ORDER SUBJECT TO ACCEPTANCE

All orders are subject to acceptance by Aronson Woodworks (“AW” OR “Seller”), at Aronson Woodworks designated location for acceptance of orders.

ENTIRE AGREEMENT

Acceptance of orders is based on the express condition that you (“you” or “buyer”) agree to all of the terms and conditions contained herein. These terms and conditions represent the complete and exclusive agreement of the parties, and no terms or conditions in any way adding to, modifying or otherwise changing the provisions stated herein shall be binding upon Aronson Woodworks unless made in writing and signed and approved by an officer of Aronson Woodworks. These terms and conditions supersede any prior and/or contemporaneous agreements between buyer and Aronson Woodworks. No modification of any of these terms will be affected by Aronson Woodwork’s shipment of goods following receipt of buyer’s purchase order, shipping request or similar forms containing printed terms and conditions conflicting or inconsistent with the terms herein.

INTELLECTUAL PROPERTY RIGHTS, COPYRIGHT, AND RIGHT OF PUBLICITY

When you purchase a product or custom product from Aronson Woodworks, you will own the physical copy of the product. Although products or furniture pieces have varying styles and constructions, many products that Aronson Woodworks creates will be similar or even identical. Therefore, apart from the physical product that you will own, Aronson Woodworks retains all other ownership rights in the product including, but not limited to, all copyright, patent, trade secret, trademark, moral, termination, authorship, right of publicity, and other proprietary rights (collectively, “Intellectual Property Rights”). You may not reproduce or make derivative works of your product, or any portion thereof, in any way or in any format now known or hereafter developed.

All intellectual property including, but not limited to, designs, custom designs, techniques, methods of manufacture, photographs, specifications, artwork, text, patented inventions and registered designs remain the property of Aronson Woodworks. Any and all materials you send or submit to us (by telephone, electronically, in writing or otherwise), including, without limitation, comments, suggestions, product reviews, or photos (collectively, “Submissions”), shall become our property; and you hereby transfer, sell, and assign to us all of your right, title, and interest in and to any such Submissions, including without limitation, any and all related copyrights, moral rights, trademarks, patents, trade secrets and/or other proprietary rights.

Additionally, we reserve the right to photograph, recreate, and sell again, any design that originates as a custom order. To the extent the preceding assignment and transfer is ineffective, you hereby grant Aronson Woodworks an exclusive, irrevocable, fully-paid and royalty-free, perpetual, and fully sublicensable and transferable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, and publicly display and perform such Submissions throughout the universe in any media, now known or hereafter devised. We have no obligation of any kind whatsoever to maintain any confidentiality with respect to any such Submissions. Aronson Woodworks shall be free to use your Submissions for any purpose whatsoever without providing you notice or receiving your consent, and without restriction or compensation.

Purchaser acknowledges that any and all of the aforementioned intellectual property and intellectual property rights used or embodied in or in connection with a product are and shall, at all times, remain the sole property of Aronson Woodworks. Purchaser must not knowingly allow any intellectual property belonging to Aronson Woodworks to be reverse engineered, or copied or breached in any other manner. Aronson Woodworks may be entitled to compensation for any loss of royalties, damages and/or costs arising from the breach of Aronson Woodwork’s intellectual property rights.

Finally, Aronson Woodwork’s name, the company logo and all related names, logos, product and service names, designs and slogans are trademarks of Aronson Woodworks or its affiliates or licensors. You must not use such marks without the prior written permission of Aronson Woodworks. All other names, logos, product and service names, designs and slogans on our Website or social media accounts are the trademarks of their respective owners.

PRICES AND TERMS

All product prices are exclusive of other charges and freight charges. A minimum deposit of fifty percent (50%) of the purchase price is required to initiate order fulfillment. Orders for in stock products require payment in full at the time of order placement. A service charge of the lesser of 1 1/2% per month or the maximum permissible rate will be added to all accounts not paid within sixty (60) days from the date of invoice for final balance due. Orders must be paid in full, including shipping, handling, crating and packing, storage, taxes (if applicable) and service charges prior to shipping. The balance of each project will be invoiced during the first week of the month that the project is scheduled to ship.

STORAGE AND LATE FEES

All Final Balance Invoices are allowed a fourteen (14) calendar day grace period, beyond the proposed shipping date, which is provided in writing via email, along with photos (usually about four (4) weeks after the Final Balance Invoice). Storage and Late Fees will progressively increase, beyond the grace period.

After the fourteen (14) calendar day grace period, a 5% Storage and Late Fee will be added. After an additional thirty (30) calendar days, an additional 8% Storage and Late Fee will be added. After an additional thirty (30) calendar days, an additional 10% Storage and Late Fee will be added. After thirty (30) more calendar days, the Designer will forfeit the project and any payments related to it. The project will become property of Aronson Woodworks and is applicable for resale, at AW’s discretion.

All Storage and Late Fees are based on the original project total, including shipping and handling.

Designers are given two (2) opportunities to provide prompt payments on the Final Balance Invoices, as stated in the Storage and Late Fees section above. After those two (2) opportunities, Designers will be required to provide payment in full upfront for any future orders.

CHANGES & CANCELLATION OF ORDERS

All goods are custom made to order specifications. Change Orders will be accepted on a case by case basis, and may incur Change Fees, which will also be assessed on a case by case basis. Orders may be canceled within ten (10) days from receipt of deposit (including weekends and holidays) for credit on the trade member’s account, less a 10% processing fee. After ten (10) days, deposits will be forfeited on all orders canceled. Such orders may also be subject to cancellation fees of up to, but not exceeding, the net selling price less the forfeited deposit. All other sales are final.

FORCE MAJEURE

All quoted completion and delivery dates are estimates only and are subject to change by Aronson Woodworks upon notice to You. Aronson Woodworks shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond Aronson Woodworks reasonable control including, but not limited to, (a) government action, war, terrorism, riots, civil commotion, embargoes or martial laws, (b) Aronson Woodworks inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of Aronson Woodworks or others, (e) fire, earthquake, storm, flood or other casualty or act of God, or (f) other contingencies of manufacture or shipment. In the event of any delay in Aronson Woodworks performance due in whole or in part to any cause beyond Aronson Woodworks reasonable control, Aronson Woodworks shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.

TAXES

All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Buyer.

TITLE/RISK OF LOSS

Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer’s. Any claim by Buyer against Aronson Woodworks or carrier for shortage or damage occurring prior to such delivery must be made in writing within forty-eight (48) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from Aronson Woodworks in the conditions claimed. All deliveries are subject to the accompanying Delivery & Return Policy which is incorporated by reference and constitute a part of these terms and conditions.

METHOD OF SHIPMENT

Aronson Woodworks will arrange product shipments unless Buyer specifies shipment method. Any shipments returned to Aronson Woodworks as a result of Buyer’s unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Aronson Woodworks including storage fees.

WARRANTY AND DISCLAIMER

Except as specified herein, Aronson Woodworks warrants that any goods sold hereunder will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from misuse, accidents, dramatic temperature variation, placement over or under air ventilation, abuse, neglect, mishandling or wear and tear resulting from normal use. Defective products will be replaced within the normal production time period required to reorder and manufacture the same product.

Many wood and metal finishes are applied by hand and may vary in color, tone and character. While Aronson Woodworks will make every effort to match a finish, no guarantee can be made of an exact match. Aronson Woodworks does not guarantee finishes against fading and oxidizing. Variations in color and veining are inherent in wood and considered to be part of the natural beauty. Furniture is handmade, and therefore is subject to slight variations.

Novelty Finishes such as Accent Grain and Ombre are artistic finishes which will vary from project to project. Accent Grain locations may not be dictated by the Designer, and will be dictated by Aronson Woodworks finishers. Accent Grain location is not grounds for refusal of the project.

Ombre finishes are created by making multiple passes with the paint sprayer along with width of the legs/bases of each piece, which slightly overlap. Ombre is hand applied by Aronson Woodworks finishers and is an artisanal finish that varies from one piece to the next. Renderings are provided for concept only and are not a one-for-one representation to how the ombre will be applied. Ombre fade variation is not grounds for refusal of the project.

TO THE FULLEST EXTENT PROVIDED BY LAW, ARONSON WOODWORKS HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.

LIMITATION OF REMEDIES

Aronson Woodworks shall not be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other cause with respect to the goods or this agreement, whether such claim is based upon breach of contract, breach of warranty, strict liability in tort, negligence or any other legal theory. Aronson Woodworks total liability hereunder in any case is expressly limited to repair or replace (in the form originally ordered), at Aronson Woodworks election, the goods not complying with this agreement, or to the repayment of, or crediting buyer with, an amount equal to the purchase price of such affected goods. The remedy provided for above is buyer’s sole remedy for any failure of Aronson Woodworks to comply with its obligations regarding the workmanship of its products. Aronson Woodworks total liability to buyer shall not exceed the price of the product or part on which such liability is based.

Any claim by buyer with reference to the goods sold hereunder for any cause shall be deemed waived by buyer unless submitted to Aronson Woodworks in writing within forty-eight (48) hours from the date buyer discovered, or should have discovered, any claimed breach.

REMEDIES UPON DEFAULT

Aronson Woodworks requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Aronson Woodworks may, at its option, cancel any unshipped portion of this order, retain the goods and declare a forfeiture of the deposit as liquidated damages.

EXCLUSIONS

All of Aronson Woodworks drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Aronson Woodworks website, prices, lists or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement. Furniture is handmade, and therefore is subject to slight variations. All sizes as indicated in the price list are within

1/2” variance. All custom pieces will be made to specifications within 1/2” variance unless otherwise noted within the agreed upon order acknowledgment.

WAIVER

Waiver by Aronson Woodworks of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time. Any such waiver must be in writing and signed by an officer of Aronson Woodworks.

SEVERABILITY

In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision or provisions shall be severed and the remaining terms and conditions shall remain binding and effective.

CONTROLLING LAW

This agreement shall be deemed to have been executed and delivered at Aronson Woodworks, 2372 Illinois St., Prole, IA 50229. This agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the State of Iowa including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to the principles of conflicts of law thereof. The parties agree the United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement. Any legal suit, action, proceeding, or dispute of any kind arising out of or relating to this agreement shall be instituted exclusively in the state or federal courts sitting in the State of Iowa, County of Warren. The parties hereby expressly waive any objections to the exercise of jurisdiction over their person by such courts and agree venue is appropriate and convenient in such courts.