Terms and Conditions

Please read these terms and conditions carefully before conducting business with Brown Jordan Inc.’s family of brands.

Definitions

The following definitions shall have the same meaning regardless of whether they appear in singular or in plural:

Supplier Brown Jordan

Customer or Buyer means the individual or business issuing a purchase order to purchase product or services from the Company on behalf of such individual or business

Terms and Conditions (“Terms”) mean the terms and conditions herein that form the entire agreement between Customer or Buyer and the Supplier regarding the use of the services and/or the purchase of product.

General Terms and Conditions of Purchase

1. Agreement.

These general Terms of purchase shall govern and form an integral part of all agreements entered, and for all purchase orders placed, by Buyer for the supply of goods and/or services from Supplier.

These Terms shall constitute all the terms and conditions of any Agreement between Buyer and Supplier relating to the purchase by Buyer and sale by Supplier of goods unless otherwise in writing by Buyer. Any purchase order of the Buyer is expressly made conditional on Supplier’s assent to all the terms contained in the purchase order without deviation. Acceptance by Supplier of a purchase order may be evidenced by (i) Supplier’s written or verbal assent or the written or verbal assent of any representative of Supplier, (ii) Supplier’s delivery of the goods, of (iii) other conduct by Supplier or any representative of Supplier consistent with acceptance of the purchase order.

2. Payment Terms.

All payment terms are subject to the Brand’s payment term policy, which the Purchase order is issued to:

· Net 30 (Due 30 days after date of Invoice) terms are subject to acceptance of a signed credit application by the principal or officer of a company and determined after a complete credit review of a company’s financial condition.

· 50% Deposit/Net terms, dependent on approval of terms after credit review of Buyers financial information. A signed credit application is required from the owner or Principal of the company applying for terms for the balance due.

· Proforma Terms require full payment for orders less than $5,000. Orders greater than $5,000, a 50% deposit is required to release the order into production, balance is due 10 days before shipment. Customers may be notified 30 days in advance to allow for payment processing.

· 50CBS Terms – Subject to acceptance of these terms requested, 50% deposit is required to release the order into production. The balance is due 10 business days before Estimated ship date. Customers may be notified 30 days in advance to allow for payment processing.

· 100% Pay in Advance- Full payment is required to release an order into production. Any additional charges/fees at the time of shipment will be the responsibility of the buyer to pay upon receipt of the invoice.

3. Payment Methods.

Accepted methods of payment:

· Credit Card (accepted with a written approval on a credit card acceptance form, completed in full and signed by the card holder)

· Check

· Wire

· ACH

o All credit card payments should only be sent to the division shared credit email.

o All checks, Wires and ACH payments should be remitted per the bank information provided per division.

4. Lead Time.

Lead times can change daily and are not guaranteed. Lead times begin upon receipt of deposit or order credit release date. Estimated Ship Date (ESD) will be acknowledged in writing once an order is released to schedule production.

5. Storage Fees.

50% Deposit/Balance before ship (50CBS) payment terms or Proforma terms – (order total greater than $5,000 with balance due before ship) if not paid within 30 days, after being notified that the order is complete and ready to ship, will be subject to storage charges of $100 per day or 20% of order total, whichever is greater. These storage charges will go into effect on day 31 of completion and will be due with the outstanding deposit. The order will be released when all additional charges/fees are paid in full.

Any order released with a deposit and manufactured is subject to a non-refundable deposit if the order is completed and abandoned. (Abandoned – no response to requests for balance due or receipt of payment, 90 days after notification that the order is complete and ready to ship). Any requests for exceptions to abandonment policy will be submitted in writing by the customer to Credit Dept for approval by Sr Sales Management.

6. Cancellation, Return of Product, Refusal of Product.

Orders will automatically be canceled by the Supplier if the initial deposit is not received 30 days after the acknowledgement date or Initial Proforma Invoice date.

Orders shipped when complete by factory which are refused and/or unauthorized return by Buyer, are subject to all related freight/carrier expenses/fees which are incurred. The buyer is responsible for outgoing freight/carrier fees and return freight/carriers fees to the supplier’s facility, for all unauthorized returns and/or refused product. Once the product is received back at the Suppliers facility, the Buyer may be subject to all warehouse and storage fees, freight costs and, including, but not limited to storage fees, carrier fees, all expenses/related to the cost of receiving the product/returning to inventory and warehouse space.

All fees related to a refused, unauthorized return will be billed and due before the release of product for this related sale.

Orders returned/refused are subject to cancelation at Supplier’s discretion. Any paid deposit may be non-refundable from Supplier to cover materials and related manufacturing costs.

No returns are accepted without prior written authorization from BJI Inc and its subsidiaries, divisions, or affiliates per our warranty/return policy.

Custom products are ineligible for cancellations, returns or refunds. Due to the nature of our business, variety of finish, fabric and rope options and product designs, we consider all items that are made to order to be custom.

Any requests for exceptions to Cancellation, Return of Product, Refusal of Product policy will be submitted in writing by the customer to Credit Dept for approval by Sr Sales Management.

7. Sales Tax.

Sales Tax is determined by the end destination and subject to current state tax rates. Sales tax will be waived upon receipt of a copy of the Buyers sales tax exemption certificate for the ship to destination, per the Buyers Purchase order.

8. Shipping Terms.

All shipments depart from Company’s Distribution Center.

9. Quote Validity.

Pricing is valid for 30 days from the date of quotation.

10. Prices.

All prices are suggested retail, FOB distribution center, and include all materials as shown. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE.

SHIPMENT

The estimated ship date appearing on the Order Acknowledgment is an estimated date only. All prices and shipments are FOB distribution center of Brown Jordan Company. Title to the merchandise and risk of loss or damage thereto pass to the Customer at the FOB point. All transportation costs shall be borne by the Customer.

CLAIMS/WARRANTY

Any claim for the defective merchandise or shortage shall be presented to the factory that shipped said furniture, through the Warranty/Customer Service department. Brown Jordan Company’s applicable written warranty shall dictate appropriate action to be taken to remedy this claim. Brown Jordan Company will not accept returned goods without its prior written authorization. Goods returned under a written authorization from Brown Jordan Company shall be at the expense of the customer unless otherwise authorized in writing. Products shipped into or within Texas hereunder conform to applicable Texas flammability law. All Cushions will comply with applicable Technical Bulletins of the Texas Bureau of Home Furnishings, as that law or Bulletins may be amended or supplemented in the future. Brown Jordan Company shall not be responsible for any damages occasioned by delays, failures, or omissions hereunder. Brown Jordan Company warranty is a limited warranty and applies to the original purchaser only. Proof of purchase and photographs/digital images are required. Warranty coverage begins on the date of purchase. In some cases, there will be a pro-rated charge for the time the product is in use. This is a residential warranty and does not apply to commercial use. Please refer to our commercial warranty. Warranty does not apply to floor samples or “seconds.” Any modification to the frame, cushions, straps, tops, bases void warranty.

CARRIER DAMAGE CLAIMS

Carefully inspect all shipments at time of arrival before accepting merchandise from the carrier. If during or after unpacking of the merchandise, damage and/or shortage is found, make comments of any damage/shortage of the product and note it on the bill of lading at the time of delivery. All claims for freight damage must be handled through Brown Jordan warranty department. Freight collect shipments should be handled directly between the customer and the carrier.

ASSIGNMENT

Orders shall not be assigned by the Customer without the prior written approval of the Company.

INSOLVENCY

In the event of insolvency, business failure, dissolution, appointment of a receiver of all or any part of the property, assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Customer, Brown Jordan Company may terminate its performance hereunder at any such time and without notice.

CONFIDENTIALITY

The Customer, on behalf of itself, its employees, and agents, agrees that any ideas, concepts, information, or processes received from Brown Jordan Company shall be the property of Brown Jordan Company, shall be preserved in confidence by the Customer and shall not be disclosed by the Customer to third persons without the prior written approval of Brown Jordan Company. WAIVER No waiver or modification of any of the provisions hereof shall be effective unless made in writing and signed by duly authorized representatives of Brown Jordan Company. Sales representatives are not authorized to make any such waiver or modification.

INTERPRETATION

The Customer and Brown Jordan Company agrees that the Uniform Commercial Code (as enacted in the State of Florida expresses their intention and understanding as to all matters relating to product orders within the scope of said Code except insofar as an inconsistent intention is specifically and expressly stated in the Acknowledgment. The information and substance of all agreements between the Customer and Brown Jordan Company with respect to goods shipped pursuant to the Acknowledgment and the Acknowledgment itself, shall be construed in accordance with and governed for all purposes by the laws of the State of Florida.

DISPUTE RESOLUTION

The parties agree that the State of Florida shall have personal jurisdiction over all parties hereto in any suit arising under or related to the Acknowledgment and venue for any such suit shall lie in a State or Federal court in Florida except that at the option of either party, any such suit may be resolved by binding arbitration conducted under the auspices of JAMS/Undisputed in Florida. The parties agree that in the event of any legal action relating to this agreement the no prevailing party shall pay the attorney’s fees and cost of the prevailing party.

COMPLETE AGREEMENT

The Order Acknowledgment constitutes the full and complete agreement between the Customer and Brown Jordan Company. All prior negotiations and representations have been merged into and are replaced by the Order Acknowledgment and provisions of the Customer’s purchase order which are inconsistent with the provisions hereof shall not be applicable to the sale of shipment of the merchandise referred to herein. Unless the Customer notifies Brown Jordan Company in writing to the contrary within seven days of the date of the Order Acknowledgment, the terms and conditions of the Order Acknowledgment shall be deemed to be accepted by the Customer. Only written approval by Brown Jordan Company given to the Customer thereof specifically referring to such other terms and conditions shall be binding on Brown Jordan Company.