These terms and conditions on this Agreement, including all additions added by Charter House Holdings, LLC (hereinafter “CHi”) represent the sole governing document and agreement between CHi and the purchaser of CHi’s products and/or services (“Customer”) and it supersedes all previous terms and conditions, representations or guaranties, verbal or otherwise, and is intended to be a final expression and complete statement of the parties agreement. Except as expressly provided herein, this Agreement shall not be modified or supplement in any respect except by written agreement signed by both parties stating their intent to modify this Agreement. The items and conditions of this Agreement only will apply to each order accepted or shipped by CHi, and Customer’s acceptance is solely limited to the terms of this Agreement, notwithstanding the prior or subsequent use or tender by Customer of any other document purporting to govern the terms of this purchase. Customer may, however, use its standard order form to order Products pursuant to this Agreement, provided that only the typed or handwritten provisions on the face of an order specifying the products, price, quantities and order dates may supplement this Agreement if they are not inconsistent with this Agreement, and all other terms of Customer’s order will be deemed a material alteration of CHi’s terms, and are objected to, rejected and deleted and shall not become a part of this Agreement even if the order is accepted by CHi. This provision will apply even if the Customer’s request for quote, purchase order or any other document states otherwise. Acknowledgment of receipt of a purchase order does not constitute acceptance.
Customer agrees to indemnify, defend, and hold harmless Charter House Innovations (“CHi”), its officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
a. Customer’s breach of any term or condition of this agreement.
b. any act, omission, or negligence of the Customer or its contractors, subcontractors, or agents; or
c. any claim of injury to persons or damage to property resulting from the use, installation, or handling of CHi’s products, except to the extent caused by CHi’s gross negligence or willful misconduct.
This indemnity obligation shall survive the termination, expiration, or completion of this agreement.
a. CHi Terms & Conditions apply to all CHi scope and transactions as outlined in quotes and sales order confirmations provided to Customers. These Terms & Conditions shall prevail over any conflicting terms in a customer purchase order (P.O.), unless otherwise agreed to in writing by an authorized CHi representative, and only if such writing expressly states it intends to amend or supplement these Terms & Conditions.
b. Customer agrees to reimburse CHi for any expenses incurred in the collection of outstanding payments, including but not limited to reasonable attorneys’ fees. A late fee will be applied to any past due balance at a rate of 1.5% per month or the highest rate permitted by law, whichever is lower, and will be payable upon CHi’s request. Customer may not offset any amounts owed to CHi against any claims or disputes they may have with CHi.
Receipt of a signed quote, purchase order, or required deposit constitutes authorization for CHi to begin manufacturing and performance under the quote. If the Customer requests a change to the delivery date within two weeks of the originally scheduled delivery, and the rescheduled date is more than seven (7) days later than the original, a storage fee will apply. This fee will be calculated starting from the date the change was requested through the new delivery date. The Customer shall be responsible for any charges, costs, fees, or expenses incurred by CHi for warehousing and shipping products not accepted within the specified timeframe. When this occurs, a warehousing fee of $150.00 per week (or $0.34 per sq. ft. of storage, whichever is greater) will be applied to the original contract.
If no specific delivery date is established, CHi shall be granted a reasonable period to deliver materials and perform associated work. CHi is not liable for any loss of sales, advertising costs, or other expenses resulting from delivery delays. Any mathematical errors in the CHi contract will be corrected via an addendum, which must be acknowledged and approved by the Customer prior to product shipment.
CHi will honor the pricing stated in this contract for orders delivered within six (6) months of the quote execution date, unless otherwise specified. After this period, CHi reserves the right to adjust pricing due to, but not limited to, changes in material, labor, or service costs, and/or freight rate increases for deliveries scheduled beyond the original term. Any price adjustments will be submitted in writing for the customer’s acknowledgment. Delays in acknowledgment may impact lead times.
a. No credit or allowance will be granted for changes in plans, specifications, work, or materials unless CHi provides prior written approval. All work performed and materials furnished shall be deemed accepted by the Customer unless CHi is notified in writing either at the time of contract execution or prior to substantial completion. “Substantial completion” is defined as the point at which the majority of the raw materials and products are complete in manufacturing.
b. The majority of CHi products are custom-made to the Customer’s specifications. Once an order is accepted, it cannot be canceled without written approval from CHi. Returns are not permitted without CHi’s prior written authorization. CHi must be notified immediately if any merchandise is incorrect or does not meet the specifications of the order. Approved returns are subject to a 25% restocking fee plus freight charges.
a. All designs, drawings, specifications, models, prototypes, documentation, and related materials provided or developed by Charter House Innovations (“CHi”), whether in physical or digital form, shall remain the sole and exclusive property of CHi unless otherwise agreed in writing. Other than a customer’s right to use the product, CHi retains all rights, title, and interest in any intellectual property created in connection with the design, manufacture, or delivery of its products or services.
b. Customer shall not reproduce, distribute, disclose, or use any of CHi’s intellectual property for any purpose other than for the intended use of the products or services purchased, and shall not reverse engineer or otherwise attempt to recreate CHi’s proprietary designs or methods.
c. Any custom work or modifications requested by the Customer and developed by CHi shall also be considered CHi’s intellectual property, unless a separate written agreement states otherwise.
d. This clause shall survive the termination or completion of the agreement.
CHi is not responsible for the availability of materials specified to be supplied by the general contractor or 3rd parties. In the event that material is not available, CHi should be contacted at once with a specified alternate. Additionally, Chi is not responsible for any material supplied or installed by the general contractor or 3rd parties, or their workmanship.
CHi will provide a full set of plans with critical dimensions marked on the drawing. The customer or customer’s responsible party must return this plan to CHi, showing verified field dimensions and any changes (also marked in red), no later than 4 weeks before the order due date. Fabrication of items requiring these critical dimensions will not begin until verification is received. Verification received after the stated deadline will result in a delayed delivery date. Any additional costs resulting from the delay will be the responsibility of the Customer. CHi will not be responsible for errors or omissions in the verified dimensions provided by the customer or customer’s responsible party, and any costs or delays arising from inaccurate field data will be the sole responsibility of the Customer.
CHi is not a licensed architect or engineering firm. It is the Customer’s responsibility to ensure full compliance with all applicable municipal, state, and federal codes, including but not limited to drawing submissions, stamped drawings, and structural load calculations. The Customer or the Customer’s architect must inform CHi in a timely manner of any building, health, or other codes or ordinances that may affect the construction or installation of equipment. The Customer is solely responsible for obtaining all required permits, licenses, city business licenses, agency approvals, and for covering all related costs, including equipment testing or modifications needed to meet code requirements.
a. Installation pricing is based on the use of CHi’s non-union labor force. If local union requirements mandate the use of union labor or the payment of union-scale wages and benefits, the Customer is responsible for the cost difference between CHi’s standard rates and union rates. CHi is not liable for delays caused by union disputes or any delays due to union issues.
b. If the job site is not ready at the scheduled installation time, a $1,000 per day delay fee will be charged. If a return trip is required due to site unavailability or delays, a $1,500 trip charge will be applied. CHi installation crews must be able to work full 8-hour days during daylight hours; reduced workdays or restricted site access may result in additional charges or travel expenses.
c. CHi is not responsible for any loss of sales, advertising costs, customer dissatisfaction, or other expenses resulting from missed delivery dates. Any installation warranty is void if installation is performed by contractors other than CHi.
d. CHi’s installation proposals do not include the following unless specifically quoted:
______i. Electrical work or upgrades
______ii. Plumbing work or upgrades
______iii. Union labor requirements
______iv. Holiday work schedules
______v. Permits or licenses related to installation.
______vi. Leveling of any floor or subfloor that is not suitable for CHi product installation.
______vii. Base tile or installation of base tile for any CHi-produced product
e. Installation is based on unencumbered access to the building site, and at the time of arrival of CHi crew the following:
______i. The work area has 120-volt AC, 30-amp electrical service.
______ii. The work area has potable water, lighting, and heat.
______iii. All wall finishes (e.g., wall coverings, chair rail, wainscot) are complete.
______iv. All ceiling grid and ceiling tiles are installed.
______v. All floor tiles installed and grouted for a minimum of 48 hours prior to installation.
______vi. All doors and windows installed, sealed, and site secured to protect equipment and product.
______vii. HVAC, framing, electrical, plumbing and floors are finished.
f. CHi does not accept liability for any defect in the manufacture or assembly of non-CHi products required to be installed by CHi personnel. CHi also accepts no liability for the installation of any product not manufactured by CHi.
CHi shall not be responsible for any damage to electrical conduit, water lines, sewage pipes or similar “hidden” construction elements where core drilling is necessary. Additional cost incurred by CHi to stabilize cored steel, as a result of shallow concrete, shall be the responsibility of the Customer.
a. a minimum of a 5” thick concrete slab is required. If during core drilling the slab is found to be less than 5”, CHi may assess additional charges or decline installation of those fixtures.
CHi shall not be responsible for loosened tiles caused by the suction cups on the core drilling rigs. The contractor should allow ample time for the tile to “set” before drilling begins (see General Contractor notes on CHi plans).
The Customer shall ensure that all work areas are made available and in the required condition upon arrival, and that the work can be performed free from things that will cause delays or interruptions. Surfaces must be clean, dry, and accessible. The Customer is responsible for removing any obstructions to CHi’s work at their own expense. If the work area is not ready or surfaces are not ready for the application of materials, the Customer will bear the cost of sending installers to the job site. Additionally, the Customer will cover any expenses resulting from delays not caused by CHi. The Customer must also provide reasonable access to water, electricity, and other necessary facilities.
CHi shall not be responsible for any loss, damage or expense resulting from work performed or materials furnished in accordance with plans or specifications, where such plans and specifications do not in whole or part conform to the requirements of law.
a. CHi will arrange and bill freight unless the Customer notifies CHi in advance that they will manage shipping independently, at their own expense. All deliveries are F.O.B. Shipping Point. Delivery dates are estimates based on timely receipt of necessary information from the Customer. CHi will make reasonable efforts to meet delivery schedules but does not guarantee specific dates or times. Missed delivery dates shall not constitute grounds for cancellation or claims for damages.
b. CHi aims to deliver within the requested time but reserves a 2-hour delivery window. Back charges for deliveries within this window will not be accepted. Delays due to weather, regulatory issues, customs inspections, or other causes beyond CHi’s control are exempt from this window.
c. Contract Carrier shipments are scheduled in advance. Any changes made by the Customer may result in delays or added freight costs. The Customer is also responsible for any additional costs caused by changes in schedule or lack of delivery site access.
d. Common Carrier (LTL) deliveries are not guaranteed for specific days or times and are subject to carrier scheduling. CHi is not responsible for delays or conflicts related to LTL shipments. The Customer is responsible for providing accurate site details and ensuring personnel are available to receive and unload the shipment. Failure to do so may result in delays and additional costs, which are the Customer’s responsibility.
e. The Customer or their authorized recipient must have the means to unload the product at the final destination. CHi reserves the right to charge, and Customer agrees to pay additional fees for liftgate service or failed delivery attempts requiring rescheduling.
a. The Customer will verify the received items against the bill of lading and packing list to ensure the shipment is complete and in good condition.
b. If the product is received damaged or incomplete, the receiving party must notify CHi within 24 hours of delivery.
c. The Customer or its Authorized Recipient must inspect the shipment upon receipt and notify CHi of any damage within 24 hours by contacting their Project Manager, Salesperson or calling directly at 800.314.7659. For products that are crated or boxed, the notification must be made within 48 hours of receipt. CHi contracted shipments will assist in filing damage claims.
d. CHi is not responsible for the Customer’s failure to properly document or promptly report damage. If visible damage is present, it must be documented (e.g., photos or video) and clearly noted on the carrier’s bill of lading (BOL) before signing. If the Customer refuses any damaged product, CHi must be notified immediately.
CHi shall not be held liable for any default, damage, loss, or delay in performance due to labor disputes, fires, accidents, floods, structural collapse, shortages of materials, or transportation interruptions resulting from riots, war, national or local emergencies, government-imposed priorities, or embargoes, or any causes beyond its reasonable control. Any additional costs, losses, or damages to CHi’s materials -whether installed or stored on the premises, shall be the sole responsibility of the Customer.
CHi carries public liability, property damage and workman’s compensation insurance and consequently will not honor any charges against it for insurance or bond to cover or liability under any “hold harmless” or “Indemnity” clause of a similar nature in any contract, specifications letter of acceptance or notice submitted by Customer or its contractors which is any way require CHi to assume any liability which is not imposed on CHi by law.
State sales tax on the sale of material must be added to our quotation unless exemption certificates or resale certificates are furnished. Any additional excise, duty, tariff, processing or other direct tax imposed upon the manufacture, sale or application of material supplied shall be added to the final invoice and paid by Customer.
a. CHi products are built with care and thoroughly inspected to ensure their quality. All products are warranted against defects in material and workmanship for a period of one year from the date of substantial completion for normal use and when installed in accordance with CHi’s instructions. CHi also warrants the quality of its Certified Installation Services for a period of three years. Damage caused by improper cleaning, improper usage or abuse is not covered by Chi’s warranty. In the event a defect covered by this warranty is discovered during the warranty period, Customer must provide written notice to CHi specifying the defect.
b. CHi will have up to ninety (90) days to modify or replace the defective product (or service) with a conforming product (or service) at no charge. However, the Customer will be charged CHi’s cost in responding to a warranty claim if the item is not covered by this warranty. In the event that CHi is unable to remedy the defective items, the extent of CHi’s liability is limited to the purchase price of the defective components sold hereunder. CHi makes no other warranty, express or implied, of any nature, except as stated herein.
c. WARRANTY DISCLAIMER. THE AGREEMENT OF CHI TO REPLACE OR MODIFY THE PRODUCT (OR SERVICE), OR ALTERNATIVELY TO REFUND THE PURCHASE PRICE FOR THE DEFECTIVE COMPONENTS, ARE IN LIEU OF ALL OTHER REMEDIES OR WARRANTIES, WHETHER WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH AND EVERY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
d. LIMITATIONS OF DAMAGES. CHI SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SUPPLY OF EQUIPMENT OR PROVIDING OF SERVICE TO CUSTOMER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, COST OF CAPITAL OR DAMAGE TO GOODWILL, EVEN IF CHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CHI’S LIABILITY FOR ANY CAUSE WHATSOEVER IS LIMITED TO THE TOTAL PRICE PAID TO CHI. NO ACTION SHALL BE BROUGHT MORE THAN SIX MONTHS AFTER THE CAUSE OF ACTION HAS ARISEN. CUSTOMER AGREES TO HOLD CHI AND ITS AFFILIATED COMPANIES AND AGENTS HARMLESS FROM ANY CLAIM OR DEMANDS ARISING FROM PURCHASE OF OR USE OF CHI GOODS OR SERVICES BEYOND THOSE REMEDIES PROVIDED IN THIS WARRANTY.
e. Cleaning Warning:
______i. CHI advises that the chairs NOT come into contact with caustic chemicals (e.g., acetone, paint thinner, muriatic acid, nail polish remover, bleach, 409) that will damage the metal finish and/or the seat. Floor cleaning chemicals other than approved (KADET) quarry tile cleaner may permanently damage the metal finish of your chairs and nullify the warranty.
______ii. Mopping Floors: All freestanding chairs should be removed from the cleaning area to prevent mop water & chemicals from adversely affecting the metal chair (especially beneath chair leg guards)
______iii. Acid washing: If floors are periodically acid washed, then all chairs, tables bases, and booth frames should be removed from the dining rooms to avoid the acid solution from corroding the frame finish. Frames that come into contact with corrosive chemicals will appear discolored.
______iv. Use only mild soap & water solution to clean the CHi manufactured items unless otherwise noted.
The performance of an agreement subject to these Terms and Conditions will be governed by the laws of the State of Michigan. Resolution of any dispute between the parties shall exclusively be in the State of Michigan, and Customer consents to jurisdiction in Michigan. CHi shall be entitled to all attorneys’ fees and costs incurred to enforce this Agreement. Parties agree to attempt good-faith resolution of any disputes before filing a suit.
If Customer does not pay CHi as required, or otherwise defaults in its obligations, CHi may, (1) terminate its obligations hereunder, (2) declare immediately due and payable all of Customer’s obligations, (3) stop work; and/or (5) eliminate any discounts given to Customer. Exercise of any one remedy does not prejudice or preclude CHi from exercising any other remedy herein or as provided by law. Customer shall not set off amounts due to CHi against claims Customer may have against CHi. If CHi elects to terminate the contract as provided herein, then Customer shall pay to CHi at the contract price for all product and services provided, expenses incurred by CHi in connection with the termination (such as cancellation fees payable to subcontractors or vendors), and CHi’s lost profit if the contract had been completed.
Customer hereby grants to CHi a continuing security interest in all material installed by it until payment is made in full on all invoices submitted by CHi for the project. This security interest may be enforce by all rights available under the Uniform Commercial Code, as well as the right to remove the items, whether or not the items have become affixed to the property. Customer agrees to provide access to the facility during regular and non-store hours for purposes of exercising these rights. In addition, persons or companies furnishing labor or materials for the construction on the owner’s land may have lien rights on owner’s land and buildings if not paid. Those entitled to lien rights, depends on state law, but it typically includes those who contract directly with the owner or those who give the owner notice after they first furnish labor and materials for construction.
Customer has the right to retain up to 10% of the Final Payment (i.e., not to exceed 4% of the total Project Cost) if the check-off items cannot be completed by the time of installation, crew’s departure. If necessary, a return trip will be scheduled to complete the check-off items. However, receipt of final payment (less the retainage) by CHi, is required before re-work is commenced. Retainage is due upon completion of the check-off items.