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Terms and Conditions

  1. Parties; Work. “FDG” means GECN HOLDINGS, LLC, d/b/a FURNITURE DESIGN GALLERY, acting by and through its authorized representatives, employees, and subcontractors. “Customer” means the person or persons (collectively) accepting an Estimate, together with the Customer(s) listed on the Estimate (if different), jointly and severally. These Terms & Conditions (these “Terms”), together with the estimate (the “Estimate”), as well as all addenda and exhibits included therewith (such as design drawings and the subsequent invoice), as well as any additional pages describing the Work appended hereto constitute the entire, final, and exclusive agreement between FDG and the Customer concerning the subject matter hereof (collectively, the “Agreement”). The Agreement represents the entire, final, and exclusive form of agreement and understanding made by and between the parties with respect to the subject matter hereof, and expressly supersedes all prior and contemporaneously agreements, representations, and understandings made by or between the parties with respect to the subject matter hereof. All capitalized terms on foregoing and any additional pages describing the Work which may be appended hereto shall have the meanings ascribed to them in these Terms. The term “Work” means the written scope of work set forth in the Estimate and subsequent Invoice (and any additional pages describing the Work appended thereto), together with any modifications, additional/supplemental work, or change orders. “Substantial Commencement” means the start of production. “Substantial Completion” means the date upon which the Work has been substantially accomplished, as determined by FDG, less any punch list or minor corrective work. This Agreement shall not be valid unless and until FDG starts production. All commencement, completion, and other dates stated by FDG are ROUGH APPROXIMATIONS only, and are not intended to be or be construed as guarantees of any kind. Customer grants FDG the right to take ‘before and after’ photos and to publish the Property on a ‘references’ list which may be given to prospective customers.
  2. Terms of Payment. Time is of the essence with regards to all of Customer’s obligations under this Agreement. Unless otherwise set forth in an Estimate, the balance of all amounts owed shall be do in full upon installation. If any payment is not received by FDG when due, FDG shall have the right, in addition to all other remedies it may have, to stop performance of the Work and keep the job idle until all past due payments are received.
  3. Additional Work. FDG is expressly permitted, but is not required, to perform work additional and/or supplemental to the Work which FDG determines is reasonably necessary to a completed job, and Customer’s execution of this Agreement shall constitute Customer’s prior written authorization and request for the same. The cost for such additional or supplemental work shall be agreed upon in a change order, or, if no such change order is executed, then the cost shall be at FDG standard and customary labor rates, together with the cost of all materials, plus 25% for profit and overhead on all of the foregoing. The Customer acknowledges that is their sole responsibility to, prior to FDG’s commencement of Work, inform the FDG of any pre-existing damage, defects, or conditions at the Property that may affect the Work. FDG is not responsible for the correction, repair, or replacement of any work arising from or relating to hidden or pre-existing conditions at the Property, or building code updates. Customer understands and agrees that the Indemnified Parties shall not be liable for damage to, or responsible for the replacement of any property or aspects of the Property.
  4. Cumulative Remedies; No Oral Agreements. All rights and remedies of FDG arising from or relating to this Agreement are in addition to, and not to the exclusion of any other rights or remedies which may be available to FDG, whether at law or in equity. FDG and Customer agree that neither party, nor its agents (whether actual or apparent) have the capacity or authority to alter or modify the provisions of this Agreement orally. This Agreement may only be amended in the form of a writing signed by an authorized representative of FDG. This Agreement may be executed in counterparts (electronic or otherwise), each of which shall constitute an original but, when taken together, shall constitute one and the same Agreement. If the Customer includes more than 1 person, all rights of FDG against Customer, and all liability of Customer arising from or relating to this Agreement shall be joint and several. No failure to enforce this Agreement or to insist upon the Customer’s strict performance hereunder by FDG shall be deemed a waiver of FDG’s rights hereunder.
  5. Customer’s Responsibilities. Customer is solely responsible and liable for all of the following: (i). providing water, electrical power, unfettered access to the Property, and toilet facilities to FDG and its agents; (ii). providing a storage and staging area on the Property for FDG’s equipment and materials, if requested or required; (iii). removing, relocating, protecting from the Work (and reinstalling after the Work) all personal property, fixtures, vehicles, equipment, and other items present at the Property which is in proximity to FDG’s Work (and FDG is expressly authorized, but is not required, to remove and relocate any such items, and any damage resulting therefrom shall not be the responsibility of FDG); (iv). obtaining permission from the property owner (if different than customer) for FDG’s agents to enter upon their land in order to access the Work area (and in such instance Customer hereby agrees to indemnify, defend, and hold harmless Contractor from and against any loss, liability, injury, damage, death, cost, fee, fine, or expense arising from or relating to FDG’s agent’s entrance upon such land); and (v). coordinating with other contractors, guests, licensees, and invitees on, at, or near the property, and preventing such persons from interfering with the Work (and in such instance FDG shall have no liability for damages resulting therefrom); and (vi). any interior damage, loss, or destruction resulting from fire, flood, or any weather events at the Property before, during, and after the Work. In the absence of a written change order signed by FDG, FDG is not responsible for the repair, correction, or replacement of any portion of the Property or Work damaged by intervening or superseding causes, such as weather events.
  6. Variations. Customer acknowledges and understands that there can be slight variations in stain color due to the nature of wood products that may be fabricated or installed by FDG and,  for painted finishes, there is always the risk of small hairline cracks due to wood expansion and contraction with temperature differences. Customer understands, acknowledges, and agrees that such matters are outside of the FDG’s control, and FDG is NOT responsible for repair or replacement of any products due to such matters.  
  7. Limitation of Liability. Notwithstanding anything contained in this Agreement or applicable law to the contrary, FDG shall not under any circumstances be liable to Customer, the Property owner, or any third party for any indirect, special, incidental, consequential, punitive, or exemplary damages, including, but not limited to lost profits, arising from or relating to this Agreement, the Work, or the actions, inactions, or negligence of any of the Indemnified Parties, even if FDG has been made aware of the possibility of such damages. To the maximum extent permitted under applicable law, the total amount of damages which FDG may be held liable to Customer for shall not exceed the Total Agreement Amount.
  8. Installation Liability. The Customer acknowledges and understands that the performance of the Work, including but not limited to installation of furniture and other materials by the FDG, carries inherent risks, including potential damage to the Property and its contents, personal injury, and other unforeseen issues. To the fullest extent permitted by law, the Customer hereby releases, waives, discharges, and covenants not to sue the Indemnified Parties (as defined in section 12 hereof) from and against any and all claims, demands, liabilities, damages, losses, or expenses, including but not limited to those arising from property damage, personal injury, or death, whether caused by the negligence of the Indemnified Parties or otherwise, arising out of or relating to the performance of the Work or any activities associated with this Agreement. The Customer acknowledges that they have been informed of the risks associated with the Work and voluntarily assumes all risks of loss, damage, or injury, including death, that may be sustained as a result of the performance of the Work or any related activities, whether caused by the negligence of the Indemnified Parties or otherwise.
  9. Fees & Costs; Collections. In the event any sum due FDG hereunder remains outstanding past 30 days, FDG shall be authorized to charge, and Customer hereby agrees to pay, interest on such outstanding amount at the rate of 1.5% per month from the date when due. In the event that any legal action is taken by either party to enforce any provision of this Agreement against the other party, the prevailing party therefrom shall be entitled to recover from the non-prevailing party all costs, fees, and expenses arising from such legal action, including accounting costs, court costs, attorneys’ fees, and all other reasonably related expenses. In the event the Customer breaches this Agreement, or attempt to terminate the same prior to payment in full, the Customer shall be liable to FDG for, in addition to all other damages, all costs, fees, and expenses incurred or likely to be incurred by FDG, including restocking and similar fees associated with materials ordered for the Work. Customer acknowledges that nonpayment may result in a claim of lien being placed on the Property.
  10. Venue & Jurisdiction. Venue for any legal action, or mediation arising from or relating to (i). this Agreement; (ii). the Work; or (iii). the action or inaction of FDG or its employees, contractors, or agents while on or at the Property, shall be proper, convenient, and exclusively held in the courts of the county wherein FDG’s principal place of business is located. Prior to initiating any legal action against FDG, Customer covenants to participate in mandatory pre-suit mediation between Customer and FDG as set for the below. Failure to do so will entitle FDG to recover its attorney’s fees and court costs incurred in defending and/or dismissing such suit.
  11. Waiver of Jury Trial. BOTH PARTIES HERETO EXPRESSLY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION ARISING FROM OR RELATING TO THIS AGREEMENT OR THE WORK, AND EXPRESSLY CONSENT TO THE JURISDICTION AND VENUE OF THE FOREGOING COURTS.
  12. Mandatory Pre-Suit Mediation. AS AN EXPRESS AND ABSOLUTE CONDITION PRECEDENT TO THE INSTITUTION OR MAINTENANCE OF ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT, EXCEPT FOR ACTIONS BY FDG AGAINST CUSTOMER FOR NONPAYMENT, THE PARTIES EXPRESSLY AGREE TO FIRST ATTEND MANDATORY PRE-SUIT MEDIATION. MEDIATION SHALL OCCUR WITHIN NINETY (90) DAYS OF A PARTY’S REQUEST FOR THE SAME, WHICH SHALL BE IN WRITING. MEDIATOR’S FEES SHALL BE BORNE IN EQUAL SHARES BY THE PARTIES. A PARTY’S REFUSAL TO ATTEND MEDIATION OR TIMELY SELECT A MEDIATOR SHALL RELEASE THE OTHER PARTY FROM THE CONDITION PRECEDENT ESTABLISHED HEREIN.
  13. Indemnification; Release of Liability. To the fullest extent permitted by law, the Customer hereby covenants and agrees to indemnify, protect, defend, save, and hold harmless FDG and its agents, affiliates, clients, suppliers, employees, and customers, as well as the employees, contractors, subcontractors, agents, customers, and suppliers of each of them (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, actions, liabilities, losses, damages, expenses, and costs, including, but not limited to reasonable attorney’s fees, brought or alleged against, or incurred by any of the Indemnified Parties arising out of or resulting from the Customer’s actions, inactions, errors, omissions, breach of this Agreement, or negligence, as well as any conditions present on, at, or near the Property. Customer hereby expressly, absolutely, and irrevocably waives all defenses, whether arising in equity or at law, which may now or hereafter be available to Customer, as to the validity and enforcement of this Agreement, including, but not limited to duress, estoppel, failure or lack of consideration, fraud, misrepresentation, lack of capacity, unconscionability, unclean hands, or undue influence. The Customer hereby expressly, irrevocably, voluntarily, and knowingly waives, releases, and discharges all Indemnified Parties from any and all claims, demands, and causes of action of any kind, whether at law or in equity, arising from or relating to any loss, damage, injury, or death, even if caused by an Indemnified Party, occurring on, at, or near the Property, or relating to the Work.
  14. Limited Warranty. As Customer’s sole and exclusive remedy for defective or deficient Work, and as FDG’s sole obligation hereunder for the same, FDG will, at its option, and only for the periods set forth below, running from the date of Substantial Completion, at its option either correct or pay for the cost of correction of any documented defect in workmanship which is brought to its attention by Customer in writing. This warrantee is non-transferrable. This warranty does not cover defects in materials, and Customer shall look exclusively to the manufacturer of such materials for replacement, correction, or warranty work. However, neither FDG nor the manufacturer of any materials shall be liable to Customer or any third party for issues relating to the appearance, performance, or durability of any Work which result from a Force Majeure Event, or the acts, omissions, or negligence of third parties or the Customer. THERE ARE NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, OTHER THAN THOSE WHICH APPEAR ON THE FACE HEREOF. FDG EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The warranty period, running from the date of Substantial Completion is twelve (12) months. Notwithstanding any of the foregoing, FDG’s warranty excludes re-used products, lamps, items furnished by others, unauthorized service, or negligent care of (or failure to properly maintain) any items. All provisions of this Agreement which would, by their ordinary nature and intent, survive the termination hereof, shall so survive upon termination of this Agreement, regardless of reason or cause, or by whom it is terminated. The foregoing includes all release, waiver, discharge, indemnification, and other similar provisions of this Agreement.
  15. Force Majeure. FDG’s performance of its Work may be delayed, prevented, made impracticable, or made cost prohibitive due to unforeseeable and unavoidable delays or circumstances, including, but not limited to, those caused by federal, state or municipal actions, statutes, ordinances or regulations, acts of god, pandemics, epidemics, biological risks, public health emergency, state of unrest or emergency, hurricanes, earthquakes, war, terrorism, civil strife, strike, material or labor shortage, increase in the cost of materials or labor, or any act, condition, thing, or circumstance which is either beyond FDG’s reasonable control, is unforeseen or unanticipated by FDG, or would render FDG’s continued performance impossible, impracticable, or cost ineffective as determined by FDG in its sole and absolute discretion (each, a “Force Majeure Event”, and collectively, “Force Majeure Events”).  If FDG determines, in its sole and absolute discretion, that a Force Majeure Event has occurred, then FDG shall be entitled to, at its option, do any of the following: (i). receive a reasonable extension and modification of the terms of this Agreement (including the Agreement Amount and schedule); or (ii). suspend or terminate this Agreement or Change Order (as the case may be), in which case Customer shall be responsible for all actual costs, fees, and expenses actually incurred by FDG to the date thereof, together with all costs, fees, or expenses to be incurred thereafter which cannot be reasonably avoided by FDG. Under no circumstances shall FDG be deemed in breach of this Agreement, or to have abandoned the project in the event of a Force Majeure Event.
  16. SMS Program Disclosures. You will receive periodic messages from FDG. Message frequency may vary. Reply STOP to unsubscribe or HELP for assistance. Standard messaging and data rates may apply. For more information, see our privacy policy at www.furnituredesigngallery.com/privacy-policy Opting In: By signing up for our SMS Program, you consent to receive  informational messages (Project updates, Appointment reminders, Order confirmations, 2FA) via text. Consent is not required for purchases. Message and data rates may apply. Frequency may vary. – Opting Out: To stop receiving texts, reply STOP to any message. You may receive a confirmation text upon opting out. Only these exact commands will be honored. Cost and Frequency: Standard messaging and data rates apply. Message frequency varies based on your engagement. – Support: For help, reply HELP to any message or email [email protected]. Opt-outs must be done via text.