STANDARD TERMS AND CONDITIONS
Fees; Limitations on Refunds and Cancellation Fees – Client agrees to pay Catering by Katherine (“Caterer”) any and all fee(s) as billed in accordance with the Contract, these terms and conditions, and the associated invoices and work orders, all of which collectively represent the agreement between the parties (“Contract”).
Cooperation - Client agrees to cooperate and communicate with Caterer. Client will inform Caterer of any all information necessary to prepare for and complete the services contemplated under the Contract (“Services”), and of any changes in circumstances that arise after the execution of this Contract. Caterer is not responsible if Client or other key individuals fail to provide sufficient information, appear, or otherwise cooperate with requests.
Provision of Sufficient Information - It is understood that the accuracy of the quotes and adequacy of the Services provided is entirely dependent upon Client providing accurate, and complete information to Caterer in a timely fashion. It is acknowledged that no party will benefit if Client provides inaccurate, incomplete, insufficient, or untimely information. To that end, Client shall provide Caterer, in advance of any meetings, consultations, or appointments with accurate, unbiased and sufficient information for it to review, and shall promptly provide further information that Caterer reasonably deems relevant to forming any pertinent quotes and conclusions, providing the Services, or that are otherwise relevant to the matter. It is expressly understood that Caterer has no fiduciary obligation to Client, but instead a contractual one described by the terms of this Contract. Client expressly agrees that under no circumstances will this role be compromised or inaccurately represented.
Client Acknowledgements – Client understands, acknowledges and agrees that Caterer has no control over the costs, policies, or procedures of 3rd parties including those of the venue where Client is holding its event.
Indemnification – Client shall indemnify and hold harmless Caterer (and its principals, owners, members, subsidiaries, affiliates, officers, agents, sub-contractors, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Caterer as a result of any claim, cause of action, judgment, or adjudication against Caterer related to this Contract, Caterer’s performance of the Services under this Contract, or Client’s actions or inactions, negligence or intentional acts, or those of any third party such as Client’s chosen venue or supplier (including, but not limited to, actions in the form of tort, warranty, contract, dram shop, premises liability, or strict liability). Client further agrees to fully indemnify and hold Caterer harmless from any losses, claims, costs, fees, liabilities, damages, injuries or causes of action that result from Client’s breach of any provision of this Contract, including but not limited to paying Caterer’s actual attorney fees and costs expended. In any action or suit to enforce any right or remedy under this Contract or to interpret any provision of this Contract, including any collection action, Caterer shall be entitled to recover its actual attorney’s fees, costs and other expenses from Client.
Disclaimer of All Other Warranties – CATERER DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS CONTRACT, CATERER PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR TITLE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, RELATING TO THIS CONTRACT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS CONTRACT. IF ANY PROVISION OF THIS CONTRACT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS CONTRACT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS. CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY CATERER, OR ANY OTHER PERSON ON CATERER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION OF THIS CONTRACT
Limited Liability – IN NO EVENT SHALL CATERER BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS CONTRACT, OR ANY PERFORMANCE UNDER THIS CONTRACT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. CATERER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY PREMISES OR ANY FOOD, SUPPLIES, ALCOHOL, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
Force Majeure – Caterer will not be liable for, nor will it be considered to be in breach of or default under this Contract, on account of any delay or failure to perform as required by this Contract as a result of any causes or conditions that are beyond Caterer’s reasonable control and that Caterer is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, Caterer will attempt to use commercially reasonable efforts to minimize the impact of the event.
Relationship of Parties – Caterer, in rendering performance under this Contract, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. In no way is Caterer to be construed as the agent or to be acting as the agent of Client in any respect and vice versa, any other provisions of this Contract notwithstanding.
Notice and Payment – Any notice required to be given to Client under this Contract may be delivered by electronic mail. Any notice required to be given to Caterer shall be in writing and delivered personally to Caterer, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
Non-Solicitation - During the Term of the Contract and for 24 months after any expiration or termination of the Contract, Client will not, without the prior written consent of Caterer, either directly or indirectly, on Client’s own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Caterer.
Jurisdiction/Disputes – This Contract shall be governed in accordance with the laws of the State of Michigan. All disputes under this Contract shall be resolved by litigation in the courts of the State of Michigan including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Venue - The parties (a) irrevocably submit to the jurisdiction of the Oakland County Circuit Court, and the 52/3 District Court in any action arising out of this Contract, (b) agree that all claims in any action may be decided in either court, and (c) waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum. The parties also agree that a final judgment in any such action will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Waiver of Jury Trial - Client, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in any litigation based on or arising out of this Contract, the Services, or any of the transactions contemplated by this Contract. Client will not seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.
Rights and Remedies Cumulative - Caterer’s rights and remedies provided by this Contract are cumulative and the use of any one right or remedy by Caterer shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights Caterer may have by law, statute, ordinance or otherwise.
Contract Binding on Successors – The provisions of the Contract shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
Assignability – Client may not assign this Contract or the rights and obligations thereunder to any third party without the prior express written approval of Caterer. Caterer reserves the right to assign subcontractors as needed to this project to ensure on-time completion. Client acknowledges that the Services contemplated under the Contract may be completed by Caterer’s principal, its employees, its agents, its assignees, or its sub-contractors.
Waiver – No waiver by Caterer of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Contract.
Severability – If any provision of this Contract is deemed not to be enforceable by a court of competent jurisdiction because it is deemed overly broad in terms of time or the geographic area covered, this Contract will not be void but will be modified to extend through a reasonable time period and/or reasonable geographic area. If any provision of this Contract cannot be so modified, and if the provision is deemed invalid, unenforceable, illegal or unconstitutional in a court of law, then that section shall be severed from this Contract. The severing of any section shall in no way affect the validity of the other sections and they shall continue in full force and effect as if the part(s) of the Contract that were removed never existed.
No Inference Against Author – No provision of this Contract shall be interpreted against any party because such party or its legal representative drafted such provision.
Disputes – Client and Caterer agree to make a good-faith effort to resolve any dispute arising out of, or in connection with, this Contract through negotiation. In the event of a dispute between Client and Caterer on any matter, including but not limited to any matter related to or arising from this Contract, but excluding any action based on the non-payment of Caterer’s fees (which may be, at the option of Caterer, immediately submitted to a court of competent jurisdiction), the non-defaulting or requesting party shall give written notice to the other party as soon as reasonably possible after learning of the dispute—but no later than the applicable statute of limitations. The notice shall set forth in specific detail the nature and extent of the dispute and damages claimed. The notice will be sent by certified mail, return receipt requested, or served personally on the breaching party. The recipient party shall acknowledge receipt of the notice and respond in writing to the claim within twenty-one (21) days of receipt of the written notice. If the matter is not resolved after receipt of the response, the parties shall mutually agree on a date, time, and neutral location for a face-to-face settlement meeting of the parties and their counsel, if any. Such settlement meeting will be held within twenty-one (21) days after the date of the recipient party’s response. The purpose of the settlement meeting is to further define the nature and extent of the dispute and to explore options for resolution.
If no resolution is achieved within fourteen (14) days of the settlement meeting, the parties shall submit the matter to neutral, nonbinding confidential mediation in accordance with the Michigan Court Rules. Unless otherwise agreed, the parties to the dispute will share equally in the costs of the mediation, including forum fees, expenses, and charges of the mediator.
The mediation will be conducted in accordance with the Michigan Court Rules will take place within thirty (30) days after submission of the dispute to the mediator. All parties will attend the mediation in person unless otherwise mutually agreed, and each party will have at least one person present at mediation with full settlement authority. If the dispute is not resolved in mediation, the case shall be submitted to and heard and determined by the American Arbitration Association pursuant to its commercial arbitration rules in effect at the time of any dispute, and the determination of the arbitrator will be binding on the parties and will not be appealable, and judgment on the award rendered may be entered in any court having jurisdiction on the matter. To that end, both parties submit to the exclusive jurisdiction of the Oakland County Circuit Court or any appropriate district court within Oakland County.
Non-Payment of Amounts Owed - To assure prompt payment and to induce Caterer to continue or complete any Services, Client consents to and does hereby grant a lien, at any time, (including the right to file a notice of lis pendens with any register of deeds office) on all property (both real and personal) that Client now or subsequently owns, and to have a judicial lien conferred on Client’s assets as part of any judgment that is entered in any legal proceeding. If Caterer initiates a breach of contract proceeding, accounts stated proceeding, post-judgment proceeding, or any other collection proceeding against Client for any unpaid balance owed, Client will be liable for payment of Caterer’s actual attorney fees and costs incurred in connection with that proceeding. All attorney fees will be billed at Caterer’s attorney’s hourly rate of $350.00 an hour. Caterer and Client hereby acknowledge and agree that this a reasonable hourly rate. Actual costs include but are not limited to court filing fees, deposition costs, service of process fees, copying costs, postage fees, garnishment fees and post-judgment filing fees. Any balance not paid in full within 10 days of the due date will be subject to a $250 service charge (which the parties agree is not a penalty), and the entire open balance will thereafter accrue interest at a rate of 7 percent per year (or the highest amount allowable by law, whichever is greater). Returned checks are subject to a $75.00 returned check fee.