Terms and Conditions

Keystone & Co. Terms and Conditions

Order Acknowledgements

  1. Acceptance of Orders: Orders placed with Keystone & Co. are subject to acceptance based on the terms and conditions outlined in this document, as well as any terms specified in the quotation and acknowledgments provided by Keystone & Co.
  2. Precedence of Terms and Conditions: In case of any conflict between the terms and conditions outlined in this document and those of the purchaser’s purchase order contract, the terms and conditions provided by Keystone & Co will take precedence.
  3. Order Acknowledgement: Keystone & Co. commits to acknowledging all accepted orders within 3 business days.
  4. Purchaser’s Responsibility: It is the responsibility of the purchaser to review and compare the order acknowledgement received from Keystone & Co. with their original purchase order. This comparison should ensure that all information, including the style, quantity, fabrics, finishes, prices, shipping information, and other details is accurate and aligns with their expectations.
  5. Production orders: Unless Keystone & Co. is notified by the purchaser within 72 hours of the order acknowledgement, orders will be produced as per the terms and details specified in the acknowledgement.

Change Orders and Cancellations

  1. Change Orders: Any changes to a confirmed order, whether in whole or in part, require prior written consent from Keystone & Co.The expenses incurred as a result of these changes will be the responsibility of the purchaser. Please be aware that changes may impact the originally agreed upon delivery dates.
  2. Cancellations: Keystone & Co. makes all furniture as custom creations, therefore there will be no refunds of deposits. In the event of order cancellations, the Purchaser will be held liable for reasonable cancellation charges. Orders cannot be cancelled after 15 days from PO receipt.
  3. Payment Terms:

    Standard Payment Terms: The standard payment terms require a 50% deposit when placing an order, with the remaining balance due prior to shipping.

    Exceptions: If there are any deviations from these standard terms, such as different payment arrangements, they should be clearly noted on the quote provided by Keystone & Co.

    Interest on Past Due Accounts: A 1.5% interest charge will be assessed on all accounts that become past due. This is a monthly interest rate applied to the outstanding balance of overdue accounts.

    Legal Action: In the event it becomes necessary to take legal action to collect past due amounts, client will be responsible for covering all attorney’s fees and court costs.

    Accepted Payment Methods: Keystone & Co. accepts payment by checks, ACH (Automated Clearing House) and wire transfers as standard payment methods.

    Credit Card Payment: Payment via credit card may be arranged in advance of quotations being issued. If credit card payment is not arranged in advance, a fee of up to 3% may be assessed. This fee serves as a surcharge for processing credit card payments.

  4. Taxes
    Responsibility for Taxes, Fees, and Duties: Keystone & Co. states that any taxes, fees or duties we are required to pay or collect as a result of the sale, purchase, use, delivery storage or other activities will be charged to the purchaser.

    Reimbursement by the Purchaser: The purchaser is expected to promptly reimburse Keystone & Co. for the taxes, fees or dutes the company paid on their behalf.

Care and Maintenance

Inspection Responsibility: Customers are advised to regularly inspect the furniture for any damage, implementing a proactive approach to maintenance and potential warranty claims.

Installation and Relocation: When installing or relocating furniture handle it with care to avoid damaging joints, legs, wood surfaces or upholstery.  Avoid dropping, dragging or stacking heavy objects on it.

Protection from Sun:  Protect upholstered furniture from direct sunlight, as ultraviolet rays can cause fading and deterioration.  Wooid finishes can develop hairline cracks if exposed to excessive sunlight.

Temperature and Humidity:  Extreme room heat and humidity can also harm furniture. Maintain a stable indoor environment to prevent damage.

Cleaning Spills and Stains:  Before attempting to clean a spill or sloiled area, consult the manufacturer’s recommended cleaning method for the specific fabric or material.  Test the cleaning method in an inconspicuous area to ensure it doesn’t harm upholstery.

Fabric Care:  Never brush fabric with a stiff fiber or metal brush, as this can damage the fibers.  Instead follow the manufacturer’s recommendations for cleaning and care.

Cushion and Pillow Maintenance:  Rotate cushions and fluff back pillows frequently to maintain their shape and comfort.

Cleaning Wood Finishes:  Clean finishes at least once a month with a soft cloth slightly dampened with a water-soluble wood finish cleaner.  This helps remove built-up grease and grime.  Wipe off any excess moisture immediately, and avoid excessive rubbing during the cleaning process.

Polishing:  If you want to polish the exposed wood elements, use a polish specifically designed for furniture and the appropriate finish. Always test the polish in an inconspicuous area before applying it to the entire piece.

Shipping and Handling

FOB Factory: All sales are made on a FOB: Factory basis. This means the prices quoted do not include freight. We will be happy to obtain freight quotes on your behalf and present to you for approval before shipping. We can also arrange the freight transport for you, or if you have a preferred carrier, you can send them to pick up your shipment.

Inspection and Packaging: Keystone & Co. ensures that their products are carefully inspected and securely packaged before shipping. This is a standard practice to minimize the risk of damage during transit.

No Acceptance of Claims: Keystone & Co. explicitly states that they will not accept any claims for freight, warehousing or installation damage.

Customer Responsibility: Customers are responsible for carefully inspecting all merchandise upon arrival. If there is any damage, they are expected to make claims directly with the carrier. This is a crucial step in the process.

Documentation: Any freight damage and shortages must be noted on the carrier’s bill of lading or proof of delivery at the time of deliverty. This documentation is essential for filing a claim with the carrier.

Filing a claim: Claims for freight damage (visible or hidden) should be filed within 5 days of receipt of goods.

Preservation of Evidence: In case of damages, we advise keeping all packing materials, cartons and crating materials. Take digital photos immediately to document the damage. This is important to support your claim.

Failure to Comply: Failure to follow the above requirements will be considered as acceptance of the merchandise, and the customer waives all rights to claim defects, errors, or shortages.

Lead Times

  1. Stated Lead Times: The initial stated production lead times are determined based on Keystone & Co.’s current production schedule at the time a quote is issued.
  2. Adjustment of Lead Times: Once a purchase order is received, Keystone & Co. will confirm lead times. Adjustment to lead times may occur due to factors such as late approvals of shop drawings, finishes, COM arrivals, holiday schedules, shipping phenomena beyond our control, changes in available resources and other operational considerations.
  3. Delivery commitment: Keystone & Co. commits to making every effort to meet the shipping and delivery dates requested by the customer.
  4. Possible Causes of Delay: The statement also outlines several potential factors that could lead to delays in the delivery of orders. These include strikes or labor difficulties, failure or delays in sourcing materials, transportation issues, riots, fires, accidents, compliance with governmental regulations, civil strife, Acts of God (unpredictable natural disasters) and other factors beyond the company’s control. Keystone & Co. will not be held responsible for delays beyond our control.


Wood Finishes: All wood finishes will be quoted according to the specified requirements. We reserve the right to quote “Local Alternate” or “Available Alternate” which will be stated on the quote for clarity.

If specifications are unclear, the default wood species used will be beech, alder, local mahogany, or other with a standard wood stain finish. Pricing may be subject to an increase if a different wood species or finish is requested after the initial quotation is issued.

Natural variations in color and grain are inherent in every tree, and these differences contribute to the beauty and uniqueness of fine woods.

Samples are meant to give an indication of the finish’s color and character. Variations may occur.

Wood finishes are hand applied and may vary depending on the surface, shape, and material they are applied to.

Metal Finishes: Keystone & Co. offers a variety of metal finishes in plated, powder coated, automotive and pvd (electrostatic) treatments.

Customer’s Own Material (COM)

COM Requirements: COM is quoted assuming 54″ wide plain (not patterned) goods unless specific size and repeat specifications are provided with the request for quotation (RFQ). The quoted yardage is always approximated to the best of our ability, but subject to change. Changes in actual COM amounts which occurs during manufacturing process will NOT be the (cost) responsibility of Keystone & Co.

COL Requirement: To determine the COL requirement you should multiply the quoted yardage by 18. All square footage requirements are based on usable footage.

Responsibility for Selection: The designer, specifier or purchaser of COM or COL is responsible for choosing fabrics or leather suitable for their intended use and compliant with all local codes and regulations. This will not be the responsibility of Keystone & Co. on customer supplied materials.

Wear and Tear Disclaimer: Keystone & Co disclaims responsibility for how COM or COL materials wear in an installation setting and disclaims responsibility for defects that may arise.

Liability: Purchasers agree to defend and hold harmless Keystone & Co. for any claims including expenses and attorney’s fees related to alleged defects in COM / COL materials.

Cleaning and Care: It is cautioned that using non-recommended cleaners or water on these materials may damage them. Customers are advised to consult the COM / COL manufacturer for the proper cleaning procedures.


Warranty Coverage: Keystone & Co. offers a limited warranty for products. This warranty covers defects in materials and workmanship.

Warranty Duration: The warranty is valid for a period of one year from the date of shipment. It applies when the product is used in normal contract use.

Exclusions: The warranty does not cover customer supplied items (COM / COL). It does not apply to damage caused by shipping, misuse, abuse, or ordinary wear and tear.

Limitations: The warranty does not cover any loss of use, loss of revenue, or damage to customer supplied materials.

No Express or Implied warranties: The statement emphasizes that no other warranty, whether expressed or implied, is provided beyond the limited warranty mentioned.

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