"Helmwood" refers to Helmwood LLC. "Client" refers to the purchaser identified on the Proposal. "Proposal" refers to the quotation, drawing package, specifications, pricing, and related project documentation issued by Helmwood. "Products" refers to all furniture, furnishings, millwork, upholstery, casework, tables, seating, mirrors, accessories, and related goods supplied by Helmwood.

A proposal is deemed accepted upon the earliest of: Signed approval; Written authorization to proceed; Payment of a deposit. Upon acceptance, these Terms & Conditions become binding.

Unless otherwise stated: Pricing is valid for thirty (30) days. Pricing is based upon current labor and material costs. Pricing may be revised for proposals not accepted within the validity period. Taxes are additional unless specifically included.

All Helmwood products are custom-made unless expressly identified otherwise. Client acknowledges that: Products are built specifically for the project. Custom orders cannot be returned for preference changes. Minor variations in dimensions, color, grain, texture, sheen, pattern matching, stitching, distressing, stone movement, metal patina, and natural material characteristics are normal and are not defects.

Wood, stone, leather, metal, and other natural materials inherently vary. Helmwood does not guarantee: Exact color matches; Exact grain matches; Exact stone veining; Exact patina appearance; Exact leather texture. Samples are intended as representations only. Natural movement, checking, expansion, contraction, and aging are expected characteristics of natural materials.

The Client is responsible for reviewing and approving: Drawings; Dimensions; Finish selections; Material selections; COM specifications; Hardware selections; Installation requirements. Once approved, Helmwood may rely on such approvals. Changes after approval may result in additional charges and schedule impacts.

Any modification to: Design; Materials; Dimensions; Finishes; Quantities; Delivery requirements; may require a written change order. Helmwood reserves the right to revise pricing and lead times accordingly.

Unless otherwise stated: A fifty percent (50%) deposit is required before work will commence. Production scheduling does not occur until deposit funds have cleared. Final payment shall be due upon notification that Products are complete and available for delivery, installation, or pickup. Ownership of Products remains with Helmwood until paid in full. Accepted payment methods may include ACH, check, wire transfer, and credit card. Credit card payments may be subject to a processing fee.

Upon acceptance of a Proposal and receipt of a deposit, Helmwood immediately commits production capacity and may begin design, engineering, procurement, scheduling, material acquisition, and fabrication activities. Accordingly, deposits are non-refundable unless otherwise agreed in writing by Helmwood.

Any invoice not paid when due shall accrue interest at the lesser of: One and one-half percent (1.5%) per month (18% annually); or The maximum rate permitted by applicable law. Client shall reimburse Helmwood for all costs incurred in collecting past-due amounts, including reasonable attorney's fees, court costs, collection agency fees, and related expenses. Helmwood may suspend production, delivery, installation, warranty service, future work, or release of completed Products until all outstanding balances are paid in full.

Title to all Products shall remain with Helmwood until payment has been received in full. Helmwood reserves the right to withhold delivery, installation, release, or transfer of possession of any Product until all amounts due have been paid.

If Client fails to make any payment when due, Helmwood may suspend performance on any or all active projects for Client until all past-due balances have been paid. Any resulting schedule adjustments shall not constitute a breach by Helmwood.

Orders may not be cancelled after acceptance except with Helmwood's written consent. If Helmwood permits cancellation, Client shall remain responsible for all costs incurred through the date of cancellation, including design, engineering, materials, labor, procurement, vendor commitments, storage, and administrative costs.

Lead times are estimates only. Lead times may be affected by: Material availability; Vendor delays; Freight disruptions; Design changes; Force majeure events; Client delays. Helmwood shall not be liable for schedule impacts caused by circumstances outside its reasonable control.

Client-supplied materials are accepted at the Client's risk. Helmwood is not responsible for: Fabric defects; Dye lot variations; Material shortages; Material performance issues; Delays resulting from COM. Additional yardage may be required.

Client is responsible for ensuring: Adequate access; Proper measurements; Functional elevators; Clear pathways; Suitable installation conditions. Additional labor, equipment, or delivery charges resulting from site conditions may be billed separately.

Delivery dates are estimates. Helmwood may subcontract transportation and installation services. Client must inspect products upon delivery. Visible freight or delivery damage must be reported immediately. Failure to note damage at delivery may limit available remedies.

Upon notification that Products are complete, final payment shall become immediately due regardless of whether delivery, installation, or pickup has occurred. Helmwood may withhold delivery until payment is received in full. Beginning ten (10) calendar days after notification of completion, storage fees may be assessed at the greater of: One percent (1%) of the total project value per month; or Actual third-party handling and storage costs incurred. Risk of loss for completed Products shall transfer to Client upon notification that the Products are complete and available for delivery, installation, or pickup. Products remaining unpaid or unclaimed for more than ninety (90) days following notification of completion may be deemed abandoned to the fullest extent permitted by law. Helmwood reserves the right to dispose of, repurpose, or sell such Products and apply any proceeds toward outstanding balances, storage charges, collection costs, and related expenses.

All pickups must be scheduled in advance. Helmwood requires a minimum of twenty-four (24) hours notice for pickups. Clients and movers assume responsibility for products once loaded.

Products shall be deemed accepted unless written notice of a claimed defect is received within five (5) business days following delivery. Normal characteristics of custom manufacturing and natural materials are not defects. Acceptance of Products shall not waive any warranty rights otherwise provided under Helmwood's Limited Warranty.

Warranty coverage is governed by Helmwood's Limited Warranty in effect at the time of purchase. Current warranty terms are available at: helmwood.com/warranty

Warranty does not cover: Abuse; Misuse; Neglect; Commercial use unless specified; Improper cleaning; Environmental exposure; Water damage; UV fading; Normal wear; Natural material movement; Acts of God; Unauthorized modifications.

Helmwood's maximum liability shall not exceed the purchase price of the affected product. Helmwood shall not be liable for: Consequential damages; Lost profits; Loss of use; Project delays; Third-party costs.

All drawings, renderings, specifications, engineering details, shop drawings, design concepts, and related materials remain the exclusive property of Helmwood unless otherwise agreed in writing. Such materials may not be reproduced, distributed, shared with third parties for competitive bidding, manufactured by others, or used for any purpose other than evaluation and execution of the Proposal without Helmwood's prior written consent.

Helmwood may photograph completed work for portfolio, marketing, website, social media, editorial, and publication purposes. Helmwood shall not intentionally disclose Client identity, address, or confidential information without Client's consent unless otherwise authorized.

Helmwood shall not be liable for delays caused by events beyond its reasonable control including: Natural disasters; Labor disruptions; Material shortages; Government actions; Transportation interruptions; Supplier failures.

These Terms & Conditions shall be governed by the laws of the State of Texas. Venue for any dispute shall lie exclusively in Harris County, Texas.

The prevailing party in any action arising from these Terms shall be entitled to recover reasonable attorney's fees and costs.

These Terms & Conditions, the Proposal, approved drawings, specifications, written change orders, and Helmwood's Limited Warranty constitute the entire agreement between the parties and supersede all prior discussions, negotiations, representations, and understandings.