Please review other sections of this packet for complete information on items and issues referred to in the Terms and Conditions set forth below.

Definitions
The following words and phrases have the following meanings unless the context deems otherwise:
I. “the Company” means Cisco Brothers.
II. “the Customer” means any company, firm, individual or any agent thereof to whom this document is addressed.
III. “the Goods” means the products, goods, equipment, parts and other items or materials to be supplied by the
Company to the Customer.
IV. “Contract” means any contract concluded between the Company and the Customer for the sale of the Goods.
V. “Order” means any order accepted by the Company and giving rise to a Contract.


Product Pricing
The Company from time to time will furnish to the Customer a current list of suggested resale prices for all of the products of the Company, which the Customer has agreed to sell. However, the Customer is under no obligation to sell the products of the Company at the prices specified in the price list nor at any other price suggested by the Company. Notwithstanding, as the Company seeks to preserve its value in the marketplace the Company reserves the right to terminate a Customer relationship with any party if Cisco Brothers Goods sold unreasonably below market value. In such circumstance, the Company will provide the Customer with a written letter requesting the Customer comply with suggested retail prices previously provided by the Company; the Customer will have sixty (60) days to comply or be terminated as a Customer.
Unless otherwise agreed, the price of all Goods payable by the Customer shall be the price set forth in the Company's current price list in force at the time the Company receives the Customer’s purchase order.


All prices are subject to revision from time to time without notice.
In the event of a price change, Cisco Brothers will honor all written quotes that are currently outstanding for thirty (30) days after the effective date of the price change.


Orders
All orders must be submitted via fax or email on official Cisco Brothers Order Form (included in packet). The Company is not bound to accept any Order. All Orders accepted are with the express understanding that they are on the basis of conditions contained in this document. Any conditions attached by the Customer shall be void unless agreed to in writing by an authorized officer of the Company.

Fabric Selection
The selection of fabrics for Customer orders is not the Company's responsibility. The Company agrees to supply any of its stock fabrics specified by the Customer, and to use such fabric(s), or any fabric(s) supplied by the Customer, in accordance with the Customer's requirements. In selecting the Company’s stock fabric(s) or in supplying its own fabric(s) to the Company, the Customer is deemed to have ensured the suitability of such fabric(s) for all intended uses.

The Company cannot accept claims for losses, regardless of how it was sustained, resulting from a failure of any fabric(s) or from any defect in any fabric(s) or its performance, except under any limited warranty stated herein.

Matching
The Company will make reasonable efforts to ensure that all Goods (including fabric, leather and other wood products) produced for coordinated orders will match as close as possible. However, due to the organic nature of our materials and the manufacturing process such consistent matching is impossible, and the Company thereby stipulates that all Goods (including fabric, leather, and other wood products) are sold with the clear understanding that exact matching between dye lots, hand and grains, even in the case of coordinated products, cannot be guaranteed.

Order Cancellations and Restocking Fees
If for any reason an order of standard product is cancelled or modified prior to delivery, but subsequent to production beginning or the fabric being cut, the Customer will be assessed a 25% cancellation fee. If for any reason a custom product order is cancelled or modified prior to delivery, but subsequent to production beginning or the fabric being cut, the Customer will be assessed the greater of 50% of the quoted price or the customer’s deposit. Notification of any cancellation must be presented in writing to the Customer Service department via email or fax and will not be deemed effective until acknowledgement of cancellation is provided to the Customer.


Terms of Sale
All terms of sale are based on the date of invoice. The Company is not responsible for delays in transit and our terms are not affected by such delays.
The Company reserves the right to change or revoke its credit terms at its discretion. Accounts are subject to credit hold or cancellation on all outstanding orders if payments are not received within the credit terms granted, or if the credit limit is exceeded.


Unless otherwise indicated, delivery of all products will be FOB the Company’s facility in Los Angeles, California, one of its showrooms, or any of its other licensed or affiliated facilities. Customer shall bear all risk of loss upon delivery of the products to the carrier at the FOB point. Customer agrees the Company retains a purchase money security interest in all products sold by the Company to the Customer until the purchase price and any other charges due to the Company have been paid in full. Customer’s sole remedy for any delay or failure in delivery shall be cancellation of the order involved prior to said order’s departure FOB from any of the Company’s facilities.


Customer agrees to pay the Company all amounts invoiced in full without deductions, unless the Company approves other arrangements in writing prior to shipment. Short paying the Company will result in termination of the contract, and in such cases the Company reserves the right to collect any and all outstanding payments due through any legal means at its disposal.


Prices do not include costs for transportation, insurance, taxes, customs, duties, landing, storage or handling fees. All such costs are the responsibility of the Customer. Payment will be made in U.S. Dollars. Any amount not paid by the due date will be subject to a late fee of 5.0% per month or the maximum rate allowed by law, whichever is less. However, payment of such finance charge will not cure Customer’s default for late payment. If in the judgment of the Company, the financial condition of the Customer at any time does not justify continuance of production or delivery on the terms of payment set forth in the Company’s invoice for said Goods, the Company may demand full or partial payment in advance.
In the event a petition for relief under any bankruptcy law is filed by or against the Customer, Customer makes an assignment for the benefit of its creditors, or a receiver is appointed for all or a substantial part of Customer’s assets, and such petition, assignment or appointment is not dismissed or vacated within thirty (30) days, the entire amount owed to the Company shall become immediately due and payable.


Customer shall reimburse the Company for all costs and attorneys’ fees it incurs in connection with the enforcement of the terms and conditions of these Terms and Conditions whether or not a suit is filed.


Extension of Credit, Required Deposits & Payments
A Customer whose account has not received credit approval shall be required to pay a 50% deposit at the time of the order, with the remaining 50% due prior to the product shipping from the Company’s facilities. The Company reserves the right to delay the commencement of production until full deposits are received. Any delivery date quoted is subject to cancellation or revision until payment is made and production commences.


If the Customer delays or defaults in paying for Goods received or becomes insolvent or bankrupt or enters into liquidation, or the Company has reason to believe the Customer is unable to pay its debts, or the Customer commences a meeting of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequences of a debt, or ceases for any reason to carry on business, the Company shall be entitled to suspend delivery and/or to terminate the Contract, but without prejudice to the Company's rights to recovery of all money's due.

Transaction Fees
Wire Transfer Fee Insufficient Funds Fee Online Payment*
$25.00
$30.00 per incident/Additional finance charges may apply No Charge
*via Bank Transfer, Paypal or other authorized service

Terms of Delivery
Any statement issued by the Company as to the date of delivery shall be treated as an estimate only. While the Company shall endeavor to ensure delivery by the stated date, the Company shall not be liable for any loss or damage arising out of delay or failure to deliver by the said date.


Consolidating Orders
The Company will endeavor to accommodate a Customer’s request to consolidate orders for the purpose of reducing its shipping costs. However, the Company reserves the right to hold or release these orders to production as stipulated below or as needed.


If the Customer has not submitted sufficient orders to produce the pieces within thirty (30) days for consolidation, Customer will contact the Company to confirm the Customer wishes the pieces to remain on hold or to delay the pieces’ ship date. In such cases, the Company reserves the right to release all fabric that has been reserved for said orders, and as such Customer acknowledges that said orders may be further delayed due to fabric availability.


Notwithstanding the above, in no circumstances will the Company be able to delay production or hold completed product for more than thirty (30) days to accommodate consolidation requests.


Repairs and Returns
Customer shall inspect all products upon receipt. If Customer does not notify the Company in writing within fifteen (15) days from the date of delivery of any discrepancies, defects, shortages or other failures to conform to the terms of the face of the invoice, the products shipped will be deemed to have been accepted by the Customer as ordered. Customer may return non-conforming or defective products to the Company for repair or replacement or arrange for local repair of non- conforming or defective products in accordance with the Company’s limited warranty if submitted within fifteen (15) days of delivery and only upon confirmation of a Return/Repair Authorization (RMA) form issued by the Company.
Claims for faults in Goods cannot be accepted where the Goods have been subjected to further processing.


Customer must obtain an RMA number from the Customer Service department prior to returning the product, and clearly mark the RMA number on the outside of the shipping carton. Returning merchandise will not be accepted at the factory without an RMA.


Warranty
The Company warrants its products to be free from defects in material and workmanship under normal residential use and service, as set forth in our statement of limited warranty. The Company’s limited warranty does not apply to fabric. The Company’s sole and exclusive obligation under its limited warranty is to repair or replace at the Company’s option all products that are returned to it within the applicable warranty period and judged by the Company to be defective.
See complete limited warranty in the Limited Warranties section of this guide or on the Company website at www.ciscobrothers.com.


No other representations and/or warranties, either expressed or implied are made with respect to the products, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or any other warranties that may arise from usage or trade or course of dealing.
Cisco Price Book 10
Rev. 8/15/2019

Export of Products
The export of any products purchased from the Company are subject to compliance with the export control laws of the United States. Customer agrees it shall comply with all applicable export regulations or restrictions, and shall provide all such certifications as the Company may request to ensure compliance with such export regulations.


Ethical Behavior
In the interest of protecting both the reputation of the Customer as well as the Company’s name in the marketplace, the Customer agrees at all times to market the Company’s products professionally and ethically, and further agrees not to attempt to sell the Company’s products by coercion or misrepresentation of the product features.


Indemnification
The Company will not be responsible for any promises made by the Customer without our knowledge, other than information and features published in our written product information herein or supplied in the future via mail, email or on the Company website.


The Customer will indemnify the Company and hold it harmless against any claim whatsoever that may arise between the reseller and their clients.


Legal Jurisdiction
The validity, construction and performance of this invoice shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. In the event that any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect and construed so as to best effectuate the intent of the parties. Any dispute, resolution or proceeding with respect to these Terms and Conditions shall take place in Los Angeles County, California. These Terms and Conditions represents the partners’ entire agreement with respect to the subject matter hereof. Customer may not assign its rights or obligations hereunder except in connection with a bona fide sale of its entire business.


Force Majeure
The Company shall not be in breach of the Contract if there is any total or partial failure of performance by it of its duties and obligations under the Contract occasioned by any act of God, terrorism, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or any other supplies, (including unforeseen increases in price) labor disputes of whatever nature and any other reason beyond the control of either party. If the Company is unable to perform its duties and obligations under the Contract as a direct result of the effect of one or more of such reasons it shall give notice to the Customer of such inability stating the reason(s) in question. The operation of the Contract shall be suspended during the period (and only during the period) in which the reason(s) continues. Forthwith upon the reason(s) ceasing to exist the Company shall give notice to the Customer of this fact. If the reason(s) continues for a period of more than sixty (60) days and substantially affects the commercial basis of the Contract, the parties shall consult together for the purpose of agreeing what action should be taken in the circumstances and, if appropriate, shall negotiate in good faith to amend and modify the provisions and terms of the Contract as necessary to escape the reason(s) in question for the inability to perform.


Enforcement
If any portion of this warranty is deemed unenforceable by any jurisdiction or judgment than it shall not render the entire warranty null and void, but all other clauses and stipulation shall remain in full force and effect.