TRANSFER OF OWNERSHIP IN GOODS

In consideration of the purchase price and other good and valuable consideration,  OFFICE FURNITURE WORKS, LLC (“SELLER”) hereby grants, sells, transfers, assigns, conveys and delivers to CUSTOMER (identified as such on the reverse side of this document) all of SELLER’s right, title and interest in and to the property identified on the reverse side of this document (“Furniture”).

WARRANTY OF GOOD TITLE

SELLER warrants that SELLER is the lawful owner of the Furniture, free and clear of all mortgages, liens or encumbrances of any kind or nature.

FOR USED FURNITURE PURCHASES

CUSTOMER acknowledges and agrees that the Furniture is conveyed, granted, transferred and assigned “as is”, “where is” and “with all faults;” and that SELLER makes no representations or warranties concerning the condition of the Furniture. EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN PARAGRAPH 2 ABOVE, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, CONCERNING THE FURNITURE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

FOR NEW FURNITURE PURCHASES

MANUFACTURER’S WARRANTY ONLY AND DISCLAIMER OF ALL OTHER WARRANTIES. All new furniture is sold subject to the terms and conditions of the warranties of its manufacturer only. EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN PARAGRAPH 2 ABOVE, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, CONCERNING THE FURNITURE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

TERMS OF CREDIT AND SECURITY INTEREST

1. SELLER may, in its sole discretion, extend credit to CUSTOMER for this transaction.  CUSTOMER authorizes SELLER to obtain a credit report and investigate CUSTOMER’S creditworthiness with credit reporting agencies.  If SELLER extends credit to CUSTOMER, it is acknowledged and agreed that an initial payment of Fifty Percent (50%) of the purchase price is required at time of purchase and that the remaining Fifty Percent is due and within thirty (30) days of CUSTOMER’S receipt of the Furniture, if SELLER does not install the Furniture; or the date SELLER completes installation, if SELLER installs the Furniture.  Until the unpaid balance is paid in full, interest of 1.75% per month (21% per annum) will accrue every thirty (30) days from date of purchase and shall be due and payable with the unpaid balance.
2. In consideration of SELLER’S extension of credit to CUSTOMER, CUSTOMER agrees to execute all documents necessary to provide SELLER a purchase money security interest in the transferred Furniture including, but not limited to, a Security Agreement, promissory note and UCC-1 financing statement.  CUSTOMER agrees that delivery and installation may be postponed until such time as SELLER’S purchase money security interest has been perfected.

REMEDIES IN THE EVENT OF DEFAULT

Should CUSTOMER fail to pay when due the balance on CUSTOMER’S account plus interest / late fees, CUSTOMER shall be liable to SELLER for all collection costs including attorney fees and court costs.

RETURNS

1. New furniture orders cancelled will result in loss of deposit and a restocking fee of 30% of the furniture sell price.
2. Used furniture order cancellations will result in a loss of the 50% deposit.
3. Used furniture may be returned in the first 30-days and CUSTOMER will be given a store credit and will be required to pay de-installation charges and 30% of purchase price restocking fee.

STORAGE

Furniture with a deposit or that has been purchased will incur storage charges from 30-days of the purchase date.  Furniture storage charges are based on a $.75 per square foot, per month of allocated space and are not prorated. Furniture will not be released for installation until storage fees (if any) are paid.

NEW FURNITURE

SELLER accepts no responsibility for manufacturers’ lead-times or freight companies’ delivery time and shall not be liable for any failure, delay, or interruption in performance caused by strikes, fires, shortages or labor or materials, or any other cause beyond our control.

INSTALLATION

1. If applicable, installation will be during normal business hours, 8 AM – 5 PM, Monday – Friday.  Installation requested by the CUSTOMER or required by the building owner or local ordinances after hours or Saturday or Sunday will be billed at a rate equal to one and one half (1½) times the standard hourly labor rate.  Holidays, including Saturday or Sunday, when they fall on a holiday will be billed at a rate of two (2) times SELLER standard hourly labor rate. Additional charges will also be incurred if union labor is required.
2. Site conditions that require any steps or stairs will result in additional hourly costs at a $32/hr. normal rate and $48 and if overtime rate.

LOADING WITHOUT INSTALLATION

If installation by Seller is not part of this Agreement, CUSTOMER may request SELLER’S assistance in loading purchased merchandise in CUSTOMER’S vehicle.  SELLER’S assistance in loading may result in additional hourly costs at $32.00/hr normal 9AM-5PM and f installation by Seller is not part of this Agreement, CUSTOMER may request SELLER’S assistance in loading purchased merchandise in CUSTOMER’S vehicle.  SELLER’S assistance in loading may result in additional hourly costs at $32.00/hr normal 9AM-5PM and $48.00/hr overtime (after 5PM) and a minimum charge of one hour per installation technician. CUSTOMER is solely responsible for all packing materials, securing the Furniture, and tie downs. SELLER will only place the Furniture in CUSTOMER’S vehicle and at CUSTOMER’S direction. SELLER is not liable for any damage to the Furniture, CUSTOMER’S vehicle, to other property, or to any third-party damaged by the Furniture.  CUSTOMER acknowledges that all Furniture must be secured properly and that such securing is solely the obligation of CUSTOMER.

BASE BUILDING & ELECTRICAL

1. All responsibilities involving the building structure or electrical connection, which incorporates the Furniture shall be borne by the  CUSTOMER.
2. Should SELLER be required to supply electricians or other specialists, the cost of such service shall be billed to the CUSTOMER at cost plus a markup of 1.1 times the cost of the Furniture,.  SELLER accepts no liability for work performed by other third-parties.

INSURANCE

SELLER carries insurance coverage common to and considered necessary for furniture installation.  Certificates of Insurance will be provided upon written request prior to contract. Should additional insurance and /or bid bond coverage be required, the costs of such coverage will be invoiced to the CUSTOMER as a separate charge.  Said cost of additional insurance coverage is in not included in the prices contained in SELLER’S invoice.

WALL HUNG FURNITURE

SELLER is not liable for any physical or property damage for installations by the end user that fail or if the wall mounted Furniture installed by SELLER fails due to overloading or misuse by the CUSTOMER.

KEYS

For used furniture with locks if key(s) exist they will be provided at no cost.  If no key(s) exist SELLER can provide one key per lock at a cost of $14.00 per key.  If the replacement key does not work the CUSTOMER will not be charged and can either pay SELLER to provide and install a replacement lock core and key (price to be determined) or elect to engage their own locksmith.

CUBICLE INSTALLATIONS

For cubicle projects, the following specific conditions also apply:

1. CUSTOMER shall provide licensed electricians to connect base end cubicle feed to base building power.
2. CUSTOMER shall provide a low voltage cabling contractor to install the low voltage cable and outlet boxes in the cubicle bases.
3. SELLER will check cubicle power after installation. Return trips to address power issues after installation due to power not being connected at time of install will be an additional hourly labor and trip charge.
4. Cubicles are sold in as-is condition, unless otherwise noted.
5. Fabric panel cleaning, if purchased, is only for above the worksurface unless other arrangements have been made and noted in the invoice or quote.
6. Changes to the approved cubicle layout provided either by the CUSTOMER or SELLER will result in additional labor and possible product charges as required to complete the installation.
7. CUSTOMER is responsible for the cost for any additional parts or damaged existing parts related to existing cubicle reconfigurations.

REIMBURSABLE EXPENSES

CUSTOMER shall reimburse SELLER for the following expenses at cost plus a mark-up 1.1 times cost of the Furniture: courier, overnight mail, out-of-town travel, presentation boards, CAD plots, blueprints, fax, photography, inventories, customization to asset tracking database, and other out-of-pocket expenses.

LIMITATION OF DAMAGES

SELLER’S damages are limited to the cost of the Furniture paid by CUSTOMER. SELLER is not liable for CUSTOMER’S loss of sales, revenue, income or profits. CUSTOMER waives all claims for consequential or liquidated damages.

DISPUTE RESOLUTION

In the event of a dispute between SELLER and CUSTOMER, first, all such disputes shall be mediated by a mediator to be selected by mutual agreement of the Parties. In the event the Parties cannot agree on a mediator within fifteen (15) days of the receipt by either of written notice of the other requesting application of this paragraph, then each Party shall designate a mediator within fifteen (15) days thereof by written notice to the other Party. Within fifteen (15) days thereof, the two Parties selected then shall mutually designate a mediator for mediation of the dispute. The mediation shall continue from time to time until the dispute is resolved or the mediator has made a determination in writing that the dispute cannot be resolved through mediation and arbitration is recommended, provided that mediation may be terminated by either Party upon fifteen (15) days’ notice given at any time on or after the sixty-first (61st) day after notice requesting application of this paragraph. The mediator shall recommend one or more arbitrators to the parties. Second, as necessary, the dispute shall be settled by binding arbitration administered according to rules of the American Arbitration Association, and the award of the arbitrator(s) may be entered as a judgment in court having jurisdiction thereof.

APPLICABILITY OF TERMS

All references to “SELLER” and “CUSTOMER” herein shall be deemed to include SELLER’s and CUSTOMER’s employees, representatives, nominees, agents, successors and/or assigns.

1. GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Tennessee.