The terms and conditions stated herein shall govern all sales of products made by Nordholtz USA LLC (“Nordholtz”) which terms and conditions include the Policies and Procedures set forth on the Nordholtz website at www.nordholtz.com and the dealer application submitted by Purchaser. Regardless of any terms and conditions stated in any purchase order submitted by the purchaser (“Purchaser”) these Sales Order terms and conditions shall apply to all orders placed by Purchaser with Nordholtz. Nordholtz hereby disclaims and rejects any terms and conditions appearing in a purchase order from Purchaser that are in addition to, or inconsistent with, the terms and conditions stated herein. Any such additional or inconsistent terms and conditions shall not be a part of the Agreement and shall not be binding on Nordholtz. Nordholtz will issue a sales order number and prepare a Sales Order (“Sales Order”) as a result of the purchase order submitted by Purchaser. Purchaser shall sign and return to Nordholtz the Sales Order issued by Nordholtz which will include a valid sales order number and which upon the written acceptance by Nordholtz will constitute a binding contract between Nordholtz and Purchaser which contract includes these terms and conditions incorporated by reference into each Sales Order signed by Purchaser. The signed Sales Order, these terms and conditions, the policies and procedures set forth in the website and an executed Dealer Application, if any, shall constitute the entire binding contract (“Agreement”) between the parties. Each Sales Order signed by the Purchaser constitutes a separate Agreement including those essential elements.

PRICES

The prices set forth in the Sales Order do not include any foreign, federal, state or local sales, use or excise taxes. Purchaser shall provide to Nordholtz upon request a Reseller permit and will be responsible to notify Nordholtz in the event of a change is such Reseller permit. Purchaser shall in any event pay any and all such charges, except for those imposed in Nordholtz’s income. If Purchaser does not provide a valid Reseller permit, Nordholtz will include any applicable foreign, federal, state or local sales, use or excise taxes on the invoice.

SALES ORDERS

Unless otherwise specified, no Nordholtz products will be shipped until Purchaser has submitted a written purchase order and has signed a Nordholtz Sales Order. Sales Orders for orders shall state: the sales order number, the Nordholtz products ordered, including model numbers, if applicable; quantity; requested delivery dates; billing address; shipping address; and shipping instructions, product prices and payment terms. Nordholtz will issue an invoice to Purchaser upon shipment of the products to Purchaser.

CANCELLATIONS

Purchaser’s Sales Order shall not be subject to cancellation, changes or reductions in amount, or suspension of deliveries once signed and delivered to Nordholtz except upon Nordholtz’s prior written consent and upon terms which indemnify Nordholtz against loss.

QUOTATIONS

Unless otherwise stated, all Nordholtz quotations are valid for a period of fourteen (14) days from the date of quotation. All quotations of product prices shall be Ex Works warehouse Fairfield, New Jersey, USA and exclusive of VAT and import duties. All freight and insurance will be the responsibility of Purchaser, unless otherwise arranged by the Purchaser with Nordholtz.

DELIVERY DATE

Any date of delivery furnished by Nordholtz to Purchaser is determined from the date of Nordholtz’s receipt of Purchaser’s signed Sales Order and an agreement to payment terms. The date is only an estimate of the date of delivery, not a guarantee of a particular delivery date. If prepayment or letter of credit payment terms are required by Nordholtz’s credit department, the delivery date is determined from the date of Nordholtz’s receipt of such prepayment or approved letter of credit. Nordholtz shall not be liable for a failure of delay in shipment.

ERRORS OR OMISSIONS

Errors or omissions in any Nordholtz quotation, acceptance, packing list or other document shall be subject to correction at Nordholtz’s discretion.

PAYMENT TERMS

Payment terms are set forth on the Sales Order and the Invoice. If payment terms are authorized by Nordholtz commencement of such terms shall begin from the date of shipment to Purchaser. All purchase orders submitted by Purchaser are subject to approval by Nordholtz’s credit department, which reserves the right to change or withdraw credit terms without notice. All payments shall be made in US Dollars and may normally be by credit card, cash, check or money order, but at Nordholtz’s discretion, payment may be required through cashier’s check, irrevocable letter of credit or wire transfer. All bank fees or charges shall be paid by Purchaser including credit card charges.

LATE FEES

Purchaser shall pay a late fee of one and one-half percent (1.5%) per month on all balances not paid within the term set forth on the Sales Order and Invoice. Excessive late payments may cause future purchase orders once accepted by Nordholtz to be shipped to Purchaser on a prepayment, COD, or irrevocable letter of credit basis.

SECURITY INTEREST

For any Purchaser within the USA, Purchaser hereby grants to Nordholtz a purchase money security interest in Purchaser’s entire inventory of Nordholtz’s products, whether heretofore or hereafter acquired from Nordholtz. Purchaser hereby irrevocably appoints Nordholtz as Purchaser’s attorney-in-fact to prepare, execute and file financing statements showing

Nordholtz’s interest in such Nordholtz products. Purchaser shall pay the cost of filing all such financial statement. Upon the occurrence of any default by Purchaser with regard to payment for shipped Nordholtz products, and at any time thereafter, Nordholtz may without prior notice to Purchaser take possession of such Nordholtz products, wherever they may be found, or exercise and enforce any and all rights and remedies otherwise available to a secured party under the Uniform Commercial Code upon such default. For any Purchaser outside the USA, notwithstanding the passing of the risk of loss to Purchaser as provided herein, Nordholtz shall retain title to the products sold to Purchaser until receipt of full payment of the purchase price.

SHIPPING AND RISK OF LOSS

Nordholtz shall ship all products listed on each Sales Order to the name and address set forth on the Sales Order and in accordance with the method set forth on the Sales Order via the carrier designated by Purchaser Ex works factory. Purchaser will be responsible for all shipping costs including costs of insurance for shipping of the products unless the Purchaser and Nordholtz agree in writing to a different arrangement. Risk of loss shall pass to Purchaser upon delivery by Nordholtz to the carrier. Nordholtz will provide reasonable cooperation should Purchaser assert a claim against any carrier or insurance company to recover any loss of product during transit.

INDEMNIFICATION

Purchaser shall indemnify and defend Nordholtz and each of its affiliates against and hold them harmless from, any and all claims, actions, proceedings, liabilities, obligations, losses, damages, costs, or expenses (including reasonable attorney fees) incurred by Nordholtz or any of its affiliates to the extent (a) resulting from , or arising out of, or in connection with, any breach by Purchaser of any covenant or representation (b) or relating to death or injury to any person or damage to any person or damage to any property and resulting from , or arising out of or in connection with, any act or omission constituting negligence or willful misconduct by Purchaser or any of its subcontractor’s, officer, directors, employees or agents, during performance of its obligations under this Agreement.

PURCHASER’S DUTIES AND RESPONSIBILITIES

By accepting delivery of any Nordholtz product, the Purchaser agrees to use that product only for its intended use as furniture including furniture for resale. The Purchaser assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than the intended use of a Nordholtz product.

RESALE

The Purchaser agrees to assume all liability arising out of any use other than the intended use (i.e. furniture) of a Nordholtz product by any third party who has directly or indirectly obtained the product from the Purchaser. In addition, the Purchaser agrees to indemnify, defend, and hold harmless Nordholtz against all inquiries, claims, damages, actions, causes of action, injuries, and litigation arising out of any use other than the intended use of a Nordholtz product purchased by the Purchaser.

INSPECTION AND ACCEPTANCE OF PRODUCT

Purchaser shall notify Nordholtz’s customer service department within forty-eight (48) hours of receipt of Nordholtz products regarding any defect or deficiency therein, including questions regarding the Sales Order, misshipments or lost or damaged shipment. Failure to provide such notice to Nordholtz shall be deemed acceptance of such Nordholtz products as complete and satisfactory to Purchaser. Therefore it is incumbent on Purchaser to inspect the products at the time of arrival, and note all damages or possible concealed damages before signing the delivery receipt. If the product arrived damaged, please contact Nordholtz within the 48 hour timeframe and provide pictures and details of the damages in written form. If damaged product is not reported promptly, Nordholtz will not be able to assist with any claims by the purchaser. All defective products that are returned to us must be packed in original boxes with original packing material.

If customer refuses any product, the customer must notify Nordholtz of such refusal in writing within 48 hours of receipt of such product and will return the product to Nordholtz in the original condition and packaging at customer’s expense within 96 hours after notice of refusal has been provided to Nordholtz, otherwise customer shall be deemed to have accepted the product. Nordholtz appreciates the exercise of common business courtesy by the purchaser. In the event of a problem with a shipment the purchaser should immediately notify Nordholtz of any such problems so that the parties can have a timely opportunity to address any concerns and amicably reach a solution.

CLAIMS, RETURNS AND EXCHANGE POLICY

Purchaser shall not be entitled to return products without Nordholtz written approval. Purchaser shall obtain the appropriate forms from Nordholtz prior to returning any such product. Nordholtz reserves the right to examine and inspect all returned and exchanged items before deciding wherever to issue a credit to your account.

Nordholtz Furniture makes sure to take all possible measures to ensure your orders ships and arrives in the best condition possible. In case of damages in end-user’s location, it is end-user’s responsibility to keep the package, provide all necessary claim materials and prepare the product to be picked up.

All defective products must be returned in the original packing material. Nordholtz will only allow the return by Purchaser and the replacement of manufacturing defective products. In case of loss, damage or any manufacturing defect, replacements will be provided for cost or free of charge, and will be available for pick up from our warehouse only. Nordholtz does not issue cash refunds. Shipping charges are not refundable. Nordholtz Furniture is not responsible for the damages caused by the freight company. Nordholtz does not accept or honor charge-back, debits, returns, offsets, deductions, or claims without our express written consent.

In order for an item to be replaced for any reason at the sole discretion of Nordholtz, the original product must be returned in ‘Like-New’ condition for a full or partial refund.

Returns will not be accepted by Nordholtz unless the return complies with this provision. There will be a 25% restocking fee for returned items with original packing. Product that has been assembled will not be accepted for a refund, credit or exchange.

SPECIAL ORDERS

Please note that there may be variations in shade due to natural origin of wood, leather and fabric materials. Digital or printed image colors can also be slightly different from the originals. Special order can be canceled within first 48 hours of acceptance of Sales Order by Purchaser. Company reserves right of refuse and issue refunds or exchanges after such 48 hour timeframe. All delivery dates for special orders are approximate and can change due to production time frame, overseas loading plans, shipping schedule or any other causes beyond our control. Deposit of 30% must be paid before a sales order for special products will be processed. This deposit is non-refundable in case of cancellation. All special order products remain the property of the Nordholtz until paid in full. Special orders must be paid in full and picked up from our location within five (5) business days from the day of notification of arrival. Storage fee of $15 per day will be added to the invoice after this period. Same period and storage fee rule applies to orders that were shipped to one of our distribution centers for pick up.

WARRANTIES

All products shall conform to the manufacturer’s specifications and shall be free from defects in design, materials and workmanship for six (6) months from date of shipment. NORDHOLTZ HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NORDHOLTZ’s standard warranty policy covering any Nordholtz products shall be NULL, VOID, AND OF NO EFFECT if the Purchaser or any third party uses that product for any use other than the intended use of that product.

INTELLECTUAL PROPERTY

The trademarks are pictures, logos; service marks used and displayed on this web site are registered and unregistered Trademarks of Nordholtz USA LLC. The name of Nordholtz USA LLC, logo or the other Nordholtz’s trademarks may not be used in any way, without prior written permission from Nordholtz USA LLC. Nordholtz USA LLC prohibits use of Nordholtz USA LLC logo as part of a link to or from any site unless such link is approved in advance by Nordholtz USA LLC in writing. Nordholtz USA LLC aggressively enforces its intellectual property rights to the fullest extent of the law. Nordholtz can enforce this provision in any court of competent jurisdiction and is entitled to recover any costs in protecting its rights including recovery of reasonable attorney fees.

RELATIONSHIP OF THE PARTIES

The parties are independent contractors. Nothing in this Agreement shall be construed or intended to create any partnership, joint venture, or agency relationship between the parties. Nothing contained in this Agreement is intended or shall be construed to confer upon or give any person or entity other than the parties any rights under or by reason of this Agreement.

NOTICES

Any notices required or permitted will be given to the appropriate party at the address specified in the Sales Order, or such other address as the party may have subsequently provided in writing. Notices are legally effective when actually received. In addition to delivery by hand or by overnight courier such as FEDEX, UPS or other private delivery service signature required, a notice is deemed actually received three (3) days after sent certified mail return receipt requested, postage prepaid; and/or by facsimile or email with proof of transmission.

LIABILITY

In no event will Nordholtz’s liability for any breach of this Agreement be more than the amount of the Sales Order which is the subject of the alleged breach.

ASSIGNMENT

Purchaser shall not assign any of it rights or delegate any of its obligations under this Agreement without the prior written consent of Nordholtz.

SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue to be in full force and effect.

GOVERNING LAW

New Jersey law, excluding its choice of law rules, shall be controlling for all purposes regarding any claim or dispute between Nordholtz and Purchaser. The sole and exclusive forum for any action commenced by Purchaser shall be in a state or federal court in New Jersey, County of Monmouth. The United Nation Convention on Agreement for the International Sale of Goods shall not apply to transactions between Nordholtz Furniture Inc. and the Purchaser.

ATTORNEY’S FEES

If Nordholtz is the prevailing party in any suit or other legal proceeding between Purchaser and Nordholtz, Nordholtz shall be entitled to its reasonable attorney’s fees and costs incurred therein.

FORCE MAJEURE

All Sales Orders are subject to strikes, labor problems, lockouts, contingencies of transportation, failure of usual source of supply of fuel, shortage of materials, accidents, product delay or any other problems beyond Nordholtz’s control such natural disasters. Nordholtz shall not be responsible for such events and will make every reasonable effort to ship the products once the delay is rectified.

ENTIRE AGREEMENT

This Agreement, including the signed Sales Order contains the entire understanding of the parties with respect to the subject matter and replaces any prior written or oral communications.