EFTA00521495.pdf

Edelman Leather Selling Policy Edelman Leather and supersedes all prior oral and written statements regarding the order. The confirmation can be If you have questions, contact Customer Service at 1.800.886-8339. modified only in writing or reconfirmation by Edelman Leather. Terms and Conditions of Sale Sales by Edelman Leather, LLC ("Edelman Leather) of Edelman Leather is sold to the nearest Quarter Square Foot products (hereinafter "Products") to any purchaser ("SF") that completes a full hide. Hides that are cut in half ("Customer) are made only on the terms which are will be assessed a charge of $100 for each hide. Custom contained in this Selling Policy. Edelman Leather hereby gives product orders have special terms and conditions. Please see notice of its objection to any different or additional terms and the Custom Order section. conditions. This is expressly conditioned upon the Customer's assent to the terms and conditions set forth Change Orders below. These terms and conditions may be modified or Edelman Leather is not required to accept any requested supplemented only by a written document signed by an change orders. However, as a general rule, Edelman Leather authorized representative of Edelman Leather. These terms will accept reasonable change orders that satisfy the and conditions supersede any prior and or contemporaneous following conditions: agreements or correspondence between Customer and 1. The request for change must be submitted in writing Edelman Leather. and received in time to be implemented. 2. Changes will be subject to additional charges for Due to variations in hide sizes, actual shipping quantity may material, labor and administrative costs. differ from your order quantity. No overage will be charged for orders that meet the following criteria: standard net Cancellations pricing, standard colors and minimum order quantities. Orders may not be cancelled by a customer without the Edelman Leather reserves the right to ship +/-10% of item written consent of Edelman Leather. Substantial footage ordered. Our leathers are not guaranteed against cancellation/re-stocking charges are applicable. Certain wearing or color fading. No claims will be allowed for labor products are sold on a non-cancellable basis based on square charges under any circumstances. We are not responsible for footage, custom color and print. color matching unless present stock cutting is requested. Products must be inspected carefully before cutting; no Terms material will be accepted for claim if marked or cut. Payment terms are proforma/full payment before shipment unless previously approved for credit terms. All prepaid Reserves orders must include shipping and handling charges, and tax Products on hold ("Reserve") are automatically held for ten where applicable. If local taxes are not applied on prepaid (10) days and are subject to availability. A reserve lasting orders, customers must complete a resale certificate, longer than ten (10) days must be requested in writing and indicating their tax I.D. number. Please see Edelman Leather will not exceed twenty (20) days. In all cases Products placed Credit Terms and Conditions for complete information. Until on reserve may be sold to other customers on a "first come, Edelman Leather receives the full payment for the Product, first serve" basis. Orders take precedence over reserves Edelman Leather shall have a security interest in the Product. within 10 days; however reserves will be given the opportunity to place an order within 24 hours. Credit Credit may be established based upon Edelman Leather's Orders written acceptance of satisfactory references. In any event, Customer must order all Products by name and number all custom orders require a minimum 50% deposit. Edelman where applicable. When seeking critical shade match, Leather may cancel or change credit terms at its discretion Customers must submit a cutting with its order; variations in and may request advance payment at anytime. shade may not be avoided. A Customer order will not be considered complete until the following information is Availability confirmed: "Ship to" address along with final destination, All products shown on our price list are subject to changes in price, quantity, freight forwarders details for pick up, availability and/or price at any time, without prior notice. payment requirements (including required deposits), written CFA waiver/approval and any customer special instructions. Shipping We will ship in accordance with customer instructions. Order Confirmation (Proforma Invoice) Unless the customer specifically requests complete The acknowledgement or seller's invoice is the final shipments in writing, Edelman Leather may make partial expression of the agreement between the customer and shipments. Products that are ready for shipment that are delayed by the Customer more than ten (10) days are subject Note: Orders requesting special finishing are non-cancellable and non-returnable. Pricing current as of February 15, 2012 and is subject to change without notice. EFTA00521495 to a storage fee in an amount equal to, 2.5% of the applicable EDELMAN LEATHER MAKES NO WARRANTY EXPRESS OR order amount per day. All Products are shipped F.O.B. IMPLIED, AS TO DESCRIPTION, QUALITY, MECHANTABILITY, "shipping point". FITNESS FOR ANY PARTICLUAR PURPOSE, OR ANY OTHER MATTER, WITH RESEPCT TO ANY LEATHER OR PRODUCT Edelman Leather is not liable for any delay or failure to WHICH EDELMAN LEATHER SHALL SUPPLY. deliver or perform due to strikes, lockouts or other labor difficulties or delay of sources of supply, transportation IN NO EVENT WILL EDELMAN LEATHER BE RESPONSIBLE FOR difficulties, accidents, fires, acts of God, war, terrorism or any LABOR CHARGES OR FOR ANY SPECIAL INDIRECT, other causes of like or unlike nature beyond Edelman INCIDENTAL OR CONSEQUENTIAL DAMAGES. CUSTOMER'S Leather's control. REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND THE LIABILITY OF EDELMAN LEATHER WITH RESPECT TO THE All Edelman Leather shipments are made on a dock to dock BREACH OF THIS AGREEMENT OR ANY CONTRACT ENTERED basis, or a sidewalk delivery. Please contact your Edelman INTO BETWEEN THE PARTIES PURSUANT HERETO SHALL NOT Leather customer service representative if you require EXCEED THE PRICES OF THE PRODUCT ON WHICH SUCH additional services, i.e. inside delivery. The Edelman Leather LAIBILITY IS BASED. transportation department will determine from the ship to destination the recommended method of shipment. Edelman Leather reserves the right to select the method of shipment Returns in all cases. No merchandise may be returned to Edelman Leather without Edelman Leathers' prior written consent and any Damage Claims returns must be in accordance with Edelman Leather's All Products are carefully inspected prior to shipment from shipping instructions. Edelman Leathers' Operations Center. Risk of loss passes to the Customer at the time of delivery to the carrier, Edelman No returns will be accepted unless authorized within thirty Leather is not responsible for damages to Product in (30) days of receipt of merchandise. All authorized returns shipment or in storage. Customers should carefully inspect must be sent back in the same matter that the customer all items at the time of delivery and note any obvious damage received the product. If the Product is returned in an un- on the delivery receipt. For the Customer's protection, any sellable condition, as determined by our Operations Center obvious or subsequently discovered concealed damage must the return will be disallowed. be reported immediately to the carrier. For all the claims relating to Product damaged in transit or for any other claims Returns will be subject to shipment and handling charges, relating to or arising out of the transportation of the Product, and must be made F.O.B. Edelman Leather designated Purchaser must seek recovery from the carrier and Seller has destination. In addition, substantial restocking charges may no liability for such claims. Seller may, upon request, assist be applicable. Purchaser with filling of such claims with the carrier, but Seller will not be liable for any of these transportation related Returns of excess Product not utilized on installations will not claims. be authorized or accepted under any circumstances. Discontinued or highly discounted Products are non- Claims based on square footage of leather will not be returnable. considered if the leather has been cut by the Customer or others. Confirmation of color and pattern is the responsibility Custom Orders of the Customer and cutting of the leather will be deemed Edelman Leather has the resources to create unique custom irrevocable acceptance of the goods. made leather for upholstery, furniture covering, walls and floors. Any claims arising due to shortages or for any other reason, must be made by the Customer in writing to the Edelman For all custom orders the Customer must agree to accept a Leather Operations Center within 10 days after delivery. maximum overage or underage of 10% of the accepted Failure of the Customer to make a claim against carrier or quantity ordered. Custom leather orders will be confirmed notify Edelman Leather during the 10 day period shall exclusive of the 10% potential overage or underage. Invoices constitute acceptance of the Products and waiver of any and will reflect actual square footage shipped. all defects, errors or shortages. Our Products are not guaranteed against wearing or color fading. Edelman Leather Custom orders may not be cancelled. There is a custom color is not responsible for color matching unless present stock charge (current custom fee) that will be applied with each cutting is requested. custom color ordered. This charge is applied to all custom color orders and any potential re-orders. Note: Orders requesting special finishing are non-cancellable and non-returnable. Pricing current as of February 15, 2012 and is subject to change without notice. EFTA00521496 Pricing on all custom orders is independent of any published price for standard Products and will be quoted by request. A minimum deposit of S0% is required at the time the order is placed. We reserve the right to charge a strike-off fee, if necessary. Custom Product orders will not be processed without a signed approval accompanied by a physical sample of the custom leather. Please contact your Edelman Leather Representative or Customer Service. All strike-off lead times are based upon receipt of color direction to our customs department. Custom minimums are based on the standard leathers available. If there are any deviations from the standard, other minimums apply. Please contact your Edelman Leather Representative or our Customer Service department regarding custom capabilities for our leathers. Note Smaller minimums may be possible with a surcharge. Please contact your Edelman Leather representative or our Customer Service department for more information. Compliance with Law PURCHASER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES, REGULATIONS, RULES AND STANDARDS RELATING TO THE INSTALLATION, MAINTENANCE AND USE OF THE PRODUCTS. Note: Orders requesting special finishing are non-cancellable and non-returnable. Pricing current as of February 15, 2012 and is subject to change without notice. EFTA00521497