Terms of Service

Effective Date: January 01, 2021

These Terms of Sale & Service ("Terms") govern all quotations, proposals, purchase orders, order acknowledgements, invoices, sales, design services, and related transactions between Cygal Art Deco, Inc., a California corporation ("Cygal Art Deco," the "Company," "we," "our," or "us"), and the purchaser ("Client").

Cygal Art Deco, Inc. designs, manufactures, and supplies handcrafted luxury furniture, architectural furnishings, and related design services for residential, commercial, hospitality, marine, and executive environments. Unless otherwise agreed in writing, products are custom manufactured to the Client's specifications.

By accepting a quotation, issuing a purchase order, approving drawings or finish samples, paying a deposit or invoice, or accepting delivery of any product or service, the Client acknowledges that it has read, understands, and agrees to be bound by these Terms.

Cygal Art Deco provides luxury furniture, custom furniture manufacturing, interior furnishings, design consultation, furniture design, project management, procurement coordination, space planning, CAD drawings, renderings, finish development, and related professional services.

Products are handcrafted using premium materials and traditional craftsmanship. Natural variations in wood, veneer, leather, stone, metal, and other materials are inherent characteristics of fine furniture and are not considered defects.

Where required, Cygal Art Deco may engage independent architects, engineers, CAD specialists, rendering professionals, or other consultants. Unless otherwise agreed in writing, such services shall be billed to the Client. Cygal Art Deco is not responsible for delays caused solely by independent third-party consultants.

All prices are net to the trade and quoted EXW (Incoterms® 2020) unless otherwise stated in writing.

Price lists, catalogs, brochures, and quotations are invitations to negotiate and do not constitute binding offers.

Written quotations remain valid for thirty (30) days, unless otherwise stated, and may be withdrawn or revised thereafter due to changes in material costs, exchange rates, freight charges, tariffs, taxes, or manufacturing expenses.

Applicable freight, crating, packaging, insurance, customs duties, import charges, taxes, and governmental assessments are additional unless specifically included in the quotation.

Orders become effective only upon written acceptance by Cygal Art Deco.

A written Order Acknowledgement will be issued for each accepted order. The Client is responsible for reviewing the acknowledgement carefully and notifying Cygal Art Deco immediately of any discrepancies. Production may commence based upon the information contained in the acknowledged order.

Unless otherwise agreed in writing:

• • A minimum of 50% deposit is required before design work, procurement, or production begins.
  • Progress payments may be required for larger or extended projects.
  • The remaining balance, together with applicable freight, crating, packaging, insurance, storage, and related charges, is due prior to shipment or release of the merchandise unless approved credit terms have been established.

  Deposits compensate Cygal Art Deco for production scheduling, procurement, engineering, design services, and manufacturing capacity reserved specifically for the Client's project.

  Invoices not paid when due may result in suspension of production, delayed shipment, storage charges, and interest on overdue balances at the lesser of 1.5% per month or the maximum rate permitted by California law.

  Cygal Art Deco retains title to all merchandise until payment has been received in full.

Design services may include concept development, furniture design, CAD drawings, renderings, engineering, finish specifications, upholstery selections, material sourcing, and project consultation.

Unless expressly included within a written quotation, professional design services are billed separately.

All drawings, renderings, specifications, CAD files, furniture designs, concepts, and related intellectual property remain the exclusive property of Cygal Art Deco, Inc.

The Client receives a non-exclusive license to use such materials solely for the specific project for which they were prepared. No design, drawing, or specification may be reproduced, copied, manufactured, or provided to another manufacturer without Cygal Art Deco's prior written consent.

Because nearly all products are manufactured specifically for each Client, custom orders are considered special orders.

Orders cancelled more than five (5) business days after receipt of the purchase order and required deposit may be subject to a cancellation charge of up to 35% of the product's net selling price, together with reimbursement for completed design work, labor performed, materials purchased, subcontractor expenses, and other project costs incurred.

Once production has commenced or custom materials have been ordered, cancellation may no longer be possible.

Production begins only after receipt of all required approvals, including, where applicable:

• Required deposit
• Approved shop drawings
• Approved finish samples
• Customer's Own Material (COM/COL)
• Final specifications

The Client is responsible for reviewing and approving all drawings, dimensions, finishes, materials, upholstery, and specifications before production begins. Changes requested after approval may result in additional charges and revised production schedules.

Standard production for most catalog items is approximately 12–16 weeks. Fully custom projects may require additional time.

Lead times begin only after all required deposits, approvals, documentation, and customer-supplied materials have been received.

Quoted completion and delivery dates are estimates only. Cygal Art Deco shall not be responsible for delays caused by suppliers, transportation providers, customs, labor shortages, governmental actions, force majeure events, or other circumstances beyond its reasonable control.

Rush production may be available, subject to manufacturing capacity, for an additional fee of 20% of the order value.

Unless otherwise agreed in writing, products are sold EXW (Incoterms® 2020).

Cygal Art Deco will gladly assist in arranging transportation upon request; however, freight services are provided by independent carriers.

Title to and risk of loss transfer to the Client upon delivery of the merchandise to the carrier.

The Client shall inspect all shipments immediately upon receipt. Visible damage must be noted on the carrier's delivery receipt. Claims for concealed damage should be filed promptly with the delivering carrier in accordance with its claims procedures.

Unless specifically included in a written proposal, installation is not part of the sale. Cygal Art Deco is not responsible for damage resulting from installation performed by others.

All products are individually handcrafted. Variations in wood grain, veneer figure, leather, fabric, stone, metal, color, sheen, and texture are natural characteristics and enhance the uniqueness of each piece.

Finish samples are intended as guides only. Exact color matching cannot be guaranteed.

Dimensions are approximate and may vary slightly due to handcrafted manufacturing.

For Customer's Own Material (COM/COL), the Client is responsible for supplying sufficient quantities and accurate specifications. Cygal Art Deco is not responsible for defects inherent in customer-supplied materials, dye-lot variations, or material performance.

Balances are generally invoiced approximately 2 weeks prior to completion.

Completed orders should be collected or shipped within 15 calendar days after notification that the order is ready.

Beginning on the 16th day, storage charges may accrue at 5% of the sales price per calendar week, or any portion thereof.

Cygal Art Deco reserves the right to relocate completed merchandise to a commercial storage facility at the Client's expense. All related charges must be paid before merchandise is released.

Cygal Art Deco warrants its products against defects in materials and workmanship for one (1) year from the earlier of delivery to the Client or delivery to the receiving warehouse.

This Limited Warranty does not cover normal wear, fading, oxidation, natural wood movement, customer-supplied materials, misuse, abuse, accidents, improper maintenance, unauthorized modifications, or damage occurring during transportation or installation by others.

At its sole discretion, Cygal Art Deco may repair or replace defective components within a commercially reasonable period.

Return shipments require prior written authorization from Cygal Art Deco.

Unauthorized returns may be refused.

Custom-made products are non-returnable except where required by applicable law or where a manufacturing defect has been confirmed by Cygal Art Deco.

To the fullest extent permitted by applicable law, Cygal Art Deco shall not be liable for indirect, incidental, consequential, special, or punitive damages.

The Company's total liability arising from any claim shall not exceed the amount paid by the Client for the specific product or service giving rise to the claim.

Cygal Art Deco shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including natural disasters, governmental actions, labor disputes, transportation interruptions, supply shortages, pandemics, war, terrorism, utility failures, or other force majeure events.

These Terms shall be governed by the laws of the State of California.

The parties agree to attempt in good faith to resolve disputes through negotiation before commencing litigation. If negotiation is unsuccessful, the parties agree to participate in confidential mediation in California before filing suit, except where immediate injunctive relief is necessary.

In any legal action arising from these Terms, the prevailing party shall be entitled to recover reasonable attorney's fees and costs to the extent permitted by applicable law.

These Terms, together with the applicable quotation, purchase order accepted by Cygal Art Deco, Order Acknowledgement, design agreement, and invoice, constitute the entire agreement between the parties and supersede all prior discussions relating to the transaction.

If any provision of these Terms is determined to be unenforceable, the remaining provisions shall remain in full force and effect.

Cygal Art Deco reserves the right to amend these Terms from time to time. Revised Terms shall apply to future transactions upon publication or written notice.

By placing an order, issuing a purchase order, approving a quotation, approving drawings or finish samples, paying a deposit or invoice, or accepting delivery of any product or service, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms of Sale & Service.

Cygal Art Deco, Inc.
A California Corporation