Terms and Conditions

By acceptance of the Price Quotation or Invoice, the Buyer hereby expressly agrees to the terms and conditions of the sale of goods set forth
1. ACCEPTANCE BY BUYER: Buyer’s submission of an order, either verbal or written, to Vendor for the purchase of goods shall bind the Buyer
to the terms and conditions set forth in this Price Quotation. Any purchase order issued by the Buyer for the purchase of Vendor’s goods which
contains different or additional terms or which contains terms and conditions in conflict with the terms and conditions shall not be binding on the
Vendor. Vendor shall not be bound by the terms and conditions of Buyer’s Purchase Order unless Vendor agrees in writing to do so. Vendor
shall not be bound by Buyer’s acceptance of this Price Quotation until Vendor has received and accepted Buyer’s offer to purchase.

2. MINIMUM ORDERS ACCEPTED: There is no minimum order quantity or dollar value minimum.

3. LEAD TIME: All in-stock BOXED shall have an estimated lead time of 2-4 weeks from receipt of payment. All MADE TO ORDER items shall have an estimated lead time of 8-10 weeks from receipt of payment. All CUSTOM orders shall have an estimated lead time of 12-16 weeks from receipt of payment unless otherwise indicated by Vendor at the time of purchase. Orders may be “rushed” at the discretion of Vendor for a 25% rush fee.

4. CREDIT TERMS: Until such time as Buyer establishes credit with Vendor, all purchases shall be made by cash, approved check or credit card.
All noncredit orders must be accompanied by a payment of fifty percent (50%) (the Deposit) of the total purchase price including any taxes or
shipping charges. The balance of the purchase price must be paid in full prior to the delivery of the goods to Buyer. The estimated shipping
costs shall be included with the Deposit. Once an order has been completed and Buyer is notified that the goods are ready to be shipped, Buyer
shall remit the balance due to Vendor. If Buyer fails to pay the remaining balance for the order, Vendor will store the goods for a period not
exceeding thirty (30) days from the date Buyer was notified that the order was ready to ship. If the goods have not shipped within that two week
period, Buyer will pay a daily storage fee of Twenty Five and 00/100 Dollars ($25). This daily storage fee must be paid prior to delivery of the
goods. The payment terms shall be those as agreed on the invoice. If a customer is delinquent in bringing their account current, we reserve the
right to charge to their credit card on file, in part or in full any monies owed including late fees.

5. EFFECTIVE DATE: Buyer’s acceptance of this Price Quotation or issuance of a purchase order shall not be binding on the Vendor until Vendor
acknowledges, in writing, its acceptance of the Buyer’s offer to purchase pursuant to the Price Quotation or any purchase order and receipt of the
Deposit. This shall be the Effective Date of this agreement for the purchase and sale of the goods. Any production or proposed delivery dates
shall be calculated from the Effective Date. Any order being paid by credit card shall be charged for the Deposit at the time that the order is
accepted by Vendor. Upon completion of the processing of the goods, any credit card purchase may be charged for the remaining balance of the
purchase price seven (7) days prior to the projected shipping date.

6. MODIFICATION OF GOODS: Once the Effective Date is established, Buyer may not modify or in any way change the specifications of goods or
any of the terms of this agreement without the prior written consent of the Vendor.

7. APPROVAL OF SAMPLES: On any initial order of goods, either regular or custom ordered, Vendor may provide to Buyer a sample of the goods
ordered and the colors to be used on the goods. Buyer shall inspect the sample as to its fitness for its intended use and for the colors selected.
Buyer shall promptly notify in writing that the sample is or is not conforming. If the Buyer rejects the sample as nonconforming, the Buyer shall
specify in detail the reasons it considers the sample to be nonconforming. If Buyer does not notify Vendor within seven (7) days that the sample
was nonconforming, the sample shall be deemed to be conforming. Buyer shall be bound to accept delivery and pay for the goods.

8. CUSTOM ORDERS: If Buyer’s order requests a custom finish on the goods, the order shall be considered non-cancellable. If Buyer cancels
the order or refuses to accept delivery of the goods, Buyer is responsible for the costs of the goods and expenses incurred in production of the
custom goods, including, but not limited to, the cost of the fixtures, the costs of non-stock colors and the labor and overhead incurred in the
production of Buyer’s goods. Any Deposit held by Vendor may be applied against the Vendor’s costs.

9. CANCELLATIONS: Any Custom Order cannot be cancelled. Any cancellation of a non-custom order previously accepted by Vendor must be in
writing and received by Vendor within seven (7) days of the Effective Date. Any order properly canceled within the seven day cancellation period
shall receive a return of Deposit.

10. REJECTION OF NONCONFORMING GOODS: Upon receipt of the first shipment of goods, and prior to the installation of the goods or their use
in Buyer’s business operations, Buyer shall inspect the goods to determine that the goods comply with specifications in the Price Quotation or
Invoice. Buyer shall notify Vendor in writing within seven (7) days from the date of receipt of any shipment of any defect in the goods or of any
variance from the specifications. Failure to notify Vendor within seven days of receipt shall be deemed to be acceptance of the goods as received.
Installation of the goods by the Buyer shall be deemed acceptance of the goods by Buyer. Vendor shall not be responsible for the installations
expenses or any other damages Buyer contends it incurred as a result of the goods being deemed nonconforming.

11. DAMAGED/LOST MERCHANDISE: Buyer shall be responsible for any goods damaged in shipment or for any shortage of goods occurring
during shipment. It is Buyer’s responsibility to insure the goods. Vendor’s responsibility for any damage to goods shall terminate when the goods
are delivered to Buyer’s carrier.

12. WARRANTY: Vendor does not make any warranty of merchantability or of fitness for any particular purposes whatsoever with respect to the
goods being sold. There are no implied warranties which extend beyond the description, if any, on the face of this Price Quotation or Invoice.

13. BUYER’S EXCLUSIVE REMEDIES: The exclusive remedy of the Buyer are: in the case of any breach by Vendor other than tender of
nonconforming goods, to return the goods and receive payment of the price from Vendor; and in the case of nonconforming goods, the repair or
replacement of the nonconforming goods. Buyer shall be entitled to any consequential damages as a result of the breach of this agreement.

14. VENDOR’S REMEDIES: Should any rejection or revocation of acceptance of the goods by Buyer (on delivery or redelivery) be wrongful, or
should Buyer fail to make a payment when due, or on repudiation with respect to any separate delivery of goods, Buyer shall be liable to Vendor
for the unpaid purchase price of the goods so rejected or repudiated and for any expenses incurred by Vendor caused by Buyer’s breach.

15. EXPENSES OF LITIGATION: The prevailing party in any litigation or arbitration proceeding based on any breach of this agreement shall be
entitled to recover its reasonable expenses of litigation including reasonable attorney fees.

16. This Agreement shall be covered by the laws of the State of Tennessee.

17. Time is of the essence of all the terms and conditions of this Agreement.

18. This Agreement may not be assigned by Buyer without the prior written consent of Vendor.

19. In case one or more provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or not enforceable in any
respect, the validity, illegality or unenforceability shall effect any other provisions and this Agreement shall be construed as if the invalid, illegal,
or unenforceable provision had never been contained in it.

20. This Agreement may only be modified in writing, signed by both Buyer and Vendor