Representations and Warranties

1) Authenticity

ACF will communicate when requested, whatever relevant information we have, including approximate ages, origin & composition though we do not guarantee this information to be 100% accurate nor guarantee authenticity of antiques, unless specifically requested to do so, in writing and in advance of your order. This may result in additional charges. Please note that the “China Customs and Relic Inspection” performed before export is not a guarantee of authenticity.

2) Variation

Expect variations in all ANTIQUE, HAND-MADE and HAND CRAFTED furniture and that there will be some irregular areas which must be tolerated. Natural variations in products are not considered damages.

1. Colors And Wood Finishes: Since differences in wood grain can affect finishes, it is impossible to guarantee an exact color match between two pieces. Therefore we offer no guarantee in exactness in wooden finishes. Many of our lacquers are hand mixed, particularly in furniture finishes. Paints and stains may take differently to various cuts of wood. Color lots may vary slightly from batch to batch. Customers may request a color sample in advance at their expense. Actual colors may vary from the color on your screen due to monitor color restrictions.

2. Distressing: including worn edges, uneven planks, dents, scratches and nicks are to be considered a natural characteristic of the item’s unique handcrafted charm and beauty.

3. Dimensions, weights, cubic meters, design features and hardware:  are all to be considered relative and may vary slightly from the reference pictures and documentation.

4. The closest ACF can guarantee with ARTISAN & HANDICRAFT products is approximations only.

5. Natural Materials: All solid wood products and/or natural materials are subject to some minor degree of shrinkage, warping and cracks over time and will experience normal seasoning. When transferring products between climates, this is particularly true. Minor hairline cracks and minor shrinkage are usually non-structural and do not affect the durability of the piece.

3) Product Definitions

1. Antique & Vintage: Items believed to be over 70 (seventy) years of age shall be designated as ANTIQUE. Items less than 70 (seventy) years are VINTAGE. All ANTIQUES are sold on an as-is basis.

2. Fake: FAKE items and items where the majority of the main components used in the item are significantly antique (ex: an ANTIQUE cabinet which has been completely rebuilt & refinished into a new item) are subject to the same terms as ANTIQUE & HANDMADE.

3. Hand Made, Handicrafts & Artisan Products:  HANDICRAFT & ARTISAN means products which only “loosely” follow common styles, designs & motifs, vary according to regional and further vary depending on the specific village and/or even the individual craftsmen themselves and thus each piece can only be similar and nowhere near exact.  HAND-MADE means items which are not factory manufactured, machine-made, nor come with guarantees or warranties. These items are generally sold “as is.”

1. Ready-Made Products (as-is): Any items which either cannot be customized and/or are purchased “as is” are deemed READY-MADE. This includes all ANTIQUES, VINTAGE, FAKES, one-off pieces and ARTISAN/HANDICRAFT items and there is no expressed or implied warranty therein.

2. Customized, Custom Built, Build to Spec, & Custom Samples:  

1. CUSTOMIZED refers to changes to the piece which are minor, non-structural alterations which do not require any refinishing.

2. CUSTOM (RESTORED) - refers to ANTIQUES ONLY which are restored according to your specific requirements.

3. CUSTOM (BUILT): Or “build to spec,” refers to one-off items built according to the predetermined specifications of the buyer.

4. CUSTOM SAMPLES:  refers to items which as part of a research and design phase require a CUSTOM SAMPLE to be created at the customer’s expense before beginning production. Samples are not to be considered as final product.

3. Manufactured Items: Factory MANUFACTURED items are generally standardized, non-hand made products produced in volume (per each design) and subject to large minimum quantities. Minimums will vary according to the manufacturer’s terms.

4) Condition

1. Dust: Items may come from dusty factories, warehouses, and/or open-ground markets and intended to look old, therefore may be covered in soil, dirt, rust etc. For items originating in northern China, dust is difficult to control due to the northern climate which is classified as a desert climate.

2. Accessories: Unless rated/QC’ed separately, all ACCESSORIES should be considered decorative in nature and should not be used in the preparation or storage of food or for holding liquids. Unless specifically warranted for outdoor use, products should be sheltered from the weather.

3. Mechanical/Electrical: ACF does not test the functionality of mechanical/electrical items unless specifically asked to do so in advance in writing in which case we will perform QC inspections on such items at an additional charge.

4. Stock Items: In stock items are always sold under the Buyer Beware/“as is” policy.

5) Pricing & availability

1. Prices: Prices quoted are on a per-item basis only. ACF does not guarantee securing the same item/similar item at the same/similar pricing if ordered again. Prices may change over time based on rising raw material costs.

2. Availability: Due to the scarcity of many items, we cannot always find an exact match. First Come, First Serve Policy:  In the event of multiple requests for a particular item, the first request and payment we receive will take the item subject to the terms defined in EXCLUSIVITY.

6) Quality

While ACF provides QUALITY ASSURANCE (QA) with each order, ACF does not provide QUALITY CONTROL (QC) unless requested in advance (in writing) as a separately charged service.

4. Quality Assurance (QA):  QA is the process by which we visually inspect your product a minimum of two times, once prior to purchase and again prior to packing.

5. Quality Control (QC): QC is a systematic process in which products are inspected individually or percentage based, in a pass/fail manner to determine if they fall within acceptable tolerance levels based on the customers written description of the desired quality level along a list of QC points to check.

6. Quality Ratings: ACF products are rated, according to an informal quality ratings system based on the product supplier's overall capabilities from quality of materials and workmanship to overall efficiency and reliability. Customers are urged to not purchase items from suppliers which fall below our recommended and stated “safe rating” for each product.

7) Artisans, Craftsmen, Vendors & Suppliers

ACF will do our very best to accommodate both CUSTOMER and SUPPLIERS and in this spirit, we request that customers do not request us to do anything which directly damages an ACF/Supplier relationship.

8) Ownership and copyright

1. Work for Hire: ACF retains legal rights to all designs, photography and samples unless notified in writing, in advance in which case items shall be designed as work for hire (WORK FOR HIRE). Additional fees may be charged.

2. Proprietary Designs: Proprietary designs must be designated as so in advance in writing. We will do our best to enforce your interests with our suppliers and production team, however, because of constant worker cross-over between factories, there are many ways that designs get copied and there is no way we can guarantee this.

3. ACF retains all legal rights on PROPRIETARY & WORK FOR HIRE items until full payment is made. ACF retains the right to show samples of such work for promotional & marketing purposes including on websites, brochures and or other marketing materials.

Limitation of liability

1) Government restrictions

ACF is bound to operate within the rules & regulations imposed by the government & relevant agencies of the P.R. China and cannot accept responsibility for cancellations, delays, or other issues resulting from government restrictions (including sudden policy changes, new restrictions and/or tighter enforcement in laws and/or regulations). ACF will not load items which do not pass relevant government inspections. ACF will not assume any responsibility for items confiscated by China customs during inspections. The ability to export an item previously does not constitute a guarantee of being able to export the same/similar item again in the future.

2) Claims

In the event of a quality related problem or manufacturing defect, ACF will work with you to determine and follow-up with the party at fault. Every situation is different, therefore each damage claim is handled on a case-by-case basis. Please view shipping receipt and count your boxes to confirm that you are receiving all pieces before making a claim. Attempting to secure goods at a discount by creating artificial conditions will not be tolerated. All CLAIMS are subject to the terms laid out in this agreement.

1. Timing: CLAIMS must be made within the initial order receiving & inspection period of two (2) weeks of receipt of the order. After the initial order receiving & inspection period, repairs from ANY damage that occurs to any items purchased through ACF, while in possession of the client is the sole responsibility of the client.

2. Processing: CLAIMS about product quality shall be accepted if they total more than 20% of the total value (before any discounts) of the item/order. Customers are urged to not purchase items from suppliers which fall below our recommended “safe rating” for each product and in such cases CLAIMS will not be accepted.

3. Delays: Every effort is taken to fill orders on time however, ACF will not sacrifice quality for time. As production takes place in another country and is shipped overseas, delays can occur which are out of our direct control. We do not regard such delays as reason for refund or CLAIMS.

4. Documentation: All CLAIMS must be accompanied by full “documentation” and we reserve the right to reject any CLAIMS not supported by full documentation. We require a complete and detailed description of the problem, along with multiple photographs of both the item and its packaging.

5. Packing Damage: Damage that results from improper packing is covered by the packing and/or shipping agent and is at a maximum CLAIM of the packing costs for the item in question.

6. Shipping Damage: It is the CUSTOMERS responsibility to process CLAIMS for damage incurred in shipping.  Carefully inspect the outside of the boxes and note any possible damage: marks, indents, crushing, tearing, footprints or punctures to ensure proof that the freight company mishandled the shipment.

7. Minor Wear & tear: Your order may show signs of transport and small scratches, nicks, minor rubs and even small dents can be part of the normal transport processes. When this happens, these problems are almost always can be easily remedied. Repairable, cosmetic damage does not warrant a freight claim/reshipment, and you agree as the CUSTOMER to be responsible for repairing any very minor transport scratches or dents to your merchandise.

8. Insurance: ACF strongly recommends that you purchase insurance to protect you from any losses you may incur from such situations and that you promptly file a detailed claims report when any damage is discovered.

9. Credits: Vendors will generally not credit the full value of the goods, though they MAY offer discounts. In circumstances where discounts or refunds are possible are to be considered on per case one-time basis only and any approved compensation and/or credits shall be given to CUSTOMER in the form of credit on a future order.

3) Outside Contractors, Carriers

1. Outside Contractors & Carriers: ACF will not assume responsibility for items delayed or damaged while in the custody of an outside contractor, packing or shipping agent, nor for any delays incurred in transit, at the port or while items are in the custody of any country’s customs authority.

2. Non-ACF vendors/products: In situations where the CUSTOMER would like to have items from NON-ACF vendors added to their order or work with NON-ACF service providers, the CUSTOMER releases ACF from any responsibility for the items beyond overseeing their transport. ACF reserves the right to charge a handling fee for the additional time and labor involved.

4) Force Majeure

ACF will not assume responsibility in the event of any disaster, either man-made or natural, political or other “Acts Of God” that otherwise may impede or render impossible the completion of your order. In the case that under these circumstances we are unable to complete your order, you may cancel your order in writing and any unused portion of funds you have on deposit with ACF, less ACF’s costs up to that point, will be refunded to you. Any items purchased up to that point will become your responsibility.

Terms/Conditions

1) Modifications

CUSTOMER may issue written directions for changes within the general scope of the agreement however changes for additional work should be in writing and may be subject to additional charges as laid out in “Additional Charges.”

2) Termination

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and all other provisions shall remain in full force and effect. If any of the provisions of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.

3) Renewal

This agreement shall be considered binding until 18 months after the date that your last order was shipped.

4) Non-Solicitation

During the period of this agreement, CUSTOMER agrees to not solicit any employee of ACF to individually work for you in any manner whatsoever, unless specifically permitted to do so in writing by a director of ACF. CUSTOMER also agrees not to directly or indirectly, knowingly solicit any of ACF’s suppliers to work with or for you in any manner whatsoever. Conversely, during the period of this agreement, should any of ACF’s suppliers approach you, you agree to make it clear to them that ACF is your agent and that they need to work with you through ACF.

5) Dispute Resolution

1. Arbitration: Any controversy or claim arising out of or relating to this contract shall be determined by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association. The place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre.

2. Title of Ownership: Until all monies have been paid, title of ownership for the goods resides with ACF and/or its suppliers, no matter what the location of the goods. Selling of goods by the customer before payment has been effected to ACF constitutes fraud and deception and ACF reserves the right to inform the Police or other authorities with regard to this legal breach.

3. Re-Possession Rights: We reserve the right to re-possess any and all items we have provided if the balance has not been paid in full. Any and all property not paid in full within the timeframes specified in PAYMENT TERMS (including for delivery or customer pick up by any and all means) will result in the right of re-possession to ACF. Storage fees, late fees, and all other stated fees will be added to the amount due ACF. We reserve the right to sell any and all merchandise that is unpaid by the above conditions at a price set by us.

4. Legal Fees: In the event legal proceedings are instituted by ACF to collect any sums deemed to be overdue, CUSTOMER agrees to pay reasonable attorney fees incurred by ACF.

5. Late Payment: In the event of late payment or failure to pay according to the terms ACF reserves the right to withhold products, services.

Ordering Terms

1) Additional Services

1. Single Manufacturer Mixed Containers: Additional customs & logistics charges will normally be charged as the same inspection fees apply regardless of number of manufacturers.

2. Mixed Manufacturer/Co-packing: Should manufacturers allow it under their internal “ordering terms,” customers may select additional product and ACF will oversee consolidation of these items into a single mixed order. Additional logistics charges will apply.

3. Custom: Customers must provide detailed three dimensional working drawings, photographs and any other design aids & specifications and ACF will then help the customer to identify the type of piece desired and to fully explore the range of materials and finishes available. Once drawings are finalized and production begins, no changes may be made to the product or its design. Because CUSTOM pieces are usually one of a kind, our craftsmen may have concerns about the product’s design or its aesthetic value that were not apparent in the pre- production stage and this must be considered as potential unknown, delay factor. In such an instance, ACF will relay the carpenter’s concerns to the customer, and should the customer concur, the changes will be implemented into the final piece whenever possible. In some cases, we may recommend a CUSTOM SAMPLE be built in advance. Upon completion, ACF will forward a photo of the piece to the customer. Such custom work naturally requires additional time and expense, which needs to be included in the planning of your shipment.

4. Quality Control (QC): Customers should specify a description of the desired quality level along with acceptable tolerance levels and a list of QC points.. ACF will then attempt to better control quality according to these specifications. ACF cannot be held responsible for QC errors stemming from customers failing to specify specific QC points in advance.

1. Fees for QC services are determined by the job’s requirements. There are varying levels of QC, but all include more-structured analysis of each item, both pre-production and post-production. Additional services may include measurement of tolerances, materials testing and even written reporting.

2. The process of QC for one-off item such as BUILD TO SPEC items is unique in that, in addition to controlling quality, other issues must be corrected during the QC process as there is no sampling process.

3. ANTIQUE items, HAND-MADE items, ARTISAN/HANDICRAFT ITEMS and fake/replication items cannot be subjected to standardized QC.

2) Ordering

ACF reserves the right to reject any orders which fall below the suppliers and/or ACF’s minimum quantities.

1. Under-ordering: In situations where an order is deemed insufficient to fill a container (or other prearranged package/box/pallet size), ACF will inform the customer and request additional ready-made items to be selected. Should the customer fail to provide an order for additional items, ACF reserves the right to either add additional items at its own discretion (for which the customer shall be bound to pay), or to ship with unfilled space.

2. Over-ordering: In situations where an order exceeds one container, but is deemed insufficient to fill two containers, will inform the customer and request a list of items to be excluded from the order and stored or shipped separately. Should the customer fail to provide such list, ACF reserves the right to exclude items at its own discretion.

3. Backordering: Customers may indicate if they wish excluded items to be considered as backorders. If the customer does not provide such an indication in writing, ACF reserves the right to offer said goods to other customers. Backorders shall always take precedence over any new order received.

4. Remained/Left Goods: Unless pre-agreed upon in writing before your order start, ACF  and/or its suppliers will hold product, which you have ordered and made partial payment for (known as remained goods) that remain from your last order, without charge, for up to one month. If you do not complete payment on these items after one month, said items will revert to the ACF/vendor’s absolute ownership at our discretion. Any unused portion of funds you have on deposit with ACF, less relevant vendor deposits, goods costs and ACF’s costs up to that point, will be refunded.

3) Communications

ACF will not be held responsible for any delays, financial penalties or late fees incurred on the buyer or ACF China’s side, stemming from delays in receiving relevant communications from customers. You will be required to review relevant photos and make approvals so please study photos carefully as you will be held to them. For important details a faxed copy or even a telephone call may be appropriate

1. Promptness: Prompt communications means clear replies to requests for information in a prompt manner, typically within 48 hours. If an item is urgent, the communication will be marked “URGENT” and we would expect a reply within 24 hours. Please confirm receipt of information.

2. Detail & Clarity: It is the customer’s responsibility to provide clear details & reply in a clear manner addressing the request at hand along with supporting documentation such as photos (if necessary) and/or other detailed information.

3. Confirmations: Orders placed should be confirmed via a signed fax (to ACF or a recognized agent there of) in order to be considered a firm order. Should you choose to use email as confirmations, emails will be considered valid communications and ACF will retain copies as proof of confirmation. For onsite and/or verbal confirmations we may notate the date & time such confirmation was made, however, ACF will not take responsibility for any communications which we received verbally and are not processed accordingly.

4) Cancellations

As soon as your order is placed, the procurement process begins, and the order is financially obligated (to suppliers) by ACF and its respective customer. Therefore we generally are not able to accept cancellations.  By definition ACF holds this to be any order for which the initial deposit has been received. This includes product sourcing, logistics services, packing, photography and/or or inspections which cannot be canceled. Products confirmed and paid-for on site (as in the case of shops & markets) cannot be canceled. In rare instances where we may accept a cancellation, these will be in written form and will be subject to additional fees. Such additional fees will include any payment due under cancellation agreements in place with our suppliers.

5) Lead-times

When ordering the CUSTOMER will be given an approximated time expected for the order to arrive at the agreed upon destination, typically ACF's nearest port of export (for FOB) or for completion at the suppliers location (for Ex Factory). ACF does provide CUSTOMERS with regular updates as to the status of orders when requested. Please be aware, that CUSTOM orders take longer to ship out and ACF will not bear responsibility for order delays in ready made items incurred by the inclusion of CUSTOM items into an order of READY-MADE products.

6) Import Licenses

All destination country customs formalities are the responsibility of the customer. Any and all import licenses and paperwork necessary for orders to clear the destination country customs and accept delivery of the good are the responsibility of the customer. If the customer fails to obtain the appropriate import license within a reasonable time, ACF retains the right to cancel the contract and hold any monies received against that contract for loss of profit opportunity. If, for any reason, the customer cannot take possession of an ordered product, service or container once it has reached its destination, then the customer agrees to be held liable for all costs incurred including, but not limited to, storage, legal fees, customs fees, transport etc.

BILLING, CREDIT
AND PAYMENT TERMS

1) Payment Schedule

1. Non-refundable Down payment: Upon signing your customer agreement, ACF will require a non-refundable down payment of between 25 to 50% of the estimated cost of the piece at the time and/or based on your total estimated order value. Without this deposit, we cannot begin assembling your order and orders will not commence until this payment has cleared.

2. Balance Payment: When the purchasing and/or production is almost finished, ACF will invoice you for the balance of the estimated order cost, including any remaining purchases plus any outstanding charges. ACF will not release product and/or ask associated partner vendors/suppliers to release product without full payment. Once we’ve received this final payment, ACF will send you your order’s original shipping and customs documents needed in order to clear your order through you home customs.

2) Method of Payment

Please remit payment in (US,RMB,HKD) only. Other currencies are acceptable only if expressly agreed in advance in writing and the client understands that additional charges for exchanging these currencies may be levied by the Bank and that ACF will relay such charges on to the account of the customer.

1. Wire Transfer (Telegraphic Transfers or “TTs”): Wire Transfers are preferred and may take up to five working days to clear. ACF will reflect in its statements the amount received. For transfers lost in the banking system due to incomplete/incorrect details on the customer’s part, ACF will charge back to the customer any related fees in locating the transfer in question. We recommend you fax ACF a copy of the wire transfer confirmation the same day the wire is sent.

2. Cash and/or Check: Cash, personal and business checks, cashier's checks and money orders are accepted, however international money orders and checks must be pre-approved as payment by ACF and may take upwards of 30 days to clear and you will be charged a 200 RMB processing fee.

3. 3. Irrevocable L/C at sight: LC's from an approved international bank is available only in pre-approved circumstances and for single manufacturer orders over 100,000 USD only. Banking charges are the responsibility of the buyer. Additional terms apply.

4. We do not normally accept credit cards, paypal or “goods on consignment.”

3) Additional Charges

ACF will include in its basic fees: all local sourcing charges, assessments, phone calls, faxes, and one documents FedEx charge.

1. Outside Beijing, Hong Kong, Pearl River Delta and/or Non-ACF Vendors: If our assistance is requested in processing orders outside of the above mentioned areas, a higher base fee or an additional per city handing fee will be added to your invoice based on the value of the relevant goods. In addition, any relevant charges such as separate logistics costs and bank remittance charges (should you require our assistance with payments) will be charged back to you separately per each transaction.

2. Cancellations Charge: If a cancellation is accepted, we will handle each request on a case by case basis and a cancellation fee of 10 to 25% of the items value may be levied depending on the vendor and product type. Any deposits placed on that item are non-refundable. Any and all charges related to cancellations such as repacking, restocking, transportation or banking are the responsibility of the customer and will be billed back to you.

3. Outside Logistics/Customs/Freight/Shipping: Unless clearly agreed and designated in writing in advance, all goods are EXW (Ex works). Published list prices or quotations normally do not include any freight costs or packing and no other charges are included. These charges are always quoted and billed separately. ACF is not responsible for loading the goods into vehicles or containers nor is ACF responsible for clearing such goods for export unless previously expressly agreed. The buyers bears all costs and assumes all risks from the sellers premises to the desired final destination.

4. Drawings/Design Charge: ACF will need detailed three dimensional working drawings, photographs and any other design aids in order to price CUSTOM jobs. Because of the time, detail and expertise necessary to create such a drawing ACF reserves the right to charge extra for if the customer cannot provide them. Sampling costs associated with the CUSTOM SAMPLES are the responsibility of the CUSTOMER.

4) Other Payment Terms & Conditions

1. Credit: We generally do not offer any credit terms. Any informal credit terms which may be granted to customers are on a one time basis only and may be revoked at any time.

2. Late Payment Charge: Payments are due upon receipt of invoice. All accounts not paid in full and received in our office on the 15th normal day after the invoice due date will receive finance charges of 1.5% per month at the beginning of each month on the unpaid balance. No refunds for interest charges apply.

3. Non-payment: ACF reserves the right to invoice your customer for unpaid amounts and/or turn over for collection to a relevant collection company. ACF will also hand your information over to individuals and groups with a specific interest, such as credit reporting agencies, banks, and other creditors.

4. Title of ownership: for all goods remains with ACF or its respective supplier until the final payment has been received and cleared with our Bank.

5) Unit of Service

1. Currency: Unless otherwise clearly designated in writing, all items are listed in Chinese RMB.

2. Exchange Rate: The relevant foreign exchange rate (FOREX) used when invoicing will be drawn from the “Check” column on the Bank of China website current the day the invoice is created. Any prices quoted, estimated or otherwise provided, aside from those appearing within this contract, will be considered final when invoiced, using the aforementioned FOREX rate where appropriate. Should the Chinese RMB devalue significantly during your ordering process ACF reserves the right to adjust your invoices accordingly.

3. Products: Unless clearly agreed and designated in writing in advance, all goods are EXW (Ex works).This means that ACF fulfils its obligation to deliver when the goods are available at his/her premises.(or works, factory, warehouse) to the buyer. ACF is not responsible for loading the goods into vehicles or containers nor is ACF responsible for clearing such goods for export unless previously expressly agreed. The buyers bears all costs and assumes all risks from the sellers premises to+    the desired final destination.