Terms and Conditions. These Terms and Conditions govern all sales made by Rowe Fine Furniture, Inc. (“Company”) through an independent designer (the “Designer”) authorized to purchase Company products to resell to its customers (the “Customer”). Company rejects any terms and conditions contrary to these Terms and Conditions of Sale (the “Terms and Conditions”), including but not limited to terms and conditions proposed in a Designer’s purchase order. Company’s failure to object to provisions contained in any communication from Customer or Designer shall not be deemed a waiver of these Terms and Conditions. Any changes in the Terms and Conditions contained herein must be specifically agreed to in writing signed by an authorized officer of Company.

Pricing; Minimum Order. No minimum dollar amount will be required for opening order or for subsequent orders throughout the remainder of the year. The pricing in the current price sheet, proposal or quotation from Company (the “Proposal”) applies only to the product type and quantity referred to in such Proposal (the “Product”). Company may, at its option, change the product pricing and other terms for any subsequent sales of the Product or any other goods offered by Company. The applicable prices are only those specified in Company’s Proposal and, unless expressly specified in a writing signed by an authorized representative of Company, do not include applicable delivery charges or taxes. Prices and lead times are subject to revision due to interruptions, delays, equipment failure or engineering changes.

No Showrooming. Designer shall not engage in by reviewing Company Product(s) or sales materials such as fabrics or point purchase material at authorized retailers. This can result in immediate termination of the Designer’s trade account.

Product Changes. Company reserves the right to change the specifications or design of its products at any time and from time to time, provided that Company will provide Designer with notice concerning specification or design changes that are scheduled to occur while a Proposal is pending.

Inspection and Acceptance. Upon delivery of the Product, Designer and Customer shall immediately inspect each unit. All claims for defects, damages, errors or shortage in Product shall be made by Designer or its Customer at the time of delivery and a notation thereof made upon the delivery receipt. Any items that are received damaged, defective, or incorrect, must be reported within 10 days to Rowe Design Trade. If Designer or Customer does not provide written notice of rejection at the time of delivery, Designer and its Customer will be deemed to have irrevocably accepted the Product. The Rowe warranty does not include the cost, if any, of transportation to and from the receiving location if delivery has already been completed. Designer and Customer must provide a detailed explanation of any rejection, specifying in detail the reason or reasons why the Product does not conform to the Product specifications. Company may charge to Designer any costs resulting from the testing, handling, and disposition of any Product returned that Company determines in its reasonable judgment to be conforming.

Payment: Designer shall pay 50% of the purchase price for the Product, including any applicable taxes and shipping charges at the time of order (the “ Purchase Price”) and the balance, 50%, at the time of shipping via a credit card accepted by Company. All credit cards received by the company will be kept on file for future charges. Refunds are made to the original method of payment. Taxes will either be billed to Designer as an additional charge or Designer must provide the appropriate tax forms and verification that the sale is not taxable. Designer agrees to pay and is responsible for any and all applicable federal, state and local taxes, duties and other levies on the sale of the Product.

Title and Delivery. Deliveries shall be made in accordance with the Proposal. Deliveries are shipped using a common carrier FOB Company’s factory and risk of loss shall pass to Designer upon delivery of the goods to a common carrier selected by Company (unless Designer specifies a preferred common carrier in writing). The designer is responsible for having an appropriate receiving area or loading dock to receive all deliveries or for specifying a common carrier who can meet it delivery needs. Designer shall prepay the shipping costs and the invoice to Designer will include shipping costs. Title shall pass to Designer upon Company’s receipt of the Purchase Price and delivery to the common carrier.

Cancellation. Once Designer places an order and provides their credit card payment information, any order for Product pursuant to the Proposal is firm and non-cancelable. Company will not accept cancellations or reschedule the order, other than for default of Company. No cancellation for Company’s default shall be effective unless Company shall have failed to correct such alleged default within fifteen (15) days after receipt by Company from Designer of written notice of default. White glove delivery requires a 72 hour cancellation notice. Additional fees will apply if the scheduled white glove delivery appointment is missed by you or your customer.

Limited Warranty; Disclaimer. Company warrants only that the product sold or delivered shall conform to the standard physical characteristics for that product as defined within the applicable product specifications supplied by company in connection with the proposal and/or as described on www.rowefurniture.com. Repair or replacement of a defective product is designer and their customer’s sole and exclusive remedy. All arrangements for transportation, repair and delivery of defective or repaired goods shall be at company’s option. This product warranty applies only to the designer and the customer and is non-transferable. This warranty does not extend to any fabric or fabric finish used on the products or damage or wear caused by misuse, negligence, accident, corrosion, modification by the customer, loss of product, or tampering in a manner to impair normal operation of product. Company makes no other warranties, express or implied, oral or written, arising by law, contract or otherwise, including warranties of merchantability, fitness for a particular purpose, interoperability or non-infringement, all of which are specifically excluded to the fullest extent permitted by law.

LIMITATION OF LIABILITY. Except for liability arising out of the gross negligence and/or willful misconduct of company, company’s total liability to designer and customer for damages for any cause whatsoever, and regardless of the form of any action, whether in contract or in tort, including, but not limited to negligence shall be limited to the price specified in the proposal for the specific product that caused the damages or that is the subject matter of, or is directly or indirectly related to the cause of action. In no event, shall either party be liable to the other party or any third party for loss of goodwill, loss of profits, loss of use or other special collateral, incidental or consequential damages, regardless of the form of action thereof, whether in contract or in tort, including but not limited to negligence, even if such party has been advised of the possibility of such damages. Designer assumes all liability for any and all damages arising from or in connection with, the use or misuse of the products by designer, its customer, its employees, or others.

Force Majeure. Neither party will be responsible or liable for any delay or failure in performance arising as a result of fire, accident, acts of God, acts of public enemy, war, labor disputes, failure or delays, transportation, inability to secure product, raw materials or machinery for the manufacturing process, requirements or acts of any government or agency thereof, judicial action or other causes beyond such party’s control. In such event, the delayed party may defer performance for a period equal to the time lost by reason of the delay. If such time exceeds forty-five (45) days, either party may by written notice to the other party cancel the Proposal as to any Products then undelivered without liability to the other party. Assignment. Designer will not assign or subcontract its order for the Product, any interest therein or any right therein, other than to its Customer specified in the Proposal without the prior written consent of Company. Any items that are received damaged , defective, or incorrect, must be reported within 10 days to Rowe Design Trade.

The Rowe warranty does not include the cost, if any, of transportation to and from the receiving location if delivery has already been completed.

White Glove: For warranted repairs all delivery cost or charges are non- refundable. The customer is responsible for return shipping to and from the factory.

Governing Laws; Disputes. Any dispute regarding the order or the Proposal (including these Terms) will be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without regard to its conflict of laws provisions). Designer agrees that it will submit to the personal jurisdiction of the competent courts of the Commonwealth of Virginia and the courts of the United States sitting in the Western District of Virginia, in any controversy or claim arising out of the sale contract, and will obtain the same agreement from its Customer. In the event a dispute arises under these Terms and Conditions or any order, the prevailing party in such dispute shall be entitled to recover its attorneys’ fees. The provisions of the UN Convention for the International Sale of Goods are hereby excluded.

Severability of Provisions. In the event of any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this contract will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Independent Contractors. The relationship of the parties is that of individual independent contractors or of vendor and vendee and nothing contained herein shall be deemed to (i) create a joint venture or partnership among Company and Designer, or (ii) cause either party or any of their respective officers, agents or employees to be or become the agent or employee of the other party for any reason.

I have read and understood the foregoing Terms and Conditions of Sale and agree to same: