General

A. All orders are accepted subject to standard Terms & Conditions. All sales are final.

B. Oly reserves the right to refuse any order.

C. Oly may allow internet/web commerce for some products. Minimum advertised pricing policy will apply. Oly welcomes the direct reference or "link" to www.olystudio.com within specific guidelines. Please email: [email protected] for more information.

D. Oly reserves the right to periodically change Terms & Conditions without written notice.

E. Oly reserves the right to make modifications to prices, products and/or product components without prior notice.

F. The “Oly” and “Oly Studio” name and marks are the exclusive property of The Art of the Muse, Inc. These marks may not be used in or with the name of any other business (specifically including, but not limited to, use of the name and marks to identify or “name” your retail store(s)), to identify any person or entity other than The Art of the Muse, Inc. or to refer to any goods or services other than The Art of the Muse, Inc. All uses of the mark shall inure to OLY benefit. In the event, Oly finds it necessary to request that you cease all use of the “Oly” or OlyStudio” marks and you are not in compliance, Oly reserves the right to suspend your customer account until such time as compliance may be verified. All uses of the mark shall inure to Oly benefit. Customers agree to immediately cease all uses of the “Oly” or “Oly Studio” marks upon request.

Sales Programs

A. Oly requires payment in full upon placement of order for in-stock goods. Inventory will not be reserved without payment. Oly requires a 50% non-refundable, non-transferable product deposit for all goods that are not currently in stock. Orders are considered quotes only until a purchase order and deposit are received. Production of back-ordered items will not begin until a deposit is received. Upon receipt of your deposit, Oly will confirm receipt and placement of your order by forwarding a copy of your final “SALES ORDER”. Estimated lead times begin upon confirmed receipt of deposit.

B. Designer Net - for design professionals looking to specify for end-customers and also for to-the-trade showrooms or retail stores that do not meet stocking retailer minimum requirements. Accessory pricing is consistent across designer net and stocking retailer programs. Opening order requires $2,500 for furniture and accessories combined, with an annual re-order minimum of $2,500 to keep Designer Net privileges. Charges for an Oly sample box and fabric ring will apply ($50).

C. Stocking Retailer – specifically for to-the-trade showrooms and home retail stores that hold inventory. Opening transaction requires requires a minimum opening order of $10,000 for a floor/ back-stock order including furniture and accessories. A consistent 2.5 mark-up or higher is mandatory and enforced across all channels of distribution (street retail, to-the-trade showrooms and e-commerce retail). Oly finish sample box and fabric ring will be included with opening order. New stocking accounts and non-renewing stocking accounts are subject to geographical conflict checks and current opening order minimums. Other square footage commitments may apply

Payment Methods

A. Oly accepts payment via credit card, check, and wire transfer.

B. Credit Cards: Oly accepts Visa, MasterCard, American Express, Discover and Diner’s Club. A signature and/or written approval is required for authorization of all credit card charges.

C. Checks: In stock goods will not be reserved until receipt and deposit of check payments. A bank transaction fee of $30 will be charged for each check returned from the bank unpaid.

D. Oly does not accept third party forms of payment.

E. Wires: Contact your sales representative for wire account information. .

Order Processing and Confirmation

A. Virtual purchase orders placed through olystudio.com are responded to in approximately 48 business hours.

B. In addition to required payments, Oly requires the following information prior to placement and subsequent shipment of any order:

• A copy of a valid state resale license and/or business license

• Valid e-mail address

• A commercial delivery location. Additional fees may apply for delivery to any non-commercial location without a freight dock or a dock that is not manned.

C. Items that are in stock require full payment. Balance payments for backordered goods must be received within 7 days of request. OLY cannot “hold” inventory. If payment in full is not received within 7 days, available goods may be returned to inventory and deposits forfeited. Products may also be returned to inventory if all necessary delivery information is not received in a timely fashion. Prior to taking action, Oly will provide email, fax and phone notice of pending cancellations, and will allow customers 7 business days to respond.

E-Commerce Terms

A. Product inventory on olystudio.com is not live. Note: lead times may apply.

B. Production lead times are estimates.

C. Pricing. Although Oly does its best to ensure prices on olystudio.com are correct – we reserve the right to change prices at any time without notice. Prices listed on other websites may not be accepted. We sell our products through a number of different online channels and we cannot always control when they are updated. We reserve the right not to accept a price listed incorrectly.

General Commercial Freight and Freight Services Terms

(1) Oly freights products as soon as they are available. This may result in multiple shipments per order. Our standard, percentage commercial freight rates ensure that commercial freight charges will not be charged more than one time for any product, regardless of the number of shipments on the order. Freight services are per shipment and charges will depend on the number and type of freight services requested.

(2) OLY orders freight FOB Reno, NV or FOB, Berkeley, CA on a pallet for commercial delivery via common carriers, pickup or small parcel shippers unless otherwise specified.

• Zone1: 4.9% of MSRP. CA, ID, NV, UT

• Zone 2: 5.9% of MSRP. AZ, CO, MT, ND, NM, OR, SD, WA, WY

• Zone 3: 6.9% of MSRP. AL, AR, IA, IL, IN, KS, KY, LA, MI, MN, MO, MS, NE, OH, OK, TN, TX, WI

• Zone 4: 9.9% of MSRP. CT, DC, DE, FL, GA, MA, MD, ME, NC, NH, NJ, NY, PA, RI, SC, VA, VT, WV

• Alaska, Hawaii, US islands and International - Special Quote

(3) LUC orders freight FOB Reno, NV or FOB, Berkeley, CA on a pallet for commercial delivery via common carriers, pickup or small parcel shippers unless otherwise specified.

• Zone1: 7.7% of MSRP. CA, ID, NV, UT

• Zone 2: 9.2% of MSRP. AZ, CO, MT, ND, NM, OR, SD, WA, WY

• Zone 3: 10.8% of MSRP. AL, AR, IA, IL, IN, KS, KY, LA, MI, MN, MO, MS, NE, OH, OK, TN, TX, WI

• Zone 4: 14.9% of MSRP. CT, DC, DE, FL, GA, MA, MD, ME, NC, NH, NJ, NY, PA, RI, SC, VA, VT, WV

• Alaska, Hawaii, US islands and International - Special Quote

(4) Shipments to congested metropolitan areas may require a freight surcharge if OLY is charged. NY/NJ metro charge is $125; and LA/SF metro is $60. White Glove fees include the cost of metro charges.

(5) Because of overall height, weight, packaging and pallet requirements, a $125 flat fee is charged on large oversized items like Large Consoles, Beds, Sofas, Daybeds and Large Lounges, Floor Mirrors, Shelves and Armoires.

(6) If applicable, small parcel shipments may be shipped to residential locations. Metro surcharges are not added to items that ship ground.

(7) OLY is happy to accommodate trade customers who prefer to pick up at the Reno distribution center. Please contact a customer sales representative to schedule a pickup. Because shipment is separately prepared and staged for pickup, a $50 scheduling fee applies.

• In the event that you need to reschedule, the scheduling fee may be applied to your new appointment if rescheduled prior to 2 business days before the original scheduled pick-up.

•If you decide to use one of the third party carriers Oly uses and cancel prior to 2 business days before the original scheduled pickup, this scheduling fee will be applied to the above freight and freight services.

• Any changes (cancellations, re-schedules, no shows etal) to pick-up that are made less than 2 business days before the original schedule pick-up will not be refunded and will require an additional scheduling fee.

(8) OLY products are made to order. Once a shipment has left our distribution center, a refusal of a shipment is subject to a 25% restocking fee plus freight and freight service charges.

(9) Oly reserves the right to change freight rates based on carrier market conditions.

(10) Once a virtual purchase order is placed, a sales representative will be in contact to confirm stock availability and applicable freight charges; and answer any questions you may have.

Freight Services & Drop Shipping

(1) Trade customers can also access other freight services based on delivery needs and installation preferences. It is the trade customer’s responsibility to provide Oly with all relevant information for drop ship orders at the time of sales order entry.

(2) Oly has long standing relationships with third party carriers that enable drop shipment to non-commercial locations. Oly reserves the right to assess the following surcharges for any drop - shipment, in addition to standard freight. Freight services include:

• $750 - White glove, any applicable metro fees; and assembly for beds, armoires, dining tables, or any 2-piece product. Does not include any installation of lighting.

• $550 - White glove includes lift gate, delivery appointment, inside delivery, removal of pallet and disposal of shipping & packaging materials per delivery; and any applicable metro fees

• $275 - Residential curbside includes lift gate and delivery appointment to curb only per delivery; NO inside services, removal of pallet, or disposal of shipping materials

• $160 - Lift Gate to request a truck that can lower a pallet to the ground per delivery

• $50 - Delivery appointment to request a certain day and time window per call

• $0 - Freight to a commercially-zoned location with a freight dock

(3) All freight and dropship charges will be separately identified on the purchase order. Please speak to your Oly customer service representative at the time you request a price quote to obtain an estimated delivery quote based on your unique shipment and delivery preferences.

(4) All freight services are based on the number of shipments. Multiple deliveries may result in multiple freight service delivery charges. Please contact your rep to find out more about consolidating orders.

(5) All other pass through freight services rendered such as re-consignment fees, missed appointments may also be due and are the financial responsibility of the trade customer. Please make sure you are using a professional receiving house with a manned loading dock to avoid additional charges.

(6) Oly is unable to accept any responsibility for fees incurred by destination receiving services. Re-consignment fees are due based on missed appointments and are the financial responsibility of the receiver. In the event that a shipment is consigned directly to a receiving service, said service is required to abide by Oly Terms & Conditions. It is the trade professional’s responsibility to furnish receiving services in accordance with Oly Terms & Conditions.

(7) With respect to damage and defect claims, drop shipments are subject to all terms as herein referenced. Further to said terms, Oly customers must report any drop shipment claims to Oly within 5 days of delivery. An end consumer (drop ship recipient) cannot file a claim directly with Oly. It is the registered customer’s responsibility to be the liaison between Oly - and consumer as Oly will not communicate directly with end consumers or contracted third parties. Oly will communicate directly with the registered customer for all repair, damage claims, invoicing, and returns.

(8) Prior to signing for the shipment, the end consumer or drop ship recipient must immediately inspect shipments for any damage or defects. Claims will not be accepted unless all damage and/or defects are clearly noted on the carrier’s delivery receipt prior to signing for the delivery and release of the carrier.

(9) SAVE ALL PACKAGING UNTIL THE CLAIM IS RESOLVED .If packaging is not retained, repackaging will be at the Oly customer’s expense.

(10) If shipment damage indicators (For example, shock watch) are on the items and they indicate damage, the items must be signed for as damaged. If not, Oly reserves the right to deny the claim. Freight/handling damage must be noted on carrier’s proof of delivery or the receiver is responsible for damage upon release of the driver.

(11) Freight carriers do not enter a location and assist with uncrating, unboxing, removal of material(s), or product placement. If additional services are necessary, White Glove Delivery maybe be required.

(12) Refusal of a shipment by the end-customer/client for any reason may cause a 25% restocking fee and freight charges.

(13) The receiver(s) for any drop shipment must inspect the items for damage or defect immediately and note any exception on the delivery receipt(s). The claim(s) must be reported directly to you and you must report it to Oly within 5 days of delivery. An end consumer (drop ship recipient) cannot file a claim directly with Oly.

International Shipments

A. International shipments ship via ExWorks incoterms unless otherwise specified and agreed to by Oly in writing.

B. Oly accepts letters of credit or prepayments via wire transfer for international shipments.

C. Oly typically works internationally on a container bases. On occasion, less than container shipments may be permitted during certain pickup windows. For more information, contact [email protected]

Damaged or Defective Product

A. Because Oly products incorporate a variety of natural materials, there will be inherent variations in grain, tone, striation, etc. which may be different from the products shown in our fabric and finish samples, catalog, website, retailers and showrooms.

B. Oly upholstery utilizes many natural and complex materials. Please consult your sales representative if you have questions about durability. Some textiles may not be suitable for your specific use, even if available. Variations in upholstered good are inherent. Note: Oly maybe not replace a damaged or defective product unless the following procedures are completed.

NOTE - OLY MAY NOT REPLACE A DAMAGED OR DEFECTIVE PRODUCT UNLESS THE FOLLOWING PROCEDURES ARE COMPLETED:

C. A claim for shipping damages will not be accepted unless the damages are noted on the carrier’s delivery receipt. Freight/handling damage, including damage evident on outside packaging, must be noted on carrier’s proof of delivery prior to release of the carrier’s driver or the receiver assumes responsibility for damage. In the event the receiver fails to note damages on carrier’s bill of lading, Oly will be unable to initiate a claim with the carrier on behalf of the Oly customer and the receiver will assume responsibility for all damages. It is customer’s right to reject shipment if packaging is visibly compromised.

D. All damages must be reported to the Oly’s Post Sales Service department within 5 days after receipt of delivery for a claim to be processed. A claim may not be processed unless relevant photos of any damage and/or defects are also provided to the Post Sales Service within 5 days after receipt of delivery. Email [email protected] with relevant sales order number and images.

E. Oly will issue an appropriate credit or send replacement product upon authorized return of defective or damaged product.

F. Damaged or defective products must be returned to Oly prior to the shipment of a replacement product.

G. Merchandise that is returned without a Return Authorization Number will not be accepted or credited.

Pickups

A. OLY Reno Will Call Window Hours are Tuesdays & Thursdays, 10 am to noon pst & 12.30 pm to 2.00 pm pst.

B. After OLY’s dispatch team notifies you that products are ready for pick up, email: [email protected] or contact dispatch @ (775) 336-2103. In 1 – 2 business days your customer service representative will provide weights and dimensions to you to provide to your carrier. Please send an email to your carrier and OLY to show proof of release and some times during window hours.

C. The following documents must be submitted prior to and be on hand at to dock.

• OLY Sales Order

• Proof of Customer authorization for pick up. Printed email from customer.

D. NOTE: OLY inspects all products prior to pick up. Any transit damage will fall onto the carrier. OLY can not assist in claim damage or forms for pickups; and suggest that customers who pick up only contract bonded carriers. Oly reserves the right to refuse service to third party pick up without documentation or without a pre-schedule appointment

TERMS EFFECTIVE AS OF 13 November 2019