TERMS & CONDITIONS

MBW Furniture reserves the right to update or modify these terms and conditions at any

time without prior notice. Your use of the MBW Furniture website following constitutes

your agreement to follow and be bound by the terms and conditions.

Return & Exchange Policy

You may return the eligible product back within 14 days of receipt. A Return

Authorization number and a valid Invoice are required for all returns, exchanges

or refunds. Merchandise must be in new condition and in original package; all

the parts and packaging materials should be included. All refunds are subject to

25% restocking fee and return shipping fees, or we can credit these fees towards

an item or equal or greater value only.

Buyer takes full responsibility to measure their space and make sure that the

furniture will fit and will clear all doorways, stairways or elevator. Customer

takes full responsibility for ordering the correct configuration, size, material and

color.

Shade, texture and grain variations can occur in natural products, such as

leather, stone and wood. Color representations may vary based on computer

settings and display technologies and cannot be disputed by the customer.

Buyer assumes responsibility for return shipping fees, as well as any restocking

fees incurred.

How to Make a Return

Returns must be made within 14 days of receipt of item in order for us to process

your refund in a timely manner.

Prior to returning item, Customer must contact us for Return Authorization

Number and fill out the Return Form, contact us to initiate your return.

To fill out the Return Form Sign into your account. Navigate to

the Completed Orders section and click on the Return

Item(s) button to obtain your Return Authorization Number

(RAN) and fill out the Return Form.

Repackage the item in the original packaging and ship it back to us. We cannot

accept returns if the original packaging is not included. Do not discard of the

skids your order arrived on, as you will need them if your order arrived on skids.

If freight pick up is required, Buyer is responsible for getting the item(s) secured

to the skids and set outside in an open space for carrier pick up. Please be

available when the driver arrives to pick up. Additional charges for repackaging

will not be covered or reimbursed by MBW Furniture

Returns should be sent to:

MBW Furniture

4777 Fulton Industrial Blvd

Atlanta, GA 30336 | USA

Receive refund amount less restocking fee & return shipping fees or we can

credit these fees towards another purchase

If an order is refused because it would not fit through buyer’s entrance or simply

did not compliment the buyer’s design style, return shipping fees and a

restocking fee will apply. Please ask as many questions as possible. All returns

are subject to 25% restocking fee. The cost of return shipping will also be

deducted from your refund.

Once the returned item has been received, verified and also confirmed to be free

of damage, modification or wear, the refund will be processed.

The refund will be given in the original form of payment. Cash and check

payments will be refunded via company check and will only be issued regular

postal service.

Items returned without the proper RA number may delay the refund process.

Please read your return instructions carefully to avoid delays and unnecessary

expenses.

Please be patient during this period as it may be a lengthy process, due to

transportation management and circumstances that are out of the reach of both

parties. Please refrain from submitting a charge-back with your card company

as this will affect the refund process due to possibly taking up to 180 days to

complete meditation.

CANCELLATIONS

In an effort to process and ship orders as quickly as possible,

order cancellations must be received within 48 hours of

purchase. After 48 hours, a 10% cancellation fee will apply

to all orders. If the order has already shipped, then a

restocking fee will apply.

Once an order has already shipped, it cannot be cancelled,

rerouted or redirected.

If you would like to return the item, you will need to follow

our "Standard Return Policy." Please do not refuse the

delivery of non-damaged goods. A delivery refusal may

complicate the return and refund process.

Special/Custom Orders

Special Orders are not returnable, no exceptions. If the

Special Order is cancelled by the customer during the

production or transportation - the customer's deposit of such

order may be forfeited.

DAMAGED MERCHANDISE

Damage Claim Filing

Items prior to being shipped out are thoroughly inspected by our quality control team. Because of this, furniture deliveries are received in good condition UNLESS damaged in transit. You have both a right AND a responsibility to inspect all items carefully during the delivery. Customers who sign for delivery and do not notate "Damage upon delivery" assume responsibility if merchandise is damaged. If the product itself appears

severely damaged or it’s the wrong item you must take pictures of the packaging when being unloaded or while in the truck, you should submit the pictures and you may refuse the delivery. Please notify us of refusal so we can anticipate the return and send out a new item. Please make arrangements to prepare yourself and have help upon delivery of your merchandise as most deliveries consist of large and heavy items. At the time of delivery, open the items out of the packaging to check for damages in presence of the driver. If the truck driver is not willing to wait for you to inspect the actual item, you MUST write: "TRUCK DRIVER REFUSED TO WAIT" and “DAMAGED UPON ARRIVAL” on the delivery receipt. If the packaging or product has any damage or if there is any reason you are concerned with the delivery: If it is damaged, you MUST write “Product Damaged” on the tracking company's receipt called proof of delivery or the Bill Of Lading (BOL) prior to signing off. If anything is missing, you MUST list the missing items on the delivery receipt. You MUST retain applicable packaging materials, and notify us immediately. Take pictures of the damaged items immediately.

In the event that damage is not noted on the BOL when signed "received in good condition", on the delivery receipt or the applicable packaging materials are not retained, would make it impossible to file a claim with the trucking company. In this case, it will be impossible for us to help out with any claim filed.

Damaged items must be noted on the freight/delivery receipt at the time of delivery acceptance. We recommend having a camera handy in-case you need to photograph packaging as well as the item(s). You must then contact us immediately so we can remedy the situation. Any damage must be reported to us within 24 hours.

ITEMS MUST BE RETURNED IN ORIGINAL PACKAGING - WE CANNOT ACCEPT ANY RETURN NOT IN THE ORIGINAL PACKAGING.

If an item is repairable, we will attempt to send out a repair tech to initiate the necessary repairs, if we feel the item(s) can be restored to new condition.

Please allow us 7-10 business days to arrange for this service.

Non-Refundable Charges

Customer is responsible for:

CANCELLATION FEE: 10%

RETURNS/RESTOCKING FEES: 25% OR CREDIT OF

THIS AMOUNT TOWARDS THE PURCHASE OF

ANOTHER ITEM

RECONSIGNMENT FEE: $95

EXPEDITED SHIPPING: SEE FEE SCHEDULE

PROTECTION PLANS: SEE FEE SCHEDULE

UPGRADES TO SHIPPING/DELIVERY: SEE FEE

SCHEDULE

All items must be returned in original packaging, additional

costs for packaging for returns will not be covered or

reimbursed by MBW Furniture.

Expedited shipping fees are non-refundable

Additional insurance is non-refundable

We cannot accept returns or grant refunds on any opened

and/or used furniture care items, which includes but is not

limited to; polish, wax, touch-up markers, cleaners, care

kits, table pads, and furniture care accessories

For sanitary reasons, we cannot accept returns/exchanges on

mattresses or bedding.

Special purchases, including: special orders,

custom orders, specials of the week, clearance items, closeout

items, floor models, etc.

Any item that has been modified or used in any way, or that

has been assembled or installed.

Any item that is not in resalable condition.

Any personal use products, such as mattresses, pillows and

bedding.

Any item not accompanied by a Return Authorization

Number issued by MBW Furniture

Any item that has been altered, painted or fixed

Any item that is not in the original box with sufficient

packaging materials.

ALL INTERNATIONAL SALES ARE FINAL - NO

REFUNDS OR RETURNS ARE ALLOWED

Please note that returned items found to be in working

condition or shipped as ordered may not be eligible for a full

refund and return shipping will be deducted from the

refunded amount.

SHIPPING & SURCHARGES

Additional shipping charges will apply to the following locations for shipments by a Common

Carrier Truck Line. Please let us know in advance if you live in the locations below so we can

get a shipping quote with a suitable carrier. If your order does incur additional shipping fees, any

returns will also incur additional fees. Additional charges will not apply to smaller items that

ship USPS or TNT.

Apartments/Condominiums/Townhouses/Gated Communities

Islands and locations which require a ferry toll

Remote areas and heavily congested cities not readily accessible by delivery vehicle

Locations which require freight to be flown or barged in

PICK UP

Customers are welcome to pick up their purchases at our warehouse located in Atlanta, GA.

Sales tax of 7% will be added to pick-up items. Please Contact us at least 2 days in advance to

set up a pick up time, our hours are Monday - Friday 9am-5pm

About our Site & Product Listings Site use, copyright, and information about the listings

COPYRIGHT NOTICE

All of the content you see on this website, including, but not limited to, all page headers, images,

illustrations, graphics, audio clips, video clips and text, is the exclusive property of MBW

Furniture and/or is subject to trademark, service mark, trade dress, copyright and/or other

intellectual property rights or licenses held by MBW Furniture. You may not copy, download,

reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the

website content without first obtaining the express written permission of MWB Furniture.

SUBMISSIONS

We welcome your comments regarding the MBW Furniture website. Any comments, feedback,

notes, messages, ideas, suggestions or other communications sent to MBW Furniture shall be and

remain the exclusive property of MBW Furniture. MBW Furniture will be entitled to use,

reproduce, disclose, publish and distribute any material you submit for any purpose whatsoever,

without restriction and without compensating you in any way.

USE OF SITE

You acknowledge, by your use of this site, that your use of this site is at your sole risk, that you

assume full responsibility for all costs associated with all necessary servicing or repairs of any

equipment you use in connection with your use of our site, and that MBW Furniture shall not be

liable for any damages of any kind related to your use of this site. You agree to defend,

indemnify and hold MBW Furniture harmless from and against any and all claims, damages,

costs and expenses, including attorneys' fees, arising from or related to your use of the site.

ORDERS

We reserve the right to reject or cancel any order you place with us, and/or to limit quantities on

any order, without giving any reason. If we reject/cancel your order, we will attempt to notify

you using the e-mail address and/or the telephone number you have given us with the order.

PRICES

Prices are subject to change without prior notice. In addition to price of products, extra charges

for shipping, expedite shipping, insurance, or other additional services shall be billed if and when

incurred.

ERRORS

We strive to provide the most accurate information on our website. Please contact us about any

errors or typos in pricing or descriptions. We cannot honor prices with errors.

DIMENSIONS

Our vendors may have different ways of measuring products, and we try to represent the correct

dimensions to the best of our ability. Before purchasing a product please make sure it will be a

good fit for the area it was intended for. All dimensions on our site are measured in US Standard

System (inches and feet.) For help in converting measurements please contact us.

FINISHES/COLORS

While we try to represent to the best of our ability with photos an accurate picture of products,

we cannot guarantee an exact match on color/finish. Please understand that actual finishes/colors

of products may differ from photos, depending on lighting situations and monitor settings. Due

to the natural characteristics of some materials, colors, veins, and grains will vary.

FABRICS

Actual upholstery color and orientation may vary slightly from photos. Due to fluctuations in

fabric inventory, the fabrics shown on certain furniture may not be available. Alternative fabrics

will be provided if the one shown is discontinued. Additional charges may apply to specialty

alternative fabrics.

ASSEMBLY

Some of our products may require assembly. If you have questions on whether or not a product

will require assembly, please contact us.

Warranties & Repairs

What is covered by your warranty, and how we can help

REPAIRS/REPLACEMENT

If you have a problem with a product you feel is covered by this warranty, please contact us

within the warranty time frame. Please present an original, dated proof of purchase or sales

invoice and delivery ticket (if applicable) for any and all warranty claims, along with clear

picture(s)of the defect. MBW Furniture reserves the right to determine if the issue is warrantable.

If we decide to repair a defective part or product, only that defective part(s) or products(s) will be

repaired. We will compensate the customer for costs of repair of products with manufacturer

defects. If we decide to replace the defective product, customer must arrange for the product to

be carefully packed in original cartons and palletized for pickup. MBW Furniture will be

responsible for return shipping costs of defective products. We may choose to put an

Authorization charge on the customer’s card when we send out the replacement, this way we can

get the replacement shipped out before the customer returns the original defective product. This

charge will be removed once the defective product has been safely returned to our warehouse.

Stock availability of replacement part/product may change from time of original purchase, and

may take longer to arrive to customer. If we decide to replace an item that is out of stock or

discontinued, we will replace it with an item equal to retail price paid. If your product is

repaired/replaced, the warranty will not be renewed or extended. Repair or replacement of

defective items will constitute complete fulfillment of this warranty.

WARRANTY TERMS

MBW Furniture is not responsible for the loss of use, time, inconvenience, packaging, travel, or

other incidental damages. Our service and warranty policy extends only to normal residential

applications and does not cover commercial, industrial, institutional, or other non-home uses.

This warranty is made SOLELY TO THE PURCHASER and is NON-TRANSFERABLE under

any circumstances. It is the purchaser's responsibility to contact MBW Furniture with claim. We

advise all purchasers to retain invoices for a minimum of one year for warranty purposes. It is the

purchaser's responsibility to properly maintain their furniture with scheduled maintenance of

polish and/or wax to prevent warping, cracking, splitting, or any adverse effects caused by the

environment.

WARRANTY EXCLUSIONS

Warranty is void for any of the following conditions:

1. WOOD: Any natural effect in color variations or graining, natural characteristics such as

knots, mineral streaks, pitch pockets.

2. MARBLE: Any natural effect in color variations or graining and veining are to be expected

and not considered defects.

3. METAL: Natural aging of metals, rust, or tarnishing due to scratches, abrasions.

4. GLASS: Small air bubbles, surface waving and lightly pitted areas may occur during

manufacturing and are not considered defects.

5. MATTRESES: damage to coils or border wires due to bending, structural damage due to

improper bed frame or mismatched set, water damage, handles, fabric coverings, comfort

preferences.

6. Changing colors and texture of fabrics, leathers, marble, or wood finishes over time.

7. Minor variations or differences between website images and your actual furniture.

8. Normal wear and tear.

9. Cracking, splitting, shrinking, warping caused by exposure to weather or extreme

atmospheric conditions.

10. Punctures, rips, and tears caused by sharp objects.

11. Fading, pilling, wrinkling, mildew, stains, pets damage.

12. Improper maintenance, improper use, improper cleaning, improper installation, or use other

than intended.

13. Any product modifications by dealer, consumer, or other parties not authorized by MBW

Furniture.

14. Failure on the customer’s part to comply with the manufacturer's instructions.

15. Damages incurred during assembling or maintenance.

16. Damage caused by fraud, intentional acts, war, hostilities or vandalism.

17. Dissatisfaction due to buyer's remorse or change of heart.

18. The Customer shall reasonably cooperate with MBW Furniture in its efforts to perform its

obligations under this warranty. Failure to comply with these requirements will void this

warranty.

This warranty supersedes and replaces all implied warranties of merchantability and use for

particular purpose. No representative, employee, or agent of MBW Furniture or any other person

is authorized to assume for MBW Furniture any additional liability or responsibility in

connection with MBW Furniture merchandise except as described above. Implied warranties or

merchantability and fitness of the merchandise are limited to a period of one (1) year from the

date of purchase. In no event shall MBW Furniture be liable for indirect, consequential or

incidental damages of any kind. This warranty is subject to change at any time without notice.

1. Parties. “Seller” or “MBW” means MBW Furniture. “Customer,” “Buyer,” or “you” means the

purchaser of product from Seller.

2. Acceptance. Buyer acknowledges and agrees that these General Terms and Conditions are

incorporated in, and are a part of, this contract and each purchase order, shipping instruction,

specification and other document, whether expressed in written form or by electronic data

interchange, relating to the products, goods and services to be provided by Seller pursuant to

Customer’s order (collectively the “Products”) (such documents are collectively referred to as the

“Contract”). Seller’s acceptance of Buyer’s offer to purchase the Products is expressly conditioned

upon agreement to and the incorporation of these General Terms and Conditions into the Contract. If

Buyer accepts the Products which are the subject of the Contract, Buyer shall be deemed to have

accepted the Contract including, but not limited to, these General Terms and Conditions of Sale, in

their entirety without modification. Any additions to, changes in, modifications or revisions of the

Contract (including, but not limited to, these General Terms and Conditions) shall require the written

consent of Seller.

3. Terms of Payment. Payment amounts and schedule are set forth in the order. Late payments are

subject to a service charge equal to 1.5% per month or the maximum amount permitted under law.

Buyer shall have no right to offset any amounts due or to become due to Seller against any claims,

charges, expenses, fees or other payments of any kind whatsoever under any circumstances, including,

but not limited to, any liability which may arise due to any breach or alleged breach of the Contract or

any provision thereof. Buyer shall indemnify Seller for all costs and expenses (including attorney’s fees

and court costs) incurred by Seller to collect amounts owed by Buyer under the Contract.

4. Payment Default. The following are events of payment default under this Contract which will allow

Seller to take such action under this Paragraph, Paragraph 5, and Paragraph 6 as it deems necessary:

(a) any of Buyer’s obligations to Seller under the Contract with Seller are not paid promptly when due;

(b) Buyer breaches any provision hereof, or of any other instrument or agreement in connection with

this or any other transaction; and (c) whenever Seller in good faith believes the prospect of payment or

performance is impaired or in good faith believes the Products are insecure. If Buyer is in default

hereunder, the indebtedness herein described and all other debts then owing by Buyer to Seller under

this or any other present or future agreement shall, if Seller shall so elect, become immediately due

and payable. This acceleration of all indebtedness, if elected by Seller, shall be subject to all

applicable laws, including laws as to rebates and refunds of unearned charges. Immediately upon the

occurrence of a payment default, Seller has the right to electronically, remotely or in situ render the

Products unusable.

5. Security Interest/Lien and Bond Rights. Seller retains a purchase money security interest (“PMSI”)

under the Uniform Commercial Code as enacted in the State of Georgia, USA (“Code”) in the Products

sold until payment in full has been made. In the event of default by Buyer under the Contract, Seller

shall have all the rights and remedies of a secured creditor under the Code. Buyer agrees to execute

such financing statements and other documents as Seller may request in order to perfect Seller’s

security interest. Buyer agrees and hereby appoints Seller as its attorney-in-fact to do, at Seller’s

option, all acts and things Seller may deem desirable to perfect and continue to perfect the PMSI

granted hereby, including Seller’s authority to file financing statements naming Buyer as debtor and

Seller as secured party without Buyer’s signature in those states where such filings are permitted, and

to sign Buyer’s name thereto where required.

6. Consent to Enter Premises. Buyer agrees that Seller, by itself or its agent, may without notice to

any person and without judicial process of any kind, enter into any premises or upon any land owned,

leased or otherwise under the real or apparent control of Buyer or any agent of Buyer where the

Products may be or where Seller believes the Products may be, and disassemble, render unusable

and/or repossess all or any item of the Products, disconnecting and separating all Products from any

other property and using all force necessary. Buyer expressly waives all further rights to possession of

the Products after payment default and all claims for injuries or damages suffered through or loss

caused by such entering and/or repossession.

7. Taxes and Other Charges. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee,

or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or

measured by the transaction between Seller and Buyer or arising from the export from the USA of the

Products shall be paid by Buyer in addition to price quoted or invoiced. In the event Seller is required

to pay any such tax, fee or charge, Buyer shall reimburse Seller therefor or, in lieu of such payment,

Buyer shall provide Seller at the time the order is submitted, an exemption certificate or other

document acceptable to the authority imposing the tax, fee or charge.

8. Delivery. Full and clear title to the Products passes upon full payment. Buyer shall pay all insurance

costs associated with delivery that are beyond the insurance provided by carrier. Delivery times are

approximate and are dependent upon prompt receipt by the Seller of all material and information

necessary to produce and/or supply within the scheduled time. For all international shipments, the

Buyer shall obtain any required export license and any required import license or any other

governmental authorization, permit and satisfy all formalities as may be required to carry out the

terms of this Contract in accordance with then prevailing law and regulations. The Seller agrees to use

reasonable efforts in assisting the Buyer in obtaining any such licenses or authorizations. The Seller is

not liable if any license or governmental authorization is delayed, denied, revoked, restricted or not

renewed and the Buyer shall not be relieved thereby of its obligations to pay the Seller for the

Products and any other costs or charges which are the responsibility of the Buyer under this Contract.

9. Limited Warranty. PROVIDED BUYER COMPLIES WITH THE TERMS AND CONDITIONS OF THIS

CONTRACT, Seller warrants to Buyer for a maximum 12-month (365 day) period (“Warranty Period”)

that the Products shall be free from defects in material and workmanship (“Limited Warranty”). This

Limited Warranty is nontransferable and is limited to the original purchaser (Buyer). The Warranty

Period is subject to the express condition precedent that the Products will be properly cared for and

does not

include ordinary wear and tear. The Warranty Period begins at the time of delivery of the Products.

Seller has no control over the use or suitability of the Products and therefore, does not guarantee the

use of the Products. Buyer is responsible for determining the suitability of the Products for its own use.

Buyer understands that Seller resells products manufactured and designed by others. Seller cannot,

therefore, expressly or impliedly warrant the Products’ merchantability, fitness for any particular

and/or that the Products do not infringe on third party intellectual property rights. EXCEPT AS

SPECIFICALLY PROVIDED HEREIN, SELLER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE IN CONNECTION WITH THE PRODUCTS COVERED BY THIS CONTRACT AND LIMITS

BUYER’S REMEDY TO THE REPAIR AND/OR REPLACEMENT OF DEFECTIVE PRODUCTS DURING THE

WARRANTY PERIOD. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCTS

SUPPLIED HEREUNDER REMAINS WITH BUYER. No employee or agent of Seller is authorized to make any

warranty other than that which is specifically set forth herein. The provisions in any specification,

brochure or chart issued by Seller are descriptive only and are not warranties. Warranties provided

under this Contract are contingent upon the proper use of the Products in an appropriate environment.

This Limited Warranty does not cover: (1) damage to Products due to improper use or maintenance,

accident, neglect, misuse, fire, humidity, rising water, insect infestation, failure or fluctuation of

electrical power, improper voltage, damage resulting from accessories or attachments, or elements of

nature; (2) repair or replacement of expendable items; (3) routine cleaning and maintenance,

preventive maintenance; (4) refinishing or replacement of cosmetic parts; and (5) unauthorized

Products repairs, replacements, alterations or modifications. Seller shall have no obligation to Buyer

under this Limited Warranty or otherwise with respect to any claim that is based upon or arises out of

the use of the Products by Buyer in a manner that breaches this Contract or is materially inconsistent

with the Products.

10. Indemnification. Buyer shall indemnify, defend and hold Seller and its representatives, agents and

employees harmless from and against all claims, demands, actions, causes of action, suits, judgments,

settlements, costs (including reasonable attorney’s fees), fees, penalties, damages, liabilities and

obligations arising out of or relating to a breach of the Contract by Buyer, the negligent acts or

omissions of Buyer and any of its representatives, and Buyer’s improper use of the Products.

Notwithstanding anything in this Contract to the contrary, however, Buyer shall not be liable or

responsible for, and shall not be obligated to indemnify, defend and hold harmless the Seller for

liability, claims, lawsuits and demands (including all judgments and settlements made at arm’s length

and all reasonable attorneys’ fees and expenses and litigation expenses) caused by the sole negligence,

willful misconduct, crime or fraud of the Seller, its agents or employees.

11. LIMITATION ON LIABILITY. IN NO EVENT WILL SELLER BE LIABLE TO BUYER, WHETHER THE BASIS OF

THE LIABILITY IS BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCTS LIABILITY, TORT

(INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY OR ANY OTHER LEGAL THEORY, FOR ANY

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, MULTIPLE, CONSEQUENTIAL, PUNITIVE OR SIMILAR

DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY AMOUNTS REPRESENTING LOSS OF PROFITS (DIRECT OR

INDIRECT), LOSS OF CONTRACTS, LOSS OF OPPORTUNITY, LOSS OF REVENUE,

LOSS OF USE, LOSS OR INEFFICIENT USE OF TIME, FACILITIES AND/OR EQUIPMENT, LOSS OF DATA, COSTS

OF REPLACEMENT GOODS, BUSINESS INTERRUPTION LOSSES, OR DAMAGES RESULTING FROM USE OR

MALFUNCTION OF THE PRODUCTS, EVEN IF SUCH DAMAGES WERE FORESEEABLE REGARDLESS OF

WHETHER SELLER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS OR RESULTED

FROM THE BREACH OF A FUNDAMENTAL TERM OF THIS CONTRACT AND EVEN WHEN OTHER REMEDIES

ARE IMPOSSIBLE OR INEFFECTIVE, ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THIS

CONTRACT OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATED THERETO, OR THE USE OF

ANY PRODUCTS FURNISHED HEREUNDER. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF

SELLER UNDER THIS CONTRACT EXCEED THE CONTRACT PRICE FOR THE PRODUCTS FOR WHICH LIABILITY

IS CLAIMED. The parties agree that these limits of liability shall survive and continue in full force and

effect despite any termination or expiration of the Contract between Seller and Buyer. Any action by

Buyer against Seller including, without limitation, arbitration must be commenced within ninety (90)

days after the cause of action has accrued or shall forever be barred.

12. Force Majeure. SELLER WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR DELAY ARISING OUT OF ITS

FAILURE TO PERFORM HEREUNDER DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING,

WITHOUT LIMITATION, ACTS OF GOD, ACTS OR OMISSIONS OF BUYER, ACTS OF CIVIL OR MILITARY

AUTHORITY, FIRES, STRIKES, FLOODS, EPIDEMICS, QUARANTINE RESTRICTIONS, WAR, RIOTS, ACTS OF

TERRORISM, DELAYS IN TRANSPORTATION OR TRANSPORTATION EMBARGOES. IN THE EVENT OF SUCH

DELAY, SELLER'S PERFORMANCE DATE(S) WILL BE EXTENDED FOR SUCH LENGTH OF TIME AS MAY BE

REASONABLY NECESSARY TO COMPENSATE FOR THE DELAY.

13. Disputes. The parties shall endeavor in good faith to resolve all disputes arising out of the

performance of their obligations under this Contract. Any dispute arising out of this Contract and not

resolved between the parties shall be referred to binding arbitration before a single arbitrator in

accordance with applicable commercial rules of the JAMS Mediation and Arbitration and shall be

conducted in Atlanta, GA, USA. The parties to the arbitration shall be permitted to request and

subpoena documents, to the extent permitted under the Georgia Civil Practice Act for civil actions.

The parties understand and agree that this Contract is made, executed and will be partially performed

in the state of Georgia. All terms of this Contract, their force, effect, interpretation (including breach)

and dispute resolution procedures shall be governed by and construed in accordance with the domestic

laws of the State of Georgia without giving effect to its conflict of laws and shall be treated in all

respects as a domestic State of Georgia contract.

In the event that any claim or controversy, including any counterclaim, is determined not to be

subject to the mandatory binding arbitration clause, above, the parties hereby waive trial by jury, and

agree that any and all controversies of whatsoever nature and where so ever they may arise, may only

be brought in Fulton County, Georgia. By purchasing the Products and entering this Contract, Buyer

purposely avails itself of and consents to personal jurisdiction and venue in the Fulton County, Georgia

state courts for all purposes including, without limitation, confirming any arbitration award (“Award”).

Buyer agrees that the Fulton County, Georgia state courts are a convenient forum and covenants not

seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of

forum non convenient or otherwise. In the event that Buyer brings any action in any forum other than

JAMS in Atlanta, Georgia, or if JAMS be unavailable for whatsoever reason, in any court in any forum

other than in Fulton County, Georgia state courts, Buyer consents to the dismissal of said action. This

Section and its obligations shall survive any termination or completion of the Contract. The prevailing

party in any litigation or arbitration involving the parties shall be entitled to recover from the other

party all of its costs and reasonable attorneys and expert fees expended in the prosecution and/or

defense of such action. The term “prevailing party” means that party, as plaintiff or defendant

(claimant or respondent), who substantially prevails against the other party. Notwithstanding the

foregoing, if a written offer of compromise made by either party is not accepted by the other party

within thirty (30) days after receipt or the commencement of the trial or hearing, whichever is sooner,

and the party not accepting such offer fails to obtain a more favorable judgment (award), the non-

accepting party shall not be entitled to recover its costs of the litigation or arbitration and reasonable

attorney’s fees and costs (even if it is the prevailing party) and shall be obligated to pay the costs of

suit or arbitration and reasonable attorney’s fees and costs incurred by the offering party.

14. Miscellaneous Provisions. This Contract constitutes the entire agreement among the parties hereto

with respect to the transactions contemplated hereby and supersedes all contradictory agreements,

understandings, negotiations and discussions, both written and oral, among the parties hereto with

respect to the transactions contemplated hereby. This Contract may be modified only by written

instrument signed by the parties’ authorized representatives. No waiver of any of the provisions of this

Contract shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such

waiver constitute a continuing waiver unless otherwise expressly so provided. The terms of this

Contract that by their nature are reasonably intended by the parties to survive completion or

termination, including, without limitation, the terms relating to confidentiality, proprietary and

intellectual property rights, indemnification, dispute resolution and warranty, will survive the

expiration or termination of this Contract. Should any term, provision or Section of this Contract be

deemed void or unenforceable, it is the intent of the parties that the remaining provisions remain in

full force and effect. Except as specifically set forth or referred to herein, nothing herein expressed or

implied is intended or shall be construed to confer upon or give to any Person, other than the Parties

and their respective successors and assigns, any rights or remedies under or by reason of this Contract.