GENERAL TERMS AND CONDITIONS WHICH GOVERN ALL SERVICES BY:

ITALY DISTRIBUTION LLC 

dba LA DOLCE VITA

dba BODACIOUS KITCHEN

Effective on or after June 12, 2024.

STATUTORY NOTICES

Chapter 501, Florida Statutes:

PLACEMENT IN ESCROW

FLORIDA CONSUMER PROTECTION LAW (FLORIDA STATUTES SECTION 501.1375(2)) STATES:

In all offers to purchase, sales agreements, or written contracts made between a building contractor or a developer and a prospective buyer of a one-family or two-family residential dwelling unit, the building contractor or developer shall notify the prospective buyer that any deposit (up to 10 percent of the purchase price) made by the buyer to the building contractor or developer shall, unless waived in writing by the buyer, be deposited in an escrow account with a savings and loan association, bank, or trust company, an attorney who is a member of The Florida Bar, a licensed Florida real estate broker, or a title insurance company authorized to insure title to real property in this state. The funds, if escrowed, may be deposited in separate accounts, or commingled with other escrow or trust accounts. Any such offer, agreement, or contract used by the building contractor or developer with respect to the sale of a one-family or two-family residential dwelling unit shall contain the following legend in conspicuous type: THE BUYER OF A ONE-FAMILY OR TWO-FAMILY RESIDENTIAL DWELLING UNIT HAS THE RIGHT TO HAVE ALL DEPOSIT FUNDS (UP TO 10 PERCENT OF THE PURCHASE PRICE) DEPOSITED IN AN ESCROW ACCOUNT. THIS RIGHT MAY BE WAIVED, IN WRITING, BY THE BUYER.

Chapter 558, Florida Statutes:

NOTICE OF CLAIM

CHAPTER 558, FLORIDA STATUTES, CONTAINS IMPORTANT REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY BRING ANY LEGAL ACTION FOR AN ALLEGED CONSTRUCTION DEFECT. SIXTY DAYS BEFORE YOU BRING ANY LEGAL ACTION, YOU MUST DELIVER TO THE OTHER PARTY TO THIS CONTRACT A WRITTEN NOTICE, REFERRING TO CHAPTER 558, OF ANY CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE AND PROVIDE SUCH PERSON THE OPPORTUNITY TO INSPECT THE ALLEGED CONSTRUCTION DEFECTS AND TO CONSIDER MAKING AN OFFER TO REPAIR OR PAY FOR THE ALLEGED CONSTRUCTION DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER WHICH MAY BE MADE. THERE ARE STRICT DEADLINES AND PROCEDURES UNDER THIS FLORIDA LAW WHICH MUST BE MET AND FOLLOWED TO PROTECT YOUR INTERESTS.

ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES.

Chapter 713, Florida Statutes:

ACCORDING TO FLORIDA CONSTRUCTION LIEN LAW (FLORIDA STATUTES, SECTIONS 713.001-713.37), THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN. IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB-SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THOSE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR, YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF, YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE, YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A “NOTICE TO OWNER.” FLORIDA’S CONSTRUCTION LIEN LAW IS COMPLEX, AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY.

Chapter 489, Florida Statutes:

PAYMENT, UP TO A LIMITED AMOUNT, MAY BE AVAILABLE FROM THE FLORIDA HOMEOWNERS’ CONSTRUCTION RECOVERY FUND IF YOU LOSE MONEY ON A PROJECT PERFORMED UNDER CONTRACT, WHERE THE LOSS RESULTS FROM SPECIFIED VIOLATIONS OF FLORIDA LAW BY A LICENSED CONTRACTOR. FOR INFORMATION ABOUT THE RECOVERY FUND AND FILING A CLAIM, CONTACT THE FLORIDA CONSTRUCTION INDUSTRY LICENSING BOARD AT THE FOLLOWING TELEPHONE NUMBER AND ADDRESS:

(850) 487-1395

Department of Business and Professional Regulation

Division of Regulation/Compliance – Consumer Services

1940 North Monroe Street

Tallahassee, FL 32399-0782

https://www.myfloridalicense.com
  1. Applicability.
    • (a) These terms and conditions for services (these “Terms”) govern the provision of services by ITALY DISTRIBUTION, LLC dba LA DOLCE VITA / dba BODACIOUS KITCHEN, a Florida limited liability company (“Contractor”) on or after the date first set forth above (“Effective Date”) to the customer (“Owner”) identified in the quote form into which these Terms are incorporated by reference (“Quote”). If Owner requests that Contractor perform any work for Owner, or if Owner makes any payment to Contractor, Owner is deemed to have accepted these Terms and the Quote.
    • (b) The Quote and these Terms collectively comprise the entire agreement (“Agreement”) between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written or oral, expressed or implied. In the event of any conflict between these Terms and the Quote, these Terms shall govern, except for the portions of these Terms that are expressly made subject to different terms contained in the Quote.
    • (c) These Terms prevail over and supersede any of the Owner’s general terms and conditions regardless of whether, how, or when presented by Owner, whether in the form of a proposal, order, or request of any kind. The provision of services to Owner does not constitute acceptance of any of the Owner’s terms and conditions and does not serve to modify or amend these Terms. Instead, Owner’s acceptance of any Services by Contractor shall be deemed Owner’s full and conclusive acceptance of these Terms. 
  2. Limited Services and Exclusions.
    • (a) Subject to the full and timely payment of all fees due hereunder, Contractor shall provide the services to Owner as described in the Quote (the “Services”) in accordance with these Terms. Contractor is not responsible or obligated to perform any work that is not clearly outlined and listed in the Quote. Any services not expressly listed in the Quote are not the responsibility of Contractor, regardless of the degree of proximity or relatedness to the Services performed by Contractor.
    • (b) Without limiting the generality of the foregoing, Contractor shall not be responsible for, and disclaims any responsibility and liability whatsoever in connection with, the following:
      • (i) preparation of the job site, cleaning of any kind, waste and debris removal, demolition, disposal, or remediation of hidden conditions (concealed pipes, wires, ducts, etc.); if a dumpster is not available at the job site, Contractor reserves the right to charge a waste disposal fee of $850 for each dumpster pick up/dump;
      • (ii) adjustments, modifications, or accommodations to the Services to remedy uneven floors, out-of-square or out-of-plumb walls, and other defects on the job site;
      • (iii) plumbing, electrical, or structural work, installation, or connections to, or provision of, sources of power, water, heating and ventilation systems, or sewage;
      • (iv) obtainment and closing of permits, testing, and supervision, remediation of existing or potential code violations, and any other failures of Owner to have the jobsite comply with all applicable laws and permitting requirements; and
      • (v) installation or handling of appliances, installation of countertops, sinks, faucets, backsplashes, air conditioning units, other plumbing or electrical fixtures, and any other third-party materials or equipment (including if expressly contemplated in the Quote); if Contractor cannot complete all or any portion of the Services due to missing appliances or any other items to be installed or supplied by a third-party, Contractor reserves the right to charge an additional installation fee of $1,200 per day.
  3. Performance Dates. Contractor shall use all reasonable efforts to meet any performance dates outlined in the Quote or identified in other written communications with the Owner, but any such dates shall be estimated time frames only, and Contractor shall not be responsible for any delays of any length and for any reason as to dates not being met, regardless of whether such delays are, in whole or in part, due to, foreseeable by, or in the control of, Contractor.
  4. Owner’s Obligations. In addition to any other requirements set forth in the Quote, Owner shall:
    • (a) Cooperate with Contractor in all matters relating to the Services and provide such access to Owner’s premises, work areas, staging areas and such other reasonable use of space and facilities as may be requested by Contractor for the purpose of performing the Services. Prior to any inspection or access to the job site by Contractor, Owner shall ensure that (i) Owner or at least one adult representative of Owner will be present at the jobsite; (ii) the jobsite is clear of any obstacles, debris, or other objects that could prevent Contractor from completing the inspection (including fragile items such as decorations, statues, vases, chandeliers, etc.); (iii) there are no dangerous materials at or near the jobsite (e.g.: sharp objects, exposed electrical wires, leaking plumbing); (iv) all other elements of construction dependent on the work, services, or goods of others have been fully delivered and performed; and (v) the jobsite is otherwise ready for the installation of any goods delivered by Contractor.
    • (b) Respond promptly and in a “time is of the essence” manner to any Contractor request to provide direction, information, approvals, authorizations, or decisions that are necessary for Contractor to perform Services in accordance with the requirements of this Agreement.
    • (c) Provide any and all Owner-purchased materials and information pertinent to the scope of the Services as required in order for Contractor to perform the Services in a timely manner and ensure that such Owner materials or information are complete and accurate. 
    • (d) Ensure all walls are adequately reinforced prior to the installation of any wall units. Owner assumes all liability resulting from its failure to ensure any walls on the Premises are adequately reinforced. 
    • (e) Indemnify Contractor for any delay, change, or refusal to provide the materials and information requested from Owner in a timely manner, including for any delays or financial loss to Contractor or any additional cost incurred by Contractor not included in the Services.
    • (f) Comply with all applicable laws in relation to the Services before the date on which the Services are to start and thereafter at all times until completion of the final payment to Contractor.
    • (g) Identify in writing any objections to the items or material to be installed by Contractor on or before the earlier of: (i) the final walkthrough with the Contractor’s representative; or (ii) within fifteen (15) days of delivery. If no such written objection is made by Owner, Owner is deemed to have conclusively accepted all goods delivered and to have waived any right to reject said goods, in whole or in part.  Owner also agrees that upon delivery Owner will assume all responsibility to keep the goods safe and undamaged. If Contractor is unable to install the goods due to Owner’s failure to comply with any of its obligations under these Terms, Owner releases and holds harmless Contractor from any responsibility arising out of, or in connection with, the goods.
    • (h) Contractor will take photos and videos of the jobsite as part of the Services, including, but not limited to, during the final walkthrough, and Owner consents to the taking of such videos and photos, which shall be and remain the Intellectual Property Rights of Contractor. Contractor’s photos and videos will constitute proof of delivery of goods and performance of Services, and of the status of the project. Absent Owner’s timely objection to any portion of the goods or Services delivered by Contractor, Contractor’s photos and videos shall be conclusive evidence of delivery of Contractor’s goods and Services.
  5. Unexpected Labor and Material Changes. Upon the occurrence of any supply chain disturbances, shortages, delays, or other unforeseen circumstances including, but not limited to, manufacturer delays, material shortages, discontinued items, cost escalation, or expediting fees, Contractor may, in its sole discretion, replace or provide alternate items or materials of comparable quality to the original item or material to be used in provision of the Services.
  6. Owner’s Acts or Omissions. If Contractor’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Owner or its agents, subcontractors, consultants, or employees (“Owner’s Representatives”), Contractor shall not be deemed in breach of its obligations under this Agreement and shall not be otherwise liable for any costs, charges, fees, surcharges, or losses sustained or incurred by Owner, in each case, to the extent arising directly or indirectly from the acts or omissions of Owner or of the Owner’s Representatives.
  7. Change Orders.
    • (a) Owner-Requested Change Orders. If Owner wishes to change the scope or performance of the Services, it shall submit details of the requested change to Contractor in writing, providing Contractor with as much details as possible, and promptly responding to any inquiries and clarifications by Contractor. Contractor will then provide to Owner a new Quote superseding the existing one (such superseding Quote resulting from a Customer request shall be referred to as the “Owner-Requested Change Order”). Neither party shall be bound by any Owner-Requested Change Order unless the Owner-Requested Change Order is signed by both parties. Owner acknowledges and agrees that, upon receipt of a request for an Owner-Requested Change Order, Contractor may have to obtain new quotes for third-party products and services to be incorporated in the Services covered by the Owner-Requested Change Order. Re-quoting, or re-working any portion of the Services may cause delays, even beyond Contractor’s estimates. Owner releases and holds harmless Contractor for any damages arising out of, or in connection with, such delays. If the Contractor has not yet submitted the plans for the Services to manufacturers for production, and production has not yet begun, the Contractor will undertake its best efforts to submit the agreed Owner-Requested Change Order to production.  Conversely, if production has already begun, Contractor will not be able to accommodate the Owner-Requested Change Order. In any event, Contractor does not guarantee that the Owner-Requested Change Order will be accepted and/or that any additional services or goods contemplated by an Owner-Requested Change Order can be delivered, unless and until the Owner-Requested Change Order is final and signed. All Owner-Requested Change Orders shall be presented at least thirty (30) days prior to the performance of the portion of the Services to be changed by the Owner-Requested Change Order. Any Owner-Requested Change Order not presented to Contractor as specified in the immediately preceding sentence shall be deemed automatically rejected.
    • (b) Contractor-Required Change Orders. From time to time, Contractor may need to submit a revised Quote or scope of work for approval to Owner superseding the existing Quote (such superseding Quote originating unilaterally from Contractor shall be referred to as the “Contractor-Required Change Order”) (Contractor-Required Change Orders and Owner-Requested Change Orders are referred to as “Change Orders”). Contractor-Required Change Orders are generally initiated by Contractor because of a change in the condition of the work, the jobsite, or errors in the initial measurements provided by Owner. Contractor-Required Change Orders are necessary for Contractor to be able to deliver the Services and, as such, will be deemed to have been accepted by Owner if no response is received by the Contractor within three (3) business days of receipt of the Contractor-Required Change Order by Owner.
    • (c) Contractor may charge for the time it spends assessing and documenting any Change Order on a time and materials basis in accordance with the Quote or, if not specified in the Quote, at a current market rate per hour or fraction thereof.
  8. Fees and Expenses; Payment Terms; Interest on Late Payments.
    • (a) Unless otherwise expressly stated in the Quote, all amounts owed to Contractor are due in full, in advance of the performance of any Services or the ordering of any materials, whichever is earlier, in each case without deduction or setoff. Contractor’s fees are subject to change in Contractor’s sole discretion, from time to time and without prior notice. Unless otherwise stated in the Quote, any fees set forth in the Quote will remain valid for ten (10) days after the date of the Quote. For installations outside of the boundaries of Miami-Dade County (“Long Distance Services”), Owner is responsible for all costs relating to accommodation and travel for Contractor’s workers. Any delay caused by Owner or other contractors of Owner in connection with Long Distance Services will be subject to an additional $90 per day / per installer fee.
    • (b) Unless otherwise expressly stated in the Quote, Owner shall make all payments hereunder in US dollars via wire transfer, check, or other payment method approved in advance by Contractor in writing. Credit Card payments will be subject to an additional fee currently up to 4% of the amount of the credit card charge. The credit card fee is subject to change at any time. Payments made by check are subject to a $50 return payment fee. Interest accrues on all unpaid sums from Owner at the highest legal rate from the date the payment was originally due, until all sums owed to Contractor are paid in full (including interest), before and after judgment. 
    • (c) Contractor may, in addition to any other remedies available to it:
      • (i) suspend performance for all Services and for any other services to be rendered to Owner, including at different locations, and under any agreement with Owner, without any liability therefor, until payment has been made in full; and
      • (ii) any materials not paid in full by Owner within ninety (90) days from the original due date for payment will be deemed abandoned by Owner and will become the sole and exclusive property of Contractor, who may sell, donate, or dispose of them in its sole discretion, without any liability to Owner therefor (except to the extent the value of the goods sold exceeds the amounts owed by Owner, in which case Contractor will refund the difference to Owner).
    • (d) Contractor reserves the right to file and record a construction lien claim and, if necessary, file suit for lien foreclosure to recover unpaid sums due to it and any costs associated with the collection of funds due, including, but not limited to the expenses associated with securing lien and foreclosure. If Contractor is providing services on more than one project for Owner, Contractor may record construction liens on all of the properties on which Contractor is providing services for the same Owner, without any restriction, and regardless of the amount of unpaid fees or reimbursable expenses.
    • (e) Without prejudice to any other right or remedy it has or may have, Contractor may, upon written notice to Owner, offset or recoup any liability it owes to Owner against any liability for which Contractor determines Owner is liable to Contractor under this Agreement.
    • (f) To the extent applicable to any of the Services provided by Contractor, Owner expressly waives the escrow requirements of Section 501.1375(2), Florida Statutes, and agrees to pay all fees owed to Contractor as set forth in these Terms.
  9. Taxes. Owner shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Owner hereunder.
  10. Intellectual Property.
    • (a) After an initial inspection of the jobsite, it is anticipated that Contractor will draft renderings and designs of the materials to be installed, together with specifications and measurements (“Specifications”). The Specifications are not architectural or engineering drawings, and are intended solely for Owner’s review and approval of the scope of the work to be performed by Contractor. Owner may not use the Specifications for any other purpose. Owner acknowledges that this Agreement involves special design and custom-built articles from Contractor. Therefore, this Agreement may not be cancelled by Owner. All sales are final, and no refunds are allowed.
    • (b) All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all Specifications, documents, work product, and other materials that are delivered or shown to Owner under this Agreement or prepared by or on behalf of Contractor in the course of performing the Services, including any items identified as such in the Quote (collectively, the “Deliverables”) shall be owned by Contractor. Contractor hereby grants Owner a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis only to the extent necessary to enable Owner to make reasonable use of the Deliverables and the Services. The publication or commercial exploitation of Deliverables by Owner is expressly prohibited. In the event of cancellation of any orders prior to fabrication, Contractor reserves the right to charge a fee for interior design services and drawings at a rate equal to the higher of either: (i) $3,000 per day of work by Contractor’s design team; or (ii) $5,000 for each set of drawings done for each area of the project (i.e. Kitchen, Closets, Bedrooms, Etc., each area is considered a separate set of drawings.). 
  11. Confidential Information.
    • (a) All non-public, confidential or proprietary information of Contractor, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Contractor to Owner, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied or distributed by Owner without the prior written consent of Contractor. 
    • (b) Owner agrees to use the Confidential Information only to make use of the Services and Deliverables.
    • (c) Contractor shall be entitled to injunctive relief for any violation of this Section, without the need to show the unavailability of a remedy at law, and without the need to post a bond or other security.
  12. Representations and Warranties.
    • (a) Owner represents and warrants that:
      • (i) it is the Owner of the property where the Project is located, and has authority to enter into the Agreement for the performance of the Services;
      • (ii) it is an individual over the age of eighteen, or, if the Owner is an entity, the individual signing the Quote is a duly authorized representative of Owner; 
      • (iii) the Project and the Services to be performed under the Agreement do not violate any laws, rules, regulations, ordinances, easements, covenants, or any rights of third parties.
    • (b) Contractor represents and warrants to Owner that it shall perform the Services using skilled personnel having the required experience and qualifications to perform the Services. Services shall be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and Contractor shall devote adequate resources to meet its obligations under this Agreement. 
    • (c) Notwithstanding the foregoing paragraph, Contractor, in its sole and absolute, reserves the right to select installation personnel based on their experience and qualifications in order to complete the Services as provided in the Quote. Owner understands that certain particular materials or items can only be installed by personnel with specialized expertise and that the demand for services by such specialist may fluctuate in a manner that is impossible for Contractor to predict. As such, Contractor disclaims, and Owner releases and holds Contractor harmless, from and against any damages or liability whatsoever arising out of or in connection with such delays. 
    • (d) The Contractor shall not be liable for a breach of the warranty set forth in Section 12(b) unless Owner gives written notice of the defective Services, reasonably described, to Contractor within thirty (30) days from the discovery of the defect or six (6) months from the date of performance of the Services, whichever is earlier. Contractor shall have a reasonable amount of time to inspect the property and work performed to ascertain if the notice is for defective labor or materials. Contractor shall also have reasonable time to research and enforce any manufacturer warranty that may be applicable. 
    • (e) Provided that the defects identified in Owner’s notice are not caused by Owner’s own conduct or improper use of the materials, and subject in each case to Section 12(c), for each valid warranty claim timely made by Owner, Contractor shall, in its sole discretion, either:
      • (i) Repair or remediate such Services (or the defective part); or 
      • (ii) Credit or refund the price of such Services at the pro rata contract rate.
    • (f) THE REMEDIES SET FORTH IN SECTION 12(d) SHALL BE OWNER’S SOLE AND EXCLUSIVE REMEDY AND CONTRACTOR’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12(a).
  13. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 12(b) ABOVE, CONTRACTOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR THE MATERIALS INCORPORATED AS PART OF THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; OR (E) WARRANTY AGAINST OWNER’S MISUSE, NEGLIGENCE OR INTENTIONAL ABUSE OF SERVICE ITEMS PROVIDED; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CONTRACTOR EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE MATERIALS INSTALLED FOR OWNER AND INCORPORATED AS PART OF THE SERVICES WILL REMAIN UNCHANGED OVER TIME. OWNER ACKNOWLEDGES THAT CERTAIN MATERIALS, ESPECIALLY NATURAL WOOD, IS LIKELY TO CONTAIN IMPERFECTIONS, DISCOLOR, WARP, OR OTHERWISE CHANGE OVER TIME. IF REQUIRED TO MATCH EXISTING MATERIALS IN COLOR, SIZE, OR PATTERN, CONTRACTOR WILL DO SO AS CLOSELY AS POSSIBLE AT ITS SOLE DISCRETION. 
  14. Limitation of Liability. IN NO EVENT SHALL CONTRACTOR BE LIABLE TO OWNER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CONTRACTORHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  15. Limitation of Damages. IN NO EVENT SHALL CONTRACTOR BE LIABLE TO OWNER FOR ANY DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE DIFFERENCE BETWEEN (A) THE TOTAL AMOUNT ACTUALLY COLLECTED BY CONTRACTOR IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES FOR OWNER THAT GAVE RISE TO THE DAMAGES, MINUS (B) THE COST OF THE MATERIALS, TAXES, AND ALL PASS THROUGH COSTS, ASSOCIATED WITH THOSE SERVICES. 
  16. Termination.
    • (a) In addition to any remedies that may be provided under this Agreement, Contractor may terminate this Agreement with immediate effect upon written notice to Owner, if:
      • (i) Owner fails to timely comply with any of its obligations hereunder; or
      • (ii) Owner requires that the Services be terminated or refuses to make payment therefor; or
      • (iii) Owner fails to timely make any payment due for any work hereunder whether included in the Services, a Change Order, or otherwise.
    • (b) Upon termination of this Agreement by Contractor, Contractor shall be released of any further obligations under this Agreement, and all amounts due and owing by Owner shall automatically and immediately become due and payable to Contractor.
  17. Waiver. No waiver by Contractor of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Contractor. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement by Contractor operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Contractor precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  18. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Owner to make payments to Contractor hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (each a “Force Majeure Event”): (a) acts of God; (b) flood, fire, earthquake, hurricane, named storms, (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. 
  19. No Assignment. Owner shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Contractor. Any purported assignment or delegation in violation of this Section is null and void at inception. No assignment or delegation shall relieve Owner of any of its obligations under this Agreement.
  20. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  21. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  22. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at their addresses set forth in the Quote (or to such other address that may be designated by the receiving party in writing). All Notices are deemed duly given (a) when actually received or (b) two (2) business days after being sent via nationally recognized overnight courier (FEDEX, DHL, UPS), regardless of actual receipt, if sent in accordance with this Section.
  23. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  24. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.
  25. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states the items being amended. Any amendment or modification of this agreement must be fully executed by an authorized representative of each party.
  26. Third-Party Products. Contractor may, as part of the Services, recommend the installation or use of products or services of third parties. Contractor makes no representation or warranty of any kind with respect to any such third-party product or services, provided, however, that Contractor will reasonably cooperate with Owner to allow Owner to enjoy the benefits of any manufacturer, installation, or distributor warranty associated with such third-party products or services, if any exists.
  27. No Tying. Contractor may own, control, or benefit from, directly or indirectly, other companies or entities (“Strategic Partners”). Contractor may, from time to time, offer to Owner the products or services provided by the Strategic Partners. Owner is not in any way bound to accept the goods or services of the Strategic Partners. Contractor’s offering of goods and services provided by the Strategic Partners is for informational purposes only and in no way is Contractor’s provision of Services to Owner conditioned upon Owner’s acceptance of the goods or services provided by the Strategic Partners. Owner understands and agrees that if Owner accepts any goods or services provided by the Strategic Partners, Owner does so at Owner’s own risk and by Owner’s own free choice.
  28. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
  29. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement, which, as determined by the arbitrator, cannot be resolved by arbitration pursuant to Section 30, shall be instituted exclusively in the federal courts of the United States of America or the courts of the State of Florida, in each case located in the City of Miami, Miami-Dade County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  30. Arbitration. Any claim or controversy arising out of or relating to this Agreement shall be resolved exclusively by arbitration in Miami-Dade County, Florida in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator shall be appointed by the AAA from among the members of its panels who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case. However, the arbitrator may, in his or her discretion, award reasonable attorney’s fees to the prevailing party. All arbitration proceedings shall remain confidential to the fullest extent permitted by law. The arbitrator shall have exclusive authority to make arbitrability determinations and to determine its own jurisdiction. Further, the arbitrator shall have the power to issue temporary or permanent injunctions, and any other form of equitable or declaratory relief.

31. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.