TERMS AND CONDITIONS
General
These Terms and Conditions, along with the Proposal Letter form the Contract Agreement as if they were the same document.
Standard of Care
Designer shall perform Designer’s services consistent with the same degree of professional skill and care ordinarily provided by interior designers practicing in the same time, in the same or similar locality, under the same or similar circumstances and in projects of similar scope and complexity. Designer shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project.
Invoicing
Payments are due no later than 7 days from the date of the invoice. Invoices past due more than thirty days will accrue a 1.5% finance charge per month from the payment due date.
Trade Discount and Purchasing Fee
A purchasing fee applies when the Designer purchases products on the Owner’s behalf. The Designer will split the trade discount with the Owner.
Receiving, Delivery, and Installation
When the Designer purchases products on the Owner’s behalf, a professional Receiving Company of the Designer’s choice will be engaged. The expense of this service and necessary insurance will be passed on to the Client.
Warranties
To the extent merchandise (furniture, fabrics, or other materials, etc.) are furnished to the Owner, such merchandise will be covered exclusively by the manufacturer’s warranty. There are no warranties from the Designer beyond those provided by the manufacturer. All other warranties, whether expressed or implied, including the warranty of merchantability and warranty of fitness for a particular purpose are specifically disclaimed. The Designer does not warrant or guarantee any merchandise against inherent characteristics such as wearing, fading, or normal variations in size or color. No warranty or guarantee of performance, express, implied, or otherwise, is intended in connection with Designer’s services or Designer’s consultants’ services.
Cancellations
Once an order has been placed and deposit paid by the Owner, it shall be non-cancellable, not returnable and non-refundable. If any item is cancelled by the Owner, the Owner will pay any expenses incurred by the Designer including but not limited to shipping and/or re-stocking fees.
Sales Tax
Per State Board of Equalization Publication 35, the Designer is required to pay sales tax on services that are directly related to acquiring and providing furnishings and other merchandise sold to a client. This expense will be passed on to the Owner at the applicable sales tax rate.
Use of Work Product
All drawings, specifications or other design documents (Work Product) that Designer prepares are for use solely with respect to this project. Owner is granted a non-exclusive license to use such materials solely for the purposes of constructing, using and maintaining the Project. Any unauthorized use of Work Product shall be at Owner’s sole risk and without liability to Designer. Owner agrees to indemnify and hold harmless Designer, against any claims, damages, liabilities and costs due to any unauthorized use, misinterpretation, or modification of the Work Product by Owner or any person or entity that acquires or obtains the Work Product from or through Owner.
Statement of Limited Liability
Owner understands and acknowledges that the design and construction process for this Project poses certain risks to Designer and Owner. Owner further understands and acknowledges that the amount of risk Designer can accept is tied, in part, to the amount of compensation received for services rendered. Designer’s fee for the services offered is based on Owner’s agreement to limit Designer’s liability as described below. Designer’s total liability to Owner for any and all claims, losses, injuries, costs, expenses or damages whatsoever arising out of or in any way related to the Project or this Agreement from any cause shall not exceed the total compensation received by Designer under this agreement. This limitation of liability shall apply to Owner’s claims for damages as well as Owner’s claims for contribution and indemnity with respect to third party claims.
Waiver of Consequential Damages
Designer and Owner waive consequential and punitive damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination.
Suspension and Termination
Either party may terminate this agreement upon 7 days written notice. In the event of suspension or termination not the fault of Designer, Designer shall be compensated for all services performed prior to the suspension of termination date.
Failure of Owner to pay Designer in accordance with this contract shall be considered substantial nonperformance and cause for termination. In the event that the termination is not the fault of Designer, Designer shall be compensated for services performed prior to termination. Designer reserves the right to retain possession of all Work Product until full payment for services performed has been received. Designer shall not be held liable for any damages as a result of such withholding of Work Product.
Dispute Resolution
The laws of the State of California will govern the validity of this Contract, its interpretation and performance. The parties agree that prior to filing any litigation, disputes shall be referred to mediation before a retired judge mediator from the San Francisco office of JAMS (Judicial and Mediation Services) with substantial experience in mediating and adjudicating design and construction disputes.
Photography Rights
The Designer will be permitted to make photographs or other reproductions of the work, or any portion thereof, and to thereafter publicly display the same through news media or otherwise. The photographs will be taken at a mutually agreed upon time that is convenient for both the Designer and Owner. The Owner will give this permission with the understanding that the Owner’s name and/or address will not be used without the Owner’s specific permission.
Miscellaneous Provisions
Designer and Owner respectively, bind themselves, their agents, successors, assigns and legal representatives to this Contract. Neither Designer nor Owner shall assign this Contract without written consent of the other.
This Contract constitutes the entire agreement between the parties with respect to subject matter of this Contract and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Contract.
No amendment or modification of this Contract shall be effective, except pursuant to a writing signed by both parties.