Terms and conditions
Payment terms
All orders totaling less than $3,000 USD require a signed Sales Agreement and full non-refundable payment received by Madda Studio to initiate the order.
All orders greater than $3,000 USD require a 50% non-refundable deposit and a signed Sales Agreement to initiate the order. The remaining 50% will be due within 30 days prior to shipping the order. Without caveat, Purchaser is obligated to pay the full purchase price of an order from the date of such order.
Freight, packaging, tariffs, and handling charges will be the Purchaser’s responsibility. Estimated cost for freight, packaging, tariffs, and handling will be included in the non-refundable deposit. If additional costs (such as tariffs) are incurred during shipping, they will be collected after shipment is made.
Rush orders are subject to a 15% rush fee and require a signed Sales Agreement and non-refundable full payment to initiate the order, regardless of price.
Accepted forms of payment are ACH, check, wire transfer, and credit cards. A 4% convenience fee applies to payments made by credit card. Additional convenience fees may apply depending on form of payment, such as Zelle, PayPal, or Venmo.
Payment in full is due to Madda Studio prior to shipment of goods. Madda Studio retains title to all goods until fully paid-for by Purchaser.If payment is not made in full within thirty (30) days’ of the invoice date, Purchaser shall be charged: (i) interest on late payment at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly; and (ii) the cost of transfer by Madda Studio into temporary storage facility and storage.If payment is not made in full within sixty (60) days of the invoice date, Madda Studio may, at its option, sell the goods and declare Purchaser’s forfeiture of the deposit as liquidated damages. Purchaser agrees to pay all costs and expenses incurred in collecting unpaid accounts, including collection agency and attorney fees.Purchaser may not withhold or offset any amounts owed to Madda Studio against any other amount owed to it by Madda Studio.
Orders
All quoted lead times are estimates only. Lead times begin after the 50% non-refundable deposit is paid by Purchaser, required materials have been received by Madda Studio, all order details are confirmed, any applicable drawings/simulations for approval are signed, and the Sales Agreement has been signed and received by Madda Studio. No changes to an order are permitted after the Sales Agreement has been signed absent additional written approval of Madda Studio.
order changes
Changes to an order in production will be accommodated at Madda Studio’s discretion. Any changes made to an order after the simulation and strike off are approved may incur additional upcharges and may extend lead time. Any resulting adjustment in price or production lead time will be payable immediately upon approval of the change by Madda Studio.
pricing
Each Price quoted with respect to an order hereunder (“Price”) is applicable solely to the corresponding order. Prices are subject to change without notice. Prices do not include delivery, packing, crating, shipping, customs and tariffs, in-transit insurance, local delivery, uncrating, and installation charges; all such charges being additional and the responsibility of Purchaser. Merchandise must be paid for as stated on this document. Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Purchaser. Purchaser shall be responsible for all such charges, costs, and taxes other than taxes imposed on Madda Studio’s income.
Custom orders include four rounds of design services. Beyond four rounds, a $150 USD/hour fee will be applied. A round of design service is defined as the communication of the desired design to the designer, the designer’s simulation delivered to the purchaser, and the purchaser’s feedback on the simulation.
Delivery, Title and risk of loss
Delivery of goods to the carrier (DHL, etc.) by Madda Studio constitutes delivery to Purchaser. Title to goods will pass to Purchaser on such delivery.
Madda Studio, as an agent of the Purchaser, will contract pick up, delivery, and shipping. In addition, as the Purchaser’s agent, Madda Studio will obtain insurance through the shipping carrier to insure goods against losses and damages during shipping. Madda Studio will collect payment due to Carrier for shipping, handling, and insurance prior to shipping and will pay on behalf of the Purchaser. Purchaser shall be responsible for filing any claim for losses and damages during shipping.
Additional cost may be incurred during shipping for unforeseen circumstances and are the sole responsibility of the Purchaser. The Purchaser will be billed for the additional cost of these unforeseen circumstances after delivery.
All quoted delivery dates are estimates only. Time shall not be of the essence in performance of any Sales Agreement. Madda Studio is not responsible for carrier or customs delays.
Purchaser shall bear all risk of any loss or damage occurring in transit or storage, and Purchaser shall remain liable for payment in full for goods damaged or lost in transit or storage.
No returns other than for Material Defect will be allowed. Claims for recovery by Purchaser of labor charges incurred will not be accepted under any circumstances. Any Material Defect with the goods shall be reported in writing within 5 working days of receipt to the workroom or delivery location. A lack of notification will constitute Purchaser’s acceptance of goods as-is. No voluntary returns are permitted. “Material Defect” means failure of a good to substantially comply with written requirements set forth in the Sales Agreement, subject in all cases to variances contemplated in the last paragraph of Section 9.
Completed goods must be paid for within 30 days of invoice date. Goods not so paid for will be transferred to storage by Madda Studio at Purchaser’s sole cost and liability for such transit and storage.
use of workroom, Installation responsibility
Purchaser will ship rugs to a reputable workroom where rugs/pillows will be processed and, as necessary, steamed and blocked in preparation for installation or other use. All rugs must be professionally installed. Madda Studio recommends working with professional, reputable workrooms and is not responsible for any loss, damage, or other harm that results from a failure to do so. Madda Studio is not responsible for any wrinkles or other issues arising from Purchaser’s failure to use a workroom pre-installation.
Purchaser is responsible for all workroom and installation fees. Purchaser assumes all responsibility for proper installation of goods. Madda Studio shall not be responsible for damage to goods or the location in which they are displayed and/or used resulting from their installation (including negligent installation) or misuse.
Rugs installed without an anti-slip rug pad and products used contrary to any labeling may result in injury. Madda Studio does not provide rug pad, install, or spread any rugs. Purchaser is fully responsible for installation costs and purchasing the proper rug pads.
cancellation and returns
All orders are considered final and non-refundable sales. Madda Studio does not accept cancellations or returns.
intellectual property
Purchaser acknowledges that any and all of the patterns, drawings, designs, specifications, copyrights, trademarks and other intellectual property rights used by, or embodied in work performed by Madda Studio or the goods (“Intellectual Property”) are and shall, at all times, remain the sole property of Madda Studio. Purchaser acknowledges that it shall not utilize the Intellectual Property except as contemplated in this Agreement.
disclaimers and limitation of liability
All goods delivered are supplied '“as is” and with all faults. Madda Studio makes no other representations or warranties, whether express of implied with respect to any goods, and expressly disclaims any representation or warranty as to their quality, performance, merchantability, non-infringement, or fitness for a particular purpose. Notwithstanding anything to the contrary, Madda Studio will not be liable for any indirect, special, incidental or consequential damages (including, but not limited to, loss of revenue or profits) arising from or caused, directly or indirectly, by the use or sale of any good by purchaser or any customer or successor holder (including, but not limited to, any end user) of any good; by the performance or failure of Madda Studio to perform under these terms; by any other act or omission of Madda Studio; or by any other cause. In no event will Madda Studio’s total liability to purchaser for any claim exceed the sum paid to Madda Studio by such purchaser for the item in question. No action may be brought by purchaser for any breach of these terms more than one year after the accrual of such cause of action. Madda Studio is not liable for any wear, tear, performance, or other defects, including, without limitation, any such defects resulting from environmental conditions, purchase’s placement or use, or modification of goods.
Handmade products are subject to the following variations, which are not considered faults or defects:
Product sizes vary due to the handmade nature of the products. Madda Studio does not guarantee the exact dimensions specified in the product catalog or custom designs. Products may undergo some dimensional modifications, depending upon climatic conditions and relative humidity.
Madda Studio goods are naturally dyed. Color variance may occur between samples shown and the final goods delivered. Madda Studio is not responsible for precise color matching due to possible spinning, yarn, weaving, or dye variations. Product samples, goods in the showroom, images in catalogs, and simulations are examples of a general type of rug, pillow, or other textile. Products dyed naturally with cochineal may experience slight color transfer onto lighter fabrics, particularly when new. We recommend taking appropriate care during use. Madda Studio is not liable for any resulting staining or discoloration.
Our products are not guaranteed against fading due to, but not limited to, cleaning, steaming, exposure to the sun, or wear and tear.
With all our products, high traffic and utilization areas, including, but not limited to, stairways, entryways, dining rooms, and areas exposed to outside environmental conditions, may cause depreciation to goods and/or services, which is considered wear and tear.
choice of law
These Terms, any Sales Agreement, and signed Simulations, and all matters arising out of or relating to these Terms any Sales Agreement, and signed Simulations, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to these Terms, including all exhibits, schedules, attachments, and appendices attached to these Terms, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Northern District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in San Francisco, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Northern District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in San Francisco. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
governing law, jurisdiction, venue
Use of goods
Purchaser shall use, and require its employees, contractors, and agents to use goods in accordance with all available safety precautions, in addition to any specifically set forth in any manuals, material safety data sheets, technical data sheets, instruction sheets, if any, furnished by Madda Studio. If Purchaser does not receive any required material safety data sheets, product manuals, instruction sheets, or the like for any product from Madda Studio, Purchaser will request them from Madda Studio. If Purchaser fails to strictly observe each and every one of the obligations set forth in this Section or if Purchaser’s use of any of Madda Studio’s products is in violation of any standard or rule of the American National Standards Institute or Occupational Health and Safety Act, or other applicable workplace law, regulation, or standard, Purchaser will indemnify, defend, and hold harmless Madda Studio and its employees, officers, directors, agents, affiliates, successors and assigns from and against any and all claims, demands, damages, actions, and causes of action, as well as any and all liability, loss, or expense of any kind, including reasonable attorneys’ fees arising from, connected with or in any way pertaining to any such failure by Purchaser.
Attorney’s fees and costs
Purchaser will pay Madda Studio’s reasonable attorneys’ fees and other costs and expenses for any legal or equitable action undertaken by Madda Studio to enforce these Terms or the provisions of any Sales Agreement and/or to recover any delinquent amounts due from Purchaser to Madda Studio.
Errors
Any and all typographical or clerical errors made by Madda Studio in these Terms, in Madda Studio’s quotations or communications, or any Sales Agreement are subject to unilateral correction by Madda Studio.
Force majeure
Madda Studio will not be liable for failure to deliver, or for delay in delivery of, the goods to the extent arising out of or related to causes beyond its reasonable control, including, without limitation, acts of God or of the public enemy, acts of any governmental authority, fires, floods, other casualties, severe weather, epidemics, quarantine restrictions, strikes, labor disputes or shortages of labor, embargoes, wars, riots, civil commotion, shortage of rail cars or semi-tractors and trailers, delays in transit, unavailability of transportation services, or inability to secure necessary materials (whether at all or at commercially reasonable prices). In no event will Madda Studio be liable for any loss or damage, including in particular, direct, incidental, indirect, special, punitive or consequential damages (including loss of profits) due to any failure to deliver or delay in delivery. Delays attributable to the foregoing shall not be grounds for Purchaser’s cancellation of any Sales Agreement, but, rather, the delivery date set forth in any Sales Agreement shall be extended accordingly. If Madda Studio is wholly or partially unable to perform because of any cause beyond its reasonable control, Madda Studio may allocate production and deliveries among Madda Studio’s customers or may terminate any Sales Agreement without any further liability to Purchaser.
Remedies cumulative, no waiver
All rights and remedies of Madda Studio under these Terms and any Sales Agreements are cumulative. No pursuit or receipt by Madda Studio of any particular remedy will constitute an exclusive election of remedies, and Madda Studio will have the benefit of all remedies available at law, in equity, or otherwise. Madda Studio’s failure to insist, in one or more instances, upon the performance of any term or terms set forth in these Terms shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and Purchaser’s obligation with respect thereto shall continue in full force and effect.
Third parties
There are no third-party beneficiaries of any right or obligation under these Terms or any Sales Agreement. Under no circumstances will Madda Studio be obliged or liable to Purchaser or to any third party with respect to any representation, warranty, covenant, duty, or liability to any third party. Without limiting the foregoing, Madda Studio expressly disclaims and rejects any obligation of any kind to comply with any terms or conditions of Purchaser or any of Purchaser’s direct or indirect customer(s), regardless of any obligation to such persons taken on by, and/or imposed upon, Purchaser, and regardless of whether Madda Studio is aware of any such requirement upon Purchaser. Madda Studio will be liable to any third party, if at all, solely according to such separately negotiated, written, and signed agreement, if any, as Madda Studio actually negotiates and executes with such third party.