Agreement.  This Agreement is between Schneider Designs LLC (the “Company”) and the individual(s) purchasing Goods or Services from the Company (“Customer”), and is effective as of the date Customer makes first payment.  This Agreement, as well as all documentation referenced herein, including the documents available on the Company website, constitute the entire Agreement between the Customer and the Company (each a “Party” and collectively, the “Parties”), and supersede any and all oral, written, or prior agreements or representations.  Customer may not rely upon any representation, statement, or communication unless reduced to writing and signed by the Company.

‍Purchase.  Customer agrees to purchase Goods or Services at the price listed and hereby purchases Goods or Services.  Purchases of Goods are due at the time of this Agreement.  Customer has had an opportunity to inspect Goods and purchases them in “as is” condition.

‍Goods and Services.  Customer may be purchasing items that have already been constructed (“Goods”) or requesting that certain items be constructed (“Services”).  Customer is responsible for arranging delivery of Goods.  Refunds, exchanges, or discounts are at the sole and absolute discretion of the Company, and Customer has no right to a refund, exchange, or discount.  The Company agrees to begin Services within a commercially reasonable amount of time, but Customer understands that the Company does not maintain consistent inventory for most Goods and Services, and significant delays are not the responsibility of the Company.  The Company may convert Goods to Services at any time without notice, but without a change in price.  Any stated date of delivery is only an estimate and may be modified by up to one hundred percent plus any delays attributable to supply chain issues and third-party material and labor delays.

‍One-of-a-kind Pieces.  Customer agrees that the Goods and Services are one-of-a-kind and that changes of and differences among Goods and Services, including, but not limited to, colors, patterns, shapes, wear, textures, materials, abrasions, rust, knots, integrity, filler, foam, springs, cushions, latches, levers, switches, manufacturers, origins, and suppliers, enhance the unique nature of the Goods and Services. The Company does not guarantee that certain materials or components are or will be available at an efficient price, and Customer authorizes the Company to use its judgment in determining appropriate replacement materials or components in light of availability and cost.  The Services will be delivered according to any written specification submitted to the Company prior to or together with this Agreement, as they may be modified by the Company in its reasonable professional judgment (the “Specifications”).  Specifications may be as simple as a reference to Goods at the Company’s location or a picture of Goods.  Where Specifications are references to Goods, the Company is not agreeing to duplicate Goods: the Company’s Goods and Services are one-of-a-kind; Specifications by reference are for general guidance of Services, and are freely modifiable by the Company.  Customer may not request changes to the Specifications after this Agreement becomes effective, although the Company may agree to modify the Specifications in accordance with Customer’s communications and will notify Customer of any price change resulting therefrom.

‍Deposit.  Customer may be asked to make payment for Services at any time (“Deposit”).  In the event Customer cancels an order, a purchase, or this Agreement, actual costs expended or incurred by the Company shall be deducted from the deposit, and the remainder will be returned to Customer.

‍Representations and Warranties of Customer.  Customer hereby instructs and authorizes the Company to perform Services.  Customer hereby warrants that it will provide payment promptly within ten (10) days of notice of completion of Services, irrespective of the delivery or pick up date.  In the event of default, the rate of interest shall be one and one-half percent (1.5%) each month, compounding annually (18% APR).  Customer shall pay any and all reasonable costs of collection, attorneys’ fees, and legal fees.

‍Representations and Warranties of the Company.  If the Company arranges delivery for Customer, Customer agrees to pay the delivery fee.  Other than paying the deliver fee to the delivery company, the Company makes no representation or warranty for the services provided by the delivery company and Customer agrees that the Company will not be responsible for any damage caused by the delivery company.  Services may be covered by a written limited warranty, a copy of which is available upon request (if applicable).  Except as set forth in the Company’s WRITTEN LIMITED Warranty, if applicable, and to the maximum extent permissible by law, the Company expressly disclaims any and all implied warranties, including the warranties of merchantability, fitness for a particular purpose, AND NON-INFRINGEMENT.  THE COMPANY’S LIABILITY FROM ANYTHING RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT IS HEREBY LIMITED TO A REFUND OF ALL AMOUNTS PAID UNDER THIS AGREEMENT.  CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD THE COMPANY HARMLESS FOR ANY CLAIM ARISING OUT OF GOODS, SERVICES, THIS AGREEMENT, OR ANY RELATIONSHIP BETWEEN THE PARTIES.  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY KIND.

‍Right to Inspect and Cure.  Customer hereby agrees to provide the Company with the right to inspect and cure any alleged defect(s).  In the event the Parties dispute the existence of an alleged defect or insufficient workmanship, the Parties agree to make best efforts to settle the dispute without the assistance of the courts.  In the event of litigation, Customer agrees to pay the costs and attorneys’ fees of the Company, if the Company is successful in part or in whole, to the extent the Company is successful, and to the extent litigation precedes best efforts to settle a dispute the Company would likely have settled without the assistance of the courts.  Customer agrees not to make disparaging statements about the Company and in light of the difficulty of establishing damages, agrees to pay 1/3 the cost of all Goods and Services ordered for each occurrence.

‍Colorado; Waiver; Enforceability.  This Agreement is made in Colorado under the laws of Colorado without respect to conflicts of law provisions.  All disputes must be brought exclusively in Colorado federal and state courts.  The Company may elect to submit some or all disputes or claims to arbitration before an arbitral forum of the Company’s choice.  CUSTOMER WAIVES THE RIGHT TO A JURY TRIAL ON ALL ISSUES.  No act of the Company shall be deemed a waiver of any part of this Agreement.  If any provision of this Agreement is held invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.
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