Quilting Contract

QUILTING CONTRACT

This Quilting Contract is entered into between: Client Name: and Quilter Name: .

RECITALS

WHEREAS, Client has requested quilting services for specified textile items and desires the completion of those services on the terms set forth in this Agreement; and

WHEREAS, Quilter represents that Quilter has the skill, experience, tools, and personnel necessary to perform the quilting services described in this Agreement and agrees to perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their understanding regarding the scope, timing, compensation, and other material terms governing the quilting project.

SCOPE OF WORK

Work to include, without limitation: quilting design, backing and batting handling, binding (if requested), trimming, and final pressing. Specific items, quantities, and special instructions are detailed above and will be appended as attachments to this Agreement upon execution.

MATERIALS AND RESPONSIBILITIES

Client will provide finished top(s), backing, and batting unless otherwise agreed. Materials provided by Client must be labelled and accompanied by a packing list. Quilter may, at Client's request and subject to additional charges, supply materials. If Quilter supplies materials, Quilter will invoice Client for those materials and such costs will be included in the total contract amount.

DELIVERY, INSPECTION, AND ACCEPTANCE

Quilter will notify Client when completed items are ready for pickup or shipment. Client shall inspect completed items within seven (7) calendar days of receipt. Failure to notify Quilter of defects in writing within seven (7) days shall constitute acceptance of the work as completed in accordance with this Agreement.

PAYMENT TERMS

Total Contract Amount: $

Deposit: $ payable upon execution to secure project placement.

Balance Due: $ due on or before .

Late Payment: Past due balances shall incur a late fee equal to per month (or the maximum permitted by law), assessed from the date payment was due until paid in full. Client is responsible for any collection costs incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until completion of the work or End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receiving written notice specifying the breach. Upon termination for any reason, Client shall pay Quilter for all work performed and materials purchased up to the date of termination, less any deposits applied.

REVISIONS, REPAIRS, AND WARRANTY

Quilter warrants that quilting services will conform to the specifications set forth in this Agreement at the time of delivery. Quilter’s sole obligation for breach of such warranty shall be to, at Quilter’s option, repair or rework the non-conforming work within a reasonable time after notice. This warranty does not cover wear and tear, improper care, defects in Client-supplied materials, or damage resulting from use or handling after delivery.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose any non-public business or technical information (including patterns, proprietary techniques, and pricing) received from the other party in connection with this Agreement, except as required by law. Confidential information does not include information that is or becomes generally known to the public through no fault of the receiving party.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains ownership of Client-provided fabrics and designs. Quilter retains all rights to Quilter-created quilting patterns, motifs, and tooling created independently of Client’s proprietary designs. If Client requires exclusive rights to a Quilter-created design, the parties shall document any license or transfer of intellectual property in a separate written agreement and additional compensation may apply.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, Quilter’s liability for claims arising out of or relating to this Agreement is limited to the amount paid by Client to Quilter under this Agreement. Under no circumstances shall Quilter be liable for incidental, consequential, special, or punitive damages.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any amendments or modifications must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the other's prior written consent, except that Quilter may assign receivables.

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