Origin Design Studio Terms of Engagement:
By engaging in a purchase with ODS by email, invoice generated by Quickbooks, or "Payment" you agree to the terms outlined in this agreement. Any exceptions to this agreement, must be requested in writing to ODS at the time of or prior to placing an order with the company.
This cabinet purchase agreement (“Agreement”) is entered into by Origin Kitchen and Bath (dba) Origin Design Studio, a Colorado limited liability company (“ODS”) and (“Client”) at (project location) provided by Client and defined in quote or invoice from ODS.
I understand that installation, aftermarket accessories; pullout shelves, garbage cans, etc., are not included unless otherwise specified in the order.
ODS may work directly with an authorized dealer and delivery company. Please note we have no control over the manufacturer's scheduled delivery dates. Verbal or emailed communication of "estimated" delivery date(s) are best-effort as of the time of the communication. Many variables including engineering review, delays on the part of the Client, or delays in payment can impact these date(s.) We can advise on the delivery date but we cannot guarantee delivery dates. Therefore, we are not responsible for delivery dates of the cabinets or any delivery delays by the manufacturer nor delivery company. ODS will not compensate for manufacturer delays.
What is included with your delivery is on your billed invoice.
ODS has limited control over delivery lead-times and will communicate as best as possible with the available information from our manufacturers. It’s the client’s responsibility to have space available to take delivery of product on the date communicated. ODS will not store client cabinets for whatever reason client is unable to take delivery on the date communicated. Third party storage is not included in this contract or pricing. Deliveries are billed for driveway or garage delivery only. In home, stairs, elevators, etc. deliveries incur additional cost(s) or may not be available depending on the manufacturer. Any additional delivery & storage fees will be billed to the client and due upon receipt.
ACKNOWLEDGMENT OF CABINET ORDER
Placing an order with ODS by the client via "Payment" defined below indicates Client has reviewed floor plans and drawings and understands the scope of what's being provided.
Every effort will be made to capture all cabinet costs up front. However, there may be a need to order additional parts for your cabinets that are not included in this agreement. These additional parts are needed due to adjustments once the cabinets have been installed or during installation. These extra pieces/part, plus delivery, will be billed to you at time of purchase. There also may be additional parts ordered to ensure all pieces are on site for installation. I understand I may have additional pieces left over.
Payments ("Payments") may be made by cash, check (made out to Origin Design Studio), Wire or EFT (EFT only valid for payments under $10,000). Product for client project will NOT be ordered until payment is received. Any declined payments will incur a $100 fee and ODS reserves the right to cease all work until alternative payment arrangements are made. Payment is expected in full to begin order and manufacturer of product outlined in the Pricing Information section.
In addition, changes to the original plan made on site by the installer or entity/person purchasing cabinets will be billed to the client at time of purchase and will require payment in full before the order can be processed.
Client has a 24 hour right to rescind this agreement. In the event that Client chooses to cancel the order(s), a 15% cancellation fee will be charged to cancel this order. This fee is to cover any incidentals (including restocking charges and vendor cancellation fees) that ODS absorbed. As many projects and products are custom in nature, there are no cancellations beyond this 24-hour period and no refunds will be issued. Custom orders which are not listed in "inventoried" common items such as custom sizing or colors (i.e. "Color Match") in the case of cabinets and ALL countertops are non-cancellable and non-refundable orders.
The installer is responsible for final inspection as to grade, color, finish, defects, and other quality issues of delivered product. If dissatisfied, DO NOT INSTALL. Defects AFTER installation may not be warrantied. Installer is solely responsible for following installation instructions and reaching out to ODS if notes or product installation is not clear. Installer and homeowner are responsible for ensuring that the product purchased is appropriate for its intended application and job site conditions prior to installing. A licensed, professional installer is recommended as ODS does not provide installation.
SCOPE OF WORK:
This is a cabinet purchasing agreement. ODS is NOT a General Contractor (“GC”) and will not represent or provide “GC” functions or services. ODS advises the client to contact licensed professionals (GC) to complete the labor and installation of your project. ODS’s services do not include contractor services, structural, electrical, HVAC or plumbing design nor installation. ODS shall consult other professionals such as plumbing consultants, lighting consultants, tile consultants, etc. Client acknowledges that project deadlines are subject to the vagaries of the marketplace (such as supply chain issues) and the performance of third parties. We may refer out a contractor or GC, but that relationship is between “client” and “GC.” ODS is not liable for managing the project nor contractors. ODS may engage with both the client and GC and visit the jobsite from time-to-time but is not obligated to do so at any time unless another agreement is written and signed.
CONTRACTORS & CONSULTANTS:
Designer is not a general contractor (GC) and does not provide contractor services. If a Project requires contractors and/or consultants to perform work based on Designers concepts, Client will enter in a contract directly with each contractor and/or consultant. Designer provides no warranty, guarantee, certification, or responsibility for the performance, quality, or timely completion of any work performed or materials installed by any person including Contractors, nor their agents or employees. Designer shall cooperate with and observe Consultants for the purpose of general conformity of the design plan but is not responsible for their oversight and workmanship. Issues that may arise due to installation of third-party contractors are NOT compensated by ODS.
I understand that ODS is subject to potential manufacturer material shortage which could result in product delays. ODS is not responsible for any related delays and manufacturer may or may not present material substitutions to keep production going in a timely manner.
SEVERABILITY: (Any added provision against the law just voids that statement and not the whole contract)
Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary the law. Should any portion of this Agreement be determined to be invalid, unenforceable, or void, such determination will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the portion so held to be invalid, unenforceable, or void, will be deemed amended, reduced in scope, or otherwise stricken only to the extent required for purposes of validity and enforcement, and the balance of the Agreement shall continue in full force and effect. CONSTRUCTION: (If “he” or “she” is wrongfully stated in here, the agreement is not voided.)
This Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
GOVERNING LAW AND VENUE:
This Agreement shall be governed by the laws of the State of Colorado, without regard to its conflict of law provisions, which might indicate the applicability of any other state's laws, and Jefferson County, Colorado shall have the sole and exclusive jurisdiction of any and all controversies or claims, including those in contract or in tort, arising out of or relating to this Agreement, the negotiation of this Agreement, the breach thereof, or the interpretation thereof. Either Party may be served anywhere in the United States where they may be found, and the Parties hereby consent to the choice of law and sole and exclusive jurisdiction stated above.
ATTORNEY’S FEES AND COSTS:
In any dispute that arises under this Agreement for non-payment of fees due to Designer, Designer shall be entitled to recover reasonable attorney’s fees and costs, including court costs, from the non-paying party. The Parties hereby waive any right to a trial by jury.
WAIVER OF BREACH: (Even if money wasn’t immediately collected, you still need to pay)
The waiver of either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party.
COUNTERPARTS: (All documents signed are legal)
This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. Facsimile and electronic signatures are enforceable as originals.
ENTIRE AGREEMENT: (All verbal agreements must be noted in this agreement)
This Agreement contains the entire agreement and understanding of the Parties, including the memorialization of all negotiations and oral agreements, as of the date of this Agreement, and any person in the future who may obtain an interest, and it supersedes all prior written and oral agreements.
LIMITATION OF DAMAGES:
Neither party shall be liable to the other for any special, consequential incidental, punitive, or indirect damages arising from, or relating to, any breach of this Agreement regardless of any notice of the possibility of such damages. The maximum aggregate liability from Designer to Client arising out of or relating to this Agreement shall be the amount actually paid from Client to Designer in design fees over the previous 12 months.
Thank you for choosing ODS as part of your kitchen remodel. Your satisfaction is very important to us, and we will make every effort to exceed your expectations to ensure that you love your cabinetry for years to come.
As an independent kitchen designer and cabinet dealer, our business relies on showcasing work ODS completes. Do we reserve the exclusive right to photograph our design work after it is completed and give permission for its use in any publication? Do you agree to make the premises available to us at a mutually beneficial time but in a timely fashion to photograph our work for this purpose? Your name and the address of the premises will not be disclosed without your written consent.