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Retail Agreement

WHEREAS, the parties agree that the terms of the relationship between Romina Furniture and Retailer shall be governed by this Agreement;

WHEREAS, the Romina Furniture, through the expenditure of money, time and effort, has developed and is continuing to expand a distinctive group of products (the "Products") including but not limited to baby, kids and adult furniture, and other commodities sold under Romina Furniture’s licensed and affiliated brands;

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, Romina Furniture and Retailer agree as follows:

1. RIGHT TO SELL PRODUCTS

By entering this Agreement, Romina Furniture grants Retailer a non-exclusive, non-transferable, non-assignable right to display, use and retail Products manufactured or distributed under registered trademarks under Romina Furniture’s control. Retailer is thus allowed to engage in retail activities within the physical boundaries of her/his retail location as well as its website or equivalent online property. Retailer agrees not to sell the Products to any other retailers or other parties or marketplace which engages in product resale, co-op sales and/or distribution. Romina Furniture retains its right to review, approve or deny Retailer’s request to offer the Products for sale on shared e-Commerce platforms (such as Amazon, Wayfair, Houzz, etc.) or other retail activity which may be conducted outside the Retailer store’s physical boundaries. Retailer must, at all times, comply with Romina Furniture’s Advertised Pricing Policy.

Romina Furniture agrees, during the term of this Agreement, to supply the Products to Retailer at such times, and in such reasonable quantities as Retailer may order; provided, however, if at any time Romina Furniture’s supplies of the Products available for sale are insufficient to fill the order to all its Retailers, or other unforeseen circumstances, Romina Furniture may, in a reasonable manner, restrict the amount to be supplied to Retailer under this Agreement.

Prices of the Products sold to Retailer shall be Romina Furniture’s current prices at time of each order is accepted and confirmed. Romina Furniture reserves its right to change prices as necessary and when necessary and shall provide Retailer with written or electronic notice of any price changes in the Products, at least fifteen (15) days prior to the effective date of such price change.

2. SHIPPING

Unless otherwise expressly requested and/or arranged by the Retailer, Romina Furniture will ship the products via common or specialized shipping carrier of choice. The shipping costs shall be calculated at the time the Retailer’s order is prepared for shipping. Romina Furniture does not assume liability and/or responsibility for the quality of the said shipping service or actions, or damages caused by third-party companies providing such service. Should shipping incidents occur, such as damage or loss, parties agree to follow the carrier’s standard claim procedure. In the event that a shipping claim is open and/or still processed by third-party carriers at the time that an invoice payment is due, this shall not constitute exempt for payment, delay or abatement towards purchased merchandise payment requests.

3. PAYMENT TERMS

Retailer agrees to fulfill its payment obligations within terms and limits established through mutual agreement. Such payment terms will be posted on invoice and or disclosed through mail or electronic mail service. It is the Retailer’s responsibility to maintain the account current and pay its respective invoices within account terms. Prices of Romina Furniture’s Products are subject to change and no continuing pricing guarantees or arrangements are set forth. Romina Furniture reserves its right and may impose a convenience and/or processing fee for certain payment methods such as credit card or wire transfer.

To qualify for any active promotional offers which may be offered by the Romina Furniture, Retailer must maintain account active, current and free of overdue balances.

4. WARRANTY AND RETURNS

The only warranties or guarantees provided by Romina Furniture are set forth in our Limited Warranty section and are extended to the first owner of a Romina product, non-transferable and in effect at the time that the purchased commodity is taken possession of the its first owner. Romina Furniture disclaims all conditions, warranties or guarantees that are not expressly set forth therein and any implied conditions, warranties, and/or guarantees, including but not limited to product liabilities, performance or fitness for any particular use or action.

5. CHANGES

The terms of this Agreement may be revised by Romina Furniture without prior consent. Romina Furniture shall notify Retailer of such revisions by reasonable means, including by posting a revised Agreement through the Romina Furniture online property, electronic or traditional mail service. Any such changes, if not disputed by the counter party within thirty (30) days of their effective date or the date that the first notification, shall be constitute acceptance of such changes.

6. TRANSACTIONS

Retailer’s purchase of Romina Furniture manufactured, or branded products shall be commonly referred to as "Transaction". To complete a Transaction, the Retailer will submit an order and provide accurate shipping information. By submitting an order, Retailer authorizes Romina Furniture (Romina Furniture) to utilize any and all such information provided for purposes of facilitating its fulfillment and servicing of the order. Retailer shall be responsible for any applicable taxes as directed by federal or state government. Romina Furniture’s ordering system may automatically provide notifications or fulfillment estimates which do not constitute a binding term or fulfillment promise and shall be used exclusively for guidance and/or reference only.

7. INDEMNITY

Each party will defend, indemnify, save and hold harmless the other party, its officers, directors, agents, and employees from any and all third-party claims, demands, liabilities, judgments, damages, costs or expenses, including reasonable attorney’s fees (“Liabilities”), resulting from the indemnifying party’s breach of any material duty, representation, or warranty contained in this Agreement, except there shall be no obligation to indemnify, defend, save and hold harmless where Liabilities result from the gross negligence or knowing and willful misconduct of the other party.

8. TERMINATION

The Agreement may be terminated by either party at any time and for any reason upon the giving of thirty (30) days prior written notice to the other party. All Transactions and/or payment obligations open and in effect at the time that a termination notice is executed, are to remain valid and binding upon their respective parties.

9. GENERAL POLICY AND LIMITATIONS

The Retailer agrees to use commercially reasonable efforts to promote the distribution and sale of the Products. To the extent the Retailer desires marketing materials to sell the Products, such marketing materials shall be exclusively provided by Romina Furniture and must be used in a manner that is positive and promotes the distribution and sale of the Products.

Retailer will, and represents, and warrants that he/she will comply with all applicable Laws (meaning all applicable laws, regulations, legal requirements, and generally accepted industry standards and self-regulatory principles), including Laws related to marketing, packaging, consumer and product safety, product testing, labeling, pricing and packaging, in connection with this Agreement.

To the extent of any conflict between the terms and conditions of this Agreement and those of our Limited Warranty and/or any additional terms and conditions expressed in writing in other documents or forms, this Agreement shall prevail.

ONLINE AND MOBILE APPS TERMS OF USE: This Agreement hereby incorporates by this reference any additional Terms and Conditions posted by Romina Furniture, LLC ("Romina Furniture" “Company” or "We") on its online property, terms concerning the use of our current and future online and mobile websites, platforms, services, applications, and networks owned or operated by Romina Furniture, including without limitation, rominafurniture.com and silvafurniture.com.

IN NO EVENT SHALL ROMINA FURNITURE OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD-PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, OR FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ROMINA FURNITURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.