TERMS & CONDITIONS
General Terms and Conditions for Client/Owners and its designated agents, representatives, designees and/or employees (hereinafter “Client”) engaging the services of Katrina Hernandez LLC (“KH”).
· KH agrees that the details of all Projects and the identity of any Client are confidential and shall not be disclosed to others without the express written consent of the Client.
· Unless expressly agreed in the scope of work, KH shall not be responsible for the design, or modification of the design, of any structural, heating, air conditioning, plumbing, electrical, ventilation, audio, video, or other mechanical systems installed or to be installed at the premises. To the extent feasible, KH will coordinate its design plans with such systems.
· Unless expressly agreed in the scope of work, any consultants required for the Project will be retained and paid for directly by the Client. KH will have no responsibility for the work performed by such consultants. KH’s assistance to the Client’s consultant(s) in the performance of their services shall in no way create a responsibility on the part of KH for the services provided by such consultants.
· Any schedule or timeframe included as part of a proposal is preliminary, for information purposes only, and should in no way be construed as a guarantee. In addition, KH cannot control third party compliance with schedules.
· On certain projects the Client may be required to work with an Architect of Record (AoR) and/or Expeditor in order to obtain permissions from any or all appropriate agencies. While KH may provide advice on the permit submission process and recommendations on who can assist with this process, this form of assistance shall in no way create a responsibility on the part of KH. Additionally, if the Client engages an AoR, KH shall be entitled to rely on AoR’s review of KH’s work product for compliance with all applicable codes, rules and regulations. The AoR shall be responsible for the appropriate use of all materials, finishes, design components and all contractor/construction issues.
· Full Construction Administration services are to be provided by the general contractor, the construction manager, or others retained by the Client. KH shall not be responsible for the performance of the construction contract(s), work or products, or any defects, deficiencies, or effects resulting there from. KH shall not have control over, charge of, or be responsible for construction means, methods, techniques, schedule, sequences or procedures, or for safety precautions and programs in connection with the work. KH shall have no liability to the Client, or others, for the acts or omissions of the general contractor, the subcontractors, the suppliers, their agents, or employees, or any other persons, or entities, performing any portion of the work.
· KH is not responsible for damages, quality or construction issues, production delays, manufacturer production cancellations, to Decorative Merchandise during shipping, or for the inaccuracy of any estimated delivery dates.
· Custom-ordered items such as upholstery, carpets, custom fabrics or wallpapers and custom- designed furniture, once approved by the Client, are not subject to cancellation or return and remain the Client’s responsibility. KH, however, shall use its best efforts to cause such suppliers to accept cancellations or returns. Returns accepted by suppliers will be credited less any applicable restocking or shipping charges.
· KH shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous or toxic substances in any form at the Project site.
· The Client shall provide prompt written notice to KH of any fault or defect at the Site that becomes known to the Owner which would materially affect KH's ability to effectively complete the work.
· KH assumes no responsibility for the authenticity of antiques and fine arts. If the Client requests documentation relating to authenticity, it will be obtained from the dealer. An independent appraisal, if requested, will be charged at cost or may be independently obtained by the Client.
· The Client is responsible for maintaining in force adequate insurance against loss or damage to all personal property (such as furniture, furnishings, art or other decorative items) owned by the Client while in possession of either KH, any trade source, the Client or a storage facility. This includes all items purchased, shipped and/or stored, or delivered “ON APPROVAL”.
· Client is responsible for ensuring that their insurance coverage is sufficient per this Agreement. KH cannot be held responsible for inadequate insurance coverage.
Right And Title
· All right, title, and interest in the designs, drawings, models, plans, photographs, and schematic design, as instruments of service will remain the property of KH whether or not the design for the Project is completed, approved, or implemented.
· KH reserves the right to photograph the completed work and to make press releases announcing KH’s involvement in the project and use the photographs in its promotional materials. KH shall be given full access to the premises for this purpose upon request. KH shall have the right to publish the completed work. Owner’s name shall not be published without consent.
· Vendors, sources, and contractors presented and used in conjunction with this project work exclusively through KH. KH is not required to disclose these resources. Additionally, Vendors, sources and contractors are not permitted to use involvement in project in any press releases or promotional materials, without express written permission from KH.
· In the event that KH does not complete all services contemplated hereunder for any reason, KH shall not be responsible for the accuracy or usefulness of any plans, drawings, or specifications prepared by KH should such information be used by the Client or any other party.
Limitation of Liability
· KH shall have no liability to you for any delay in the delivery of products ordered or any other matters to the extent that the delay is due to any event outside our reasonable control, including but not limited to acts of God, war, flood, fire, labor disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events.
· To the fullest extent permissible, KH disclaims any and all warranties of any kind, whether express or implied, in relation to the services and products. KH will not be liable, in contract, tort (including, without limitation, negligence), or under any other theory of liability for any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); any loss of goodwill or reputation; any special or indirect losses suffered or incurred by that party arising out of or in connection with the provisions of any matter.
· Except for the indemnification obligations set out below, in no event shall either party be liable under this agreement to the other party for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to good will or reputation, and costs of cover, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen, subject to the Client’s obligation to pay the fees to KH, each party’s aggregate liability for any claims relating to the services or this agreement shall not exceed the fees paid or payable by the Client to KH under this agreement in the 12 month period immediately preceding the events giving rise to such liability. This section shall survive termination of the agreement. No action shall be brought for any claim relating to or arising out of this agreement more than one (1) year after the accrual of such cause of action, except for money due on an open account.
· Client shall indemnify and hold KH harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation attorney’s fees, arising out of any breach by Client of any of these Terms and Conditions, or any use of KH’s Services. Client shall provide KH with such assistance, without charge, as KH may request in connection with any such defense, including, without limitation, providing KH with such information, documents, records, and reasonable access KH deems necessary. KH shall not settle any third party claim or waive any defense without our prior written consent.
Claims And Disputes
· This agreement shall be construed in accordance with, and governed by, the laws of the State of Califorinia. The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be Santa Monica County, Los Angeles.
· Any claim, dispute or other matter in question arising out of Client’s work with KH shall be subject to mediation as a condition precedent to arbitration. Mediation shall be conducted in accordance with the American Arbitration Association’s Commercial Mediation Procedures. A request for mediation shall be made in writing, delivered to the other party to the Agreement and filed with the American Arbitration Association. The demand for mediation may be filed concurrently with the demand for arbitration. The parties shall share the mediator’s fee and any filing fees equally. Any mediation shall be held in Los Angeles.
· If the parties do not resolve a dispute through mediation, the method for binding dispute resolution shall be arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement and filed with the American Arbitration Association. The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Any arbitration shall take place in Los Angeles.
· If any term, provision, covenant, or condition contained in this document is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of these terms shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
· These Terms and Conditions bind and inure to the benefit of the parties’ successors and assigns. These Terms and Conditions are not assignable, delegable, sublicenseable, or otherwise transferable by Client. Any transfer, assignment, delegation, or sublicense by you is invalid.
· KH may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on this Site. Any use of the Site or Service by Client after being notified means Client accepts these amendments. KH reserves the right to update any portion of our Site and Service, including these Terms and Conditions, at any time.