Standard Terms and Conditions
All project proposals, and all artistic designs and renderings within proposals, are Confidential Information copyrighted by Debello, LLC, and may be used exclusively by the named client for review in consideration of purchase from Debello.
CLIENT IS RESPONSIBLE FOR REVIEWING THEIR LATEST PROPOSAL’S DESIGN AND STATEMENT OF WORK (SOW) IN DETAIL BEFORE APPROVING PROJECTS. Debello makes every effort to accurately represent designs before production. Colors on client’s computer screen, and digital and physical renderings on client’s printer, may be different than on Debello’s computer screen and printer.
All lead times are subject to change due to work in progress, orders pending and inventory confirmation. Quoted lead times are only valid for 2-3 business days. ALL LEAD TIME COMMITMENTS ARE BASED UPON DEBELLO’S ACTUAL RECEIPT OF YOUR INITIAL PAYMENT.
Debello products are sold pursuant to the terms & conditions on this page. By ordering any service, client agrees to be bound by the T&Cs as they exist as of the date of order, that the T&Cs set forth the exclusive terms governing the sale of Debello services, and that no legal terms in your purchase order or other documents shall have any force or effect. The T&Cs contain important provisions, including, among others, Limited Warranty, exclusions and limitations on Debello’s liability for damages, and restrictions on the remedies that are available to the client.
Client represents, warrants and covenants to Debello that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content; (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties; (c) Client shall comply with the terms and conditions of any licensing agreements that govern the use of Third Party Materials; (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables; and (e) Client shall comply with all the necessary provisions outlined in the Client Responsibilities clause.
In these conditions:
“Agreement” means the entire content of this Standard Terms and Conditions document and any supplemental documents designated herein or in the Project Proposal, together with any exhibits, schedules or attachments thereto or hereto.
“Client” means the person, and where applicable, organization ordering the Deliverable(s) or Service(s) pursuant to one or more Project Proposals or SOW’s.
“Client Content” means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverable.
“Debello” means Debello, LLC, 9877 Chapman Ave. Suite D, MS172 Garden Grove, CA. 92841 United States of America.
“Deliverable(s)” means the tangible work product(s) produced by Debello for Client pursuant to this Agreement and may include Preliminary Works and any Final Deliverable(s).
“Delivery” means deliver FOB (Debello Headquarters) unless otherwise specified in the applicable Project Proposal.
“Final Deliverable(s)” means the final version of Deliverable provided by Debello.
“Invoice” means an itemized statement of money owed for Deliverables or Services under this Agreement.
“Milestone” means a significant event or stage, as outlined in the Project Proposal, used for timeline and Invoice reference in the development of the Deliverable(s) and Service(s).
“Preliminary Works” means all artwork including, but not limited to, concepts, sketches, visual presentations, other alternate or preliminary design and documents or mock-ups developed by Debello and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Deliverables.
“Project” means the scope and purpose of the Client’s identified usage of the Deliverables.
“Project Proposal” means the documents used by Debello to identify the Deliverable(s) and Service(s) to be provided by Debello for the Project which is governed by these Standard Terms & Conditions, except in the event of any inconsistency between the Project Proposal and Standard Terms & Conditions, in which case the terms of the Project Proposal will govern.
“Service(s)” means service(s) as specified in the applicable Project Proposal.
“Third Party Materials” means third party materials which are incorporated into the Final Deliverables, including without limitation licensed photography, design, artwork, tile and other materials.
By submitting a payment for any service, Client accepts the terms of this Agreement. This Agreement supersedes all prior offers and other communications and sets forth the entire understanding of the parties with respect to the subject matter hereof. Any waiver or additional or different terms or conditions proposed by either party shall be ineffective unless accepted in writing by both parties. The Deliverables or Final Deliverables prepared by Debello shall not be deemed a work for hire as that term is defined under Copyright Law. The client and/or its entities may not reproduce the Deliverables and/or Final Deliverables. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
3. PRICE, PAYMENT SCHEDULE, & PAYMENT TERMS
3.1 Price. Client agrees to pay for the Deliverable(s) and Service(s) the price stated in the Project Proposal or SOW, or if none is stated, Debello’s standard prices in effect at the time of delivery (the “Project Price“).
3.2 Payment. Debello agrees to submit an Invoice, showing the portion of the Project Price due against the Project, upon the completion of each Milestone. Debello agrees to invoice at the prices set forth on the face of the Project Proposal. Invoices, shipping notices, bills of lading and receipts shall be mailed promptly after shipment or completion of Milestone. All Invoices are payable on receipt. In addition to the Project Price and late fees wil start assessing after 15 days, Client is responsible for:
a) a 1.5% monthly service charge on all overdue balances;
b) any reasonable and necessary collection costs incurred by Debello, including attorney fees and litigation expenses; and
c) the price of additional equipment, services and charges necessary to complete the Project made necessary by incomplete or inaccurate information supplied by the Client, in which case, Debello will advise Client in advance of any such additional charges.
3.3 Project Completion & Final Payment. Unless otherwise stated in the Project Proposal, finished Final Deliverables ready to ship from Debello will be considered the final Milestone of the Project. At this time, the payment terms in 3.2 apply.
Client shall have the right at any time to make changes in drawings, designs specifications, time and place of delivery and method of transportation up to the date specified in the Project Proposal. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this contract, whether changed or not changed by any such order, Debello reserves the right to make an equitable adjustment in the price, delivery schedule, or Deliverables, or all or any combination of the three, and this adjustment will be defined in a supplemental Change Order Form that, once signed by both parties, will alter this Agreement accordingly. Failure to agree to any adjustment shall be a dispute within the meaning of the Dispute clause of this contract.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical, business, financial and commercial information and materials of the other party, including without limitation Preliminary Works and the terms (financial and other) of this Agreement (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement without obtaining written permission from opposite party to do so, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
Client agrees that Debello may identify Client as a client and describe, in writing and/or through photography. the Service(s) provided in any marketing materials, advertisements, and presentations by Debello. Client agrees that Debello has the right to incorporate, in a tasteful manner, the Debello logo tile in the Final Deliverables. Client reserves the right, upon written request, to have its identity remain confidential when Debello describes, in writing and/or photography, the Services and the related promotion programs associated with the Client in any of Debello’s marketing materials, advertisements, and presentations.
7.1 Termination for Convenience of Client. Client reserves the right to terminate this order or part hereof for its sole convenience. In the event of such termination, Debello shall promptly stop all work hereunder, and shall promptly cause any of its suppliers or subcontractors to cease such work. Debello shall be paid a termination charge consisting of (10%) of the total Project Price, plus actual direct costs incurred prior to or resulting from such termination.
7.2 Termination for Cause. Either party may terminate this order or any part hereof or cause in the event of any default by the other party, or if such other party breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach. In the event of termination for cause by either party, non-breaching party shall not be liable to breaching party for any amount, and breaching party shall be liable to non-breaching party for any and all damages sustained by reason of the default that gave rise to the termination.
8. RELATIONSHIP OF PARTIES
8.1 Independent Contractor. Debello is an independent contractor, not an employee of Client or any company affiliated with Client. Debello shall provide the Deliverables and Services under the general direction of Client, but Debello shall determine, in Debello’s sole discretion, the manner and means by which the Services are accomplished.
8.2 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties.
9. CLIENT RESPONSIBILITIES
9.1 Coordination. The Client is responsible for the communication and coordination of any administrative and/or operational decisions with decision-making parties other than Debello if they affect the design or production of Deliverables or provision of Services.
9.2 Preparation. Unless otherwise specified in the applicable Project Proposal or SOW, :
9.3 Documentation/Permitting/Licensing. Unless otherwise specified in the applicable Project Proposal:
a) The Client must provide Debello with accurate and complete information, documentation, and materials necessary for Debello to complete the Deliverable(s) and Service(s), such as, by way of example, not limitation, site plans, building plans and elevations, utility locations, color/material samples and all applicable codes, rules, and regulatory information. Debello shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the applicable rules and regulations such as the Americans with Disabilities Act (“ADA”). However, Debello is not an expert and makes no representations or warranties in connection with compliance with such rules, codes or regulations. The compliance of the Final Deliverables with any such rule, codes or regulations shall be the responsibility of Client. Debello shall use commercially reasonable efforts to ensure the suitability and conformance of the Final Deliverables.
c) Final proofreading and written approval of all Project documents including, by way of example, not limitation, artwork, message schedules, Final Deliverables plans and design drawings before their release for fabrication or installation. In the event that Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors.
9.4 Indemnification. The Client agrees to indemnify, save and hold harmless Debello from any and all liabilities associated with the installation and documentation required for installation, such as, by way of example, not limitation, permitting, installer claims, and Client’s agents’ claims and/or their materials’ defects.
9.5 Implementation. Client expressly acknowledges and agrees that the estimates provided in the Project Proposal, at any time during the Project for implementation charges such as, including, but not limited to, installation are for planning purposes only. Such estimates represent the best judgment of Debello or its consultants at the time of the Project Proposal, but shall not be considered a representation or guarantee that Project bids or costs will not vary. Client shall contract and pay those parties directly responsible for implementation services such as fabrication or installation (“Implementation”). Debello shall not be responsible for the quality or timeliness of the third-party Implementation services, irrespective of whether Debello assists or advises Client in evaluating, selecting or monitoring the provider of such services.
10.1 By Debello – Goods & Services. Debello warrants that the Deliverable(s) furnished under this agreement shall materially conform to the Project Proposal and will be free from defects in material or workmanship. Debello warrants that the Service(s) will be performed in a professional and workman-like manner. Debello agrees to replace or correct defects of any Deliverable(s) or Service(s) not conforming to the foregoing warranty promptly without expense to Client when notified of such nonconformance by Client.
10.2 By Debello – Debello Agents. Debello further represents, warrants and covenants to Client that all Manufactures’ warranties of materials and/or products used to create the Final Deliverables extend to the Client upon delivery of the Final Deliverables.
In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Project Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Debello shall be void.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DEBELLO MAKES NO WARRANTIES WHATSOEVER. DEBELLO EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS.
In no event shall Debello, Debello’s affiliates, or Debello’s or its affiliates’ respective contributors, employees, directors, officers, consultants, agents, or other persons related to or engaged by Debello (collectively the “Debello Persons”), Debello’s licensors or Debello’s suppliers be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from business interruption) resulting from this Agreement, whether based on warranty, contract, tort, or any other legal theory, and whether or not the Debello Persons, Debello’s licensors or Debello’s suppliers are advised of the possibility of such damages. The Debello Persons, Debello’s licensors or Debello’s suppliers shall be liable only to the extent of actual damages incurred by you, not to exceed the Project Price. The remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement.
10.3 By Client. Client represents, warrants and covenants to Debello that
a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content;
b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties;
c) Client shall comply with the terms and conditions of any licensing agreements that govern the use of Third Party Materials;
d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables; and
e) Client shall comply with all the necessary provisions outlined in the Client Responsibilities clause.
11. DELIVERY POLICIES
11.1 Transfer of Ownership All Final Deliverables will be
12.1 By Client. Client agrees to indemnify, save and hold harmless Debello from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Client shall promptly notify Debello in writing of any claim or suit.
Client shall have control of the defense and all related settlement negotiations; and Debello shall provide Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Debello in providing such assistance.
12.2 By Debello. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Debello agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Debello’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that Client promptly notifies Debello in writing of the claim; Debello shall have control of the defense and all related settlement negotiations; and Client shall provide Debello with the assistance, information and authority necessary to perform Debello’s obligations under this section.
Notwithstanding the foregoing, Debello shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Debello.
13. FORCE MAJEURE
Each party shall not be deemed in breach of this Agreement if said party is unable to complete the Services or obligation outlined in this Agreement, or any portion thereof, by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of said party or any local, state, federal, national or international law, governmental order or regulation or any other event beyond said party’s control (collectively, “Force Majeure Event”).
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the State of California, County of Los Angeles without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the Commonwealth of Massachusetts. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Debello will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Debello shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
Both parties must agree to any change, addition or modification to this Agreement in writing. Furthermore, this Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement.
These standard terms and conditions are effective: Jan 1, 2016