Terms and Conditions

A. Acceptance of Order
Only a typed Campbell Contract acknowledgment will constitute Campbell Contract’s confirmation of receipt of an order for Campbell Contract merchandise. Campbell Contract will have no obligation with respect to an order, and no contract shall be formed by an order, unless i) Campbell Contract receives from the customer an executed duplicate of the acknowledgment together with the required 50% deposit shown on the face of the acknowledgment, or ii) after the expiration of a ten day review period, Campbell Contract has not received from the customer a request for modification of the acknowledgment but has received the required 50% deposit shown on the face of the acknowledgment. All orders for Campbell Contract merchandise are subject to the terms and conditions hereinafter set forth and any additional or different terms and conditions shall be rejected and shall be of no force or effect. No contract shall be formed except upon the terms and conditions thereinafter set forth.

B. Campbell Contract
Upon receipt of the acknowledgment from Campbell Contract, the customer shall have ten days to review, Acknowledgment modify, execute, and return the duplicate acknowledgment to Campbell Contract. If a modified duplicate acknowledgment is not returned to Campbell Contract within the ten day review period, or a duplicate acknowledgment is returned to Campbell Contract unmodified, the order will be constructed per the instructions expressly stated on the acknowledgment and Campbell Contract will have no liability for construction instructions that are not expressly stated on the acknowledgment

C. Price and Payment
List prices of Campbell Contract merchandise shown in the accompanying price list are f.o.b. factory. Term Shipping costs, in-transit insurance, storage charges, local delivery and installation. In addition, prices, dimensions, and specifications shown in the price list are subject to change without notice. Prices in effect on the date of an order acknowledgment shall be the prices applicable to that contract. Prices for upholstered furniture include labor for applying covering. The cost of covering is additional, unless specifically stated otherwise. A 50% deposit is required on all orders for Campbell Contract merchandise with the balance due in full before delivery. Any rights of the customer with respect to inspection of the merchandise sold under this contract, other than at the location of Campbell Contract’ construction facility in Dallas, Texas, will be deferred until after payment of the purchase price. Campbell Contract reserves the right to charge interest upon all overdue accounts. The customer shall be liable for reasonable collection charges on all delinquent payments, including attorneys’ fees.

D. The Merchandise
The order acknowledgment will indicate the exact pieces, including custom details that will be delivered to the customer. The merchandise will be constructed per the instructions expressly stated on the face of the order acknowledgment. Any construction requirements not indicated in writing will be left to the discretion of Campbell Contract. All custom or special detailing on Campbell Contract’s standard product line must be thoroughly described on the customer’s order by drawings, sketches, or other delineations to ensure correct interpretation. Campbell Contract is not responsible for interpretation or detailing not specifically covered in writing. Campbell Contract reserves the right to make changes in design, construction, materials, and dimensions, or to discontinue products without prior notice. All dimensions are to be considered approximate.

E. Change Orders
An order will only be modified upon Campbell Contract’s acceptance of written instructions from the customer. Campbell Contract will not be responsible for order modifications that are not transmitted in writing. The customer will be responsible for any additional charges resulting from the modification request.

F. Customer’s Own
Unless otherwise indicated on the Campbell Contract acknowledgment, the customer shall be responsible for Material supplying Campbell Contract with a sufficient amount of cover material or COM. Yardage Requirements Listed yardage requirements for cover material set forth in the Campbell Contract price list are based on 54" wide fabric and must be increased for fabrics under 54" wide. Additional yardage may be required if a pattern requires matching. All yardage requirements are to be considered approximate. COM Information COM will be applied at the discretion of the factory, unless special instructions for handling materials Requirements (i.e., direction of fabric application, patterns, direction of stripes, and correct side of reversible fabric) are submitted to Campbell Contract by the customer in writing before COM is delivered. The customer is responsible for supplying a sample cutting giving full identification of cover materials (name of supplier, covering name, number, and color) and including model number and quantity to which each covering is to be applied. Campbell Contract will not be responsible for errors caused by missing COM information or improperly marked or untagged COM. Special COM Charges Special charges will be assessed if fabric or leather require special handling such as additional seaming, special patterns, use of small hides or special vinyl. COM Delivery to COM must be shipped to Campbell Contract prepaid and labeled with the customer’s name and order number. Send fabric to Campbell Contract 3054 Irving Blvd., Dallas, TX 75247. COM Acceptability The customer is responsible for determining the suitability of COM for upholstery use or if special handling, such as cotton or knit backing, seam taping for hand-woven fabrics, or other special details are required. Campbell Contract will recommend special handling when, in its best judgment, it is required; however, Campbell Contract will not be responsible for the performance of COM even if special handling instructions are followed. Campbell Contract reserves the right to reject any covering which, in its opinion, is unsuitable for upholstery purposes. In as much as mills or tanneries do not guarantee their products, Campbell Contract shall not be responsible for wear or fading of any cover materials or their performance, whether supplied by the customer or Campbell Contract. March 2009 5 0 campbellcontract.com

G. Shipping and Delivery
The customer’s carrier will be used for shipment when so designated; otherwise, Campbell Contract shall exercise its best judgment in selecting a carrier. The completion and shipment date of the merchandise are dependent on the date of receipt by Campbell Contract of COM for the merchandise. Unless otherwise advised in writing, Campbell Contract will have the merchandise delivered to the customer’s ship-to address appearing on the face of the order acknowledgment.

H. Partial Shipment
Campbell Contract reserves the right to make partial shipments. Partial shipments will be billed when they are shipped.

I. Transit Damage
Campbell Contract’s responsibility for transit damage ceases when it delivers the merchandise to the carrier. The carrier is responsible for loss or damage upon acceptance of merchandise from Campbell Contract. Damages or shortages must be reported to the carrier in writing no later than ten days (for most carriers) from delivery. The customer should also report "concealed damage" to the carrier as soon as possible.

J. On-site Conditions
Campbell Contract accepts no responsibility or liability where conditions and limitations do not permit final delivery of items. In all cases, it is the customer’s responsibility to determine that the size of completed furniture can be accepted by entry doorways, stairwells, hallways, elevators, etc.

K. Storage
If payment is not made within thirty days from the invoice date, Campbell Contract reserves the right to transfer the merchandise to storage and charge the cost of such transfer to the customer’s account. The customer bears the risk of loss or damage during such transfer and storage. All such merchandise will be subject to a storage charge of 2% of the net order price per month.

L. Cancellations
An order for Campbell Contract merchandise is non-cancellable by the customer i) after execution and return of the order acknowledgment, or ii) if prior to the expiration of the ten day review period for an acknowledgment, Campbell Contract does not receive from the customer a modified acknowledgment. Should Campbell Contract agree to accept a cancellation, a minimum cancellation charge of 30% will be assessed.

M. Claims and Returns
All claims against Campbell Contract, with respect to delivered merchandise, including defects, shortages, and errors, must be made in writing within ten days after receipt of the merchandise. Failure to make any claim within the ten day period constitutes acceptance of the merchandise and a waiver of any such defects, shortages, errors, or other claims. The exclusive remedies of the customer under a contract, with respect to delivered merchandise, are the repair and/or replacement of nonconforming merchandise. It is the intent of the parties that the remedies set forth above are the sole remedies available to the customer and that such remedies are not cumulative of those provided by the Uniform Commercial Code - Sales (the "UCC").In the event of breach or repudiation of a contract by Campbell Contract, the customer shall not be entitled to any consequential damages as defined in the UCC except that in the case of merchandise sold as consumer goods, personal injury damages are recoverable. No return will be accepted without prior authorization from Campbell Contract. A request for return must be made in writing within ten days from receipt of the merchandise. Upon approval of the customer’s return request, Campbell Contract will provide shipping instructions to the customer. Returns must be made in accordance with Campbell Contract’s shipping instructions. If a customer fails to follow Campbell Contract shipping instructions, the customer will be responsible for any additional charges. Unauthorized returns will not be accepted and will be returned to the shipper freight collect. Returns for reasons other than valid claims, if allowed by Campbell Contract, will be subject to a handling fee based on reasonable hourly rates. Campbell Contract will correct permissibly returned merchandise and re-deliver it to the initial shipping point. At that time, credit will be issued to the customer for the prepaid shipping charges.

N. Situations Excusing
Campbell Contract is not liable for any delay or failure to deliver or perform due to strikes, lock outs, or other labor Performance difficulties, accidents, fires, acts of God, or other causes of like or unlike nature beyond its control. In the event Campbell Contract claims excuse for nonperformance under this paragraph, timely notice shall be given to the customer.

O. Limited Ten-Year
Campbell Contract products, purchased after March 30, 2005, are warranted against all defects in material and Warranty workmanship for a period of ten years from the date of purchase. During the warranty period, under single shift use and normal care, Campbell contract will repair or, at its option, replace defective merchandise. In no event shall liability under this warranty exceed the original purchase price of the furniture. No other express warranty is given, and no affirmation by Campbell Contract, by words or action shall constitute a warranty. This warranty extends exclusively to the original purchaser of the warranted product and subsequent owners are not covered by this warranty. Exceptions: Five Years – Exposed wood and wood veneer elements as they pertain to seating and tables. Three Years – Tablet arms, casters, exposed hardware. Exclusions: The warranty does not extend to the performance of fabric, leather or any covering materials supplied by the purchaser, Campbell Contract or others. This includes, but is not limited to, wear, fading, shrinkage, wrinkling, puckering, natural marks or scarring. The warranty does not extend to damage or product failure resulting from shipping, installation, accident, alteration, misuse, tampering, negligence, improper care, abuse or ordinary wear and tear. The warranty does not extend to color fastness or the natural variations in the grain and color of solid woods and veneers. Damage to stacking chairs by improper stacking methods is not covered by this warranty. Plastic laminates and glass are not covered by this warranty. The above warranty is given expressly in lieu of all other warranties, express or implied, of merchantability and fitness for a particular purpose and constitutes the only warranty made by Campbell Contract. Campbell Contract is exclusively responsible for the performance of the above warranty. To enforce performance or to obtain information with respect to such warranty, the purchaser should contact the customer relations department of Campbell Contract in writing at the address of Campbell Contract appearing on the face of the order acknowledgment. The original sales order acknowledgment or a copy is required. Product authorized for return to Campbell Contract, must be shipped prepaid by the purchaser. Purchaser may not make deductions for in-the-field repairs. Campbell Contract is not liable for inconvenience, loss of time, loss of profits, consequential or incidental damages.