In these Conditions the following definitions apply:
Supplier means Formed For LLC;
Buyer means the buyer identified in the Purchase Order;
Contract means the agreement between Supplier and Buyer for the sale and purchase of Sculptures, incorporating these Standard Terms and Conditions, the Purchase Order and Sculpture Specifications.
Supplier will consult with Buyer to obtain details about the sculptures to be produced. Once Supplier has the necessary information from the Buyer, Supplier will prepare a Purchase Quotation, including price, specifications, lead times, and if applicable, renderings, 3D models and other key terms.
A Purchase Quotation is valid for a period of 30 days from the date of issue. Purchase Quotations include any variations agreed and accepted by Supplier in accordance with these terms and conditions.
Buyer accepts these terms and conditions hereto or included in or attached to Supplier final quotes as the entire agreement that exists between Buyer and Supplier with respect to each specific order.
Pricing is based upon information supplied by Buyer and is subject to change based upon final approved specifications. Pricing includes one set of renderings (if applicable) and one phase of minor revisions (if necessary). Any substantial changes to design; including finish, materials and dimensions may affect pricing and schedule. Applicable taxes, if any, are not included and may appear on the final invoice.
Balances are to be paid by ACH or wire; Credit cards are accepted with an additional 3% convenience fee. A service charge will be added on accounts which remain unpaid beyond stated terms. The rate of interest will be 1.5% per month (annual percentage rate of 18%) or such lesser rate as is permitted by applicable law. All charges are payable in US funds.
If at any time, for any reason, Buyer does not pay for ordered product when due, and in the event it becomes necessary for Supplier to incur collection cost or institute suit to collect any amount due, Buyer agrees to pay such cost (including attorneys fees and expenses). In addition to the foregoing, if Buyer shall fail to comply with any payment or performance provision hereof, or of any other contract between Supplier and Buyer, Supplier may at its option defer shipments or, without waiving any other rights it may have, terminate this contract.
Buyer shall pay any bank charges for international payment and all applicable local, state and/or federal taxes in the purchase of products from Supplier.
Supplier will require a 50% deposit of the contract total at the time the Purchase Invoice is signed, with the 50% remaining balance, shipping charges and applicable taxes due upon completion of production and prior to delivery.
Any payment towards the Purchase Invoice will be deemed as an acceptance of these terms and conditions and form a contract between Supplier and the Buyer (‘Agreement’).
Supplier products are made to order and cannot be canceled or changed once in production.
It is essential that the Buyer review the Purchase Order and all specifications upon receipt for accuracy. If there are any changes on the dimensions, finish or specifications listed on the final contract, Buyer must notify Supplier in writing of such changes prior to signing the final contract and sending payment. Failure to notify Supplier of order changes within this time period will constitute acceptance of final contract as final and binding.
If a change is requested after production begins, Supplier will notify Buyer if the change is possible at that stage of production, and if applicable, the additional charge for making the change.
Production schedules for each item vary depending on the specifications of each order and are an approximation. Order lead time will start once Supplier has received a signed Purchase Order and initial deposit from Buyer. Receipt of signed Purchase Order, deposit, approved specifications from Buyer is essential to meet the expected lead time.
Schedules will be based upon information supplied by Buyer and are subject to change based upon final approved detail specifications. Please note that any substantial changes by Buyer to the product specifications; including design, materials and dimensions may affect schedule.
Because Supplier products are made to order, Supplier manufacturing process is organized on a “throughput” basis. This means that an unexpected delay in your order will hinder Supplier’s ability to produce other Buyer’s orders in a timely fashion.
Delivery cost will be additional and reflected on the final invoice.
Supplier will use a third party delivery service and will be responsible for delivery of items, curbside, at their destination. The delivery company will be solely responsible for any damages which occur during shipping or delivery.
Buyer is responsible for verifying building access and all entry measurements. Measure all entryways, stairways and/or elevators to be sure that your sculptures will fit through them upon delivery. Supplier is not responsible for errors in calculating measurements of building access or entryways. Buyer is responsible for delivery from curbside to the final destination.
All sculptures are made to order and cannot be returned. Buyer should inspect the sculptures upon delivery and prior to installation. While drivers are still there, please call the delivery company and Supplier with any concerns, questions, or product damages and ensure the problem is recorded on the driver’s ticket. Failure to do so and acceptance of the sculptures in their delivered condition will exempt shipper and Supplier from product liability.
If you have a concern, problem, or there are product errors or omissions, Supplier will work with you to correct it. Supplier reserves the right to determine the best possible solution for any problems that may arise. All Supplier sculptures are inspected prior to delivery.
All sculptures are covered by a Limited Lifetime Warranty. If a sculpture is proven to have a structural or material defect, Supplier, at its sole discretion, will be obligated to replace or repair the sculpture, at no additional cost, except for shipping which shall be paid by Buyer.
Supplier shall not be liable for any injury, loss or damage, direct or consequential, arising out of the use of or the inability to use the sculpture. Before using, Buyer shall determine the suitability of the sculpture for his or her intended use and Buyer assumes all risk and liability whatsoever in connection therewith. The foregoing may not be altered except by an agreement signed by officers of Supplier.
Buyer acknowledges and agrees that metal and stone finishes can have minor, natural defects inherent in the raw material, as well as variations in color and texture, which may not match samples or renderings shown to Buyer at the time of consultation. All sculptures are hand made and small imperfections in the finish may occur as a natural, uncontrollable characteristic of the fabrication process. Natural aging processes may affect the look and color of unpainted or non-powder coated metal, including but not limited to natural patinas for bronze. Buyer agrees that these imperfections shall not be considered defects.
Where appropriate, a maintenance schedule will be supplied. Where one is supplied, any damage to or degradation of the sculptures which in Suppliers reasonable opinion results from untimely or poor maintenance of the sculptures shall not be covered by the warranty.
Supplier provides all sculptures for appropriate use and will not accept responsibility for any failure resulting from negligence, vandalism, inappropriate or unreasonable use, or incorrect installation.
All sculptures are made to order and cannot be returned. Buyer should inspect the sculptures upon delivery and prior to installation. While drivers are still there, please call the delivery company and Supplier with any concerns, questions, or product damages and ensure the problem is recorded on the driver’s ticket. Failure to do so and acceptance of the sculptures in their delivered condition will exempt shipper and Supplier from product liability.
If you have a concern, problem, or there are product errors or omissions, Supplier will work with you to correct it. Supplier reserves the right to determine the best possible solution for any problems that may arise. All Supplier sculptures are inspected prior to delivery.
Supplier may provide Buyer with renderings, finish samples (if required), and specifications (“Resources”) prior to the order being placed. Supplier reserves all copyright privileges in connection to the sale of the goods and all accompanying Resources. Resources are submitted to Buyer solely for the proposed sale of goods and Buyer shall not disclose and shall keep confidential.
Supplier reserves the right to require Buyer to return, upon request, all copies of all materials. These Resources are not to be published, reproduced, copied (in whole or in part), loaned or otherwise communicated to any third party by Buyer or its agents or representatives, other than to their prospective buyers. All specifications and dimensions are approximate and are subject to change or correction during production and will be communicated to Buyer for approval.
Nothing in this Contract operates as a transfer of any intellectual property rights (including without limitation design rights) in the sculptures or any other intellectual property rights of Supplier,, all of which shall continue to be owned by Supplier. Buyer is not entitled to reproduce sculptures or otherwise commercialize the intellectual property rights in the sculptures without the prior written consent of Supplier.
Supplier shall have the right to use any images of the sculptures on its website and on social media, unless Buyer has advised otherwise in writing.
These terms and conditions of a sale may not be amended, changed or modified in any way except in written form, duly executed by both parties. Should any item supplied be other than specified or agreed in the final order acknowledgement, Buyer must notify Supplier immediately in writing. Supplier will use its commercially reasonable efforts to provide the goods as proposed in the final order acknowledgement.
If any errors or omissions pertinent to this order have been made either by Supplier or Buyer, Supplier shall be notified by client in writing of such error or omission within 48 hours after the receipt of the signed proposal and deposit. Otherwise, the order will be deemed accepted by both parties as shown. Supplier reserves the right to correct any and all typographical, computational or clerical errors made in the preparation of quotations and specifications.
Non-Circumvention. During the term of this Agreement and for a period of 3 years after its termination, the Buyer agrees not to circumvent, avoid, bypass, or obviate the Supplier in any way with respect to any business opportunities that the Buyer may become aware of, that relate to the subject matter of this Agreement.
Buyer acknowledges and agrees that all information, whether oral, written, or otherwise, that the Buyer may receive from the Supplier regarding business opportunities, pricing, customers, or other confidential information is confidential and proprietary to the Supplier. The Buyer agrees to maintain the confidentiality of such information and not to use or disclose it to any third party, except as required by law.
This Agreement shall be governed by and construed in accordance with the laws of California. In the event of a breach of this Agreement, the parties agree that the non-breaching party shall be entitled to injunctive relief and any other remedies available at law or in equity.
This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements between the parties.
The failure of a party to exercise or enforce any right under this Contract shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
If any provision of part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of this Contract.
A portion of our proceeds goes to support the Ortus Foundation, an impact and grant-giving investor, and a change agent for mental health advocacy. They are working on several initiatives, including collaborating with higher education on their mental health programs and policies, helping build capacity with service providers, directing early-stage investments in the mental health space, and supporting the movement of the use of psychedelics in therapy for drug-resistant treatment. Through these collective partnerships, Ortus is helping make a significant breakthrough in solving one of the greatest societal challenges - youth mental health.