Terms and conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ENGAGING IN ANY TRANSACTION WITH CARLENA LLC.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Carlena LLC, a Virginia limited liability company doing business as Carlena Gallery ("Carlena," "Company," "we," "us," or "our"). By placing an order, making a purchase, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Article 1: Definitions and Applicability

1.1 Company Information

Carlena LLC is a limited liability company organized under the laws of the Commonwealth of Virginia, United States. Carlena operates under the trade name "Carlena Gallery" and specializes in the acquisition, sale, rental, and expertise of mid-century modern Italian design furniture from the 1950s through 1970s.

1.2 Definitions

In these Terms, the following definitions apply:

• "Agreement" means the contract formed between Carlena and Client for the sale, rental, or provision of services, incorporating these Terms.

• "Client" means any individual or entity that purchases, rents, or engages services from Carlena.

• "Consumer" means a natural person acting for purposes outside their trade, business, craft, or profession.

• "Product" or "Products" means any furniture, decorative object, or other item offered for sale or rental by Carlena.

• "Services" means expertise, appraisal, authentication, consultation, or other professional services provided by Carlena.

• "Website" means carlenagallery.com and any related digital platforms operated by Carlena.

1.3 Applicability

These Terms apply to all offers, agreements, sales, rentals, and services provided by Carlena, regardless of the communication channel through which the transaction is initiated (including Website inquiries, email, telephone, or in-person meetings). Any deviating terms or conditions proposed by the Client are expressly rejected unless explicitly accepted by Carlena in writing.

1.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

1.5 Language

These Terms are drafted in English. In the event of any translation, the English version shall prevail in case of discrepancy.

1.6 Amendments

Carlena reserves the right to modify these Terms at any time. Modified Terms become effective upon posting to the Website. The Terms in effect at the time of order confirmation shall govern that specific transaction.

Article 2: Website, Offers, and Contract Formation

2.1 Nature of the Website

The Carlena Gallery Website serves as a curated digital showroom and informational resource. The Website is not an e-commerce platform, and displaying Products on the Website does not constitute an offer to sell. Prices, availability, and descriptions shown on the Website are indicative and subject to change without notice.

2.2 Reserve Function

The "Reserve" or similar functionality on the Website constitutes a non-binding expression of interest by the Client. Reserving a Product does not create any obligation on either party and does not guarantee availability. Reserved Products remain available for sale to other parties until a binding Agreement is formed.

2.3 Contract Formation

A binding Agreement is formed only when all of the following conditions are met:

(a) Carlena has provided a written offer or invoice to the Client specifying the Product(s), price, and terms;

(b) The Client has accepted the offer in writing (email is sufficient); and

Until all three conditions are satisfied, no contract exists, and Carlena is free to sell the Product to another party or withdraw the offer.

2.4 Errors and Omissions

Carlena is not bound by offers containing obvious errors, omissions, or misprints. If the Client reasonably should have recognized that an offer contained a mistake, Carlena may void the transaction and refund any payments made.

2.5 Intellectual Property

All content on the Website, including photographs, descriptions, research, and design elements, is the exclusive property of Carlena or its licensors and is protected by copyright and other intellectual property laws. Clients may not reproduce, distribute, or use any Website content without prior written permission from Carlena.

Article 3: Right of Withdrawal (EU Consumers)

3.1 Applicability

This Article applies only to Consumers located in the European Union or European Economic Area who enter into a distance contract (concluded via email, telephone, or other remote means without simultaneous physical presence of the parties).

3.2 Withdrawal Period

Eligible Consumers may withdraw from the Agreement within fourteen (14) calendar days from the date of physical receipt of the Product, without providing any reason. To exercise this right, the Consumer must notify Carlena of the decision to withdraw by clear written statement (email to info@carlenagallery.com) before expiration of the withdrawal period.

3.3 Effects of Withdrawal

Upon valid withdrawal, Carlena will reimburse the purchase price of the Product. The Consumer must return the Product within fourteen (14) days of notifying withdrawal. All costs and risks associated with return shipping are borne by the Consumer. Products must be returned in original condition and packaging; the Consumer is liable for any diminished value resulting from handling beyond what is necessary to establish the nature and characteristics of the Product.

3.4 Exclusions

The right of withdrawal does not apply to:

• Products made to the Consumer's specifications or clearly personalized;

• Products that have been modified, restored, or altered at the Consumer's request after purchase;

• Services fully performed with Consumer's prior express consent and acknowledgment that the right of withdrawal would be lost.

Article 4: Prices and Payment

4.1 Currency and Prices

Unless otherwise specified, all prices are quoted in United States Dollars (USD). Prices quoted in other currencies are available upon request. Exchange rate fluctuations between the date of quotation and the date of payment are the Client's responsibility.

4.2 Taxes and Duties

Unless explicitly stated otherwise, prices do not include:

• Value Added Tax (VAT) or sales tax;

• Import duties, customs fees, or tariffs;

• Shipping, handling, insurance, and delivery costs;

• Any other government levies or third-party charges.

The Client is solely responsible for all such additional costs.

4.3 Payment Terms

Full payment is required prior to shipment or release of any Product. Payment must be made by wire transfer to the bank account specified in Carlena's invoice. Payment is deemed received when funds are credited to Carlena's account. Bank fees charged by the Client's financial institution are the Client's responsibility.

4.4 Deposits

Carlena may require a deposit to secure a Product pending full payment. Unless otherwise agreed in writing, deposits are non-refundable if the Client fails to complete the purchase within the agreed timeframe. In such case, Carlena may retain the deposit and resell the Product.

4.5 Late Payment

If any payment remains outstanding beyond the due date, the Client shall be in default without further notice. Interest shall accrue at the rate of one percent (1%) per month, or the maximum rate permitted by Virginia law, whichever is lower. Partial months are calculated as full months. All costs of collection, including reasonable attorneys' fees, shall be borne by the Client.

4.6 Set-Off

The Client has no right to set off any amounts owed to Carlena against any claims the Client may have against Carlena.

Article 5: Delivery and Shipping

5.1 Delivery Terms

Unless otherwise agreed in writing, all Products are sold Ex Works (EXW) from Carlena's storage facility in Italy (Incoterms® 2020). Risk of loss passes to the Client upon release of the Product from the storage facility.

5.2 Shipping Arrangements

Carlena will coordinate shipping logistics on behalf of the Client as a courtesy service. All shipping, handling, insurance, and related costs are quoted separately and must be paid in advance. The Client authorizes Carlena to engage freight forwarders, customs brokers, and carriers on the Client's behalf.

5.3 Deliveries to the United States

For deliveries to destinations within the United States:

(a) Carlena LLC acts as the Importer of Record (IOR) for U.S. Customs purposes;

(b) All import duties, taxes, customs fees, and related charges are the Client's responsibility and will be invoiced separately or collected prior to release;

(d) White-glove delivery, inside placement, unpacking, and debris removal are available at additional cost upon request.

5.4 International Deliveries (Outside USA)

For deliveries outside the United States, the Client is responsible for acting as Importer of Record in the destination country and for compliance with all applicable import regulations, duties, and taxes.

5.5 Delivery Times

Delivery times provided by Carlena are estimates only and are not guaranteed. Delays may occur due to customs clearance, permit requirements, carrier schedules, weather, or other factors beyond Carlena's control. Carlena shall not be liable for any damages, costs, or losses arising from delivery delays. Delivery delays do not entitle the Client to cancel the Agreement or withhold payment.

5.6 Insurance

Transit insurance is mandatory and will be arranged by Carlena on behalf of the Client. Insurance costs will be included in the shipping quotation. Coverage is limited to the invoice value of the Product. The Client must inspect the Product immediately upon delivery and document any visible damage before signing for receipt.

5.7 Refusal of Delivery

If the Client refuses to accept delivery or fails to provide necessary delivery instructions or documentation, Carlena may store the Product at the Client's risk and expense. Storage fees, additional transportation costs, and any related charges shall be invoiced to the Client. After thirty (30) days of storage, Carlena may sell the Product to recover amounts owed.

5.8 Export and Import Permits

Certain Products may require cultural heritage export permits from Italy and/or CITES permits for materials derived from protected species (such as ivory, tortoiseshell, or certain exotic woods). Carlena will use reasonable efforts to obtain required export permits, but cannot guarantee approval or timeline. The Client acknowledges that permit denial or delay may prevent or postpone delivery, and such circumstances shall not constitute breach by Carlena.

Article 6: Products – Condition and Warranties

6.1 "As-Is" Condition

ALL PRODUCTS ARE SOLD "AS-IS," "WHERE-IS," AND "WITH ALL FAULTS." Products offered by Carlena are vintage items, typically 50 to 75 years old. They are not new and may exhibit signs of age, wear, patina, prior repairs, replacements of components, or other conditions consistent with their age and history.

6.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARLENA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. No statement, description, photograph, condition report, or other representation made by Carlena or its representatives shall be deemed a warranty or guarantee of any kind.

6.3 Descriptions and Attributions

Descriptions of Products, including attributions to designers, manufacturers, periods, materials, dimensions, and provenance, represent Carlena's professional opinion based on available information. Such descriptions are provided in good faith but are not guaranteed. Minor variations in dimensions, color, or appearance between photographs and actual Products are normal and do not constitute grounds for return or claim.

6.4 Certificates of Authenticity

Carlena may provide a Certificate of Authenticity for certain Products upon request. Such certificates represent Carlena's professional opinion at the time of issuance. Unless otherwise specified in writing, certificates do not constitute a guarantee or warranty.

6.5 Electrical Items

IMPORTANT SAFETY NOTICE: Vintage lighting fixtures and other electrical items have not been rewired or inspected for electrical safety unless explicitly stated. The Client must have all electrical items inspected and, if necessary, rewired by a qualified electrician before use. Carlena assumes no liability for damage, injury, or loss resulting from the use of electrical items.

6.6 Regulated Materials (CITES)

Some vintage Products may contain materials subject to CITES (Convention on International Trade in Endangered Species) regulations, including but not limited to ivory, tortoiseshell, Brazilian rosewood, or other protected materials. The Client is responsible for understanding and complying with all applicable regulations regarding possession, import, and transport of such materials in their jurisdiction.

6.7 Intellectual Property

Purchase of a Product does not transfer any copyright, design rights, trademark rights, or other intellectual property rights associated with the Product or its design.

Article 7: Inspection and Complaints

7.1 Inspection Upon Delivery

The Client must inspect Products immediately upon delivery. Any visible damage, shortage, or discrepancy must be noted on the delivery receipt and reported to Carlena in writing within forty-eight (48) hours of delivery, accompanied by photographs documenting the issue.

7.2 Concealed Damage

Claims for concealed damage (damage not visible upon external inspection) must be reported to Carlena in writing within seven (7) days of delivery, accompanied by photographs and a detailed description.

7.3 General Complaints

All other complaints regarding Products or Services must be submitted to Carlena in writing within fourteen (14) days of delivery or performance. Complaints must clearly describe the issue and include supporting documentation. Failure to submit a timely complaint constitutes acceptance of the Product or Service as conforming to the Agreement.

7.4 Complaint Procedure

Complaints should be submitted by email to claims@carlenagallery.com. Carlena will acknowledge receipt within five (5) business days and will investigate the complaint. Submission of a complaint does not suspend the Client's payment obligations.

7.5 Remedies

If Carlena determines that a complaint is valid, Carlena may, at its sole discretion: (a) repair the Product; (b) replace the Product with a comparable item; or (c) refund the purchase price. This constitutes the Client's sole and exclusive remedy. Carlena shall not be liable for any additional damages.

7.6 Exclusions

No complaint shall be valid if the Product has been: (a) modified, repaired, or restored by anyone other than Carlena or its authorized agents; (b) subjected to misuse, neglect, or improper storage; (c) damaged by the Client or third parties after delivery; or (d) used in a manner inconsistent with its intended purpose.

Article 8: Retention of Title

8.1 Reservation of Ownership

Title to and ownership of all Products shall remain with Carlena until full payment has been received for all amounts owed by the Client to Carlena, including the purchase price, shipping costs, taxes, duties, interest, and any other charges.

8.2 Risk of Loss

Notwithstanding the retention of title, risk of loss passes to the Client upon release of the Product from Carlena's storage facility in accordance with Article 5.1.

8.3 Client Obligations

While title is retained by Carlena, the Client shall: (a) maintain the Product in good condition; (b) not sell, pledge, encumber, or otherwise dispose of the Product; (c) maintain adequate insurance; and (d) notify Carlena immediately if any third party asserts any claim against the Product.

8.4 Repossession

If the Client fails to fulfill any payment obligation, Carlena may repossess the Product without prejudice to any other rights or remedies. The Client grants Carlena and its agents the right to enter any premises where the Product is located for repossession purposes.

Article 9: Expertise and Appraisal Services

9.1 Nature of Services

Carlena offers expertise, authentication, and appraisal services for mid-century Italian design furniture. Such services represent the professional opinion of Carlena's experts based on visual examination, research, and available documentation.

9.2 Limitations

Expertise and appraisals are opinions, not guarantees. Values provided are estimates based on market conditions at the time of appraisal and may change. Carlena's opinions may differ from those of other experts. Carlena is not liable for any decisions made in reliance on its expertise or appraisals.

9.3 Fees

Fees for expertise and appraisal services will be quoted in advance and are payable upon completion of the service, regardless of the outcome or opinion rendered.

Article 10: Rental Services

[RESERVED] Carlena anticipates offering rental services for select Products. Specific terms and conditions for rentals will be published separately when this service becomes available. For current rental inquiries, please contact info@carlenagallery.com.

Article 11: Force Majeure

11.1 Definition

"Force Majeure" means any circumstance beyond Carlena's reasonable control that prevents or delays performance, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, fires;

• War, terrorism, civil unrest, or military action;

• Epidemics, pandemics, or public health emergencies;

• Government actions, embargoes, sanctions, export/import restrictions;

• Customs delays, permit denials, regulatory actions;

• Strikes, labor disputes, port closures;

• Transportation disruptions, carrier failures;

• Failure of suppliers or subcontractors.

11.2 Effect

Carlena's obligations are suspended for the duration of the Force Majeure event. If Force Majeure continues for more than ninety (90) days, either party may terminate the Agreement without liability for damages, and Carlena shall refund any payments received for undelivered Products, less any costs already incurred.

Article 12: Limitation of Liability

12.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARLENA'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO ANY AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID BY THE CLIENT FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

12.2 Exclusion of Damages

IN NO EVENT SHALL CARLENA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS, regardless of whether Carlena was advised of the possibility of such damages.

12.3 Exceptions

The limitations in this Article do not apply to liability arising from Carlena's gross negligence or willful misconduct, or to any liability that cannot be limited under applicable law.

12.4 Time Limitation

Any claim against Carlena must be brought within one (1) year after the cause of action accrues, or such claim shall be permanently barred.

Article 13: Termination

13.1 Termination by Carlena

Carlena may terminate any Agreement immediately upon written notice if:

(a) The Client fails to make any payment when due;

(b) The Client breaches any material provision of these Terms;

(d) The Client provides false or misleading information;

(e) Carlena reasonably believes the transaction may violate applicable sanctions or export control laws.

13.2 Effects of Termination

Upon termination: (a) all amounts owed to Carlena become immediately due and payable; (b) any deposit paid is forfeited; (c) Carlena may resell any undelivered Products; and (d) the Client remains liable for any damages, storage costs, and other losses incurred by Carlena.

Article 14: Confidentiality

14.1 Confidential Information

Both parties agree to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Agreement, including pricing, business terms, and personal information.

14.2 Use of Images

Carlena may photograph Products and use such photographs for marketing, portfolio, and promotional purposes, unless the Client provides written objection prior to completion of the transaction.

14.3 Privacy

Carlena processes personal data in accordance with its Privacy Statement, available at carlenagallery.com/privacy. By entering into an Agreement, the Client acknowledges having read and accepted the Privacy Statement.

Article 15: Compliance and Client Representations

15.1 Client Representations

By entering into an Agreement with Carlena, the Client represents and warrants that:

(a) The Client has the legal capacity and authority to enter into the Agreement;

(b) All information provided to Carlena is accurate and complete;

(c) All funds used for payment are derived from legitimate sources and are not connected to money laundering or other illegal activity;

(d) Neither the Client nor any beneficial owner is a person or entity subject to sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, or the United Nations;

(e) The Products will not be exported, re-exported, or transferred to any country, entity, or person prohibited by applicable export control or sanctions laws;

(f) The Client will provide accurate information for customs declarations and understands that false statements may result in civil or criminal penalties.

15.2 Sanctions and Export Controls

Carlena complies with all applicable sanctions and export control laws. Carlena may refuse to proceed with any transaction if it has reason to believe the transaction may violate such laws. Any deposit or payment received in connection with a transaction that is cancelled due to sanctions concerns shall be refunded, less any costs incurred by Carlena.

15.3 Indemnification

The Client agrees to indemnify, defend, and hold harmless Carlena and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from the Client's breach of these representations or any violation of applicable law.

Article 16: Dispute Resolution and Governing Law

16.1 Governing Law

These Terms and all Agreements shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

16.2 Negotiation

The parties shall attempt to resolve any dispute arising out of or relating to these Terms or any Agreement through good faith negotiation. Either party may initiate negotiation by providing written notice describing the dispute.

16.3 Arbitration

If the dispute is not resolved within thirty (30) days of the negotiation notice, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Richmond, Virginia, by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

16.5 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY AGREEMENT.

16.6 Prevailing Party

In any arbitration or litigation arising from these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the other party.

Article 17: General Provisions

17.1 Entire Agreement

These Terms, together with any written offer, invoice, or other written agreement between the parties, constitute the entire agreement between Carlena and the Client with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

17.2 No Waiver

Carlena's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by Carlena to be effective.

17.3 Assignment

The Client may not assign any rights or obligations under these Terms without Carlena's prior written consent. Carlena may assign its rights and obligations without restriction.

17.4 Notices

All notices under these Terms shall be in writing and sent to the addresses specified in the Agreement or, for Carlena, to the address below. Notices are effective upon receipt. Email is acceptable for routine communications; formal legal notices should be sent by registered mail or courier.

17.5 Headings

Article and section headings are for convenience only and shall not affect the interpretation of these Terms.

17.6 Survival

The provisions of these Terms that by their nature should survive termination (including, without limitation, provisions regarding limitation of liability, indemnification, confidentiality, and dispute resolution) shall survive any termination or expiration of an Agreement.

Article 18: Contact Information

Carlena LLC

Registered agent address:

8603 River Road

23229-8301 Richmond; VA

United States

General Inquiries: info@carlenagallery.com

Website: www.carlenagallery.com

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Last update: 12.02.2025