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Unless otherwise indicated in writing, ALL SALES ARE FINAL, NON-REFUNDABLE AND NONEXCHANGEABLE and Buyer shall have no right of return. ACCEPTANCE OF BUYER’S ORDER IS CONDITIONED UPON BUYER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS. Due the handmade nature of many of Dallas Rugs’ goods, Buyer understands that the sizes may be slightly irregular, colors and texture may vary and there may be some design inconsistency. UNLESS OTHERWISE SPECIFIED IN WRITING, ALL RUGS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICALBE LAW, AND DALLAS RUGS DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY STATUTE, LAW, COURSE OF DEALING, AND MAKES NO REPRESENTATIONS OR WARRANTIE AS TO KIND, QUALITY OR CHARACTER. 1. Invoice Payment Terms: Unless otherwise indicated in writing, Buyer shall pay all invoiced amounts due to Dallas Rugs on receipt of Dallas Rug's invoice. Buyer shall make all payments hereunder by payment in US dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall be responsible for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Dallas Rug's does not waive by the exercise of any rights hereunder). If the goods mentioned on the Order are taken or shipped out on Approval or Consignment, they remain the property of Dallas Rugs until payment in full is received. The consignee is responsible for the condition and safety of these goods and should insure them against all perils. Upon the end of the Approval or Consignment period (one week), the goods should be returned or paid for in full; otherwise, Dallas Rugs reserves the right to deposit all withheld checks or charge the credit card on file in full satisfaction of the outstanding amount. Buyer shall not withhold payment of any amounts due and payable by reason of any and Dallas Rug's reserves the right to deposit all checks/cash payments or charge credit card on file in full satisfaction of the outstanding amount. 2. Back Orders: A 20% deposit is required for all back orders at the time of the order, and the balance is due in advance of pickup or delivery. Buyer’s non-acceptance of delivery will forfeit the deposit unless otherwise indicated in writing. Promised Delivery date is an estimate subject to change. 3. Custom Production, Alteration, & Tailoring Orders (“Custom Orders”): Buyer is required to agree to and comply with all terms detailed in the Custom Rug Production, Alteration, & Tailoring Order Form. Buyer understands that Custom Orders are subject to the same warranties as detailed in these Terms & Conditions. Buyer also understands that Dallas Rugs may use 3rd party providers for the fulfillment of Custom Orders. Buyer hereby waives the right to bring any claim or action against Dallas Rugs for any damage or loss incurred as a result of the actions of a 3rd party provider. Buyer understands that Custom Orders are unique and that slight variations in size, color, and shape are expected. Dallas Rugs shall have no liability to Buyer for any such variations. Payment in full is required in advance of the shipment of any Custom Order. Buyer’s nonacceptance of delivery will forfeit all amounts paid, and Buyer will be liable for any balance due including shipping, taxes, etc. Promised Delivery date is an estimate subject to change, and Dallas Rugs cannot be held responsible for delays in delivery or delivery failure. In no circumstance shall delivery failure or delay permit cancellation of a Custom Order. 4. Risk of Loss and Damaged Shipment: Risk of loss transfers to Buyer upon Dallas Rug's completion of it's delivery obligation, which is delivery of the Products to the carrier. Upon delivery to carrier, Buyer bears all risk of loss to Products and Dallas Rugs shall not be liable for loss after delivery to carrier. Dallas Rugs is committed to delivering its Products to Buyer in an undamaged condition. Orders are inspected when they are packaged, and all orders are in good condition when they are delivered to the carrier. Accidents may happen during shipping. Buyer should not accept shipment until any damages are noted on the freight bill by the person receiving the delivery. If damage is noted upon delivery or later, Buyer should keep all packing materials and immediately call the carrier or otherwise comply with the carrier’s procedures for making a claim. The Buyer must make any claims of damage in writing within the first 10 days after the receipt of shipment. Dallas Rugs does not provide freight insurance for Buyer’s order. If Buyer wishes to have freight insurance for their order, Buyer must purchase the freight insurance at Buyer’s expense. 5. Shipping Terms: Shipping charges quoted are a good faith estimate and may vary depending on mode of shipping, carrier used, and timing of the delivery requested; however, Buyer agrees to pay all reasonable shipping charges applicable to the delivery of the Products in this Invoice. 6. Delivery Terms: Dallas Rugs will make every effort to ensure delivery of the goods to Buyer within 10 days of the delivery date stated in the order and will notify Buyer in the event of unforeseen circumstances beyond the control of Dallas Rugs. Dallas Rugs is not responsible for any failure or delay of delivery. 7. Service Terms: Dallas Rugs accepts and delivers the goods mentioned on the Order, as applicable, subject to the following conditions: Buyer’s rug will be cleaned and repaired in a professional manner, but Dallas Rugs cannot be held responsible for shrinkage, color runs, damages, and color fading, wear spots, or changes to colors due to old repairs. All cleaning and repair services are taken at the Buyer’s risk. A storage fee of 50 cents/sq./month will be charged on all items not accepted for delivery or picked up promptly. Buyer agrees that any rug not picked up within 120 days will be presumed abandoned. Buyer waives all provisions under the Texas Property Code or other relevant Texas law related to unclaimed or abandonment of personal property and authorizes Dallas Rugs to take ownership of the rug or otherwise dispose of the rug in any manner it determines in its sole discretion. 8. Force Majeure/Non-Delivery: (a) Dallas Rugs shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached this agreement, for any failure or delay in fulfilling or performing any term of this agreement when and to the extent such Dallas Rug’sfailure or delay is caused by or results from a force majeure event, including but not limited to the following: ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, other potential natural disasters, catastrophes, epidemics or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades. Terms applicable to any and all transactions, regardless of type: Entire Agreement, Governing Law, Jurisdiction and Venue: Except as otherwise provided in a Separate Agreement, the Invoice, as modified and supplemented by the terms and conditions, constitute the entire agreement between the parties regarding the purchase, consignment, service and sale of the Products, as applicable, as contemplated hereby and no oral conversations or other ancillary documents become a part of said agreement. The provisions hereof shall be construed and interpreted in accordance with the laws of the State of Texas. The parties agree that any disputes arising hereunder shall be resolved exclusively in the state and federal courts of Dallas County, Texas, and they waive any arguments as to jurisdiction and venue. Applicable Law and Venue for Dispute Resolution: It is agreed that the laws of the state of Texas govern these Terms and Conditions, or any dispute of any sort that might arise between Buyer and Dallas Rugs, or its business partners and associates. Further, you agree to resolve any dispute you have with Dallas Rugs through arbitration in Dallas, Texas, and you submit to the personal jurisdiction of the courts located in Dallas County, Texas for the purposes of enforcing any arbitration award. Limitation of Liability: Statute of Limitations: In no event will Dallas Rugs be liable to the Buyer under any legal theory whatsoever, regardless of whether characterized as tort, negligence, contract, warranty, or otherwise, for any indirect, incidental, special, consequential, or other similar damages including claims for lost profits or economic loss, allegedly arising out of any claim relating to the service of the Buyer’s rug by Dallas Rugs. The parties stipulate that Dallas Rugs’ liability to Buyer will in no event exceed the price paid for service of the rug giving rise to a claim of liability. Security Interest: Buyer hereby grants to Dallas Rugs, and Dallas Rugs reserves, a purchase money security interest in the goods sold by Dallas Rugs to Buyer in the amount of its purchase price and the Buyer hereby authenticates and agrees to be bound as a debtor by this security agreement. Any such security interest shall be satisfied by payment in full of the invoiced amount. Buyer agrees to execute any and all such documents, including financing statements, as may be necessary for Dallas Rugs to perfect such security interest. Notwithstanding the foregoing, in order to facilitate the filing, and/or electronic filing, of financing statements, Buyer hereby authorizes Dallas Rugs to file the financing statement with the appropriate authorities at any time after acknowledgment by Buyer accepting these Terms and Conditions. It is agreed that the price of the goods is to be paid before title passes; but, even if Buyer obtained possession, without payment of price, title and right of possession remain in Dallas Rugs, and such right by Dallas Rugs creates an equitable lien on the goods to secure the price. In any transaction in which payment is by check that is acceptable to Dallas Rugs, title passes to Buyer once the check is paid by the bank on which it is drawn, and until the condition of completed payment is met, title to and right of possession of the goods remains in Dallas Rugs, notwithstanding possession by the Buyer or the appearance of any intent to waive the condition of completed payment. Amendments or Modifications: This document may be modified or amended if the amendment is made in writing and is signed by both parties.