Capitol Seating Company Terms and Conditions of Sale and Limited Warranty
Effective July 13, 2026
These Terms and Conditions govern commercial sales of Capitol Seating Company products and include the limited product warranty. Capitol Seating Company is the seller and warrantor under this document. “Purchaser” means the dealer or other party buying directly from Capitol Seating Company. “Original End User” means the first customer purchasing a new product from an Authorized Dealer for its own use rather than resale.
This version applies only to new orders for which these Terms and Conditions are made available and incorporated into the parties’ agreement on or after the effective date and actual publication of this version. Previously accepted orders and previously issued warranties remain governed by their applicable terms unless validly amended by agreement. Publication of a revision does not itself amend an existing contract or warranty.
1 Order acceptance and controlling terms
Capitol Seating Company sells its manufactured products through Authorized Dealers. Quotations, order acknowledgments and offers to sell that reference these Terms and Conditions incorporate them by reference. Capitol Seating Company’s acceptance of an order is expressly conditioned on Purchaser’s assent to these Terms and Conditions. Purchaser’s order or authorization to proceed in response to that offer constitutes acceptance to the extent permitted by applicable law.
Capitol Seating Company objects to additional or conflicting terms in purchase orders, procurement portals, bid documents or other Purchaser documents. Receipt of such documents, performance or shipment does not by itself constitute Capitol Seating Company’s agreement to those terms. A separately negotiated written agreement signed by an authorized Capitol Seating Company officer controls over inconsistent provisions of these Terms and Conditions. Transaction-specific quantities, prices, specifications and payment terms expressly accepted in Capitol Seating Company’s acknowledgment govern that order, subject to the rights expressly reserved here.
No dealer, installer, sales representative or other person may enlarge Capitol Seating Company’s warranty or assume obligations on its behalf without written authorization from an authorized officer. Dealers must make the applicable warranty and its limitations available to the Original End User before purchase. A dealer’s separate promises are the dealer’s responsibility.
2 Quotes and pricing
Unless the quotation states otherwise, prices are valid for 60 days, apply only to the identified project, end user, products and quantities, and exclude freight, delivery, installation and applicable taxes. Bid pricing is for the quoted purchase only. Changes in quantities, product mix, options or the portion of a bid awarded may require revised pricing before order acceptance. Reference the quote number when ordering.
Standard color pricing applies when colors are not specified. Optional colors and nonstandard features may carry additional charges. Orders must be placed within the quotation’s validity period and scheduled within the delivery window stated in the quotation. If no delivery window is stated, delivery must be scheduled within six months after the quotation date unless Capitol Seating Company agrees otherwise in writing.
Freight quotations are estimates at prevailing rates. Actual rates, fuel surcharges and applicable accessorial charges at shipment apply. Purchaser is responsible for applicable sales, use and similar transaction taxes unless a valid exemption certificate is timely provided.
For state or other purchasing contracts, Dealers must timely provide extension, rebid, approved-pricing and reporting requirements. Pricing changes under those contracts remain subject to the contract’s applicable approval requirements.
3 Dealer support and samples
Authorized Dealers are responsible for promoting Capitol Seating Company products in their coverage areas. Capitol Seating Company may provide leads, construction reports, project protection and sales support under its current programs and may review Dealer performance periodically.
Product samples are subject to availability and approval. Unless otherwise agreed, approved free samples carry freight charges payable by the Dealer through third-party billing or prepaid freight added to the invoice. Capitol Seating Company may decline sample requests or change sample programs for future requests.
4 Orders and acknowledgments
Submit purchase orders to Capitol Seating Company using the ordering contact provided in its quotation and specify quantities, models, colors, finishes, dimensions, options, delivery location and special requirements. Standard options apply where requirements are omitted and Capitol Seating Company accepts the order on that basis. Lead times are estimated when complete order information is received and entered.
Purchaser must review the order acknowledgment and report discrepancies or omissions in writing within 48 hours after receipt and before production where practicable. Changes require Capitol Seating Company’s written approval and a revised acknowledgment. This review requirement does not eliminate rights that cannot lawfully be waived or convert an unagreed material change into an agreed term solely through silence.
Quick ship products are available on a first-come, first-served basis. Inventory is not reserved until Capitol Seating Company accepts the order and confirms allocation. Availability remains subject to prior sale and applicable payment requirements.
5 Credit and prepayment
Credit is discretionary and subject to continuing review. Unless the accepted order states otherwise, approved credit accounts are payable net 30 days from the invoice date. All payments must be in U.S. dollars. Purchaser’s obligation to pay is not contingent on payment by its customer or another third party.
CAPITOL SEATING COMPANY MAY MODIFY, SUSPEND OR WITHDRAW CREDIT AND REQUIRE A DEPOSIT, PARTIAL PREPAYMENT OR PAYMENT IN FULL BEFORE PRODUCTION OR SHIPMENT OF ANY UNSHIPPED ORDER OR PORTION OF AN ORDER, INCLUDING ORDERS PREVIOUSLY ACCEPTED UNDER THESE TERMS. This reserved right will be exercised in good faith on written notice. Purchaser will be given a commercially reasonable opportunity to comply, taking account of the scheduled production or shipment date and the circumstances.
Capitol Seating Company may suspend affected production or shipments pending receipt of required funds or agreed payment assurance. A suspension properly made under this section will extend affected performance dates by a reasonable period. Past credit approval, acceptance of an order or a course of dealing does not obligate Capitol Seating Company to continue extending credit. This section does not retroactively alter payment terms for products already shipped or override a separate signed agreement that expressly restricts credit changes.
Capitol Seating Company also retains any right under applicable law to request adequate assurance of performance. Delinquent accounts may be placed on credit hold. Future pricing and credit limits may be adjusted when new orders are quoted or accepted.
6 Payment and separate claims
PAYMENT FOR PRODUCTS SHIPPED UNDER THE CONTRACT IS DUE ACCORDING TO THE APPLICABLE PAYMENT TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER SHALL NOT WITHHOLD, OFFSET, REDUCE OR DELAY PAYMENT BECAUSE OF A WARRANTY CLAIM, FREIGHT CLAIM, INSTALLATION ISSUE, BACKCHARGE OR OTHER DISPUTE. Claims must be presented and resolved separately. A dispute does not authorize Purchaser to issue its own credit or deduct an unapproved charge.
This payment obligation remains subject to credits or refunds authorized by Capitol Seating Company, final binding adjudications and rights or defenses that cannot lawfully be waived. Nothing requires payment twice for the same goods or eliminates remedies that applicable law does not permit the parties to exclude.
Balances more than 30 days past due accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Purchaser is responsible for reasonable collection costs and attorneys’ fees to the extent recoverable under the parties’ agreement and applicable law. No charge will exceed a lawful limit.
7 Changes and cancellations
Orders may be changed or cancelled only with Capitol Seating Company’s written approval. Requested changes, including delivery-date changes, must be submitted in writing. Approved changes after production begins are subject to a 10% change-order fee on the affected product price, plus applicable charges for changed options or nonstandard features.
For approved cancellations of standard products, the cancellation charge is 10% of the cancelled product price after 10 working days from the acknowledgment date, or 20% after production begins. These cancellation percentages are alternatives and are not cumulative. Charges apply only to the extent permitted by law as reasonable compensation and not as a penalty.
Special-order, custom, modified, nonstandard and project-specific products and materials are noncancellable and nonreturnable without express written approval. Any approved cancellation will state the applicable charges for work performed and nonrecoverable commitments, with allowance for avoided costs and recovery from resale as required by law. Capitol Seating Company will not recover twice for the same loss.
Cancellation of unshipped goods does not cancel payment obligations for goods previously shipped under the contract.
8 Product changes and substitutions
Capitol Seating Company may change product designs, specifications, materials and colors or discontinue products for future orders. For orders accepted under these Terms and Conditions, Capitol Seating Company may substitute materials, components, hardware, finishes or products when reasonably necessary because of availability, discontinuation, supply conditions or production requirements.
Permitted substitutes must be commercially reasonable and substantially equivalent in function, quality, durability and intended use. A substitution must not materially diminish safety, required fit or compatibility, or compliance with specifications expressly accepted as essential to the project. Material changes to an expressly selected color, finish, dimension or model require Purchaser’s written approval. Capitol Seating Company will notify Purchaser of a product-level substitution before shipment.
A substitution meeting these requirements constitutes conforming performance and does not alone justify cancellation, rejection, withholding of payment or backcharge. A substitution outside these requirements requires written agreement. Substitutions do not authorize a price increase without Purchaser’s agreement.
Minor manufacturing variations in dimensions, grain, texture, sheen, color or configuration are not defects when within applicable specifications and when they do not materially impair quality, intended function or required appearance.
9 Partial shipments
Capitol Seating Company may manufacture, ship and invoice an order in installments unless it expressly agrees otherwise in writing. Each shipment is separately invoiced and payable under the applicable terms. Cancellation, delay, shortage or inability to complete an unshipped balance does not excuse timely payment for conforming products already shipped and accepted. Claims concerning another installment must be handled separately, subject to nonwaivable rights under applicable law.
Capitol Seating Company will communicate material changes to an order’s fulfillment. Amounts prepaid for products that Capitol Seating Company will not supply will be refunded, less only amounts properly due under the contract and applicable law. This section does not authorize retention of payment for unprovided goods without a contractual and lawful basis.
10 Shipping dates and storage
Acknowledged ship and delivery dates are estimates unless an authorized Capitol Seating Company officer expressly guarantees a date in a separate signed writing. Capitol Seating Company will use commercially reasonable efforts to meet estimates. An estimated date alone does not create a guaranteed completion date or an obligation to pay project penalties.
Purchaser must promptly report construction delays, receiving restrictions and changes in delivery readiness. Orders held at Purchaser’s request more than 30 days beyond the originally requested ship date are subject to a one-time handling, carrying and storage fee of 1% of the held product price. Additional storage arrangements and charges require written agreement. School construction delays and other storage needs will be addressed case by case.
Dealers must cooperate in reasonable efforts to mitigate delay-related costs. Rental furniture, substitute purchases and other third-party costs are not chargeable to Capitol Seating Company without its prior written approval, subject to applicable law.
11 Freight and delivery arrangements
Unless Capitol Seating Company expressly agrees otherwise in writing, shipments are FOB Capitol Seating Company’s shipping point in Belton, Texas. Title and risk of loss pass to Purchaser upon delivery to the carrier, subject to applicable law concerning nonconforming goods. Arranging or prepaying freight does not alone change that allocation.
For prepaid-and-add freight, Capitol Seating Company arranges pickup and adds applicable freight charges to the invoice. Standard less-than-truckload service is dock-to-dock. Purchaser must disclose limited-access, inside-delivery, residential, liftgate, appointment, multiple-stop and other special requirements before freight is arranged. Purchaser is responsible for additional fuel, accessorial, redelivery, detention and operating charges caused by undisclosed conditions or Purchaser’s or consignee’s acts or omissions.
For third-party-billed freight, the Dealer coordinates pickup and delivery with the carrier and consignee. Arrange pickup at least 48 hours in advance. Live loads require an appointment and generally take two to four hours. Morning appointments are scheduled; arrivals after noon Central Time may be delayed until the next available morning slot.
Carriers must provide suitable load locks or straps. Capitol Seating Company may withhold release until the load is secured and may supply required restraints at Dealer expense. Outgoing shipments may be photographed for loading and damage documentation.
Undelivered standard-product shipments returned because of Purchaser’s or consignee’s failure to receive an agreed shipment may incur a 20% restocking charge plus freight, to the extent lawful. Custom and nonstandard products remain subject to Section 7. Returns caused by Capitol Seating Company’s confirmed error or covered defect are handled under the applicable claim procedure rather than the discretionary-return restocking charge.
12 Inspection shortages and transit damage
Inspect and count goods upon delivery and inspect them during unpacking and installation. Note visible shortages and damage on the delivery receipt. Open damaged cartons promptly and report shortages or transit damage to Capitol Seating Company within three business days after delivery. Report concealed damage promptly upon discovery and within applicable carrier deadlines.
Retain damaged goods, packaging and shipping documents until disposition is authorized. Provide photographs of the damage and packaging, including conditions before unloading when safely practicable, together with the delivery receipt and item counts. Failure to preserve evidence or give timely notice may impair or defeat a claim to the extent permitted by law; it does not automatically waive a latent manufacturing-defect claim that could not reasonably have been discovered at delivery.
The Dealer is responsible for carrier claims on third-party freight. For freight arranged by Capitol Seating Company, Capitol Seating Company will assist with claim documentation and coordinate an approved disposition. Such assistance does not change the agreed risk of loss or constitute acceptance of liability. Do not repair, discard or return disputed goods without instructions, except as reasonably necessary for safety or to prevent further damage.
13 Returns
Contact Customer Service before any return. Approved returns require a Return Merchandise Authorization number, which expires 45 days after issuance. Unauthorized returns may be refused. Unless the authorization states otherwise, discretionary returns must be unused and in saleable condition and are subject to a 20% restocking charge and Dealer-paid return freight.
Special-order and nonstandard products require express preapproval. Returns for confirmed covered defects or Capitol Seating Company shipping errors follow the applicable remedy and written return instructions; the discretionary-return restocking charge does not apply to those returns.
14 Limited warranty coverage and periods
Capitol Seating Company warrants its new products against substantial defects in original materials and workmanship under normal intended use, subject to all exclusions, remedies and limitations in this document. Warranty coverage benefits the Original End User purchasing through an Authorized Dealer and is administered through that Dealer. Coverage is nontransferable after the original retail sale.
THE PERIODS BELOW ARE SUBJECT TO THE CONTINUING OPERATIONS LIMITATION IN SECTION 17. THEY ARE NOT A GUARANTEE THAT CAPITOL SEATING COMPANY WILL CONTINUE OPERATING FOR THE STATED PERIOD.
| Product or component | Warranty period |
| General product coverage unless a specific period applies below | 10 years from original purchase |
| Moving and wearing parts against manufacturing defects only | 1 year from original purchase |
| Glides against manufacturing defects only | 5 years from original purchase |
| Laminates | 10 years from original purchase |
| Ntersect frame structure | 15 years from original purchase |
| Other metal frame structures | Effective useful life of the frame from original purchase, subject to Section 17 |
The specific component period controls over general coverage. Frame coverage addresses structural defects in construction, materials or workmanship; it does not extend the coverage period for finishes, upholstery, glides or moving parts. Effective useful life means the period the frame remains reasonably serviceable under normal intended use and maintenance, excluding the effects of ordinary wear, abuse or excluded conditions. It does not mean the life of the Purchaser or Original End User.
For this warranty, normal use means the product’s intended indoor educational or commercial use during a normal 40-hour workweek, unless Capitol Seating Company’s written product specifications permit otherwise. Seating use is limited to persons weighing 250 pounds or less unless the particular product’s written rating states otherwise; a lower stated rating always controls. Products are for indoor use unless expressly designated for outdoor use. These provisions do not expand a product’s published safety or load rating.
15 Warranty exclusions
This limited warranty does not cover ordinary wear and tear, including wear of moving parts and glides; vinyl or fabric upholstery material; abuse, misuse, vandalism, impact or overloading; improper assembly, installation, adjustment, inspection or maintenance; or damage caused by use contrary to product instructions.
Damage or failure caused by unauthorized modifications, attachments, repairs or incompatible parts is excluded. Use of unauthorized parts does not exclude an unrelated manufacturing defect. Damage caused by incompatible flooring, cleaning chemicals, other materials or other manufacturers’ products is excluded. Purchaser and the installer are responsible for selecting suitable glides and protecting flooring.
Moisture-related corrosion, exposure to weather or unsuitable environmental conditions, and damage caused by fire, flood or other external events are excluded. Ordinary color variations in thermoset hard plastic or molded polypropylene, minor finish variation, discoloration near concealed weld areas and normal coating wear are not defects when they do not materially impair the applicable product specifications or intended function. A substantial manufacturing defect is not excluded merely because it affects a finish.
16 Warranty claims and exclusive remedies
Contact the selling Dealer within three business days after discovering a suspected defect. The Dealer must promptly notify Capitol Seating Company. If the Dealer is unavailable, contact Capitol Seating Company directly. Remove potentially unsafe products from service, label them and preserve them for inspection. Provide the original invoice or other purchase evidence, product identification, quantities affected, a description of the issue and photographs. Reasonable delay that does not prejudice evaluation will not alone defeat a claim where applicable law provides otherwise.
Allow a reasonable opportunity for inspection and evaluation. For a covered defect, Capitol Seating Company will, at its election, repair the defective product or component, replace it with the same or a reasonably comparable product or component, or refund or credit the original purchase price attributable to the defective item, less reasonable depreciation for age and use. If a credit cannot reasonably be used because Capitol Seating Company is no longer accepting orders, an elected monetary remedy will be paid as a refund rather than an unusable credit.
Covered replacement products or parts will be supplied without charge for those products or parts. Unless Capitol Seating Company approves the expense in writing in advance, the remedy excludes labor, removal, installation, reinstallation, travel, storage, expedited freight, rental furniture, project penalties and other incidental or consequential costs, to the extent permitted by law. Return freight and any authorized service arrangements will be specified in the claim approval. Any cost that applicable law requires Capitol Seating Company to bear remains its responsibility.
Dealers must mitigate costs, provide requested local freight or installation estimates and obtain written approval before incurring costs chargeable to Capitol Seating Company. Repair or replacement does not extend or restart the original warranty period. The remedies in this section are exclusive to the extent permitted by law, subject to Section 19.
17 Continuing operations and responsibility for warranty
THIS LIMITED WARRANTY IS AN OBLIGATION ONLY OF CAPITOL SEATING COMPANY. FOR SALES GOVERNED BY THIS VERSION, THE OBLIGATION TO PROVIDE FUTURE WARRANTY SERVICE IS CONDITIONED ON THAT ENTITY CONTINUING ORDINARY BUSINESS OPERATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, FUTURE WARRANTY SERVICE OBLIGATIONS END UPON ITS DISSOLUTION, LIQUIDATION OR PERMANENT CESSATION OF ORDINARY BUSINESS OPERATIONS.
This limitation does not retroactively alter warranties issued under earlier terms, discharge an accrued claim or liability that survives under applicable law, or excuse a breach occurring before cessation. A temporary interruption of operations or shortage of personnel, parts or funds does not by itself terminate this warranty.
No shareholder, officer, employee, affiliate or Dealer personally guarantees this warranty merely because of that relationship. A sale of assets, trade names, brands, websites, domain names, product lines, equipment, inventory or intellectual property does not by itself constitute an express assumption of this warranty by the buyer. Another entity is responsible only to the extent it expressly assumes responsibility in writing or applicable law imposes responsibility. Continued use of a transferred trade name, brand, website or domain name by an asset purchaser does not by itself constitute continued ordinary business operations of Capitol Seating Company or an express assumption of its warranty obligations. Nothing here releases an entity that remains legally responsible or excludes liability imposed by law.
18 Disclaimer of other warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIMITED EXPRESS WARRANTY IN THIS DOCUMENT IS THE EXCLUSIVE PRODUCT WARRANTY, AND CAPITOL SEATING COMAPNY DISCLAIMS OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No disclaimer negates an express warranty that applicable law makes binding or excludes a warranty that cannot lawfully be excluded. Where applicable law prohibits an implied-warranty disclaimer, the disclaimer does not apply.
19 Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, CAPITOL SEATING COMPANY’S TOTAL LIABILITY ARISING FROM A PRODUCT OR THE AFFECTED PORTION OF AN ORDER SHALL NOT EXCEED THE PURCHASE PRICE PAID OR PAYABLE TO CAPITOL SEATING COMPANY FOR THAT PRODUCT OR AFFECTED PORTION. CAPITOL SEATING COMPANY SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF USE, PROJECT DELAYS OR THIRD-PARTY PENALTIES. These limitations apply regardless of the asserted theory of recovery, to the extent lawful.
These provisions do not exclude liability for fraud, willful misconduct, or injury or other liability to the extent it cannot lawfully be limited. They do not eliminate a remedy required by law when an exclusive remedy fails of its essential purpose. Any otherwise enforceable exclusion of consequential damages remains effective to the extent independently permitted by law. Mandatory consumer protections, if applicable to a transaction, control over inconsistent provisions.
20 Events beyond reasonable control
Capitol Seating Company is excused from affected performance to the extent and for the period permitted by applicable law when performance is prevented or materially delayed by events beyond its reasonable control, including casualty, severe weather, utility interruption, governmental restrictions, transportation disruptions, labor disruptions or qualifying supplier failures or material shortages.
Capitol Seating Company will give reasonable notice of a material interruption, use commercially reasonable mitigation efforts and allocate constrained supply on a fair and reasonable basis. Ordinary cost increases or a voluntary business closure are not automatically events excusing performance under this section. Materially changed delivery arrangements, substitutions and refunds remain subject to the other provisions of this document and applicable law.
21 Governing law and venue
These Terms and Conditions and the limited warranty are governed by Texas law, without regard to conflict-of-law rules, except where mandatory law requires otherwise. To the extent permitted by law, exclusive venue for disputes arising out of a Capitol Seating Company sale, product or this document is in the Texas state courts in Bell County or the federal court having jurisdiction over Bell County, Texas. The parties consent to personal jurisdiction in those courts.
22 General provisions and survival
A waiver must be in writing by an authorized representative of the party granting it. Failure to enforce a provision on one occasion does not waive later enforcement. Amendments require the parties’ written agreement, including any signatures required by law. If a provision is invalid or unenforceable, the remaining provisions continue in effect to the extent permitted by law.
Dealers and installers must comply with applicable labeling, installation and resale requirements within their respective responsibilities. Nothing transfers a manufacturer’s nondelegable legal duties to a Dealer or limits legally required product-safety obligations.
Accrued payment obligations, lawful interest and collection costs, applicable limitations of liability, dispute-resolution provisions and obligations that by their nature survive remain effective after delivery, cancellation, termination of the commercial relationship or cessation of operations, subject to applicable law. This survival provision does not extend warranty coverage beyond its applicable terms or extinguish claims that legally survive.
Capitol Seating Company may publish revised terms for future transactions. The version incorporated into the particular transaction controls unless validly amended. This document addresses product sales and warranty coverage; separate website-use and privacy policies govern those subjects.
23 Contact
Capitol Seating Company • 206 E Grove Rd • Belton, TX 76513
For orders and warranty claims, use the Capitol Seating Company contact information provided in the applicable quotation, order acknowledgment or invoice.