TERMS OF SALE
DaVinci Spas drawings, specifications and processes are copyrighted and constitute DaVinci Spas intellectual property. DaVinci Spas drawings, specifications and processes are licensed for this application only and may not be reproduced or distributed without DaVinci Spas written permission. In keeping with that, any commercial use of any image, photograph, drawing or other reproduction of DaVinci Spas product must credit DaVinci Spas for fabrication after receiving such written permission.
These terms and conditions shall apply to all orders accepted by DaVinci Spas. These Terms and Conditions shall be deemed incorporated in any contract documents. DaVinci Spas is not bound by any additional or different terms proposed by Purchaser in its contract purchase order, confirmation, or acknowledgment. Unless otherwise agreed in writing, all orders will be shipped on a prepaid basis, with payment to be received by DaVinci Spas twenty-one (21) days prior to shipment. Purchaser agrees to pay all amounts charged to Purchaser’s account by DaVinci Spas as they become due. In addition, Purchaser agrees to comply with the provisions of any Security Agreements between DaVinci Spas and Purchaser that may be in effect from time to time, and such agreements are incorporated herein by this reference. All payments by Purchaser to DaVinci Spas will be made to DaVinci Spas in Northglenn, Colorado. Purchaser will pay to DaVinci Spas 1.5% per month, simple interest on balances unpaid to the extent permitted by applicable law. DaVinci Spas will be entitled to recover all internal and external costs and expenses it incurs in collecting sums owed to it under this Agreement, including reasonable attorney fees. Any agreement to extend time for payment will be in writing and signed by Purchaser and DaVinci Spas.
Schedules of payments are per contract proposal.
A 25% cancellation fee will apply to all orders cancelled after acceptance and prior to the start of fabrication. The 25% cancellation fee is based on full invoice value minus or less shipping and taxes if applicable. Orders may not be cancelled after fabrication has begun, after which time all deposits are non-refundable.
Purchaser is responsible to provide shipping information requested by DaVinci Spas, and also provide final payment at least 21 calendar days prior to the scheduled shipment departure date, unless stated otherwise in contract proposal. Purchaser also agrees to receive complete shipment within 5 days after being advised by DaVinci Spas that they are ready to ship the product. DaVinci Spas shall charge the purchaser a minimum $500 late fee, plus an $80 non-prorated daily storage fee to store fabrications beyond the shipment date specified by DaVinci Spas. All fees are due payable in full prior to a rescheduled shipping.
Sales of products are exclusive of state, municipal, or other sales or use taxes, excise taxes of any character upon or measured from the sale or by the value of the product sold, and taxes in respect to transportation of the product. If DaVinci Spas is required by applicable law or regulation to pay or collect such tax or taxes in respect to any transaction, then the amount of such tax or taxes shall be added to and become a part of the purchase price payable by the Purchaser. If DaVinci Spas is required to pay taxes with the relevant government authority after completion of the contract, Purchaser agrees to fully cooperate with such reconciliation and
pay additional fees or taxes, if any, arising after such reconciliation.
Freight and Shipping
Freight and shipping will be collected or prepaid and billed back to Purchaser. All products are shipped FOB Destination for fabrications outside the state of Colorado. Products are shipped FOB Origin for fabrications shipping within Colorado. Origin location is 10923 Leroy Dr., Northglenn, CO 80233. Import duties, export duties, and similar charges, including brokerage fees, shall be paid to broker by Purchaser. DaVinci Spas carriers provide a maximum coverage of $100,000 USD cargo/total replacement insurance. Additional insurance shall be the responsibility of Purchaser.
Many states and localities have codes and regulations governing sales, construction, installation, and use of certain products which may vary from those in other jurisdictions. While DaVinci Spas attempts to ensure that its products comply with such codes, we do not guarantee compliance and cannot be responsible for how the product is installed and used. Before purchase and use of a product, please review the product application and national and local codes and regulations to be sure the product, installation and use will comply with the applicable codes. Purchaser will obtain all necessary permits for the contract and pay all required permit and plan fees. DaVinci Spas will not be held liable in any way if the delivered product does not meet local building or inspection codes.
Non-delivery or Delay
DaVinci Spas will not be liable for non-delivery or delay due to acts of God or other reasons outside of DaVinci Spas control. Purchaser hereby agrees that DaVinci Spas is not liable for the consequences of such unforeseeable conditions.
DaVinci Spas retains the rights as follows:
- Projects opened, not approved, with a deposit on the books (prior to fabrication): DaVinci Spas will consider projects to be abandoned if there is no communication from customer after one (1) year. DaVinci Spas will close out the project and apply the funds to a future project, requiring a new quote and contract with updated pricing.
- Projects opened and wholly or partially fabricated, with only 50% deposit: DaVinci Spas will consider projects to be abandoned if there is no communication from customer after three (3) months and close them. The fabrication will be sold via the showroom sale with no refund to original Purchaser.
- Projects opened and fabricated, with 100% payment: DaVinci Spas will consider projects to be abandoned if there is no communication from customer after three (3) months and close them. The fabrication will be shipped to Purchaser at last known address using common carrier. If at this time the Purchaser does not provide a shipping address or will not accept the shipment, the fabrication will be sold via the showroom sale any storage/layover fees will be charged directly to customer. If the sale nets funds in excess of the original purchase price plus late/storage fees, DaVinci Spas will close out the project and apply the remaining funds to a future project, requiring a new quote and contract with updated pricing.
Choice of Law
The purchase/order/contract/quotation is issued under the laws of the State of Colorado and Purchaser agrees that any dispute under this purchase/order/contract/quotation shall be governed and construed in accordance with the laws of Colorado. The parties agree that any action or proceeding commenced under or with respect to this purchase/order/contract/quotation will only be brought in Adams County, Colorado. EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY OF ANY SUIT OR OTHER ACTION TO ENFORCE THIS AGREEMENT OR OTHERWISE ARISING OUT OF OR RELATED TO THIS PURCHASE/ORDER/ CONTRACT/QUOTATION.
Purchaser expressly agrees to defend, indemnify, defend and hold DaVinci Spas harmless against all claims, suits, causes of action, losses, damages, liabilities and expenses, including, without limitation, arbitration costs, court costs and attorney’s fees arising on account of or in connection with the injuries or death of any person, or damages to property, including loss of use, from or in any manner connected with the conditions of the site not reasonably known by DaVinci Spas, the inaccuracy of data, plans, or information supplied by Purchaser, and work performed by DaVinci Spas.
DaVinci Spas is limited to the sum of DaVinci Spas compensation. To the fullest extent permitted by law and notwithstanding any agreement or provision to the contrary, the total liability of DaVinci Spas, its members, officers, employees or any of them to Purchaser for any and all claims, losses, damages, arising out of or resulting from or in any way related to the project for any cause or causes, including but not limited negligence or professional error or omission or breach of contract or warranty expressed or implied, shall not exceed the total compensation received by DaVinci Spas. PURCHASER AGREES TO WAIVE ALL CLAIMS FOR CONSEQUENTIAL DAMAGES AND LOSS OF USE AGAINST DaVinci Spas.