General Terms and Conditions of service:
The following terms and conditions shall be applicable and remain in force between the buyer/customer and Sarabi Studio in regards to all projects, custom fabrication, services provided or other activities unless the agreement is modified at a later date with the acceptance of both parties:
Seller/Producer: Sarabi Studio, LLC
SELLER’S TERMS AND CONDITIONS. All product sales, design services, and custom fabrications provided by Sarabi Studio and its subsidiaries (collectively “Seller”) are subject to all of the terms and conditions contained herein and upon no other terms and conditions. Seller’s acceptance of Buyer’s order is expressly made conditional upon Buyer’s assent to all of Seller’s terms and Seller objects to any terms or conditions at variance with, different from or additional to the terms set forth herein, unless such terms are set forth in writing and signed by an officer of Seller. Any amendment to or any waiver, modification or deletion of, any of Seller’s terms shall be ineffective unless such amendment, waiver, modification or deletion is accepted in a writing signed by a corporate officer of Seller.
BUYER’S ACCEPTANCE OF SELLER’S TERMS. Buyer’s acceptance of Seller’s terms shall be conclusively presumed by: (a) Buyer’s submission of a credit application or payment for an order to Seller; (b) Buyer’s execution of any other document containing these terms and conditions of sale; or (c) Buyer’s acceptance of delivery of any products ordered from Seller.
ACCEPTANCE OF ORDERS. All orders are subject to written price verification by authorized Sarabi Studio Company personnel unless designated in writing to be firm for a specified period of time. Shipment of goods without written price verification does not constitute acceptance of the price contained in the order.
PRICE. Prices quoted, including any transportation charges, are valid for 10 days after the quote unless designated as firm for a specific period pursuant to a written quote or written sales acceptance issued or verified by an officer or other authorized personnel of Sarabi Studio. All prices and deliveries are F.O.B. ship- ping point. Sarabi Studio reserves the right to cancel orders in the event selling prices which are lower than prices quoted are established by government regula- tions.
DELIVERY. Any and all delivery dates given by Seller prior to shipment constitute estimates only. Seller will make a good faith effort to complete production and make delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and Seller will not accept any back charge for losses or damages due to delay or inability to deliver. Buyer represents, warrants and agrees that any employee or agent of Buyer signing any delivery document provid- ed by Seller is and shall be deemed fully authorized on behalf of the Buyer.
DELAY. Seller shall not be liable to Buyer for any failure to perform, failure to deliver or for any delay in delivery due to an Act of God, act or omission of Buyer, any actions, events, conditions, inactions or any other cause beyond Seller’s reasonable control. In the event of any such delay, the date for performance or delivery shall be extended for a period equal to the time lost by reason of delay.
WARRANTY. All goods sold by Sarabi Studio are warranted to Buyer to be free from defects in material and workmanship, and manufactured in accordance with industry standards. The foregoing warranty is nonassignable. EXCEPT AS EXPRESSLY SET FORTH IN THE FIRST SENTENCE OF THIS SECTION, SARABI STUDIO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT TOANY OF THE GOODS SOLD, INCLUDING WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE, OR DESIGN. ALL OTHER REPRESENTA- TIONS OR WARRANTIES ARE HEREBY DISCLAIMED. THE PURCHASER IS WHOLY RESPONSIBLE FOR DETERMINING THE FITNESS OF THE
FINISHED PRODUCT FOR THE INTENDED USE OF THE PURCHASER, PURCHASER’S CUSTOMERS AND NO REPRESENTATION AS TO THE STRUCTURAL OR VISUAL DURABILITY OR SOUNDNESS IS IMPLIED.
No agent, employee, or representative of Sarabi Studio has any authority to bind Sarabi Studio to any representation, affirmation, or warranty concerning the goods and any such representation, affirmation, or warranty shall not become a part of the basis of this agreement and shall be unenforceable. Any claimed defect in material or workmanship shall be deemed waived by Buyer unless submitted to Sarabi Studio in writing within five (5) days from the date the goods are received by Buyer. Sarabi Studio shall not be liable under the foregoing limited warranty if any loss or damage is caused by improper application or use of the goods.
All claims for warranty shall be made in writing to:
Sarabi Studio Warranty Claims
6004 Techni Center Dr 3-102
Austin, TX 78721
info@sarabistudio.com 512-425-0675
Please include your original purchase date, invoice number if available and a description of the defect. Upon review of the warranty claim Sarabi Studio will make arrangements with the client to have the item returned for evaluation at the clients expense. At this time Sarabi Studio will notify the client in writing regarding the necessary steps to restore the item and if the warranty will cover the cost.
RETURNS. Sarabi Studio is unable to accept any returns on custom order items. Return of retail orders will be accepted based upon the return policy of the individual retailer who sold an item manufactured by SARABI STUDIO, but no later than 30 days from the date of purchase. Items ordered directly through SARABI STUDIO are considered custom orders. SARABI STUDIO will correct any damage due to its shipping or other workmanship defects as outlined above.
STORAGE FEES. If Buyer postpones delivery for more than five (5) calendar days from the scheduled completion date or the date at which the buyer is given notice by seller that the product is ready for delivery, Buyer agrees to pay reasonable storage fees as determined by Sarabi Studio for the actual cost + over- head of storing the goods for the customer.
FORCE MAJEURE. Sarabi Studio is not responsible for direct or indirect costs arising from any cause beyond the reasonable control and without the fault or negligence of such party. Such causes include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, acts of terrorism, materials shortages, wars or civil disturbances, strikes or other labor unrest embargoes and other governmental actions or regulations which would prohibit Sarabi Stu- dio from furnishing the product or any other aspect of the obligations hereunder.
OWNERSHIP OF DESIGN PRODUCT. Sarabi Studio retains ownership of all custom designs, including but not limited to the right to reproduce similar and exact duplicates of the finished product at the sole discretion of Sarabi Studio. We offer our customers the right to purchase an exclusive rights to the design for an additional fee. If the customer desires certain exclusivity, should inquire for such special terms and pricing on a project by project basis.
CUSTOM FABRICATION: Sarabi Studio does not provide engineering services of any kind for Buyer’s custom projects. The acceptance and fabrication of certain custom projects which are designed by the Buyer/Customer, does not imply any structural design review or approval of design suitability of the project for any or all uses of the Buyer or its customers. SARABI STUDIO will make recommendations on the proper sizing and fabrication methods by which to produce custom projects for the buyer if requested and submit them to the Buyer in the form of shop drawings, for review and approval. It shall be the responsibility of the Buyer to have all shop drawings and submittals reviewed by an independent qualified structural engineer at its own expense and respond to Sarabi Studio registered P.E. ’s redline drawings detailing any changes to the shop drawings provided.
PHOTOGRAPHY AND MARKETING RIGHTS: Sarabi Studio retains the right to photograph all its productions and items fabricated for the Buyers and to display such photographs in print collaterals or its website or purposes of marketing and promotions. The right to photograph and display completed projects applies both to items completed in our studio, and projects completed and installed at Buyer’s designated site. Further more Sarabi Studio is hereby granted full and unrestricted right to publish photography of the finished work in print publications, blogs, web pages and any other form of media as Sarabi Studio may deem appropriate for the purpose of marketing and promotion of its business. . At no time will the identity of the client or the clients residence address be disclosed without prior written consent by the client.
BUYER’S EXCLUSIVE REMEDY/SELLER’S LIMIT OF LIABILITY. BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ABSOLUTE LIMIT OF LIABILITY IN CONNECTION WITH ANY LAWSUIT, CLAIM OR CAUSE WHATSOEVER DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THIS TRANSACTION, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY OF RECOVERY, SHALL IN ALL CASES BE STRICTLY LIMITED, AT SELLER’S SOLE OPTION, TO EITHER: (a) REIMBURSING BUYER FOR BUYER’S ACTUAL DIRECT DAMAGES UP TO THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCTS PURCHASED IN SUCH TRANSACTION; OR (b) REPLACING ANY ALLEGED NONCONFORMING PRODUCTS AT THE ORIGINAL POINT OF DELIVERY OR INSTALLATION. AS A CONDITION PRECEDENT TO SELLER’S OBLIGATION TO REIMBURSE THE PURCHASE PRICE OR RE- PLACE THE PRODUCTS, BUYER MUST ASSIST SELLER IN ALL RESPECTS IN ITS INVESTIGATION OF THE BASIS AND LEGITIMACY OF ANY SUCH CLAIMS. BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH HEREIN ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES EVEN IF SUCH REMEDIES FAIL IN THEIR ESSENTIAL PURPOSE FOR ANY REASON WHATSOEVER. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO BUYER OR ANY THIRD PARTY AND ALL SUCH DAMAGES ARE HEREBY DISCLAIMED.
INDEMNIFICATION: Buyer agrees to defend, indemnify and hold harmless, SARABI STUDIO and its affiliates, and all directors, officers, employ- ees and agents from and against all damages incurred by or assessed against any of the foregoing to the extent the same arise out of, are in connection with, are caused by or are related to third-party claims relating to:
1. any failure of any Product sold by Sarabi Studio hereunder to comply with any safety standard to the extent that such failure has not been caused by Sarabi Studio’s breach of its express limited warranties set forth in WARRANTY section above.
2. any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product, but only to the extent such injury or damage has not been caused by Sarabi Studio’s breach of its express limited warranties.
3. related to Sarabi Studio’s workmanship and manufacture in accordance with the Specifications only as further set forth in sections CUSTOM FABRICATION and WARRANTY
4. any infringement of the intellectual property rights of any third party by any Custom Product designed and fabricated for the Buyer except to the extent such infringement is the responsibility of Sarabi Studio pursuant to its own designs.
IMPROPER USE INDEMNIFICATION:. Buyer shall indemnify, defend, and hold Seller harmless from any claim, liability, damages, lawsuits, and costs (includ- ing attorney’s fees), whether for personal injury, property damage or other, brought by or incurred by Buyer, Buyer’s employees, or any other person, arising out of improper selection, improper application or other misuse of products purchased by Buyer from Seller. Seller does not structurally certify any installed p!arts for any particular purpose or to meet any city or state code. Buyer shall independently certify with a licensed professional structural engineer to validate any loading requirements or adherence to local code.
NON-WAIVER BY SELLER. Any waiver of any term, provision or other condition by Seller, whether by conduct or otherwise, shall
SOLVENCY. Buyer hereby represents and warrants to Seller that Buyer is solvent (on a balance sheet basis) and has the unrestricted ability to pay its debts in the ordinary course of business as and when such debts are due and payable. Buyer also acknowledges and agrees that each purchase order or request from Buyer to Seller shall constitute a written reaffirmation of Buyer’s representation of solvency as of the date of Buyer’s request, which representation shall be deemed to grant to Seller the maximum right of reclamation available at law or in equity under either under the Commercial Code or any other applicable state law, or in any bankruptcy or insolvency proceeding..
SET OFF. Seller is authorized to apply any sums now or hereafter owed to Buyer or any entity affiliated with Buyer toward the payment of any monies due Seller hereunder.
GOVERNING LAW. This transaction shall be governed in all respects by the laws of the State of TEXAS. The laws of the State of TEXAS shall be applicable to all disputes arising under this Sales Agreement and the Terms and Conditions herein. Customer agrees and acknowledges that venue, at the sole election of Seller, shall be either: Travis County, TEXAS or the county and state from which the Seller products were shipped. Customer waives the right to trial by jury in any action arising from the vendor/vendee relationship between Seller and Customer.
ATTORNEY’S FEES. In the event that Seller institutes a legal proceeding against Buyer to collect any monies due Seller hereunder, or if Seller successfully defends any lawsuit instituted by Buyer, whether based on contract, tort or any another legal theory of recovery, then Seller shall be entitled to recover its costs and expenses, including reasonable attorney’s fees, from Buyer.
SEVERABILITY. If any term or condition herein, or the application thereof to any person or circumstance, shall be deemed to be invalid or unenforceable, the remainder of these terms shall not be affected thereby, and all such terms, covenants or conditions shall be valid and shall be enforced to the fullest extent permitted by law.
ENTIRE CONTRACT. These terms and conditions constitute the entire understanding between the parties with respect to the terms governing the subject transaction and supersede all prior negotiations, discussions and preliminary agreements, if any. Except for representations set forth herein, neither party has relied on any promises or representations made by the other or any third party as an inducement to enter into the subject transaction.
