These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the items (“Goods”) by The Future Perfect (“The Future Perfect”) to you (“Buyer”). Notwithstanding anything herein to the contrary, if a written contract signed by both The Future Perfect and Buyer is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
The accompanying receipt (the “Sales Confirmation” and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

Buyer shall purchase the Goods from The Future Perfect at the price (the “Price”) set forth in the Sales Confirmation. Shipment of completed orders cannot be arranged unless the full balance listed on the Sales Confirmation is paid. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with The Future Perfect, whether relating to The Future Perfect’s breach, bankruptcy, or otherwise.

WIRE/BANK FEES:
Buyer assumes responsibility for all bank charges, including a $30.00 per wire transfer fee.

Buyer must pay the final amount due in full to The Future Perfect before receiving the Goods at Buyer’s provided address for delivery. For any inside or white glove delivery, Buyer is responsible for ensuring that all Goods have free, clear and easy access to their intended destination. Buyer is responsible for determining if the Goods will fit in adequately sized elevators, through doors, around corners, and in hallways turning into the desired room(s). The Future Perfect shall provide ground floor delivery only, unless there is an elevator at the delivery address. If there are any steps involved, additional charges will apply. Delivery does not include installation of any mirrors, paintings, or lighting, moving any existing furniture to lay down a rug, or moving any existing furniture for any other reason.
International and air freight quotes are subject to change and only valid for seven (7) days. If such quote is not approved by Buyer and/or Buyer’s order is not ready to ship within such quoted seven (7) day period, international / air freight costs must be re-quoted. For any delivery destination outside of the USA, Buyer is responsible for any applicable customs, duties, taxes and other fees and The Future Perfect cannot quote such customs, duties, taxes and fees.

LEAD TIMES:
While The Future Perfect strives to deliver within the estimated lead time, the delivery times are estimates only and delays may occur. The Future Perfect will not accept liability for inaccurate estimations.
Order lead times begin from the receipt of signed and complete order paperwork, a minimum fifty percent (50%) deposit of the amount due on the Sales Confirmation, and confirmed receipt by The Future Perfect of any required additional information and materials, such as Customer’s Own Material, signed drawing for approval (if required), OAL, or similar.

STORAGE:
The Future Perfect will store Buyer’s order free of charge for the first thirty (30) days of such order being available to be shipped. After thirty (30) days from first being notified of shipment availability, Buyer is subject to a $25.00 a day, per item, storage charge if Buyer is unable to take receipt of the order (“Storage Fee”). The Storage Fee must be paid in full prior to subsequent delivery.

It is Buyer’s responsibility to inspect all items upon arrival and in the case of visible damage to the exterior package or to the Goods, Buyer must sign off on the shipment as “Damaged – Subject to Inspection” and Buyer must notify The Future Perfect immediately via email, within forty-eight (48) hours of delivery. All claims of damage (“Claims”) must be made within forty-eight (48) hours of receipt of the Goods. Goods stored for future use must be checked upon delivery. Failure to make a claim within forty-eight (48) hours constitutes acceptance of the Goods as is.
Buyer must photograph the packaging as well as the damage to the Goods, while retaining all packaging and product for subsequent inspection. Once the Goods have left Buyer’s original delivery address and/or after forty-eight (48) hours of delivery, The Future Perfect will not accept responsibility for any damage or Claim. In no event is The Future Perfect liable for operating loss, loss of time, loss of use, loss of profit or any indirect, special or consequential, incidental, punitive or exemplary damages, loss or cost, whether based upon a Claim or action of contract, warranty, negligence, strict liability or otherwise, (including but not limited to costs of dismounting, re-installation, receiving fee or storage fees, sewing and reupholstering, and costs of access equipment (e.g. scaffold, cherry picker, scissor lift, etc.) or electrical works necessary for repairs or replacements.

RETURNS & EXCHANGES:
The Future Perfect does not accept cancellations, returns or exchanges on discounted, special order, made to order, custom ordered or commissioned merchandise; orders are Final Sale. Returns for in-stock Goods will only be refunded if Buyer returns the Goods to The Future Perfect within one day of purchase, and such refund will be done via ACH. Exchanges for The Future Perfect’s store credit will only be offered within seven (7) days of purchase and all Goods must be in their original packaging. No returns or exchanges for any Goods are accepted after seven (7) days of purchase.

LIMITATION OF LIABILITY:
In no event shall The Future Perfect be liable to buyer or any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not the future perfect has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. 
In no event shall The Future Perfect’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to The Future Perfect for the goods sold hereunder.

COMPLIANCE WITH LAW:
Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement.. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. The Future Perfect may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

TERMINATION:
In addition to any remedies that may be provided under these Terms, The Future Perfect may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

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

FORCE MAJEURE:
No party shall be liable or responsible to the other party, 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 (except for any obligations of Buyer to make payments to The Future Perfect hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) days following written notice given by it under this Section 18, either party may thereafter terminate this Agreement upon thirty (30) days’ written notice.

ASSIGNMENT:
Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of The Future Perfect. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

RELATIONSHIP OF THE PARTIES:
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

NO THIRD-PARTY BENEFICIARIES:
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

GOVERNING LAW:
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

SUBMISSION TO JURISDICTION:
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

NOTICES:
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

SEVERABILITY:
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, 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.

SURVIVAL:
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Governing Law, Submission to Jurisdiction and Survival.