1. QUOTATIONS AND ORDERS
Term: All prices are quoted FOB shipping point and are guaranteed for 30 days from date of quotation.

Acceptance: All orders over $500 require a hard copy purchase order, electronic purchase order or signed quotation from Buyer.

Modifications: Any modifications to an approved order are subject to the Seller's ability to conform and the manufacturer's approval. Changes must be made via a revised purchase order, change order or signed and dated revised quotation.

Deposits: A nonrefundable one-third deposit is required on all initial orders from new customers. Deposits for future orders may be negotiated. All orders over $100,000 are subject to a deposit with the order and progress payments to be mutually agreed upon by Buyer and Seller. Deposits are required if manufacturer or service provider requires a deposit.

Changes/Cancellations: Buyer will pay all additional charges from the manufacturer for order changes. All product is custom manufactured to customer specifications and, therefore, cannot be canceled or returned. Fees for design changes will be billed at a standard hourly rate.

2. DELIVERY AND INSTALLATION:
Freight Claims: Claims for product damaged in transit, except for drop shipments, will be processed by Seller and damaged product will be repaired or replaced to the reasonable satisfaction of Buyer. On drop shipments, Buyer is responsible for filing necessary freight claims, in a timely manner, in the event of damage.

Special Packaging or Handling: If special packaging, handling, demurrage, or storage at other than Seller’s warehouse is required that is not provided in the specifications, the Buyer will pay any additional charges.

Normal Business Hours: Delivery and installation will be made during Seller’s normal business hours (8:00 AM through 4:30 PM, Monday through Friday, excluding holidays). The Buyer will pay any additional labor costs resulting from overtime work performed at Buyer’s request.

Condition of Job Site: Job site will be clean and clear of all obstructions prior to installation. Buyer will provide adequate facilities and space for unloading, staging, moving, handling and storing product at job site. Buyer will furnish electrical current, heating, lighting and elevator service at job site without charge to Seller. The Buyer will pay for excessive handling, storage and transportation incurred because of site conditions, activity of other trades, or other reasons not specifically identified in the price quotation.

Storage and Extra Handling if Site Not Ready: If job site is not ready on mutually agreed upon date, Seller will store product without charge for a maximum of 15 days (0 days if product is scheduled to ship direct to the job site) from designated delivery date. Thereafter, the Buyer will pay monthly storage charges. The Buyer will also pay for additional handling or redirecting of product at a standard hourly rate.

Erection and Assembly: Seller's ability to erect, assemble, install, permanently attach, or bolt in place movable furniture is dependent upon agreements made by trade unions at the job site. If applicable trade regulations at the time of installation require employing tradesmen other than the Seller’s installation personnel, the Buyer will pay the additional cost.

Movement, Pick Up or Disposal of Existing Furniture: If Buyer requests movement, pick up or disposal of existing furniture, Seller may charge Buyer at a standard hourly rate plus disposal fee, if applicable.

Protection of Delivered Goods: Buyer is responsible for security and safekeeping of product after delivery at job site.

Risk of Loss: Upon delivery of product to Buyer's site, or into storage negotiated by Buyer if job site is not ready on mutually agreed upon date, Buyer assumes all risk of loss of delivered/stored product and shall not be released from any obligations under this agreement due to product's loss, damage, or disrepair following delivery/storage.

Insurance: Seller will carry public liability, worker's compensation, property damage, and automobile insurance. However, fire, tornado, earthquake, flood and other casualty insurance related to job site of product will be provided and paid for by Buyer.

3. INVOICING
Timing: Product and related services will be invoiced after delivery of the product to the job site. Direct shipments from manufacturers will be invoiced upon shipment from the manufacturer. Services not related to the purchase of product will be invoiced after the services are substantially completed.

Payment Terms: Payment is due in full net 10 days from date of invoice. A monthly service charge of 1.5% (18% A.P.R.) will be assessed on all invoices unpaid after 30 days from the date of invoice. Buyer agrees not to withhold payment on any invoice because of partial delivery or open punchlist items.

Freight: Freight charges are included in the pricing unless otherwise noted.

Taxes: Unless otherwise noted, any applicable sales, use, excise, or any other taxes are not included in the price quotation. Buyer agrees to pay all applicable taxes. Buyer is responsible for self-assessment of all applicable taxes due to jurisdictions outside of Ohio and Pennsylvania.

Delays: If Buyer is unable to receive product at the job site on the mutually agreed upon date, product will be deemed delivered and will be invoiced as if delivered. Standard payment terms will apply.

4. ADDITIONAL TERMS:
Warranties: SELLER MAKES NO WARRANTIES OF PRODUCT SOLD HEREUNDER WHATSOEVER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY THAT THE PRODUCT IS FIT FOR ANY PARTICULAR PURPOSE. The Buyer shall rely exclusively upon warranties provided by the manufacturer, supplier, or fabricator of all products sold hereunder.

Title and Security Interest: Seller retains title to all goods until Buyer has performed all its obligations under this agreement and the purchase price of the goods and related services has been fully paid to the Seller. Seller retains security interest in the goods, all accessories, replacements of the proceeds from the goods as security for the performance by Buyer of all Buyer's obligations arising under this agreement and the purchase order.

Acts Beyond Reasonable Control: Seller shall not be liable for any delay or failure to deliver any product or service due to acts beyond the Seller’s reasonable control.

Legal Fees: Should either party incur any expense in enforcing any terms, covenants, conditions, representations or warranties of the Agreement, the party in default will pay all expenses including reasonable attorney’s fees.

Entire Agreement: This Agreement, along with the final quote and final drawing (if applicable), constitute the entire contract and exclusively determine the rights and obligations of the parties, any prior course of dealing, custom or usage of trade or course of performance notwithstanding. Unless otherwise agreed to in writing between Buyer and Seller, this document supersedes all other purchase orders or documents provided by the Buyer. Seller's design, installation and/or service contracts are incorporated herein by reference and shall take precedence on any conflict of terms.

Applicable Law: This agreement and all rights and obligations of the parties shall be governed by the laws of the State of Ohio.