices.

3. Cancellations: All special order and non-stock items are non-cancellable, non-returnable and non-refundable. It is understood and agreed upon that an order cannot be cancelled once the order is placed. For stock items- a restocking fee of 30% of invoice price will be charged for all approved cancellations of stock items.

4. Delivery and installation will be charged extra. In the event that delivery and/or installation is required as a part of the order, the following provisions shall apply:

a) Conditions of Job Site: – the job site shall be clear and free of debris prior to installation. Their will be an extra charge to move existing furniture at time of delivery.

b) Job Site Services:- electric current, heat, hoisting and/or elevator service will be furnished without charge to FOF. Adequate facilities for off-loading, staging, moving and handling of goods shall be provided by Buyer. Deliveries to upper floors without elevator will be done at extra charge.

c) Delivery During Normal Business Hours:-the purchase price is based on the installation being made during the normal eight hour, five day work week, Monday through Friday. If installation is required at times other than these, it will be done at an overtime rate and Buyer will reimburse FOF the amount by which such overtime rates exceed normal rate.

d) After delivery of goods by FOF to Buyer, all risk of loss or damage shall pass to Buyer, including, but not limited to any loss of damage by weather, other trades such as painting or plastering, telephone installation, fire or other elements, and Buyer agrees to hold FOF harmless for loss for such reasons.

5. Delays:

a) If premises are not ready for installation, the Buyer agrees to pay for ninety five percent (95%) of the value of the delivered goods in storage.

b) If premises are not ready for installation within fifteen (15) days after goods are manufactured, the Buyer agrees to pay for storage and handling costs at the rate of $48 per month per bay/bin.

c) FOF continually expedites orders and will attempt to obtain the commitment of the suppliers to meet the delivery schedule requirements, but can be held in no way responsible for delayed deliveries. Orders once entered cannot be cancelled due to delivery schedule requirements. Orders once entered cannot be cancelled due to delayed delivery unless suppliers will accept cancellation for FOF.

6. All goods shall be considered accepted after the Buyer or his agent has signed the delivery copy of the invoice. All claims or exceptions must be made in writing on the delivery copy of the invoice.

7. Disclaimers of Warranties, Limitations of Liability and Exclusive Remedy:

The goods, and services incidental to their sale, described in this order are sold subject only to such warranties as are made by the suppliers. FOF will cooperate with Buyer in obtaining adjustments from manufacturers for a breach of any such manufacturers’ warranty. Buyer’s exclusive remedy against FOF shall be the foregoing obligation to assist Buyer in asserting warranty claims against the manufacturer, and FOF shall not be liable for defects in or damage or loss to the goods sold or caused by the goods sold. FOF hereby disclaims all warranties, expressed or implied, including without limitation, implied warranties merchantability or fitness for a particular purpose, and FOF shall not be liable for any actual, indirect, incidental or consequential damages to Buyer or to any third party as a consequence of the alleged breach of any such warranty.

8. Title and ownership: All goods shall be the property of FOF until all goods described in this order have been paid in full. Whereby credit terms are extended for the price of the goods, FOF shall remain entitled to the goods until full payment has been settled. Where payment is made by check, title of goods shall remain in FOF until settlement of the check is final. Notwithstanding the normal terms of payment specified herein, if FOF shall for any reason deem itself insecure or its prospects of payment impaired, it may make shipment by bill of lading payable to FOF, its nominee, or to the order of any of the foregoing, or it may otherwise make shipment of the goods in a manner reserving to it a security interest until such time as it t has received payment in full for such goods. In the event of any litigation or other dispute-resolving proceeding between the parties hereto arising out of or in connection with this Agreement, the prevailing party will be entitled to recover from the non-prevailing party, the reasonable attorneys’ fees and costs incurred in connection therewith. Such attorneys’ fees will include the reasonable fees charged for legal services rendered prior to litigation, during all trial, appellate and bankruptcy court proceedings, and during all arbitration, mediation, and other dispute-resolving proceedings.

9. The goods shall be subject to reasonable variations from standard in color, quality, finish and variation allowed by trade customs of the industry.

10. FOF shall not be liable for any damages arising out of failure, delay or interruption in the performance of this order caused by strikes, fires, shortage of labor materials, or any other cause beyond its control.

11. Buyer acknowledges that this order and performance hereunder, shall be deemed severable. Buyers shall be liable for any part of the goods described in the order when delivered and payment shall thereafter be due upon terms and conditions of any invoice submitted therefore. Buyer shall pay such invoice in accordance with their terms and shall not be entitled to withhold payment until each item of performance under this order has been completed.

12. The undersigned endorser, in addition to all warranties and obligations imposed by unqualified endorsement, does hereby unconditionally guarantee to the holder the prompt payment of all amounts due on this instrument as and when the same shall become due, whether by acceleration, extension or otherwise, and waives any requirement that any action be taken against the maker of enforcing the guarantee.

13. High gloss lamination shows weaves and imperfections. We reserve the right to effect specification changes or modifications without notice when improvement of quality or appearance dictates so. FOF is not responsible for verbal representations; FOF is not responsible for any damages, accidents or liability caused by furniture accessories installed in customer’s walls, ceilings, floor or windows. Customer must check all colors, size and specification before signing this contract.

14. All orders require a minimum deposit of 50%. A 40% payment is due upon receipt of non-stock items received at Freedman’s warehouse. The 10% balance is due upon delivery.