FLORIAN DESIGNS LLC

Trade Terms and Conditions of Sale

Version 2.5 • May 2026

1. Pricing

All prices in USD. Prices for products sourced from outside the United States may be subject to change based on currency exchange rate at time of order confirmation. Quotes are valid for thirty (30) days from issue date, after which Florian Designs reserves the right to revise pricing at its sole discretion without notice. Florian Designs reserves the right to add a design or coordination fee for excessive customizations, non-standard configurations, additional technical drawings, or similar requests beyond standard quote preparation.

2. Payment

Unless otherwise specified in the signed quote, fifty percent (50%) deposit is due upon order confirmation and the remaining fifty percent (50%) balance plus actual shipping costs and any applicable taxes is due before shipment from origin. Deposits shall be non-refundable for custom-engraved, custom-finish, custom-configured, or made-to-order products. Specific payment terms for each order shall be stated in the signed quote and shall govern. ACH transfer preferred. Wire transfer accepted. Credit card accepted with a 3% surcharge. All payments shall be in United States Dollars.

If Customer fails to make timely payment, Florian Designs may cease production, refuse to deliver any goods, and Customer shall immediately become liable for the unpaid balance and all damages. Customer agrees to pay Florian Designs’ cost of collection for overdue invoices, including reasonable attorneys’ fees.

3. Late Fees

A late fee of two percent (2%) per month (24% per year) will be charged on past-due accounts. Florian Designs reserves the right to suspend further orders, services, or shipments until past-due balances are paid in full.

4. Resale Certificate

If purchasing for resale, Customer must provide a valid resale certificate from the applicable state prior to invoicing. Otherwise applicable sales tax will be charged.

5. Lead Time and Production

Lead times vary by product and shall be stated in the signed quote. No order shall enter production until Florian Designs has received both the deposit and signed order confirmation, including any custom artwork or specifications. Custom engraving, custom finishes, custom configurations, or made-to-order products may extend lead time. Customer acknowledges that certain manufacturers observe annual factory closures (typically summer for European manufacturers), during which lead times are extended. Florian Designs will advise of specific timing impacts at time of order confirmation.

6. Custom Orders

Engraved products, custom finishes, custom configurations, and made-to-order products are non-cancellable and non-refundable once artwork is approved and production has begun. Custom orders include any product with custom engraving, non-standard finish, custom dimensions, customer-supplied materials (COM/COL), or any other modification specifically requested by Customer.

7. Shipping and Risk Transfer

Shipping is billed at actual carrier cost. Estimated shipping costs are provided at the time of quote based on then-current carrier rates and will be reconciled at time of shipment; any difference between estimate and actual will be invoiced or credited to Customer.

Products are shipped Delivered Duty Paid (DDP) to the ship-to address on the order. Import duties and customs clearance are managed by Florian Designs as importer of record. All risk of loss or damage passes to Customer upon delivery to the address of record. Florian Designs retains a security interest in the goods until the purchase price is paid in full.

8. Inspection and Delivery Damage

Upon delivery, Customer must inspect all packaging for visible damage that may have occurred in transit. If damage is visible, Customer shall note “Received with Damage” on the Delivery Receipt provided by the carrier and shall send a copy to Florian Designs within twenty-four (24) hours. Failure to provide such receipt may bar Florian Designs from making an insurance claim on Customer’s behalf.

Customer must inspect products immediately upon receipt and notify Florian Designs in writing of any inoperable or visibly damaged products within five (5) business days of receipt. Failure to provide timely written notice within five (5) business days shall constitute acceptance of the product. Claims arising after that period fall under the applicable Limited Warranty (Section 11).

9. Product Safety and Recall

In the event a product safety notice or recall is initiated by a manufacturer or Florian Designs, Customer shall promptly cease distribution of affected products upon written notice, cooperate fully with recall instructions, and assist in notifying any downstream parties or end users as directed.

10. Compliance and Certification

Products vary in certification status (UL, ETL, CE, or other applicable certifications). Florian Designs identifies certification status in the product documentation provided with the quote. Customer is responsible for confirming that the products selected are appropriate for the intended application, for compliance with applicable local codes, and for any inspection requirements.

11. Warranty

Florian Designs passes through manufacturer warranties to Customer in accordance with the applicable Limited Warranty Statement for each product purchased. Limited Warranty Statements vary by product category and are made available to Customer at the time of order or upon request, with current versions accessible at www.floriandesigns.com/pages/warranty. Florian Designs provides no warranty in addition to the applicable manufacturer warranty unless expressly stated in writing in the Limited Warranty Statement for the relevant product. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE APPLICABLE LIMITED WARRANTY STATEMENT, FLORIAN DESIGNS GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. Returns

Return policy varies by product category and shall be stated in the signed quote and applicable Limited Warranty Statement. Unless otherwise specified in the signed quote, custom-engraved, custom-finish, custom-configured, and made-to-order products are non-returnable. Standard products: thirty (30) day return window for unopened and unused product, subject to a 25% restocking fee. Customer pays return shipping. No returns shall be accepted without Florian Designs’ prior written authorization and shipping instructions.

13. Installation

Electrical products including switches, dimmers, lighting, and related controls must be installed by a licensed electrician in accordance with applicable local codes, manufacturer instructions, and inspection requirements. Florian Designs is not responsible for damage, malfunction, code violations, or injury resulting from installation by an unlicensed person, improper installation, or installation contrary to manufacturer specifications.

14. Product Specification

Customer is responsible for confirming that product specifications meet the requirements of the intended application, including compatibility with control systems, electrical infrastructure, and environmental conditions. Florian Designs provides product information based on manufacturer documentation but does not provide engineering or design certification.

15. Customer Insurance

Customer purchasing for resale or installation in a commercial project shall maintain commercial general liability insurance with minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, covering bodily injury, property damage, and personal injury arising from or related to Customer’s business operations, including the sale, specification, installation, and servicing of products purchased from Florian Designs. Such insurance shall name Florian Designs as an additional insured on a per-project basis where required and shall include Products & Completed Operations coverage. Customer shall provide certificates of insurance evidencing such coverage upon Florian Designs’ request, and shall provide thirty (30) days’ written notice of any cancellation, non-renewal, or material change in coverage. Customer’s insurance obligations shall survive termination of this agreement.

16. Indemnification by Customer

Customer shall indemnify, defend, and hold Florian Designs and its directors, officers, employees, and agents harmless from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

• Customer’s installation, resale, modification, application, or use of the products;
• Claims by Customer’s own customers, end users, contractors, or any third party in Customer’s distribution or installation chain;
• Customer’s failure to comply with applicable codes, regulations, or installation requirements;
• Any representation made by Customer to a third party regarding the performance, regulatory status, or suitability of the products beyond manufacturer documentation; or
• Any modification or alteration of products not authorized in writing by Florian Designs.

This indemnification does not apply to claims arising from defects in the products themselves, which are covered by the applicable manufacturer warranty.

17. Intellectual Property

All intellectual property rights, designs, specifications, drawings, and related materials in the products remain the exclusive property of the manufacturer and/or Florian Designs. Customer receives only a limited, non-exclusive, non-transferable right to use purchased products in the ordinary course of its business operations. Customer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, copy, modify, create derivative works of, or attempt to discover or recreate any products or designs.

18. Confidentiality

Each party acknowledges it may receive confidential and proprietary information from the other party, including without limitation pricing terms, trade discount levels, technical specifications, customer lists, and business strategies (“Confidential Information”). The receiving party agrees to: (i) maintain confidentiality using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely as necessary to perform under these Terms and Conditions; (iii) limit access to those employees with a need to know; and (iv) not disclose such information to any third party without prior written consent. These obligations shall survive termination for a period of five (5) years; provided that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret.

19. Assignment

Customer may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under these Terms and Conditions without Florian Designs’ prior written consent, which consent may be withheld in Florian Designs’ absolute and sole discretion. Florian Designs may assign these Terms and Conditions or any of its rights or obligations hereunder without consent or notice to Customer. Any attempted assignment in violation hereof shall be null and void.

20. Default

A “Default” shall occur if Customer: (i) materially breaches any provision of these Terms and Conditions and fails to cure such breach within five (5) business days after written notice from Florian Designs; (ii) makes any unauthorized modification or alteration to products; (iii) violates the intellectual property or confidentiality provisions; (iv) fails to maintain the insurance coverage required hereunder; (v) makes an unauthorized assignment; or (vi) fails to pay any amount when due.

If Customer defaults, Customer shall be liable for direct damages incurred by Florian Designs, including loss of reasonably anticipated profits. The remedies set forth herein are cumulative and in addition to any other remedies available at law or in equity.

21. Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws and regulations in performance of its obligations hereunder. Customer is responsible for ensuring that its clients and end users are informed of and responsible for all regulatory requirements applicable to their specific facility type, jurisdiction, and use of the products.

22. Force Majeure

Florian Designs shall not be liable for any damages, losses, or delays resulting from any cause beyond its reasonable control, including without limitation: supply chain disruptions; government actions; manufacturer production closures; customs or import delays; natural disasters; extreme weather; fire; flood; war (whether declared or undeclared); insurrection; riots; pandemics; acts of God; or shipping carrier delays. Florian Designs may, in its sole discretion, cancel or delay performance for any period it deems reasonably necessary due to any of the foregoing.

23. Limitation of Liability

FLORIAN DESIGNS’ TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THE QUOTE OR THE PRODUCTS SUPPLIED SHALL NOT EXCEED THE PRICE PAID FOR THE PRODUCTS GIVING RISE TO THE CLAIM. IN NO EVENT SHALL FLORIAN DESIGNS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUE, BUSINESS INTERRUPTION, OR LOSS OF USE, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. Nothing in this Section limits liability for fraud, willful misconduct, or gross negligence to the extent such limitation is prohibited by applicable law.

24. Dispute Resolution

If a dispute arises from or relates to these Terms and Conditions, the parties shall first endeavor to resolve the dispute through direct discussion. If unresolved, the parties shall attempt mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures, in San Francisco, California, before a single mediator applying California law.

If the dispute is not resolved within sixty (60) days of the commencement of mediation, the dispute shall be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules before a single arbitrator in San Francisco, California, applying California law. Judgment on the award may be entered in any court having jurisdiction. The prevailing party shall be entitled to recover reasonable attorneys’ fees, arbitration and mediation costs, and expert witness fees.

Nothing in this Section limits Florian Designs’ right to seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including enforcement of intellectual property rights or confidentiality obligations.

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE, OR IT SHALL BE FOREVER BARRED. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS; NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

25. Governing Law

These Terms and Conditions are governed by the laws of the State of California, without regard to its conflict of laws principles.

26. Order of Precedence and Entire Agreement

These Terms and Conditions, together with the signed quote or order confirmation and the applicable Limited Warranty Statement for each product, constitute the complete, final, and exclusive agreement between Florian Designs and Customer, superseding all prior and contemporaneous agreements, understandings, communications, and representations, whether oral or written. In the event of conflict between documents, these Terms and Conditions govern, followed by the signed quote or order confirmation, followed by the applicable Limited Warranty Statement.

27. Updates to These Terms

Florian Designs may update these Terms and Conditions from time to time. The version in effect at the time of Customer’s order shall apply to that order. For material changes affecting Customer’s rights or obligations under these Terms and Conditions, Florian Designs shall provide written notice to Customer at least thirty (30) days before the changes take effect. Customer’s continued ordering after such notice shall constitute acceptance of the updated Terms and Conditions.

28. General

These Terms and Conditions bind each party and their respective successors and permitted assigns. These Terms and Conditions do not create any partnership, joint venture, agency, or employment relationship. These Terms and Conditions may be signed in counterparts, including electronic copies pursuant to the E-SIGN Act and California UETA, each considered original and together forming one agreement. Any modifications must be in writing signed by both parties or made in accordance with Section 27. Any waiver of defaults or provisions must be in writing. If any part of these Terms and Conditions is found invalid or unenforceable, the remainder shall remain valid and shall be fairly interpreted to give maximum effect to the parties’ original intent. In these Terms and Conditions: singular includes plural and vice versa; “including” means “including but not limited to”; and headings are for convenience only and do not affect interpretation.

29. Project Registration

Trade customers may register a project by submitting the project name, site address, and end client name in writing to Florian Designs at projects@floriandesigns.com. Florian Designs will confirm registration within two (2) business days. A confirmed registration is valid for one hundred eighty (180) days and entitles the registering customer to their applicable trade discount on any order placed for that project during that period, provided the customer remains in good standing under the Trade Program. Conflicting registrations are resolved in favor of the earlier confirmed registration. Unregistered projects are not protected.

Florian Designs LLC • 1 Blackfield Drive, #256 • Tiburon, California 94920 • United States of America