TERMS AND CONDITIONS
FABRIC & TRIM

SAMPLES
The Robert Allen Group provides memo samples upon request, subject to its sole discretion, for the sole purpose of assisting customers in their purchasing decisions.
The Company also provides Sample Books to its sales territories, subject to its sole discretion, for the sole purpose of assisting customers in their purchasing decisions. The Sample Books remain the property of the individual sales territories to which they are provided. The sales territory reserves the right to charge for Sample Books or to take any other steps it deems necessary to ensure that Sample Books are used for their intended purpose.

RESERVES
Reservations placed on fabric will be honored for ten (10) calendar days.

PRICES
On-line price lists replace all prior price lists. On-line price lists, or any portion thereof, may not be reproduced without our express prior written permission. Prices herein quoted are net wholesale. All shipping and special processing charges are additional. All prices are subject to change without notice.

CREDIT AND PAYMENT TERMS; OFFSETS
Acceptance of orders and shipments shall at all times be subject to approval by the Company’s Credit Department, which may at any time in its sole discretion decline to make any shipment except upon terms and conditions satisfactory to it. Unless specified otherwise and subject to credit approval, terms of payment for all goods other than furniture or custom orders are net thirty (30) days from the date of the invoice and all shipments are F.O.B. point of origin. All orders are subject to the absolute right of the Company to require payment of all or any part of the purchase price in advance of delivery. Furniture and custom orders require a minimum deposit of 50% with order and payment of the balance in full prior to shipment. Interest will be charged on all past due accounts at the maximum rate permitted by applicable law. Any indebtedness of Buyer to The Robert Allen Duralee Group may at the Company’s option be credited against amounts owed by the Company to buyer. Payments received by the Company from the Buyer may be applied to any past due invoice or account of the Buyer.

FLAME RETARDANT PROPERTIES AND SPECIAL FINISHES
In accordance with the provisions of the Flammable Fabrics Act, as amended, this merchandise is not intended for use in the manufacture of wearing apparel. Flame retardant chemicals can cause skin irritation, fabric spotting, and/or stitching problems. In addition, all of the flame retardancy may be removed through machine washing and/or dry cleaning of the fabric. Accordingly, the Company shall have no liability for any losses, claims or damage resulting from flame retardant chemicals. Adding topical treatments to any fabric may alter the performance, quality, color, or hand. Though the Company will have special finish processes added upon customer request, the Company shall have no responsibility for any damage to fabric treated beyond regular finishes as stocked which are applied at the mill level. 

Kindly indicate, on all orders for stain repelling, flame-proofing, or other processes, if allowance has been made for shrinkage. These orders will be invoiced at the yardage requested, if orders are not marked otherwise it will be assumed that allowance has been made.

Industry standards state that Two (2) % should be allowed for shrinkage. If a laboratory certification is required, increase your order by one (1) yard to allow for testing.

Unless requested, the Company’s products are not known to contain added flame retardants. California residents can find any required Proposition 65 warnings on the product’s page at the relevant Company brand website. A Continuing Guarantee under the Textile Fiber Products Identification Act is filed with the Federal Trade Commission.

DELIVERY SCHEDULES; SHIPPING, AND CHARGES; TITLE TRANSFER
In-stock cut yardage orders are generally shipped within twenty-four (24) hours from receipt of a credit approved order. Furniture, custom, special-order and non-stock orders have longer lead times. Delivery dates supplied by the Company represent its best estimate, but are in no way guarantees of delivery. Accordingly, the Company shall have no liability for delays in delivery or failure to meet estimated delivery dates. All shipments are made F.O.B. point of origin. All orders are subject to shipping and/or handling charges. Title to goods passes upon payment in full; risk of loss passes upon delivery to buyer’s common carrier. Investigations for products lost or otherwise missing after carrier proof of delivery has been recorded, are not the responsibility of The Company. It is the customer’s responsibility to insure a safe, secure delivery point for goods. Please specify at time of order if a particular carrier is preferred. If no instructions are provided, shipments will be routed by the carrier the Company deems most expedient.

CANCELLATION OF ORDERS
Any cancellation of an order must be made in writing within three (3) business days of the order date. Notwithstanding the foregoing, no cancellations will be accepted if production of the order has commenced, including without limitation, cutting of fabric. If production has not commenced and the cancellation is accepted, the buyer’s deposit will be refunded. No cancellations are possible for certain fabric brands including Ardwyn Mills, & Today’s Interiors.

DYE LOT AND OTHER VARIATIONS; INHERENT IMPERFECTIONS
Color will vary from piece to piece and the Company does not guarantee the dye lot. For close match, request a CFA (Cut For Approval) and reserve the associated stock pending approval. In the absence of such request and reserve, the Company shall have no liability for variations in color, dye lot, or shade. Since color variation often cannot be avoided from one dye lot to another, we do not guarantee dye lots, and can issue no credit for dye lot variation unless a sample to be matched is submitted with the order. If a close color match is required, please request a CFA and reservation of present stock for approval before shipping.

Some collections contain products that are hand-painted or manufactured by hand; slight variances in color, texture and/or weave may occur. There may also be inherent imperfections or color variance in certain fibers (such as silk and linen), metals, leathers, or fabrics. None of the foregoing shall be considered defects. Due to the possibility of differences in dye lots, we recommend that all fabrics be in your possession before any work is started. Paints and special dye jobs should be made up to match actual fabrics, not sample equipment. No claims will be recognized for fabric color or quality after it has been in any way processed by the purchaser.

Most fabrics are rolled face in; however, it is possible that a roll may be delivered face out.  It is the responsibility of the purchaser to insure that the party conducting the fabrication understands the pattern, color, and orientation of the fabric (railroaded/non-railroaded and face).

Refused shipments, customer duplication of orders, or cancellations after shipment has been made are subject to a twenty-five (25) % re-stocking charge and all freight charges.

No fabric can be returned for credit if it has been processed by the purchaser in any way.

Published pattern size and repeat may vary by as much as five (5) % due to process variation.  If pattern size is critical to the project a request can be made through Customer Service to have a specific lot checked for pattern size by the Company’s Quality team prior to shipping.

INCORRECT MERCHANDISE
If by chance incorrect merchandise is shipped, the Company will not accept any claims or responsibility if the merchandise has been cut and/or fabricated. Additionally, when fabric is being shipped to a third party for fabrication, it is incumbent upon the customer to provide color and pattern information to the third party as a final check on the correctness of color and pattern. The Company will not be liable for fabrication or installation costs associated with the processing of incorrect goods.

Fabric cannot be returned for credit after it has been cut. Yardage must be inspected for flaws, correctness of color, pattern, quantity, and quality before cutting as no allowance will be made for cut fabric.

Your request for return authorization must include the invoice number, date of invoice, pattern name or number, color, yardage, and reason. All returns must be requested within 30 days of invoice date.

DRAPERIES
An adjustment will almost always take place, up or down, in any drapery length after it has been hung for the first time. Even preshrunk materials are allowed 3% shrinkage. On a three (3) yard length, this is more than three (3) inches. A minimum of four (4) inch hems should therefore be used to permit later adjustments. It may be preferable that fabrics be installed and hemmed later after the fabric has adjusted itself to the room. Generally, humidity will cause fabrics to shrink, and dryness will cause fabrics to stretch. Dimensional change is not considered a fabric performance issue.

Note: Although in printing and weaving every effort is made to avoid distortion, occasionally it will exist. Therefore, when planning multiple-width draperies please make certain, BEFORE CUTTING, that pattern alignment is adequate to produce a satisfactory result.

CLIMATIC CONDITIONS; SUITABLE APPLICATIONS; ROLL DIRECTION
Climatic conditions, including heat, light and humidity levels, within the user’s environment, can affect fabric and wood, and may lead to fading, stretching, shrinking, or other damage. Fabric displayed in sample books and memo samples describes the intended application thereof. Hardware is considered a decorative product; while it is also functional, some collections are more appropriate for stationary treatments and others for windows requiring functionality. The selection of hardware, furniture or fabrics for specific placements or applications is made at the discretion and sole risk of the buyer and the Company shall have no liability for such selections. Accordingly, buyers are urged to review the suitability of such choices and any other questions with the Company’s Customer Service Department before ordering and to allow sufficient fabric for environmental effects. The Company does not guarantee roll direction and is not responsible for errors in application due to roll direction this includes pattern or pile direction as well as front/back errors.

RETURNS
All products should be inspected for correctness of color, pattern, quantity, and quality upon receipt as returns will not be accepted for goods that have been cut, treated, altered, processed, subjected to abuse or misuse, or damaged after shipment by the Company. 

Your request for return authorization must include the invoice number, the date of the invoice, pattern name or number, color, quantity, and reason for the request.  Evidence, such as pictures, of damage or defects may be required to receive return authorization.

No returns on fabric under six (6) yards are allowed.
No returns of floor samples or sale items, which are sold “as is” and for which all sales are final.
No returns of goods that have been cut, treated, altered, processed, subject to abuse or misuse, or damaged after shipment by Seller.
No returns of custom products or special-ordered goods.

All returns must be authorized in advance and must be returned using the shipping tag provided by the Company.
All authorized returns must be in original packaging materials and in the same condition as when received by buyer.
Any credit issued for a return will not be greater than the price paid for the actual quantity of product returned.

Refused shipments, customer duplication of orders, or orders that were cancelled after shipment has been made are subject to a twenty-five (25) % restocking charge and all freight.

Returns requested for orders that were signed for and later found to have shipping damages are subject to be denied.

Returns authorized as a customer convenience will be subject to the twenty-five (25) % restocking charge and all freight.

Refusal to receive drop shipped orders from international vendors does not release the customer from the purchase agreement.

NONCONFORMING OR DEFECTIVE PRODUCTS
The Robert Allen Group reserves the right to repair or replace any defective or non-conforming product, as provided below. All products must be inspected by the Buyer or Buyer’s customer, workroom or other agent, upon receipt and all defects or damages must be promptly reported to the Company’s Return’s Department. All shipments received and signed for by Buyer’s receiver must be inspected for damage prior to acceptance and the Company must be notified promptly of any problem. All returns for defects must have prior authorization and instructions from the Company and must be returned in their original package and in the same condition as when received. If verified by the Company to be defective, products will be accepted within thirty (30) days after receipt for repair or replacement, at the Company’s sole option. The Company will pay all return in/out freight and handling charges in such verified cases. If, upon inspection of an authorized return, the Company determines that the claim is unsubstantiated, the return will be rejected and return in/out freight, handling, and restocking charges will be assessed. Charges for local repairs will not be accepted without prior authorization from the Company. The foregoing provisions shall constitute the Buyer’s sole remedy with respect to defective or non-conforming goods. In no event shall Seller be liable for any customary variations within industry standards or for imperfections inherent in certain fibers, leathers, metals, fabrics or woods. All materials should be inspected prior to fabrication or installation. The Company will not be responsible for fabrication or installation costs due to the use of materials with visible defects.

FABRIC PERFORMANCE CLAIMS
The Company goes to great lengths to insure fabric conformance to industry standards; however, claims of less than standard fabric performance are thoroughly investigated. A typical investigation would begin with several high resolution pictures clearly showing the issue of investigation along with the order number and an explanation of the issue.  Follow up may include but, is not limited to: a request for more pictures or clarification of the explanation, material testing, a request for cushion covers to be sent to the lab for review, site visits, or third party assistance (mills, finishers, local service providers).  A claim may take as long as six (6) to eight (8) weeks to conclude depending on the nature of the complaint and the complexity of the situation.  Resolution will depend upon the results of the investigation but, the Company seeks to diligently pursue fairness in each instance.  The Company will not honor any fabric performance claim beyond one year from time of sale.

NO THIRD PARTY BENEFICIARIES
No third party shall have any rights with respect to this sale transaction, on any legal or equitable theory of reliance, contract or otherwise, and the Company shall have no liability to any such third party, including without limitation, a customer of the buyer or an end user of the Company’s products. The Company sells “to the trade” only and not directly to consumers; any signatures or payments made by consumers with respect to this transaction shall be deemed to have been made as a convenience only as agent for the trade buyer named herein. 

LIMITATION OF LIABILITY; COLLECTION; GOVERNING LAW; FORCE MAJEURE
The Robert Allen Duralee Group liability for any claim of any kind, including loss or damage resulting from or in connection with the manufacture, sales, delivery, resale, repair, or use of any item covered by or supplied under these terms and conditions of sale shall in no case exceed the price of the item which gives rise to the claim. In the case of a dispute, all matters, shall be resolved under the laws of the state of Tennessee without regard to the principles of conflicts of laws, and Buyer hereby consents to the personal jurisdiction of the federal and state courts located in the state of Tennessee.  The Company shall not be liable for delay or failure in performance hereunder arising from any act of God or nature, strike, labor disruption, government action, lack of materials, or other cause not within its control. Any action for breach of this Agreement must be made within one (1) year after the sale.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
Unless otherwise expressly offered by the product manufacturer and indicated in writing by the Company, Seller disclaims all warranties, express or implied, including but not limited to, warranties of fitness for a particular purpose or of merchantability. In the event of Seller’s liability, whether based in contract, tort, negligence, strict liability, or otherwise, Buyer’s sole and exclusive remedy will be limited as set forth in the section entitled “NONCONFORMING OR DEFECTIVE PRODUCTS”, to repair or replacement by the Seller of any defective or Nonconforming goods for which timely claim may be made by the Buyer. Seller expressly disclaims any liability to Buyer, its customers, or to end users of its products, for special, incidental, punitive, or consequential damages, including damage to or loss of other property or equipment, personal injury, loss of profits, loss of business, loss of revenues, or cost of other damage, loss or expense from any cause whatsoever, arising out of or in any way connected with the sale or use of its products. The maximum liability, if any, of the Seller for all damages hereunder must be brought within one (1) year from the date of sale.  Some States do not allow the exclusion or limitation of warranties, consequential damages or remedies, or limitations on timeframes involved in same, in which event these limitations may not apply to you.