Terms and Conditions

TERMS AND CONDITIONS OF SALE OXFORD GARDEN, LTD.

1. ACCEPTANCE: The Purchase Order is an offer by Buyer to purchase goods from Oxford Garden® in accordance with and subject to the terms herein and therein.

2. PAYMENT TERMS: Payment may be made by check, major credit card, or ACH. Normal credit terms are 30 days from invoice, and buyers must have approved credit application on file. Payments not received by the due date are considered past due. Past due invoices will be subject to a finance charge of one and three-fourth percent (1.75%) per month. If Buyer’s full or partial payment is not received within ten (10) days, then without limiting any other rights and remedies available to Seller under the law, in equity, or under the contract, Seller may either (i) suspend production, shipment and/or deliveries of any or all products purchased by Buyer, or (ii) by notice to Buyer, treat such delinquency as a repudiation by Buyer of the portion of the contract not then fully performed, whereupon Seller may cancel all further deliveries and any amounts unpaid hereunder shall immediately become due and payable.

Deposits: Where applicable, orders are subject to a 50% deposit with the order. A 50% deposit may be used to hold product for a future ship date with approval. Oxford Garden® will not hold or reserve product without payment.Check Payments: If Payment by check, please mail to:OXFORD GARDEN®, LTD 15 Kingbrook Parkway,Suite 100Simpsonville, KY 40067.

Your name must be bank imprinted on the check with the correct address and telephone number. Buyer agrees to pay a $20.00 charge for each returned check and all collection costs, including legal fees, if applicable.

Credit Card Payment Policies: Credit card payments are limited to transactions less than $5,000.00. For customers with orders above $5,000.00 who would like to still purchase with a credit card, there is a 3% convenience fee that will be added to the order.

ACH Payments: ACH instructions are available upon request to process payments in an expedited situation. For orders above the amount of $5,000.00 it is recommended to process your payment through ACH procedures.

3. PRICES: Furniture items and cushions can be mixed per order to reach volume discount levels. Wood-care products are not eligible for further discounting. Prices are subject to change without notice.

4. SALES TAX: If your state has adopted an Economic Nexus Provision, sales tax may apply at the time of the shipment.

5. SHIPMENTS: Freight is FCA. Some products can ship via parcel delivery. Otherwise shipments will be routed best way via common carrier. Tailgate delivery is standard. Special handling such as lift gate, inside delivery, etc. may be available but will incur additional charges. Please note that third party freight terms will default to the third-party group.

6. STORAGE FEE POLICY: If product is held at Oxford Garden® warehouse more than (30) days beyond the customer’s requested originally scheduled shipping date, through no fault of Oxford Garden®, a prorated storage fee of 2% of the order total will be charged per month and added to the buyer’s invoice.

7. RISK OF LOSS: When product ships FCA, Oxford Garden® will hold responsibility for delivery to agreed upon port or carrier; however, the receiver must retain the original Bill of Lading with damages noted and signed by the receiving agent. Oxford Garden® must be notified of damages immediately upon delivery. Such losses can include missing parts, missing cartons, damaged goods, etc. Seller shall not be responsible for any claims or damages resulting from a delay in delivery or failure to perform which results from: governmental regulations, strike, lockouts, accidents, fire, delays in manufacturing, transportation, acts of God, or any other causes beyond the control of Seller. In case of partial or complete destruction of goods, Seller is excused unless destruction is due to Seller’s own negligence.

8. CANCELLATION, MODIFICATION OR ALTERATION OF SALES CONTRACT: Changes, modifications, and/or cancellations may incur additional fees after shipping (i.e. change of address, etc.) Refused shipments will result in freight charges. All returns are subject to a 20% restocking fee.

9. RIGHT OF INSPECTION: Buyer must notify Oxford Garden® of any damage and/or loss claims within 7 business days of receipt of shipment, beginning the day of delivery. Oxford Garden® assumes no responsibility for any damages and/or loss claims after 7 business days.

10. RETURN OF GOODS: For returns of goods tendered under this Sales Contract to be effective, the Seller must receive written notice of Buyer’s intent to return at its headquarters. Return Authorization numbers must be applied for in writing and received prior to dispatch. NO RETURNED SHIPMENTS WILL BE RECEIVED WITHOUT A RETURN AUTHORIZATION NUMBER. The “RETURN AUTHORIZATION” (RA) form obtained by the Buyer from Seller must be accompanied by the Invoice Number and description of all defects of the goods on which the Buyer intends to return. The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by Buyer and Buyer is barred from any remedy. All returns must be shipped back to Seller’s headquarters. All goods returned must be clean and in original packaging, with the assigned RA# clearly marked. Seller has the right to refuse any returned goods or to credit the Buyer with the lesser amount paid, if the goods are damaged through improper packing or improper display methods at Buyer’s locations. Cancellations must be submitted in writing. No cash refunds will be provided; however, a store credit will be issued.

11. RETURNED GOODS & INSPECTION POLICY: Returned goods will be inspected within 14 business days. Once a product is determined to be in resalable condition, a credit will be issued deducting a 20% restocking fee from the returned goods credit.

12. WARRANTY: Oxford Garden® warrants all outdoor furniture and accessories to be free from manufacturing defects in materials and workmanship, provided the furniture is assembled correctly and is subjected to normal use. For more details regarding the Oxford Garden warranty, visit the warranty page.

13. CUSTOM PRODUCTS: Customized products may not be returned or canceled. Minimum order quantities apply. Availability and lead times may vary. No customized product will be ordered or held without payment at any time under any circumstance.

14. FABRIC CONDITIONS OF SALE:

CUSTOM FABRICS: Custom fabrics are considered custom products and may not be returned or canceled. Availability of material may vary; please call 502–719–2222 for lead-time confirmation. No custom fabric product will be ordered or held without payment at any time under any circumstance. Striped umbrellas must be ordered in multiples of two.

CUSTOMER OWN Material (COM): All COM orders are subject to special handling charges pending review of the fabric. Neither Oxford Garden®, nor its subcontractors, representatives, subsidiaries, or employees assume any responsibility for loss or damage of customer’s own material. No COM product will be ordered or held without payment at any time under any circumstance.

15. LIMITATION OF DAMAGES: In no event shall Seller be liable for (i) special, indirect, consequential, or punitive damages including but not limited to labor costs incurred by the Buyer or (ii) any loss or damages whatsoever resulting from loss of use or loss of profits arising from or in connection with the goods sold hereunder. In no event shall Seller’s liability exceed the purchase price of the goods in question.

16. WAIVER: No waiver of any claim or right arising under the Sales Agreement will be effective unless the waiver is in writing and signed by Oxford Garden®.

17. ENTIRE AGREEMENT: The parties intend this writing to be the final expression of the terms of their agreement and further intend that this writing be the complete and exclusive statement of all terms of their agreement. Terms and conditions are subject to change at any time.

18. ATTORNEY FEE PROVISION: In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Sales Contract or seeks a declaration of any rights or obligations under this Sales Contract, the prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.

19. CHOICE OF LAW AND FORUM: This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by Kentucky state law. Any dispute that arises under or relates to this Agreement shall be resolved in Shelby County Circuit Court.

Rev. 09.01.19