Sale Order Terms and Conditions

SALES AND SECURITY AGREEMENT (“Agreement”)

Section 1. Sales Orders; Payment; Order Cancellations; No Delivery - Purchaser agrees to pay Cantoni LP (“Cantoni”) the total purchase price for the personal property described on the Sales Order attached hereto (“Ordered Merchandise”) including, without limitation, applicable sales tax, delivery charges and restocking charges where applicable (together with the total purchase price, the “Total”). In the event Purchaser enters this Agreement with respect to a Sales Order containing only items that are in-stock on the date hereof (“In-Stock Merchandise”), Purchaser shall pay the Total for such Sales Order in full on the date of this Agreement (“Purchase Date”). Purchaser must have delivery of In-Stock Merchandise made to a Purchaser location within 30 days of the Purchase Date. Prior to delivery of In-Stock Merchandise to Purchaser, Purchaser may cancel an order of In-Stock Merchandise for store credit only. Unless otherwise agreed between Cantoni and Purchaser, in the event Purchaser enters this Agreement with respect to a Sales Order containing merchandise that is not then in stock in Cantoni’s warehouse and must be ordered by Cantoni, including without limitation, backordered merchandise (collectively, “Unstocked Merchandise”), Purchaser shall pay a deposit of 50% of the Total on the Purchase Date. The balance in full is due and payable within 7 days of arrival of the Unstocked Merchandise at Cantoni’s warehouse (“Arrival Date”). Purchaser must have delivery made to a Purchaser location within 30 days of the Arrival Date of all merchandise listed on a Sales Order containing Unstocked Merchandise. Unstocked Merchandise will substantially conform to the description on the Sales Order, except that such merchandise may vary in grain, color, stain, shape, texture or pattern from description or sample, and described sizes are approximate only. Merchandise shall not be delivered or made available for pickup by Purchaser until Cantoni has received full payment of the Total for the applicable Sales Order with respect to such merchandise. In the case of payment by check, merchandise shall not be delivered or made available to Purchaser until three weeks thereafter. Cantoni will refund any deposit or payments made by Purchaser, if any, if, before full payment of the purchase price hereunder, such Ordered Merchandise becomes no longer available in the same condition as at the Purchase Date.

Section 2. “AS-IS” MERCHANDISE - ALL MERCHANDISE IS SOLD “AS-IS” AND NO EXPRESS OR IMPLIED WARRANTIES ARE MADE WITH RESPECT TO SUCH MERCHANDISE. ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. PURCHASER BEARS THE ENTIRE RISK AS TO QUALITY AND PERFORMANCE OF THE MERCHANDISE, AND IF THE GOODS PROVE DEFECTIVE FOLLOWING PURCHASE, PURCHASER ALONE (NOT CANTONI, MANUFACTURER OR ANY OTHER PARTY) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. PURCHASER DISCLAIMS RELIANCE UPON ANY REPRESENTATION NOT STATED HEREIN.Notwithstanding the foregoing, Cantoni passes on to the Purchaser the warranties as are available from the manufacturer, with the exception of “Clearance” items, as noted on the Sales Order.

Section 3. Undelivered Merchandise - Except in the case of In-Stock Merchandise that has been cancelled pursuant to Section 1 or returned pursuant to Section 4, any Ordered Merchandise that has not been delivered to Purchaser within 30 days of the Purchase Date or Arrival Date, as applicable, shall be non-refundable upon the expiration of such 30-day period. Failure of Purchaser to have delivery of In-Stock Merchandise and backordered merchandise made within 30 days after such expiration will result in automatic cancellation of the applicable Sales Order with respect to the undelivered In-Stock Merchandise or backordered merchandise and a cancellation charge equal to all amounts then paid on such merchandise. Failure of Purchaser to have delivery of Unstocked Merchandise made within 30 days of its Arrival date will result in automatic cancellation of the applicable Sales Order with respect to the undelivered Unstocked Merchandise and a cancellation charge equal to (i) all amounts then paid on such order and (ii) any amounts then outstanding on such order. Purchaser acknowledges that the damages which would be incurred by Cantoni upon cancellation of Ordered Merchandise cannot be ascertained at this time and that the cancellation charges constitute the liquidated damages representing the parties’ best estimate of the damages which would be incurred by Cantoni.

Section 4. Returns - Undamage / Non-Defective Product: Any undamaged In-Stock Merchandise and backordered merchandise received by Purchaser purchased at Cantoni or cantoni.com may be returned for store credit only, if Cantoni receives notice of such return within 7 days of Purchaser’s receipt of such merchandise. If merchandise is not returned within 14 days of Cantoni’s receipt of such notice, a fee of 25% of the purchase price for such merchandise will be deducted from Purchaser’s credit. Any product not received by Cantoni within 30 days will not be accepted for return. For items that were delivered correctly or were not defective upon Purchaser’s receipt (including items originally shipped or delivered for free), Purchaser is responsible for all shipping and delivery charges to return the merchandise to Cantoni Dallas. If Cantoni arranges the return, the shipper will bill Cantoni and that amount will be deducted from the amount credited to Purchaser. Items to be returned must be unused, unassembled and in their original packaging with all instructions and inserts. Once the product is received and our shipping department confirms it is in as-new condition, the purchase price of the item(s) will be refunded as a store credit less original shipping costs. There shall be no refunds/store credits for merchandise delivered in good condition to Purchaser, but returned damaged. Returns may be subject to a restocking fee. Within 2 business days of sending such email, Purchaser will receive an email with the return shipping instructions for the item(s) and a Return Authorization (RA) number. If merchandise is not returned within 14 days of Purchaser’s receipt of return instructions, a fee of 25% of the purchase price for such merchandise will be deducted from Purchaser’s refund. Any product not received within 30 days after Purchaser’s receipt of return instructions will not be accepted for return. Purchaser must present his copy of the Sales Order or other satisfactory evidence of purchase in order to avail himself of the benefits of Cantoni’s return policy hereunder. Defective Merchandise: Shipping and Freight Damage - Purchaser shall inspect all packages before signing the delivery ticket. If Purchaser feels merchandise is defective upon receipt, he must contact Cantoni within 7 business days thereof and provide digital photos and a description of the problem. Once Cantoni has determined that the merchandise is defective, Cantoni, at its discretion, may exchange or repair the merchandise. In the event that damaged merchandise arrives at Purchaser’s location, Purchaser shall take the following steps to insure that a freight claim can be filed: Items Shipped Via Third Party -1, Note on the freight company delivery receipt "Damaged" with a description of the piece; 2. Notify the Cantoni Shipping Department within 48 hours of receipt. 3. Keep all packing material for inspection. 4. Take digital photographs of the damaged item and packing material. For pickups or deliveries: Note any damage on the delivery/pickup slip. For deliveries, both Purchaser and delivery driver must complete a CCC Form. For customers who follow these steps, Cantoni will file a freight claim with the shipper and arrange for repair or send a replacement. Purchaser will bear sole responsibility for any damaged merchandise that arrives at Purchaser’s location if any of the above steps are not taken. If the freight company damages goods on return shipment to Cantoni, it is Purchaser’s responsibility to make the freight claim. If merchandise is not returned within 14 days of Purchaser’s receipt of return instructions pursuant to any freight claim, a 25% restocking fee will be deducted from Purchaser’s refund. Any product not received within 30 days of Purchaser’s receipt of return instructions will not be accepted for return.

Non-Refundable - In no event shall Ordered Merchandise be refundable if Purchaser has not notified Cantoni of a potential refund within 7 days of Purchaser’s receipt of such merchandise. With the exception of backordered merchandise, Unstocked Merchandise cannot be cancelled, returned or refunded. Delivery dates on Unstocked Merchandise are estimates only and may change because of fabric shortages, production delays and availability of merchandise.

Section 5. Security Interest - Title to the Ordered Merchandise shall not pass to Purchaser under any circumstances unless and until Cantoni has actually received full and irrevocable payment from Purchaser for such Merchandise. Purchaser grants to Cantoni a purchase money security interest in the Personal Property and in any and all replacements and substitutions therefor, as well as in any and all proceeds of the foregoing for the purpose of securing payment of any balance due hereunder. The security interest granted herein shall terminate automatically upon payment in full of all sums owed by Purchaser to Cantoni under this Agreement. Until such termination, this Agreement may be assigned by Cantoni without notice to Purchaser, and in such event, Purchaser will not assert against the assignee hereof any claim or defense which Purchaser may have against Cantoni. Purchaser agrees to execute or cooperate in the filing of any financing statement Cantoni requests to perfect or continue its security interest hereunder. Purchaser hereby authorizes Cantoni to file such financing statements. Purchaser agrees and warrants that, until the remaining balance of the Total has been paid in full, Purchaser shall not attempt to sell, transfer, rent or otherwise dispose of the Personal Property. Purchaser shall be in default under this Agreement upon the happening of any of the following events: 1) default in the performance of any obligation contained or referred to herein, or 2) Purchaser becomes insolvent, seeks or consents to the appointment of a receiver, trustee or custodian for itself or for all or any part of its property; files a petition seeking relief under any section or chapter of the Bankruptcy Reform Act of 1978, as amended, or under any present or future federal or state insolvency, bankruptcy or other similar law, makes general assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they mature, or generally is not able to pay its debts as they become due. In the event of the occurrence of an event of default, Cantoni may take any or all of the following actions: (i) declare the entire sum remaining unpaid hereunder to be immediately due and payable and sue immediately for said amount and all costs and expenses which it incurs in connection with the collection of said amount; (ii) declare the Agreement terminated and retain all payments made up to the time of such termination, as Purchaser acknowledges that the damages which would be incurred by Cantoni in the event of Purchaser’s default cannot be ascertained at this time and that the payments constitute the liquidated damages representing the parties’ best estimate of the damages which would be incurred by Cantoni, or (iii) avail itself of any remedy available to it now or at the time of default, either at law or in equity.

Section 6. Limitation On Liability - Cantoni shall not be liable for any special consequential damages that customer may incur if the merchandise is damaged or delayed in shipment or delivery. In no event shall Cantoni be liable to Purchaser for any amount in excess of sums actually paid to Cantoni.

Section 7. Miscellaneous - Cantoni may cancel this Agreement without liability to Purchaser by refunding Purchaser’s deposit, if any, without interest. Purchaser agrees to pay Cantoni any sales, excise or similar tax that may now or in the future be imposed on the sale or delivery of the property described on the reverse side hereof, or any service provided for hereunder, or furnish Cantoni with an appropriate exemption certificate. Purchaser shall pay all expenses incurred by Cantoni in enforcing its rights under this Agreement, including all costs, expenses and reasonable attorney's fees incurred by Cantoni in collecting the balance of the purchase price. This Agreement and the instruments referenced herein contain the entire agreement between the parties.

Section 8. Website Inaccuracies - We do our best to present the most recent, most accurate, and most reliable information on our website at all times. However, there may be occasions when some of the information featured on cantoni.com may contain incomplete data, typographical errors, or inaccuracies. Any errors are wholly unintentional and we apologize if erroneous information is reflected in merchandise price, item availability, or in any way affects your individual order. Please be aware that we present our content “as is” and make no claims to its accuracy, either expressed or implied. We reserve the right to amend errors or to update product information at any time without prior notice. In the event a product is listed at an incorrect price due to photographical error, typographical error or error in pricing information from our suppliers, Cantoni shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. We also have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Cantoni will issue a credit to your credit card account in the amount of the incorrect price.

This Agreement may be modified only in writing signed by an authorized representative of each of the parties hereto. This Agreement shall not be binding upon Cantoni until approved and executed by Cantoni's authorized representative. The Purchaser will immediately pay to Cantoni without demand a fee of twenty-five ($25.00) for each of the Purchaser's checks which is dishonored by Purchaser’s bank and returned to Cantoni for any reason whatsoever. Time is of the essence in the performance of all obligations under this Agreement. No waiver by Cantoni in respect of any breach or default hereunder shall operate as a waiver in respect of any subsequent breach. No forbearance, failure or delay by Cantoni in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial forbearance, exercise or waiver of any right or remedy prejudice its further exercise of any right or remedy under this Agreement or at law. In the event that any of the provisions of this Agreement, or any portion thereof, shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions hereof shall not be affected or impaired but shall remain in full force and effect. No oral representations or warranties with respect to said property shall be valid. This Agreement and the Sales Order annexed hereto shall be binding on Purchaser and Cantoni and their respective successors, assignees, and representatives.