1. PAYMENT, CANCELLATIONS, SHIPPING AND DELIVERY, FORMS OF PAYMENT
(A) Payment. The Customer (“Customer”) agrees to pay Studio Shed Acq, LLC (“Studio Shed”) in accordance with the following (“Payment Terms”):
(i) Un-Permitted Units: 100% payment due in full at time of Order.
(ii) Permitted Units: Unless otherwise agreed to in writing with Studio Shed, the following payment schedule is required to ship the Order:
- Initial 25% deposit due at time of Order
- Next 25% due upon delivery of Plan Set to the Customer
- Final 50% due 14 calendar days prior to the Scheduled Ship Date. Customer’s Order will NOT ship until Studio Shed receives full payment.
Failure to comply with the Payment Terms may result in the loss or exclusion of any promotional discounts extended by Studio Shed as part of the Price (see below), including but not limited to free shipping, product discount or any other promotional offers. Failure to pay per the Payment Terms may also result in the delay of the shipment. Interest shall accrue on any past due sums at the greater of 18% A.P.R. or the highest interest rate allowed by applicable law. Studio Shed is not responsible for any impacts related to such delay.
All prices are subject to change if Product is not shipped within three (3) months of Order date for un-permitted product, or within six (6) months for permitted product.
(B) Cancellations. Cancellations may be made in writing within 48 hours of time an Order is received by Studio Shed. Any cancellation made 48 hours or more from the time the Order is received by Studio Shed shall be subject to a minimum $1,500.00 cancellation fee plus any costs incurred by Studio Shed related to the Order, including any design or material costs. Refunds shall be processed within thirty (30) days from the date Studio Shed receives, in writing, the Order cancellation.
(C) Forms of Payment. Work shall not begin on any Order until funds have cleared. Studio Shed accepts major forms of payment including wire transfers, cash, debit cards and credit cards.
(D) Shipping & Delivery. Shipping and Delivery are provided by licensed and insured third party freight companies. Product is packaged/palletized in a warehouse, and is intended to be offloaded by hand. If certified installation is purchased, the installation crew will offload the pallets. If Product is purchased for Do-It-Yourself (“DIY”) installation, offloading is the responsibility of the Customer. Studio Shed is not responsible for freight companies not being able to deliver due to road or site conditions related to the Customer’s address. Freight companies will deliver to the nearest public access point, and will not travel on private roads or property, unless otherwise agreed to in advance.
(i) Damage to Product during shipping or receiving may occur. If Customer notices damage upon delivery, Customer shall notify Studio Shed immediately and provide a complete list of damaged Product with accompanying photos. Customer may be responsible for additional costs for replacement or repair of damaged Product if Studio Shed is not notified within 24 hours of delivery.
(ii) If delivery company causes any damage to Customer’s personal or real property during delivery, Customer shall contact that company directly to file a claim. Studio Shed is not related to third party freight companies and is not liable for such damage.
(iii) Shipping and storage shall be fulfilled using the following terms:
- For all sheds, storage is included for up to 30 calendar days from shipment date, at no additional charge to Customer.
- Storage days include weekends and holidays.
- For storage durations of 31-60 days, Customer shall be charged $20 per calendar day (including weekends and holidays).
- All sheds must be received within 60 calendar days from the shipment date. Arrangements must be made for storage on site, regardless of whether the site or installer are ready. If a shed is not received by Customer, or is refused by Customer, Customer shall be charged $300 per calendar day thereafter. There is no guarantee the shipping company will hold a kit longer than 60 calendar days, and may send back to Studio Shed at that time. Customers shall be charged the return freight cost and a 30% restocking fee if this occurs.
(iv) Delivery of Product shall occur from a PUBLIC street or other right of way nearest to the Premises, as identified by the delivery company. Studio Shed cannot guarantee, and is not responsible for, movement of the Product through the Customer’s private property between the delivery location and the Product installation location, except as specifically identified in these Terms and Conditions. Certified Installation does include movement of Product within 100 feet from delivery location, assuming there are no obstructions or steps along the travel path.
It is the Customer’s responsibility to confirm the Order meets all applicable local codes, regulations, or rules. Orders remain in a pending status until acknowledged and accepted in writing by Studio Shed and Studio Shed has received a valid form of Payment. Studio Shed acceptance of Customer’s Order is expressly conditioned upon Customer’s acceptance of the Terms and Conditions herein. Any modification to the Terms and Conditions must be accepted by Studio Shed in writing.
Customer understands and agrees that the Product delivered does not include any foundation work, utilities, site preparation, steps, landings, decks, wheels, solar, electrical, mechanical, or plumbing, or any other materials or work product not specifically defined in the Order.
3. PRICES AND QUOTATIONS
Unless specifically agreed to in writing in advance by Studio Shed, all Product prices shall be Studio Shed list prices in effect at the time Customer’s Order is received (the “Price”). The Price does not include sales or other applicable taxes. In addition to the Price, Customer agrees to pay (either directly to the appropriate governmental entity or to Studio Shed) any sales or other tax due under any applicable law. Changes to Customer’s Order may result in Price changes including, but not limited to, changes as a result of permitting and engineering specifications required by local building or other codes.
Changes made 48 hours or more after Order placement are subject to a minimum $250 change order fee plus any design or material costs incurred by Studio Shed related to the changes. To the extent changes to an Order require a change to the Estimated/Scheduled Ship Date, Customer may also incur the loss or exclusion of any promotional discounts extended by Studio Shed as part of the Price including, but not limited to, free shipping, product discounts or any other promotional offers. Changes to the Estimated Ship Date may result in additional weekly storage fees of $500.00 per week.
Studio Shed may alter materials or services offered if any materials, fixtures, or other products used in fabrication or installation are discontinued or are otherwise unavailable for any reason. Studio Shed will notify the Customer promptly if such alterations are necessary.
Customer shall be responsible for any product or design changes required as a result of plan review or other Authorities Having Jurisdiction (“AHJ”) requirements.
4. DIY AND INSTALLATION SERVICES
There are two ways to order Studio Shed products. Do-It-Yourself (“DIY”) or with Installation Service.
(A) Do-It-Yourself. As the name implies, DIY requires Customer to install the Product (or hire a third-party contractor directly). If Customer orders a DIY kit, Customer is solely responsible for all necessary permits and any applicable architectural or engineering work (unless Customer has purchased Studio Shed’s Full Permit Plan Set and Engineer Stamped Drawings), foundation work, utilities, other site work, and installation of the Product. Studio Shed accepts no responsibility or liability related to a DIY installation. Customer is solely responsible for complying with all applicable building and safety codes while installing the Product.
(B) Installation Service. If Customer chooses to purchase Studio Shed Certified Installation Service (“Installation”), Customer authorizes Studio Shed to do the following on Customer’s behalf:
(a) Arrange for Installation to be performed by a third-party Independent Contractor (licensed when legally required) certified by Studio Shed (“Certified Installer”).
(b) Issue a work order to the Certified Installer to perform the Installation.
(c) Inspect the Certified Installer’s work should Studio Shed, in its sole discretion, choose to do so. Customer agrees that Studio Shed has no obligation to perform on-site inspection.
(d) Pay the Certified Installer after the completion of the Installation and after receipt of a completion certificate, signed by Customer or on Customer’s behalf, stating that the work has been satisfactorily completed (the “Certificate of Completion”).
(ii) When installation of the Product is complete, the Customer and Certified Installer shall perform a final walk-through inspection and execute a Certificate of Completion. If Customer is not available when the installation is complete, the Certified Installer shall perform a final walk-through inspection without Customer and execute a Certificate of Completion on Customer’s behalf. Studio Shed will rely on the Certificate of Completion (whether signed by Customer or the Certified Installer on Customer’s behalf) in paying the Certified Installer for Installation.
(iii) The Certified Installer is an Independent Contractor. CUSTOMER AGREES THAT THE CERTIFIED INSTALLER SHALL PERFORM THE INSTALLATION ACTING AS AN INDEPENDENT CONTRACTOR AND THAT STUDIO SHED SHALL HAVE NO LIABILITY FOR ANY ACT OF THE CERTIFIED INSTALLER. CUSTOMER FURTHER UNDERSTANDS AND AGREES STUDIO SHED DOES NOT GUARANTEE ANY TIMEFRAMES ASSOCIATED WITH INSTALLATION AND DEFERS TO CONTRACTOR’S SCHEDULE WHEN PLANNING CERTIFIED INSTALLATION.
(iv) Services Not Included. Unless otherwise agreed to by Studio Shed in writing, Customer agrees that the Price for Certified Installation does not include architectural/engineering services, permit submittal fees (permit running), permit fees, plan review fees, impact fees, foundation work including site preparation or structural changes to the land upon which the Product will be installed (the “Premises”) or any other services beyond the ordinary and routine installation of the Product. Certified Installers may bill Customer directly for installation sites that are more than 100 feet from the site at which the Product is offloaded (carry distance), or if the access from offload location to the Premises contains steps or other obstructions.
(e) Travel Distance. Studio Shed’s network of third-party contractors is limited. Customer agrees that additional fees and trip charges may apply for certified installation, including lodging, meals, fuel, or other costs, if the location of the Premises requires a one-way commute of further than 40 miles (“travel distance”) or forty-five (45) minutes (“travel time”). All such additional fees or charges are the sole responsibility of the Customer, and shall be paid directly to the Contractor per Contractor’s pricing, unless otherwise agreed to in writing by Studio Shed.
(C) Customer’s Responsibilities
(i) Customer represents and warrants that Customer’s Premises is free and clear of debris and vermin, and that any pre-existing physical or environmental hazards or building/zoning code violations are remediated prior to installation.
(ii) Customer represents and warrants that, if the Product will be installed on an existing concrete slab, the concrete slab is both square and level, with variations no greater than one quarter of one inch (1/4″) per every 10 feet. If the slab is not square or is out of level by more than 1/4″, Customer shall be billed by the Certified Installer for any additional labor resulting from such conditions. Otherwise, Studio Shed may, at its sole discretion, elect to delay Installation of the Product until the concrete foundation is square and level. Studio Shed or its Certified Installer are not responsible for defects in existing foundations, or for verifying the existing foundation is suitable to support the weight of the Product. Customer is responsible for any design, engineering, labor, or material costs associated with connections to existing foundations. Customer is also responsible for ensuring that any concrete flatwork, pavers, landscaping material, or dirt outside of the existing foundation is at least 8” below top of shed slab.
(iii) If installation will be on a wood-framed floor system, Customer represents and warrants that the site/pad is level within six inches. If the area where the Product will be installed is out of level more than six inches, Customer shall be billed by the Certified Installer to level the site/pad. Studio Shed or the Certified Installer may, at their sole discretion, elect to delay Installation of the Product until the site/pad square and level. If a wood floor system is existing prior to installation of the Product, Customer certifies that the wood floor system is square and level to no greater than 1/4” deviation per 10 feet of travel. Studio Shed or its Certified Installer are not responsible for defects in existing foundations, or for verifying the existing foundation is suitable to support the weight of the Product. Customer is responsible for any design, engineering, labor, or material costs associated with connections to existing foundations.
(iv) Customer represents and warrants that any security system at the Premises will not interfere with performance of the Installation.
(v) Customer shall facilitate the location of utility lines and identifying property lines, and shall ensure there are no power lines, cable lines, trees, or other obstructions.
(vi) Customer agrees not to impede the delivery of the Product including, but not limited to, moving cars, objects or any other personal property that may be an obstruction.
(vii) Customer agrees to provide the Certified Installer with access to the Premises during working hours, and may be responsible for rental costs associated with sanitary facilities, disposal, material protection, or other items.
(viii) Customer agrees to provide temporary power to the Premises. If power is not available within 100 feet of the Premises, Customer shall be billed by the Certified Installer for the rental and use of a generator to supply power.
(ix) Customer agrees not to allow unattended minors or other observers at the Premises while the Certified Installer is present.
(x) Customer agrees to control and keep pets away from the Premises. Studio Shed is not
responsible for injuries or property damage associated with pets interacting with the
(xi) Customer agrees that the Premises has clearance of at least three (3) feet from foundation on each side, and three (3) feet above highest point of roof. Customer may incur additional costs if there are any obstructions or debris within three (3) feet of the shed/foundation or roof location. Additional charges may apply for elevated work, or any other site conditions that impede the Certified Installer from installing the Product.
(xii) Customer agrees to obtain any permits required by local, state, or federal codes or regulations at its sole cost and expense, and shall keep any permits on display at all times. In the event that the Certified Installer determines that a building permit is necessary and Customer has not obtained a building permit, or Customer has obtained a building permit but the building permit is deficient, the Certified Installer and Studio Shed may suspend Installation until the appropriate building permit is issued. Neither Studio Shed nor the Certified Installer shall have any obligation to confirm that Customer has an appropriate building permit. Customer shall bear any costs associated with suspension of Installation including, but not limited to, de-mobilization and re-mobilization of tools, equipment, or labor.
(xiii) Customer agrees that if Customer or any of its agents/dependents interferes with, or delays, performance of the Certified Installation, Customer may be subject to additional transportation/storage charges or other resulting charges.
(xiv) Any condition of the Premises that is not in the condition represented or promised by Customer, or any other condition that is not as represented, agreed to or promised by Customer above, shall be deemed an “Unfit Condition” (as further defined in Section 4(a) below).
(xv) Customer is responsible for obtaining any necessary HOA approvals, and is fully liable for any property constraints (such as easements, setbacks, building separation, etc.) that may impact the Product location.
(xvi) Customer shall be responsible for any cost impacts related to AHJ inspections, or Certified Installer down time related to such inspections or associated work.
(D) Unfit Conditions. The Price for Certified Installation assumes structurally sound existing sub-structures, sub-grade (soils conditions), superstructure, or other points of attachment. If any condition is not as represented or promised by Customer as set forth above, or if there are any defective existing conditions, weaknesses, or other dangerous conditions including, but not limited to, being out of level, being out of square, mold, mildew, rot, asbestos or infestation (collectively, “Unfit Conditions”), then Studio Shed or the Certified Installer may, at its sole discretion, suspend any Installation until such Unfit Conditions are remedied by Customer to Studio Shed’s satisfaction at Customer’s sole expense. Otherwise, Studio Shed may increase the Price by the cost and reasonable profit to Studio Shed of having to provide additional products, services, and/or installation services as a result of the Unfit Conditions. If Studio Shed elects to increase its Price, Customer shall be required to execute a change order reflecting the Price change and shall pay the additional Price upon execution of the change order. In the event that Customer does not execute a change order and pay the additional price upon execution of the change order, or if the Customer does not correct all Unfit Conditions, then Studio Shed shall suspend Installation and shall be entitled to retain all monies previously paid by Customer and shall have no obligation to restore the Premises to its original condition.
(i) Claims. Customer agrees that any claim against Studio Shed or the Certified Installer relating to Customer’s purchase or the Certified Installation must be made to Studio Shed or the Certified Installer within thirty (30) calendar days of the date Customer first becomes aware of the issue, or such claim will be deemed waived. Studio Shed will attempt resolution of any claim(s) within sixty (60) calendar days of receipt of Customer’s notice. Studio Shed is not liable for any work not included in the Order.
(ii) CUSTOMER AGREES TO PROVIDE STUDIO SHED WITH THE EXACT LOCATION REQUIREMENTS AND ORIENTATION FOR PURCHASED PRODUCTS PRIOR TO INSTALLATION. PRICES QUOTED BY STUDIO SHED FOR INSTALLED PRODUCT ASSUME A LEVEL WORK AREA NOT MORE THAN 100 FEET FROM THE POINT OF DELIVERY. IF THE LOCATION, ORIENTATION, OR ANYTHING ELSE RELATED TO THE PRODUCT CHANGES DURING INSTALLATION, CUSTOMER SHALL BE RESPONSIBLE FOR ANY ADDITIONAL COSTS ASSOCIATED WITH SUCH CHANGES. CUSTOMER IS RESONSIBLE FOR CONFIRMING ALL PROPERTY LINES, SETBACK REQUIREMENTS, SUB-GRADE/SOILS CONDITIONS, OR OTHER APPLICABLE PROPERTY CONDITIONS.
5. PERMITS AND DESIGN
In the event Customer’s Product requires a permit, Studio Shed offers a flat rate – $3,995.00 for Signature and Portland Series, and $5,995.00 for Summit Series – to create a full set of documents (“Plan Set”) including a site plan, structural drawings and calculations, Title 24 energy report (where applicable), and (when necessary) a stamp from a licensed third-party structural engineering firm. If Customer purchases this Plan Set, Customer authorizes Studio Shed on Customer’s behalf to provide Customer or authorized third party agent with the Plan Set to assist Customer in obtaining a permit from Customer’s local municipality. Customer’s purchase of this Plan Set authorizes Studio Shed to make design decisions on Customer’s behalf. Customer shall be responsible for paying any permit fees, plan review fees, or application fees and taxes to the appropriate governmental agency. If Customer does not purchase the Plan Set, and the Product requires a permit or Product modifications to meet municipal codes, Customer will be charged on an hourly basis plus any engineering fees (if applicable) and any Product change fees as outlined in Section 3 (Prices and Quotations). Plan sets are NOT available for as-built Product.
Customer shall be responsible for financially and managerially supporting any additional requirements, if necessary, and shall provide Studio Shed any applicable information to support the design and Plan Set. Additional requirements include, but are not limited to, site survey, arborist reviews, geotechnical or soil report, and/or energy consultations or inspections. These additional requirements may also result in an extended project schedule.
While engineered plans can validate the structural integrity of the Product, Customer understands that local, regional, state, or federal regulations are updated regularly, and Studio Shed does not guarantee that its plans will be approved without comment by the AHJ for the Product. Studio Shed recommends obtaining all required permits prior to beginning any portion of the Work related to the Product. If Customer fails to obtain all required permits prior to commencing installation of the Product, Customer is solely responsible for all resulting fees, expenses, or other costs, including all costs incurred by Studio Shed or the Contractor providing Certified Installation, and also for any schedule impacts.
Studio Shed will not accept any liability related to any decision to build a structure without a permit when a permit is required. Further, Studio Shed cannot guarantee support related to additional engineering, demolition, fines/fees, or any other impacts if a local, regional, state, or other AHJ requires or requests any details or plans related to a building being constructed without a permit. This is regardless of the Studio Shed product being purchased with the engineered plans, and regardless of being built per the plans.
Customer may be required to pay additional fees and/or a design retainer if a Customer’s Order requires custom or enhanced design. These additional design costs shall be quoted individually and added to the Order, and must be paid prior to any work commencing.
Changes to permitted projects after Customer receives the Plan Set, resulting from plan review comments or as requested by third parties, may be subject to additional design/engineering and resubmittal fees, as well as additional plan reviews resulting in an extended schedule.
6. DELIVERY AND FORCE MAJEURE
Any shipping, delivery, or installation dates provided by Studio Shed or Certified Installers are estimates only, and Studio Shed does not guarantee that the Product will be shipped, delivered, or installed in accordance with such estimates. Without limiting the generality of the foregoing, Studio Shed may delay delivery of the Product without any liability as a result of any delay caused by events outside Studio Shed’s reasonable control including, but not limited to, work stoppages, labor difficulties, Studio Shed’s inability to obtain necessary materials, components, labor, or manufacturing facilities, or anything else that would in any way impair Studio Shed’s ability to deliver the Product in the quantities ordered at the prices quoted.
QUOTED SHIPPING RATES ARE FOR MAJOR METROPOLITAN AREAS; SURCHARGES FOR RURAL OR LIMITED ACCESS DELIVERIES MAY APPLY AND WILL BE COMMUNICATED TO CUSTOMER PRIOR TO SHIPMENT.
7. SHIPMENT AND TITLE
Customer is deemed to have received the Product when Customer picks up the Product from Studio Shed’s warehouse or upon delivery of the Product to Customer’s delivery address. Studio Shed shall bear all risk of loss and casualty to the Product until such time as the Product has been received or deemed to have been received by Customer. Customer shall bear all risk of loss and casualty to the Product upon and after the Product has been received or deemed to have been received by Customer. If the Product is delivered to Customer’s delivery address, Customer is solely responsible for, and will insure against, loss or casualty incurred during and after the unloading process at such location. Customer is solely responsible to inspect the Product upon receipt for any visible damage incurred during shipping before signing off with the delivery service. If upon inspecting the shipment Customer notices visible damage, Customer shall notify Studio Shed immediately. Adhering to freight law, Studio Shed prohibits the rejection of any and all pieces, damaged or undamaged. In the event of concealed damage, Customer shall notify Studio Shed at first opportunity. Upon signing the delivery documents, Customer is solely responsible for the Product and any and all costs associated with the Product, with the exception of concealed damage.
Product may be returned only with the prior written authorization of Studio Shed, in Studio Shed’s sole discretion. If Studio Shed authorizes a return, a return authorization number will be assigned to Customer by Studio Shed. The return authorization number must be marked on the shipping container for the Product being returned. Any Product so returned shall be subject to a restocking fee of at least 30% of the purchase Price (may be higher pending circumstances). Customer will also be responsible for all return shipping costs and labor to re-package any Product. Customer shall bear the risk of loss during shipment with respect to any such returned Product and shall be responsible for insuring the Product for its purchase price. Any Product returned to Studio Shed without prior authorization shall be returned to Customer, freight collect. Studio Shed may place in storage any Product for which shipment is delayed by Customer’s inability or unwillingness to pay for and receive the Product. Such storage by Studio Shed shall be for Customer’s account at Customer’s expense, and the Product so stored shall be at Customer’s risk while stored.
9. LIMITED WARRANTY
Studio Shed warrants to the original purchaser of the Product that, should there be any defects in the material or workmanship during the initial 12 months (one calendar year) from Customer’s receipt of the Product, Studio Shed will either repair or replace the covered defects. After the initial 12-month period, manufacturer warranties shall apply per the manufacturer warranty terms. Visual imperfections outside the Product’s standard manufacturing and quality specification parameters including scratches, blemishes, or other imperfections, unless readily observable more than six (6) feet away, are not covered. Customer must notify Studio Shed of any claim of defects in the material or workmanship within twelve (12) months after Customer’s receipt of the Product. Said notice must be in writing via online form, setting forth specifically the basis for the claim, and must include photographs of the defect(s). Failure to satisfy the requirements above shall constitute irrevocable acceptance of the Product. All warranty claim notices must be filled out via online form here. This warranty provides the Customer specific legal rights. (Customer may also have other rights which may vary depending on state in which he or she resides). Failure to follow the Construction Manual (also known as Installation Guide) or any related instructions or drawings, or any abuse or misuse of the Product including unauthorized alterations, shall immediately void this Limited Warranty. Studio Shed is not responsible for damage caused by the location of the Product on or over inappropriate soils or terrain, or by the use of improper replacement parts. Studio Shed is not liable and expressly disclaims all liability for damages due to misuse, using the Product for other than what’s specified in the Order or what’s allowed by applicable codes, neglect, improper maintenance or adjustments, and normal wear and tear of the Product. Studio Shed also is not liable for damages related to use of an un-permitted unit when a permit is required. Studio Shed reserves the right to change and/or improve the design and/or specifications of the Product without notice or obligation to modify previously produced units. No installation or other instructions, advice, Product information, or marketing materials, whether oral or written, obtained by Customer at any time from Studio Shed or any vendor or retailer of Studio Shed Products shall create any Studio Shed express warranty not expressly stated in this Section.
STUDIO SHED MAKES NO EXPRESS WARRANTIES EXCEPT AS STATED IN THIS SECTION. ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL TERMINATE THREE HUNDRED SIXTY-FIVE (365) DAYS FROM CUSTOMER’S RECEIPT OF THE PRODUCT. (SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.)
Customer agrees to defend, with counsel approved by Studio Shed, all actions against Studio Shed, its officers, directors, managers, shareholders, members, employees, agents, beneficiaries, successors, and other representatives (the “Indemnified Parties”) with respect to, and to pay, protect, and indemnify and hold harmless all Indemnified Parties from and against, any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands, or judgments of any nature arising from or relating to the injury to or death of any person, or damage to or loss of property, caused by or incurred in connection with Customer’s use or misuse of the Product.
LIMITATION OF LIABILITY. IN NO EVENT SHALL STUDIO SHED BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE THESE TERMS AND CONDITIONS OR CUSTOMER’S PURCHASE OF PRODUCT (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY), EVEN IF STUDIO SHED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL STUDIO SHED’S AGGREGATE LIABILITY WHETHER IN CONTRACT, WARRANTY, OR TORT, INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE, OR IMPUTED, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, EXCEED THE PRICE PAID BY CUSTOMER TO STUDIO SHED.
(Certain state laws do not allow the exclusion or limitation of certain damages. If these laws apply, some or all of the above exclusions or limitations may not apply to Customer, and Customer may have additional rights to those contained herein. In such states, Studio Shed’s liability is limited to the greatest extent permitted by law.)
11. TRADEMARKS AND TRADENAMES
Customer acknowledges and agrees that all brand names, trade names, and trademarks incorporated onto or associated with the Product (collectively, the “Marks”) purchased hereunder are the exclusive property of Studio Shed and that Customer shall not acquire any rights in any of the Marks by purchasing the Product. Customer shall not make any use of the Marks at any time except as otherwise authorized by Studio Shed in writing.
12. PROPRIETARY INFORMATION /
Customer acknowledges and agrees that any knowledge or information, including drawings, designs, specifications, plans, and data, that Studio Shed may have disclosed or may hereafter disclose to Customer incident to the placing and filling of an Order shall, at all times, remain the exclusive property of Studio Shed, and Customer shall acquire no interest in, or right with respect to, such proprietary information unless otherwise stated in writing by Studio Shed. Customer further acknowledges and agrees that such proprietary information constitutes valuable, special, and unique business assets of Studio Shed and that Customer shall not now, or at any time in the future, use any such information in any manner or disclose any such information to any person or entity, except as expressly permitted in writing by Studio Shed.
13. GOVERNING LAW AND JURISDICTION
ALL MATTERS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR CUSTOMER’S PURCHASE OF PRODUCT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO CONFLICTS OF LAWS OR RULES. EXCLUSIVE JURISDICTION OVER AND VENUE OF ANY SUIT WILL BE IN THE STATE COURTS LOCATED IN BOULDER COUNTY, COLORADO OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO LOCATED IN DENVER, COLORADO. WHERE APPLICABLE, ARBITRATION SHALL BE GOVERNED BY “EXHIBIT B – ARBITRATION AGREEMENT”.
14. ENTIRE AGREEMENT
These Terms and Conditions together with the Order constitute the parties’ entire agreement relating to the subject matter hereof and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to such subject matter. No modification to these Terms and Conditions will be binding unless in writing and signed by each party.
15. NO WAIVER
No waiver of any provision of these terms and conditions or delay by either party in enforcement of any right hereunder shall be construed as a continuing waiver or create an expectation of non-enforcement of that or any other provision or right.
In the event any provision herein should be held unenforceable by a court of competent jurisdiction, such court is hereby authorized to amend such provision so that it will be enforceable to the fullest extent permitted by law, and all remaining provisions shall continue in full force without being affected, impaired, or invalidated thereby in any way.
17. NO ASSIGNMENT
Customer agrees that Customer may not assign or transfer any of Customer’s rights arising out of or related to these terms and conditions or Customer’s purchase of Product.
18. ATTORNEYS FEES
Customer agrees that if Customer fails to timely pay to Studio Shed any sums due hereunder and Studio Shed sues to collect such sums, Customer shall be liable for reasonable fees, including but not limited to, collection fees and any attorney’s fees incurred by Studio Shed.