GENERAL TERMS & CONDITIONS

ORDER SUBJECT TO ACCEPTANCE
All orders are subject to acceptance by Designers Resource Collection (“DRC” or "Seller"), at DRC's designated location for acceptance of orders.

ENTIRE AGREEMENT
ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT YOU ("YOU" OR "BUYER") AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF SALES ORDER BY BUYER WILL CONSTITUTE BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE AND EXCLUSIVE AGREEMENT OF THE PARTIES, AND NO TERMS OR CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON DRC / THE STUDIO AT DRC UNLESS MADE IN WRITING AND SIGNED AND APPROVED BY AN OFFICER OF DRC / THE STUDIO AT DRC. THESE TERMS AND CONDITIONS SUPERCEDE ANY PRIOR AND/OR CONTEMPORANEOUS AGREEMENTS BETWEEN BUYER AND DRC / THE STUDIO AT DRC. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFFECTED BY DRC / THE STUDIO AT DRC SHIPMENT OF GOODS FOLLOWING RECEIPT OF BUYER'S PURCHASE ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR INCONSISTENT WITH THE TERMS HEREIN.

PRICES AND TERMS
Prices are subject to change without notice. All product prices are exclusive of other charges and freight charges. A minimum deposit of fifty percent (50%) of the purchase price is required to initiate order fulfillment. The remaining balance of your order is due upon the shipment of the order, either partial or in entirety. Credit card orders are charged within 48 hours of shipments. Orders for in stock products require payment in full at the time of order placement. All accounts shall be paid net when invoiced. A service charge of the lesser of 1 1/2% per month or the maximum permissible rate will be added to all accounts not paid within thirty (30) days from the date of invoice for final balance due. Orders must be paid in full, including shipping, handling, crating and packing, storage, taxes and service charges prior to shipping.

CREDIT CARD AUTHORIZATION
Buyer and its principals hereby authorize seller to make recurring charges to the credit card on file for Buyer, for the payment of goods, shipping fees and other charges set forth on Seller’s invoice, in accordance with these Terms, and, if necessary, initiate adjustments for any transactions credited/debited in error or for refunds. Buyer acknowledges that to terminate the recurring charges Buyer, or its principals, must arrange for an alternative method of payment. Buyer agrees not to dispute Seller’s charges to Buyer’s credit card issuer so long as the amount in question was for conforming Goods which were ordered by and delivered to Buyer.

Third Party Client Info: Buyers are allowed, as a courtesy, to have their clients to pay for orders on their DRC account. However, all responsibility for payment and, all terms, conditions, and policies, are the responsibility of the Buyer whose name or business name is on the sales order.

MEMO POLICY
DRC offers a three (3) day memo service. To do so requires a credit card on file. DRC will wrap all small items and may request the Buyer provides a blanket to wrap larger items. The Buyer is responsible for the coordination of pickup/delivery and the loading of all items. DRC does not memo out items on a Friday or before holidays. It is the sole responsibility of the Buyer to return of any/all merchandise within the three-day allotted period. All returned items will be inspected by DRC staff for damages. Following the 72-hour period, DRC will charge the card on file for any merchandise not returned to the showroom, or damaged items.

DELIVERY, RETURNS AND WILL - CALL POLICY
Shipping/Delivery: As a service to our customers, Designers Resource Collection will arrange the shipping of orders via one of our preferred carriers unless Buyer specifies shipping method. All charges are PROFORMA and will be included on the final balance due notice. International shipping quotes available upon request. All international shipments require Certificate of Origin. There is a $50 fee and a 24-hour lead time. Buyer will be responsible for any charges incurred as result of any shipments returned as a result of Buyer’s unexcused delay of failure to accept delivery.

Receipt of Product: DRC highly recommends using a qualified receiving warehouse to receive, inspect, consolidate deliveries, and facilitate in-home installation. DRC will recommend a receiver for client if requested. DRC advises that all crated goods should be processed through a professional receiver such as a receiving warehouse. A receiving warehouse acts as an agent for the client and is responsible to note any damage and assist the owner with filing a freight claim when any damage is found. A qualified receiving person should be present to accept products when delivered directly to a home. When utilizing a receiver, it is the responsibility of the Buyer to notify the receiver of any merchandise to be received as well as any other instructions. All fees associated with the receiver are the responsibility of the client. When receiving shipments with a Bill of Lading (BOL), a signature on the BOL confirms that the products are received in good condition unless exception is made on the BOL. When receiving parcel deliveries, a signature on carrier automated handheld confirms that the products are received in good condition. If the driver must "drop and dash", the receiver should note on the BOL that any concealed damage of boxed or crated product will be the responsibility of the carrier or the manufacturer as determined upon inspection of the product. Full inspection must occur within 48 hours of delivery and if applicable, all freight claims must be filed within the carriers allotted time period for the filing of any claims.

Examine all wallcovering rolls upon receipt, verifying the pattern and colors before cutting. Reference the hanging instructions accompanying each roll for additional pattern specific information. Assemblage wallcovering ships rolled, but it cannot be stored rolled for more than two (2) weeks. To protect the quality of the product, this wallcovering should be installed within two (2) weeks of delivery.

Inspection of Product: Inspect the cartons or crates carefully. If there is any visible damage to the packaging, note it on the BOL or report to the parcel carrier representative. Take photos of any damage to the packaging, this is necessary to expedite damage claim resolution. Inspect any tape seal. If it is not intact or it is covered over, you should assume the package has been tampered with. Note this on the BOL or report to the parcel carrier representative. Unpack the cartons or crates. Inspect all merchandise carefully. Cartons and crates should always be unpacked in your presence. NEVER discard original packaging until satisfied with the delivery. If you are unable to inspect the merchandise at the time of receiving the shipment, note on the BOL that any concealed damage of boxed or crated products will be the responsibility of the carrier or the manufacturer as determined upon inspection of the products. DRC must be notified within 48 hours of any concealed damage that is found. Keep a copy of the BOL. Save the packaging material and take pictures of the damage. All claims should be reported to the customer service manager at the DRC showroom of purchase. However, when appointing their own carrier, client is responsible for filing claims with the appointed carrier.

Product Quality and In-Transit Damage Reporting: Products are inspected by the manufacturer prior to release to ensure that the order is in good condition, complete, and ready for shipment. The carrier is responsible for a complete inspection of the products at the point of origin. Any damage must be noted on the BOL. The signed BOL is confirmation by the carrier that they have accepted responsibility for delivering the products in the condition in which they were received. Inspections of the boxed or crated products are limited to the exterior of the packages. Exceptions must be noted, and the packages opened at once if the condition of the cartons or crates appears compromised. All freight damage claims must be made directly to the DRC showroom of purchase within 48 hours of receipt. If the customer appoints their own carrier, freight claims must be filed directly with the appointed carrier. DRC is not responsible for a customer's own, or third party, freight damage and claims.

Will-call pick-up: If a Buyer should choose to will-call items, they are responsible for making prior pick-up arrangements with the vendor for the will-call pick-up of the item(s). Further, Buyer assumes all responsibility for ensuring that correct items are in fact being received in accordance with the details on the DRC sales order. Buyers (or their specified receiver) shall ensure that all items are thoroughly inspected on-site and are free from damages, defects, or flaws. Any issue must be brought to the attention of the vendor and addressed at the time of pick-up. Any issue that cannot be resolved at the time of pick-up must be refused. Any refused pick-up must be reported to your DRC representative immediately. Once Buyer accepts item(s), it becomes the responsibility of the client and their specified receiver/delivery company. DRC will not be liable for any damages or issues that result due to the transportation of that item(s) from the vendor to the final delivery location. DRC cannot pursue claims on items that were accepted and transported from a will-call location.

STORAGE FEES
Additional storage fees of 3% per month will be charged to store merchandise held at DRC if not picked up within ten (10) days from the date of invoice for final balance due.

CANCELLATION OR CHANGE S TO ORDERS
ALL GOODS ARE CUSTOM MADE TO ORDER SPECIFICATIONS. ORDERS ARE NOT CANCELABLE AFTER THREE (3) WORKING DAYS, NOR RETURNABLE. EXCEPT IN THE CASE OF FABRIC AND WALLCOVERINGS, WHICH MUST CANCELED WITHIN 24 HOURS, PROVIDED ORDER HAS NOT ALREADY SHIPPED. CHANGES IN ORDERS, RETURNS OR CANCELLATIONS REQUIRE PRIOR WRITTEN APPROVAL FROM DRC / THE STUDIO AT DRC. SUCH ORDERS WILL BE SUBJECT TO A CHANGE, CANCELLATION OR RESTOCKING FEES OF UP TO 50% OF THE NET SELLING PRICE. ORDERS FOR SPECIAL PRODUCTS MAY NOT BE CANCELED.

THE SALES ORDER ACTS AS AN ACKNOWLEDGMENT OF THE ORDER AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. ACKNOWLEDGMENT OF THE SALES ORDER SUPERSEDES ANY PURCHASE ORDERS OR CORRESPONDENCE PREVIOUSLY SUBMITTED BY BUYER. IT IS THE RESPONSIBILITY OF THE DESIGNER/BUYER TO CONFIRM ALL ITEMS ON THE SALES ORDER ARE ACCURATE AND DETAILS ARE CORRECT.

FORCE MAJEURE
All quoted completion and delivery dates are estimates only and are subject to change by DRC / The Studio at DRC upon notice to You. DRC / The Studio at DRC shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond DRC / The Studio at DRC's reasonable control including, but not limited to, (a) government action, war, terrorism, riots, civil commotion, embargoes or martial laws, (b) DRC / The Studio at DRC's inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of DRC / The Studio at DRC or others, (e) fire, earthquake, storm, flood or other casualty or act of God, or (f) other contingencies of manufacture or shipment. Extended lead time from the manufactures do not make any order cancellable unless Buyer has written approval from DRC. In the event of any delay in DRC / The Studio at DRC's performance due in whole or in part to any cause beyond DRC / The Studio at DRC's reasonable control, DRC / The Studio at DRC shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.

TAXES
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Buyer.

TITLE/ RISK OF LOSS
Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer's. Any claim by Buyer against DRC / The Studio at DRC or carrier for shortage or damage occurring prior to such delivery must be made in writing within forty-eight (48) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from DRC / The Studio at DRC in the conditions claimed.

WARRANTY AND DISCLAIMER
Except as specified herein, DRC / The Studio at DRC warrants that any goods sold hereunder will be free from defects in workmanship and materials for a period not to exceed the published vendor warranty period. Please reference the represented vendor return policy by contacting your DRC representative. This warranty does not apply to damage or breakage resulting from misuse, accidents, dramatic temperature variation, abuse, neglect, mishandling or wear and tear resulting from normal use. Any defective products will first have the opportunity to be repaired by DRC, and if repair is unsuccessful, item will be replaced within the normal production time period required to reorder and manufacture the same product.

Furniture: Many wood and metal finishes are applied by hand and may vary in color, tone and character. While DRC / The Studio at DRC will make every effort to match a finish, no guarantee can be made of an exact match. DRC / The Studio at DRC does not guarantee finishes against fading and oxidizing. Variations in color and veining are inherent in stone and wood and considered to be part of the natural beauty. Furniture and lighting are handmade, and therefore is subject to slight variations.

Textiles: DRC / The Studio at DRC does not guarantee fabrics, dyed or natural, from fading. The suitability of a fabric or leather for any use is entirely at the discretion of the purchaser. Purchaser is responsible for all information related to required testing and treatment for any fabrics purchased. Additionally, purchaser is responsible for notifying the workroom with material specifications. Requirements may vary by application and jurisdiction.

Wallcoverings: may have color and texture variation in natural and handcrafted materials. Examine all wallcovering rolls upon receipt, verifying the pattern and colors before cutting. Reference the hanging instructions accompanying each roll for additional pattern specific information. Assemblage wallcovering ships rolled, but it cannot be stored rolled for more than two (2) weeks. To protect the quality of the product, this wallcovering should be installed within two (2) weeks of delivery.

THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF REMEDIES
DRC / THE STUDIO AT DRC SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, OR FROM ANY OTHER CAUSE WITH RESPECT TO THE GOODS OR THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. DRC / THE STUDIO AT DRC’S TOTAL LIABILITY HEREUNDER IN ANY CASE IS EXPRESSLY LIMITED TO REPAIR OR REPLACE (IN THE FORM ORIGINALLY ORDERED), AT DRC / THE STUDIO AT DRC'S ELECTION, THE GOODS NOT COMPLYING WITH THIS AGREEMENT, OR TO THE REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH AFFECTED GOODS. THE REMEDY PROVIDED FOR ABOVE IS BUYER'S SOLE REMEDY FOR ANY FAILURE OF DRC / THE STUDIO AT DRC TO COMPLY WITH ITS OBLIGATIONS REGARDING THE WORKMANSHIP OF ITS PRODUCTS. DRC / THE STUDIO AT DRC'S TOTAL LIABILITY TO BUYER SHALL NOT EXCEED THE PRICE OF THE PRODUCT OR PART ON WHICH SUCH LIABILITY IS BASED.

ANY CLAIM BY BUYER WITH REFERENCE TO THE GOODS SOLD HEREUNDER FOR ANY CAUSE SHALL BE DEEMED WAIVED BY BUYER UNLESS SUBMITTED TO DRC / THE STUDIO AT DRC IN WRITING WITHIN FORTY-EIGHT (48) HOURS FROM THE DATE BUYER DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.

REMEDIES UPON DEFAULT
DRC / The Studio at DRC requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, DRC / The Studio at DRC may, at its option, cancel any unshipped portion of this order, retain the goods and declare a forfeiture of the deposit as liquidated damages.

EXCLUSIONS
All of DRC / The Studio at DRC's drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the DRC / The Studio at DRC's catalogues, prices lists or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement. Furniture and lighting are handmade, and therefore is subject to slight variations.

WAIVER
Waiver by DRC / The Studio at DRC of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time. Any such waiver must be in writing and signed by an officer of DRC / The Studio at DRC.

SEVERABILITY
In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision or provisions shall be severed and the remaining terms and conditions shall remain binding and effective.

CONTROLLING LAW
This agreement shall be deemed to have been executed and delivered at DRC / The Studio at DRC, 2915 Red Hill Ave., Bldg. E Costa Mesa CA, 92626 & 4060 Morena Blvd. Unit A, San Diego CA 92117. This agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the State of California. All disputes shall be filed with the American Arbitration Association ("AAA") in Orange County, California and governed by the rules of AAA. All decisions made in the arbitration will be considered final and binding. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction. (Attorney fees and costs shall be awarded to prevailing party.)