Leeder Furniture LLC – Customer Order Terms and Conditions

These Customer Order Terms and Conditions (as updated from time to time in accordance with Section 25, below, the “Terms”) govern all quotations, sales order acknowledgements, invoices, and sales of goods and services by Leeder Furniture LLC (“Seller”) to any purchaser (“Buyer”), effective as of September 1, 2025. These Terms are the complete and exclusive terms for Seller’s sale of furniture, components, and related services (collectively, “Goods” and “Services”).

1.      Offer; Acceptance; Order of Precedence; Battle of the Forms

 1.1.   Offer and Acceptance. Seller’s written quotation or sales order acknowledgement (“SOA”) is an offer to sell only on these Terms. Acceptance occurs upon the earliest of:

(a) Buyer’s written acceptance;

(b) Seller’s receipt of Buyer’s purchase order or deposit referencing the quotation or SOA; or (c) Seller’s commencement of performance. Any acceptance by Seller is expressly conditioned on Buyer’s assent to these Terms.

 1.2.   Precedence; Rejection of Other Terms. Seller objects to and rejects all additional or different terms proposed by Buyer (including, but not limited to, those contained in any purchase order, terms of purchase, portal terms, bid package, or correspondence). Buyer’s terms are void and will be of no force or effect unless expressly agreed in a stand-alone writing signed by an authorized officer of Seller that specifically states it is amending these Terms. If a conflict exists among documents, the following order controls: (1) a signed written amendment per this Section; (2) these Terms, (3) Seller’s SOA (including any special terms therein); and (4) Seller’s quotation (including any special terms therein). Preprinted terms on any Buyer document are for convenience only and are hereby rejected. These Terms may not be added to, modified, superseded, or altered except by written instrument signed by an authorized representative of Seller. For the avoidance of doubt, except for the quantity, special instructions, specifications and delivery instructions contained in each purchase order, the other terms contained therein are null and void and of no force or effect.

1.3.   UCC 2-207. To the extent UCC §2-207 applies, Seller’s acceptance is expressly made conditional on Buyer’s assent to these Terms. If a contract nonetheless arises by conduct, the agreed terms are limited to those terms which are consistent among the documents/writings from both parties, supplemented by these Terms and applicable UCC gap-fillers; Buyer and Seller agree that Buyer’s additional or different terms are expressly excluded. 

1.4.   Commercial Transactions Only. Sales are solely for commercial/institutional use in high-intensity residential environments (e.g., student housing, camps, shelters). Sales are not made to consumers. Consumer purchase laws do not apply.

2.      Quotations; Specifications; Custom Goods

2.1.   Quotations. Prices and availability in any quotation are valid until the earlier of the stated expiration date or ninety (90) days. Quotations are based on information provided by Buyer at the time of quote and are subject to change for changes in specifications, quantities, delivery points, schedule, or Installation Scope (as defined below).

2.2.   Specifications; Approvals. Buyer is responsible for timely providing and approving all specifications, shop drawings, finish selections, field dimensions, and other requirements (collectively, “Specifications”). Seller will rely on Buyer-provided Specifications without independent verification as to Code (defined below) compliance, dimensions, or fitness for Buyer’s purpose. Buyer is solely responsible for ensuring that the Specifications are: (i) complete and accurate; (ii) compliant with all applicable laws, codes, regulations, ordinances, and standards (including fire, life-safety, accessibility, and building codes) (collectively, “Code”); and (iii) suitable and fit for Buyer’s intended purpose and for the site conditions. To the fullest extent permitted by law, Buyer will defend, indemnify, and hold harmless Seller, its affiliates, and their respective directors, officers, shareholders, employees, and agents from and against any and all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and experts’ fees) to the extent arising out of or relating to: (i) any error, omission, inconsistency, ambiguity, or inaccuracy in the Specifications (including dimensional errors and field measurement mistakes); (ii) the failure of the Specifications to comply with Code; or (iii) the failure of the Goods to meet Buyer’s intended purpose where the Goods conform to the Specifications. Covered losses for such indemnification include, without limitation, bodily injury, death, and property damage claims; rework, replacement, removal, or modification of Goods; delay, acceleration, storage, handling, freight, and mobilization/demobilization costs; and fees, penalties, or assessments imposed by any authority having jurisdiction.

2.3.   Custom/Bespoke Goods; Spare Parts.

(a)   Custom Goods. Many Goods are made-to-order or customized to Buyer’s Specifications (including finishes, laminates, paint colors, hardware, edge details, and dimensional modifications) (“Custom Goods”). Once released to production, Custom Goods may not be cancelled, and Specifications may not be changed except through a written change order agreed to by Seller (“Change Order”), with appropriate and equitable adjustments.

(b)   Samples and Renderings. Any samples, mock-ups, swatches, finish chips, or digital/printed renderings are representative only. Variations between samples/renderings and delivered Goods will occur due to batch differences, substrate characteristics, process variables, lighting conditions, and display technology, and do not constitute defects.

(c)   Tolerances. Goods are manufactured to commercial tolerances consistent with Seller’s published specifications and applicable industry standards. Reasonable dimensional tolerances, including nominal dimensions, measurement references from finished faces, and bow/warp within standard limits, do not constitute nonconformities. If a tolerance schedule is attached or referenced in the SOA, that schedule controls. Absent a schedule, modest dimensional variances, alignment differences, and hardware location shifts within ordinary commercial tolerances are acceptable.

(d)   Finish and Material Characteristics. Normal and expected variations in color, grain, figure, pore structure, texture, sheen, and surface appearance - whether arising from natural materials (e.g., wood mineral streaks, knots, grain and color variation, open/closed grain acceptance) or manufactured materials (e.g., laminate lot/dye lot variation, metallic powder-coat flow/texture, fabric shade variation and pattern repeat) - are not defects. Minor finish haloing, orange peel, touch-ups at fasteners or edges, seam visibility, and sheen differences due to geometry or substrate are commercially acceptable. Aging, patina development, and color shifts due to UV exposure, cleaning chemistry, or environmental conditions are not defects.

(e)   Batch and Field Matching. Exact matching across different production runs, suppliers, or replacement parts cannot be guaranteed. Seller will reasonably group components by lot for orders, but differences among lots and between new Goods and existing field-installed product are expected and acceptable.

(f)    Site/Environmental Conditions. Dimensional movement or finish variation arising from humidity, temperature, or other site conditions (including storage conditions) does not constitute a defect. If applicable, Buyer is responsible for maintaining recommended environmental conditions before, during, and after installation

(g)   Substitutions and Continuous Improvement. Seller may, without notice where immaterial and with prior notice where practicable otherwise, make engineering changes and substitute materials, components, fasteners, or hardware of equal or better quality that do not materially and adversely affect the form, fit, function, durability, safety, code compliance, or stated performance of the Goods (“Commercially Equivalent Substitution”). If a substitution would materially change visible aesthetics (e.g., supplier discontinuation of a specified finish or hardware), Seller will use commercially reasonable efforts to provide a close alternative. Buyer may identify specific “no substitution” items only if expressly listed in the SOA; otherwise Commercially Equivalent Substitutions are permitted.

(h)   Conformance Standard; Remedies. Goods will be deemed conforming if they (i) substantially conform to the SOA and approved Specifications, subject to the tolerances and variations in this Section; and (ii) are free from defects in materials and workmanship under normal use, per Seller’s warranty. Minor nonconformities do not justify rejection. Seller will have a reasonable opportunity to cure any material nonconformity. Repair, replacement, or refund as outlined in the warranty will be Buyer’s exclusive remedy.

(i)     Precedence. In the event of inconsistency between marketing literature and the SOA, shop drawings, or approved submittals, the SOA and approved submittals control.

(j)     Spare Parts; Availability and Discontinuation

i.            Seller does not guarantee the availability of replacement or spare parts, components, finishes, fabrics, hardware, or accessories (collectively, “Spare Parts”) beyond fulfillment of the initial order. Seller has no obligation to stock or source Spare Parts after delivery of the Goods.

ii.            Products, components, and finishes may be changed or discontinued at any time due to supplier actions, obsolescence, regulatory changes, or Seller’s product updates. While Seller may, where commercially practicable, provide notice or a last-time-buy opportunity, Seller is not obligated to do so and will not be liable if Spare Parts become unavailable.

iii.            Upon Buyer’s request, Seller may use commercially reasonable efforts to source available Spare Parts or offer functionally compatible substitutes, repair methods, or rework solutions (each, a “Substitution”). Any Substitution may differ in appearance (including color/finish/texture), and such differences do not constitute a defect. Pricing, lead times, minimum order quantities, and freight for Spare Parts or Substitutions will be quoted at time of request and are subject to change until accepted.

iv.            All Spare Parts and Substitutions are special-order, non-cancellable and non-returnable once the order for the same is submitted to Seller. Prepayment may be required. Lead times are estimates only.

v.            The unavailability of Spare Parts or Substitutions, or delays in obtaining them, will not constitute a breach or default by Seller, and Seller will have no liability for costs of removal, reinstallation, downtime, loss of use, or other consequential, incidental, or indirect damages arising from such unavailability.

vi.            If Buyer requires assured Spare Parts availability, Buyer must include a Spare Parts package in the initial SOA specifying items, quantities, and any storage/holding period. Additional charges (including storage and carrying costs) will apply as set forth in the SOA.

3.      Price; Taxes; Surcharges; Tariffs

3.1.   Prices. Prices are as stated in Seller’s SOA. Unless the SOA states otherwise, prices exclude taxes and storage/holding charges, and assume a single delivery to the stated destination.

3.2.   Taxes. Prices exclude all sales, use, excise, VAT/GST, duties, tariffs, and other governmental charges. Buyer is responsible for all such amounts unless Seller expressly agrees otherwise. Buyer will provide valid exemption certificates before invoicing if claiming exemption.

3.3.   Surcharges; Tariffs; Freight Variances. Due to global supply chain volatility, Seller may equitably adjust prices (or add separate line-item surcharges) to reflect material increases beyond Seller’s reasonable control in ocean/rail/truck freight, fuel, container and port fees, duties/tariffs, raw materials, or currency exchange between quote and shipment, notwithstanding anything contained in the SOA. Seller will provide reasonable supporting detail upon request.

4.      Payment; Deposits; Credit; Security Interest

 4.1.   Deposits and Milestones. Unless otherwise stated in the SOA: (a) a deposit of 50% is due upon order acceptance; and (b) the remaining balance is due upon shipment or substantial completion of installation (if installation is included), whichever applies. Additional milestone payments may apply per the SOA which, if inconsistent with these Terms, shall govern as to payment schedule.

4.2.   Payment Terms. Unless otherwise stated in the SOA or invoice, all invoices are due net thirty (30) days from invoice date, in U.S. dollars, without setoff or withholding. No retainage is permitted.

4.3.   Late Charges; Collection. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Buyer will pay Seller’s all costs of collection, including reasonable attorneys’ fees.

4.4.   Credit Approval; Suspension. All sales are subject to credit approval. Seller may require advance payment, letters of credit, or other security, and may suspend or cancel performance if Buyer fails to pay any amount when due or Seller reasonably believes Buyer’s credit is impaired.

4.5.   Security Interest. To secure payment, Buyer grants Seller a first-priority purchase-money security interest in the Goods and proceeds until paid in full. Buyer authorizes Seller to file UCC financing statements, as deemed appropriate, in Seller’s sole discretion.

5.      Changes; Cancellations; Returns; Storage

5.1.   Changes. Buyer-requested changes are subject to Seller’s approval and equitable adjustments in price, schedule, and other terms. Change Orders are binding only if confirmed by Seller in writing.

 5.2.   Cancellations. Orders for Custom Goods are non-cancellable and non-refundable once accepted. For standard Goods, cancellations require Seller’s written consent and are subject to a cancellation/restocking charge of 35% plus all costs incurred. Deposits on Custom Goods may be applied to Seller’s costs and losses.

 5.3.   Returns. Returns require a return merchandise authorization (RMA) from Seller and must be shipped freight prepaid in original packaging. Credit, if any, is subject to inspection and restocking charges.

 5.4.   Storage; Delays by Buyer. If shipment or installation is delayed due to Buyer or site unavailability, Seller may store Goods at Buyer’s risk, with monthly storage/handling charges of 2% of the order value, plus all costs incurred and reasonable handling charges (minimum $1,500.00), and deem delivery made for invoicing.

6.      Delivery; Title; Risk of Loss; Freight

6.1.   Delivery Terms. Unless the SOA states otherwise, delivery terms are FOB Origin (UCC), with Seller arranging freight as Buyer’s agent and invoicing freight as part of the order or as a separate charge. Title and risk of loss transfer to Buyer upon Seller’s tender of the Goods to the first carrier at the shipping point, regardless of freight prepaid or collect. For international shipments, Incoterms 2020 FCA Seller’s export facility applies unless otherwise stated in the SOA.

 6.2.   Delivery Points. Goods may be delivered to Seller’s Wisconsin warehouse, a third-party warehouse, or Buyer’s site per the SOA. If delivery is to a jobsite, curbside delivery is included unless white-glove or inside delivery is expressly quoted.

 6.3.   Schedules; Lead Times. Stated lead times and delivery dates are estimates. Seller is not liable for delay damages, liquidated damages, or penalties unless expressly agreed to by Seller in a signed writing.

 6.4.   Freight Claims. Buyer must inspect upon delivery, note visible damage or shortages on the bill of lading, and notify Seller in writing within 5 days of delivery for visible or concealed damage. Failure to timely notify constitutes acceptance and waives related claims. Seller will reasonably assist with carrier claims; risk remains with Buyer.

7.      Site Conditions; Installation Services (If Applicable)

7.1.   Installation Scope. If Seller’s SOA includes installation, the “Installation Services” are limited to receiving, placement, assembly, and attachment methods customary for the Goods, during normal business hours, at ground level or via accessible elevators, excluding building modifications, electrical, plumbing, IT, abatement, or finish repairs, unless expressly stated in the SOA.

7.2.   Independent Contractors. All Installation Services will be subcontracted to qualified installers. Subcontractors are independent contractors, not Seller’s employees.

7.3.   Site Readiness. Buyer will ensure the site is clean, secure, climate-controlled, free of hazardous materials, and ready, with adequate access, staging, elevators, and loading facilities. Buyer will timely obtain permits and approvals. Delays, standby, premium time, union labor, restricted access, and out- of-scope tasks will be charged at Seller’s then-current rates.

7.4.   Safety; Damage. Seller will perform Installation Services in a workmanlike manner. Seller is not responsible for pre-existing or concealed conditions or for damage arising from inadequate site conditions, storage, or handling outside Seller’s control.

7.5.   Acceptance of Installation. For orders including Installation Services, acceptance occurs on the earlier of (a) Buyer’s written sign-off; or (b) 5 days after substantial completion if no written notice of material nonconformity is provided specifying reasonable details and allowing Seller an opportunity to cure.

8.      Inspection; Acceptance of Goods. Buyer will inspect Goods promptly upon delivery. Except for warranty claims under Section 10, Buyer accepts the Goods unless it provides written notice of material nonconformity within 10 days after delivery. Minor nonconformities do not justify rejection, and Seller will have a reasonable opportunity to cure.

9.      Warranty; Remedies; Exclusions

9.1.   Limited Warranty. Seller warrants that Goods will be free from defects in materials and workmanship under normal use for the applicable period stated in the Company warranty policy (available at https://www.leederfurniture.com/warranty-and-service) as is in effect at the time of execution of the SOA Installation Services are warranted against defective workmanship for the period of time stated in the Company warranty policy (available at https://www.leederfurniture.com/warranty-and-service) as is in effect at the time of execution of the SOA.

9.2.   Exclusive Remedies. Seller’s sole obligation and Buyer’s exclusive remedies for breach of warranty are repair or replacement of the affected Goods or re-performance of Services, or, at Seller’s option, refund of the purchase price for the affected items upon return. Any repaired or replaced item is warranted for the remainder of the original warranty period and shall not be extended.

9.3.   Exclusions. The warranty does not cover: (a) normal wear and tear; (b) abuse, misuse, vandalism, neglect, improper storage, improper cleaning chemicals, moisture, pests, or abnormal environmental conditions; (c) field modifications or repairs by others; (d) color, grain, or texture variations; (e) dimensional variances within industry tolerances; (f) Buyer-provided materials or specifications; (g) damage in transit or during on-site storage not under Seller’s control; or (h) use inconsistent with high- intensity residential product guidelines published by Seller.

9.4.   Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, SELLER PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES,  INCLUDING  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Buyer acknowledges Seller is not a design professional and does not warrant code compliance beyond the product standards stated by Seller.

10.  Limitation of Liability.

10.1.          No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, DELAY DAMAGES, OR LIQUIDATED DAMAGES.

10.2.          Cap. Seller’s aggregate liability arising out of or related to an order will not exceed the amount paid by Buyer for the specific Goods or Services giving rise to the claim.

10.3.          Essential Purpose. The limitations in this Section apply even if any remedy fails of its essential purpose.

11.  Buyer-Supplied Specifications; Indemnity.

11.1.  Specifications. Buyer is solely responsible for the accuracy, adequacy, and legality of Specifications and for ensuring compliance with applicable Code and project requirements.

11.2.  Indemnity. Buyer will defend, indemnify, and hold harmless Seller and its affiliates from and against all claims, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of:

(a) Buyer’s Specifications, including alleged or actual infringement, design defects, or code non- compliance; (b) site conditions or unsafe practices outside Seller’s control; or (c) Buyer’s misuse of Goods.

12.  Force Majeure; Allocation. Seller is not liable for any failure or delay due to causes beyond its reasonable control, including acts of God, epidemics, government actions, sanctions, labor disputes and strikes, port congestion or closures, carrier disruptions, shortages of materials or containers, embargoes, and transportation or utility failures. Delivery dates will be extended for the duration of the event, and Seller may allocate production and deliveries among customers in a fair and reasonable manner.

13.  Compliance; Export/Import. Buyer will comply with all applicable laws, including anti-bribery, export control, and sanctions. Buyer will not resell or transfer Goods contrary to U.S. export laws. Unless otherwise agreed in the SOA, Seller or its logistics provider will act as importer of record for overseas sourcing; incremental duties/tariffs are addressed in Section 3.3.

14.  Confidentiality; Publicity. Non-public pricing, product roadmaps, engineering drawings, and other confidential information disclosed by Seller are confidential and used solely to perform the order. Seller may identify Buyer by name and logo as a customer in marketing materials unless Buyer objects in a mutually agreed upon SOA or in writing to the address for notice listed in Section 18, below (preprinted terms in any Buyer document shall not be deemed notice of objection hereunder).

15.  Data Privacy. Each party shall comply with applicable data protection laws when processing personal data in connection with these Terms. In the event of a data breach affecting shared data, the party discovering the breach shall notify the other party within 48 hours.

16.  Intellectual Property. All intellectual property rights in and to the Goods and any related designs, drawings, specifications, documentation, software/firmware, and branding (collectively, “IP”) are and will remain the exclusive property of Seller and its licensors. No ownership or other IP rights are granted or transferred to Buyer by this Agreement, by any purchase of Goods, or by any disclosure, except for a limited, non- exclusive right to use the Goods as delivered for their intended purpose. Buyer will not copy, modify, translate, reverse-engineer, decompile, disassemble, or create derivative works from the Goods or IP, nor remove or alter any proprietary notices. No license to use Seller’s names, logos, or trademarks is granted. Any customizations, drawings, submittals, or derivatives created or provided by Seller remain Seller’s IP. No implied licenses are granted.

17.  Insurance. Seller will maintain commercially reasonable general liability insurance for its operations. Buyer will maintain property/builders’ risk insurance covering Goods at and after delivery to the site or storage facility, and workers’ compensation and general liability applicable to Buyer’s premises and personnel.

18.  Notices. Notices must be in writing and delivered by personal delivery, certified mail, recognized courier, or email with confirmation to: (a) for Seller: Leeder Furniture LLC, Attn: Contracts, PO Box 2274, Manitowoc, WI 54221-2274, Email: info@leederfurniture.com; and (b) for Buyer: the address on the SOA or Buyer’s PO. Notices are effective upon receipt or, for email, upon confirmation of transmission. For the avoidance of doubt, notice via emails sent with no confirmation of delivery and reading shall not be deemed notice hereunder.

19.  Assignment; Subcontracting. Buyer will not assign an order (by operation of law or otherwise) without Seller’s prior written consent. Any assignment in violation of the foregoing is void. Seller may subcontract or assign receivables without consent.

20.  Governing Law; Venue; Jury Waiver. These Terms and any dispute arise under the laws of the State of Wisconsin, without regard to conflict-of-law rules. The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply. The state courts located in Manitowoc County, Wisconsin and federal courts located in Brown County, Wisconsin have exclusive jurisdiction and venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

21.  Disputes; Suspension; Setoff. If Buyer disputes an invoice, Buyer will notify Seller in writing within 10 days, identifying the disputed portion with reasonable detail. Undisputed amounts remain payable when due. Seller may suspend performance for nonpayment or material breach. Buyer has no right of setoff or withholding.

22.  Severability; Waiver; Survival. If any provision herein is held invalid or unenforceable, the remainder of these Terms remains enforceable. A waiver must be in writing and is not a continuing waiver. Sections that by their nature should survive (including payment, warranty, limitation of liability, indemnity, confidentiality, governing law, and dispute resolution) will survive expiration or termination.

23.  Entire Agreement; Amendments; Electronic Acceptance. These Terms, together with the SOA and applicable quotation, constitute the entire agreement for the order and supersede all prior or contemporaneous understandings for the subject matter. No amendment or waiver is binding unless in a writing signed by an authorized officer of Seller expressly referencing the amendment. Electronic signatures and electronic records are valid and enforceable.

24.  Order-Specific Terms. Any order-specific terms in the SOA that expressly state they modify these Terms will control for that order only.

25.  Updates to Terms. Seller reserves the right to update, modify, or amend these Terms from time to time in its sole discretion. The most current version of these Terms will be posted at www. leederfurniture.com/terms ("Terms Website"). Buyer is responsible for regularly reviewing the Terms Website to stay informed of any changes. Any updates or modifications to these Terms will become effective immediately upon posting to the Terms Website, unless otherwise specified. The date of the most recent update will be clearly indicated at the top of the Terms. While Seller may, at its discretion, provide notice of material changes to these Terms via email or other communication methods, Buyer's continued use of Seller's Goods or Services after any modification constitutes Buyer's acceptance of the modified Terms. Buyer is hereby put on notice that it is obligated to periodically review the Terms Website to make itself aware of any changes. If Buyer objects to any modification of these Terms, Buyer must notify Seller in writing within ten (10) days after the updated Terms are posted. Buyer's sole remedy is to cancel any pending orders not yet accepted by Seller and to cease placing new orders. Failure to object within this timeframe constitutes acceptance of the modified Terms. Electronic signatures, electronic records, and electronic acceptance of these Terms and any updates thereto are valid and enforceable. By accessing the Terms Website, clicking “I agree” or similar buttons, or continuing to place orders with Seller after an update to these Terms, Buyer acknowledges it has read, understands, and agrees to be bound by the current version of these Terms.