Terms & Conditions.

I. Terms of Payment

Fifty percent (50%) of the total payment is due upon placement of the order and this deposit is non-refundable. The remaining balance, plus shipping and all applicable taxes, duties, and fees, must be paid in full prior to releasing the order from our warehouse in Belgium. For COL/COM projects (as defined in Section V), or projects involving materials supplied by the Purchasing Entity, the Purchasing Entity is also responsible for all expenses related to shipping those materials to Mobilya, LLC's factory (including but not limited to customs, duties, tariffs, delivery, insurance, and handling fees).

Pricing quoted by Mobilya, LLC expires fifteen (15) business days after the quote is issued, after which Mobilya, LLC reserves the right to revise pricing at its sole discretion without notice. Mobilya, LLC reserves the right to add a design fee for excessive layouts, customizations, additional technical drawings, or similar non-standard requests. All sales are final.

These Terms and Conditions constitute the standard terms upon which Mobilya, LLC conducts business with its trade partners. By placing an order, the Purchasing Entity acknowledges and agrees that these Terms and Conditions govern the parties' relationship in their entirety.

II. Orders and Specifications

Orders shall be placed as per Mobilya, LLC's ordering process. No orders shall be accepted prior to Mobilya, LLC's receipt of the following: (1) deposit; (2) signed Order Confirmation; and (3) in the case COL/COM is used, the full required batch of upholstery received at the Mobilya, LLC production facility in Belgium. The Order Confirmation and these Terms and Conditions shall supersede in their entirety any prior communications, commitments, and details related to the order, including emails, phone calls, and purchase orders. Mobilya, LLC does not have any contractual obligation to the customers of the Purchasing Entity.

Mobilya, LLC products are designed and manufactured for use as commercial seating in healthcare, senior living, and related environments. Product specifications — including seat height, seat depth, back height, weight capacity, and mechanical functions — vary by model and configuration. The Purchasing Entity is solely responsible for selecting the appropriate product model and configuration for its intended application and end user population. Specific product dimensions and weight capacities are set forth in Mobilya, LLC's product specification sheets, available at mobilya.care or provided with each product quotation. The Purchasing Entity shall notify Mobilya, LLC if standard specifications do not meet the requirements of its clients or end users so that appropriate modifications may be discussed.

Load capacities vary by model and component. The Purchasing Entity is responsible for reviewing and communicating Mobilya, LLC's product specification sheets to end users and facility staff. Products must never be used in a manner that exceeds specified load ratings. The Purchasing Entity shall be responsible for verifying all dimensions on drawings produced by Mobilya, LLC to determine if products fit within a given space. Mobilya, LLC cannot be held responsible for changes in room dimensions during or after the order process. Mobilya, LLC's assistance in developing space planning layouts is for reference only and does not constitute a guarantee of fit or functional suitability. Mobilya, LLC is not responsible for any installation issues arising from inaccurate information provided by the Purchasing Entity.

III. Price and Transportation

All payments shall be in United States Dollars. If the Purchasing Entity refuses to adhere to the terms of payment (deposit, final payment, shipping costs, and any other costs due to Mobilya, LLC), Mobilya, LLC may cease production, refuse to deliver any goods, and the Purchasing Entity shall immediately become liable to Mobilya, LLC for the unpaid balance and for damages as provided in Section VIII below. The Purchasing Entity agrees to pay Mobilya, LLC's cost of collection for overdue invoices, including reasonable attorneys' fees. All prices quoted are FOB Belgium manufacturing warehouse. The Purchasing Entity must complete the Mobilya, LLC Trade Program Application, accept these Terms and Conditions, and provide a valid resale license to be eligible to receive trade pricing. All purchases are for resale purposes only. It is the Purchasing Entity's responsibility to collect sales tax from the end user/client. Prices reflected in all quotations are accurate as of the date of the proposal. Should any import or export duties, tariffs, or other similar levies be imposed or changed after the effective date of a proposal, Mobilya, LLC may, at its sole discretion, adjust the price of the goods or services to reflect such changes.

As a reminder, full payment of the remaining balance is due upon order completion and must be received within five (5) business days of notification. If immediate shipping is not required, Mobilya, LLC is pleased to offer complimentary storage for up to sixty (60) days from the date of order completion, provided the final balance has been settled. At the conclusion of the complimentary storage period, Mobilya, LLC will coordinate and arrange shipment to the Purchasing Entity's address of record as specified in the signed Order Confirmation.

Important notice regarding wire transfers

Please exercise caution with any wiring instructions received via email. Cybercriminals may compromise email accounts and send convincing, fraudulent messages containing false wire details. To ensure the security of your transaction(s) with Mobilya, LLC, always verify the last four digits of our bank account by calling your designated sales representative directly. By reviewing this notice, you acknowledge the inherent risks of electronic communications and agree that Mobilya, LLC is not liable for any losses or issues resulting from misdirected wire transfers due to fraudulent activity.

IV. Delivery and Risk of Shipment

Mobilya, LLC shall attempt to make deliveries within a reasonable time in accordance with the Lead Times and Transit Times outlined below. Delivery dates are estimates only. In the event of delivery delays or loss of shipment, Mobilya, LLC will make commercially reasonable efforts to complete delivery, but shall not be obligated to provide refunds. Mobilya, LLC shall not be liable to the Purchasing Entity for any losses or damages, direct or indirect, special, incidental, consequential, or otherwise, arising out of any delay in filling orders or delivering Products, whether or not caused solely by Mobilya, LLC. All risk of loss or damage passes to the Purchasing Entity upon Mobilya, LLC's delivery to the address of record noted on the signed Order Confirmation. Mobilya, LLC retains a security interest in the goods until the purchase price is paid in full.

Upon delivery, Purchasing Entity must inspect all packaging for visible damage that may have occurred in transit. If damage is visible, Purchasing Entity shall note "Received with Damage" on the Delivery Receipt provided by the carrier driver and shall send a copy of the marked-up receipt to Mobilya, LLC within 24 hours. Failure to provide such receipt shall bar Mobilya, LLC from making an insurance claim on Purchasing Entity's behalf.

It is the Purchasing Entity's responsibility to inspect Mobilya, LLC products immediately upon receipt and to notify Mobilya, LLC in writing of inoperable or visibly damaged products within five (5) business days of receipt at the delivery location as per the signed Order Confirmation. All Products must be accepted by the Purchasing Entity subject to the inspection rights and damage notification procedures set forth in this Section. Mobilya, LLC strongly suggests immediately opening boxes upon delivery and loosening any plastic wrap to avoid temporary or permanent markings on the upholstery from prolonged contact with packing materials. Products should be stored in a climate-controlled environment in their original packaging after loosening the plastic wrap. Products may not be returned without Mobilya, LLC's prior written authorization. Upon written notice of inoperable products, a Mobilya, LLC factory representative will contact the Purchasing Entity to provide operational assistance. In the rare event of defective parts, a Mobilya, LLC representative will arrange for re-packaging, shipping, and insurance for return and replacement. Failure to provide timely written notice within five (5) business days shall constitute acceptance of the product. Claims arising after that period fall under the Limited Warranty described in Section XIII.

Product safety and recall

In the event Mobilya, LLC determines that a voluntary or mandatory product safety notice or recall is warranted, the Purchasing Entity shall promptly cease distribution of affected products upon written notice from Mobilya, LLC, cooperate fully with Mobilya, LLC's recall instructions, and assist Mobilya, LLC in notifying affected facilities or end users as directed. The allocation of costs associated with any recall shall be determined based on the nature and cause of the defect.

Lead times

Standard lead times are 8–12 weeks for production, commencing after Mobilya, LLC receives a signed Order Confirmation, which will be provided upon receipt of the 50% deposit. Lead times are subject to upholstery and component availability. Additional lead times apply for custom orders. When COL/COM materials are used, lead times will not commence until the full required quantity of tested and approved materials has arrived at Mobilya, LLC's production facility in Belgium, at the Purchasing Entity's expense (including shipping, VAT, and taxes), and the signed Order Confirmation has been received. No order shall enter production until Mobilya, LLC receives the signed Order Confirmation.

Transit times

Estimated transit times are noted below. Mobilya, LLC cannot be held responsible for shipping delays or calamities including force majeure events, U.S. Customs clearance delays, or port disruptions. Shipping is from our factory in Belgium to curbside at the delivery address on file per the signed Order Confirmation. Pricing does NOT include white glove delivery, installation, or debris removal.

V. Customer Own Leather / Customer Own Fabric — "COL/COM"

The Purchasing Entity shall provide Mobilya, LLC with a sample of the COM/COL material intended for upholstering Mobilya, LLC seating. This sample will undergo testing procedures determined by Mobilya, LLC at its sole discretion to evaluate suitability for use on Mobilya, LLC seating products. For further details, please refer to or request a copy of the "Mobilya, LLC COL/COM Reference Document."

Mobilya, LLC expressly disclaims all warranties, express or implied, regarding COL/COM supplied materials, including but not limited to their durability, wear and tear, cleanability, infection control suitability, quality, or longevity. All COL/COM materials are excluded from standard warranty coverage. Mobilya, LLC shall not be liable for any delays or expenses associated with imperfections, color variations, missing quantities, or any other defects in COL/COM materials. The Purchasing Entity is solely responsible for ensuring that any COL/COM material meets applicable infection control, fire safety, and regulatory standards required by the intended facility or clinical environment.

For COL/COM orders, production lead times will not commence until the full batch of upholstery meeting Mobilya, LLC's specifications is received at Mobilya, LLC's production facility in Belgium, notwithstanding submission of deposit and signed Order Confirmation. Mobilya, LLC shall have no obligation to unpack or quality-check COL/COM materials prior to receipt of a signed Order Confirmation. Fabrics must be 140 cm (55 inches) wide, and leathers must be at least 2 m x 2.5 m (approximately 79 x 98 inches), with no exceptions. For precise material requirements per project, the Purchasing Entity must consult a Mobilya, LLC representative. The Purchasing Entity shall inform Mobilya, LLC about repeats and/or patterns prior to order placement. If not provided, Mobilya, LLC may apply the upholstery at its sole discretion without liability. Additional charges will apply for repeats and/or patterns.

VI. Late Fees

A late fee of 2% per month (24% per year) will be charged on past due accounts.

VII. Clinical Suitability and Regulatory Compliance

Clinical suitability

Mobilya, LLC products are designed and manufactured as commercial seating for use in healthcare, senior living, and related environments. Mobilya, LLC's marketing materials, product descriptions, and website content — including any references to hospital development input, ergonomic testing, or suggested clinical applications — are provided for general informational purposes only and do not constitute clinical certifications, regulatory approvals, or warranties of fitness for any specific clinical application or patient population. The Purchasing Entity is solely responsible for independently evaluating and determining the suitability of Mobilya, LLC products for any specific clinical use, facility type, patient population, or care setting, including without limitation infusion centers, dialysis centers, hospital patient rooms, NICUs, memory care units, and assisted living facilities.

Not a medical device

Mobilya, LLC products, including models with stand-up assist, powerlift, or motorized functions, are commercial seating products and are not medical devices as defined by the U.S. Food and Drug Administration (FDA) or any other regulatory body. Mobilya, LLC makes no representation that its products are FDA-cleared or FDA-approved for any clinical use. The Purchasing Entity is solely responsible for determining whether Mobilya, LLC products require any regulatory clearance, approval, or registration in connection with the Purchasing Entity's specific application, and for obtaining any such clearance or approval prior to use. Mobilya, LLC products with stand-up assist or lift functions are not a substitute for clinical fall-prevention protocols, patient handling procedures, or the professional judgment of licensed healthcare providers.

Regulatory compliance

The Purchasing Entity is solely responsible for ensuring that the purchase, sale, installation, and use of Mobilya, LLC products complies with all applicable federal, state, and local laws and regulations governing the use of commercial seating in clinical or licensed care environments. These may include, without limitation, ADA accessibility standards, applicable CMS requirements, state health department regulations, and fire safety standards such as NFPA 101 and California Technical Bulletin 133 (TB 133). Mobilya, LLC makes no representation that its products comply with any specific regulatory standard applicable to the Purchasing Entity's facility or jurisdiction, and the Purchasing Entity is solely responsible for communicating these requirements to its client facilities.

Infection control

The Purchasing Entity is solely responsible for verifying that the upholstery materials, cleaning protocols, and disinfection products used on Mobilya, LLC seating are appropriate and compatible for the specific clinical environment and comply with applicable infection control standards. Use of cleaning agents not approved in the Mobilya, LLC Use and Care Handbook may void applicable warranty coverage. Mobilya, LLC shall not be liable for any damage to products, upholstery, or mechanical components resulting from the use of hospital-grade disinfectants, chemical agents, or cleaning protocols not expressly approved by Mobilya, LLC.

Limitation of marketing representations

No statement made in Mobilya, LLC's marketing materials, website, catalogs, or sales presentations constitutes a warranty, certification, regulatory approval, or guarantee of clinical performance. The Purchasing Entity acknowledges that it has not relied on any such representations as a basis for purchase and that the suitability of Mobilya, LLC products for any specific application is the Purchasing Entity's sole responsibility to verify.

VIII. Default

A "Default" shall occur if the Purchasing Entity: (i) materially breaches any provision of these Terms and Conditions and fails to cure such breach within five (5) business days after written notice from Mobilya, LLC specifying the nature of the breach; (ii) makes any unauthorized modification or alteration to Mobilya, LLC products; (iii) violates the intellectual property or confidentiality provisions of Section IX; (iv) fails to maintain the insurance coverage required under Section XII; (v) makes an unauthorized assignment in violation of Section X; or (vi) fails to comply with the clinical suitability and regulatory compliance obligations of Section VII.

If the Purchasing Entity defaults under these Terms and Conditions, it shall be liable for any direct damages incurred by Mobilya, LLC as a result of such default, including the loss of reasonably anticipated profits. In the event that Mobilya, LLC repossesses or retains any goods following such default, Mobilya, LLC may recover the contract price of the goods, as well as any reasonable costs directly incurred for freight, storage, handling, and disposal. The total amount recoverable shall be reduced by the fair market or scrap value of the repossessed goods at the time of repossession or retention. The remedies set forth in this Section are cumulative and in addition to any other remedies available to Mobilya, LLC at law or in equity.

IX. Intellectual Property and Confidentiality

Purchasing Entity acknowledges that Mobilya, LLC owns all exclusive product and design rights to any products built or developed by Mobilya, LLC, even if Purchasing Entity or any third party provided or inspired such designs. All intellectual property rights, designs, specifications, drawings, software, and related materials ("IP Rights") in Mobilya, LLC products and materials remain Mobilya, LLC's exclusive property. Purchasing Entity receives only a limited, non-exclusive, non-transferable right to use purchased products in the ordinary course of its business operations. Purchasing Entity shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, copy, modify, create derivative works of, or attempt to discover or recreate any Mobilya, LLC products, designs, or IP Rights.

Each party acknowledges it may receive confidential and proprietary information from the other party, including without limitation trade secrets, technical data, and product specifications ("Confidential Information"). The receiving party agrees to: (i) maintain confidentiality using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely as necessary to perform under these Terms and Conditions; (iii) limit access to those employees with a need to know; and (iv) not disclose such information to any third party without prior written consent. These confidentiality obligations shall survive termination for a period of five (5) years; provided that obligations with respect to information constituting trade secrets under applicable law shall continue for so long as such information remains a trade secret.

X. Assignment

Purchasing Entity may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under these Terms and Conditions without Mobilya, LLC's prior written consent, which consent may be withheld by Mobilya, LLC in its absolute and sole discretion. Mobilya, LLC may assign these Terms and Conditions or any of its rights or obligations hereunder without consent or notice to Purchasing Entity. Any attempted assignment, transfer, or delegation in violation hereof shall be null and void and of no force or effect.

XI. Indemnification

The Purchasing Entity unconditionally agrees to indemnify, defend, and hold Mobilya, LLC and its directors, officers, employees, agents, successors, and assigns harmless from and against any and all claims, demands, damages, losses, costs, expenses, and liabilities — including without limitation reasonable attorneys' fees and court costs — resulting directly or indirectly from:

1. any breach by Purchasing Entity of these Terms and Conditions;
2. any acts or omissions of Purchasing Entity, its agents, employees, contractors, or representatives;
3. the purchase, resale, specification, recommendation, delivery, installation, operation, or use of Mobilya, LLC products by Purchasing Entity, any facility, any end user, or any third party;
4. any failure by Purchasing Entity to inform its clients of applicable regulatory, compliance, or infection control requirements as contemplated under Section VII;
5. any representation made by Purchasing Entity to a facility, end user, or third party regarding the clinical performance, regulatory status, or suitability of Mobilya, LLC products; or
6. any modification or alteration of Mobilya, LLC products not authorized in writing by Mobilya, LLC.

Notwithstanding the foregoing, Mobilya, LLC shall indemnify, defend, and hold the Purchasing Entity harmless against claims arising solely and directly from Mobilya, LLC's own gross negligence or willful misconduct in the design or manufacture of its products.

The Purchasing Entity's indemnification obligations are non-negotiable, shall survive termination of these Terms and Conditions, and apply regardless of the legal theory upon which any claim is based.

XII. Insurance Requirements

By executing this agreement, the Purchasing Entity confirms that it has obtained and maintains, at its own expense, comprehensive general liability insurance with minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, covering bodily injury, property damage, and personal injury arising from or related to the Purchasing Entity's business operations, including the sale, specification, installation, and servicing of Mobilya, LLC products. Such insurance shall name Mobilya, LLC as an additional insured and shall include Products & Completed Operations coverage. Purchasing Entities engaged in physical delivery, installation, or on-site servicing of Mobilya, LLC products in clinical environments are strongly encouraged to carry umbrella or excess liability coverage commensurate with the risk profile of those activities.

The Purchasing Entity shall not agree to any waiver of subrogation in favor of any third party without Mobilya, LLC's prior written consent. The Purchasing Entity shall provide Mobilya, LLC with certificates of insurance evidencing such coverage upon request, and shall provide thirty (30) days' written notice to Mobilya, LLC of any cancellation, non-renewal, or material change in coverage. The Purchasing Entity's insurance obligations shall survive termination of these Terms and Conditions.

XIII. Warranties

By accepting delivery of Mobilya, LLC Products, Purchasing Entity accepts and agrees to be bound by the terms, conditions, limitations, and procedures set forth in Mobilya, LLC's Limited Warranty document, which is incorporated herein by reference and constitutes the complete expression of Mobilya, LLC's warranty obligations. Upon full payment, Mobilya, LLC warrants clear title to the goods.

Mobilya, LLC products are warranted for ordinary commercial seating use in healthcare, senior living, and related environments in accordance with Mobilya, LLC's product specifications and Use and Care Handbook. Mobilya, LLC expressly disclaims all liability for: (i) any use of products inconsistent with Mobilya, LLC's product specifications or Use and Care Handbook; (ii) any use in a clinical application not independently verified as suitable by the Purchasing Entity; (iii) damage resulting from cleaning agents or disinfectants not approved by Mobilya, LLC; (iv) damage resulting from unauthorized modifications or installations; (v) damage caused by misuse, abuse, neglect, or use exceeding stated weight capacity specifications; or (vi) normal wear and tear, including softening of foam cushioning, fading, or surface variations over time.

Claims about the goods must be submitted in writing to Mobilya, LLC within the timeframes specified in the Limited Warranty document. Claims not made within the specified timeframes are irrevocably waived. Purchasing Entity acknowledges its responsibilities when selling Mobilya, LLC products, including performing initial installation per the provided manual and assisting with troubleshooting. Mobilya, LLC provides phone and online support to authorized partners at its discretion. Any warranty is void unless installation strictly complies with provided manuals and specifications.

XIV. Remedies

In the event goods supplied are deemed non-merchantable by Mobilya, LLC in its sole discretion, Mobilya, LLC's sole obligation and liability shall be limited to replacement of such goods. Purchasing Entity shall not return any goods until Mobilya, LLC has had reasonable opportunity, not to exceed sixty (60) days, to investigate, and then only after receiving Mobilya, LLC's prior written authorization and shipping instructions.

Purchasing Entity agrees Mobilya, LLC shall not be liable for any third-party claims against Purchasing Entity, and waives any right of indemnification from Mobilya, LLC.

XV. Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws and regulations in performance of its obligations hereunder. The Purchasing Entity shall be responsible for compliance with all import/export regulations and customs requirements applicable to the goods, and for ensuring that its clients and end user facilities are informed of and responsible for all regulatory requirements applicable to their specific facility type, jurisdiction, and use of Mobilya, LLC products.

XVI. Force Majeure

Mobilya, LLC shall not be liable for any damages, losses, costs, expenses, or other liabilities resulting from any delay or failure of performance arising from any cause beyond Mobilya, LLC's reasonable control, including without limitation: accidents or mechanical failure of machinery or equipment; strikes, lockouts, or labor shortages; shortage of transportation, raw materials, or energy sources; fire; flood; extreme weather events; war (whether declared or undeclared); insurrection; riots; pandemics; acts of God or the public enemy; or priorities, allocations, limitations, or other acts required or requested by any governmental authority or agency. Mobilya, LLC may, in its sole discretion, cancel or delay performance for any period it deems reasonably necessary due to any of the foregoing, during which time these Terms and Conditions shall remain in full force and effect. Mobilya, LLC shall have the further right to allocate its available goods between its own uses and its customers in such manner as it may consider equitable, without liability to Purchasing Entity. The Purchasing Entity acknowledges and agrees that this Section constitutes an essential basis of the bargain between the parties.

XVII. Dispute Resolution

If a dispute arises from or relates to these Terms and Conditions or any breach thereof, and if the dispute cannot be settled through direct discussions between the parties, the parties agree to first endeavor to resolve the dispute through mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures. The mediation shall take place in San Francisco, California, before a single mediator applying California law without regard to its conflict of laws principles.

If the dispute is not resolved within sixty (60) days of the commencement of mediation, the dispute shall be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules before a single arbitrator in San Francisco, California. Judgment on the award may be entered in any court having jurisdiction. The arbitrator shall apply California law without regard to its conflict of laws principles. The prevailing party shall be entitled to recover its reasonable attorneys' fees, arbitration and mediation costs, and expert witness fees. Should one party refuse to participate in good faith mediation after proper written notice, the other party shall be deemed the "prevailing party" for purposes of fee recovery.

Nothing in this Section limits Mobilya, LLC's right to seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including enforcement of intellectual property rights or confidentiality obligations.

XVIII. General

These Terms and Conditions bind each party and their successors, assigns, executors, and administrators. These Terms and Conditions do not create any partnership, joint venture, agency, or employment relationship between the parties. These Terms and Conditions: (1) may be signed in multiple copies, including electronic copies pursuant to the E-SIGN Act and California UETA, each considered original and together forming one agreement; (2) are governed by the laws of the State of California without regard to its conflict of laws principles; (3) constitute the complete, final, and exclusive agreement between the parties on these matters, superseding all prior and contemporaneous agreements, understandings, purchase orders, communications, and representations, whether oral or written; and (4) can only be modified in writing signed by both parties.

These Terms and Conditions are to be read together with the signed Order Confirmation and the Mobilya, LLC Limited Warranty Document, which are incorporated herein by reference. Product specification sheets and the Mobilya, LLC Use and Care Handbook are available at mobilya.care and are incorporated by reference. In the event of conflict between these documents, these Terms and Conditions govern, followed by the signed Order Confirmation, followed by the Limited Warranty Document.

Any waiver of defaults or provisions must be in writing. If any part of these Terms and Conditions is found invalid or unenforceable, the remainder shall remain valid and shall be fairly interpreted to give maximum effect to the parties' original intent. All legal remedies are available and cumulative. Notices must be in writing via certified mail, overnight courier, or email to the Purchasing Entity addresses in the Trade Program Application, or to info@mobilya.care for Mobilya, LLC, or as updated by either party in writing. In these Terms and Conditions: singular includes plural and vice versa; "including" means "including but not limited to"; and headings are for convenience only and do not affect interpretation.