Last updated: August 30, 2026

1. Applicability and Acceptance

These Terms & Conditions of Sale (the “Terms”) apply to all quotations, proforma invoices, order confirmations, sales orders, invoices, sales, and deliveries by SEDALLO LLC (“SEDALLO,” “Seller,” “we,” “us,” or “our”) to any trade customer, buyer, designer, showroom, purchasing agent, procurement company, contractor, workroom, upholsterer, installer, or other business purchaser (“Customer,” “Buyer,” or “you”).

By placing an order, approving a proforma invoice, paying a deposit or invoice, requesting shipment, accepting delivery, or otherwise proceeding with an order, Customer acknowledges that it has received, read, understood, and agreed to these Terms.

All orders are subject to acceptance by SEDALLO. An order is accepted only when SEDALLO issues a written order confirmation, proforma invoice, sales order, or other written acknowledgment. SEDALLO may accept or reject any order in its discretion.

These Terms, together with the applicable proforma invoice, sales order, order confirmation, invoice, and any written specifications expressly accepted by SEDALLO, constitute the complete agreement between SEDALLO and Customer for the relevant order. Any terms or conditions contained in Customer’s purchase order, shipping instruction, workroom instruction, acknowledgment, portal, or similar document that conflict with, modify, add to, or are inconsistent with these Terms are rejected and will not apply unless expressly accepted in writing by an authorized officer of SEDALLO.

2. Prices, Quotations, Taxes, and Changes

All prices are quoted at net wholesale unless expressly stated otherwise. Prices exclude freight, packing, handling, insurance, customs duties, tariffs, brokerage charges, VAT, sales tax, use tax, and any other taxes, fees, or charges, all of which are Customer’s responsibility unless expressly included in writing.

Customers placing tax-exempt orders must provide a valid resale certificate or other applicable tax exemption documentation before invoicing. If valid exemption documentation is not provided, applicable sales tax will be added.

Prices are subject to change without prior notice before order acceptance. Quotes and estimates are valid for thirty (30) calendar days from the date issued unless a shorter validity period is stated. SEDALLO reserves the right to correct typographical, clerical, or manifest pricing errors before shipment. If Customer does not accept the corrected price, Customer may cancel only the affected unshipped portion of the order.

SEDALLO reserves the right to discontinue, modify, or change any pattern, color, construction, finish, width, weight, or other product attribute without prior notice. If a specific attribute is critical to Customer’s project, Customer must identify it in writing before placing the order so that SEDALLO can confirm the latest available information.

3. Payment Terms

All orders are pro forma. Payment is required before shipment by credit card, ACH, check, or wire transfer, unless otherwise stated on the applicable proforma invoice or sales order.

Payments above $8,000 must be made by check, ACH, or wire transfer. SEDALLO may refuse split payments intended to avoid this threshold.

For goods not in stock, special production, custom production, or made-to-order goods, a deposit of fifty percent (50%) of the order value is required before production begins, unless the applicable proforma invoice or sales order states otherwise. The remaining balance, including freight, packing, handling, taxes, duties, storage, and any other applicable charges, must be paid in full before shipment. SEDALLO reserves the right to require full payment before production for certain orders, products, or circumstances.

Customer may not withhold payment, deduct amounts, or set off any alleged claim against amounts due to SEDALLO unless SEDALLO has agreed in writing. SEDALLO may suspend production, shipment, reserves, or further performance until all required payments have been received and cleared.

If any amount becomes due to SEDALLO after shipment or as a result of storage, address correction, freight adjustment, chargeback, returned payment, collection matter, or other charge, Customer is responsible for paying such amount promptly. SEDALLO may charge interest at the lesser of 1.5% per month or the highest rate permitted by law on overdue amounts, and Customer is responsible for all reasonable collection costs, including reasonable attorney fees, incurred by SEDALLO in collecting amounts due.

4. Minimum Orders, Yardage, Panels, and Production Tolerances

The minimum fabric order is two (2) yards unless otherwise stated. For items marked as “sold by panel,” the minimum order is one (1) panel and orders must be placed in whole-panel increments. Certain items, colors, repeats, specialty goods, custom goods, or special productions may be subject to different minimums or increments.

For fabrics sold by repeat or panel, the ordered quantity may be rounded up to the nearest repeat or panel. Customer is responsible for calculating the correct yardage, number of repeats, and/or number of panels required for the project.

For custom, bespoke, special production, or made-to-order goods, a production tolerance of plus or minus five percent (+/- 5%) applies unless otherwise stated in writing. Any quantity produced within this tolerance must be accepted and paid for by Customer.

5. Reserves

Reserves may be placed on in-stock fabrics for up to ten (10) calendar days. SEDALLO may extend a reserve once for an additional ten (10) calendar days when inventory and project circumstances allow. Reserves are not guaranteed until confirmed in writing by SEDALLO.

If a reserve expires, the inventory hold will be released automatically and the goods may be sold to other customers. A new reserve must then be requested and confirmed, subject to availability.

6. Cutting for Approval (CFA)

Because dye lots, production lots, texture, hand, finish, and color may vary, Customer is responsible for requesting a Cutting for Approval (“CFA”) when a precise color, lot, or finish is important. SEDALLO may also recommend or require a CFA when appropriate.

CFA service is offered for orders above five (5) yards when available. For orders below five (5) yards, a CFA may be available for a fee of $30 for items stocked in the United States and $75 for items stocked in Italy. If SEDALLO recommends or requires a CFA, no CFA fee will be charged for orders below five (5) yards unless otherwise stated.

Customer may waive a CFA unless SEDALLO requires one. CFA approvals and CFA waivers must be submitted in writing and are considered Customer’s authorization to proceed and confirmation that the article, color, lot, and order details are correct. Once Customer approves or waives a CFA, SEDALLO may cut, ship, or continue production in reliance on that approval or waiver.

CFAs are not available for certain specialty products, patterned products, panel products, wallpapers, wallcoverings, discontinued goods, limited-stock goods, or other items as determined by SEDALLO. CFAs are shipped by USPS unless Customer provides a FedEx or UPS account number or requests expedited shipping at Customer’s expense.

7. Special Production, Custom Goods, Backorders, and Final Sale

Goods not in stock, special production goods, custom goods, made-to-order goods, backordered goods placed into production, treated goods, processed goods, cut goods, and goods ordered by panel or special repeat are final sale once production has been initiated, the goods have been cut, treated, processed, packed, or shipped, or the applicable cancellation period has expired.

Quoted completion dates, lead times, arrival dates, and shipping dates are estimates only and are not guaranteed. Lead times begin only after SEDALLO has accepted the order, received the required payment or deposit, received all required approvals and specifications, and resolved any open technical or commercial questions.

Customer is not entitled to cancel an order, reject goods, charge back amounts, or claim damages due to unexpected delays, including mill delays, raw-material shortages, dye-lot delays, production problems, transportation delays, customs delays, or other circumstances beyond SEDALLO’s reasonable control.

8. Cancellations, Changes, and Returns

Orders that have been cut, treated, processed, packed, shipped, placed into production, or specially ordered cannot be canceled, changed, or returned except for proven non-conformity accepted by SEDALLO under these Terms.

Any requested change to an order, including changes to article, color, quantity, shipping address, final use, treatment, or specifications, must be submitted in writing as soon as possible and will be accepted only if SEDALLO confirms in writing that the order has not been cut, packed, shipped, treated, processed, or placed into production.

Returns require prior written authorization from SEDALLO. If SEDALLO agrees to accept a return for reasons other than proven non-conformity, the goods must be unopened, unused, uncut, untreated, unaltered, in perfect condition, and in their original packaging. Approved returns are subject to a thirty percent (30%) restocking fee, plus any freight, handling, and other costs incurred by SEDALLO. No return will be accepted more than ten (10) calendar days after delivery unless expressly approved in writing by SEDALLO.

Customer is responsible for ordering the correct article, color, yardage, panel count, repeat count, width, and product type. Returns will not be accepted because Customer ordered excess quantity, changed its mind, selected the wrong article or color, changed project direction, failed to account for repeat or width, or failed to inspect before cutting or fabrication.

9. Shipping, Delivery, Address Corrections, and Storage

SEDALLO may arrange shipment as a service to Customer using its selected carrier or another commercially reasonable carrier. Shipments within the United States are generally sent by FedEx Ground or another suitable carrier without signature required unless otherwise stated. If Customer requires signature delivery, special handling, expedited service, declared-value coverage, or another specific shipping service, Customer must request it in writing before shipment, and additional charges may apply.

Fabrics in stock in the United States normally ship the same business day when the order is confirmed and payment is received by 11:00 AM Eastern Time, or the following business day when confirmed after 11:00 AM Eastern Time. Fabrics in stock in Italy normally ship within two (2) to three (3) business days after order confirmation and receipt of payment. Transit time for shipments originating in Italy is generally seven (7) to ten (10) business days, depending on destination, carrier service, customs clearance where applicable, and other circumstances.

All shipping and transit times are estimates and are subject to warehouse availability, carrier pickup schedules, order volume, holidays, customs clearance, and other operational factors. Tracking information will be provided to Customer when available.

Upon shipment, Customer is responsible for monitoring the shipment, verifying delivery, and confirming with any workroom, receiver, warehouse, installer, purchasing agent, procurement company, contractor, final client, or other third-party delivery address that the goods were received in good condition.

Any issue involving non-delivery, missing packages, shortage, visible damage, or delivery discrepancy must be reported to SEDALLO promptly and, in any event, within forty-eight (48) hours of the carrier’s recorded delivery date. SEDALLO is not responsible for claims reported late, including claims reported after carrier claim deadlines have expired or where the delay prevents a reasonable investigation or recovery from the carrier.

Carrier liability for lost, damaged, delayed, or misdelivered shipments may be limited by the carrier’s rules, tariffs, service guide, declared-value limits, exclusions, and claim procedures. Unless SEDALLO expressly agrees in writing before shipment to purchase additional declared-value coverage or other shipment protection for a specific shipment, SEDALLO does not guarantee that the carrier will reimburse the full invoice value of the goods in the event of loss, shortage, delay, misdelivery, or damage.

For shipments that appear lost in transit, Customer must notify SEDALLO promptly and cooperate in providing all information and documentation reasonably required to support a carrier claim or investigation. SEDALLO may assist with freight claims where appropriate; however, any credit, replacement, or refund is subject to verification of the loss or damage and to SEDALLO’s approval. SEDALLO’s assistance with any carrier claim does not constitute an admission of liability.

Customer is responsible for providing a complete and accurate delivery address, including any required business name, suite number, postal code, receiver name, phone number, loading dock information, access limitations, receiving hours, appointment requirements, and special delivery instructions. Any additional freight charges, address-correction fees, redelivery fees, storage fees, return charges, or other costs resulting from incorrect, incomplete, changed, or unavailable delivery information are Customer’s responsibility.

For international shipments, Customer must contact SEDALLO before placing the order. Depending on the destination, shipment characteristics, and available carrier services, SEDALLO may offer shipment under DAP (Delivered at Place), DDP (Delivered Duty Paid), or other agreed Incoterms® or shipping terms, as stated on the applicable proforma invoice or sales order.

Unless SEDALLO expressly agrees otherwise in writing, including through an agreed DDP arrangement, Customer is responsible for international freight, customs duties, tariffs, VAT, brokerage, import taxes, customs formalities, destination-country charges, and compliance with applicable import requirements. DDP service may not be available for all destinations or shipments.

If goods are ready for shipment and Customer delays payment, shipping authorization, delivery instructions, pickup, or acceptance of delivery, SEDALLO may store the goods at Customer’s cost and risk. Storage fees may be charged beginning fifteen (15) calendar days after notice that the goods are ready for shipment unless otherwise agreed in writing.

10. Delivery to Workrooms, Upholsterers, Installers, or Third Parties

If Customer requests delivery to a final client, workroom, upholsterer, installer, receiver, warehouse, purchasing agent, procurement company, contractor, or any other third-party location, Customer remains responsible for ensuring that such third party receives, inspects, and confirms the goods promptly upon delivery.

Customer is responsible for providing the recipient with all necessary order information, including article name, color, lot, face side, direction, repeat, intended use, care instructions, CFA or identification cutting, and any special handling instructions. Customer should arrange for the recipient to inspect the shipment immediately and to report any issue to Customer and SEDALLO within the applicable claim period.

No claim will be accepted after goods have been cut, treated, sewn, fabricated, upholstered, installed, or otherwise used if the alleged issue could have been discovered by reasonable inspection before such use, whether the goods were delivered to Customer or to a third party designated by Customer.

11. Acceptance of Goods, Inspection, and Claims

Customer must inspect all goods immediately upon receipt and before cutting, treating, sewing, upholstering, installing, or otherwise using them. Inspection must include verification of article, color, lot when applicable, quantity, width, direction, repeat, visible defects, package condition, and conformity with the order.

Freight damage, missing packages, visible package damage, suspected carrier damage, shortage, non-delivery, or delivery discrepancy must be noted on the carrier’s delivery record at the time of delivery whenever possible and reported to both the carrier and SEDALLO in writing within forty-eight (48) hours of the carrier’s recorded delivery date. Customer must retain all original packaging and provide photographs of the goods, packaging, shipping labels, and any delivery documentation.

Claims for visible defects, incorrect article, incorrect color, incorrect quantity, or other discrepancies that could or should be discovered by reasonable inspection must be submitted in writing within fourteen (14) calendar days of delivery and, in all cases, before any cutting, treating, sewing, upholstering, installation, or other use. Claims must include the invoice number, order details, photographs, and a clear description of the issue.

Claims for hidden defects or alleged non-conformity with an applicable Published Technical Specification that was not reasonably detectable during initial inspection must be reported in writing as soon as Customer becomes aware of, or should reasonably have become aware of, the issue. Customer must stop using the affected goods when continued use could worsen the condition or impair investigation, and must preserve the goods and relevant documentation for inspection or testing.

SEDALLO may require return of the claimed goods for inspection before issuing any credit, replacement, or refund. No replacement, credit, or refund will be issued until SEDALLO has had a reasonable opportunity to inspect the goods and verify the claim. Claims will not be accepted for goods that have been cut, treated, fabricated, installed, or otherwise used where the issue could have been discovered by reasonable inspection before such use.

12. Product Characteristics, Published Technical Specifications, Textile Tolerances, and Use

Furnishing fabrics are textile products and are subject to normal and commercially acceptable variations in color, shade, texture, hand, finish, weight, width, repeat, dimensional stability, and appearance. Variations that are inherent in textile manufacture and fall within normal commercial tolerances do not constitute defects. Unless a different tolerance is stated in the applicable Published Technical Specifications or expressly confirmed by SEDALLO for the order, nominal weight, width, and repeat may vary by up to plus or minus five percent (+/- 5%) due to normal textile manufacturing variation.

Commercially tolerable color and shade variations may occur between a sample and delivered goods, between different production or dye lots, between coordinated articles, and between an original order and a reorder. A physical sample or cutting represents the general design, color, texture, and character of the article, but is not a guarantee of an exact dye-lot or shade match. If a precise lot or color match is important, Customer must request a Cutting for Approval (CFA) in accordance with Section 6.

Photographs and digital images shown on websites, tablets, phones, computer screens, printed materials, marketing campaigns, third-party photography, or editorial coverage may not reproduce the actual product color, texture, scale, hand, or finish accurately and should not be used as the sole basis for color approval.

SEDALLO publishes product-specific information through its official website, current tear sheets, technical data sheets, sample labels, and other official product documentation (collectively, “Published Technical Specifications”). Subject to the qualifications stated in these Terms and in the applicable technical documentation, SEDALLO stands behind the Published Technical Specifications that are current and applicable to the article at the time SEDALLO accepts the order. The goods supplied will materially conform to those specifications, including stated fiber content, construction information, and stated technical test results or classifications, subject to normal manufacturing and testing tolerances and to the test methods, conditions, treatments, and qualifications identified in the applicable documentation.

Technical test results, including abrasion, pilling, lightfastness, colorfastness, flammability, and similar performance data, describe the result achieved under the stated test method and test conditions. For example, a published Martindale result identifies performance under that laboratory abrasion test; it is not a promise of a particular service life in every installation. If product information from different SEDALLO sources appears inconsistent, Customer should request written confirmation before ordering; the most current product-specific technical data expressly confirmed by SEDALLO for the order will control.

Fabric shrinkage and dimensional change may vary depending on fiber content, construction, finish, treatment, use, humidity, cleaning, washing, dry cleaning, drying, steaming, ironing, sunlight, and environmental conditions. Natural fibers and certain fibers, including linen, cotton, viscose, wool, hemp, and silk, may be more sensitive to dimensional change than synthetic fibers. Customer must follow applicable care instructions and should consult a professional workroom or upholsterer regarding fabrication and care.

For velvets, chenilles, pile fabrics, mohair, and similar products, shading, pile movement, nap variation, pressure marks, crushing, streaks, and changes in light reflection may be natural characteristics of the fabric and are not defects when within normal commercial tolerances. These products require appropriate handling, storage, and fabrication care. For patterned, striped, embroidered, flocked, printed, jacquard, extra-wide, railroaded, reversible, panel, or fabric-wallcovering applications, Customer is responsible for checking repeat, direction, face side, usable width, layout, cutting plan, and yardage requirements before fabrication. Perfect horizontal alignment, exact repeat continuity, or exact side matching is not guaranteed unless expressly confirmed in writing for the specific order.

Published Technical Specifications are intended to assist professional customers and specifiers in evaluating a product. Unless SEDALLO expressly confirms otherwise in writing for a specific order, SEDALLO does not select the product for Customer’s project and does not warrant that a particular test result, classification, or product characteristic is sufficient for every project, end use, jurisdiction, climate, exposure, fabrication method, upholstery application, drapery application, wallcovering application, marine use, outdoor use, hospitality use, contract use, or code requirement. Customer and its specifier remain responsible for determining the requirements of the project and confirming that the selected product and its Published Technical Specifications satisfy those requirements.

13. Treatments, Flammability Information, Performance Testing, and Project Compliance

Flame-retardant treatments, stain-repellent treatments, backings, knit-backing, lamination, coating, washing, finishing, and similar treatments may alter color, texture, hand, weight, width, performance, and appearance. Where a treatment is arranged at Customer’s request, the treatment is subject to the specifications and limitations applicable to that process. Customer-requested treatments are undertaken at Customer’s request and may change the characteristics of the textile. Except to the extent an issue results from SEDALLO’s own error, SEDALLO does not warrant changes in color, hand, texture, dimensional stability, performance, or other characteristics resulting from such treatment. SEDALLO recommends testing or approval of a treated sample when practical before fabrication.

Where SEDALLO publishes a flammability, abrasion, lightfastness, outdoor, contract, hospitality, or other technical result for an article, the statement refers to the product, test method, specimen, treatment, and conditions identified in the applicable test report, certificate, supplier or mill documentation, or SEDALLO technical data. A statement that an article has been tested to, meets, passes, or is classified under a stated test standard means that the applicable test documentation supports that stated result; it does not mean that the fabric, standing alone, automatically satisfies every law, building code, fire code, specification, or finished-product requirement that may apply to Customer’s project.

Certificates, test reports, declarations, and technical documents will be provided when available and applicable. Project requirements may vary by jurisdiction, occupancy, furniture construction, substrate, treatment, installation, and end use. Customer, designer, architect, purchasing agent, contractor, upholsterer, or other project professional, as applicable, is responsible for identifying the standards required for the project and for confirming that the published test documentation is appropriate for that requirement. If a project requires a specific certification, test method, treatment, or written compliance confirmation, Customer must identify that requirement to SEDALLO in writing before placing the order.

14. Handling of Velvet and Other Special Shipments

Velvet and other pile fabrics may be shipped in special boxes with lateral suspensions or other protective packaging to help protect pile quality and reduce crushing. Boxes may include warnings to keep the package horizontal.

Upon receipt, Customer must inspect velvet shipments immediately and store the goods flat and horizontal, either in the original suspended packaging or on a suitable horizontal support system. Velvet rolls or suspended boxes must not be stored standing on end, stacked, compressed, bent, crushed, or exposed to conditions that may affect the pile.

SEDALLO is not responsible for damage caused by improper storage, improper handling, failure to inspect, or failure to preserve the original packaging. Claims for visible velvet shipment damage must be made within forty-eight (48) hours of delivery. If a velvet claim is accepted, the damaged goods must be returned in the original packaging unless SEDALLO agrees otherwise in writing.

15. SEDALLO Product Warranty and Disclaimer of Other Warranties

SEDALLO warrants to its business Customer that, at the time of delivery, the goods will materially conform to the article, color, quantity, and other specifications accepted by SEDALLO for the order and to the applicable Published Technical Specifications described in Section 12. This limited express warranty includes product-specific technical test results and classifications expressly published by SEDALLO for the applicable article, subject to the stated test method, test conditions, normal manufacturing and testing tolerances, and any treatment, lot, or other qualification identified in the applicable documentation.

This limited express warranty does not guarantee an exact match to a prior dye lot or sample where normal textile variation applies, a particular number of years of service, or suitability for a Customer-selected project or application merely because the product has achieved a stated laboratory test result or classification. It does not cover damage or changed performance caused after delivery by cutting, sewing, fabrication, upholstery construction, installation, treatment, cleaning, improper maintenance, misuse, abnormal wear, environmental exposure, improper storage or handling, or another condition outside SEDALLO’s reasonable control.

EXCEPT FOR THE LIMITED EXPRESS WARRANTY STATED ABOVE, ANY EXPRESS WRITTEN WARRANTY SPECIFICALLY ISSUED BY SEDALLO FOR THE RELEVANT GOODS, AND ANY WARRANTY THAT CANNOT LAWFULLY BE DISCLAIMED, SEDALLO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW. SEDALLO DOES NOT MAKE A GENERAL WARRANTY OF PROJECT SUITABILITY, DURABILITY FOR A PARTICULAR PERIOD, OR COMPLIANCE WITH UNIDENTIFIED PROJECT-SPECIFIC CODES OR REQUIREMENTS.

Nothing in this Section is intended to negate a product-specific express warranty created by SEDALLO’s accepted order specifications or current Published Technical Specifications. If SEDALLO issues a separate written warranty for a specific product or product category, that warranty will supplement these Terms and will control to the extent it expressly provides different warranty coverage.

16. Limitation of Remedies and Liability

For a claim that SEDALLO accepts as a breach of the limited express warranty in Section 15 or as another proven non-conformity for which SEDALLO is responsible, SEDALLO may, at its option, replace the affected goods, repair the affected goods where commercially reasonable, issue a credit, or refund the purchase price paid for the affected goods. SEDALLO will determine the appropriate remedy after a reasonable opportunity to inspect the goods and verify the claim in accordance with Section 11.

To the fullest extent permitted by law, SEDALLO’s total liability arising out of or relating to the affected goods, whether based on contract, warranty, negligence, strict liability, or another theory, will not exceed the invoice value of the affected goods giving rise to the claim, except to the extent a different limitation is prohibited by applicable law.

SEDALLO shall not be liable for labor charges, cutting costs, sewing costs, upholstery costs, fabrication costs, installation costs, removal or reinstallation costs, treatment costs, workroom charges, access-equipment costs, expedited freight, project delays, loss of use, lost profits, loss of business, loss of goodwill, or consequential, incidental, indirect, special, exemplary, or punitive damages, including costs associated with goods that were cut, treated, fabricated, installed, or used before an issue that should reasonably have been discovered was reported.

The remedies stated in this Section are Customer’s exclusive contractual remedies for product non-conformity or breach of warranty to the fullest extent permitted by law. Nothing in these Terms limits liability that cannot lawfully be limited or excluded.

17. Force Majeure and Supply Chain Events

SEDALLO shall not be liable for delay, non-delivery, partial delivery, allocation, suspension, or failure of performance caused in whole or in part by events beyond SEDALLO’s reasonable control, including but not limited to acts of God, fire, flood, storm, earthquake, pandemic, epidemic, war, terrorism, civil unrest, embargoes, sanctions, government action, customs delays, port delays, carrier delays, transportation disruption, labor disputes, shortage of labor, shortage of raw materials, mill delays, loom or machinery breakdowns, supplier delays, energy shortages, power failures, accidents, import/export restrictions, or other contingencies affecting manufacture, finishing, treatment, warehousing, transportation, or delivery.

If such an event occurs, SEDALLO will have additional time for performance as reasonably necessary and may allocate available goods among customers in a commercially reasonable manner. Acceptance of delayed goods waives any claim for damages based on the delay.

18. Ownership, Intellectual Property, and Use of Materials

All designs, patterns, drawings, repeats, artwork, colorways, specifications, photographs, website content, product names, trademarks, logos, copy, and other intellectual property used, displayed, or embodied in SEDALLO products or marketing materials remain the property of SEDALLO or its licensors unless expressly agreed otherwise in writing.

Customer may not copy, reproduce, alter, photograph, publish, distribute, market, advertise, or otherwise use SEDALLO’s intellectual property, product names, images, copy, trademarks, logos, or website content except as expressly authorized in writing by SEDALLO.

Any custom color, strike-off, special production, or other custom development does not transfer ownership of any design, pattern, construction, artwork, repeat, technical file, or intellectual property to Customer unless expressly stated in a signed written agreement.

19. Online Sales, Resale, and Brand Presentation

Customer may not sell SEDALLO products online, through retail marketplaces, social media marketplaces, mass-market platforms, discount platforms, or other unauthorized channels without SEDALLO’s prior written approval.

Customer may not use SEDALLO’s trademarks, product names, images, photography, copy, SKU numbers, color names, or other brand assets to advertise finished goods, pillows, curtains, upholstered goods, or other products made with SEDALLO fabrics unless expressly authorized in writing by SEDALLO.

Customer may not suggest that it is an agent, partner, collaborator, affiliate, representative, distributor, or authorized reseller of SEDALLO unless expressly authorized in writing. Customer may not use SEDALLO materials in a way that harms or may harm SEDALLO’s image, reputation, brand positioning, or goodwill.

Nothing in this section is intended to restrict Customer’s independent resale pricing where such restriction would be prohibited by applicable law. Any resale, channel, territory, or online-sales limitation must be interpreted and applied only to the extent permitted by applicable law.

20. Import, Export, Sanctions, and Legal Compliance

Customer is responsible for complying with all laws, regulations, codes, import requirements, export requirements, sanctions, customs rules, tax rules, safety requirements, labeling requirements, chemical restrictions, and product requirements applicable to Customer’s purchase, import, resale, distribution, specification, treatment, fabrication, installation, and end use of the goods.

Customer shall not purchase, export, re-export, resell, transfer, or use goods in violation of applicable sanctions, export-control laws, customs laws, or other trade restrictions. SEDALLO may refuse, suspend, or cancel any order if SEDALLO reasonably believes that the transaction may violate applicable law or expose SEDALLO to legal, sanctions, export, customs, reputational, or compliance risk.

Unless otherwise expressly agreed in writing, Customer is the importer of record for international shipments to Customer’s destination country and is responsible for all destination-country taxes, duties, tariffs, customs formalities, licenses, permits, and legal requirements.

21. Privacy and Business Communications

Customer acknowledges that SEDALLO may process business contact information and order-related information to administer accounts, respond to inquiries, process orders, arrange shipping, provide customer service, manage claims, maintain records, and conduct ordinary business communications. Customer is responsible for ensuring that any personal information it provides to SEDALLO may lawfully be used for those purposes.

22. Governing Law, Venue, and Dispute Resolution

These Terms and all transactions between SEDALLO and Customer shall be governed by the laws of the State of Connecticut, United States of America, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Any dispute, claim, or controversy arising out of or relating to these Terms, any order, any goods, or any transaction between SEDALLO and Customer shall be brought exclusively in the state or federal courts located in Connecticut, and Customer consents to such jurisdiction and venue.

At SEDALLO’s option, any dispute may instead be submitted to binding arbitration before a recognized arbitration provider in Connecticut, in English, before one arbitrator. The prevailing party in any dispute, collection action, litigation, or arbitration shall be entitled to recover reasonable attorney fees and costs to the fullest extent permitted by law.

23. Miscellaneous

No waiver by SEDALLO of any breach or default shall be deemed a waiver of any other breach or default or of any future breach or default. Any waiver must be in writing and signed by an authorized officer of SEDALLO.

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall remain in full force and effect.

Customer may not assign any order or rights under these Terms without SEDALLO’s prior written consent. SEDALLO may assign or subcontract any production, finishing, warehousing, logistics, collection, or administrative function, provided that SEDALLO remains responsible for its obligations under the applicable order.

These Terms may be updated by SEDALLO from time to time. The version in effect at the time SEDALLO accepts the relevant order shall govern that order unless otherwise agreed in writing.

Optional Customer Acknowledgment

Customer acknowledges that it has read, understood, and agreed to these Terms & Conditions of Sale.

Customer Name: __________________________________________

Authorized Signature: _____________________________________

Name / Title: _____________________________________________

Date: ____________________________________________________