Introduction

Each piece of furniture or merchandise is custom manufactured for you after your order is placed. Because each piece of furniture is custom-made to your specifications, it is not suitable for resale in the ordinary course of business. Therefore, once your order has been placed and your deposit has been authorized, your order is considered final and may not be canceled.

The following terms and conditions apply to your order. Please read them carefully before placing your order and before signing this Agreement. By placing your order and upon authorizing your deposit payment, you agree to the terms and conditions of purchase stated in this Agreement. We look forward to working with you toward the completion of a successful project.

Thanks again for this opportunity, and if you have any questions or comments, please let us know.

Acknowledgment and Acceptance of Terms of Purchase.

The terms and conditions stated herein, along with the features of the furniture or merchandise you order and the pricing for that merchandise, comprise the entire Agreement between you (“Buyer”) and LDLICF LLC (“Seller” or “We”) and supersede all prior agreements or discussions between the parties. By placing an order and authorizing the deposit payment, Buyer acknowledges that Buyer has read this Agreement and agrees and accepts the terms and conditions set forth herein. Seller agrees it will perform this Agreement in conformity to and in accordance with standard industry practices.

Payment terms:

• 50% due upon order.
• 45% due before shipping.
• 5% at delivery

Estimated delivery:

Seventy-five days from the last date of receipt of the approved documentation (purchase agreement, shop drawings, or samples) and receipt of the first partial payment. Upon written notice of 25 days, the Buyer can postpone the date of the shipment up to 3 weeks at no charge.

Seller shall notify Buyer of the scheduled shipment and delivery. Buyer agrees to render a second payment by certified check two business days prior to that date. Buyer hereby acknowledges and understands that the goods, which are the subject of this Agreement, are unique and are ordered according to specifications. As such, the goods ordered by Buyer under this Agreement can only be used by Buyer and cannot be resold by Seller. Based upon the foregoing, the Buyer expressly acknowledges that, in the event Buyer fails to comply with the terms in the signed Agreement or refuses to accept the delivery within seven (7) days after notice of delivery has been issued by Seller, the Buyer shall pay the full amount of the invoice less any payments previously made, notwithstanding that delivery was not made. Seller shall not be held responsible for any changes in specifications from any dated and signed plans and specifications which might accompany this order.

Buyer’s Obligations

Buyer hereby acknowledges that Seller sells custom furniture specially made for a particular Buyer and to that Buyer’s specifications. The Seller’s furniture is manufactured after the order is placed and is not suitable for resale to any other customer in the ordinary course of business. As such, Buyer may not cancel an order once placed, and payment of the deposit is authorized, and Buyer may not return furniture unless Seller fails to manufacture to the specifications of Buyer’s order. The Buyer becomes obligated to purchase the furniture ordered, and otherwise as set forth in these terms and conditions, effective upon the Buyer placing the order, and Seller credits the deposit to the order. No further confirmation, writing, or communication between Buyer and Seller shall be necessary for the Buyer to commit to the order.

Buyer is obligated to accept the delivery within seven calendar days of being advised by Seller (by telephone, email, or in writing) that Seller is prepared to deliver. Buyer is obligated to immediately notify Seller (by phone or email) of any change in Buyer’s address for delivery. Buyer will be responsible for all expenses incurred by Seller for the warehousing, storage, and/or disposal of merchandise if Buyer does not accept the delivery within seven calendar days of Seller notifying Buyer that Seller is prepared to deliver. Buyer is obligated to immediately notify Seller (by telephone or email) of any delay in Buyer’s ability to take delivery. Such notice shall not, however, excuse Buyer of Buyer’s obligation to take timely delivery as provided herein or to pay expenses as provided herein. If Buyer fails to take delivery within 20 days of Seller notifying Buyer that Seller is prepared to deliver, Seller’s obligation to deliver, and all further obligations of Seller, shall terminate. Buyer acknowledges that time is of the essence in the performance of Buyer’s obligations under this Agreement.

Changes to Orders

Once Buyer has placed an order and Seller receives the deposit, the Buyer may, within 24 hours, telephone the Seller and request changes in the order. The Buyer may request the Seller’s Agreement to change orders; the Buyer may not cancel the order. Seller reserves the right to agree to or decline any requested changes due to the availability of materials or any other reason. If Seller agrees to make, changes same shall be reflected on a Change Order form that shall be completed by Seller and signed by Buyer. The pricing of the furniture ordered will be adjusted according to Seller’s pricing in place at the time the changes are requested. The adjustment in the pricing will be made as follows:

1. Should the total price of the goods as adjusted following the change order be greater than the total price of the original order, the difference will be added to the total cost of the order, and an additional non-refundable deposit will be charged at the time the changes are requested in the sum of 50% of the increase in the total cost of the order.
2. Should the adjustment following the change order cause the total price of the goods ordered to be less than the total price of the original order, the difference will be deducted from the remaining balance due on order. No change will be made to the deposit paid by Buyer.

Ownership of Product and Risk of Loss

Any designs, creative concepts, or intellectual property submissions utilized or created by Seller become or remain the exclusive intellectual property of Seller. Seller shall have a security interest in and retain title to all merchandise purchased hereunder until paid in full. Risk of loss passes to the Buyer at the time of delivery to the designated address of delivery, and the Buyer shall assume the full risk of loss or damage at that time. The Seller cannot be held liable for damages or losses that occur outside the transportation and delivery services provided by the Seller.

Delivery and Inspection of Goods

Seller shall be obligated to deliver the merchandise ordered by truck or other transport to the location designated for delivery by Buyer. Buyer is required to document any non-conformance in the goods delivered and any shipping damage on the invoice or bill of lading which will arrive with the delivery, and complete a claim form. In the event, Buyer shall determine that there is any damage to the merchandise or that merchandise is missing or does not meet specifications, then Buyer shall be obligated to inform Seller immediately at that time of such claims. In the event of any such claim, Buyer shall immediately and at that time complete a claim form to be provided to Buyer by Seller and signed by both Buyer and Seller. The signed claim form shall be the only notice of “claim” recognized by Seller with respect to damage or other issues by transportation. Outstanding balances due after the delivery should be proportioned to the value of the item subject to the claim. Buyer cannot retain payment that exceeds the value of the merchandise missing, defective, or damaged for the direct responsibility of the Seller.

No obligation for Errors in Supplied Drawings or Documentation

Seller shall be liable for only measurements obtained by Seller’s site surveys. Seller shall not be responsible for the specification, dimensions, design, or other errors contained in drawings, documents, sketches, or plans provided to Seller by Buyer, Buyer’s professionals, or vendors, submitted as the documentation provided for construction. Suppose a finished product is not installable due to specification, dimension, design, and/or other errors outlined in drawings, sketches, or plans provided to Seller. In that case, Seller shall have no obligation or liability to Buyer with respect to same. Technical Specifications, dimensions, and technical data of decorative hardware such as hinges, handles, grommets, accessories, lighting, appliances, and fixtures provided by the Buyer or Buyer’s professionals should be available before starting manufacturing. If requested by the Seller, Buyer shall provide samples of such items. Responsibility for dimensional change in wood products or product failures resulting from improper design, placement, and use rests with the design professional. The design professional is responsible for compliance with building codes and local regulations, not the manufacturer/supplier and/or installer.

No Obligation for Damage or Injury for Merchandise Designed by Buyer or Buyer’s professionals

Seller shall not be liable for damage, injury, product liability, or any other claim with respect to merchandise that was designed in accordance with design specifications and dimensions set forth in drawings, sketches, and/or plans provided to Seller by Buyer or Buyer’s professionals.

Manufacturing Tolerance/Minor Imperfections

The custom furniture or merchandise ordered shall be manufactured within standard industry tolerances for any dimension based on Buyer’s specifications. It is recognized that minor scratches or imperfections may be seen on certain merchandise, especially natural products that inherently have naturally occurring imperfections or irregularities. Wood, for example, is a natural material and, as such, has variations in grain, color, tone, feel, and weight. Therefore, natural variations in these characteristics are unavoidable, and these characteristics, as well as minor scratching and imperfections, shall not be construed as flaws and shall not be grounds to reject the merchandise under this Agreement, especially where such minor scratches or flaws are correctable.

Availability of Materials

The availability of woods, fabrics, leathers, stones, and other materials may vary from the time an order is placed, and Seller shall not be responsible for the inability to fulfill an order due to the unavailability of required or special-order materials.

Material/Product Samples

Wood and stone samples will depict or show a representative sample of the wood grain for that wood species or wood type. However, the actual grain for a completed wood, stone, or leather product may only match some wood, stone, and leather samples due to naturally occurring variations in wood and stone grains. Similarly, leather and textile samples showing grain or pattern will also vary from product type and product run. Also, certain leather, textile, and fabric samples may differ in the finished product as the sample does not depict or show the full pattern repeat for that design. Further, dye and tinted materials may vary slightly from a sample to the applied finished product. Because wood, stone, and leather are natural products, each hide, stone, or wood species will have unique characteristics, including variations in color, grain, and natural markings. Wood, stone, and leather are natural materials that vary in grain, color, tone, feel, and weight. Therefore, natural variations in these characteristics are unavoidable. These characteristics are not construed as flaws; they are unique features inherent to leather, stone, and wood as natural products.

Care and Maintenance

Products are manufactured as designed from wood that has been kiln-dried to appropriate moisture content. Subsequent dimensional change in wood is an inherent property of the material. As normal minor fluctuations in humidity occur, the resulting dimensional response in properly designed construction will be insignificant. The appropriate relative humidity levels should be maintained to reduce humidity-related problems. Uncontrolled extremes are likely to cause problems. Together with proper design, fabrication, and installation, humidity control is an important factor in preventing dimensional change problems. Responsibility for dimensional change in wood products resulting from improper design rests with the design professional. Responsibility for dimensional change in wood products resulting from improper relative humidity exposure during site storage and installation rests with the general contractor. Responsibility for dimensional change in wood products resulting from humidity extremes after occupancy rests with the owner. The manufacturer/Supplier and Installer Shall not be held responsible for damage or injury caused by failure to comply with these requirements. Seller shall not be liable or responsible for warping, swelling, bending, or cracking of the wood and wood-based products after delivery. Nor shall Seller be liable or responsible for the misalignment of doors or drawers after delivery. Wood and wood-based products require specific care and maintenance. Wood and wood-based products are susceptible to warping and misalignment due to changes in humidity and temperature. Solid wood products are particularly susceptible to warping and may warp and become misaligned regardless of the degree of care taken to provide constant humidity and temperature conditions. Seller shall have no liability or responsibility for damages caused to the products. Certain wood veneer products are susceptible to scratches that cannot be repaired, retouched, or refinished. Extreme care must be taken to protect finished veneer products from scratch and chip damage. Seller shall have no liability or responsibility for damage to merchandise due to settlement of the structure where it is installed. Certain merchandise, due to its size, length, or the fact that it is affixed permanently to walls or floors, may be susceptible to cracking, bending, misalignment, or warping due to the settlement of the home, building, or structure where it is installed.

Fasteners

Buyer acknowledges that it is not possible to construct and install most furniture and other merchandise offered by Seller without some form of visible fastener. Most visible fasteners will be located inside the piece or unit but on occasion, and as may be designated on any drawings, sketches, and/or plans associated with an order, fasteners, including screws, may be visible on the final installed piece. Seller shall have no liability or responsibility to remove, replace, relocate or hide fasteners and screws utilized to affix the merchandise to its place of installation or used in its normal construction.

Hardware

A one-year warranty from the date of purchase will cover all hardware. After the one-year period, any warranty claims for the hardware must be directed to the manufacturer of the hardware. The buyer shall be responsible for contacting the manufacturer directly to obtain assistance with any warranty claims. Any improper installation or misuse of the hardware will void any warranty provided by the seller or the manufacturer.

Limitations on Liability

Buyer’s remedies for breach of this Agreement including, without limitation, breach of any warranty of any kind which may be construed to be a part of this Agreement shall be limited to Seller’s repair or replacement of the merchandise as per any valid and verified claims set forth on any signed claim form. Buyer shall not, in any event, be entitled to recover consequential or incidental damages against Seller. Further, Seller shall not be liable for any damages, whether for negligence or otherwise, arising out of, or in connection with, the use or character of the merchandise sold by Seller. These limitations extend to and include direct, indirect, special, punitive, incidental, exemplary, and consequential damages arising out of use, inability to use, and performance of products and materials. Given the nature of the products being offered, the Buyer agrees that these limitations are reasonable.

Consumer right

LDLICF’s “Product warrantee” is warranted against defects in materials and workmanship for a period of ONE (1) YEAR to conform to the rights of the consumer’s law.

Loss of Warranties

All goods are sold without warranty under a wide variety of climatic conditions and placement in the Buyer’s property. All goods are sold without warranty due to misuse and maintenance or accidental damages.

 Special Disclaimers

Due to variable material grain, porosity, and density, which are the properties of natural materials, the color may have slight tone variations in the final product.

Waiver; Modification; Binding on Successors; Assignment.

The terms of this Agreement shall not be waived, altered, modified, supplemented, or terminated in any manner whatsoever except by a written instrument signed by both parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assign affiliates, and/or subsidiaries. Neither party shall have the right to assign this Agreement or any obligation there under without the prior written consent of the other party.

Force Majeure

Seller shall not be liable for failure to perform any obligation under this Agreement because of acts of God, nature, or a federal, state, or local government agency, war, civil disturbance, labor disputes or shortages, or any other cause beyond the control of Seller. Entire Agreement; Severability. This Agreement reflects the entire Agreement and understanding of the parties hereto and supersedes all prior oral and written understandings or agreements. If any term, provision, or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remaining provisions of this Agreement, and the application of such terms, provisions, or conditions to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Shop Drawings

The shop drawings provided are subject to modification at any time, with or without notice, to facilitate the manufacture of the products following any relevant hardware, equipment, fixtures, or appliance requirements. It is the responsibility of the client or the client’s professionals to review and approve these shop drawings carefully. Any modifications requested by the client after the first revision and approval of the shop drawings will be subject to surcharges and presented as change orders. Any shop drawing modifications requested by the client after the first submission will be subject to a surcharge of $60 per hour. The shop drawings, design, technical solutions, and methodology remain the property of LDLICF and may not be used to reproduce the work with another manufacturer or without the consent of LDLICF. The Buyer or the Buyer’s professionals are also prohibited from using the shop drawings to obtain estimates from other parties or as references to purchase materials unless LDLICF sells such materials. LDLICF is not responsible for any inaccuracies in measurements for third parties using the measures indicated in the shop drawings to supply their products, work, or services”.

No modification to the merchandise is possible after delivery

The Seller may refuse to make modifications to the product after the approval of the shop drawings. Job site modification due to work progress that will require additional site surveys will be subject to a surcharge.

Site Survey and delivery.

It is further stipulated and agreed that the Buyer shall ensure that the space is accessible for site measurements or surveys at the scheduled time. The Buyer shall clear the space of any obstructions, including but not limited to furniture, boxes, garbage, tools, construction materials, or anything else that could interfere with the Seller’s employees or professionals during their work or compromise their safety. The Buyer shall also ensure that the space is free of dust and that no contractors are performing work that could obstruct the full use of the equipment or endanger the health of the Seller’s personnel. To secure accurate measurements, the completion of the drywall and the leveling of the floors must be executed in accordance with industry standards. Any necessary plumbing, electrical, and mechanical work must also be completed by the Buyer. The Buyer shall not limit or reschedule access to the site without prior consent of the Seller, as this may result in additional charges. At the time of delivery, the Buyer shall provide a safe parking space for the truck that does not violate any street regulations. The Seller shall not be held responsible for any parking restrictions.

Photography Rights

LDLICF shall have the right to photograph the work they have performed, including but not limited to architectural and construction projects.

The Buyer acknowledges that other professionals’ work may be inadvertently included in such photographs and that such inclusion shall not affect the Company’s right to use such photographs.

The Buyer shall not be obligated to credit any other professionals, corporations, or brands that may be present in the photographs.

This Article shall apply to all photographs taken by or on behalf of the Company, regardless of the medium or method of dissemination.

Governing Law Venue

This Agreement shall be construed in accordance with and shall be governed by the laws of the State of New Jersey. The parties hereby agree that any action to enforce this Agreement, or pursuant to this Agreement, shall be a venue in the Superior Court of New Jersey Essex County. Both parties expressly waive their rights to a trial by jury in any such action, suit or proceeding commenced hereunder.