The quotations given by our agents, by telephone, telex or fax, shall not be binding on us unless confirmed in writing by EDWARD RICH COLLECTION. Therefore, EDWARD RICH COLLECTION shall be committed only upon acceptance of the order duly drawn up by us, and stating the general sales conditions which shall solely apply, to the exclusion of any other general sales or purchase conditions. The client shall be deemed to have accepted such conditions, unless he objects to them in writing by registered mail with return receipt requested within five days from the dispatch of the acceptance of the order.

Such letter sent by the client shall suspend the order until the parties are in full agreement.

Unless explicitly agreed to, our supplies are quoted ex-works or warehouse, without packing, and the contract terms regarding the conditions of transportation and/or packing shall not affect the nature of the contract.

It is explicitly agreed that the risks inherent to transportation shall be borne by the client.

In any cases, save for contractual conditions, if the client requests that EDWARD RICH COLLECTION arranges for transportation, EDWARD RICH COLLECTION shall always be considered as the purchaser’s agent, and the purchaser shall agree to reimburse EDWARD RICH COLLECTION for the direct and indirect costs resulting from such shipments, and shall not question the amount or nature thereof.

It will then be the responsibility of the client, or of his consignee, who is actually giving the transportation order, to ensure for the risks and to check, upon arrival of the goods and within the period provided for by law, the condition, quantity and weight of the supplies, and their compliance with the shipping voucher, so as to immediately inform EDWARD RICH COLLECTION thereon; it is also reminded that the client or his consignee shall be responsible for notifying the freight forwarder of any defects found within the above period. Unless reservations are made within the above period, the client shall not be entitled to take any later action against the forwarder.

Delivery shall occur either upon transfer to a forwarder selected by the client or selected by us upon the clients instructions, or upon direct transfer to the client.

In any case, the client agrees to ensure the risks inherent to such transportation, for which he shall be held ultimately responsible either by himself or together with the forwarder.

If for reasons resting with the client, shipping is delayed for more than two weeks, the products shall be stored and handed at the client’s risks and expenses, and the client agrees to ensure such risks.

Packing shall be invoiced at our best prices and is non returnable. It shall be paid for together with the total invoice.

As customary in the trade, and because of manufacturing risks, the delivery period is only indicative, unless the parties agree on a date requirement in writing.

Therefore any delay shall not give rise to compensation or penalties of any nature whatsoever.

In any case, the payment of any penalties for delay may be required only with EDWARD RICH COLLECTION ’s written approval and for an amount not to exceed 5 % of the price of the furniture, before taxes and without packing, affected by the delay.

Moreover, the client shall justify the harm suffered in order to be entitled to contractual penalties. It is agreed that there shall be a grace period of 10 days before the penalties are applied.

At any rate, delays, even if they were to give rise to penalties for delay, shall be applied with due consideration to case lax on force majeure.

If while the order is being processed, the client requests changes to the original order, such changes shall become effective only upon EDWARD RICH COLLECTION ’s agreement in writing.

EDWARD RICH COLLECTION reserves its rights, in the event of a change, to adjust the prices, the delivery terms and the terms of payment. The effectiveness of the contract shall resume upon the client’s and EDWARD RICH COLLECTION ’s express agreement.

In the event of non-payment of the sums called for in the contract, EDWARD RICH COLLECTION shall have its rights to terminate the contract. The instalments already paid shall be kept by EDWARD RICH COLLECTION as contractual penalty. EDWARD RICH COLLECTION reserves the right to undertake any further proceedings in order to receive compensation or the actual damages, which may exceed the sums already received. The goods shall remain the property of EDWARD RICH COLLECTION.

The quality and quantity control carried out by EDWARD RICH COLLECTION shall not dispense the client from carrying out his own inspection. As the client has a thorough knowledge of the specifications and performances, there shall be no acceptance procedure, and no other special documentation shall be provided, other than the maintenance guide and assembly instructions. If the client so wishes, he may request, at the time of order, and only then, a technical acceptance procedure.

In any case, the buyer shall be responsible for taking out an insurance to cover the furniture included in the order against breakage, as soon as such is made available.

Assembly can in no event be considered as technical acceptance. If the client so wishes, he may request, at the time of order, and only then, a technical acceptance procedure.

EDWARD RICH COLLECTION reserves the right to make slight alterations to the design, aesthetics or manufacture of the furniture in order to improve its quality, with out prior warning.

The furniture must be kept in normal conditions. The pieces with solid woods must be kept at room temperature between 18° and 24° centigrade with a humidity level between 50% and 70%.

We guarantee that our supplies are manufactured in accordance with professional standards. The guarantee does not cover damages resulting form causes attributable to the buyer or the final user (neglect. irrational or improper use, lack of maintenance, abnormal wear and tear, corrosion, erosion ...) or damages caused by third parties or by acts of God. Unless previously agreed no return of good shall be accepted.

If the client, even though he has been advised by EDWARD RICH COLLECTION of the delivery date, has not taken the necessary action to make sure that the shipping or any other facilities required are not ready by the delivery date, the guarantee period shall not be extended.

The basic contract guarantee period shall be 12 months, and shall stand upon the date of delivery of the furniture. Any change or extension shall be stated in a written agreement.

The mechanical guarantee exclusively covers the repair, including parts and labour, of equipment or the supply of parts at no charge if the problem is due to defective workmanship or material, as duly acknowledged by us.

The parts replaced shall become the property of EDWARD RICH COLLECTION. The guarantee period on these parts shall be the same as for the warehoused equipment. The guarantee shall not cover wearing parts: joints, packing, expandable items, etc.

For products and/or accessories manufactured by third parties, the guarantee shall be limited to the guarantee of such third parties. The guarantee shall become effective upon full payment of the furniture.

The client agrees to give notice within 48 hours and in writing of any problems encountered with the furniture and shall allow EDWARD RICH COLLECTION to verify and correct them.

EDWARD RICH COLLECTION shall not be responsible in case of any claim notified after the above-mentioned period.

Furthermore, the client shall not take any corrective action on the furniture, unless authorised to do so by EDWARD RICH COLLECTION in writing. He agrees to allow access to the furniture for EDWARD RICH COLLECTION or agents working on its behalf and to provide EDWARD RICH COLLECTION with all facilities to repair same EDWARD RICH COLLECTION shall not be liable for any compensation for indirect damages or industrial losses.

In any event, the guarantee coverage shall not exceed the price of the furniture delivered.

Except for the reservations expressly stated or for an unforeseeable increase in operating expenses (raw materials, energy), the prices of our products are as stated on the confirmation of the order. They may be revised only by application of the revision or escalation formulae stated in the quotation or in the order.

All total or unit prices are before taxes, which are invoiced and payable over and above such prices.

Invoicing with tax exemption.

In accordance with Article 275 of the General Tax Code (and with the EC ordinance of 25/03/83), only the buyers which have provided a tax exemption certificate prior to the delivery of the goods may be exempted from taxes.

All the above prices are prices before taxes, ex-works, for unpacked furniture.

Minimum invoice amount: 2000 EURO

Less than 2 000 EURO < C.O.D.

From 2 000 to 5 000 EURO : total amount by cheque upon order.

From 5 000 to 15 000 EURO : 50% by cheque upon order.

Balance by bank draft upon delivery.

From 15 000 to 50 000 EURO: 40 % by cheque upon order. 30% upon expiration of half of delivery period. 30 % upon delivery.

Last two instalments by bank draft 30 days from end of month of invoice.

Amount > 50 000 EURO

30 % by cheque upon order.

40 % upon procurement of major unworked items or no later than upon expiration of half of delivery period.

30 % upon delivery

Last two instalments by bank draft 30 days from end of month of invoice.

The VAT may be demanded within the month following the date of invoice.

In case of a guarantee with holding, such shall not exceed 5 % of the order amount, and the corresponding amount shall be paid at the same time as the last instalment upon delivery, against a bank guarantee which shall be automatically cancelled upon termination of the guarantee period agreed upon.

Bank guarantees shall not be issued for terms of guarantee less than 5 000 EURO.

EDWARD RICH COLLECTION shall not issue bank guarantees payable upon first request.

In the event EDWARD RICH COLLECTION were unable to deliver the items included in the order within the period requested because the client has not met his obligations, has not delivered the goods ordered by him and required to complete the order, or has prevented the smooth processing of the order, EDWARD RICH COLLECTION shall have the right to request payment by the client of 80 % of the price before taxes of the order already completed by EDWARD RICH COLLECTION, after deduction of the payments already received on the date when delivery should have taken place.

In the event of non return of our drafts with acceptance and domiciliation within 8 days, of non payment of an amount when due, the term shall expire and the unpaid amounts, even though they are not due yet, shall become immediately payable, at our option and without formal notice.

Unless a carryover is expressly authorised, any past due amount shall, ipso jure and without formal notice, bear interests on arrears at the rate of the advances on securities of the Banque de France applicable on the date of delivery, plus two points, with a 1 000 EURO minimum contract amount. After official notice, any expenses related to legal proceedings shall be borne by the defaulting debtor.

Transfer of ownership shall occur upon payment of the price by the buyer. Cheques, bills of exchange and assignment of receivables shall be considered as payments only when they are actually collected from the buyer. Until then the clause of reserve of ownership shall be fully applicable.

The buyer shall not modify, incorporate or assemble the furniture before paying for it. In case of violation of this provision, the seller may immediately exercise his right of claim on the furniture that is still intact.

The buyer may sell the purchased goods to his clients, with a reserve of ownership, within the framework of the normal activities of his company.

In such event, he agrees to inform his client of the existing clause of reserve of ownership on the goods he wishes to purchase, and of the right reserved by the initial seller to claim from him either the goods under dispute or the price thereof pursuant to Article 66 of the law of July 3, 1967, as modified by the law of May 12, 1980.

The risks shall be assumed by the buyer, upon delivery of the goods, as provided in the contract, notwithstanding the reserve of ownership.

The buyer shall be responsible for taking good care of the furniture sold, while the reserve of ownership is effective.

In case of non-payment of the price, the contract shall be terminated ipso jure upon the seller’s request, by mail letter. The defaulting buyer shall return the unpaid goods, at his risk and expense, upon the seller’s notice to do so by registered letter.

In the event the seller must claim the goods, he shall be entitled to keep the payments received as damages, pursuant to the penalty clause.

As the furniture sold pursuant to this order is deemed to remain our property until full payment of the price, the person who receives the equipment before full payment of the price shall be its custodian and shall take all care to perfectly protect it.

He shall be held responsible for any direct damage suffered by the furniture and for the tangible or intangible consequences.

French law shall exclusively govern our contracts, regardless of the country of destination.

The fact that one of the provisions of the contract is invalid shall not affect the applicability of the other provisions thereof. In case of a dispute, which cannot be settled amicably, the COURT of OLORON SAINT-MARIE shall be solely competent.