AMP Terms & Conditions

1. Applicability. These terms and conditions of sale (these “Terms”) shall govern all sales of goods and all approvals, trials, temporary-possession arrangements, and similar transactions involving goods by and between Atelier Modern Procurement (“Atelier”) and the buyer whose name appears on the signature pages hereto (“Buyer”). Atelier and Buyer are each referred to in these Terms as a “Party” and collectively as the “Parties”.

2. Selection, Inspection and No Reliance.  Buyer shall thoroughly examine all goods prior to removal from Atelier’s premises. Buyer acknowledges and agrees that goods may be antique, vintage, used, altered, repaired, or fragile and that the condition of goods may vary. Buyer has had a full opportunity to inspect the goods and is relying solely on Buyer’s own judgment, and not on any descriptions, photographs, tags, statements, representations or warranties made by Atelier or any third party, in purchasing or in engaging in other transactions involving the goods.

3. On Approval. Any approval, trial, temporary-possession arrangement, or any similar transaction involving goods is merely a revocable accommodation for Buyer’s convenience and does not vest in Buyer any rights in the goods. Buyer may take goods on approval for a maximum of 48 hours with a deposit equal to 50% of the purchase price of such goods.

4. Deposits. Deposits for goods must be paid in full prior to such goods being released to Buyer and may be paid via certified check or credit card. Buyer understands and agrees that Atelier will charge credit card fees up to the maximum rate allowed under applicable law. Buyer authorizes Atelier to retain payment information and charge all amounts due for goods as set forth in these Terms.

5. Returning Merchandise Out on Approval. Merchandise that Buyer returns will be thoroughly inspected by Atelier for timeliness, damage, incompleteness, alteration. Any such goods that are returned late, damaged, incomplete, or altered may be rejected by Atelier in its sole and absolute discretion. Any such rejected goods shall be deemed to have been purchased by Buyer. Thereafter, Atelier shall have the right to immediately charge the payment method on file for the remaining 50% of the purchase price without further notice, or Buyer shall immediately write a check for the remaining 50% of the purchase price.

6. Extensions. Atelier understands that certain unforeseen circumstances may prevent the return of goods taken on approval within 48 hours. If it is impossible for Buyer to return approval items within 48 hours, it is the responsibility of the Buyer to call an Atelier representative and obtain authorization for an extension. If an Atelier representative grants an authorization, Buyer will receive one extension period not to exceed an additional 48 hours. Merchandise that is not returned or purchased in full by 5:00 p.m. Central Time on the fifth day will be deemed to have been purchased by Buyer. Thereafter, Atelier shall have the right to immediately charge the payment method on file for the remaining 50% of the purchase price without further notice, or Buyer shall immediately write a check for the remaining 50% of the purchase price.

7. As Is, Where Is. Buyer acknowledges and agrees that all goods is sold “as is, where is” and with all faults, whether patent or latent. Atelier disclaims any and all warranties of any kind whatsoever, whether express or implied, regarding goods, including merchantability, fitness for aparticular purpose, non-infringement, condition, safety, authenticity, provenance, or accuracy of description. Buyer hereby acknowledges the foregoing disclaimer by Atelier.

8. Final Sales. All sales, whether or actual or deemed, shall be final. No returns, refunds,credits, exchanges, setoffs, or chargebacks are permitted except as required by applicable law. 2 PD.62042069.4

9. Title and Risk of Loss. Title to all goods shall remain with Atelier unless and until Buyer pays the purchase price of the goods in full. All risk of loss for goods shall pass from Atelier to Buyer upon release of such goods from Atelier’s possession, including transferring such goods to any mover, installer, carrier, or other third party acting for or on behalf of Buyer. Buyer shall be fully responsible for any and all loss or damage to such goods once Atelier releases possession thereof, whether caused by Buyer or any third party. Moreover, all third-party vendors shall be deemed to be Buyer’s agents, and Atelier shall have no liability whatsoever for any act or omission of any such third-party vendor.

10. Payment Terms.  All returned checks shall be assessed a $25 return processing fee. In the event of a non-payment of any and all monies due hereunder, the Buyer shall pay interest on the amounts due hereunder at the rate of 8% per annum or the highest lawful rate from the date such moniesare due until the date payment is made. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Atelier, whether relating to Atelier’s breach of this Agreement, Atelier’s bankruptcy, or otherwise.

11. Limitation of Liability.  In no event shall Atelier or any of its affiliates, directors, managers, employees, members, agents, or representatives be liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to this Agreement, regardless of (a) whether or not such damages were foreseeable, (b) whether or not Atelier was advised of the possibility of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based. In no event will Atelier’s liability to Buyer under this Agreement exceed the purchase price actually paid by Buyer for the goods giving rise to the claim.

12. Waiver. No waiver by Atelier of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Atelier. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Atelier operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Atelier precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Atelier.

13. Indemnification. Buyer shall defend, indemnify, and hold harmless Atelier and its direct and indirect affiliates, directors, managers, employees, members, agents, or representatives (collectively, the “Atelier Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, judgments, settlements, costs, and expenses (including attorneys’ fees and court costs) arising out of or relating to (a) Buyer’s purchase, possession, custody, control, storage, transportation, handling, display, installation, use, misuse, repair, alteration, resale, or return of the goods after release from Atelier’s possession, (b) any loss of or damage to the goods, or any injury to persons or damage to property involving the goods, occurring after the release of the goods from Atelier’s possession; (c) Buyer’s breach of this Agreement; and (d) any chargeback, payment dispute, or claim asserted by Atelier or any designer, customer, project owner, remover, installer, carrier, insurer, or other third party in connection with the goods or Buyer’s activities.

14. Assignment. Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of Atelier. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

15. No Third-Party Beneficiaries. Except for the Atelier Indemnified Parties, this Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, whether express or 3 PD.62042069.4 implied, confers on any other individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16. Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Tennessee without giving effect to any conflict of laws provisions thereof. Any legal proceedings arising under this Agreement shall be instituted in the state courts of the State of Tennessee located in Nashville, Davidson County, Tennessee. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.

17. Attorney’s Fees. If the goods purchased pursuant to this Agreement or any part thereof shall be collected by or through an attorney at law, Buyer hereby agrees to pay all costs of collection. In addition, Buyer shall pay all reasonable attorneys’ fees and costs incurred by Atelier in connection with any claim, dispute, or legal proceeding arising out of or relating to this Agreement, including any action brought by Buyer against Atelier.

18. Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, such provision shall be severed. Such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

19. Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.