All Purchase Orders (“PO”) for Corp Design products, including, but not limited to, office furniture and other commercial products (collectively “Products” or “Goods”) must be sent to Corp Design via email to YOUR ASSIGNED CSR. Please expect a 24-hour turnaround time for a PO to be processed and a Sales Order (“SO”) be produced by Corp Design. Each PO must include a shipping/pickup date, or PO/Order will be processed within 72 hours and SHIP. Nonetheless, Corp Design’s system will automatically delete any SO that does not contain shipping date(s) and are over thirty (30) days old. Any and all freight requirements are up-charges, as discussed below in Section 2, and must be included in the PO or otherwise will be charged automatically and/or at a later time. Dealer is responsible to review all SO information and verify its accuracy. Corp Design will not be hold responsible if there is a discrepancy between the customer’s PO and Corp Design’s SO.

No order for Product(s) or Good(s) shall be binding on Corp Design unless, and until, it is accepted and confirmed by Corp Design in writing. Corp Design, in its sole and absolute discretion, may refuse to accept any order, at any time, if it opines, deems, or determines that a Dealer’s financial condition makes it imprudent to do so, if Dealer has failed to perform its obligations hereunder, Corp Design’s prior dealings with Dealer, or any such other reasonable justification to do so. Corp Design reserves the right to accept or reject any order based upon its own criteria.

Notwithstanding the foregoing, there are numerous factors which affect the availability of Product(s) or Good(s), including, without limitation, any of the events, acts, omissions, occurrences, incidents, dealings, situations, manifestations, circumstances, or any other cause or causes covered under the Force Majeure clause in Section 8 of these Terms and Conditions, whether or not similar in nature to any of those specified therein, that are beyond the reasonable control of Corp Design. As such, Corp Design reserves the right, at its sole discretion, to accept an order and Corp Design’s judgment and decision in any such matters shall be final.

Upon Corp Design’s acceptance of an order, Dealer may not modify or cancel the order and shall be responsible to accept shipment of all accepted orders. Changes to any accepted order are only valid if approved in writing by Corp Design. Corp Design shall be entitled, at its own discretion, to refuse any request to change an order(s).

Notwithstanding anything to the contrary contained herein, all purchase orders submitted to Corp Design constitute Dealer’s acceptance and agreement to these Terms and Conditions. All Sales Order acknowledgment(s) and Invoices by Corp Design are subject to and governed by these Terms and Conditions.

A.New Accounts.
This sub-section applies only for any Dealer that does not have an existing account with Corp Design and is submitting its first order to Corp Design (“New Dealer”). Before Corp Design can process a New Dealer’s first order, Corp Design must receive within seven (7) business day of submission of the initial PO the (i) New Dealer’s completed and signed credit application provided by Corp Design; (ii) Copy of New Dealer’s Certificate of Liability Insurance for its business; (iii) Copy of New Dealer’s state sales tax certificate and/or re-sale certificate; (iv) New Dealer’s copy of business license and/or occupational license; (v) Fully completed New Dealer’s Profile provided by Corp Design; and (vi) New Dealer’s acknowledgement of its receipt and acceptance of Corp Design’s Terms and Conditions stated herein by signing the signature page provided below. At Corp Design’s sole discretion, New Dealer’s failure to provide the foregoing documents or provide incomplete paperwork within the requested time may result in cancellation of the PO. Until a New Dealer’s credit has been reviewed, approved, and an account number has been assigned to New Dealer, the New Dealer’s account will be on a pre-paid basis.

B.Dealer Portal.
Corp Design provides Dealer with its access to its own Dealer Portal, if Corp Design, in its sole discretion, considers that one is necessary for Dealer, or upon request by Dealer. Dealer shall contact Corp Design’s Assigned Customer Service Representative(CSR) OR to request access for its own Dealer Portal and to receive its credentials.
The Dealer Portal provides the Dealer with the ability to make any payments, the status of Corp Design’s current inventory, freight quotes, status of all orders, including, but not limited to, past and open orders, and other access. It shall be the duty of the Dealer to maintain its contact information on its Dealer Portal current and correct. If Dealer fails to do so, any notices, letters, consents, requests and/or other communications sent by Corp Design to the e-mail address and/or mailing address Dealer has on file on its Dealer Portal shall be deemed to be valid and binding on Dealer and Corp Design will not be responsible for the failure of such notice or other communication to reach Dealer.

Prices to Dealer for the Product(s) or Good(s) shall be those set forth in Corp Design’s catalog for such Product or Good, as in effect from time to time, less any applicable discount, credit, or reduction approved by Corp Design to Dealer (“Product Prices”). All Product Prices are in currency of the United States of America (“US”). Delivery prices are based on standard delivery date and time (8:00 a.m. to 5:00 p.m. Monday through Friday), and not including national holidays. Corp Design reserves the right to change its Product Prices, at any time, and will give notice to Dealer of such changes prior to the effective date of change. Any change in Product Prices shall be effective after the seventh (7th) calendar day of Dealer’s receipt of notice of new Product Prices, except for any PO and/or SO still open, or unless otherwise agreed to by the Parties (to honor all pre-existing terms, contracts and agreements between Corp Design and Dealer with respect to price).

All Product Prices are exclusive of any and all taxes, including, but not limited to, excise, sales, use, brokerage, insurance, transportation and/or occupational taxes and such other taxes related to the sale or use of the Products, now or hereafter imposed, together with all penalties and expenses. Dealer shall be responsible for collecting and/or paying any and all such taxes, whether or not they are stated in any invoice for the Products. Dealer shall indemnify and hold Corp Design free and harmless from and against the imposition and payment of such taxes. Corp Design, at its option, may at any time separately bill Dealer for any taxes not included in Corp Design’s invoice and Dealer shall pay said taxes, or in lieu thereof, shall provide Corp Design with a tax exemption certificate acceptable to all taxing authorities.

In order to qualify for Free Freight, an order must meet the minimum net dollar amount (the “Net Volume”) as established by the current Corp Design Freight Fee Per States Schedule that is available on the Dealer Portal (under “Freight Quote”) or provided by Corp Design upon request of the Dealer for same. The Net Volume is dependent on the State an order is being shipped to, and from which Corp Design warehouse the order is shipping from. If a minimum Net Volume is not met, a shipping/handling fee will apply and be charged to the order. Otherwise, all orders that meet the minimum Net Volume will ship for free to any of the fifty (50) U.S. States, at the applicable Delivered discount as set forth below in Section 4.

All transportation, insurance, brokerage, and other charges for delivery from Corp Design to Dealer represent estimated charges. If actual charges at the time(s) of shipment are greater than estimated, Dealer shall pay any increase on or before the due date set forth on the respective invoice for the Product(s) or Good(s) sent by Corp Design to Dealer. The following charges are not included in the prices for Product(s) or Good(s) (unless otherwise specified herein or in a separate Purchase or Sales order) and Corp Design reserves the right to separately charge Dealer for them: (a) shipping, taxes, customs and export and import duties; (b) all miscellaneous charges such as weighing and inspection charges, and charges for consular invoices and certificates of origin; (c) charges in effect at the time(s) of shipment which are not in effect on the date hereof or which Corp Design could not reasonably know were in effect; and (d) insurance on shipments.

Additional charges or up-charges will be incurred and applied to any and all orders requiring special handling and/or delivery services and/or instructions pursuant to a Dealer’s request for special handling and/or delivery on a case-by-case basis per order. Such additional charges include, but are not limited to, assembly charges, inside delivery, installation, call before delivery, no dock delivery, non-standard delivery time, and residential or some government agencies delivery, as well as the re-routing of an order.

All amounts owed, owing, or to be owed by Dealer to Corp Design for Product(s) and/or Good(s) pursuant to a PO, SO, invoice, or as otherwise required by these Terms and Conditions, must be paid in full in advance of delivery, until and unless Corp Design, in its sole and absolute discretion, grants Dealer credit terms in writing. When credit is granted (in Corp Design’s sole discretion), Dealer shall pay the full invoice within thirty (30) days or less after the date of Corp Design’s invoice therefor (or Net 30), unless other arrangements have been made and agreed to by Corp Design in writing. Invoice(s) will be submitted to Dealer once the order has been shipped by Corp Design. Notwithstanding anything to the contrary herein, (i) a Dealer’s first order must be paid in full in advance of delivery; (ii) all orders shipping outside the United States must be paid in full in advance of delivery; and (iii) all orders over $10,000.00 net require a 50% deposit.

Corp Design shall have the right, in its sole discretion, to cancel or delay delivery if Dealer fails to timely make any payment as required herein, or if Dealer is in arrears. If Corp Design cancels an order due to Dealer’s failure to make any payment when due, Corp Design shall have the right to retain all payments made thereunder, to the extent any payments have been made by Dealer, and apply such payments to any damages and costs that have been, or may be, sustained by Corp Design as a result of Dealer’s failure to make timely payment.

If Corp Design grants Dealer credit terms, the credit limit established by Corp Design for Dealer is based upon multiple factors, including, but not limited to, Dealer’s credit history and Dealer’s annual sales volume. Corp Design reserves the right to increase or decrease the credit limit, in its sole discretion, upon written notice to Dealer. If, in Corp Design’s sole discretion, the financial condition of the Dealer does not justify continuation of shipment on credit terms, Corp Design shall have the discretion to cancel any unfilled orders from Dealer or parts thereof and/or may require immediate payment for all goods delivered and/or full or partial payment in advance for all goods not delivered. Notwithstanding, Corp Design reserves the right to place a Dealer’s account on a “credit hold” at its sole discretion.

Any unpaid invoice will be considered past due after thirty (30) days from the date of the invoice. If any unpaid invoice in Dealer’s account is over thirty-five (35) days past due or a Dealer’s account is over its credit limit, any new order placed by Dealer will not be processed, shipped, delivered, and/or picked up until the past due invoice(s) are paid in full. A charge of the lower of 1.5% interest or the highest legal rate of interest will apply to all outstanding balances exceeding payment terms. No SPIFF shall be paid if the invoice is past due for more than forty-five (45) days. An account will be considered in default when any invoice has been past due for more than sixty (60) days. In the event a default occurs, Corp Design will remove any discount(s) previously provided by Corp Design to the delinquent order(s) and the Dealer will be charged the full list price for the item(s) as listed in Corp Design’s current catalog.

Dealer recognizes that the reputation and goodwill of Corp Design, the Products, and any related Trademark is of the upmost importance to Corp Design. Dealer agrees to abide by the requirements and restrictions set forth in Corp Design’s Minimum Advertised Pricing (“MAP”) Policy, which said Policy is incorporated herein in its entirety. It is the obligation of Dealer to promote and sell the Product(s) in accordance with the terms set forth in the MAP Policy. Dealer’s failure to abide by the MAP Policy will result in termination of Dealer, and Corp Design shall reserve the right to immediately cease providing Dealer with Product(s) or Good(s) and cancel all outstanding orders, in its sole discretion.

In addition to executing these Terms and Conditions, Dealer shall also acknowledge of its receipt and acceptance of the MAP Policy by signing the MAP Policy. Notwithstanding anything to the contrary herein, any order by Dealer to purchase Products shall constitute Dealer’s assent to Corp Design’s MAP Policy.

The following schedule or table provides the pre-approved discount schedule for Dealer, as applicable. Dealer discounts will depend on the tier Dealer has committed to and on whether a Dealer’s order is FOB or Delivered, as showed in the table below. If an order meets the applicable minimum Net Volume set forth in Corp Design Freight Fee Per States Schedule, the order will ship for free at the Delivered Discount below. Should it become necessary, Corp Design reserves the right to amend, from time to time, the Dealer discounts set forth below. Corp Design shall give written notice to Dealer of such change to its discount in effect at such time. Any change to a Dealer’s discount shall be applied to all orders submitted after Corp Design’s written notice of the change to the Dealer.

* “FOB” shall be FOB Dealer’s appointed warehouse.
**“DELIVERED” discounts are based on Dock-to-Dock delivery. Dock-to-Dock delivery refers to Dealer’s receiving area having a “dock high” area, where the truck backs up and Dealer’s personally unloads directly from the trailer straight across to Dealer’s dock.
If a Dealer’s discount is based upon FOB and Dealer desires to ship an order instead, then the discount applicable to the order will change from FOB to Delivered.
Container discounts are available at an additional 20% off 50/XX/20 and may vary per Product category(ies) or Product line(s). A deposit of 50% is required on all container orders with the balance immediately due upon delivery. Fill in container pricing from the local warehouse is available at 50/XX/5 off the current list price, FOB Corp Designs warehouse, and is available between consecutive container orders only with a maximum of ninety (90) days length of time.

Showroom samples are available at an additional twenty percent (20%) off Dealer’s regular discount off the list price FOB Corp Designs warehouse. All showroom samples must be selected within fifteen (15) days of Dealer’s credit application to qualify for Dealer’s tiered discount level. The following limitations apply to orders of showroom samples: (i) maximum of two (2) office chairs of the same model (regardless of color and options) per showroom; (ii) maximum of one (1) desk per series/workstation unit (regardless of color and options) per showroom; and (iii) dealer cannot re-order the same showroom sample(s) at the 20% showroom sample discount for at least a minimum of six (6) months.

SPIFF is available at the discretion of the Dealer. The following are payable SPIFF: (i) five percent (5%) on Case goods; (ii) Ten Dollars ($10.00) on swivel chairs; and (iii) Five Dollars ($5) on guest chairs. The foregoing SPIFF is payable monthly on orders that are completed and fully paid. SPIFF is based on standard discount only, and it is not available on container orders, unless previously requested by Dealer, negotiated, and approved by Corp Design. SPIFF will not be paid directly to the Dealer or owners unless the sale is directly produced by the owner. Notwithstanding, No SPIFF shall be paid if the invoice is past due for more than forty-five (45) days.

Dealer acknowledges that credit limits, special payment terms, discounts, and other concessions are privileges provided by Corp Design to Dealer. At Corp Design’s sole discretion, any Dealer account may lose its privileges without notice to Dealer.

At Corp Design’s sole discretion, and unless complete and specific shipping instructions are received from Dealer sufficiently before the shipment date and agreed to in writing by Corp Design, Corp Design may select the means of shipment, which include, but are not limited to, FedEx, UPS ground, LTL or FTL. Corp Design reserves the right to select the most appropriate carrier and routing on all shipments. Corp Design reserves the right to make partial shipments and to invoice Dealer therefor, which such shipments and invoices are to be governed by the terms and conditions contained herein. If shipment of any Product(s) is delayed by Dealer, all Product(s) held by Corp Design shall be at Dealer’s risk of loss and expense. In the event delivery of the Products, or any part thereof, is delayed due to the fault of the Dealer, any and all additional costs and expenses incurred by Corp Design resulting from such delay in delivery, including, but not limited to, those relating to storage, shall be chargeable to and paid by Dealer. Any unknown carrier issues are the sole risk of Dealer and shall be paid for by Dealer.

If for any reason an order cannot ship within seven (7) days after receipt of order (“ARO”), Dealer shall mark its PO as such and/or contact Corp Design’s Assigned Customer Service Representative (CSR) by email as soon as possible to make proper arrangements, in which event, a fifty percent (50%) hold, non-refundable deposit will be required. Please contact your Corp Design’s Assigned Customer Service Representative (CSR) to arrange pickup or delivery, as appropriate, with at least 72 hours’ notice.

A.Intentional Shipments.
Dealer shall be solely responsible for all delivery logistics, delivery validation, insurance, and compliance with laws and regulations for all orders shipping outside the United States, and all costs associated with the foregoing, including, but not limited to shipping, customs, excise and duty related fees and expenses. Dealer shall provide Corp Design with all customs and shipping documents, along with proof of payment to their chosen carrier, prior to Corp Design’s release and shipment of the Product(s) or Good(s). Any incomplete or unfurnished documents may result in the delay of the shipment of the Product(s) or Good(s) and will not be the responsibility of Corp Design. Any Product(s) or Good(s) shipping outside the United States will not be shipped until payment has been made in full.
For international shipments hereunder, risk of loss to the Product(s) or Good(s) shall immediately pass to Dealer upon the Product(s) or Good(s) departing Corp Design’s designated warehouse, and Dealer shall assume all risk and liability for loss, damage or destruction to the Product(s) or Good(s) thereafter.

Unless specified otherwise on a Dealer’s PO or as a result of an occurrence beyond Corp Design’s control, all orders are shipped within seventy-two (72) hours. All shipments are FOB point of shipment, otherwise referred to as FOB Carrier, unless specified otherwise on a Dealer’s PO and/or agreed to in writing by Corp Design at its sole discretion. Risk of loss is assumed by Dealer upon the earlier of: (i) delivery to Dealer or (ii) delivery by Corp Design to a carrier for delivery/shipping. If FOB Carrier, then the subject Carrier will thereafter be deemed as acting for Dealer and the shipment will be at the sole risk of the Dealer. As such, any damage(s) or missing part(s) to the Product(s) or Good(s) that occur during shipping will become Dealer’s full responsibility. Damaged or incomplete items will not be covered under any warranty and are non-refundable.

Delivery dates provided or quoted by Corp Design are estimates only and are not guaranteed. Corp Design reserves the right to extend a quoted delivery date for a reasonable time in its sole discretion. There shall be added to the time within which Corp Design shall perform any obligation in connection with the shipping and/or delivery of Product(s) or Good(s) when a delay in such performance is directly or indirectly caused by, or in any manner arises from, any of the events, acts, omission, occurrences, incidents, dealings, situations, manifestations, circumstances or any other cause or causes covered under the Force Majeure clause in Section 8 of these Terms and Conditions, whether or not similar in nature to any of those specified therein, that are beyond the reasonable control of Corp Design. Whether or not a premium charge for a delivery date is quoted, Corp Design shall in no event be liable for special, incidental, or consequential damages resulting from failure to meet delivery schedules. Dealer shall not refuse to take delivery of Products or Goods on accounts of damages and/or delays in receipt of such Products or Goods if the delay was a result of circumstances outside of Corp Design’s control, including, but not limited to, the circumstances listed herein, or if Corp Design has made reasonable efforts to dispatch such Product(s) or Good(s) through regular channels.

The delivery of the Product(s) or Good(s) by Corp Design to Dealer, as set forth herein, shall constitute the acceptance of such Product(s) or Good(s) by Dealer unless a written notice or other written communication by Dealer of any defect or nonconformity for is received by Corp Design in writing within ten (2) days of Dealer’s receipt of, or access to, such Products or Goods, whichever earlier. Notwithstanding the foregoing, any use of the Product(s) or Good(s) by Dealer, its agents, employees, contractors, licensees, or customers, for any purpose, after receipt thereof, shall constitute immediate acceptance. In addition, by accepting the Product(s) or Good(s), Dealer accepts full responsibility for the condition of the Products or Goods.

Notwithstanding the risk of loss in the Product(s) or Good(s) passing to Dealer in accordance with this Section, legal and equitable title in the Products shall not pass to the Dealer, and shall remain vested in Corp Design, until Corp Design has received in full, in cleared funds, all sums due to it with respect to the Product(s) or Good(s), and all other sums which are, or which become due, to Corp Design from Dealer on any account, order, and/or invoice. Thus, until title to the Product(s) or Good(s) passes to Dealer, (i) Corp Design shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Product(s) or Good(s); (ii) Corp Design and its agents and employees shall be entitled, at any time, and without the need to give notice to Dealer, to enter upon any property where the Product(s) or Good(s), or any part thereof, are stored, or upon which Corp Design reasonably believes them to be kept; (iii) Dealer shall store or mark the Product(s) or Good(s) in a manner reasonably satisfactory to Corp Design indicating that title to the Product(s) or Good(s) remains vested in Corp Design; and (iv) Dealer shall insure the Product(s) or Good(s) to their full replacement value and arrange for Corp Design to be noted on the policy of insurance as the loss payee. Irrespective of whether title to the Product(s) or Good(s) remains vested in Corp Design, risk of loss in the Product(s) or Good(s) shall nevertheless pass to Dealer upon delivery, which in all orders, unless otherwise agreed to in writing, and at the sole discretion of Corp Design, is FOB Carrier.

A.Picked Orders.
This sub-section applies only for any orders that Dealer has indicated will be picked up at one of the two Corp Design’s warehouses (“Picked Order”). Any Picked Order(s) that Dealer has been notified are ready for pickup must be picked up within seven (7) days, unless notified otherwise. Due to Corp Design’s operating system, orders that have been picked by Corp Design’s warehouse and are ready for pickup cannot be modified or cancelled without a Return Merchandise Authorization (“RMA”). If for any reason an order cannot be picked up within seven (7) days after receipt of order (“ARO”), the Dealer shall contact Corp Design’s Assign Customer Service (CSR) by email as soon as possible to make proper arrangements, in which event, a fifty percent (50%) hold, non-refundable deposit will be required. Please contact Corp Design’s Assign Customer Service (CSR) to arrange pickup with at least 72 hours’ notice.

Subject to Dealer’s full compliance with the terms and conditions set forth herein, Product(s) or Good(s) can be returned, if applicable, and in accordance with the terms herein, if the Product(s) or Good(s) are returned in the original packaging and the Product(s) or Good(s) are in the same condition as received by Dealer. Corp Design will charge a fifteen percent (15%) fee on any and all Product(s) or Good(s) being return to any of Corp Design’s warehouses, including, but not limited to, all Picked Orders and Product(s) or Good(s) that have remained at Corp Design’s docks past the pickup/shipping date marked on a Dealer’s PO and/or SO.

ALL CLAIMS FOR RETURN OF PRODUCT(S) OR GOOD(S) FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, DEFECTS, NONCONFORMITIES, SHORTAGES, OR DISCREPANCIES, EXCEPT DELAY IN DELIVERY OR SHIPPING, MUST BE MADE IN WRITING WITHIN TEN (10) DAYS AFTER THE EARLIER OF DEALER’S RECEIPT OR ACCESS TO THE PRODUCT(S) OR GOOD(S). NO PRODUCT(S) OR GOOD(S) MAY BE RETURNED FOR ANY REASON WITHOUT SECURING A RETURN MERCHANDISE AUTHORIZATION (“RMA”) FROM CORP DESIGN PRIOR TO RETURN SHIPMENT. DO NOT REFUSE OR RETURN ANY SHIPMENTS WITHOUT CORP DESIGN’S WRITTEN APPROVAL AND/OR RMA.

An RMA form must be filled out and sent via email to your Corp Design’s Assigned Customer Service Representative (CSR) along with pictures of each Product or Good sought to be returned. Any return shipment, when authorized, will be examined upon receipt by Corp Design to ensure that the Product(s) or Good(s) are in good condition. Corp Design, at its sole and absolute discretion, and within seventy-two hours of receiving the return shipment and examining same, unless circumstances outside the control of Corp Design impedes, hinders, or delays Corp Design’s ability to do so, Corp Design will either repair, replace, issue a credit or refund for the subject returned Product(s) or Good(s). IF APPLICABLE, ONLY THE VALUE OF THE PRODUCT(S) OR GOOD(S) IS REIMBURSABLE. SHIPPING COSTS ARE NON-REFUNDABLE IN ALL CIRCUMSTANCES.

A.Claims for Freight Damage | Refusals | Shortages.
Corp Design Customer Service will administer the filing of carrier claims if the order is shipped via our designated carriers. All carrier claims must be filed in writing with Corp Design within five (5) calendar days of Dealer’s receipt of the Product(s) or Good(s) and such Product(s) or Good(s) shall not be moved from the original ‘ship to’ location. If Dealer files a carrier claim after the five (5) calendar days, or moves, or causes to be moved, the Product(s) or Good(s) from the original ‘ship to’ location, the Dealer waives any and all rights related to any claims, damages, and/or any issues related to freight damage, refusals, and/or shortages. All written carrier claims must be submitted to your assign CSR and must be accompanied with a copy of the bill of lading for the subject Product(s) or Good(s), along with notation of any and visible damages, refusals or shortage, including, but not limited to, photographs of any damage, names of witnesses, and a detailed description of any damages. CORP DESIGN WILL NOT BE RESPONSIBLE FOR THE HANDLING OF CARRIER CLAIMS IF ORDER IS SHIPPED VIA A CARRIER SELECTED BY DEALER.

B.Claims for Manufacturing Defect | Concealed Damage.
Any claims for a manufacturing defect or concealed damage must be filed in writing with Corp Design two (2) calendar days of Dealer’s receipt of the Product(s) or Good(s). All written claims hereunder must be submitted to Corp Design’s Assigned Customer Service Representative and must be accompanied with a photograph of the subject Product(s) or Good(s) depicting the defect and/or concealed damage, as applicable and possible, and a detail description of any defect(s) or concealed damage(s). Due to unknown responsibility related to concealed damage(s), Corp Design will ship replacement(s) for any Product(s) or Good(s) with the Dealer’s next open sale order, unless Dealer requests Corp Design to expedite the replacement. If Dealer requests for the replacement to be expedited, Dealer, and not Corp Design, shall be responsible to pay for freight.

Corp Design shall not be liable to Dealer for damages and shall be excused from performance, if, and to the extent, Corp Design shall wholly, or partially, fail in, be delayed in or prevented from, performing or carrying out its obligations hereunder, including, without limitation, accepting or processing an order for Product(s) or Good(s), shipping or delivering Product(s) or Good(s), or otherwise performing any other obligation in connection with production, sale, delivery or tendering of any Product or Good to Dealer, when such failure, delay, or prevention is directly or indirectly caused by, or in any manner arises out of, or from, any act, omission, cause or circumstance by, or in consequence of (i) any act of God; (ii) civil or military disturbances (iii) nuclear and/or natural catastrophes; (iv) act of the public enemy; (v) act of war and/or terrorism; (vi) invasion; (vii) sabotage, insurrection, riot, or other civil unrest; (viii) fire, tornado, earthquake, hurricane, volcano eruption, explosion, storm, flood, ice/snow or other natural disaster; (ix) severe weather and/or transportation conditions; (x) national or local emergency; (xi) epidemic and/or pandemic; (xii) lockdown(s) and quarantine(s); (xiii) strike or other labor disturbances; (xiv) operational disruption caused by law or regulation; (xv) shortages or unavailability of labor, fuel, material, supplies, containers or docks; (xvi) lack of, unavailability of, or inadequate transportation facilities; (xvii) lack of, unavailability of, or inadequate storage facilities; (xviii) navigation or transportation accidents and/or breakdown or damage of vessels or other conveyances of air, land or sea; (xix) interruption of, delays in, or other impediments or hindrances to navigation or transportation; (xx) delays in production and delivery of Product(s) or Good(s) by supplier and/or manufacturer; (xxi) delays or failure in procuring any export or import licenses or other documents or authorizations deemed necessary or desirable by Corp Design; (xxii) orders, regulations, restrictions or embargoes imposed by any governmental, military or lawfully established civil authority in either its sovereign or contractual capacity; and (xxiii) any other cause or causes whether or not similar in nature to any of those hereinbefore specified that are beyond the reasonable control of Corp Design (collectively a “Force Majeure Event”). A Force Majeure event does not include an act of negligence or intentional wrongdoing by Dealer. Corp Design shall notify Dealer of the Force Majeure Event soon as reasonably practicable by giving written notice to Dealer stating the nature of the Force Majeure Event, its anticipated duration, and any reasonably and commercially practical efforts or actions taken by Corp Design to mitigate any such failure, delay or prevention of its obligations caused by the Force Majeure Event. In the event the Force Majeure Event continues for a period of more than 15 (days) or if, in Corp Design’s sole discretion, Corp Design deems the full performance of its obligations to Dealer impossible, frustrated, or not reasonably and/or commercially practical under the then-current circumstances, Corp Design shall notify Dealer of such and the Parties shall, in good faith, seek to modify the relevant order(s) in an effort to accommodate the circumstances caused by the Force Majeure Event.

All Product(s) or Good(s) supplied to Dealer by Corp Design shall be warranted by Corp Design only in accordance with Corp Design’s written warranty stated in the current Corp Design Pricelist and Product Catalog, which warranty may be amended or modified at any time by Corp Design.

OTHER THAN THE WARRANTY CONTAINED IN CORP DESIGN’S WRITTEN WARRANTY, AND TO THE FULLEST EXTENT PERMITTED BY LAW, CORP DESIGN HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT(S) OR GOOD(S) SUPPLIED BY CORP DESIGN TO DEALER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, USE OR APPLICATION OF ALL PRODUCT(S) OR GOOD(S). EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN WRITING BY CORP DESIGN, ALL PRODUCT(S) OR GOOD(S) ARE SOLD “AS IS” AND “WITH ALL FAULTS.”

IN NO EVENT SHALL CORP DESIGN BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. CORP DESIGN’S LIABILITY FOR DAMAGES SHALL NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY CORP DESIGN FOR THE PRODUCT(S) OR GOOD(S) FURNISHED OR TO BE FURNISHED, AS THE CASE MAY BE, WHICH IS THE SUBJECT OF ANY CLAIM OR DISPUTE. CORP DESIGN SHALL NOT BE LIABLE FOR LOSS OR DAMAGE (WHETHER PERSONAL, PROPERTY OR OTHERWISE) IN EXCESS OF THE PURCHASE PRICE, RESULTING FROM OR ARISING OUT OF THE BREACH OF ANY TERM OR CONDITION (WHETHER EXPRESS OR IMPLIED) OF ANY CONTRACT RESULTING HEREFROM, OR OTHERWISE RESULTING FROM, OR ARISING OUT OF, THE MANUFACTURE, SALE, DELIVERY, INSTALLATION AND/OR SERVICING OF THE PRODUCTS OR THE PERFORMANCE OR NONPERFORMANCE OF ANY CONTRACT RESULTING HEREFROM.

IF FOR ANY REASON CORP DESIGN SHALL BE OBLIGATED WITH RESPECT TO DEFECTIVE PRODUCT(S) OR GOOD(S), CORP DESIGN’S OBLIGATION SHALL BE LIMITED (IN ITS SOLE DISCRETION) TO EITHER: (A) REPAIRING OR REPLACING DEFECTIVE THE PRODUCT(S) OR GOOD(S), OR PARTS THEREOF; OR (B) CREDITING ALL OR A PORTION OF THE PURCHASE PRICE TO DEALER UPON TIMELY RETURN OF THE DEFECTIVE PRODUCT(S) OR GOOD(S) IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN.

Dealer shall indemnify, defend and hold harmless Corp Design, its directors, officers, agents, representatives, employees, members, subsidiaries and successors in interest, from any and all claims, actions, proceedings, liabilities, losses, damages, costs, or expenses, including, without limitation, reasonable attorneys’ fees and costs, to the extent that such claims, actions, proceedings, liabilities, losses, damages, costs or expenses arise out of, result from, related to or are in connection with any Product(s) or Good(s) provided to Dealer by Corp Design pursuant to any PO, SO, invoice or any agreement for the purchase and sale of Corp Design’s Product(s) or Good(s) to Dealer, these Terms and Conditions, any other agreement between the Parties, and/or any agreement made subject to these Terms and Conditions. Corp Design shall give Dealer notice of any charge, suit, action, proceeding or claim that may be subject to the indemnification obligations set forth herein and allow Dealer the reasonable opportunity to investigate such charge, suit, action, proceeding or claim. In connection with any charge, suit, action, proceeding, or claim brought against Corp Design by a third party, Corp Design shall have the option, in its sole and absolute discretion, to participate in the defense at Dealer’s expense. The indemnification obligations set forth in these Terms and Conditions shall survive the termination (or expiration) of these Terms and Conditions, any agreement between the Parties, and/or any agreement made subject to these Terms and Conditions.

Dealer undertakes and agrees not to, whether directly or indirectly, copy, produce, make, modify, or manufacture or assist or cause any other party to copy, produce, make, modify, alter, or manufacture any of Corp Design Product(s) or Good(s), or any part thereof. Dealer further agrees to not sell, distribute, market, promote, advertise, or cause to be sold, distributed, marketed, promoted, or advertised any of Corp Design Product(s) or Good(s) that is not an authentic and/or authorized Corp Design Product or Good or any Corp Design Product or Good that was not directly supplied, delivered, or furnished to Dealer by Corp Design pursuant to any PO, SO, invoice, or other agreement between Corp Design and Dealer.

Dealer further undertakes and agrees to not, whether directly or indirectly, manufacture, produce, promote, market, distribute, sell, or offer for sale or distribution, or cause to be manufactured or produced, any product or good that performs substantially the same function as, are similar in design and finishes as, or contain similar attributes, features, and benefits as, or otherwise competes, in Corp Design’s reasonable judgment, with Corp Design’s Product(s) and Good(s) including, but not limited to, Corp Design’s Veloce, Sling, Potenza, Potenza Executive and OneSuite series and any of Corp Design’s seating series. For the avoidance of any doubt by Dealer of its obligations hereunder, Dealer shall notify Corp Design of its doubt as to any product or good Dealer intends to manufacture, produce, promise, market, distribute, or sell that may violate the terms of this provision, and unless authorized by Corp Design in writing, Dealer shall refrain from doing so. Notwithstanding the foregoing, Dealer has the right to carry and sell other products and goods other than, and in addition to, the Product(s) or Good(s), provided, however, that unless otherwise agreed to by Corp Design in writing would violate the Dealer’s obligations herein. This provision is a material term of these Terms and Condition, and a material inducement for Corp Design to engage in business with Dealer, and Dealer acknowledges that Corp Design reserves the right to immediately terminate Dealer and seek any and all remedies available to Corp Design, whether in law or equity, against Dealer as a result of Dealer’s breach of, failure to comply with, or violation of this provision. Further, Dealer will never be permitted to engage in any future business with Corp Design, nor be authorized to sell, distribute, market, or otherwise, any of Corp Design’s Product(s) or Good(s) as a result of Dealer’s breach of, failure to comply with, or violation of this provision.

Pursuant to, and in addition to the indemnification obligations set forth above in Section 11, Dealer shall indemnify, defend, and hold Corp Design its directors, officers, agents, representatives, employees, members, subsidiaries and successors in interest, from any and all claims, actions, proceedings, liabilities, losses, damages, costs, or expenses, including, without limitation, reasonable attorneys’ fees and costs, to the extent that such claims, actions, proceedings, liabilities, losses, damages, costs or expenses arise out of, result from, related to or are in connection to any fake, counterfeit, copy, false, illegitimate or unauthentic Corp Design Product(s) or Good(s) that was produced, made, manufactured, advertised, marketed, sold or provided by Dealer to a consumer, customer, vendor, retailer, or other third-party, as well as in connection to any Corp Design Product(s) or Good(s) that have been modified or altered, in any way, either by Dealer or any other third party, without Corp Design’s authorization, and subsequently sold or provided by Dealer to a consumer, customer, vendor, retailer, or other third-party.

Dealer acknowledges that, as a result of any business dealing or transaction pursuant to these Terms and Conditions between Dealer and Corp Design, including, but not limited to, the sale and purchase of any Product(s) or Good(s), Dealer may have access to confidential and proprietary information and other information relating to the business and operations of Corp Design. As used herein, “Confidential Information” shall collectively mean information and documents belonging to Corp Design, which is of tremendous value and important to Corp Design, and the disclosure of which could result in a competitive or other disadvantage to Corp Design. Such Confidential Information includes, but is not limited to, information, whether written or oral, tangible or intangible, and intellectual property, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning Corp Design, and its business and operations including, without limitation, (i) any trade secrets or know-how, ideas, procedures, business practices and policies, market or sales information or plans, routines, technology, software, database, sales, promotional or marketing plans, expansion plans (including existing and entry into new geographic and/or product markets); (ii) any operational and management guidelines; (iii) any corporate and commercial policies; (iv) any cost, pricing or other financial data or projections; (v) any and all financial information, strategic alliances, the identity, background, and purchasing or sales history of any customer, dealer, prospect, manufacturer, factory, or vendor; (vi) any customer and/or customer list(s); (vii) business contacts involved in the manufacturing, distribution, and/or supply of the Product(s) or Good(s); (viii) Corp Design’s inventory; and (vii) any other information which Corp Design shall, in the ordinary course of business, possess or use and not release externally without restriction on use or disclosure. Confidential Information shall not include any information which is known to the public, or which is already in Dealer’s possession prior to disclosure by Corp Design.

Dealer recognizes that prior to the commencement of any business dealing or transaction with Corp Design, Dealer did not have access to Corp Design’s Confidential Information. As such, all of Corp Design’s information and documents shall be considered confidential and Dealer acknowledges that all Confidential Information is, and shall remain, the exclusive property of Corp Design and nothing in these Terms and Conditions, or any course of conduct between Corp Design and Dealer shall be deemed to grant Dealer any right in, or to, all or any portion of the Confidential Information.

Dealer recognizes and agrees that the Confidential Information is a valuable, special, and unique asset of Corp Design. As such, in consideration of Corp Design providing Dealer with Product(s) or Good(s), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Dealer, Dealer agrees that, in perpetuity, Dealer will not, at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate in any manner any Confidential Information to any third party without the prior written consent of Corp Design. A violation by Dealer of this paragraph shall be a material violation of these Terms and Conditions and will justify legal and/or equitable relief, including, without limitation, emergency injunctive relief and damages. In the event that Dealer is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, Dealer shall provide Corp Design with prompt notice of such request or order in advance of any disclosure of Confidential Information so that Corp Design has a reasonable opportunity to take steps to protect its interest(s) and seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or other appropriate protective device or procedure in order to assure, to the extent practicable, compliance with these Terms and Conditions.

Nothing in these Terms and Conditions, or pursuant to any PO, SO, or other agreement between Corp Design and Dealer, shall create a partnership, joint venture or other agency relationship between Corp Design and Dealer. Dealer is not an agent of Corp Design and Corp Design does not owe any fiduciary duty to Dealer. Dealer and Corp Design are conducting business and any transactions conducted between the Parties are arm’s length transactions. Dealer shall not enter into, or have the authority to enter into, any engagement, agreement, contract or make any representation or warranty on behalf of, or pledge the credit of, or otherwise bind or oblige Corp Design. Dealer is an independent business not affiliated with Corp Design and Dealer agrees that it shall transact its business on its own behalf and for its own account. Dealer has no power, authority, or right to act as an agent or otherwise for the account, or on behalf, of Corp Design or to assume or create any obligation or responsibility, expressed or implied, for, or on behalf of, Corp Design or to bind Corp Design in any manner whatsoever. Under no circumstances shall Corp Design be responsible for, or as a result of, the conduct of Dealer. Corp Design shall not be liable or responsible in any manner whatsoever to any third party for any expenditures or representations made, or obligations, indebtedness or liabilities incurred by Dealer in connection with Dealer’s sale, retail, marketing, advertising, distribution, delivery, or other transaction with any third party that relates, pertains, or concerns Corp Design’s Product(s) or Good(s).

A.Mediation.
Notwithstanding anything else contained herein, Corp Design and Dealer acknowledge and agree that mediation shall be a condition precedent to the filing of any action against any Party arising from, related to, or in connection with any agreement between the Parties, these Terms and Conditions, any PO, SO, or Invoice either provided to or by any Party, and any agreement made subject to these Terms and Conditions. Any Party may invoke mandatory mediation of the dispute utilizing the services of an independent mediator, who shall be selected by mutual agreement of the Parties involved in the dispute, and such Parties shall endeavor to schedule such mediation within thirty (30) days after mediation is invoked, which period may be extended upon agreement of the Parties to accommodate their respective schedules. The costs of the mediator shall be shared equally between the Parties. Mediation shall be conducted in Broward County, Florida, and the Parties shall personally participate in the mediation proceedings contemplated herein and shall endeavor to achieve a resolution of the dispute through mutual agreement.

B.Jurisdiction and Venue.
If Mediation does not resolve any such dispute between the Parties, then the exclusive jurisdiction and venue to resolve any controversy or claim arising out of, or relating to, or in connection with any agreement between the Parties, these Terms and Conditions, any PO, SO, or Invoice either provided to or by any Party, and any agreement made subject to these Terms and Conditions, shall be any federal or state court in Broward County, Florida, and the Parties expressly consent to such jurisdiction and venue.

C.Attorneys’ Fees.
The prevailing party in any action brought pursuant to these Terms and Conditions and/or any agreement entered into between the Parties hereunder shall be entitled to prevailing party attorney fees, costs, and expenses, through and including all appellate litigation and post-judgment collection.

Corp Design hereby notifies Dealer of its objection to all terms and conditions in any purchase order or any other communications from Dealer which are in addition to, different from, or conflicting with the Terms and Conditions contained herein and hereon. Neither the failure by Corp Design to object to a purchase order or any other communication from Dealer, nor any shipment and/or deliver of Product(s) or Good(s) by Corp Design, shall be deemed an acceptance of any terms or conditions which are in addition to, different from, or conflicting with the Terms and Conditions contained herein.

In addition to Dealer’s written acknowledgment of these Terms and Condition, all Terms and Conditions herein (and no other) shall nevertheless be deemed accepted if Dealer agrees to the quantity, description and price of the Product(s) or Good(s), whether such confirmation or acceptance be via invoice, sales order, purchase order, telephone order, custom order, e-mail order, e-commerce or website order, or any other transaction between Corp Design and Dealer for sale and purchase of the Product(s) or Good(s). Dealer shall also be deemed to have accepted all the Terms and Conditions contained herein (and no other) upon Dealer’s acceptance and/or use of the Product(s) or Good(s) provided by Corp Design.

IN ANY CIVIL ACTION, COUNTERCLAIM OR LEGAL PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS OR RELATES TO THESE TERMS AND CONDITIONS, ANY TRANSACTIONS CONTEMPLATED HEREUNDER, OR THE PERFORMANCE HEREOF, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND FOR WHICH MEDIATION UNDER SECTION __ OF THESE TERMS AND CONDITIONS WAS UNSUCCESSFUL, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY, IN BROWARD COUNTY, FLORIDA. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT (STATUTORY, CONSTITUTIONAL, COMMON LAW OR OTHERWISE) IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THESE TERMS AND CONDITIONS WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE OTHER PARTIES’ RIGHT TO TRIAL BY JURY. NO PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION.

A.These Terms and Conditions may not be released, discharged, supplemented, interpreted, amended, varied, or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of Corp Design, except for the rights reserved to Corp Design hereunder. All stenographic or clerical errors or omissions, however, are subject to correction.

B.The Terms and Conditions contained herein represent the entire understanding of the Parties with respect to the subject matter hereof, and cancels all prior agreements, arrangements, and understandings between the Parties (if any) relating to the Product(s) or Good(s) and cancels and nullifies all rights (if any) of Dealer arising against Corp Design by virtue of all or any of the said prior agreements.

C.The Parties agree that these Terms and Condition shall be binding upon and inure to the benefit of their executors, administrators, personal representatives, heirs, successors, and assigns.

D.No delay or failure on the part of Corp Design in exercising any right or remedy under these Terms and Conditions, or any agreement or contract between Dealer and Corp Design, and no partial or single exercise thereof, shall constitute a waiver of such right or remedy or any other right or remedy.

E.In the event that any one or more of the provisions contained in these Terms and Conditions shall, for any reason, be held to be unenforceable, illegal or otherwise invalid in any respect under the law governing these Terms and Conditions or its performance, such unenforceability, illegality or invalidity shall not affect any other provisions of these Terms and Conditions and these Terms and Conditions shall then be construed as if such unenforceable, illegal or invalid provisions had never been contained herein.

F.The headings used in these Terms and Conditions are inserted for convenience only and are not to be used in construing or interpreting these Terms and Conditions.

G.In these Terms and Conditions, (i) any reference to the plural shall include the singular and any reference to the singular shall include the plural; (ii) any reference to one gender shall include all genders; (iii) any reference to a person shall include natural persons and partnerships, firms and other such unincorporated bodies and companies and corporate bodies and all other legal persons of whatever kind and however constituted; and (iv) any reference to a clause or section shall (unless otherwise specifically provided) be to a clause or schedule of these Terms and Conditions.

H.Notwithstanding anything to the contrary contained herein, Corp Design shall not be obligated to perform any Term or Condition if such performance might, in the opinion of Corp Design’s legal counsel, violate any governmental law, regulation or ordinance (foreign or domestic), and Corp Design shall not be liable to Dealer for damages or loss as a result of such nonperformance.

I.Corp Design reserves the right to make changes in design and/or to add improvements in the Product(s) or Good(s) it manufacturers, sells, markets, or provides, at any time, without incurring any obligation to replace Product(s) or Good(s) previously sold.

J.Unless specifically provided otherwise, any notice or other document required under these Terms and Conditions shall be given in writing and shall be delivered to the respective Party via email, physical mail, or fax.

K.Corp Design assumes no responsibility that the Product(s) or Good(s) will conform to any City, State or Federal law regulation or will not infringe any trademark, copyright, or patent.

L.The giving of, or failure to, give advice or recommendations of any nature by Corp Design to Dealer shall not impose any liability upon Corp Design. No charge is being made for any technical advice furnished by Corp Design, and Corp Design assumes no obligation or liability for the results obtained or conclusion reached by Dealer. All such advice and/or recommendation is accepted at Dealer’s sole risk.

M.The various rights and remedies of Corp Design under these Terms and Conditions or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

N.These Terms and Conditions are subject to change at Corp Design’s sole discretion. Written notice of any change will be provided to the Dealer and Dealer acknowledges receipt and acceptances of the same by ordering any Product(s) or Good(s) from Corp Design after Dealer’s receipt of the new Terms and Conditions.

O.These Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Florida.

P.The person who signs these Terms and Conditions on behalf of Dealer has full power and authority to do so and to bind Dealer hereto.

GENERAL INFORMATION
Prices shown are list prices. Corp Design reserves the right to make changes in design or construction without prior notice.

AVAILABILITY
Corp Design maintains a high level of inventory in our In-Stock Program throughout our regional distribution centers. Our inventory is refilled on a regular basis, and orders are filled on a first come first served basis once a confirmed order is placed and an order acknowledgement is received. A 50% deposit may be required in order to hold inventory based on availability. Corp Design will hold product up to 30 calendar days. Deposit will be forfeited after this period unless a written cancellation request is submitted within 30 calendar days or a confirmed purchase order is received. Please note: large orders may require an extended lead time. In the event an item is not available, two options may apply that require written authorization from the dealer:

OPTION 1
Partial ship available quantity and back order remaining items — minimum drop off charges (if applicable) apply to BOTH the initial partial shipment as well as any subsequent back order shipments.

OPTION 2
Hold until complete order is available through Corp Design’s regular inventory replenishment for the distribution center where the order is being fulfilled.

SPECIAL ORDER OR CONTAINER ORDER PROGRAM
A 50% deposit is required to enter your order into production. A minimum quantity is required, please call for details. Products are shipped to any point of destination within the continental USA in approximately 12–16 weeks.

ORDERING PROCEDURE
An approved credit application is required to open a Corp Design account and process an order. Orders can only be accepted from authorized Corp Design dealers. Orders from customers without a previous Corp Design credit rating will have to be pre-paid. Corp Design does not accept verbal purchase orders or revisions. Orders are accepted via email only. Please email purchase orders to your assigned CSR.

ORDER ACKNOWLEDGEMENT
Corp Design sends acknowledgements on all orders. Please review the acknowledgement carefully and advise us immediately of any discrepancies. The Order Acknowledgment is the final agreement between Corp Design and the customer, superseding all previous communication regarding that order.

CANCELLATION AND ORDER CHANGES

IN STOCK PROGRAM
Cancellations or revisions will not be accepted after the order has shipped.

SPECIAL ORDER PROGRAM
Cancellations or revisions will not be accepted after the order has been acknowledged and entered into production and any deposit made will be forfeited. All shipments are FOB point of shipment. Pricing is based on standard delivery (8am to 5pm Monday through Friday). Corp Design reserves the right to select the most appropriate carrier and routing on all shipments. Orders requiring special delivery services (including but not limited to the following) will incur additional charges: Assembly charges, inside delivery, Installation, Call before delivery, No dock delivery, Nonstandard delivery time, and Residential delivery.

CLAIMS

Freight Damage | Refusals | Shortages
Corp Design Customer Service will administer the filing of these claims if the order is shipped via our designated carriers. All claims must be filed with Corp Design within 15 calendar days of receipt of goods. Claim will be disputed if product is moved from original ‘ship to’ location. In order to expedite the process, you will need to send us a copy of bill of lading with notation of any visible damages, refusals or shortage. Corp Design will not be responsible for filing claims if order is shipped via the customer’s selected carrier.

MANUFACTURING DEFECT CONCEALED DAMAGE
Claims for a manufacturing defect or concealed damage must be filed with Corp Design within 15 days of receipt of goods. In order to process your claim, we will need a digital photo and a properly fill Corp Design claim form.

WARRANTY ISSUES
Claims for warranty issues must be filed with Corp Design. Original invoice number, detailed description of issue(s) along with a digital picture will be needed at the time the claim is filed.
*All claims MUST be filed through Corp Design’s website.
Fabric and finish colors may vary in catalog reproduction and dye lot.

PARTS REPLACEMENT
Replacement parts are available from our distribution center.

RETURNS
Not accepted.

WARRANTY
Corp Design warrants its products to be free from defects in material and workmanship under normal use and care. This warranty is made only to the original end user within the following periods from the original date of purchase:

DESKING
* Ten (10) years for non-moving parts.
* Ten (10) years for slides, leveling glides, locks and other moving parts.

SEATING WARRANTY
* Ten (10) years for non-moving parts.
* Five (5) years for mechanisms, gas cylinders and other moving parts.
* Five (5) year for upholstery materials and foam.
This warranty is based on an eight-hour, single shift work day for users weighing up to 250 pounds or otherwise as noted. Corp Design will at our discretion replace or repair any product that is defective in materials or workmanship, given normal use and care. Variation of wood, leather or any other natural materials are not considered defects. This warranty does not cover: damage caused by transportation; cost of transportation or labor; normal wear and tear negligence, abuse, accident or misuse by the purchaser. This warranty will not apply if the chair have been altered, repaired, refurbished or re-upholstered by the purchaser. This warranty is not valid if the products are used for rental purposes.

LIMITATION OF LIABILITY
Under no circumstances, including but not limited to breach of contract, breach of warranty or negligence, shall Corp Design be liable for lost profits, loss of goodwill, stored data, general, special, consequential or exemplary damages, even if Corp Design had notice of these damages or they were foreseeable. Corp Design shall not be responsible for verifying dealer’s or customer’s description of needs, data, or the fitness for a particular purpose of goods. Corp Design’s liability in all cases shall be limited to repair or replacement of the defective parts, or the purchase price of the product. Damages resulting from misuse, abuse, alteration, negligence, or accidents are not covered under this warranty. Except as otherwise provided, Corp Design makes no other warranties, expressed or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose.

CARE AND MAINTENANCE
dust all surfaces on a regular basis with a soft damp cloth, in the grain direction; do not use spray polishes or those containing silicone.
lift all objects when moving ; never drag objects across the finished surface; sharp metal objects such as keys, spring binders and briefcase hinges should be kept from contacting the finished surface.
wet objects should be placed on coasters; use a desk pad for writing.
bottoms of items like flower vases and desk accessories should be protected.
contact with certain plastics may result in discoloration and finish damage • use of felt pads under electronic equipment is recommended.
furnishings exposed to ultraviolet rays may change color.

Corp Design’s hardware is selected for easy maintenance.
Certain precautions will help to keep these items last:
lubricate the housing and ball bearings of drawer suspensions every six months with a high quality petroleum jelly type lubricant.
use a window type cleaner, sprayed onto the cloth, to clean pull hardware.
furniture settles over time, to ensure correct drawer alignment, check unit is level and adjust glides as required.

Dealer acknowledges that it has read and understands these Terms and Conditions and is fully aware of its obligations hereunder. By placing a purchase order, the dealer and its representatives accept and agree to all the above Terms and Conditions herein.