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 proceed with 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 Estimated Ship Date. Customer’s Order will NOT ship until Studio Shed receives full payment.
Failure to comply with the Payment Terms will 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 law.
All prices are subject to change if Product is not shipped within three (3) months of Order date for unpermitted product and six (6) months for permitted product.
(B) Cancellations. Cancellations may be made within 48 hours of time an Order is received. Any cancellation made after 48 hours of the time the Order is received 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 the Order is cancelled.
(C) Forms of Payment. Work shall not begin on any Order until funds have cleared. Studio Shed accepts all major forms of payment including: wire transfers, cash, debit cards and credit cards.
(D) Shipping & Delivery. Shipping and Delivery are handled through a certified freight company. Product is packaged in a warehouse.
(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. Additional costs for replacement or repair of damaged Product may apply if Studio Shed is not notified within 24 hours of delivery.
(ii) 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.
It is the Customer’s responsibility to confirm the product ordered meets all applicable local codes, regulations, or rules. Orders remain in a pending status until acknowledged and accepted by Studio Shed and Studio Shed has received a valid form of Payment. Studio Shed’s 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.
3. PRICES AND QUOTATIONS
Unless specifically agreed to in writing in advance by Studio Shed, all Product prices shall be Studio Shed’s list prices in effect at the time Customer’s Order is received (the “Price”). The Price does not include sales or other taxes, if applicable. 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 necessitated by local building or other codes. Changes within four (4) weeks of the ship date will be subject to a minimum $150 change fee in addition to additional costs associated with color or material changes. To the extent changes within four (4) weeks of the Estimated Ship Date require a change to the Estimated Ship Date, Customer may 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 discount or any other promotional offers. Orders changed after Order is confirmed may be subject to Product price differences and a processing fee of $150.00 per change. Changes to shipping schedule 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.
4. DIY AND INSTALLATION SERVICES
There are two ways to order Product. Do-It-Yourself (“DIY”) or with Installation Service.
(A) Do-It-Yourself. As the name implies, DIY requires Customer to install the Product himself/herself. 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), foundational work (including pad preparation), utilities, site work, as well as the installation and assembly 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 in the installation of 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 an 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) At the time of completion of the Installation, Customer and the Certified Installer shall perform a final walk-through inspection and execute a Certificate of Completion. If Customer is not available at the time of completion of the Installation, 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.
(iv) Services Not Included. Unless otherwise agreed to by Studio Shed in writing, Customer agrees that the Price for Installation does not include architectural/engineering services, permit submittal fees, permit fees, plan review fees, impact fees, foundational 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. Customer agrees that additional fees and trip charges may apply, 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 one (1) hour (“travel time”). All such additional fees or charges are the sole responsibility of the Customer.
(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.
(ii) Customer represents and warrants that, if the Product will be installed on a concrete slab, the concrete slab is both square and level, typically within 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.
(iii) If installation will be on a wood-framed floor system, Customer represents and warrants that the site/pad is level within 4″. If the area where the Product will be installed is out of level more than 4″, Customer shall be billed by the Certified Installer to level the site/pad. Studio Shed or its contractors/agents may, at its 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.
(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 in the way.
(vii) Customer agrees to provide the Certified Installer with access to the Premises during working hours and to provide access to sanitary facilities or to pay the rental costs for such facilities.
(viii) Customer agrees to provide power to the Premises. If power is not available within 150 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 at the Premises while the Certified Installer is present.
(x) Customer agrees to control and keep pets away from the Premises.
(xi) Customer agrees that the Premises has clearance of at least two (2) feet on each side. Customer may incur additional costs if there are any obstructions or debris within two (2) feet of the Premises. Additional charges may apply for elevated work.
(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 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).
(D) Unfit Conditions. The Price for Installation assumes structurally sound existing sub-structures, superstructure and points of attachment. If any condition is not as represented or promised by Customer as set forth above or if there are any defective sub-structures, superstructures, points of attachment or the existence of any other defect, weakness, or dangerous condition 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 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 cost and 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 Installation must be made to Studio Shed within thirty (30) calendar days of the date Customer first becomes aware of the problem, 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.
(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.
(A) In the event Customer’s Product requires a permit, Studio Shed offers a flat rate – $11.00 per square foot – to create a site plan and architectural and structural plan sets, and (when necessary) provide a stamp from a third-party engineering firm. If Customer purchases this plan set product, Customer authorizes Studio Shed on Customer’s behalf to provide Customer with a set of plans to assist Customer in attaining a permit from Customer’s local municipality. Customer shall be responsible for paying any permit 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 $125 per man-hour plus any engineering fees (if applicable) and any Product change fees as outlined in Section 3 (Prices and Quotations).
(B) 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 Authorities Having Jurisdiction 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 fees, expenses, or other costs, including all costs incurred by Studio Shed or the Contractor providing Installation, and also for any schedule impacts.
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 minimum of 30% of the purchase Price. Customer will be responsible for all return shipping costs. 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. 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 or any related instructions, 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 assumes no responsibility and expressly disclaims all liability for damages due to misuse, neglect, improper maintenance or adjustments, and normal wear and tear of the Product. 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 save 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 INTERUPTION, 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 / NON-DISCLOSURE
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.
Customer hereby agrees to Order the Product at the stated costs and has read and agrees to the TERMS AND CONDITIONS, incorporated herein under this reference. Customer understands and agrees that Studio Shed reserves the right to change, discontinue or substitute materials. Customer understands and agrees that the Product delivered does not include any foundational work, utilities, site preparation, steps, wheels, solar, electrical, mechanical, or plumbing piping or wiring, or any other materials or work product not specifically defined in the Order.