TERMS & CONDITIONS

DEFINITIONS 

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;

ESTIMATES AND QUOTATIONS 

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, whether attached to or referenced in Supplier's final quotation, as the entire agreement that exists between Buyer and Supplier with respect to each specific order.

PRICING 

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.

INVOICE AND PAYMENT TERMS 

Balances are to be paid by ACH or Wire; all charges are payable in US funds. If Buyer fails to pay for ordered products when due, and in the event it becomes necessary for Supplier to incur collection costs or institute suit to collect any amount due, Buyer agrees to pay such costs (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.

AGREEMENT 

Supplier will require a 50% deposit of the contract total at the time the Purchase Order 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”).

CHANGES AND CANCELLATIONS 

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 to 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 the 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.

ORDER LEAD TIME 

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, and 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, the Supplier's 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 Buyers' orders in a timely fashion.

DELIVERY & INSTALLATION 

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.

TITLE AND RISK OF LOSS 

All sculptures shall be shipped FOB (Free On Board) Supplier’s facility, meaning that title and risk of loss transfer to Buyer once the sculptures are delivered to the shipping carrier. Supplier shall not be liable for any loss, damage, or delay occurring during transit. It is the responsibility of Buyer to inspect the sculptures upon delivery and notify the delivery company and Supplier of any damage in accordance with the Product Acceptance clause.

SHIPPING INSURANCE 

Unless otherwise agreed in writing, sculptures are not insured by Supplier during transit. Buyer is responsible for requesting and paying for any additional shipping insurance. Supplier will facilitate insurance through the third-party delivery service upon request by Buyer and at Buyer’s expense.

PRODUCT ACCEPTANCE 

All sculptures are made to order and cannot be returned. Buyer should inspect the sculptures upon delivery and prior to installation. While the delivery personnel are still present, Buyer should contact 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.

WARRANTY AND LIABILITY 

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 related to the use of the sculpture. 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 Supplier's 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.

SURFACE FINISH DISCLAIMER 

Buyer acknowledges and agrees that all sculptures fabricated by Supplier are handcrafted from high-quality materials using artisanal methods. Due to the nature of the materials and processes involved, certain minor imperfections in the surface finish are considered a normal and acceptable part of the final product and are not grounds for rejection or return.These acceptable characteristics may include, but are not limited to:Mirror-Polished Stainless Steel: micro-pitting, fine hairlines, or minor distortions in reflectivity due to polishing, welding, or fabrication artifacts, which may become visible under certain lighting or angles.

Painted Stainless Steel: small surface variations, pinholes, or dust particles embedded during painting or curing processes despite best efforts at quality control.

Bronze with Patina: natural variation in color, texture, and tonal depth due to hand-application of chemicals and flame finishing.

Corten Steel: uneven surface texture, patina drip marks, or color variation as a result of natural oxidation and aging.

Stone and Marble: veining, fissures, inclusions, or slight color shifts that are inherent to natural stone and not considered defects.

Supplier uses industry-leading techniques and materials, including 316L stainless steel, precision welding, and professional finishing methods to ensure the highest possible craftsmanship. Nonetheless, perfection at a microscopic level is not realistic for large-scale sculpture.Unless otherwise agreed in writing, any surface imperfections not visible from a viewing distance of at least 3 feet under normal lighting conditions shall not be considered a defect.Supplier reserves the right to determine whether an issue is an inherent and acceptable material characteristic or a repairable flaw. Where appropriate, Supplier will work with Buyer to resolve concerns in a commercially reasonable manner.

INDEMNIFICATION 

Buyer agrees to indemnify, defend, and hold harmless Supplier and its officers, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to (a) the misuse, improper installation, or unauthorized modification of the sculptures; (b) any representations made by Buyer to third parties; or (c) any breach of this Agreement by Buyer. This indemnification shall be limited to claims arising from the Buyer’s acts or omissions and shall not apply to the extent that such claims arise from the gross negligence or willful misconduct of the Supplier.

INTELLECTUAL PROPERTY 

Supplier may provide Buyer with renderings, finish samples (if required), and specifications (“Resources”) prior to the order being placed. Resources are provided solely for evaluation in connection with the proposed purchase. Buyer shall not disclose these resources and shall keep them 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.

PRIVACY AND DATA USE 

In the course of providing Services, Supplier may collect personal or business information from Buyer, including contact details, project specifications, and shipping addresses. Supplier agrees to use this information solely for the purpose of fulfilling the order, providing support, and improving its services. Supplier will not sell or disclose Buyer’s information to third parties without prior written consent, except as required by law. Buyer agrees that communications may be conducted via email and other electronic means.

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.

CONFIDENTIALITY 

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.

DISPUTE RESOLUTION In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter amicably through good faith negotiations. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the matter to binding arbitration in Los Angeles County, California, in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys’ fees, unless otherwise determined by the arbitrator.

FORCE MAJEURE

Supplier shall not be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor strikes, pandemics, acts of government, supply chain disruptions, delays in transportation, or other unforeseen events. In such cases, the performance period shall be extended for a reasonable time equivalent to the delay caused by such events. 

ELECTRONIC SIGNATURES 

The parties agree that this Agreement and related documents may be executed and delivered by electronic signature (e.g., via PDF or DocuSign), which shall be deemed to have the same legal effect as an original ink signature.

GOVERNING LAW AND REMEDIES 

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.

AMENDMENTS 

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.

ERRORS AND MODIFICATIONS 

If any errors or omissions pertinent to this order have been made either by Supplier or Buyer, Supplier shall be notified by Buyer 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.

ENTIRE AGREEMENT 

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 or 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.