SELLING POLICY
This selling policy supersedes all previous selling policies. Prices, discounts and product offerings are subject to change without notice.

TERMS & CONDITIONS
All sales of products by Brighton Pavilion, LLC dba/ Jane Keltner Designs (hereinafter “Products”) are made only on the terms which are contained in this selling policy. brighton Pavilion, LLC (hereinafter “Seller”) herby gives notice of its objection to any different or additional terms & conditions. This sale is expressly conditional upon Purchaser’s assent to terms & conditions set forth below. These terms & conditions may be modified or supplemented only by a written document signed by an authorized representative of the Seller.

Seller reserves the right to make minor parts changes in the construction & design of its Products without prior written notice. Seller is not responsible for typographical errors. While Seller will strive to meet quoted delivery dates, failure to do so will not constitute grounds for cancellation or refund.

Written quotations expire 30 days from the date of issuance unless otherwise stipulated and can be withdrawn by written notice anytime during that period These terms & conditions supersede any prior and/or contemporaneous agreements or correspondence between Purchaser & Seller

ORDERING INFORMATION

All orders must be placed in writing. A purchase order is not binding on Seller until Purchaser has received Seller’s Order Confirmation or Acknowledgment and all deposit requirements have been fulfilled.

PRICING POLICIES
List prices are F.O.B. factory in U.S. dollars and are subject to change without notice.

List prices are those prices in effect on the date of receipt of a complete purchase order unless shipment is requested more than one hundred and twenty (120) days after order entry in which case prices in effect on the date of shipment apply.

The prices as shown on the price list include wood or metal base and, as appropriate, crackle finish, base coat of one of Jane Keltner’s exclusive colors, trim color, hand painted artwork, distressing/aging, and clear coat sealer. Additional charges are added for stripe, gingham, plaid, patchwork, tile, and wood finished backgrounds and for waxed finishes.

Published List prices do not include any freight costs or packing and unless specified in writing by Seller, no other charges are included in Seller’s list prices.

TAXES
All Sales, use, excise & other taxes applicable to the sale of the Products must be paid by the Purchaser. If Purchaser claims an exemption from any tax, Purchaser must give Seller or Seller’s authorized sales agent appropriate exemption certificates before any order will be shipped.

TERMS OF PAYMENT
Unless otherwise agreed, Seller requires a 50% deposit with the order and a full, remaining payment (including any applicable sales taxes, crating and packing and all freight and delivery charges, etc.) due before initial, partial or full shipment.

Past due accounts will be charged the lesser of 1.5% per month or the highest rate permitted by law, plus, all collection costs, including reasonable attorney’s fees and expenses.

CHANGES AND CANCELLATION
Purchase orders may not be changed, in whole or in part, without prior written consent of Seller. Changes may effect delivery dates. Expenses incurred because of changes will be charged to Purchaser. No cancellations are permitted after Seller’s acceptance of the purchase order and receipt of the initial deposit.

DELIVERY, FREIGHT CHARGES & CLAIMS
All shipments shall be shipped F.O.B. factory regardless of weight.

All crating, methods of delivery, including special shipping methods, handling or set-up will be subject to an additional charge to the Purchaser.

Partial shipments may be made and invoiced by the Seller. Seller is not responsible for Product damage that may occur in transit or in storage. Purchaser is required to examine all Products immediately upon receipt and to timely file any claims for shipping damage with the carrier in accordance with the carrier’s damage claim policies. Purchaser will be responsible for fulfilling all carrier requirements for perfection of damage claims. Purchaser will provide Seller with a copy of all claims made against carrier. Any claims against Seller for apparent defects, errors or shortages must be made by Purchaser in writing (with photographs of claimed damage, defects or errors) within 10 working days after receipt. Failure of Purchaser to make a claim against Seller during the 10-day period will constitute acceptance of the Product and waiver of any defects, errors, or shortages.

TITLE
Title to the Product remains with the Seller until the Product is fully paid for. Purchaser agrees to perform all acts which may be necessary to perfect and assure retention of title Seller

RETURNS
Due to the custom nature of Seller’s product, no returns will be accepted other than in the case of timely reported claims for defect in manufacturing and in such event only for repair or replacement at the option of the Seller. No refund or credit will be given for damaged Products. If Purchaser requests that an order be held or delayed, prices and terms and conditions in effect at the time of shipment apply. If Purchaser requests a delay after the time when Seller can defer production, Purchaser will be invoiced for the Product, payable in accordance with standard terms, when the order is ready for shipment. Seller may store Purchaser’s Products in Seller’s warehouse at prevailing rates or transfer the Product to storage, at Seller’s option, in which case all expenses incurred in connection with storage, including demurrage, preparation for storage, storage charges and handling shall be payable by Purchaser upon submission of invoices by Seller. Risk of loss to the Product passes to the Purchaser upon delivery of the Product into storage.

WARRANTY
Seller warrants to the original Purchaser only that the Products it manufactures are free of defects in workmanship and materials for one (1) year from the date of purchase. Should any failure to conform with this limited warranty appear to a Product during the one (1) year period from the date of shipment, Seller will, upon prompt, written notice, repair or replace, at its option and costs, the affected part or parts.

This warranty does not apply to: (i) damage caused by a carrier; (ii) normal wear and tear or acts of omissions of parties other than Seller (including user modification); (iii) COM or any other third-party materials applied to Product; (iv) Products damaged in installation; (v) Products that are improperly installed; (vi) improper usage; and (vii) dramatic temperature variations or exposure to unusual conditions. Because of the variation in natural materials and hand finishing, this warranty does not guarantee the grain or texture of wood and painted surfaces, marble or stone or any other natural materials.

THE EXPRESS WARRANTY CONTAINED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL OTHER WARRANTIES ARISING FOR COURSE OF DEALING OR USAGE OF TRADE.

The remedies provided above are the Purchaser’s sole remedies for any failure of Seller to comply with its obligations regarding the workmanship of its Products. Correction of any nonconformity in the manner and for the period of time provided will constitute complete fulfillment of all liabilities of Seller, with respect to or arising out of the Product furnished hereunder.

DELAY/FORCE MAJEURE
Seller is not liable for failure to perform or for delay in performance due to fire, flood, strike or other labor difficulty, act of God, act of any governmental authority or of the Purchaser, riot, embargo, fuel or energy shortage, wrecks or delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities from usual sources or failure of suppliers to meet their contractual obligations or due to any cause beyond its reasonable control.

If any such event occurs, Seller may extend delivery dates by a period of time necessary to overcome the effect of such delay, allocate available Product or cancel any purchase order.

COMPLIANCE WITH THE LAW
Purchaser is solely responsible for compliance with all applicable Federal, State and local laws, ordinances, regulations, rules and standards relating to the installation, maintenance, use and operation of Seller’s Products.

DESIGN PROTECTION
Seller’s designs are proprietary as is the trade dress constituting Seller’s distinctive “Jane Keltner Look”. All are trademarked or copyrighted and may not be copied or reproduced without Seller’s written permission. Should Purchaser or any other party copy, reproduce or infringe upon the design integrity of Seller’s Products in any way without Seller’s written permission, Seller will defend its trademarks and copyrights to the fullest extent of the law. Purchaser acknowledges Seller’s ownership of its proprietary designs and trade dress and understands that delivery of the product does not grant Purchaser license to reproduce Seller’s intellectual property for any purpose.

LIMITATION OF LIABILITY
Seller, its contractors, authorized dealers and subcontractors or suppliers are not liable to Purchaser for any special, indirect, incidental or consequential damages arising from a breach of this agreement.

Purchaser’s remedies set forth herein are exclusive and the liability of Seller with respect to the breach of this agreement or any contract entered into between the parties pursuant hereto will not exceed the price of the Product or part on which such liability is based.

STRIKE OFFS/COLOR SAMPLES/CATALOGUE
As extra insurance that the customer's expectation is met, strike offs are available for a $125 charge. Orders must be placed and deposits received before a strike off is sent. Please note that lead-time will be extended to allow time for our artists to paint a detailed rendering of the artwork, mailing, and approval by the client.

Solid color samples and product catalogs are available for $125.

Brighton Pavilion, LLC
Jane Keltner Designs
94 Cumberland Blvd.
Memphis, TN 38112
800-487-8033
901-458-0804 (fax)
© Brighton Pavilion, LLC 2005