TRI VALLEY UPHOLSTERY | SERVICE AGREEMENT AND PROJECT TERMS
IMPORTANT CONTRACT STRUCTURE
These general terms are used together with the customer-specific Estimate/Work Order and any approved Change Orders.
The Estimate/Work Order controls project-specific scope, materials, price, and schedule.
A later approved Change Order controls only the matter it changes. These terms do not replace any estimate, work-order, labeling, cancellation, or disclosure requirement imposed by California law. Nothing in these terms waives a right that cannot legally be waived.
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These Service Agreement and Project Terms ("Terms") are between Tri Valley Upholstery ("Business") and the customer identified in the applicable Estimate/Work Order ("Client").
"Project" means the services and materials described in the accepted Estimate/Work Order and approved Change Orders.
"Estimate/Work Order" means the project-specific written or electronic document describing the item, authorized work, materials, price, and related conditions.
"Change Order" means a later written or electronic approval that changes the Project. "Client-supplied materials" means any fabric, leather, trim, foam, hardware, component, design file, or other item furnished by or for the Client rather than purchased by the Business.
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The contract consists of: (a) the accepted Estimate/Work Order; (b) these Terms; (c) approved material, color, pattern, dimension, firmness, and design selections; and (d) approved Change Orders. Together they are the "Agreement." If the documents conflict, a later approved Change Order controls the specific matter changed; the Estimate/Work Order controls project-specific scope, materials, quantities, price, and schedule; and these Terms control general procedures and responsibilities. A photograph, conversation, advertisement, text message, sample, or rendering does not modify the Agreement unless expressly incorporated into the Estimate/Work Order or an approved Change Order.
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The Client accepts the Agreement by signing the Estimate/Work Order, applying an electronic signature, or paying the required deposit after receiving conspicuous notice of these Terms and access to the accepted version. When the Terms are incorporated from the Business website, the Estimate/Work Order should identify and provide a direct, conspicuous link to the exact Terms. Payment by itself should be treated as acceptance when the estimate / invoice clearly states that payment constitutes acceptance of terms and conditions.
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Before work begins, the Business will provide the written or electronic estimate and work-order information required by applicable California law.
No work will be performed and no charge will accrue before the Client authorizes the work and materials.
A copy will be provided to the Client before work begins and retained by the Business for the legally required period.
No amount above the estimated price will be charged without the Client's oral, written, or electronic consent obtained after the need for the additional amount is identified and before the unestimated work is performed or unestimated materials are supplied.
Oral consent will be documented with the date, time, person giving consent, person receiving consent, amount or changed work, and any conditions.
If secondhand materials are proposed, they will be identified as secondhand and used only with Client acceptance shown as deposit being paid.
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The Client represents that the Client owns the furniture and materials delivered to the Business or has authority from the legal owner to authorize the Project.
The Client will identify the owner, purchasing agent, designer, property manager, insurer, or other decision-maker when different from the person communicating with the Business.
The Client is responsible for obtaining any internal approval required by a spouse, co-owner, company, landlord, insurer, purchasing department, designer, or other third party.
The Business may rely on approvals from the contact designated in the Estimate/Work Order unless the Client gives written notice changing that authority.
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The Business will perform only the work expressly described in the accepted Estimate/Work Order. Work not listed is excluded, including structural engineering, code certification, pest or mold remediation, not/hazardous-material removal, electrical / mechanical components repair, moving permanently installed property, refinishing exposed wood, restoration of artwork or collectibles, onsite construction, or special fire-testing documentation unless specifically requested and included in work order.
A general description such as "reupholster chair" does not by itself include every possible repair. The Estimate/Work Order should state whether existing fabric will be removed, springs retied, the frame reglued, filling replaced, new cushions supplied, wood refinished, decorative trim replaced, and delivery included. Mechanical, Motion, and Electrical Disclaimer: Unless specifically listed in the Estimate/Work Order, the Business’s scope of work is strictly limited to upholstery and soft goods.
The Business does not service, repair, warrant, or guarantee internal mechanical components, sleeper sofa folding mechanisms, reclining hardware, springs, power motors, or integrated electronic/USB components and more.
The Business is not liable for pre-existing mechanical wear or failure of aged mechanisms resulting from normal handling during teardown and reassembly. The Business may use customary production methods and materials reasonably suited to the approved design unless a specific method, brand, component, or construction detail is written into the Estimate/Work Order.
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The Business may photograph and document the furniture at intake, during disassembly, during production, and at completion for condition records, quality control, estimating, warranty review, and dispute prevention. Internal documentation is not a marketing authorization.
The Client must remove money, keys, remotes, documents, jewelry, medication, weapons, electronics, sentimental objects, and other personal property from furniture, cushions, compartments, and packaging before pickup or delivery to the Business.
The Business is not responsible for undisclosed items except to the extent loss results from failure to exercise reasonable care after discovery.
Automatic Disposal of Removed/Old Upholstery Materials: Unless the Client specifically requests in writing or expressly stated on the Estimate/Work Order prior to the start of teardown or disassembly that old fabric, covers, foam, padding, batting, springs, down/feathers, or hardware be saved and returned, all old materials removed during processing automatically become scrap and will be discarded or recycled by the Business during production. The Business has no obligation to preserve, store, retrieve, or replace old, deteriorated, or discarded materials once teardown has commenced without prior written instructions.
The intake record may identify visible scratches, stains, fading, pet damage, odors, loose joints, damaged feet, missing hardware, prior repairs, and other observable conditions. Failure to list a condition does not prove it arose during the Project if photographs or other evidence show it was preexisting.
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The Client must disclose before work begins whether an item is antique, historically significant, collectible, unusually valuable, irreplaceable, or of exceptional sentimental value. The Client should provide a current appraisal when special value affects handling, insurance, restoration method, or risk allocation.
Upholstery work may reveal hidden weakness and can place stress on aged wood, glue, joints, springs, hardware, veneers, finishes, or prior repairs. Unless expressly included, the Project does not constitute an engineering evaluation, appraisal, authenticity determination, or certification that the furniture is safe for a particular load or use.
The Business will use reasonable care appropriate to the disclosed nature of the item. The Business is not responsible for deterioration or failure caused by latent age-related weakness, undisclosed prior repair, normal material instability, or preexisting damage, except to the extent the Business fails to exercise reasonable care.
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Materials purchased by the Business will be the brand, style, fiber, color, grade, or reasonable equivalent identified in the Estimate/Work Order.
Supplier descriptions, specifications, warranties, performance ratings, and cleaning codes are provided by the manufacturer unless client requests to Business that it expressly makes a separate written warranty. Inherent Textile Characteristics: Certain fabrics and natural materials exhibit inherent characteristics that are not defects. 100% linen, cotton, and loose weaves naturally stretch, wrinkle, and relax over time and seating spans; velvet, chenille, and pile fabrics exhibit shading, pile crushing, and color variation under light; natural leather displays scars, stretch marks, grain variation, and patina with use. Natural leather, wood, feathers, down, and other natural materials vary in grain, color, scars, texture, density, and appearance. Manufactured materials may vary by dye lot, production run, backing, finish, or batch.
Such variations are not workmanship defects when consistent with the approved material and ordinary product characteristics.
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The Client is responsible for ordering sufficient quantity and for confirming that Client-supplied materials are authentic, usable, clean, free from pests or contamination, and appropriate for the intended residential, commercial, outdoor, healthcare, hospitality, or public use.
The Client assumes responsibility for manufacturer defects, shortages, incorrect shipments, fabric width, repeat, railroadability, backing, stretch, nap, colorfastness, dye-lot differences, fading, pilling, seam slippage, delamination, bleeding, shrinkage, cleaning response, abrasion performance, flame-performance documentation, and manufacturer warranty of Client-supplied materials.
The Business will exercise reasonable care but is not responsible for damage or unsatisfactory performance inherent in Client-supplied materials. If those materials are insufficient, defective, unusually difficult to work with, or unsuitable for the approved method, the Business may pause work and request approval for added labor, replacement material, revised construction, or return of the item.
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Required yardage can increase because of large repeats, directional fabric, pattern centering, defects, narrow usable width, nap, pile direction, railroad restrictions, matching, or Client-requested placement. Added material or labor requires approval when it increases the estimated price.
Disposal of Old Materials & Replaced Components: All original materials removed from the Client's furniture during teardown—including but not limited to old fabric, lining, foam, cotton, Dacron, down/feather fills, springs, webbing, burlap, and hardware—are deemed discarded waste. The Business routinely disposes of or recycles these items during production for health, safety, sanitation, and shop storage reasons. The Business will not retain, store, or return old padding or materials unless explicitly noted as a required return item on the signed Estimate/Work Order before teardown begins.
Cutting Remnants: Normal cutting waste, selvage, defective sections, small offcuts, thread, staples, foam dust, batting scraps, and unusable remnants may be discarded. Usable Client-owned fabric remnants from new materials will be returned only if requested in writing before Project completion. The Business may establish a minimum remnant size for return and will disclose it on request.
The Business is not responsible for supplier shortages or for exact replacement availability after production. The Client should order and retain extra material when future matching or repair may be important.
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Before cutting or construction, the Client is responsible for approving important design details identified by the Business, including pattern direction, motif placement, centering, stripe or plaid alignment, railroad direction, seam locations, piping, contrast areas, cushion count, cushion style, firmness, buttoning, tufting, skirt treatment, trim, and visible hardware.
Unless a specific placement diagram is incorporated into the Estimate/Work Order, the Business may use professional judgment to place patterns and seams in a visually balanced manner. Exact continuous alignment is not guaranteed across curved, tapered, tufted, gathered, pleated, deeply crowned, irregular, or separately moving components.
Upholstery is handcrafted. Minor variations in seam position, fullness, dimensions of soft goods, cushion crown, piping, wrinkles, leather grain, wood appearance, and pattern placement are expected when consistent with the approved design and reasonable workmanship. This clause does not excuse a material departure from the approved Project or defective workmanship.
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Physical samples, photographs, and digital renderings are visual aids. Screen calibration, lighting, photography, scale, texture, fabric nap, sheen, print repeat, monitor settings, compression, and dye-lot variation can cause the completed item to appear different from a digital image or small sample.
A physical sample approved by the Client controls over a digital rendering unless the parties state otherwise. The Business cannot guarantee an exact match to faded, aged, discontinued, previously treated, or separately manufactured materials, adjacent furniture, paint, flooring, drapery, or prior dye lots.
Foam firmness and cushion comfort are subjective and can change with size, wrap, fabric tension, temperature, use, and break-in. A sample or rating is not a guarantee that the completed cushion will feel identical in every size or construction.
Post-Completion Comfort Adjustments: Cushion firmness and seating comfort are subjective and evolve as filling materials break in. Modifying cushion density, swapping foam cores, adding/removing down, or altering cushion height after project completion and delivery constitutes a change in client preference rather than a defect. Any post-delivery adjustments to foam or fill will be treated as an additional scope of work subject to labor and material charges.
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A change in scope, quantity, material, design, dimension, pattern placement, construction, delivery, access, schedule, or other Project requirement should be documented in a Change Order before implementation.
The Change Order should state the change, price adjustment, schedule effect, and approval method. Email, text message, electronic-signature approval, recorded oral approval, or another method permitted by law may authorize a change. Silence, failure to object, or a general request to "do what is needed" will not authorize an amount above the estimate unless the approved limit and scope are reasonably clear and documented.
When practical, the Business will provide alternatives. The Business may pause affected work while waiting for approval and is not responsible for resulting delay caused by the approval period.
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The Estimate/Work Order will state the total delivered cost required by applicable upholstery regulations and will identify included labor, materials, pickup, delivery, taxes, shipping, and other charges as appropriate. Any mandatory fee will be included in the advertised or listed price as required by California law.
Card Surcharge & Payment Methods: A standard surcharge of 3% will be applied to all card transactions to cover merchant processing costs. This surcharge is separately identified, disclosed prior to payment, and limited strictly to card transactions; it is not applied to ACH, cash, or check payments.
Optional shipping, expedited service, special handling, stairs, unusual access, redelivery, storage, or payment-method charges apply only when disclosed before the Client incurs them and when permitted by law. Quoted prices are valid only for the period stated in the Estimate/Work Order. After expiration, supplier costs, labor, taxes, shipping, or scope may be re-estimated before acceptance.
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Unless the Estimate/Work Order states otherwise, a deposit equal to 50% of the estimated Project price is due before materials are ordered or the Project enters the production queue. The deposit is applied to the final price and is not a separate fee.
The deposit authorizes the Business to order approved materials, reserve production capacity, coordinate pickup, and begin authorized work. It does not guarantee a particular completion date unless a guaranteed date is expressly written into the Estimate/Work Order.
The deposit is not automatically forfeited. If the Project is canceled or reduced, the Business may apply payments to authorized labor performed, materials ordered or cut, shipping, vendor cancellation or restocking charges, and other documented costs reasonably incurred for the Project. Any remaining credit will be returned; any approved or legally recoverable balance remains due.
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The Client may request cancellation or reduction in writing. Cancellation is effective when received by the Business, subject to any nonwaivable statutory cancellation right that provides a different rule.
The Client is responsible for authorized work completed through cancellation, nonreturnable or specially ordered materials, materials already cut or altered, approved shipping and vendor fees, and reasonable work needed to stabilize or package partially completed furniture for return. The Business will provide a reasonable accounting on request.
Custom work and cut materials generally cannot be resold. A Client change of mind, room redesign, move, financing issue, or third-party refusal to reimburse does not eliminate responsibility for authorized Project costs. This does not limit remedies for work that fails to conform to the Agreement or applicable law
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The Business may suspend or terminate work when the Client fails to make a required payment, fails to provide necessary approvals, materially changes or obstructs the Project, requests unsafe or unlawful work, provides unsuitable or contaminated materials, misrepresents ownership or intended use, harasses personnel, or otherwise materially breaches the Agreement.
The Business may also discontinue a Project that becomes impracticable because of concealed damage, unavailable essential materials, unsafe structure, supplier failure, or another condition that cannot reasonably be cured. The Business will give reasonable notice when practicable and will account for payments and authorized costs.
Suspension or termination does not transfer ownership of the Client's furniture to the Business and does not waive any lawful possessory lien or payment right.
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Estimated completion dates are planning estimates unless expressly identified as guaranteed.
The production queue may depend on material arrival, pickup timing, approvals, deposits, other scheduled work, and the condition of the furniture after disassembly. The schedule may be extended by supplier or carrier delay, backorder, defective material, concealed condition,
Client-requested change, delayed approval or payment, illness, labor interruption, equipment or utility failure, fire, flood, earthquake, severe weather, public emergency, government action, transportation disruption, strike, or another circumstance outside reasonable control.
The Business will make reasonable efforts to communicate material delay and resume performance. A delay does not authorize the Business to charge above the estimate without consent, and it does not eliminate a nonwaivable Client remedy.
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Pickup, delivery, onsite placement, assembly, installation, stairs, elevators, parking, long carries, certificates of insurance, building reservations, after-hours work, and additional personnel are included only when stated in the Estimate/Work Order.
The Client must provide accurate addresses, dimensions, access instructions, parking information, elevator reservations, gate codes, building permissions, and a safe unobstructed route. The Client is responsible for confirming that finished furniture will fit through doors, halls, stairs, elevators, and the intended space unless the Business expressly performs and guarantees a site measurement.
Moving Scuff and Property Access Disclaimer: The Business is not liable for incidental scuffs, scratches, or minor wall/doorframe contact resulting from moving oversized, non-disassembled, or heavy items through restricted, narrow, or unmeasured access routes.
On-Site Service & Working Conditions: When work is performed on the Client’s premises, the Client must provide a clean, safe, well-lit, and well-ventilated workspace free from hazards, construction traffic, children, and unrestrained pets. The Client is responsible for moving fragile personal property, artwork, and electronics away from the immediate work area. The Business is not liable for minor incidental dust or noise inherent to on-site assembly or installation.
The Business may charge an approved redelivery, waiting, special-handling, or access fee when the condition was not disclosed and the fee is approved before it is incurred. The Client or authorized adult should inspect delivery before the crew leaves and note visible delivery damage.
When an independent carrier is selected or controlled by the Client, risk associated with that carrier is allocated to the Client except to the extent the Business negligently packages or releases the wrong item. When the Business arranges delivery, the Business remains responsible to the extent required by law and the delivery agreement.
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The Business will notify the Client when the Project is complete. The Client will have a reasonable opportunity to inspect at pickup or delivery. Visible concerns should be reported in writing within 5 business days so the Business can promptly document and address them. A later-discovered latent defect or valid warranty claim must be reported promptly after discovery.
Custom upholstery and custom-made cushions are produced for the Client's item, dimensions, design, and selected materials. They are not returnable solely because the Client changes preference after the work conforms to the Agreement. This does not limit rights concerning nonconforming goods, defective workmanship, misrepresentation, or another nonwaivable remedy.
Use of the completed furniture may be evidence of acceptance but does not automatically waive a timely warranty claim or a nonwaivable right. Acceptance does not excuse an unpaid balance for conforming authorized work.
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The Client will pick up or accept delivery within 7 calendar days (1 week) of completion notice unless otherwise agreed in writing.
Daily Storage Fee & Possessory Lien Timelines: If finished goods are not picked up within 7 calendar days (1 week) following completion notification, a daily storage fee of $10.00 per day per item will automatically accrue. To the extent permitted by California law, the Business may retain possession of furniture that it has repaired or altered until reasonable unpaid charges for work, materials, and accrued storage are paid in full.
If an item remains unclaimed, unpaid, or uncollected for 60 days following completion notification, the Business will initiate statutory possessory lien sale proceedings under California Civil Code §§ 3051 and 3052. Furniture does not automatically become the property of the Business; any public sale, disposal, or disposition will occur only under applicable law and required legal notice procedures. The Client remains responsible for approved storage fees and lawful enforcement costs to the extent permitted by law.
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The Business warrants its upholstery workmanship for 2 years from the date the completed project is delivered or picked up. The warranty covers a defect directly caused by the Business's workmanship and reported within the warranty period. After notice and a reasonable opportunity to inspect, the Business will, at its option, repair or reperform the covered defective portion within a reasonable time. If repair or reperformance cannot provide the agreed result, the parties will address any further remedy required by applicable law.
The warranty is provided to the original Client for the original Project and does not create a separate manufacturer warranty for fabric, leather, foam, hardware, furniture frames, or other third-party products.
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The workmanship warranty does not cover normal wear, wrinkles, cushion settling, foam softening, feather migration, fabric or leather stretching, natural material variation, sunlight, fading, moisture, heat, outdoor exposure, pets, children, spills, stains, smoke, odors, misuse, excessive or abnormal load, moving damage, improper cleaning, failure to follow care instructions, customer-supplied materials, manufacturer defects, preexisting conditions, concealed structural weakness, or work altered by another person. Aftermarket Fabric Treatments
Disclaimer: Applying third-party stain protection, soil retardants, flame-retardant sprays, waterproofing agents, or aftermarket chemical treatments after delivery immediately voids all material warranties provided by the Business.
The Business is not liable for discoloration, fabric shrinkage, stiffness, backing failure, or altered flammability characteristics resulting from post-delivery chemical applications.The Client is responsible for following material cleaning codes and written care instructions, rotating and fluffing reversible cushions when appropriate, protecting materials from excessive sunlight and moisture, and obtaining professional cleaning suitable for the selected material. A third-party repair does not automatically void every warranty right, but the Business is not responsible for the third party's work or for conditions made harder to inspect or repair by unauthorized alteration
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Each party is responsible for loss caused by that party's breach, negligence, misrepresentation, or unlawful conduct.
The Business is not responsible for damage caused by preexisting conditions, latent age-related weakness, Client-supplied materials, incorrect Client instructions, third-party carriers selected by the Client, or events outside reasonable control, except to the extent the Business fails to exercise reasonable care or applicable law provides otherwise. Nothing in the Agreement releases either party from responsibility for fraud, willful injury, violation of law, grossly improper conduct, or another obligation that cannot legally be waived. No clause should be interpreted to eliminate an implied warranty or consumer remedy that California law makes nonwaivable.
The Agreement does not guarantee reimbursement by an insurer, designer, purchasing agent, employer, landlord, government program, or other third party.
The Client remains responsible for authorized charges unless the Business expressly agrees in writing to look solely to a third party for payment.
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The Client must disclose before material selection whether the completed item will be used in a restaurant, hotel, healthcare facility, school, public occupancy, rental property, office, government facility, vehicle, marine environment, outdoors, or another regulated or unusually demanding setting. Flammability & Code Compliance
Disclaimer: The Client is solely responsible for specifying and verifying that all Client-supplied or specified materials meet applicable local, state, and federal flammability and building safety codes (including California Technical Bulletin 117-2013, TB 133, NFPA 260, or ASTM E84 where applicable). The Business does not perform independent laboratory flammability testing and relies strictly on manufacturer specifications and Client disclosures.
The Client is responsible for providing project-specific specifications, designer instructions, purchase-order requirements, fire-performance criteria, test reports, certificates, accessibility requirements, cleaning protocols, and approval authority. The Business is responsible only for compliance requirements expressly included in the Project and legally applicable to the Business's work. Residential fabric or construction may be unsuitable for commercial, public, healthcare, or outdoor use. The Business may refuse a material or method that lacks required documentation or appears unsuitable for the disclosed use.
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The Client authorizes project communications through the email address, telephone number, text-message number, electronic-signature platform, or portal identified in the Estimate/Work Order. The Client will promptly update contact information and identify any person authorized to approve changes.
Electronic records and signatures may be used to form and modify the Agreement to the extent permitted by law. Approval of one Change Order does not authorize unrelated work. The Business may preserve emails, texts, signatures, timestamps, approval logs, photographs, and accepted document versions as Project records.
Automated delivery, read, or click data is evidence of transmission or interaction but does not conclusively prove that every term was understood. The Business should use clear notice, a direct link or attachment, and an affirmative acceptance step.
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The Client authorizes the Business to photograph, film, or document furniture items delivered for service before, during, and after production for quality control, internal documentation, and marketing purposes.
Automatic Social Media & Portfolio Authorization: Unless the Client explicitly opts out in writing prior to project completion, the Client grants the Business full permission to publish photographs and video footage of the completed furniture piece on the Business’s website, portfolio, advertising materials, and social media channels (including Instagram, Facebook, and promotional platforms) without royalty or prior approval.
Privacy Guarantee & Exclusions: Marketing photos will focus solely on the furniture or work completed. The Business will not publish the Client's full name, street address, personal identifiers, face, family members, or private home interior without separate written consent. Opting out of marketing publication will not affect the Project price, timeline, quality, or warranty.
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Before filing a lawsuit, the complaining party should give written notice describing the dispute, relevant Project number, requested resolution, and supporting information. The receiving party should respond within 10 business days or another reasonable period agreed by the parties.
The parties will make a good-faith effort to inspect, exchange information, and resolve the dispute. They may agree to nonbinding mediation in Alameda County, California. Mediation is not mandatory unless separately agreed after the dispute arises.
This section does not prevent either party from using small claims court, seeking urgent injunctive relief, preserving a statute of limitation, enforcing a lawful lien, responding to a government agency, or exercising a nonwaivable right. California law governs, and any court action may be filed in Alameda County when permitted by applicable jurisdiction and venue law.
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Entire agreement. The Agreement contains the complete Project agreement and supersedes prior inconsistent discussions or proposals concerning the same Project.
No waiver. A delay or failure to enforce a provision on one occasion does not waive future enforcement. A waiver must be clear and applies only to the matter stated.
Severability. If a provision is unlawful or unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining lawful provisions will continue.
Assignment. The Client may not assign ownership, payment, approval, or warranty obligations in a manner that materially increases the Business's burden without consent. The Business may use qualified employees and subcontractors while remaining responsible for its contractual obligations.
Headings. Headings are for convenience and do not narrow the text. Singular includes plural when context requires. "Including" means including without limitation.
Changes to these Terms. The Business may update website Terms prospectively. An update does not retroactively change an accepted Project without Client approval.