Project Terms and Conditions
1. General.
These terms and conditions (“Terms”) are the responsibility of the specific Made in the Shade franchisee (“Seller”) selling a window covering or related project and all related documents concerning such project (“Project”) to the party listed on the invoice (“Buyer”). Seller may have terms and conditions that differ from those listed here, so please consult with the Seller to see if its Terms vary.
All sales to Buyer are subject to these Terms, which shall prevail over any inconsistent terms found within estimates or other documents. Additional or different terms and conditions in any way altering or modifying these Terms are expressly objected to and shall not be binding upon Seller unless specifically accepted in writing by Seller’s authorized representative. No modification or alteration of these Terms shall result from the Seller’s shipment of goods following receipt of approved estimate or other documents containing additional, conflicting or inconsistent terms. There are no terms, conditions, understandings, or agreements other than those stated herein, and all prior proposals and negotiations are merged herein. These Terms are binding on the Seller and Buyer, their successors, and permitted assigns.
These Terms and Seller’s Invoice constitute the entire agreement between Buyer and Seller with respect to the Project and supersede all oral and written proposals, representations, understandings, and agreements previously made or existing with respect to the Project. The Project and any agreements and terms related to the Project are deemed to have been made in the state in which the Seller is located and shall be governed and construed by the laws of the state in which the Seller is located.
All sales are final and the Buyer acknowledges that the Buyer is responsible for the specifications of the product’s type, manufacturer, style, color, motorization and other specifications selected by the Buyer.
2. Deposit
The Project requires a minimum deposit of 50% of the invoice amount prior to the placement of any orders required for the Project. Seller will only place orders for the Project once the deposit has been received and Cancellation Period (see within section “Notice of Buyer’s Right to Cancel”) ends.
3. Notice of Buyer’s Right to Cancel.
The Buyer has the right to cancel this Project, receive a full refund of any amounts paid, and be relieved of any further obligation of the Project within a certain period of time (“Cancellation Period”) depending on the location of the project. Below is a summary of how to cancel a Project as well as the various Cancellation Periods which may apply to the Project. The Buyer does not need to provide a reason for canceling.
Cancellation Period for Projects in the United States
The Buyer’s right to cancel for a full refund lasts until midnight of the third business day after the sale. Saturday is considered a business day, but Sundays and federal holidays are not. For example:
If the invoice date occurs on a Monday in a week without a federal holiday, the Buyer has until midnight on Thursday to cancel.
If the invoice date occurs on a Monday and Tuesday is a federal holiday, the Buyer has until midnight on Friday to cancel.
If the invoice date occurs on a Friday, the Buyer has until midnight on Tuesday to cancel, if there are no federal holidays on Monday or Tuesday.
Cancellation Period for Projects in Canada
The Buyer’s right to cancel for a full refund lasts until midnight of the tenth calendar day after the sale. For example, if the invoice date occurs on January 1st the Buyer has until midnight on January 11th to cancel.
How to Cancel
The Buyer must sign and date the back of the invoice sent by the Seller and write ‘CANCEL’ and return via email to the email address listed on the front of the invoice. The subject or body of the email sent must also indicate the Buyer’s intent to cancel. This email must be received by the end of the Cancellation Period.
Buyer’s Responsibility after Expiration of Cancellation Period
If Buyer’s intent to cancel is not properly communicated before the expiration of the Cancellation Period, any orders necessary to complete the Project will be placed by the Seller and Buyer will be responsible for the full amount of the Project’s invoice.
4. Delivery
The Buyer acknowledges that the Project may contain custom orders and lead time for delivery is typically four to ten weeks. Delivery leads times may vary depending on the manufacturer and other factors.
5. Installation
Buyer will work to schedule a time for installation with Seller after delivery of all orders necessary to complete the product is completed. Seller understands that cancellation of an installation appointment within two (2) calendar days of the date of installation may result in an additional fee. Installation will be performed in a workmanlike manner according to industry standards.
6. Labor Warranty.
Buyer’s acceptance and satisfaction of project completion shall be deemed to have been made unless Buyer gives Seller notice of claim within thirty (30) calendar days after installation is complete. Seller’s labor warranty may extend past thirty (30) days and is at the discretion of the Seller. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SELLER DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY WHATSOEVER AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Buyer understands that the Seller is an independently owned and operated franchisee separate and distinct from Made in the Shade Blinds and More, LLC (“Franchisor”). The Franchisor shall have no liability for any Project performed by the Seller.
7. Product Warranty.
Each product within the Project has a manufacturer’s warranty that is passed from the Seller to the Buyer. The manufacturer’s warranty will be specific to each manufacturer and may or may not include shipping. If Buyer makes a claim for a product warranty and Seller agrees with claim upon inspection of the product, Buyer’s sole remedy is for replacement if applicable under the manufacturer’s warranty or to be issued a credit at the option of the Seller. This product warranty does not apply to any product that has been altered, used contrary to Seller’s instruction, subjected to misuse, improperly stored, or is damaged by accident or negligence. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SELLER DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY WHATSOEVER AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE,INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Buyer understands that the Seller is an independently owned and operated franchisee separate and distinct from Made in the Shade Blinds and More, LLC (“Franchisor”). The Franchisor shall have no liability for any Project performed by the Seller.
8. Limitation of Liability.
Seller’s liability related to the Project shall not exceed the amount of the Project invoice. IN NO EVENT WILL SELLER BE LIABLE UNDER ANY CIRCUMSTANCES TO THE BUYER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR OTHER SIMILAR DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. Buyer understands that the Seller is an independently owned and operated franchisee separate and distinct from Made in the Shade Blinds and More, LLC (“Franchisor”). The Franchisor shall have no liability for any Project performed by the Seller.
9. Force Majeure.
Seller shall not be liable for its failure to perform if performance is made impracticable due to any occurrence beyond control of Seller, including without limitation acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid (including, but not limited to, priorities, requisitions, allocations, and price adjustments), inability to obtain raw material, equipment or transportation, and any other similar or different occurrence.
10. Indemnification
Buyer agrees to protect, defend, hold harmless, and indemnify (collectively “Indemnify” and “Indemnification”) Seller, its subsidiaries, and its and their respective successors, assigns, directors, officers, employees, agents, stockholders, and affiliates (collectively, “Indemnified Parties”) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses of or by a third party OR whether or not involving a claim by a third party, including but not limited to reasonable attorneys’ fees and costs (collectively, “Claims”), actually or allegedly, directly or indirectly, arising out of or related to (1) any breach of any representation or warranty of Seller contained in the Project; (2) any breach or violation of any covenant or other obligation or duty of Seller regarding the Project or under applicable law; (3) any third party Claims which arise out of, relate to or result from any act or omission of Seller;, in each case whether or not caused in whole or in part by the negligence of Seller, or any other Indemnified Party, and whether or not the relevant Claim has merit.
11. Termination; Other Provisions.
These Terms may not be modified or amended except by an agreement duly signed by the parties. Buyer may not assign any of its rights under these Terms without the prior written consent of Seller. Any assignment of these terms shall be void and be grounds for immediate termination of any obligation of Seller to Buyer. Seller may also immediately terminate any obligation to Buyer if: Buyer fails to make any payment by the due date or to accept delivery of any products ready for delivery; any petition or proceeding shall be filed or instituted by or against Buyer under any bankruptcy, reorganization or similar law; Buyer becomes insolvent or unable to pay its debts as they mature or suspends its operations; or Seller has reasonable grounds for insecurity as to Buyer’s performance of its obligations to Seller, and Buyer fails to provide Seller adequate assurance of Buyer’s performance within thirty (30) days of Seller’s demand. No failure by Seller to enforce at any time any provision of these Terms and Conditions shall be construed as a waiver of Seller’s right to act or to enforce each and every provision of these terms. In the event of breach by Buyer, and without limitation of any other rights and remedies of Seller, Seller may retain any deposit provided by Buyer.