Gretchen Bellinger

1. Prices

1.1 We reserve the right to change prices without prior notice at any time before you receive our confirmation of your order.

1.2 Prices shown are net wholesale prices. The net wholesale price is the price for the item itself exclusive of any of the applicable additional charges which you must pay, such as, but not limited to, packing, shipping, delivery, insurance, handling, storage (if necessary), uncrating, installation, etc. (hereinafter referred to as “additional charges”). All prices shown are net wholesale f.o.b. Albany, New York. Payment in full for additional charges invoiced separately from merchandise is due immediately upon receipt of our invoice. Payment for additional charges invoiced with merchandise is due with payment for the merchandise (see Paragraph 2).

2. Payment and Credit Terms

2.1 Payment must be made directly to Gretchen Bellinger Inc at 24 Mill Street, Albany, NY 12204, USA and should not be directed to our representative or showroom offices. All orders shall be on a cash only basis. Payment in US Dollars only may be made by check (drawn on a US Bank), wire transfer, money order, or by Visa®, MasterCard®, Diners Club®, or American Express®. There is a $85 fee for returned checks.

Cash
2.2 Except for furniture orders (see Paragraph 7) and custom orders (see Paragraph 3), payment in full is due when your order is ready for shipment or 30 days from the date of our confirmation of your order, whichever occurs first. We shall not ship your order until we receive and collect full payment.

Terms and Conditions Applicable to Both Non-Credit and Credit Orders
2.3 On all orders of $3,000 to $5,000, a 50% non-refundable deposit is required when the order is placed. On all orders over $5,000, a 70% non-refundable deposit is required when the order is placed. These non-refundable deposits are required whether or not you have established credit with us.

2.4 If payment in full is not received on or before the due date, you will be liable for and you agree to pay all costs and expenses of collection including attorneys’ fees at our attorneys’ customary hourly rates.

2.5 No merchandise will be released on accounts that are past due or on accounts that have unpaid service charges.

Service Charge
2.6 A service charge of 1 1/2% per month (18% per year) or the maximum allowed by law, whichever is less, shall be added on any invoice which is not paid within 30 days from the date we ship your order.

3. Orders

Terms and Conditions Applicable to All Orders Including Custom Orders
3.1 All orders must be in writing and signed; initials will not be accepted. Upon receipt of your written and signed order, we shall send you our confirmation of your order within three (3) to five (5) business days. Upon your receipt of our order confirmation, you should immediately examine the confirmation to determine that it correctly recites your order. If it is not correct, advise us immediately. No order will be deemed binding upon us until we accept it by sending you our confirmation. All orders are subject to the Terms and Conditions of Sale set forth herein. By sending you our confirmation, we are accepting your offer to purchase the specified merchandise if and only if you agree to the Terms and Conditions of Sale notwithstanding any variances between these Terms and Conditions of Sale and anything contained in your purchase order. We may revoke a confirmation if we do not have enough of the merchandise you order in stock to cover your order and our supplier cannot furnish enough within a reasonable time. If payment and cutting approval are not received within a reasonable amount of time following your receipt of our order confirmation, fabric reserved for your order may be sold and your order reconfirmed against backordered fabric.

3.2 Each order must include the name, number, color, description, quantity and special requirements, if any, of each item ordered.

3.3 Color and texture of fabrics will differ somewhat from our memorandum samples; therefore, if matching is important, please request a cutting from our current stock before ordering. If a dye lot cutting for approval is not required, please notify us in writing. Written approval of a cutting is required prior to shipment on all orders unless waived in writing.

3.4 All orders are filled on a per yard basis, not by individual cut lengths, and may include weaving inconsistencies acceptable under the American Textile Manufacturers Institute guidelines for furnishing fabrics.

3.5 Fabric orders are measured in units of one full yard. On fabric orders of less than three (3) yards, a cutting fee of $50 per fabric will be added. The minimum order of leather or suede is one full hide, for eelskin and grass straw mat one full panel, and for accessories $100 (exclusive of any applicable additional charges).

3.6 We shall, upon request, reserve an item in stock for ten (10) days, after which your reserve will be released.

3.7 Please include shipping instructions with your order, specifying method and route desired. If your order is not accompanied by specific shipping instructions, we shall ship by the method and route we consider most suitable. Your shipping instructions must indicate how the shipment will be transported after it has been processed within our standard three (3) to five (5) day scheduling. Please note: Express shipment does not include express handling/processing.

3.8 The handling charge for standard three (3) to five (5) day processing is $15. The handling charges for special services are as follows: same day processing/shipment $75 (no same day shipment after 3pm Eastern time); next day processing/shipment $35; all international shipments $125 per destination.

3.9 Colors may vary slightly between dye lots. If you place an order and later need additional yardage of the same fabric, material from the same dye lot may not be available.

3.10 If the yarn of a fabric becomes unavailable, we shall use a suitable substitute.

3.11 In the case of fabrics with patterns, we reserve the right to increase an order to include the next full repeat of the pattern.

Custom Orders of Fabric
3.12 We welcome inquiries for custom dyeing or weaving. The price and minimum quantity may vary, and you should check with us before placing a custom order. Because of the specialty requirements of custom orders, the customer will be required to accept and pay for up to 10% more than the quantity ordered (not to exceed 25 yards). A 70% non-refundable deposit is required when the order is placed, regardless of whether or not you have established credit with us. No returns or cancellations will be permitted on custom orders.

4. Samples

4.1 Memorandum samples are available free of charge on loan for up to three (3) weeks, or, if you prefer, they may be purchased. After three (3) weeks, borrowed samples cannot be returned and must be paid for at then current prices.

5. Shipping (also see 3.7 above)

5.1 All delivery dates are approximate. It is expressly understood by and between you and Gretchen Bellinger Inc that time is not of the essence.

5.2 If you will not accept delivery when your order is ready to be shipped or do not accept delivery when you receive it, we reserve the right to store the order for you at your risk. If we are ready to ship your order and shipment is delayed for more than seven (7) business days for any reason within your control (e.g., delay order, late payment, insufficient shipping instructions, etc.) there will be a storage charge of $10 per day per carton on furniture orders; $10 per day per piece on cut orders; $7.50 per day per bolt on orders greater than one bolt. Your decision not to accept delivery does not alter your obligation to make payment for your order in accordance with the Payment and Credit Terms set forth in Paragraph 2 above (see Paragraph 2).

5.3 We are not responsible for delay or failure of performance due to an act of God, war, riot, strike, lockout, fire, flood, storm, failure of delivery by our suppliers, transportation delay or other causes beyond our control.

5.4 Bellinger takes all necessary and reasonable precautions to properly package and prepare for shipping all orders. Each order is custom packaged according to its content, weight and destination. We are not responsible for damage or loss occurring after merchandise has been shipped (e.g., damage or loss in transit, damage due to improper handling, etc.) or for any of your own labor or other charges (see Paragraph 8). Bellinger strongly suggests that the customer purchase supplemental insurance for the shipment of its fabric orders.

5.5 FOR CLASS D/PILE FABRICS: Bellinger, to further protect its velvet/pile fabrics, will use a two (2) day or less courier service when shipping any Class D/Pile fabric. The customer will be billed for this courier service. Customers who choose to use any other form of shipping (including three-day or standard) will be required to sign a written waiver/release.

6. Cancellations and Returns

6.1 No orders may be cancelled and no goods may be returned without prior written consent. No returns or cancellations will be permitted on fabrics which have been cut, fabrics which have been altered, treated, processed or had a finish applied (e.g., flame resistant, water repellent, stain resistant, dye, etc.), custom orders, fabric orders of less than three (3) yards, Hot Off the Press™ gaufré, leather or suede orders, eelskin, grass straw mat, velvets or accessories.

6.2 Your signature on the shipping document constitutes your acceptance of the merchandise as packaged. All packaging must be examined in the presence of the delivery service upon receipt and any damage must be noted on the shipping documents. Even the slightest marks or dents must be noted; claims cannot be made without a full description. Failure to examine packaging upon receipt waives any and all claims you may have against us. If a shipment is refused, Gretchen Bellinger Inc must be advised immediately, whereby a “Return Authorization” will be assigned and noted on the shipping cartons. No returns will be accepted without a “Return Authorization.”

6.3 Once you have accepted your package, you have two (2) days to inspect the fabric. Inspect all of your fabric before you cut. If a defect or damage is discovered after the merchandise has been duly inspected, or you believe the fabric does not conform to your original order, you must advise us in writing within two (2) days of receipt of the delivery. Failure to do so waives any and all claims you may have against us. Do not dispose of the shipping carton(s) or packaging; no returns can be accepted without the original packaging. Naturally occurring variations in color do not, in and of themselves, constitute a “defect.”

6.4 If we give our written consent to a cancellation or a return, we shall charge and you agree to pay: (a) in the case of a cancellation before shipment, a service charge of 20% of the net wholesale price of the merchandise; (b) in the case of a return, a service charge of 40% of the net wholesale price of the merchandise, plus all applicable additional charges.

6.5 Gretchen Bellinger Inc will not refund any payments for merchandise that has been shipped but which the customer subsequently returns to Gretchen Bellinger Inc. Gretchen Bellinger Inc will also not refund any payment for a customer’s cancelled merchandise order. If a customer either returns merchandise to Gretchen Bellinger Inc or cancels a merchandise order, Gretchen Bellinger Inc will offer credit to the customer for any payments made for returned merchandise or a cancelled merchandise order less the 40% restocking fee or 20% cancellation fee, as applicable. This credit may only be used for and applied to a subsequent merchandise order within one (1) year of the receipt of returned merchandise or cancellation date. There will be no exceptions to this refund policy.

6.6 Upon receipt of our written consent for a return, merchandise should be rewrapped in the same manner as the original package, and shipped to our warehouse at 24 Mill Street, Albany, NY 12204, USA insurance and freight prepaid. All returns are at your risk and expense.

7. Furniture

7.1 Payment in full is due at the time you place your furniture order. If you have previously established credit with us, your furniture order must be accompanied by a 70% non-refundable deposit.

8. Special Notes

8.1 Gretchen Bellinger Inc does not provide any guarantees or warranties with respect to the fabrics or other goods it sells other than, with respect to fabrics, continuing guarantees filed with the Federal Trade Commission under The Textile Fiber Products Identification Act and The Wool Products Labeling Act of 1939. There are no warranties of the merchantability or fitness for a particular purpose.

8.2 Without limiting the generality of the foregoing, the fabrics sold by Gretchen Bellinger Inc are not guaranteed against shrinking, wrinkling, creasing, fading, wear, abrasion, seam slippage, running, staining, washing, discoloration from contact with any liquid (including water), exposure to atmospheric conditions, damage by pests, fire or flame, or the effects (including, but not limited to, change in color or texture) of any alteration, treatment, processing or the application of a finish (flame resistant, water repellent, stain resistant, dye, etc.).

8.3 We shall gladly provide you with a copy of the results of independent testing on our products or arrange for independent testing to be done on any of our products if we are advised of the requirements to be met. However, we cannot guarantee the results of any such testing and do not guarantee that our products meet any specific industry, government or other codes or standards.

8.4 Handling instructions for Bellinger™ fabrics include, but are not limited to, the following.
• Do not stand fabric bolt on end.
• Do not drop carton or bolt of fabric contained within.
• Velvet should be kept in suspended packing cartons until ready for installation.
• Velvet should be handled by two (2) people (one at each end of bolt) to avoid crushing.

8.5 Gretchen Bellinger Inc cannot guarantee the satisfactory treatment, installation or application of its fabrics as it is for the client’s professionals to select the methods and techniques to be employed and as the selection, skill, care and performance of those treating, installing, applying or otherwise handling the fabric are beyond our control.

8.6 We are not responsible for pile loss if a pile fabric (such as velvet, épingle, frisé, etc.) is applied directly over foam rubber.

8.7 Our fabrics are not intended for use in wearing apparel or for any other use specified in the Flammable Fabrics Act.

8.8 A modification or waiver of any of these Terms and Conditions of Sale will be effective only if made in writing and signed by you and an officer of Gretchen Bellinger Inc and will be effective only for the specific order or transaction referenced in the modification or waiver. Gretchen Bellinger Inc’s failure to insist upon strict adherence to any of these Terms and Conditions of Sale will not be construed as a waiver of any subsequent breach or default of the same or a similar nature.

8.9 All disputes arising from transactions with regard to the goods described in the Textile Collection brochure, the goods enumerated on the price list or any goods ordered from Gretchen Bellinger Inc are to be decided in accordance with the substantive law of the State of New York.

8.10 Any controversy or claim arising out of or relating to these Terms and Conditions of Sale, or the breach thereof, will be settled by arbitration in New York City in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

8.11 If you desire further information, please write Gretchen Bellinger Inc at 24 Mill Street, Albany, NY 12204, USA; Telephone 518 445 2400; Facsimile 518 445 1200; customerservice@gretchenbellinger.com.