Legal Notice and Warranty info

TERMS AND CONDITIONS

(A) Payment. The Client ("Client") agrees to pay Zomes Construction, LLC ("Zomes") in accordance with the following ("Payment Terms"):

— Initial Deposit: $2,500 to reserve your spot on a shipment. This is non-refundable deposit except in the case that we are more than 60 days later than the agreed upon reserved date. In which case the client can request a full refund of their deposit payment.

— Production Payment: 50% of the order (minus $2,500). To be paid in order to begin production, around 75 days out from delivery.

— Final Payment: 50% of Order total due 14 calendar days prior to the Scheduled Ship Date.

Client's Order will NOT ship until Zomes receives full payment.

Failure to comply with the Payment Terms may result in the loss or exclusion of any promotional discounts extended by Zomes as part of the Price (see below), including but not limited to free shipping, product discount, or any other promotional offers. Failure to pay per the Payment Terms may also result in the delay of the shipment. Interest shall accrue on any past due sums at the greater of 18% A.P.R. or the highest interest rate allowed by applicable law. Zomes is not responsible for any impacts related to such delay and reserves all applicable lien rights.

Order pricing is subject to change if Product is not shipped within two (2) months of Order date for un-permitted Order, or for permitted Order, within either eight (8) months of Order date or (4) weeks after permit approval, whichever is less.

(B) Cancellations. Cancellations may be made in writing within 48 hours of time an Order is received by Zomes. Any cancellation made 48 hours or more from the time the Order is received by Zomes shall be subject to a minimum $1,500.00 cancellation fee plus any costs incurred by Zomes related to the Order, including any design or material costs. Any approved refunds shall be processed within thirty (30) days from the date Zomes receives, in writing, the Order cancellation request.

(C) Forms of Payment. Work shall not begin on any Order until funds have cleared. Zomes accepts major forms of payment including wire transfers, cash, debit cards, and credit cards. We impose a surcharge of 2.5% on the transaction amount on credit cards only, which is not greater than our cost of acceptance. Credit cards are not accepted for purchases in CT, MA, and ME.

(D) Shipping & Delivery. Shipping and Delivery are provided by licensed and insured third-party freight companies. Product is packaged/palletized in a warehouse and is intended to be offloaded by hand. Offloading is the responsibility of the Client. Zomes is not responsible for freight companies not being able to deliver due to road or site conditions related to the Client's address. Freight companies will deliver to the nearest public access point and will not travel on private roads or property, unless otherwise agreed to in advance.

(i) Damage to Product during shipping or receiving may occur. If Client notices damage upon delivery, Client shall notify Zomes immediately and provide a complete list of damaged Product with accompanying photos. Client may be responsible for additional costs for replacement or repair of damaged Product if Zomes is not notified within 24 hours of delivery.

(ii) If delivery company causes any damage to Client's personal or real property during delivery, Client shall contact that company directly to file a claim. Zomes is not related to third-party freight companies and is not liable for such damage.

(iii) Shipping and storage shall be fulfilled using the following terms:

— If Order is Permitted, Product will ship within (4) weeks after permit approval unless otherwise agreed to in writing with Zomes.

— For all Orders, storage is included for up to 14 calendar days from date the unit is shipped from Zomes, at no additional charge to Client.

— Storage days include weekends and holidays.

— For storage durations of 31-60 days, Client shall be charged $20 or more per calendar day (including weekends and holidays) depending on the size of the Product.

— All Product must be received within 15-60 calendar days from the shipment date. Arrangements must be made for storage on site, regardless of whether the site is ready. If Product is not received by Client within this time frame, or is refused by Client, Client shall be charged $300 per calendar day thereafter. There is no guarantee the shipping company will hold a kit longer than 60 calendar days and may send back to Zomes at that time. Clients shall be charged the return freight cost and a 30% restocking fee if this occurs.

(iv) Delivery of Product shall occur to a PUBLIC street or other public right of way nearest to the Premises, as identified by the delivery company. Zomes is not responsible for movement of the Product through the Client's private property between the delivery location and the building pad. Zomes is not liable for theft or damage of Product once on site. If construction will not start immediately, Client is responsible for providing secure on-site storage of the Product. Size of storage varies by product – Client is responsible for inquiring about recommended size for storage area.

‍2. ORDERS
‍It is the Client's responsibility to confirm the Order meets all applicable local codes, regulations, or rules. Orders remain in a pending/hold status until acknowledged and accepted in writing by Zomes and Zomes has received a valid form of Payment. Client's initial Deposit represents the acceptance of Zomes Terms and Conditions. Zomes's acceptance of Client's Order is expressly conditioned upon Client's acceptance of the Terms and Conditions herein. Any modification to the Terms and Conditions must be accepted by Zomes in writing.Client understands and agrees that the Product delivered does not include any site clearing, grading, foundation, utilities, site preparation, steps, landings, decks, wheels, solar, electrical, mechanical, plumbing, assembly services, or any other materials or work product not specifically defined in the Order. Such additional work shall be provided separately by Client.

‍Note: Zomes designs and products are based on residential codes and requirements. If a project is intended to be for commercial use or access, additional costs and design services may apply in order to comply with commercial accessibility or code requirements. Standard Zomes pricing does not include such additional costs and shall be quoted separately by Zomes.

‍3. PRICES AND QUOTATIONS
‍Unless specifically agreed to in writing in advance by Zomes, all Product pricing shall be Zomes list prices in effect at the time Client's Order is received (the "Price"). The Price does not include sales or other applicable taxes. In addition to the Price, Client agrees to pay (either directly to the appropriate governmental entity or to Zomes) any sales or other tax due under any applicable law. Changes to Client's Order may result in Price changes including, but not limited to, changes as a result of permitting and engineering specifications required by local building or other codes.

Changes made 48 hours or more after Order placement are subject to a minimum $250 change order fee (per change) plus any design or material costs incurred by Zomes related to the changes. To the extent changes to an Order require a change to the estimated/scheduled Ship Date, Client may also incur the loss or exclusion of any promotional discounts extended by Zomes as part of the Price including, but not limited to, free shipping, product discounts, or any other promotional offers. Changes to the estimated Ship Date may result in additional weekly storage fees of $500.00 per week.

Zomes may alter materials or services offered if any materials, fixtures, or other products used in fabrication are discontinued or are otherwise unavailable for any reason. Zomes will notify the Client promptly if such alterations are necessary.

Client shall be responsible for costs associated with any product or design changes required as a result of building department plan review or other Authorities Having Jurisdiction ("AHJ") requirements.

‍4. DO-IT-YOURSELF (DIY)
‍Zomes products are provided as Do-It-Yourself ("DIY") building kits. Client is solely responsible for assembling the Product (or hiring a third-party contractor directly). Client is responsible for all necessary permits and any applicable architectural or engineering work (unless Client has purchased Zomes's full Permit Plan Set including engineer-stamped drawings), foundation work, utilities, other site work, and assembly of the Product. Zomes accepts no responsibility or liability related to a DIY assembly, including but not limited to inaccurate estimates from Client’s chosen contractor or poor workmanship by Client’s chosen contractor. Client is solely responsible for complying with all applicable building and safety codes while assembling the Product. Client, and Client’s contractor when applicable, shall contact Zomes directly for a pre-construction phone call to discuss best practices. If Client fails to contact Zomes prior to assembly, Client releases Zomes from any liability related to assembly errors.

Client shall also be responsible for minor repairs on site, if necessary. Minor repairs can include, but are not limited to, replacing fixed glass, door adjustment or repair, paint touch-up, cutting of siding or metal, etc.

‍5. DELIVERY AND FORCE MAJEURE
‍Any shipping or delivery dates provided by Zomes are estimates only, and Zomes does not guarantee that the Product will be shipped or delivered in accordance with such estimates. Without limiting the generality of the foregoing, Zomes may delay delivery of the Product without any liability as a result of any delay caused by events outside Zomes's reasonable control including, but not limited to, work stoppages, labor difficulties, Zomes's inability to obtain necessary materials, components, labor, or manufacturing facilities, or anything else that would in any way impair Zomes's ability to deliver the Product in the quantities ordered at the prices quoted. Zomes shall not be responsible for non-performance or delay as a result of acts of God, war, strikes, riots, pandemic or other public health crisis, weather, vendor back-orders or delays, or any other unforeseen condition or event beyond its control.

QUOTED SHIPPING RATES ARE FOR MAJOR METROPOLITAN AREAS; SURCHARGES FOR RURAL OR LIMITED ACCESS DELIVERIES MAY APPLY AND WILL BE COMMUNICATED TO CLIENT PRIOR TO SHIPMENT.

‍6. SHIPMENT AND TITLE
‍Client is deemed to have received the Product when Client picks up the Product from Zomes's warehouse or upon delivery of the Product to Client's delivery address. Zomes shall bear all risk of loss and casualty to the Product until such time as the Product has been received or deemed to have been received by Client. Client shall bear all risk of loss and casualty to the Product after the Product has been received or deemed to have been received by Client. If the Product is delivered to Client's delivery address, Client is solely responsible for, and will insure against, loss or casualty incurred during and after the unloading process at such location. Client is solely responsible to inspect the Product upon receipt for any visible damage incurred during shipping before signing off with the delivery service. If upon inspecting the shipment Client notices visible damage, Client shall notify Zomes immediately. Adhering to freight law, Zomes prohibits the rejection of any and all pieces, damaged or undamaged. In the event of concealed damage, Client shall notify Zomes immediately when such damage is observed. Upon signing the delivery documents, Client is solely responsible for the Product and any and all costs associated with the Product, with the exception of concealed damage. Zomes strongly recommends discussing insurance recommendations with your insurance agent prior to receipt of product.

‍7. LIMITED WARRANTY
‍Zomes warrants to the original purchaser of the Product that, should there be any defects in the Product material or workmanship during the initial 12 months (one calendar year) from Client's receipt of the Product, Zomes will either repair or replace the covered defects. After the initial 12-month period, manufacturer warranties shall apply per the manufacturer warranty terms. Visual imperfections outside the Product's standard manufacturing and quality specification parameters including scratches, blemishes, or other imperfections, unless readily observable more than six (6) feet away, are not covered. Client must notify Zomes of any claim of defects in the material or workmanship within twelve (12) months after Client's receipt of the Product. Such notice must be in writing via online form, setting forth specifically the basis for the claim, and must include photographs of the defect(s). Failure to satisfy the requirements above shall constitute irrevocable acceptance of the Product. All warranty claim notices must be filled out via online form here. This warranty provides the Client specific legal rights. (Client may also have other rights which may vary depending on state in which he or she resides). Failure to follow the Construction Manual (also known as Assembly Guide) or any related instructions or drawings, or any abuse or misuse of the Product including unauthorized alterations, shall immediately void this Limited Warranty. Zomes is not responsible for damage caused by the location of the Product on or over inappropriate soils or terrain, by the use of improper replacement parts, or acts of God. Zomes is not liable and expressly disclaims all liability for damages due to misuse, using the Product for other than what's specified in the Order or what's allowed by applicable codes, neglect, improper maintenance or adjustments, assembly errors by Client or Client’s contractor, and normal wear and tear of the Product. Zomes also is not liable for damages related to use of an un-permitted unit when a permit is required. Zomes reserves the right to change and/or improve the design and/or specifications of the Product without notice or obligation to modify previously produced units. No assembly or other instructions, advice, Product information, or marketing materials, whether oral or written, obtained by Client at any time from Zomes or any vendor or retailer of Zomes Product shall create any Zomes express warranty not expressly stated in this Section.

Zomes is not responsible for corrosion on any metal components (e.g., metal roof, drip edge, metal trim, door hardware, etc.) if Product is assembled closer than 1,100 yards (5/8 mile) to any body of salt water.

ZOMES MAKES NO EXPRESS WARRANTIES EXCEPT AS STATED IN THIS SECTION. ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL TERMINATE THREE HUNDRED SIXTY-FIVE (365) DAYS FROM CLIENT'S RECEIPT OF THE PRODUCT. (SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT.)

‍8. INDEMNIFICATION
‍Client agrees to defend, with counsel approved by Zomes, all actions against Zomes, its officers, directors, managers, shareholders, members, employees, agents, beneficiaries, successors, and other representatives (the "Indemnified Parties") with respect to, and to pay, protect, and indemnify and hold harmless all Indemnified Parties from and against, any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees and expenses), causes of action, suits, claims, demands, or judgments of any nature arising from or relating to the injury to or death of any person, or damage to or loss of property, caused by or incurred in connection with Client's use, misuse, or assembly of the Product.

‍LIMITATION OF LIABILITY. IN NO EVENT SHALL ZOMES BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR CLIENT'S PURCHASE OF PRODUCT (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY), EVEN IF ZOMES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ZOMES'S AGGREGATE LIABILITY WHETHER IN CONTRACT, WARRANTY, OR TORT, INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE, OR IMPUTED, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, EXCEED THE PRICE PAID BY CLIENT TO ZOMES.

(Certain state laws do not allow the exclusion or limitation of certain damages. If these laws apply, some or all of the above exclusions or limitations may not apply to Client, and Client may have additional rights to those contained herein. In such states, Zomes's liability is limited to the greatest extent permitted by law.)

‍9. TRADEMARKS AND TRADENAMES
‍Client acknowledges and agrees that all brand names, trade names, and trademarks incorporated onto or associated with the Product (collectively, the "Marks") purchased hereunder are the exclusive property of Zomes and that Client shall not acquire any rights in any of the Marks by purchasing the Product. Client shall not make any use of the Marks at any time except as otherwise authorized by Zomes in writing.

‍10. PROPRIETARY INFORMATION / NON-DISCLOSURE
‍Client acknowledges and agrees that any knowledge or information, including drawings, designs, specifications, plans, and data, that Zomes may have disclosed or may hereafter disclose to Client incident to the placing and filling of an Order shall, at all times, remain the exclusive property of Zomes, and Client shall acquire no interest in, or right with respect to, such proprietary information unless otherwise stated in writing by Zomes. Client further acknowledges and agrees that such proprietary information constitutes valuable, special, and unique business assets of Zomes and that Client shall not now, or at any time in the future, use any such information in any manner or disclose any such information to any person or entity, except as expressly permitted in writing by Zomes.

‍11. GOVERNING LAW, JURISDICTION, AND ARBITRATION
‍(a) Governing Law and Jurisdiction. ALL MATTERS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR CLIENT'S PURCHASE OF PRODUCT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS OR RULES. EXCEPT AS PROVIDED IN SECTION 13(b) BELOW, EXCLUSIVE JURISDICTION OVER AND VENUE OF ANY SUIT WILL BE IN THE STATE COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA OR THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA LOCATED IN LOS ANGELES, CALIFORNIA.

(b) Mandatory Arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR CLIENT'S PURCHASE OF PRODUCT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL TAKE PLACE IN LOS ANGELES, CALIFORNIA, BEFORE A SINGLE ARBITRATOR SELECTED IN ACCORDANCE WITH AAA RULES. THE ARBITRATOR SHALL APPLY CALIFORNIA LAW CONSISTENT WITH SECTION 13(a). THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. EACH PARTY SHALL BEAR ITS OWN COSTS AND ATTORNEYS’ FEES, AND THE PARTIES SHALL EQUALLY SHARE THE ARBITRATOR’S FEES AND ADMINISTRATIVE COSTS OF ARBITRATION, UNLESS THE ARBITRATOR DETERMINES OTHERWISE BASED ON APPLICABLE LAW. THIS AGREEMENT TO ARBITRATE SHALL BE ENFORCEABLE UNDER THE FEDERAL ARBITRATION ACT (9 U.S.C. § 1 ET SEQ.). NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION AS SPECIFIED IN SECTION 13(a) TO MAINTAIN THE STATUS QUO PENDING ARBITRATION OR TO PROTECT INTELLECTUAL PROPERTY RIGHTS.

‍12. ENTIRE AGREEMENT
‍These Terms and Conditions together with the Order constitute the parties' entire agreement relating to the subject matter hereof and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to such subject matter. No modification to these Terms and Conditions will be binding unless in writing and signed by each party.

‍13. NO WAIVER
‍No waiver of any provision of these terms and conditions or delay by either party in enforcement of any right hereunder shall be construed as a continuing waiver or create an expectation of non-enforcement of that or any other provision or right.

‍14. SEVERABILITY
‍In the event any provision herein should be held unenforceable by a court of competent jurisdiction, such court is hereby authorized to amend such provision so that it will be enforceable to the fullest extent permitted by law, and all remaining provisions shall continue in full force without being affected, impaired, or invalidated thereby in any way.

‍15. NO ASSIGNMENT
‍Client agrees that Client may not assign or transfer any of Client's rights arising out of or related to these terms and conditions or Client's purchase of Product.

‍16. ATTORNEYS FEES
‍Client agrees that if Client fails to timely pay to Zomes any sums due hereunder and Zomes sues to collect such sums, Client shall be liable for reasonable fees, including but not limited to, collection fees and any attorney's fees incurred by Zomes.

Client hereby agrees to Order the Product at the stated costs and has read and agrees to the TERMS AND CONDITIONS, incorporated herein under this reference. Client understands and agrees that Zomes reserves the right to change, discontinue, or substitute materials as may be deemed necessary to properly fulfill the Order.