1. SURFACE THEORY LLC. – WEB SITE TERMS AND CONDITIONS OF SALE

    ©2015 SURFACETHEORY.COM. ALL RIGHTS RESERVED. WELCOME TO SURFACE THEORY. operated by SURFACE THEORY, LLC. (referred to herein as either “SURFACE THEORY or SURFACETHEORY.COM”) PLEASE REFER TO THE LEGAL NOTICE BELOW FOR SURFACE THEORY’S TERMS AND CONDITIONS OF USE. The website address for Surface Theory is https://surfacetheory.com/  The mailing address for Surfacetheory.com is –536 1st ave s Seattle Wa 98104, USA.

    LEGAL NOTICE – CONDITIONS OF SALE

    THE EFFECTIVE DATE OF THIS AGREEMENT IS 12/10/2015

    Agreement Between the User and Surface Theory LLC

    Surface Theory warrants that for a period of 10 days from delivery to you, Surface Theory’s products are milled to the specifications agreed upon by Surface Theory for your order., and are guaranteed prior to installation.

    If Surface Theory determines the products to not be milled to the specifications agreed upon by Surface Theory for the order within the warranty period referenced above, the products may be replaced or repaired at the option of Surface Theory at its expense, including authorized transportation, but only if such claims are made in writing to Surface Theory within ten (10) days of the discovery within the warranty period. CUSTOMER ACKNOWLEDGES AND AGREES THAT SURFACE THEORY’S LIABILITY FOR ANY VALID CLAIM UNDER THIS LIMITED WARRANTY SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF THE PRODUCT, OR RETURN OF THE AMOUNT PAID BY CUSTOMER FOR THE AFFECTED PRODUCT. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY SURFACE THEORY IN CONNECTION WITH THE PRODUCTS. No employee, distributor, or representative is authorized to change this limited warranty in any way or grant any other warranty on behalf of Surface Theory.

    Customer acknowledges that the products of Surface Theory are natural products, which are subject to degradation and changes over time as any other naturally occurring product. Surface Theory will fill the order from the Customer, but will not otherwise guarantee the product, other than as expressly set forth herein under the limited warranty above. Customer acknowledges that many factors affecting the product are outside of the control of Surface Theory and are naturally occurring, such as temperature, moisture, transportation, and the condition of the wood at the time received by Surface Theory, none of which can be controlled by Surface Theory. Therefore, Surface Theory has no liability whatsoever for these naturally occurring conditions or the effect that they may have on the product. In addition to the other disclaimer provisions set forth herein, Surface Theory offers certain suggestions below on how to handle the product, but these do not constitute a warranty or guarantee regarding the product being sold.

    Customer has read and understands these terms and conditions and agrees that Customer has accepted any and all terms and conditions contained herein or an attachment hereto. Any additional or contradictory terms or conditions contained in any acknowledgment, invoice, purchase order, change or other communication, oral or written, heretofore or hereafter furnished by Customer is hereby objected to by Surface Theory LLC. (hereinafter “Surface Theory”), and shall be of no force or effect. A paid deposit constitutes acceptance of these “Terms and Conditions” and acceptance of the estimate/order as written.

    Payment Terms

    Surface Theory pricing is valid for 30-days from date of issuance unless otherwise noted. Estimated shipping costs on estimates are valid for 7 days.

    A 50% non-refundable deposit and agreed terms and conditions is due upon placing your [custom] order. Final Balance must be paid in full when order is completed. If “50% Down – Net (x days)” Terms have been granted, the net time period starts when order is completed by Surface Theory. Orders will not, under any circumstance, be placed on the production schedule until deposit is verified.

    Surface Theory accepts cash, check (this can be a photo copy), credit card, and wire transfer as forms of payment. All checks should be made payable to Surface Theory. All major credit cards are accepted. Visa and MasterCard are subject to a 3% processing fee on all orders.

    Mantels

    When ordered online, mantels must be paid in full at the time of placing the order. Mantel characteristics may include but are not limited to natural weathering, authentic cuts, artifacts, peg holes and mortise notch pockets. Included: Pressure washed, kiln dried and insect sprayed. Surface de-nailed only – nails, etc. may exist below the surface. Customer is required to have proper equipment for unloading. Mantels are inventoried and sold plus or minus 1″. We allow a 1″ variance on our Reclaimed Hand Hewn Timbers. EX: 10″ x 10″ beam may measure 9″ x 10″ in the center but on both ends measures 10″ x 10″. Please make sure to unwrap mantels as soon as they are received so any built up moisture is released and the mantels can acclimate.

    Taxes

    Prices on the products are exclusive of all city, state and federal excise taxes including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes, and exclusive of any duties, tariffs, import fees, or any other fees associated with imports and exports. Wherever applicable, any such items will be added to the invoice as a separate charge to be paid by the Customer. Out-of-state customers receiving products or services must pay state and local taxes where applicable.

    No Changes

    No changes in the order or the products shall be made by Customer unless evidenced by a written agreement signed by Surface Theory. Surface Theory reserves the right to change the order when necessary.

    Delivery Terms

    Lead-time estimates are valid for one-week. Manufacturing lead times start on the Friday after the date 50% deposit is received and confirmed with invoice copy. Please understand that lead times are based on scheduling and are subject to change at any time due to orders received. Lead times are also based on product availability and production scheduling. Lead times are estimates and are not guaranteed dates that your material will be completed or ready to ship. Lead times do not include shipping transit time from our facility to your location. Shipping times are subject to unavoidable delays including, but not limited to, holidays, accidents, inclement weather, strikes, and/or any other delays beyond our control.

    Freight estimates are valid for 7 days. Freight estimates are based on type of material, cubic space, weight and traveling distance. Freight estimates are subject to change. Adjustments will be applied to final invoice. Please call or email for updated freight estimates. PLEASE NOTE THAT A FINAL SHIPPING ESTIMATE WILL NOT BE AVAILABLE UNTIL THE ENTIRE ORDER IS PACKAGED AND READY TO SHIP. THE SHIPPING COST THAT HAS BEEN INCLUDED IN YOUR INITIAL INVOICE IS ONLY AN ESTIMATE AND CAN CHANGE BASED ON WEIGHT AND SKID DIMENSIONS NEEDED TO PROPERLY PACKAGE YOUR ORDER. SURFACE THEORY LIMITED IS NOT RESPONSIBLE FOR ADDITIONAL SHIPPING CHARGES THAT MIGHT BE INCURRED AT TIME OF FINAL BILL.

    Flooring is shipped common carrier at Customer’s expense, and Customer bears the risk of loss. Carriers require a contact name and contact number. Customer is responsible for unloading all material from back of delivery truck to designated staging area. Please note that depending on your location and order, this delivery truck may be anywhere from 20’ – 80’ long. Material is commonly packaged for forklift unloading. Proper equipment is required for unloading. If product will be hand unloaded, please inform Surface Theory at time of deposit. Freight estimates are based on normal unloading times. Hand unloading may exceed normal unloading times and are subject to additional charges. Additional unloading charges will be the responsibility of Customer. Shipping damage, however unusual, may occur and is the responsibility of the Customer. If a shipment is received damaged it must be noted on the delivery receipt. Taking pictures of damage material is highly encouraged. Surface Theory will not be responsible for filing a claim with the freight company without a notation on the delivery receipt. Please inform Surface Theory as soon as possible.

    Inspection And Acceptance

    Within five (5) days of the receipt of the products, Customer shall inspect the products with regard to any defects. Claims for corrections from Customer must be made in writing to Surface Theory within five (5) days of receipt of the products, and if a claim is not made within said time period, the products shall be deemed accepted. In case defects are found during such inspection, Customer shall notify Surface Theory immediately but not later than five (5) days after receipt of the products. The failure to provide said notice within the five (5) day period shall be deemed acceptance of the products by Customer. Upon receipt of notice, Surface Theory shall have the right to inspect and investigate to determine the validity of the defect. To the extent Surface Theory determines that there is a defect for which Surface Theory is responsible hereunder, then in such case Surface Theory’s sole obligation is to correct or replace the products to conform with the Specifications at the expense of Surface Theory; however,Surface Theory shall have no liability to correct or replace any items caused by Customer, including without limitation, as set forth in the Disclaimer provision below. In such case, Surface Theory agrees to arrange for transportation and sufficient insurance to protect the products in transit, as well as the transportation of the repaired or replaced products from Surface Theory’s facility, and such reasonable costs of such rework or return including a return for analysis of the products shall be borne by Surface Theory.

    Disclaimers

    Custom products are milled to order. If additional material is needed to compete your project, lead-time may possibly be the same as your original order (3 weeks – 12 weeks depending on the product ordered).

    Surface Theory Limited will charge $.15/sf (minimum $100.00) for warehousing storage fees on orders that have been ready to ship for more than 1 week. This fee will be added to the invoice.

    Customer is responsible for takeoff measurements. Surface Theory assumes no responsibility as to the accuracy of any blueprints, drawings, or material lists that have been provided. Please make sure to include the appropriate waste factor for Customer’s project to ensure you have enough material to complete your project.

    Surface Theory accepts no liability or responsibility to any harm to people or damage to property that may result from the use or additional processing of our products.

    It is the customer’s responsibility to verify the flooring moisture levels are appropriate (6% – 9%) at time of delivery. Any moisture claim related to the delivered materials must be filed upon at time of delivery receipt. Industry recommends proper acclimation to the desired installation location no more than 30-days after delivery receipt. The consignee and your installer are responsible for inspecting flooring prior to installation. Surface Theory accepts no responsibility for flooring with visible or known defects after installation. Surface Theory excludes any loss, expense, or damage other than to the flooring itself that may result from a defect in the flooring.

    Acclimation time frame is dependent on many factors including the conditions and climate at time of delivery. The goal is to ensure the moisture content of the wood is relative to the living conditions and remains consistent; generally industry recommends a 30-50% humidity level and 60-80 degree temperatures. Industry acclimation recommendations for unfinished flooring are 7-10 days and pre-finished flooring 10-14 days. Acclimation is highly recommended in the room(s) it is to be installed. Do not stage flooring in a non-climate controlled area (ex: garage, shed, home/room with no HVAC).

    Open naturally occurring characteristics (open knot holes, nail holes, checking) are standard in unfinished products. Wood filler can be used to fill these characteristics. Please talk with your installer regarding this process. If installing yourself, please discuss with your sales rep. Although there are many different thoughts and practices on which installation method is best, Surface Theory suggests adhering to the National Wood Flooring Association guidelines on hardwood floor installation. NWFA installation guidelines can be found on our web page, under Flooring Resource tab.

    Surface Theory products may contain naturally occurring characteristics including, but not limited to, sound knots, open knots, sound checking, nail holes, remnant insect tracking, original surface patina, over/under wood, color variation, and/or paint. Samples, submittal samples, or images of samples or previous installations of this natural material are to be used as a general guide. Samples are not a direct representation on an entire floor. Samples, pictures or representations Surface Theory provides are to demonstrate the general characteristics and appearance of that product and are in no way a guarantee all characteristics are shown or all characteristics shown will appear in your order. Every flooring piece and completed floor is truly one of a kind.

    Barn Siding Rough Stock is sold as a product that, in most cases, needs further milling before it becomes the final product. It will consist of mixed species (unless specified), have rough edges, random irregular widths, random irregular thicknesses, and random lengths. Your order may contain one or many widths depending on the structure it came from and the size of the order.

    Naturally Faded Barnsiding Products may contain traces of lead based paint. Surface Theory shall not be responsible for any damage or injury resulting to or caused by any products for any reason.

    Reclaimed timbers are sold as nominal sizes and will have irregularity. In most cases, these timbers were cut by hand and can vary from end to end in size and in many cases will not be perfectly straight. Timbers are mixed species unless specified otherwise. They may contain peg holes, mortise and tenon pockets, and nails that may exist below the surface. When specific lengths are ordered Surface Theory reserves the right to send pieces longer than needed and to bill the buyer for those additional lengths up to 20%.

    Surface Theory is not liable for any structural timbers. If Customer wishes to use any timber structurally, Customer must have those timbers inspected and approved by a certified engineer in the same jurisdiction in which your project is located.

    Customer is responsible for verifying correct specifications, quantities needed, and product description is correct on estimate prior to purchasing.

    Surface Theory shall not be responsible for any damage or injury resulting to or caused by any products for any reason, including without limitation, by reason of installation by Customer, improper storage, unauthorized service, alteration of the products, neglect or abuse or the use of the products in a manner inconsistent with its design, and any other items referenced in this provision on Disclaimers. Surface Theory shall not be liable for any delays or losses caused by Surface Theory’s error, unless such delays and losses are caused by willful misconduct of Surface Theory. Customer acknowledges and agrees that if the Customer identifies specific applications for the use of the products, Surface Theory shall not be responsible for any deviations from the applications or nondisclosure of Customer of any additional information, including, but not limited to Customer’s failure to properly install the products. If the Customer specifies designs and specifications, the parties agree that Customer is exclusively responsible for those designs and specifications. Surface Theory shall not be responsible for the correctness or adequacy of any design details, plans, or material not furnished by Surface Theory. The parties further agree that Surface Theory shall not be responsible for any products which have been modified or integrated with other products not designed or selected by Surface Theory.

    Limitation of Liability/Indemnification

    IN NO EVENT SHALL SURFACE THEORY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS OR PROFITS, EVEN IF SURFACE THEORY IS ADVISED, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE LIABILITY OF SURFACE THEORY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND ANY AND ALL DAMAGES IMPOSED UPON SURFACE THEORY SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER TO SURFACE THEORY FOR THE PRODUCTS SUBJECT TO THE CLAIM. FURTHERMORE, IN THE EVENT THAT ANY PRODUCTS SHALL BE MANUFACTURED AND/OR SOLD BY SURFACE THEORY TO MEET CUSTOMER’S PARTICULAR SPECIFICATIONS OR REQUIREMENTS, SURFACE THEORY SHALL NOT BE LIABLE FOR ANY FAILURE TO MEET PARTICULAR SPECIFICATIONS OR REQUIREMENTS, OR ANY CLAIM FOR INFRINGEMENT OF ANY PATENT OR ANY INTELLECTUAL PROPERTY RIGHTS, ARISING FROM THE CUSTOMER’S PARTICULAR SPECIFICATIONS OR REQUIREMENTS FOR THE PRODUCTS. THE REMEDIES OF CUSTOMER SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REMEDIES.

    Customer shall indemnify, defend, and hold Surface Theory, its officers, employees, directors, representatives, shareholders, agents, successors and assigns harmless against any and all losses, claims, damages, judgments, liabilities, or expenses, including, without limitation, reasonable attorney fees and expenses, incurred by Surface Theory as a result of or arising out of: (a) Customer’s breach of any of these Terms; (b) the use of the products by Customer or any other third party; (d) any act or omission of Customer or its agents, employees, representatives or subcontractors.

    Governing Law/Venue

    In all respects, the parties agree that they shall be subject to, and governed by, the laws of the State of Washington. In the event that any legal proceeding is commenced or arises, said legal action shall be commenced and filed in King County, Wa, or the federal court with jurisdiction over King County, Wa. Customer hereby knowingly and irrevocably waives any objection on the grounds that improper jurisdiction or venue to an action in said courts, and agrees that effective service of process may be made upon Customer by mail at the last known address of the Customer.

    Confidentiality/Ownership of Intellectual Property

    The Customer acknowledges that Surface Theory possesses certain confidential or proprietary information of Surface Theory, including, without limitation, Surface Theory’s designs, data, ideas, drawings, specifications, trade secrets, formula, technical experience, financial data, financial information, products, and services, and other valuable, confidential and proprietary information, which may be disclosed to Customer or for which Customer may have access (hereafter “Confidential Information”). At all times thereafter, Customer agrees not to disclose to any person, firm, or entity any Confidential Information. Furthermore, Surface Theory retains exclusive ownership and rights to all of its Confidential Information, trade secrets, and all of its intellectual property and other rights, as well as exclusive rights to any improvements, modifications, or variations of its products. Furthermore, Customer shall have no right to use the name, likeness, logo, or other identifying marks of Surface Theory without the express written consent of Surface Theory.

    Non-Assignment

    Customer may not assign or delegate its obligations under this order without Surface Theory’s prior written consent, however, Surface Theory may assign or subcontract its obligations hereunder without Customer’s consent.

    Modification/Waiver

    These terms may not be changed or modified orally, but may be amended in writing only by the duly authorized officers of both Surface Theory and Customer. A party’s failure to insist on compliance or enforcement of any provision herein shall not affect the validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision herein by that party or any other party.

  2. SeverabilityIn the event that any provision herein is invalid or unenforceable under any applicable laws, orders, and/or regulations, such provision shall be considered divisible as to such provision, which shall be considered inoperative, but the remainder of the provision shall be valid and binding as though such provision were not included therein.Section HeadingsSection headings have been inserted herein for convenience of reference only. If there is any conflict between such headings and the text herein, the text shall control.

    Force Majeure

    -Surface Theory shall not be responsible for any acts or omissions, nor for events beyond its reasonable control (hereinafter referred to as “Force Majeure”), including but not limited to Acts of God, changes of laws or regulations or other acts of government, labor disputes, strikes, riots, mobs, fires, floods, wars, embargoes, impossibility to obtain necessary material, labor, machinery, or transportation.

    Entire Agreement

    These Terms and Conditions, and any amendments or addendums attached hereto and accepted by both parties, constitutes the final written expression of all terms between the parties regarding the subject matter thereof, and is a complete and exclusive statement of those terms.

    Relationship Of Parties

    Surface Theory and Customer are independent contracting parties and nothing in this Agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does either party grant the other authority to assume or create any obligation on behalf or in the name of the other.