Terms & Conditions of Sale and Services

1. Estimates, Quotes, and Scope of Work

All products and services included in an order or project will be identified in the applicable estimate, quote, sales order, invoice, or other written project documentation.

Unless specifically included in writing, Urban Decors' scope does not include electrical work, structural modifications, painting, drywall or plaster repair, carpentry, moving furniture, flooring work, masonry, removal or disposal of existing products, permits, scaffolding, specialty access equipment, or work performed by other trades.

Additional work requested or required outside the approved scope may result in additional charges and changes to the project schedule.

Quotes are valid for the period stated on the quote. After expiration, pricing may be revised to reflect changes in materials, labor, freight, supplier pricing, tariffs, taxes, or other costs.

Urban Decors may decline an order or discontinue credit terms where permitted by law, including for credit risk, production capacity, safety concerns, incomplete information, or work outside Urban Decors' reasonable capabilities.

2. Customer Accounts and Payment Terms

Customer accounts may be established under one of the following payment arrangements:

• Payment Before Delivery / Proforma
• Net 30, when approved
• Credit Card
• Other payment terms specifically stated in writing

Urban Decors may require a deposit, including a deposit of up to 50%, before purchasing materials, beginning fabrication, manufacturing custom products, or scheduling certain services.

Where the Customer has authorized credit card payment, Urban Decors may charge the authorized card according to the payment terms stated on the applicable order or invoice.

A $50 returned-payment fee may be charged for returned checks or rejected payments where permitted by law.

Net 30 invoices that remain unpaid after the due date may be assessed a $20 late fee. Beginning on the 45th day from shipment, overdue balances may also accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower.

Urban Decors may change or withdraw credit terms based on payment history or credit considerations.

Past-due balances may result in suspension of purchasing, production, shipping, delivery, installation, warranty service, or additional orders where permitted by law.

If an account is referred for collection, the Customer will be responsible for reasonable collection costs, collection agency fees, court costs, and attorneys' fees to the extent permitted by law.

Requests for correction of pricing or invoicing errors should be submitted in writing within 30 days of the invoice date.

3. Orders and Order Information

Orders, revisions, and cancellations must be submitted or confirmed in writing. Written communication may include email, electronic ordering systems, approved electronic documents, or other written methods accepted by Urban Decors.

Verbal instructions alone will not constitute an approved order or order revision unless subsequently confirmed in writing.

Customers are responsible for reviewing orders for accuracy and completeness before approval.

An order is considered complete for production scheduling only when Urban Decors has received all required information, approvals, deposits, materials, measurements, and answers to outstanding questions.

Orders received by 12:00 noon Eastern Time may be treated as received that business day for production scheduling purposes. Orders received later may be treated as received the following business day.

Duplicate orders submitted and processed as separate orders remain the Customer's responsibility.

When a minor fabrication detail has not been specified, Urban Decors may use customary workroom standards, manufacturer specifications, and reasonable professional judgment.

4. Measurements

Accurate measurements are essential to custom window treatment products.

When Urban Decors performs field measurements, those measurements are intended specifically for the products and installation methods included in the applicable project.

Measurements provided by the Customer, designer, architect, contractor, installer, builder, or another third party will be relied upon as provided unless Urban Decors expressly agrees in writing to verify them.

The Customer is responsible for correctly identifying each room, window, door, opening, and installation location.

When products are manufactured or ordered using Customer or third-party measurements, the Customer is responsible for costs resulting from inaccurate or incomplete measurements unless the error was caused by Urban Decors.

Changes to windows, trim, flooring, cabinetry, walls, ceilings, framing, mounting surfaces, or other construction after final measurement may require remeasurement, product modification, remakes, or additional installation charges.

5. Product Specifications and Approval

Before materials are ordered or fabrication begins, the Customer is responsible for reviewing applicable product specifications.

Specifications may include:

• Product type
• Fabric or material
• Color and finish
• Lining and interlining
• Pleat or heading style
• Fullness
• Finished dimensions
• Mounting method
• Hardware
• Hardware finish
• Control type
• Control side
• Cord, chain, wand, or motor location
• Motorization
• Quantity
• Room and window location
• Decorative trim
• Pattern placement
• Openness factor
• Light-filtering or blackout characteristics
• Other project-specific details

Approval of a quote, sales order, drawing, specification, or other approval document authorizes Urban Decors to purchase materials and begin fabrication or manufacturing.

Changes after approval may result in additional charges, delays, or product remakes.

6. Custom Fabrication and Manufacturing

Urban Decors manufactures and supplies custom products according to the specifications provided or approved for each project.

Custom products may include:

• Draperies
• Roman shades
• Valances
• Cornices
• Cushions
• Fabricated shades
• Custom hardware
• Traverse rods
• Decorative rods
• Specialty hardware
• Wave Fold / ripplefold systems
• Other made-to-order products

Custom fabrication involves both materials and professional services, including planning, engineering, workroom labor, fabrication, finishing, assembly, adjustment, and other work required to produce the finished item.

Finished products may have reasonable manufacturing tolerances based on material characteristics, construction methods, product dimensions, manufacturer specifications, and customary industry practices.

Urban Decors reserves the right to decline materials, specifications, construction methods, or requested work that Urban Decors reasonably determines to be unsuitable, unsafe, structurally inappropriate, or inconsistent with its fabrication standards.

7. Drapery, Fabric, and Textile Characteristics

Textiles are flexible materials and do not behave like rigid manufactured products.

Depending on the material selected, fabrics may naturally:

• Stretch or relax after installation
• Change length with temperature or humidity
• Bow or twist
• Display wrinkles or movement
• Have visible seams or joins
• Show minor weave irregularities
• React differently to steaming or pressing
• Display variations in texture or sheen
• Require dressing after installation
• Allow light through stitching or seams

These characteristics may be more noticeable with linen, silk, velvet, natural fibers, embroidered fabrics, loose weaves, blended textiles, and other specialty materials.

Finished dimensions may change slightly as textile products acclimate to the installation environment.

Blackout lining significantly reduces light transmission through the fabric but does not guarantee complete room darkness. Light may remain around edges, center openings, mounting surfaces, hardware, or other gaps.

Such normal textile characteristics are not necessarily manufacturing defects.

8. Pattern Matching and Fabric Layout

Pattern placement and matching depend on fabric width, repeat size, product dimensions, available yardage, pattern consistency, fabric defects, and construction requirements.

Urban Decors will use reasonable workroom practices when matching patterns, but exact pattern placement or continuous matching may not be possible in every application.

If a specific pattern position, motif placement, or matching requirement is critical to the project, it must be identified and approved before fabrication begins.

Additional fabric or labor may be required for special pattern-placement requirements.

9. Customer-Supplied Materials

Customer-supplied fabric, trim, hardware, motors, accessories, or other materials must be suitable for the intended application and supplied in sufficient quantity.

Urban Decors may inspect Customer-supplied materials but cannot guarantee detection of concealed defects, weaving irregularities, shortages, incorrect labeling, dye-lot differences, flaws, unstable materials, shrinkage, or other conditions before fabrication.

Additional material may be required because of:

• Pattern repeat
• Pattern placement
• Fabric defects
• Usable width
• Shrinkage
• Cutting requirements
• Fabrication methods
• Directional fabrics
• Matching requirements

Urban Decors is not responsible for delays caused by late or incomplete delivery of Customer-supplied materials.

Urban Decors is not responsible for the replacement cost of Customer-supplied materials when a problem results from an inherent defect, instability, shortage, inaccurate specification, or other condition outside Urban Decors' reasonable control.

10. Samples, Colors, and Finish Variations

Samples are intended to represent the general appearance of a material or finish but may not exactly match the finished product.

Natural and manufactured materials may reasonably vary in:

• Color
• Tone
• Grain
• Texture
• Weave
• Sheen
• Pattern
• Dye lot
• Opacity
• Finish

Colors displayed on websites, computer monitors, phones, photographs, catalogs, or printed materials may not accurately reproduce the appearance of the physical product.

When an exact color or finish is important, the Customer should approve an appropriate physical sample or strike-off before manufacturing.

11. Wood Products and Custom Finishes

Wood is a natural material. Variation in grain, density, tone, color, and absorption of stain is inherent to wood products and is not considered a defect.

Different pieces of wood, including rods, rings, finials, and brackets, may absorb stain and finish differently.

Natural wood may expand, contract, move, or develop minor checking or small cracks in response to changes in temperature and humidity.

Customers should maintain reasonably stable environmental conditions and avoid exposing wood products to excessive moisture, heat, or other conditions outside their intended use.

Hand-applied, sprayed, stained, and specialty finishes may have reasonable variations in tone, texture, and appearance.

Where Urban Decors requires a custom finish strike-off, Customer approval must be obtained before final finishing. A $35 net strike-off charge may apply unless otherwise stated.

Approval of a strike-off acknowledges that reasonable variation may still occur between the sample and individual finished components.

12. Hardware and Mounting

Hardware selection and mounting recommendations are based on information reasonably available when the order is quoted or measured.

Walls, ceilings, window frames, trim, blocking, framing, and other mounting surfaces must be capable of supporting the selected products.

Hidden steel, concrete, plumbing, electrical wiring, ductwork, structural members, inadequate blocking, deteriorated surfaces, or other concealed conditions may require different mounting hardware, additional labor, specialty equipment, or changes to the installation method.

Fixings, screws, or anchors supplied with a product are provided for common applications and may not be appropriate for every mounting surface.

The person performing the installation is responsible for evaluating the mounting surface and selecting appropriate fasteners and installation methods.

13. Motorized and Automated Window Treatments

Motorized window treatments may depend on batteries, electrical power, wiring, transformers, hubs, bridges, remotes, Wi-Fi networks, mobile applications, third-party automation systems, or manufacturer cloud services.

Unless specifically included in the written scope, Urban Decors does not provide:

• Line-voltage electrical work
• Low-voltage wiring
• New electrical outlets
• Structural wiring modifications
• Network installation
• Wi-Fi troubleshooting
• Third-party smart-home programming

The Customer is responsible for ensuring required electrical power, wiring, network access, Wi-Fi coverage, passwords, compatible devices, and third-party systems are available when required.

Battery life varies based on product size, frequency of use, battery type, environmental conditions, and manufacturer specifications.

Third-party applications, voice assistants, home-automation platforms, networks, and manufacturer cloud services may change or become unavailable after installation. Urban Decors cannot guarantee the continued operation or compatibility of systems controlled by third parties.

Additional programming or integration work outside the approved scope may be charged separately.

14. Production and Lead Times

Production dates and lead times are estimates unless Urban Decors expressly guarantees a completion date in writing.

Production schedules may be affected by:

• Fabric and material availability
• Supplier delays
• Manufacturer schedules
• Backorders
• Freight delays
• Custom finishing
• Customer approvals
• Customer-requested changes
• Customer-supplied material
• Holidays
• Seasonal production volume
• Weather
• Conditions outside Urban Decors' reasonable control

Lead time begins only after the order is complete and Urban Decors has received all required information, approvals, deposits, and materials.

A date shown on a sales order confirmation generally indicates the anticipated date the order will be completed, shipped, or ready for Will Call by the end of that business day, unless otherwise stated.

Projects involving products from multiple suppliers or production departments may be completed in separate stages.

15. Rush Orders

Rush production is available only when specifically accepted by Urban Decors.

Urban Decors may decline a rush request based on material availability, workload, product complexity, or other production considerations.

Unless otherwise quoted:

• Orders targeted for completion within 8 working days may incur a 25% rush surcharge.
• Orders targeted for completion within 5 working days may incur a 50% rush surcharge.

Rush timing begins only after the order is complete and all materials, approvals, and required information have been received.

Rush orders generally cannot be canceled, placed on hold, or materially changed after they have entered production.

Changes requested on a rush order may affect the scheduled completion date even when Urban Decors agrees to the change.

16. Shipping and Delivery

Unless otherwise stated, shipped orders are FOB Urban Decors' warehouse, and applicable delivery or freight charges are the Customer's responsibility.

Shipping charges may include packaging and handling.

Certain products may require special packaging, crating, oversized freight, additional handling, or specialty transportation. These costs may be added to the order.

A $15 packaging and handling charge per rod may apply to custom traverse rods exceeding 120 inches unless otherwise stated.

Freight and delivery dates are estimates and may be affected by carriers and conditions outside Urban Decors' control.

Customers should not schedule installers or other trades based solely on an estimated shipping date unless the product has been confirmed as ready or received.

17. Will Call Orders

Will Call completion dates indicate that the order is expected to be ready by the end of the stated business day. Customers should generally plan pickup for the following business day unless otherwise confirmed.

Payment Before Delivery / Proforma and applicable Credit Card accounts must be paid according to their payment terms before or at pickup.

The Customer should verify that the vehicle, equipment, personnel, and packaging arrangements used for pickup are suitable for the size and type of product.

Urban Decors is not responsible for damage occurring after a Will Call order has been released to the Customer or the Customer's carrier unless the damage resulted from defective packaging provided by Urban Decors.

Orders not picked up within four weeks may be subject to storage charges or other applicable charges.

Custom-made goods remain the Customer's responsibility and cannot be converted into returnable merchandise merely because they were not picked up.

18. Order Changes and Revisions

All changes must be submitted or confirmed in writing.

Standard-order changes may be accepted within five working days of order receipt when production status permits.

Changes to rush orders generally must be submitted within 24 hours and may not be possible once production has begun.

A $20 change charge may apply to Customer-requested changes received more than 48 hours after the original order.

Changes required solely to clarify incomplete order information may be handled without a change charge at Urban Decors' discretion.

Changes to shipping instructions may generally be made without charge before shipment, although carrier or rerouting charges may apply.

Any revision may change the production or shipping date.

Once material has been cut, ordered, fabricated, finished, assembled, or otherwise committed to the project, changes may require additional charges up to and including replacement of the affected product.

19. Cancellations and Order Holds

Cancellation and hold requests must be submitted in writing.

Subject to applicable law, orders canceled or placed on hold more than 48 hours after acceptance may be subject to a $25 cancellation charge plus a 25% restocking or production charge.

Once an order has been in process for more than five working days, or once custom materials have been cut, fabricated, finished, ordered, or otherwise committed, cancellation charges may be up to 100% of the affected order value.

Custom-made products, cut rods, custom traverse rods, fabricated treatments, and other products made to Customer specifications are generally noncancelable once production or purchasing commitments have been made.

Rush orders generally cannot be canceled or placed on hold after acceptance.

These restrictions do not override cancellation rights that apply under federal, state, or local law.

20. Legally Required Cancellation Rights

Certain consumer transactions entered into at a Customer's home or another location away from Urban Decors' regular place of business may carry a legally required right to cancel.

When such a cancellation right applies, Urban Decors will provide the legally required cancellation notice and applicable cancellation period.

Any legally required Notice of Cancellation or other statutory right controls over conflicting provisions of these Terms.

Nothing in these Terms is intended to waive a consumer right that cannot legally be waived.

21. Return Policy

No merchandise may be returned without prior authorization from Urban Decors.

Before returning merchandise:

1. Contact Urban Decors for approval.
2. Obtain a Return Authorization ("RA") number.
3. Clearly identify the RA number on the returned package.

Unauthorized returns may be refused.

Unless the return results from an Urban Decors error or covered defect, the Customer is responsible for return freight.

Eligible stock merchandise is subject to a 35% restocking fee unless Urban Decors agrees otherwise in writing.

Returnable merchandise may include unused standard rings, brackets, and finials when returned in resalable condition and within the applicable return period.

The following are generally nonreturnable:

• Custom-made products
• Products made or modified to Customer specifications
• Cut rods
• Custom traverse rods
• Fabricated window treatments
• Wave Fold / ripplefold carriers
• Snap tape
• Custom-finished products
• Discontinued products
• Limited-edition products
• Used or installed merchandise
• Products altered after delivery

Return requests must generally be made within 30 days of the invoice date.

Approved return credits are normally issued as an account credit to be applied against open invoices or future purchases rather than a cash, check, or credit card refund, except where otherwise agreed or required by law.

22. Missing, Damaged, or Incorrect Merchandise

Orders should be inspected promptly upon receipt.

Visible shipping damage, missing packages, shortages, or obvious discrepancies should be reported to Urban Decors within 48 hours of delivery whenever reasonably possible so that carrier and supplier claims can be made promptly.

Packages showing significant visible shipping damage should be documented before opening. When appropriate, the Customer should refuse visibly damaged freight and notify Urban Decors immediately.

When Urban Decors is responsible for arranging shipment, Urban Decors will assist with applicable shipping claims.

If Urban Decors determines that merchandise is defective or was supplied incorrectly by Urban Decors, Urban Decors may, depending on the circumstances:

• Repair the product
• Replace the affected component
• Replace the product
• Correct the fabrication
• Provide another appropriate remedy

When merchandise is returned as allegedly defective and examination determines that the merchandise is not defective, applicable freight, inspection, service, or return charges may be charged to the Customer.

The 48-hour inspection period for visible shipping issues does not eliminate rights that may apply to concealed defects or valid warranty claims discovered later.

23. Installation Site Readiness

When Urban Decors provides installation services, the installation area must be reasonably ready and accessible before the scheduled appointment.

The Customer is responsible for providing:

• Safe access to the property
• Access to all installation locations
• Clear working areas
• Suitable mounting surfaces
• Completed construction affecting the installation area
• Required electrical power and wiring
• Property or building authorization
• Reasonable parking and loading access

Furniture, artwork, electronics, valuables, and fragile items near the installation area should be moved or appropriately protected before installation.

If the site is not ready or accessible, installation may need to be rescheduled and additional trip, labor, storage, or remobilization charges may apply.

24. Installation Services Provided by Urban Decors

When installation is included in the order, Urban Decors will install the products according to the approved project scope and conditions reasonably available at the installation site.

Installers may make reasonable field adjustments necessary for proper operation, alignment, and appearance.

Windows, walls, floors, ceilings, trim, and other architectural surfaces are not always level, square, plumb, or symmetrical. Installed products may reveal existing construction variations that cannot reasonably be corrected by the window treatment.

The Customer is responsible for identifying known electrical wiring, plumbing, security systems, hidden utilities, radiant systems, or other concealed conditions before installation.

Urban Decors installers will use reasonable care but cannot identify all concealed conditions inside walls, ceilings, floors, or window openings.

Minor holes and normal mounting marks associated with proper installation are considered part of the installation process.

Patching, painting, refinishing, drywall repair, plaster repair, or repair of pre-existing surfaces is not included unless specifically stated in writing.

25. Customer or Third-Party Installation

When products are installed by the Customer, the Customer's contractor, or another third party, that installer is responsible for determining proper mounting methods, fasteners, structural support, site suitability, and compliance with applicable installation requirements.

Urban Decors is not responsible for damage, product failure, personal injury, removal, reinstallation, or other costs caused by improper or unauthorized third-party installation.

Modification of Urban Decors products by an unauthorized party may affect applicable warranty coverage when the modification causes or contributes to the claimed problem.

Urban Decors is not responsible for reimbursement of installation or repair work performed by another company or individual without Urban Decors' prior written authorization.

26. Unforeseen and Concealed Site Conditions

Installation may reveal concealed or unusual physical conditions that could not reasonably have been identified during normal inspection or measurement.

Examples include:

• Hidden steel
• Concrete
• Plumbing
• Electrical wiring
• Structural members
• Inadequate blocking
• Damaged framing
• Deteriorated surfaces
• Unusual wall construction
• Undocumented building conditions

When such conditions materially affect the installation, Urban Decors may pause work and discuss available options with the Customer.

Additional labor, materials, equipment, return visits, or modifications required because of unforeseen site conditions may result in additional charges.

27. Additional Work and Change Orders

Work outside the original approved scope may require a written change order or additional authorization.

Additional work may affect:

• Product pricing
• Material quantities
• Labor
• Installation
• Freight
• Production schedules
• Delivery dates

Urban Decors may pause affected work until the change and any associated charges have been approved.

28. Project Completion and Installation Inspection

Customers should inspect completed installation and workmanship as soon as reasonably possible.

Visible damage, missing components, installation concerns, or other readily observable issues should be reported promptly, preferably within 48 hours after completion.

Minor adjustments, service items, or punch-list issues that do not materially prevent use of the products may be completed separately.

The existence of a minor service or punch-list item does not automatically suspend payment obligations unless otherwise required by law or agreed in writing.

A condition that could not reasonably have been discovered during the initial inspection may still be considered under the applicable warranty.

Urban Decors must be given a reasonable opportunity to inspect and, where appropriate, correct an alleged workmanship or product issue before the Customer engages another party to perform corrective work for which reimbursement is requested.

29. Limited Warranty

Unless a different written warranty applies, Urban Decors warrants Urban Decors-manufactured merchandise against manufacturing defects for one year from the date of purchase.

This warranty does not cover conditions caused by:

• Normal wear and tear
• Misuse or abuse
• Accidents
• Improper cleaning
• Improper storage
• Excessive heat or moisture
• Climatic or environmental conditions
• Building movement
• Improper installation by others
• Unauthorized alterations
• Improper maintenance
• Use outside the product's intended application
• Conditions outside applicable product specifications

Products manufactured by third parties are subject to the applicable manufacturer's warranty rather than Urban Decors' manufacturing warranty.

Urban Decors must be given a reasonable opportunity to inspect a claimed defect and, when appropriate, repair or replace the affected product or component.

For a valid warranty claim, Urban Decors may elect to repair, replace, or otherwise correct the affected Urban Decors-manufactured product or component.

Warranty coverage does not include unauthorized third-party labor, removal, reinstallation, freight, travel, or related costs unless Urban Decors agrees in writing or applicable law requires otherwise.

Installation and other services performed by Urban Decors will be performed in a professional and workmanlike manner.

No provision of this warranty excludes rights or warranties that cannot legally be excluded.

30. Product Performance and Child Safety

Window treatment products must be operated and maintained according to applicable manufacturer instructions.

Safety devices, tensioners, anchors, stops, or other safety components supplied with a window treatment must remain properly installed and used.

Customers should not remove, disable, or modify required safety components.

Products used in homes or other areas accessible to children should be selected, installed, and maintained in accordance with applicable product safety requirements and manufacturer instructions.

31. Taxes and Resale Certificates

Applicable sales tax will be collected when required by law.

Georgia customers purchasing for resale must provide a valid resale certificate before Urban Decors can treat an eligible transaction as tax exempt.

Customers purchasing from other jurisdictions are responsible for providing any exemption documentation required for tax-exempt treatment.

The Customer is responsible for taxes that become payable because information or exemption documentation supplied by the Customer was inaccurate, invalid, or incomplete.

32. Communications and Electronic Documents

The Customer is responsible for providing accurate contact information and reviewing order confirmations, approvals, invoices, scheduling notices, specifications, and other project communications.

Urban Decors may use email, electronic documents, customer portals, electronic signatures, and other electronic communications in connection with orders and projects.

Customers should promptly notify Urban Decors of changes to their contact information or authorized representatives.

33. Electronic Acceptance and Version of Terms

Acceptance of a quote or sales order confirms that the Customer has reviewed and approved the applicable:

• Scope of work
• Product specifications
• Quantities
• Measurements or measurement responsibility
• Pricing
• Deposit and payment schedule
• Production requirements
• Shipping or delivery requirements
• Installation requirements
• Approved drawings or supporting documents
• Referenced version of these Terms & Conditions

Electronic acceptance may include clicking an approval or acceptance button, electronically signing a document, or another electronic method clearly indicating acceptance.

Urban Decors may retain the date, time, transaction number, document version, acceptance record, and other information associated with the acceptance.

The version of these Terms referenced when an order is accepted will remain the applicable version for that order unless the parties subsequently agree otherwise in writing.

Urban Decors may revise these Terms for future transactions. Publication of a revised version does not automatically replace the version previously accepted for an existing order.

34. Conditions Outside Urban Decors' Reasonable Control

Urban Decors is not responsible for delays caused by circumstances outside its reasonable control, including:

• Supplier or manufacturer delays
• Material shortages
• Freight disruptions
• Customs or import delays
• Labor interruptions
• Severe weather
• Natural disasters
• Government actions
• Utility interruptions
• Building-access restrictions
• Customer or contractor delays
• Other similar circumstances

Urban Decors will make reasonable efforts to communicate significant changes and continue performance when conditions permit.

35. Limitation of Liability

To the fullest extent permitted by applicable law, Urban Decors will not be responsible for indirect, incidental, special, punitive, or consequential damages arising from an order, product, delay, or service.

Where legally permitted, Urban Decors' aggregate liability arising from a particular product or service will not exceed the amount paid to Urban Decors for the product or service giving rise to the claim.

These limitations do not apply to liability that cannot legally be limited or excluded.

Nothing in these Terms limits any non-waivable rights available under applicable law.

36. Customer Responsibility for Customer-Caused Losses

To the extent permitted by law, the Customer is responsible for losses, additional costs, or claims resulting from:

• Incorrect measurements supplied by the Customer or its representatives
• Incorrect specifications supplied or approved by the Customer
• Customer-supplied defective materials
• Unauthorized product modifications
• Improper installation by the Customer or third parties
• Customer or third-party negligence
• Undisclosed site conditions known to the Customer
• Failure to follow product operating or maintenance instructions

This provision does not make the Customer responsible for losses caused by Urban Decors' own negligence or breach of its obligations.

37. Delinquent Accounts

If a delinquent account is referred for collection, the Customer will be responsible for reasonable costs of collection, including collection agency fees, attorneys' fees, and court costs, to the extent permitted by law.

Overdue balances may accrue finance charges according to the payment terms stated in these Terms or the applicable invoice, subject to maximum rates permitted by law.

Payment of an outstanding balance does not prevent Urban Decors from requiring different payment terms on future orders.

38. Governing Law and Venue

These Terms and transactions with Urban Decors will be governed by the laws of the State of Georgia, without regard to conflict-of-law principles, except where another jurisdiction's law must apply.

Unless prohibited by applicable law, the Customer agrees that disputes arising from a transaction with Urban Decors may be brought in the appropriate state or federal court having jurisdiction in or over Gwinnett County, Georgia, and consents to venue in that location.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions governed by these Terms.

39. Entire Agreement and Severability

The accepted quote or sales order, approved project documentation, these Terms & Conditions, and any written change orders constitute the agreement concerning the applicable order or project unless another signed agreement expressly states otherwise.

If a provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.

A failure by Urban Decors to enforce a provision on one occasion does not constitute a permanent waiver of that provision.

40. Questions Regarding These Terms

Questions concerning an order, project, warranty, return, installation, or these Terms & Conditions should be directed to Urban Decors before an order is approved whenever clarification is needed.

Customers are encouraged to review all specifications, pricing, measurements, payment requirements, and applicable Terms before authorizing custom production.