UNIVERSITY FURNISHINGS TERMS AND CONDITIONS

Ownership of Site; Agreement to Terms of Use

These University Furnishings Terms and Conditions (“Terms”) apply to all products, goods and services (the “Products”) sold by University Furnishings, L.P. (“University”) to customers (the “Customers”) anywhere in the world. By purchasing Products, or by signing or accepting a contract for Products, or by using this website, the Customer agrees to these Terms. If the Customer does not agree completely with these Terms, do not purchase Products from University and do not use this website (the “Site”).

University reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms at any time. It is the Customer’s responsibility to check these Terms periodically for changes. The Customer’s continued use of the Site following the posting of changes will mean that the Customer accepts and agrees to the changes. As long as the Customer complies with these Terms, University grants the Customer a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to University, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without University’s express prior written consent.

The Customer may use information on the Products and University’s services purposely made available by University for downloading from the Site, provided that the Customer may (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for the Customer’s personal, non-commercial informational purpose and does not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

Use of the Site

The Customer may not use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. University reserves the right to bar any such activity.

The Customer may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any University server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

The Customer may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. The Customer may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of University, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than the Customer’s own information, as provided for by the Site.

The Customer agrees not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or University’s systems or networks, or any systems or networks connected to the Site or to University.

The Customer agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

The Customer may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal the Customer may send to University on or through the Site or any service offered on or through the Site.

The Customer may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of University or others.

Changes

University may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and University makes no commitment to update the materials on the Site with respect to such products and services.

Accounts, Passwords and Security

Certain features or services offered on or through the Site may require the Customer to open an account (including setting up a University ID and password). The Customer is entirely responsible for maintaining the confidentiality of the information the Customer holds for the Customer’s account, including the Customer’s password, and for any and all activity that occurs under the Customer’s account as a result of the Customer failing to keep this information secure and confidential. The Customer agrees to notify University immediately of any unauthorized use of the Customer’s account or password, or any other breach of security. The Customer may be held liable for losses incurred by University or any other user of or visitor to the Site due to someone else using the Customer’s University ID, password or account as a result of the Customer failing to keep the Customer’s account information secure and confidential.

Disclaimers

University does not promise that the Site or any University content, service or feature of the Site will be error-free or uninterrupted, or that any defects will be corrected, or that the Customer’s use of the Site will provide specific results. The Site and its Content are delivered on an “as is” and “as available” basis. All information provided on the Site is subject to change without notice. University cannot and does not ensure or represent that any files or other data the customer downloads from the Site will be free of viruses or contamination of destructive features. University disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose. University disclaims any and all liability for the acts, omissions and conduct of any third parties in connection with or related to the Customer’s use of the Site. The Customer’s sole remedy against University for dissatisfaction with the Site or any Content is to stop using the Site or any such Content. This limitation of relief is a part of the bargain between the parties.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

University reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

Except where prohibited by law, in no event will University be liable to the Customer for any indirect, consequential, exemplary, incidental or punitive damages, or lost profits, even if University has been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms, University is found to be liable to the Customer for any damage or loss which arises out of or is in any way connected with the Customer’s use of the Site or any Content, University’s liability shall in no event exceed US$100.00.

Indemnity

The Customer agrees to indemnify and hold University, its officers, directors, shareholders, members, managers, partners, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against University by any third party due to or arising out of or in connection with the Customer’s use of the Site.

Violation of These Terms of Use

University may disclose any information University has about the Customer if University determines that such disclosure is necessary in connection with any investigation or complaint regarding the Customer’s use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) University’s rights or property, or the rights or property of visitors to or users of the Site. University reserves the right at all times to disclose any information that University deems necessary to comply with any applicable law, regulation, legal process or governmental request. University also may disclose the Customer’s information when University determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

The Customer acknowledges and agrees that University may preserve any transmittal or communication by the Customer with University through the Site or concerning any Products offered on or through the Site, and may also disclose such data if required to do so by law or if University determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of University, its employees, users of or visitors to the Site, and the public.

The Customer agrees that University may, in its sole discretion and without prior notice, terminate the Customer’s access to the Site and/or block the Customer’s future access to the Site if University determines that the Customer has violated these Terms or other agreements or guidelines which may be associated with the Customer’s use of the Site. The Customer also agrees that any violation by the Customer of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to University, for which monetary damages would be inadequate, and the Customer consents to University obtaining any injunctive or equitable relief that University deems necessary or appropriate in such circumstances, without posting a bond, or, if a bond is required by applicable law, then a bond in the amount of $1,000.00 shall be deemed and admitted to be adequate. These remedies are in addition to any other remedies University may have at law or in equity.

The Customer agrees that University may, in its sole discretion and without prior notice, terminate the Customer’s access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by the Customer (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If University does take any legal action against the Customer as a result of the Customer’s violation of these Terms, University will be entitled to recover from the Customer, and the Customer agrees to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to University. The Customer agrees that University will not be liable to the Customer or to any third party for termination of the Customer’s access to the Site as a result of any violation of these Terms.

Governing Law

The Customer acknowledges that any transaction between the Customer and University bears a reasonable relation to the State of Texas and agrees that the law of Texas will govern the rights and duties of the parties to the transaction. The Customer specifically intends that the provisions of the Texas Business and Commerce Code, as amended, will apply to the interpretation of these Terms, except where these Terms expressly provide otherwise.

Description Not of Bargain

The Customer agrees that the description of the Products by University in a contract, on the Site, in the Content or otherwise, shall be only for purposes of identification and not to be made part of the basis of the bargain between the parties.

Warranties

There are no express warranties relating to the Products, except as may be expressly stated elsewhere herein. The terms and conditions of any and all express warranties issued by University (collectively, “Seller’s Warranty”) in connection with the Products shall be as follows:

1. The Customer shall provide University with written notice (“Warranty Notice”) within thirty (30) days after the discovery by the Customer of any issue, matter, circumstance or condition that constitutes or results in a claim by the Customer in connection with the Seller’s Warranty. By so notifying University, the Customer authorizes University or its designee to investigate any and all such warranty claims. If such investigation reveals that the cause of the warranty claim is outside the scope of the Seller’s Warranty, the investigation and any repair costs associated therewith shall be paid by th Customer.
2. If, upon inspection, University determines that the matter subject of a Warranty Notice is covered by Seller’s Warranty, the Customer’s remedies and University’s liability in connection therewith shall be limited to the repair and/or replacement of the particular Products subject of the Warranty Notice, not including the cost of freight or delivery, the latter of which shall be borne by the Customer.
3. Notwithstanding anything else contained herein or in any other agreement between the Customer and University, University shall not be liable, and the Customer shall be entitled to no warranty remedies, in the event of any one or more of the following:
   1. The Products are damaged by natural disasters, conditions, events, or circumstances including, but not limited to, lightning, fire, insect infestation or damage, earthquake, tornado, hail, hurricanes, mold, fungi, wood rot, termites, water damage, or similar or related causes unrelated to the quality of the Products.
   2. The Products are damaged by any intentional or negligent acts, accidents, misuses, abuse, vandalism, civil disobedience, terrorism, or similar or related causes.
   3. The Products are exposed to acids, oils, harmful chemicals, pollutants, hazardous materials or waste, or other foreign substances which cause physical damage or deterioration to the Products.
4. The Seller’s Warranty shall be null and void, and shall be inapplicable to any Products to the extent that any of the following shall occur:
   1. If, after delivery by University of the Products, there are any alterations to the Products or repairs made by a party other than University.
   2. Failure by the Customer to use reasonable care in maintaining and caring for the Products.
5. The Customer shall not be entitled to any benefits or rights with regard to Seller’s Warranty until the Customer has paid in full the purchase price for the Products.
6. With regard to Seller’s Warranty, University shall not be liable for any incidental, consequential, punitive or other damages, including, without limitation, lost profits or damage to the Customer’s other property or contents under any theory of law or equity.
7. Notwithstanding any other provision contained herein, University shall not be liable for any warranty benefits or remedies unless the Customer provides timely notice to University of a warranty claim within the period of time (duration) specified for the existence of the warranty for a particular item of the Products.
8. Seller’s Warranty shall cover and apply to the following items, for the duration specified for each item:

   ITEM		WARRANTY
   a.	Chairs	5 years
   b.	Bar Stools	5 years
   c.	Desks	5 years
   d.	Bed Frames	5 years
   e.	Armoires	5 years
   f.	Night Stands	5 years
   g.	Head Boards	5 years
   h.	Mattresses	5 years
   i.	Tables	5 years
   j.	Entertainment Centers	5 years
   k.	Sofas	11 years, with respect to the frame only
   l.	Love Seats	11 years, with respect to the frame only

Disclaimer of Implied Warranty of Merchantability

University disclaims any warranty of merchantability with respect to the Products, and the Customer agrees to accept the Products without any warranty of merchantability.

Disclaimer of Implied Warranty of Fitness

University disclaims any warranty of fitness for any particular purposes whatsoever with respect to the Products, and the Customer agrees to accept the Products without any warranty of fitness.

Right to Inspection

The Customer has the right to inspect all Products tendered for delivery before delivery is considered complete. This inspection may take place only at the place for delivery. If the Customer rejects any such goods, they will be returned to University at the expense of University. The Customer will not be charged for goods properly rejected as being nonconforming. Any goods not rejected by the Customer within seven (7) days after delivery shall be deemed to be acceptable and conforming.

Rejection Procedure

The Customer shall pay for the Products by cashier’s check, wire transfer or other immediately available funds. The Customer may also pay by credit card. However, University imposes a surcharge on purchases made by credit card that is not greater than University’s cost of acceptance of credit card purchases. University does not impose a surcharge on purchases made by debit card or by prepaid card. To the extent prohibited by state law, University does not impose a surcharge on purchases made by credit card with regard to purchases governed by the laws of Colorado, Connecticut, Kansas, Maine, Massachusetts or Oklahoma (or any other applicable law or statute). Additional disclosures required by the states of Maine and New York will be made at the point of sale. University intends to comply strictly with all such laws, statutes, regulations and codes which prohibit, restrict, qualify or condition the imposition of credit card surcharges, and, to the extent that any such surcharge imposed by University is found or deemed to be in violation or any such law, statute, regulation or code, such surcharge will be refunded upon request.

Interest

If the purchase price for the Products is not paid by Customer to University in full within ten (10) days after the delivery of the Products to the Customer, the unpaid principal balance thereof shall bear interest at the rate of eighteen percent (18%) per annum from the delivery date until paid. The Customer and University intend to comply strictly with all applicable usury laws. These Terms and all agreements between the Customer and University, whether now existing or hereafter arising and whether written or oral, are hereby, limited so that in no contingency, whether by reason of demand or acceleration of the maturity hereof or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to University exceed the maximum amount permissible under applicable law. If, for any circumstance whatsoever, interest would otherwise be payable to University in excess of the maximum lawful amount, the interest payable to University shall be automatically reduced to the maximum amount permitted under applicable law; and if from any circumstance University shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal owed by the Customer and not to the payment of interest, or if such excessive interest exceeds the unpaid balance owed by the Customer, such excess shall be refunded to Customer. All interest paid or agreed to be paid to University shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal (including the period of any renewal or extension hereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the Customer and University.

Title

University shall retain title to all of the Products until full payment for all of the Products is made by the Customer to University and the Products are delivered to the Customer.

Situations When Performance Excused

University shall not be liable for any delay or failure to deliver any or all of the Products if the delay or failure is caused or occasioned, in whole or part, by any cause, circumstance, factor or condition that is beyond University’s control, including, without limitation, labor disputes, strikes, terrorism, war, accident, weather or fire damage to, or destruction in whole or in part of, merchandise or manufacturing facilities, lack of or inability to obtain raw materials or finished goods, labor, fuel, or supplies, or storm, fire, flood, climate, epidemics, pandemics, disease, quarantine, virus, bacterial infection, piracy, embargo, internet failure or interruption, electronic or digital virus, malware or attack, or any natural occurrence.

Miscellaneous

The following miscellaneous provisions shall apply to the sale and delivery of the Products:

1. These Terms contain the sole, only and entire agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter hereof. No representations, warranties or promises not expressly contained herein shall be binding upon the parties.
2. In the event that any one or more of the provisions contained in these Terms shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these Terms shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
3. These Terms shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by these Terms.
4. The responsibilities, obligations or benefits of the parties shall not be assigned by either party without the prior written consent of the other party.
5. All obligations of the parties created in connection with the sale or delivery of Products are performable in whole or in part in Dallas County, Texas, where venue shall lie for any action brought hereunder or brought between the parties hereto.
6. The covenants contained in these Terms which, by their terms, require or contemplate their performance after the completion of the sale and delivery of the Products, shall be enforceable notwithstanding the sale and delivery of the Products.
7. The headings or captions of the numbered paragraphs are for convenience only and shall not limit or enlarge the scope or meaning of the various and several paragraphs hereof.
8. Words of any gender used in these Terms shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires.
9. For purposes of these Terms: (a) those words, names or terms which are specifically defined herein shall have the meaning specifically ascribed to them; (b) the words “hereof,” “herein,” “hereunder,” and words of similar import, when used in these Terms, shall refer to these Terms as a whole and not to any particular provision of these Terms; (c) all references to designated “Articles,” “Sections,” and to other subdivisions are to the designated Articles, Sections and other subdivisions of these Terms; (d) all references to “Dollars” or “$” shall be construed as being United States dollars; (e) the term “including” is not limiting and means “including without limitation”; and (f) all references to all statutes, statutory provisions, regulations or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation or similar administrative provision as in force at the date of these Terms and as may be subsequently amended.
10. All notices to University shall be in writing and shall be delivered to the address for such party set forth below by facsimile or electronic mail, with an additional copy delivered personally, by United States mail or by delivery service, and shall be effective upon receipt.

UNIVERSITY FURNISHINGS, L.P.
2149 South Jupiter Road
Garland, Texas 75041-6003

Telephone: (469) 685-5167
Facsimile: (972) 346-6240