Corporate Policy

ANTHONY LAWRENCE-BELFAIR “ALB” TERMS AND CONDITIONS FOR ALB SALE

The following Terms and Conditions of Sale apply to all purchases of ALB furniture, curtains and/or decorative accessories. With our receipt of your signature on this “Sales Order” and/or your receipt of our “Order Acknowledgment” the Purchaser formally agrees to these terms.

NO WARRANTY FOR USE OR WEAR

ALB MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCTS FITNESS FOR A PARTICULAR USE, REGARDLESS OF WHETHER OR NOT ALB OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE SPECIFIC USE TO WHICH THE PRODUCT WILL BE PLACED. ALB IS NOT LIABLE FOR ANY WEAR, TEAR OR OTHER CHANGES, WHICH RESULT FROM ENVIRONMENTAL CONDITIONS, THE PURCHASER’S PLACEMENT OR USE OF THE PRODUCT.

WARRANTY

EXCEPT FOR ANY DAMAGE THAT MAY OCCUR DURING THE SHIPPING (WHICH IS THE SOLE AND EXCLUSIVE RESPONSIBILITY OF THE PURCHASER), ALB GUARANTEES ITS PRODUCTS TO BE FREE OF DEFECT AT THE TIME OF DELIVERY, BUT RETAINS THE RIGHT TO REPAIR THE DEFECT AS REMEDY. ALL CLAIMS BASED UNDER THIS WARRANTY MUST BE MADE AGAINST ALB WITHIN ONE YEAR FROM PRODUCT DELIVERY.

LIMITATION OF LIABILITY

ANY CLAIM BY THE PURCHASER SHALL BE LIMITED TO THE VALUE OF THE ITEM OR ITEMS ORDERED UNDER THE SALES ORDER OR ORDER ACKNOWLEDGEMENT. UNDER NO CIRCUMSTANCES SHALL ALB OR ANY OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES FOR PERSONAL INJURY, LOSS OF USE, DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES INCURRED OR SUFFERED BY THE PURCHASER OR THOSE CLAIMING THROUGH THE PURCHASER ARISING FROM OR IN CONNECTION WITH THE PURCHASE AND/OR USE OF THE ITEMS.

NO ALTERNATE ITEMS

ALB HEREBY EXPRESSLY REJECTS TERMS AND CONDITIONS OF ANY PURCHASE ORDERS SUBMITTED TO ALB, AND WILL SELL ALB PRODUCTS ONLY ACCORDING TO THE POLICIES AND PROCEDURES LISTED AND DESCRIBED IN THE TERMS AND CONDITIONS OF SALE SHOWN HERE.

NO CANCELLATION POLICY

ORDERS OF FURNITURE OR DECORATIVE ACCESSORIES, MAY NOT BE CANCELLED BY PURCHASER AFTER ACCEPTANCE (SEE BELOW), PURCHASERS ARE LIABLE FOR FULL PRODUCT PAYMENT AFTER ACCEPTANCE OF ORDER.

ESTIMATES, PRICES AND PAYMENT POLICIES:

Estimates:

Purchase Orders:

All Purchase Orders are considered “firm orders” and accepted by ALB upon receipt of a completed Purchase Order together with a 50% deposit of the total order and written order from the Purchaser.

ALB reserves the right to demand that full balance due on orders be paid prior to product release. Purchaser will be invoiced for this amount on each order approximately 2 to 3 weeks prior to anticipated product completion. Full final payment of the balance is due upon receipt. Full final payment is due on each order as completed independent of estimated completion of time-frames for any other orders in progress at ALB, and independent of delayed shipping and/or order consolidation requirements.

In event ALB does not invoke its right to demand full payment prior to product release, all open accounts must be paid in net 30 days. Any orders remaining open over 60 days shall accrue interest at the rat e of 1.5% per month.

Purchase Orders must reference ALB estimate.

Purchase Orders must specify, in writing, the following:

- Fabric house name, pattern number/color number and yardage amount ordered

- Any other special, unusual or custom design treatments.

It is the Purchaser’s responsibilities to ensure proper instructions are issued to ALB regarding fabric and color description, “face” application and all other pertinent instructions.

Finish wood samples must be submitted to ALB
Purchaser hereby Agrees the manufacturing of custom furniture and accessories allows for moderate variation in result from showroom samples and/or other previously constructed products of a similar type. Purchaser hereby acknowledge normal fluctuations of fabrics and trims, including but not limited to:

- Fabric instability. Few fabrics and trims are completely stable. Fabrics breathe and absorb
moisture, resulting in stretching and/or shrinking. It is reasonable to expect as much as a 3%
change in shrinkage or stretching.

- Fabric and temperature. Fabrics placed over or near heating and cooling vents are most likely to
react to a much greater degree.

- ALB is not responsible for any reactions to fabrics due to indoor and/or outdoor climate.

Incomplete and Change Orders:

Incomplete purchase orders

-Purchaser acknowledges that any dates given by ALB are approximate. Due to various factors, which may affect the time of manufacture of fine products, ALB will not be held liable for any specific production delay or final completion time period. All delivery dates are for availability at ALB’s office unless otherwise stated by ALB in writing. The manufacture of an ordered product begins with receipt of a Purchase Order in the form specified above and upon receipt of a 50% deposit. ALB assumes that time is important to Purchaser and all work that can be started WILL be started upon receipt of Purchase Order. However, if the Purchase Order is not complete, then the Purchase Order cannot be scheduled for COMPLETION until all necessary information is received. Pending items can include, but are not limited to: cord/trim, fabric application information, finish approval any and all other specifications or special instructions as well as any drawing approvals for custom orders as necessary.

-If within 6 months from the receipt of the Purchase Order, ALB has not received the required
materials, approvals or information as requested by ALB, the order may be subject to any Price
Increased implemented by ALB over this period of time.

-If within 12 months from ALB’s receipt of the Purchase Order, ALB has not received the required materials, approvals or information described above as requested by ALB, the order may be considered abandoned, at which time ALB will both retain the initial deposit made by Purchaser, and may sell the Purchaser’s ordered products or parts thereof and retain the proceeds as liquidated damages in addition to any other claim for ALB may have to the balance of the purchase price and any additional claim for the damages occasioned by Purchaser’s breach of contract.

Change order specifications:
-ALB is NOT required to accept order changes requested. ALB begins the manufacture of an ordered product upon receipt of a Purchase Order. Thus Purchaser acknowledge that it may be difficult, if not impossible, to accept any changes after receipt of a Purchase Order. However, ALB will make all efforts to accept reasonable changes only if the following conditions are met: (1) Changes will be subject to additional charges for materials, labor and/or administrative costs. (2) Any request for a change MUST be made in writing, and be sent to the ALB via, Fax or Mail. (3) Upon receipt of a change request, the order will be put on HOLD until the purchaser accepts the changes as confirmed by ALB and any additional associated charges.

ANY CHANGE ORDER FEES WHICH AMOUNT TO 10% OR MORE OF THE INITIAL ORDER AMOUNT will require an additional deposit payment. If this occurs, ALB will notify the Purchaser as to actual deposit due. Lesser amounts will be added to the final balance due.

Cancellations or Abandonment:

All cancellations must be in writing to ALB by mail. Cancellations are subject to charge at point-of-job status at the discretion of ALB. ALB is not responsible for fabrics and trims which are cut prior to cancellation.

At 60 days after product completion, if ALB has not received all balances due, the Purchaser acknowledge that ALB may, at its option: (1) Withhold delivery of all other orders, regardless of the status of any such orders, until the delinquent balance is paid in full and/or (2) Apply against balance due any Purchaser deposits on other pending orders. ALB will notify the Purchaser in writing of such an application of funds and identify the affected orders. ALB is not obligated to continue production of any orders until Purchaser has replaced applied funds.

Interest at a rate of 1 ½% per month will be charged and added t o any balance due beginning 30 days after product completion.

At 90 days after product completion, (or sooner in the case of Purchaser bankruptcy or similar financial situation), if ALB has not received all balances due, the Purchaser acknowledges that ALB may at its option both retain the initial deposit made by the Purchaser and may sell the Purchaser’s ordered products and retain the proceeds as liquidated damages in lieu of any other claim for the balance of the purchase price and of any additional damages incurred due to Purchaser’s breach. ALB and the Purchaser acknowledge and agree that forfeiture of deposit(s) and retention of the proceeds of sale of the property in question as liquidated damages described above constitutes a reasonable method of compensation for damages which may be incurred by ALB as a consequence of the Purchaser’s breach of the terms and conditions herein.

Shipping:

Freight is the responsibility of the Purchaser. The common carrier, freight forwarder, shipper, hauler, trucker, delivery person, etc, must be made aware of the unusual circumstances. If special accommodations have to be arranged, additional charges may be applicable. It is the responsibility of the Purchaser to determine that the size of the completed furniture / decorative accessories will be suitable for access to destination area, i.e. doorways, hallways, elevators, stairwells etc.

Freight from ALB’s New York offices to final destination is additional in both cost and time beyond approximate product completion date. For all international shipments, the Purchaser is responsible for all destination fees (including, but not limited to: crating, freight charges, customs clearance, delivery, VAT and duties).

Purchaser, and NOT ALB is responsible for any and all items left behind by any common carrier, freight forwarder, shipper, hauler, delivery person, etc.

Purchaser, and NOT ALB is responsible for all packing, crating, blanket or bubble wrapping, etc.

If Purchaser does not have their own shipper, as a service FOR AN ADDITIONAL MINIMUM 10% SERVICE CHARGE ALB may suggest a carrier that transports goods to a desired area. Any charges ALB incurs for shipping (including trucking, Fed Ex, UPS, etc.) is subject to a minimum 10% service charge.

Purchaser agree that they and NOT ALB are responsible for any change in condition of stored or transported furniture in a non-temperature controlled environment.

Purchaser will be notified when the product is complete. At that time and prior to shipping,Purchaser may arrange for inspection of the goods at ALB’s facilities. Since all risks of damage or loss during shipment resides with the Purchaser, ALB advises all Purchaser to obtain insurance and will assist (but not bear responsibility for) Purchaser in the process if so requested. It is the Purchaser’s responsibility to be at the job site at the time of delivery.

Purchaser assumes all responsibility for proper installation of the merchandise ordered, and ALB shall not be responsible for damage to such merchandise or the location in which it is displayed and/or used resulting from its installation or misuse.

It is the Purchaser’s sole responsibility to measure or have measured by a trucking company client’s freight elevator, door and hallways to ensure all merchandise fits. Purchaser assumes all responsibility for ordered items that do not fit.

The freight forwarder, shipper, hauler, trucker, delivery person, etc. must be accompanied by a bill of lading which itemizes what is being picked up and dropped off.

Storage Fees:

At 30 days after product completion, ALB shall charge Purchaser a late pickup fee at ALB’s actual cost of storing the goods, but in no event less than $5.00 per day/per item. The late pickup fee shall be added to any balances due.

Other Terms and Conditions:

In Purchaser’s breach of this agreement or failure to pay any amounts owed to ALB when due, Purchaser shall be liable to ALB or all costs of collection, including, but not limited to, actual attorney’s fees, court costs, the fees of collection agencies and the like. As used in herein, “ actual attorney’s fees” means the full and actual costs of any legal services actually performed in connection with the matter for which such fees are sought calculated on the basis of the usual fees charged by the attorneys performing such services, and shall not be limited to “reasonable attorney’s fees” as that term may be defined in statutory or decisional authority.

PURCHASERS FAILURE TO ABIDE BY ANY POLICY OF ALB INCLUDING THOSE SET FORTH HEREIN MAY RESULT IN TERMINATION OF THE BUSINESS RELATIONSHIP BETWEEN PURCHASER AND ALB.

ALB RESERVES THE RIGHT TO MAKE CHANGES IN PRICES, DESIGN, CONSTRUCTION, MATERIAL AND DIMENSIONS, OR TO DISCONTINUE PRODUCTS WITHOUT PRIOR NOTICE.

Any freight claim or problems with respect to shipping should be raised directly with the shipping company involved.

The Purchaser further agrees that any dispute under the terms of this Agreement shall be heard exclusively in the courts located in the City, County and State of New York.

ALB HEREBY EXPRESSLY REJECTS TERMS AND CONDITIONS OF ANY PURPORTED PURCHASE ORDER NOT IN CONFORMITY WITH THE TERMS AND CONDITIONS SET FORTH ABOVE. ALB PRODUCTS ARE SOLD ONLY ON THE TERMS AND CONDITIONS PRINTED IN THIS ALB STATEMENT OF TERMS.

[1] “Purchaser” shall mean the client and designer and each are jointly and severally liable for the payment of each invoice. It shall not be a defense that the designer is an agent for a disclosed principal and designer waives such defense.