Terms & Conditions of Sale

Passerini brings to your home a selection
of the best designer products from Italy.

Version 2026.2 · Issued 6 October 2026

Each order is governed by the version of these Terms attached to the quotation you accepted.

These Terms govern every sale by Passerini LLC. By accepting a quotation, submitting a purchase order, or paying a deposit or invoice, you agree to them. They apply whether you are a trade client or a retail client, and whether the sale is of stock, made-to-order goods, or goods supplied with installation. The quotation carries the commercial terms of your order and prevails on those matters only — see clauses 20.7 and 20.8.

1. Parties and Application

1.1 In these Terms, “Passerini”, “we”, “us” and “our” mean Passerini LLC, a Florida limited liability company of 820 W Indiantown Road, Suite 101-102, Jupiter, Florida 33458. “You” and “your” mean the party named as buyer on the quotation or order.

1.2 These Terms, together with the quotation or order they accompany, form the entire agreement between us. They supersede any terms previously issued and replace any terms in your purchase order, specification or other document, which have no effect unless we accept them in writing.

1.3 No variation of these Terms is binding unless made in writing and signed by an authorized member of Passerini.

1.4 Where you are a design professional, architect, or procurement agent buying for an end user, you are the buyer and you alone are liable for payment. We have no contract with your client, and we will not pursue your client for sums you owe.

1.5 These Terms do not govern interior design services. Design services are engaged separately under their own written agreement, and nothing here creates any obligation to purchase goods from us.

2. Order Types

2.1 Every quotation states which of the following applies. Where a quotation covers more than one type, each clause applies to the goods it relates to.

(a) Stock — goods sold from our floor or existing inventory. Sold as seen. Payable in full at order.

(b) Made to Order — goods manufactured, fabricated, or finished to your specification and delivered but not installed.

(c) Supply and Install — goods delivered and installed by us or our subcontractors, where the goods remain moveable personal property after installation. This includes drapery, blinds, shades, freestanding and portable lighting, hung artwork and mirrors.

(d) Supply and Install — Fixed. Goods installed so as to become a permanent part of the building. This includes wallcoverings, plantation shutters, hardwired lighting, fitted joinery, millwork and adhered floorcoverings.

2.2 Clause 12 applies only to order types 2.1(c) and 2.1(d), and clause 12.19 applies only to order type 2.1(d). Every other clause applies to every order type.

3. Quotations, Orders and Acceptance

3.1 A quotation is an invitation to place an order. It is valid for fifteen (15) days from its date, or such other period as the quotation states, and we may withdraw or amend it at any time before we accept your order, subject to any right you have by law.

3.2 You place an order by signing or electronically accepting the quotation, by issuing a purchase order, or by paying the deposit.

3.3 An order binds us only when we accept it, either by issuing a written order confirmation or by beginning performance. Our acceptance is expressly conditional on your agreement to these Terms.

3.4 Any term in your purchase order, specification or other document is rejected and forms no part of the contract unless we accept it in a written variation signed by an authorized member of Passerini.

3.5 We are not obliged to accept an order, and may decline it or cancel it after acceptance without liability beyond refunding sums paid, where the goods or materials are unavailable or discontinued, a workshop or supplier declines or cannot fulfil the order, a compliance, sanctions, export or import restriction applies, or the quotation contained a manifest error in price, specification or quantity.

3.6 Electronic signature and electronic acceptance are valid and binding. This agreement may be accepted in counterparts.

3.7 The version of these Terms attached to or linked from the quotation you accepted governs that order. A later version does not amend an order already accepted.

3.8 The Point of Order is the date production commences and from which lead times run. It is the latest of our order confirmation, our receipt of cleared deposit funds and, where technical drawings are issued, your written approval of them. The Point of Order is not necessarily the date the contract is formed.

3.9 Lead times are estimates. We will notify you of material changes as soon as we are aware of them.

4. Prices, Currency and Taxes

4.1 Prices are stated in the currency shown on the quotation. Where no currency is shown, prices are in United States dollars. The whole of an order is priced, invoiced and paid in a single currency.

4.2 Prices are firm for the validity period of the quotation, subject to clauses 4.3 and 5.

4.3 Where the order currency is not United States dollars, the price is calculated on the reference exchange rate stated on the quotation. If, on the date the balance invoice is issued, that currency has moved against the United States dollar by more than three percent (3%) from the reference rate, we may adjust the unpaid balance by the amount of the movement in excess of three percent (3%). We will show the calculation on the invoice. This clause does not apply to sums already paid, and the quotation may disapply it or set a different tolerance.

4.4 Payment must be made in the order currency, in full, without deduction for bank charges, intermediary bank fees or conversion costs, all of which are for your account. Refunds are made in the currency received.

4.5 Prices exclude sales tax and the charges described in clause 5. Florida sales tax and any applicable discretionary surtax will be added where due, and are calculated, invoiced and remitted in United States dollars regardless of the order currency.

4.6 If you claim exemption as a reseller, you must provide a current Florida Annual Resale Certificate before we invoice. An out-of-state or multi-state certificate is not sufficient. You indemnify us against any tax, penalty and interest assessed if a certificate you provide is invalid or is used for goods not held for resale.

4.7 Where goods are shipped outside Florida, Florida sales tax may not apply, but tax may be due in the destination jurisdiction. Responsibility for any such tax is yours.

4.8 All duties, tariffs, import charges and taxes of any kind imposed on the goods or their transport are your responsibility.

5. Logistics, Shipping, Customs and Duties

5.1 Freight, export packing and crating, insurance, customs clearance, duties, tariffs, brokerage, port and terminal handling, demurrage, receiving, storage, final-mile delivery, white glove service, site access and installation access costs are excluded from the quoted price. They are charged to you at our actual cost plus a coordination fee of fifteen percent (15%), or at such other rate or on such other basis as the quotation states.

5.2 Any logistics figure shown on a quotation is a non-binding estimate for budgeting only. It is not a quotation, it is not a cap and it does not limit the amount payable. Freight, surcharge and duty rates are held by carriers for thirty (30) days or less and lead times routinely exceed that. Actual costs are charged as incurred.

5.3 When the goods are ready, or shortly before, we will obtain current rates and issue a separate logistics proposal for your approval. White glove and final-mile services are quoted at that point, not at order, because they depend on an access survey.

5.4 Unless the quotation states an agreed Incoterm, goods are sold Ex Works our premises or nominated warehouse, Incoterms 2020. Where the quotation states an Incoterm, that rule governs the allocation of transport cost, risk and clearance obligations between us.

5.5 We do not sell on Delivered Duty Paid (DDP) terms or any equivalent basis. We will not act as importer of record in any destination country, and we do not undertake import clearance, pay import duty, or register for or account for VAT, GST or equivalent taxes in any destination jurisdiction.

5.6 You are the importer of record. All import duty, tariffs, VAT, GST, excise, customs brokerage, inspection, quarantine, fumigation and any destination charge of any kind are your responsibility and are payable by you directly to the relevant authority or agent. Where we are compelled to advance any such sum, it is reimbursable to us at cost plus the coordination fee, on demand.

5.7 You are responsible for confirming that the goods may lawfully be imported into the destination country and for obtaining any import permit or license required. Where goods incorporate protected species materials, exotic timbers, hides or skins, we will supply the documentation in our possession, but we do not warrant that import will be permitted. Seizure, destruction or refusal of entry by any authority does not relieve you of payment.

5.8 You may instead elect, at any time before shipment, to appoint and pay your own carrier, freight forwarder and customs broker, or to collect the goods yourself. If you do, we will charge a handover fee and our coordination ends at handover. This election is yours alone.

5.9 Transportation, customs and destination charges are stated separately on every invoice. Where a third-party charge is incurred in a currency other than United States dollars, it is converted at the rate we are charged on the date we settle it.

5.10 Freight, packing, handling, receiving and storage costs will be invoiced within ninety (90) days of our incurring them. Duties, tariffs, destination charges and any post-entry customs reassessment are passed through whenever assessed, without time limit, as customs authorities may reassess an entry long after delivery.

5.11 Where duties or tariffs change between quotation and customs entry, the rate in force at entry applies and any increase is passed through at actual cost.

5.12 Where we coordinate transport, we do so as your agent. Carriers, forwarders and brokers contract with you. Claims against them are yours to bring, and our liability in respect of transport, clearance and destination services is limited to the coordination fee charged.

5.13 For orders where logistics are billed after delivery, we may require a logistics allowance on account at the time of order, or a valid payment method held on file and authorized to be charged on issue of the reconciliation invoice. Any unused allowance is refunded or credited on completion.

5.14 Customs and border authorities in any country may place a hold on a shipment and require physical examination. Where they do, the container may be opened, unloaded, unpacked, handled and repacked by persons over whom neither we nor any carrier, forwarder or broker has any control. We have no control over whether an examination takes place, how it is carried out, or how long it takes.

5.15 All costs arising from an examination — examination and facility fees, drayage to and from the examination site, unloading, unpacking and repacking, demurrage, detention, per diem, storage and redelivery — are destination charges under clause 5.6 and are for your account.

5.16 Damage, loss, marking, soiling, disturbance or inadequacy of packing, and any deterioration arising from or during a customs examination are not our responsibility, are not defects, and are excluded from the warranty in clause 13. Delay arising from an examination extends any delivery or installation date, does not entitle you to any reduction, credit or compensation, and we are not liable for any loss arising from it.

5.17 Where you elect under clause 5.8 to arrange your own transport, you must maintain all-risks marine cargo insurance covering customs examination and damage arising from unpacking and repacking during examination, and provide evidence of it on request. We will supply values and packing details. Where we arrange transport, we insure the goods as described in clause 11.5.

6. Payment

6.1 Unless the quotation states otherwise, stock goods are payable in full at order, and Made to Order goods and installed work require a deposit of sixty percent (60%) of the order value including tax, with the balance payable before delivery or installation. Fabrics and leathers are payable in full at order.

6.2 The quotation may set a different deposit, a payment schedule, interim payments, or retention against completion, and where it does, that schedule applies.

6.3 Each invoice is payable on the due date stated on it. A balance invoice is issued in advance of completion and must in all events be paid in cleared funds before delivery or installation is scheduled. The fourteen-day term in clause 6.4 does not require us to schedule delivery or installation before payment has cleared.

6.4 All invoices are payable within fourteen (14) days of issue, without deduction, set-off or withholding.

6.5 Overdue sums bear interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by Florida law, whichever is lower, accruing daily from the due date, in the currency of the invoice.

6.6 While any sum is overdue, or where you are in default under any order, we may withhold delivery, suspend production and suspend performance under that and every other order you have with us. Lead times are extended accordingly and remobilization costs are chargeable. Default under one order is default under all.

6.7 Where a payment is dishonored, reversed, or charged back other than in accordance with these Terms, the sum is treated as unpaid from its original due date and you are liable for the resulting bank and processor charges. You are liable for our reasonable costs of collection, including attorneys’ fees.

6.8 Where reasonable grounds for insecurity arise as to your performance, we may demand adequate assurance in writing and suspend performance until it is received. We may revise credit or payment arrangements where your creditworthiness materially deteriorates.

6.9 Payment fraud. We will never change our banking instructions by email alone. If you receive any communication appearing to alter our bank details, do not act on it and telephone us on the number in clause 19.1 to verify. We are not responsible for funds sent to an account we did not confirm by that call.

7. Your Responsibilities

7.1 You are responsible for the accuracy of all dimensions and specifications you provide, and for confirming that the goods suit their intended location and use. Where we take site measurements ourselves, we are responsible for those measurements, subject to being given proper access and to as-built conditions being as disclosed. Where the goods are for use in a hotel, restaurant, office, retail, rental or other commercial or public space, you must tell us so in writing before the Point of Order and identify any fire, flammability, building or code standard the goods must meet.

7.2 Where technical drawings are issued, you must review and approve them in writing before production. Approval confirms the dimensions, materials and finishes.

7.3 Where you supply your own fabric, leather or other material, you must deliver it promptly after the order is placed and you are responsible for its suitability, quantity and treatment. All material you supply must meet applicable fire-retardancy standards. Material that does not will be rejected, or interlined at your cost if you request it.

7.4 We do not warrant materials you supply, nor the performance of goods made with them.

8. Changes and Cancellation

8.1 In this clause, “Custom Goods” means any goods made, fabricated, upholstered, finished, cut, sized or configured to your specification, and any installed work. In practice this is everything except stock sold from our floor or existing inventory.

8.2 Changes to an order after the Point of Order require our written agreement and may attract a change fee and a revised lead time.

8.3 Stock goods may not be cancelled once paid.

8.4 Custom Goods are not cancellable and not returnable after the Point of Order, except where we agree otherwise in writing or where we are in material default. Clause 22.1 applies.

8.5 If you cancel or purport to cancel, repudiate, refuse or fail to take delivery, fail to pay any sum when due, or are otherwise in material default, we may suspend performance, cancel any outstanding obligation, and complete, stop, preserve, store, modify or resell the goods in a commercially reasonable manner. We may recover from you:

(a) the price of goods completed or identified to the order, where recovery of the price is available to us at law;

(b) workshop and supplier costs committed or non-cancellable at the date of your default;

(d) third-party cancellation charges and non-refundable deposits paid on your behalf;

(e) freight, packing, handling, storage, insurance, remarketing, refinishing, collection and other incidental costs; and

(f) lost profit and any other damages recoverable at law.

8.6 To the extent required by applicable law, we will credit costs actually and reasonably avoided by stopping performance, and the net proceeds of any resale actually achieved, after deduction of storage, remarketing, refinishing, transport and selling costs.

8.7 We are not required to attempt resale where reasonable efforts to resell at a reasonable price would be unavailing, including where the goods are made to dimensions, finishes or specifications specific to your property or otherwise have no ready market.

8.8 Where we recover the price of goods under clause 8.5(a), we will hold those goods for you to the extent they remain in our control. If resale becomes possible we may resell them at any time before the amount due is collected, and will credit you with the net proceeds.

8.9 Deposits and interim payments are applied against the amounts recoverable under this clause. They are not refundable except to the extent they exceed those amounts, and any excess is refunded within thirty (30) days.

8.10 Where you lawfully terminate for our material default, sums paid are applied against goods and services already properly supplied and any balance is accounted for.

8.11 Where an order is terminated under clause 18.2, or by agreement, you will pay the amounts described in clauses 8.5(b) to 8.5(e), together with the coordination fee on those costs, and clauses 8.6 and 8.9 apply.

8.12 Goods are made to your specification and are not returnable once delivered, save where clause 11 applies.

9. Delivery, Title and Risk

9.1 Delivery occurs at the point determined by the Incoterm stated on the quotation or, where none is stated, when the goods are made available for collection at our premises or nominated warehouse.

9.2 Risk of loss or damage passes to you on delivery as so determined. From that point insurance of the goods is your responsibility or that of your appointed agent.

9.3 Title to the goods passes to you only when we have received payment in full and in cleared funds of all sums due on the order, including logistics and taxes. Until title passes you must keep the goods identifiable, insured and free of any charge. This clause applies only to the extent it is legally effective, and we do not assert it against goods that have become part of the building or against the rights of an owner, lender or other third party. Our payment, suspension, lien and other remedies are unaffected.

9.4 A delivery note must be signed by you or your representative on delivery. You should be present, or have a trusted representative or receiving agent present, so that the goods can be inspected.

9.5 We recommend that you appoint a professional receiving agent for shipped goods. Where you do, that agent acts for you.

9.6 We may deliver in parts and invoice each part separately. A shortfall or defect in one part does not entitle you to reject any other part or to withhold payment on it.

9.7 Delivery to any of your designers, architects, procurement agents, receiving agents, employees, installers, household staff or site representatives is delivery to you, and any of them may sign the delivery note on your behalf. We are entitled to rely on the apparent authority of any person present at the delivery address who accepts the goods.

9.8 If no authorized person is present, or delivery is refused, or the delivery note is not signed, the goods are treated as delivered on presentation and clause 10 applies. Redelivery, waiting time, abortive attendance and storage are chargeable at our then-current rates.

9.9 We may cure any shortfall, non-conformity or defect within a reasonable period. You may not reject goods, cancel, or withhold payment for a deviation that is immaterial or that we are able to cure.

10. Readiness, Receiving Agent, Storage and Risk

10.1 When the goods are ready we will notify you and agree a delivery date. Delivery must be taken within fourteen (14) days of that notice.

10.2 If delivery is not taken within that period for any reason not attributable to us, the goods will be transferred to a professional receiving agent for inspection and climate-controlled storage. You may appoint the receiving agent. If you have not appointed one within seven (7) days of our request, we may appoint one on your behalf and at your cost.

10.3 The receiving agent acts as your agent, not ours, whether appointed by you or by us on your behalf. All charges of the receiving agent — receiving, inspection, deblanketing, climate-controlled storage, insurance, handling and final delivery — are for your account, and where we coordinate them they are billed at our actual cost plus the coordination fee.

10.4 Delivery to the receiving agent is delivery to you. To the extent risk has not already passed under clause 9, it passes on that date. From that date: the balance invoice remains payable as scheduled; the warranty period under clause 13 begins; and the claim periods under clause 11 run. The warranty period is not extended by any period of storage.

10.5 The receiving agent will inspect and photograph the goods on arrival and issue a condition report. That report is the agreed record of the condition in which the goods left our control. Any exception must be notified to us in writing within seventy-two (72) hours of the report. If no exception is notified within that period, the goods are accepted as conforming.

10.6 Once the receiving agent has taken delivery and issued its condition report without exception, we have no further responsibility for the condition, storage, handling, safekeeping or deterioration of the goods. The warranty in clause 13 is unaffected by this clause.

10.7 Where insurance is yours to arrange under clause 5.17, you must insure the goods at full replacement value from the date of delivery to the receiving agent. A receiving agent’s own liability is limited by its tariff.

10.8 If you decline to use a receiving agent and ask us to hold the goods, we may agree to do so at our discretion. In that case the goods are held at your risk and expense from the agreed delivery date, and our storage is general commercial warehousing which is not climate, temperature or humidity controlled. Timber, veneer, marquetry, leather, lacquer, polished and hand-applied finishes, stone, metalwork and textiles are sensitive to prolonged storage and to heat and humidity. Movement, shrinkage, splitting, checking, crazing or bloom of finishes, mildew, corrosion, adhesive failure and creasing arising from prolonged storage or ambient conditions are not defects, are excluded from the warranty in clause 13, and are not our responsibility. We remain responsible only for loss or damage caused by our own negligence, subject to clause 14.

10.9 Export crates are built for transit, not for prolonged storage, and retain moisture. Goods held under clause 10.8 should be uncrated and inspected within thirty (30) days. You or your agent may inspect at any reasonable time on notice. If you do not inspect, you may not afterwards claim in respect of damage or deterioration that inspection would have revealed or allowed to be prevented.

10.10 Where we hold the goods under clause 10.8, storage is free for two (2) weeks from the agreed delivery date, or for such other period as the quotation states. Thereafter storage, insurance and additional handling are charged at the rate stated on the quotation or, where no rate is stated, at our actual cost plus the coordination fee, and must be settled before redelivery.

10.11 If goods remain in our storage for more than ninety (90) days after the agreed delivery date and sums remain unpaid, we may, on fourteen (14) days written notice, sell the goods and apply the proceeds against what you owe, accounting to you for any surplus.

11. Inspection and Claims

11.1 Inspect the goods on delivery. Note any visible damage on the delivery note or bill of lading and photograph it, overall and in detail.

11.2 Notify us in writing of any damage, shortage or non-conformity within seventy-two (72) hours of delivery, and of any concealed damage within seventy-two (72) hours of discovery and in any event within thirty (30) days of delivery. Where goods are delivered to a receiving agent under clause 10, these periods run from the date of that delivery. Retain the packaging until the claim is resolved.

11.3 Where you appointed the carrier or forwarder, clause 11.9 applies and the claim is yours to bring. We will support it with documentation and photographs.

11.4 The periods in clause 11.2 are conditions of any claim for transit or delivery damage. They do not shorten the warranty period in clause 13.

11.12 You must preserve the goods, all packaging and all crating in the condition received until we have inspected or waived inspection. Disposal of packaging before that time is a waiver of the claim to the extent it prejudices our position or that of any carrier or insurer.

11.13 Where a claim is valid we bear the cost of inspection, packing and freight. Where it is not, those costs are yours and are invoiced on completion of the inspection.

11.14 Where a carrier, forwarder or receiving agent is liable, the claim lies against that party. We will provide documentation and photographs, and nothing in this clause makes us liable for their acts or omissions.

11.5 Where we arrange transport, we arrange cargo insurance in our own name and for the price payable by you, and the premium is charged under clause 5.1. Where goods are lost or damaged in transit, in storage, or during a customs examination, we handle the claim as principal and at our own cost. You are not a party to that claim and are not entitled to the claim file, adjuster’s reports, settlement correspondence or our underlying production or supplier documentation, all of which are confidential to us under clause 17.3.

11.6 Our remedy in every such case is to repair or re-make the affected pieces. We do not refund, and no refund is payable, in respect of goods lost or damaged after they have left our control.

11.7 Claims of this kind are settled against proof of replacement, so the replacement must be commissioned and invoiced before settlement is paid. Where risk has passed to you, the replacement is placed as a new order on these Terms and is payable by you on the same deposit and balance terms as the original order. We are not obliged to fund, advance or finance the replacement, to commence re-manufacture before payment, or to await settlement before invoicing you.

11.8 On settlement of the claim we will credit you with an amount equal to the price you paid for the damaged item, applied against the replacement order or refunded at your election. The amount of the settlement, and the basis on which it was calculated, are not disclosed and are not relevant to that credit. If the claim is declined for a reason within our control, the credit is payable in any event.

11.9 Where you have elected under clause 5.8 to arrange your own transport, the goods are insured by you and any claim is yours to bring. We will supply values, photographs and packing specifications to support it. In that case the replacement is a new order payable by you in full, no credit arises under clause 11.8, and any shortfall between your settlement and the cost of the replacement is for your account.

11.10 Where the goods were lost or damaged while risk remained with us, clauses 11.5 to 11.9 do not apply and we will repair or re-make the affected pieces at our cost.

11.11 Re-manufacture takes the normal production lead time for the piece concerned. Delay, disruption or inconvenience arising from loss, damage, customs examination, claim handling or re-manufacture does not constitute a breach of this agreement or a failure of service on our part, and does not entitle you to reject the balance of the order, to cancel, to withhold or set off any payment, to claim compensation, or to terminate.

12. Installation

12.1 This clause applies to order types 2.1(c) and 2.1(d).

12.2 We contract as seller and installer for work that does not require a contractor’s license. Where an element of the work requires a licensed trade, we engage an appropriately licensed subcontractor. Where any element would require a license we do not hold, that element is excluded from the order unless you engage that trade directly, and we do not warrant or coordinate work we have not contracted for.

12.3 You are responsible for obtaining and paying for all permits, inspections and approvals, and for any notice of commencement or similar filing. We do not apply for permits in your name unless we agree to do so in writing and the cost is quoted.

12.4 You are responsible for obtaining condominium, homeowners’ association, landlord and building-management approvals, and for advising us in advance of all site rules, permitted working hours, parking, loading, elevator and security arrangements, insurance and certificate requirements, and any restriction on access. Costs and delay arising from these are for your account.

12.5 You must provide safe, clear, unobstructed and exclusive access to the working areas at the agreed times, together with working power, water, lighting and reasonable climate control. Where these are not available, we may leave site and clauses 12.13 and 12.14 apply.

12.6 You must disclose the location of concealed services, utilities and structure before work begins. We are not responsible for damage to, or arising from, concealed services, utilities, structure or substrates whose location or condition was not disclosed to us.

12.7 We do not survey for, handle, disturb or remove asbestos, lead, mold or other hazardous materials. If any is encountered or suspected we will stop work immediately and leave site. Remediation is your responsibility and at your cost, and clauses 12.13 and 12.14 apply until we are able to resume.

12.8 Walls, floors, ceilings, substrates and openings must be structurally sound, level, plumb, dry, cured, finished and ready to receive the goods. Where they are not and you instruct us to proceed, we will do so at your risk and we do not warrant the installation or the appearance of the finished work.

12.9 Where as-built conditions differ from the plans, drawings or measurements on which the order was based, any resulting remedial, scribing, modification or refabrication work is a change order under clause 12.12.

12.10 We do not coordinate, supervise, inspect or warrant the work of others. Delay, damage or additional cost caused by other trades, by your contractors, or by incomplete work by others is for your account.

12.11 Protection, moving, storage and removal of existing furniture, floor coverings, artwork and fittings is your responsibility unless expressly quoted.

12.12 Changes to the installation scope require our written agreement. A change order states the revised price, the revised schedule and any revised lead time, and takes effect when you approve it in writing.

12.13 Where our installers attend site and cannot work, or must stop or leave, for any reason not attributable to us, standby time, abortive attendance, travel, accommodation, storage and remobilization are chargeable at our then-current rates.

12.14 Delay caused by you, by other trades, by site conditions or by approvals extends the schedule and the delivery date, and any resulting cost is for your account.

12.15 Installation is substantially complete when the goods are installed and usable for their intended purpose, notwithstanding minor incomplete or corrective items. The balance of the order is due on substantial completion.

12.16 Any minor incomplete or corrective items are recorded on a punch list at substantial completion and are the only items outstanding. Punch-list items do not justify withholding more than the reasonable cost of completing them, and do not entitle you to withhold the balance of the order or any sum on any other order.

12.17 We will remove our own packaging and installation debris. Removal and disposal of your existing property, and general site cleaning, are not included.

12.18 You are responsible for insuring the property and its contents during installation. We are responsible for damage caused by our own negligence, subject to clause 14.

12.19 We reserve all rights available to us under Chapter 713 of the Florida Statutes in respect of unpaid sums for services, goods and installation, and you will provide any information we reasonably require to preserve them. Where applicable law requires a construction lien notice or disclosure to be given in the contract, it is provided separately in the form required.

13. One-Year Limited Warranty

13.1 This is a LIMITED warranty. We warrant that the goods will be free from defects in materials and workmanship for one (1) year. Where we install, we separately warrant our installation workmanship for one (1) year from completion of installation.

13.2 The warranty period runs from delivery or, where we install, from completion of installation. Where goods are delivered to a receiving agent under clause 10, it runs from the date of that delivery and is not extended by any period of storage.

13.3 The warranty runs to you as the original buyer and is not transferable. Where you buy as a trade client for an end user, we will honor a claim made by you on that end user’s behalf.

13.4 To claim, notify us in writing within the warranty period, describing the defect and enclosing photographs. We may require reasonable access to inspect the goods in place before agreeing a remedy, and may require the goods or a part to be returned. Where a claim is valid we bear the cost of inspection, packing, freight, removal and reinstallation. Where it is not, those costs are yours.

13.5 Where goods incorporate third-party components — motors, controls, drivers, transformers, electronics and similar — the manufacturer’s warranty applies to those components and we pass it through to you. We will administer the claim where we reasonably can.

13.6 We will repair or replace within the normal production lead time for the piece. Where a material, finish or component has been discontinued or is unavailable, we may substitute a functionally and aesthetically equivalent alternative. Repair or alteration by anyone other than us or a person we approve voids this warranty as to the affected piece.

13.7 The warranty does not cover misuse, accident, neglect, mishandling, normal wear, alteration by others, failure to follow our care instructions, use of unsuitable cleaning products, damage from extremes of temperature or humidity or from failure to maintain reasonable climate control, use of indoor goods outdoors or in wet areas, deterioration of the kind described in clause 10.8, or damage of the kind described in clause 5.16. It does not cover materials you supply.

13.8 Commercial use. Unless the quotation describes the goods as contract grade or rated for commercial use, the goods are designed and made for residential use. Where they are used in a hotel, restaurant, office, retail, rental or other commercial or public space, this warranty covers defects in materials and workmanship only. It does not cover wear, abrasion, soiling, pilling, fading, seam slippage, loss of cushion resilience or any other deterioration arising from frequency or intensity of use beyond residential use. We do not warrant that the goods meet any fire, flammability, accessibility, building or code requirement that applies to a commercial or public space unless the quotation names that standard and states that the goods are certified to it. Identifying the standards that apply is your responsibility under clause 7.1.

13.9 Goods are handmade. Variation in color, tone, grain, veining, patina and character is inherent in natural materials and hand-applied finishes and is not a defect. Fading and oxidation are natural processes and are not warranted against. Dimensional tolerances stated in the quotation, approved shop drawings or technical schedule control; where none is stated, reasonable tolerances for handmade goods of that type apply. Variation is a defect only where it materially exceeds the agreed description or an approved sample.

13.10 Our obligation under this warranty is to repair or replace, at our election. We do not refund. Only where both repair and replacement are genuinely impossible may we, at our sole election, credit you with the purchase price of the affected goods. If that remedy is held to have failed of its essential purpose, our liability remains subject to clause 14.

13.11 CONSUMER PURCHASES. WHERE YOU BUY FOR PERSONAL, FAMILY OR HOUSEHOLD USE, WE DO NOT DISCLAIM IMPLIED WARRANTIES. ANY IMPLIED WARRANTY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED IN DURATION TO THE ONE (1) YEAR DURATION OF THIS WRITTEN WARRANTY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

13.12 TRADE AND BUSINESS PURCHASES. WHERE YOU BUY AS A TRADE CLIENT, FOR RESALE, OR OTHERWISE NOT AS A CONSUMER, THIS CLAUSE 13 IS THE ONLY WARRANTY WE GIVE. TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY EXTENDS BEYOND THE DESCRIPTION ON THE FACE OF THE QUOTATION.

14. Limitation of Liability

14.1 WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOSS OF USE, LOSS OF PROFIT, DELAY, OR THE COST OF ALTERNATIVE GOODS, ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, HOWEVER THE CLAIM ARISES. OUR TOTAL LIABILITY ON ANY ORDER SHALL NOT EXCEED THE PRICE PAID FOR THE GOODS GIVING RISE TO THE CLAIM.

14.2 Nothing in these Terms excludes or limits liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot lawfully be limited.

15. Intellectual Property

15.1 All drawings, specifications, schedules, renderings and design documents prepared by us remain our property, and all copyright and other intellectual property in them remains ours.

15.2 On payment in full you receive a non-exclusive, non-transferable license to use those documents for the property to which they relate. You may not use them for any other property, issue them to a third party for manufacture, or use them to procure the same or similar goods elsewhere.

16. Photography, Publication and Confidentiality

16.1 We may photograph goods we have supplied or installed, and may publish those photographs in our portfolio, website, press and social media. We will not identify you or the property address without your written consent.

16.2 Where you require that no photograph be published at all, tell us in writing before delivery and we will agree terms.

16.3 Each of us will keep the other’s commercial information confidential. We will not disclose your identity or the property without consent, save as clause 16.1 permits.

17. Trade Clients

17.1 This clause applies where you buy as a design professional, architect or procurement agent.

17.2 You will not, during the order and for twelve (12) months after its completion, deliberately approach a workshop, artisan, mill or supplier first introduced or identified to you through this order in order to procure directly goods materially related to this order and so bypass us. This does not apply to a relationship you can document as pre-existing, to a supplier you find independently through public sources, to an unsolicited approach made to you, or to unrelated goods or projects. Our remedy is damages actually suffered, and we may seek injunctive relief.

17.3 We do not disclose our cost basis. Trade prices are confidential and may not be shared with your client or any third party.

18. Force Majeure

18.1 We are not liable for delay or failure to perform caused by events beyond our reasonable control, including government action, tariffs and trade restrictions, pandemic, war, terrorism, civil unrest, fire, storm, flood, labor dispute, supply chain failure or shortage of materials or transport. We will have such additional time as is reasonable.

18.2 If such an event continues for more than ninety (90) days, either of us may terminate the affected order on written notice. You will pay costs reasonably incurred to that date, calculated as under clause 8.11.

19. Notices

19.1 Notices must be in writing. Notices to us go to contact@passerini.com and to 820 W Indiantown Road, Suite 101-102, Jupiter, Florida 33458. Notices to you go to the email and postal address on the order.

19.2 Routine notices, including warranty, shortage, damage and delivery claims, may be given by email alone. Email is effective on transmission if sent during business hours on a business day, and otherwise at the start of the next business day, unless the sender receives a delivery-failure message.

19.3 Notices of termination, formal default and indemnity demands, and notices relating to litigation, must be sent both by email and by courier or certified mail.

20. General

20.1 You may not assign or transfer your rights without our written consent. We may assign our rights, including receivables, on notice to you.

20.2 Clauses 4, 5, 6, 8, 9.3, 10, 11, 13, 14, 15, 16, 17 and 21 survive completion or termination.

20.3 If any provision is held invalid or unenforceable, it is severed and the remainder continues in force.

20.4 A failure or delay in enforcing any right is not a waiver of it. A waiver is effective only if given in writing.

20.5 Illustrations, weights, dimensions and descriptions in our brochures, price lists, website and marketing are approximate and do not form part of this agreement.

20.6 The rights and remedies in these Terms are cumulative and in addition to those provided by law.

20.7 The quotation carries the commercial terms of each order — price, currency and reference exchange rate, deposit, payment schedule, lead time, quotation validity, Incoterm, logistics treatment and rates, storage rate, and any order-specific inclusion or exclusion. Where the quotation states a commercial term different from these Terms, the quotation prevails.

20.9 Your purchase order, specification, email or other document does not amend the contract merely because we accept payment, acknowledge receipt, deliver goods or perform work.

20.8 In every other respect these Terms prevail, and clauses 5.14 to 5.17, 8, 9.3, 10.2 to 10.9, 11.5 to 11.11, 13, 14, 15, 16, 17 and 21 may not be varied, reduced or excluded by anything stated on a quotation, purchase order, or other document, except by a written variation signed by an authorized member of Passerini.

21. Governing Law and Disputes

21.1 This agreement and any dispute arising out of or in connection with it are governed by the laws of the State of Florida, without regard to its conflict of laws rules.

21.2 Before commencing proceedings, we will each attempt in good faith to resolve the dispute at principal level for twenty-one (21) days from written notice of dispute and, failing that, by mediation in Palm Beach County, Florida. Either party may initiate mediation by written notice. If we cannot agree a mediator within fourteen (14) days, either party may ask a Florida certified circuit civil mediator to be appointed by the Chief Judge of the Fifteenth Judicial Circuit. Mediation fees are shared equally and each party bears its own costs. The pre-suit requirement is satisfied once mediation has been held or the other party has declined to participate within thirty (30) days of notice.

21.3 Either party may act immediately without completing clause 21.2 to preserve or enforce a construction lien, to prevent the expiry of a limitation period, to seek emergency or injunctive relief, to repossess or preserve goods where lawful, to protect confidential information or intellectual property, or to collect an undisputed sum.

21.4 The state and federal courts sitting in Palm Beach County, Florida have exclusive jurisdiction, and each of us submits to that jurisdiction and waives any objection to venue.

21.5 In any proceeding, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including on appeal.

21.6 EACH OF US WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

21.7 Any action by you arising out of the goods supplied under this agreement, including any claim under clause 13, must be commenced within one (1) year after the cause of action accrues, as permitted by section 672.725, Florida Statutes, and any action not commenced within that period is barred. This clause does not apply to claims arising from installation or other services, which are subject to the period provided by law, and it does not limit the time within which we may bring an action to recover any sum due to us.

22. Mandatory Rights

22.1 Nothing in these Terms excludes or limits any right or remedy that cannot lawfully be excluded or limited. Where applicable law requires a notice or form to be given in respect of a particular transaction, we will provide it separately. This clause does not itself create any right of cancellation, refund or return.

Terms and Conditions of Sale, version 2026.2. Issued by Passerini LLC, 6 October 2026.