RESIDENTIAL INTERIOR DESIGN, FURNITURE AND SUPPLY CONTRACT

Date of Contract: XX/XX/2020

Project Name:

Party A

Party B:

Date Site is Available to Enter: Site not Yet Constructed

Representatives of Party A which will have access to the site at all

times during the duration of the build:

 Mr.Antonio De Torres – Designer / Co -Founder

 Mr. Ly Gia Nghia – Director & Procurement Director / Co -
Founder
 Mr. Khoa – Tech Sketch CAD Designer
 Mr. Minh – Technical Illustrator

Nature of Contract:

This Contract is a binding legal contract between Party A and

Party B as mentioned above with respect to interior design
services , furniture supply, supplier nominations, consulting,
staging, and all other functions associated with the classical
descriptions of an interior decorator to be rendered for the full
project Address xxx xxx in Ho Chi Minh City which shall
commence the project design on XX date.
The Interior Design and loose fitting supply company here in
called ( Party A ) and the Client ( Party B ) agree to the terms
and conditions as follow inside of this contract. Any other issues
which may arise outside this contract shall have no legal binding
consideration. Only matters which are mentioned herein this
contract shall have any bonded legal value. If there are additional
subjects which may be required to be added to the contract
during the duration of this contract, an annex agreement will
need to be signed separately and then inserted into the body of
this contract in order to make this enforceable and binding by
both parties.

Party A Responsibilities:

The Design and furniture supply firm, herein after called Party A,
shall develop and design interior design concepts for furnishing
specifications, furniture flow and usage layout, speculative
lighting plans, interior color & material speculations, that may
include fabrics and pattern selections for all parts of the interior
project, loose lighting concepts, flooring concepts and material
selections and nominations, loose furniture design, bathrooms
and window treatment design, bedrooms, dining room, staircase,
speculative A/C duct placements, loose furnishings, and kitchen
design.

Party A’s services do not include contractor services such as

landscape installation or any and all architecture building. It is
the Responsibility of Party A too nominate their certified
contractors to construct the components as per the designers
speculations and offer quotations to Party B et al the client.
Party A shall work directly with Party B’s Architect or builder to
produce the project accordingly. Party A shall consult other
professionals such as lighting consultants, landscape architects,
building architects, and other professionals to aid in the execution
of the actual site in conjunction with Party B. The Client, herein
after called Party B acknowledges that project deadlines are
subject to the vagaries of the marketplace and the performance
of the third parties.
Special Notes:

* Lighting Plan for down lighting, up lighting and spot lights, will
be installed and executed by the nominated lighting contractor.
Party A here in this contract is contracted too only design and
speculate the pre plan A/C layout. If at the time of the A/C
contractors renderings of the final plan there are any set up costs
or installation fees from the lighting contractor that will need to
be included on the quotation from the lighting contractor to Party
B. An interior design nomination and sourcing fee of 15% from
Party A will be added to the final invoice form the lighting
contractor.

* Kitchen Design = Party A will design the complete layout of the

kitchen and nominate all of the components and the kitchen build
contractor. All kitchen appliances nominated by Party A and
approved for purchase from Party B will have an interior designer
sourcing and nomination fee of 15% which will be added to the
components retail price. All installation and transportation will be
handled by the contractor or the supplier of the components.
Party A handles no logistics or installation from their side unless
it is a La Cornue kitchen product.

* Speculative Air Conditioning duct placements = Party A will

graphically render the design all the placement suggestion
throughout the house/ apartment / penthouse or office. However,
the final supplier of the A/C system will need to take Party A’s
CADS. Party B’s builders CADS and produce all the technical
maps, wires, and running lanes of wires and pipes on how to flow
the central A/C system which is feasible per the budget of Party B
and is workable to build from the Architect / Builder. In final, Party
A’s designs for this feature will be suggestive not final. This will
need to be decided by Party B’s builder and the contractor on
the best way to install the system. If some revision is required to
be made to the design, Party A will be happy to rectify the tech
documents based on the builders and contractors
recommendations.
Designer Firm Party A’s Scope:

1.  Meet with Owners/Investors to gather all necessary data on

tastes of each individuals room and style to incorporate into the
design of the home interior in order to present the mood boards.
2. Execute the design concept of the Floor Plan of the Entire
Home Interior. That includes ( Foyer, Living Rooms, Family
Rooms, Dining Room, Kitchen, Common Areas, Bedrooms, Master
Bedrooms, Bathrooms, Lift Interior Design & Stair Case )
3.  Interior Décor Staging plan (Foyer, Living Rooms, Family
Rooms, Dining Room, Kitchen, Common Areas, Bedrooms, Master
Bedrooms, Bathrooms, Lift Interior Design & Stair Case )
4.  Staging Plan and Design of all loose furniture, artworks,
Movable Fixtures, and small Knick-knack décor works and table
top details.
5.  Pre-Lighting Plan Speculative Design Interior ( Exterior Ad Hoc )
6.  Kitchen: Design and build nomination + Appliance Selection
Nomination
7.  Window Treatments and fittings / Design & product nomination
8.  Exterior Landscape & Facade Design only( Ad Hoc )
9.  Interior Doors / hardware / sinks / Design Only and Product
nominations
10. Stones, Marbles, Tiles, Woods, Flooring or accent interior
materials, Part A will nominate the builders, installers and
suppliers for these .
11. Nominate all bathroom appliances. Faucets, fixtures, tubs,
shower nozzles handles etc

Party A’s Designs will be published and released in the following

method:

1. 2D & 3D visual illustration in the first meetings shall be

presented on digital screen of concept and dimensional
layout. These need to be reviewed and agreed on by Party B
to in order to move to the next step of 3D illustration.
 2. After the designs are approved for loose furniture, flooring,
building plan, frames, window facades etc., all designs will
be illustrated with specs and dimensions for final
construction of the site and of the components in order that
the contracts can follow the design.
3. Final delivery of the Project Plan 3d illustrations, Technical
Documents Specification Work-Book and the Virtual CADS. 2
Sets of books + a digital file of the CAD will be given to
architects and 3rd party builders which may require them.

Design Approval Guidelines:

 
1. Party B shall appoint 1 key person to have all or partial
authority to approve or disapprove all designs and concepts
after the contract has been signed. A detailed explanation
of what these parties or persons can and cannot approve will
be clearly put inside this contract if any.

2. Party B shall be the sole approver of such designs and

projects directly to Party A. However, if Party B has any
additional parties that will have partial or full authority in any
of the approval processes in relationship to design, layout,
furnishings, furniture, appliances, budget, biddings, time
lines and settings, Party A requires those additional parties
names mentioned here on the contract as a project approval
authority figure. In addition, if there are any additional
parties involved in the design approval process or critique,
they must be present in all design meetings. Party A will not
accept late arrivals of approval parties after the initial
meeting segments and designs have commenced. If there
are no additional approval person(s) or party(s), we will note
that here inside the contract that there are no additional
parties who will be involved within this process .

3. Party A will not accept any changes or amendments to the

designs from any party that is not mentioned here in the
contract.
 4. Party A shall provide a mood board presentation with Color
Schemes and pallets before the 3D design commences.

5. Inside Mood Board presentation, Party B will then decide

which color palettes and moods to use for the entire 3D
production of this project.

6. Once color tones are approved and signed off on, color
pallets cannot be changed for the designs. If Party B is
insistent that colors must be modified after approval, Party A
will have to bill out man hours to re design and re illustrate
the rendering.

7. Party A allows a total of 2 minor revisions for the site

project. Anything more than 2 revisions shall incur an ad
hoc cost associated with each design change. Any major
revision we will only allow a 1-time major revision change.
Any other Major change will be billed out for the recreation
of the items requested to be rectified.

FAQ’s

What constitutes a minor revision? For example, a minor revision

is a color tone change, a small change in details like trims,
furniture pcs, flooring, lighting options, and some staging
movements, artwork movement etc.

What constitutes a Major revision? A major revision is a complete

style and mood board change away from the original concept,
moving rooms from original locations to other location, or a total
change of project concept and plan.

Bonded Fee:

1. Upon signing this contract, Party A shall receive a non-

refundable initial advance of -----------which constitutes the
 minimum due to Party A to render the Services for this
project to commence.

Total Bond due Start Up ( ----------- )

Price Excludes VAT. If Party B requires VAT invoices, we will need

to add 10% VAT too all invoices from start of the contract to the
completion of the contract.

Bank Remittance Detail:

Company Name : XXX

Account # XXX
Vietin Bank – Branch : XXXX

Renderings, Technical Drawings & CADS:

1. Party A’s 3D drawings are conceptual in nature and are

intended to set forth design intent; they are not to be used
for architectural or engineering purposes.
2. Party A’s rendering services do not include modifications to
structural, heating, air conditioning, plumbing, electrical,
ventilation or other mechanical systems in the build project.
Party A shall be held harmless for relying on the accuracy of
information provided by Party B’s Builder.  
3. Project drawings and technical documents cannot be used by
Party B for any purpose other than completion of this Project
by Party A as laid out in this agreement.
4. All 3D Drawings, technical drawings and CADS, shall not be
shared with any 3rd party unless approved by Party A
beforehand in order to keep Party A’s Design IP and integrity
of the brand intact.

SECTION A:

Furniture design, furniture and material supply, sell &

nomination
1. Party B is required to give Party A the project budget up
front in the following way:

a. The Budget for loose furniture supply kit. There should

be 1 Budget for the build of the house and a separated
budget for loose fits. Party A will then design and
make the interior renderings based on the budget it has
been presented. If the numbers are not workable, or
feasible, Party A will then need to discuss and advise
Party B of the shortcomings and find an equitable way
to proceed.

b. Party A will design all the entire interior site

using our nominated makers and nominated
suppliers, Party B must sign the commitment
contract in writing that Party A will supply all of
the loose furniture for the project with the entire
budget of XXX VND. When Party B signs the
contract for Line B, Party A will credit the bond
for XXXX against loose fit and or other
purchases.

c. Party A will commence this project once the bond has

been remitted and the Fit out Supply Kit commitments
have been agreed too and signed off on.

d. Note: ** If Party B decides to go with Section A’s terms,

and has already signed the contract, then later for any
unknown or uncertain reason during the project decides
not to continue or cancels the orders, a penalty to Party
B will be incurred of 20% of the full value of the loose fit
contract. Any unpaid balances that have commenced
production to Party A’s suppliers will need to be paid in
full to settle the suppliers outstanding goods, on top of
the cancellation penalty. Once the 20% is remitted and
balances are cleared to suppliers, Party A will then turn
 over the designs and CADS to the owner and any
purchase of products paid for in order that they can
supply the goods to Party B.

2. Party A will create and design and or source all of the

projects loose fitting such as beds, sofas, chairs, cabinets,
side boards, tables, coffee tables, side wall fixtures, end
tables, closets, dressers, side boards, outdoor furniture and
equipment, fireplaces, fire pits, accessorries, loose lighting
fixtures such as sconces, pendants, chandeliers, décor pcs
such as table décor, books, balls, boxes, bowl, figures,
statues, décor accents such as artifacts, brass décor,
porcelain pots, glass jars, vases ceramics, artwork such as
Fine Art, Replica Art, Design Art for walls, Standing Art,
Bronze Art, Marble Statues etc, appliances for kitchen such
as ranges, oven, cooker, hood, microwave, refrigerator,
dishwasher, house windows and doors, rolling and or sliding
wall doors, window shades, smart home technology, up
light, spot light and down light fixtures, area rugs, faucets,
shower faucets, flooring materials such as wood flooring,
marbles & stones, ceramic tiles, mosaics, tubs, showers and
bathtubs, counter top materials, wall papers and any other
accents pertaining to the design of the interior project.

3. Party A will offer all product prices as LDP or Landed + Duty

+ Freight Paid in. Party B is to understands that they are
receiving all of the goods Landed to their door. As for
reasons, Party A may be nominating goods overseas and
therefore are required to deliver directly to Party B’s Project.
There will be no extra hidden fees or costs or duty applied to
the cost of the goods once we quote the final price. Party A
only works in this way there are no other options on this
method. ** Note for any brand name goods or sourced
branded goods, an interior decorator fee of 15% will be
added to all LDP prices of those goods. Party A will show
brand names, model numbers or codes and the invoice to
the client to verify and pay on. All payments for overseas
 vendors shall remitted by Party A. Which means Party B will
pay to Party A, to handle all importation of those said
products.

4. Extra Installation costs for products such as stoves, oven

ranges, CCTV and or any tech products will be billed
separately by the contractor or supplier if there are any
extra costs that need to be applied. Normally Party A likes to
quote all goods installed by the supplier or contractor.
However, there may be special cases where the supplier
cannot install or cannot deliver the goods in which that will
need to be billed to party B. We will notify Party B in
advance If there are any technical issues which arise.

5. In the case Party B wants to use any of their old or other

furniture, art, fixtures etc., the owner is required to present
all of them up front before the design process has begun, as
we will need to use some of these designs in advance in the
design layout and plan. Party A will not accept additional add
on designs during the process of the design phase. If any
additional furnitures or designs are added from the owner
after we start design of the home, additional fees will be
added to recreate and re render the design illustration.

6. Since Party A is designing using all of their pre-certified

suppliers from all over the world and Vietnam, Party A will
supply the client with the following information about the
product.

a. If the products come from a world famous brand, Party

A will inform the client of this. For example, Loro Piana
Home collection, Armani Casa, Versace Home, Fendi
Home etc. We will provide images and or catalogs with
this product code number that we are intending to use
if Party A decides to use them. Normally for all Luxury
furniture nominations from overseas or Domestic
 Brands, Party A charges a 15% interior decorator fee
on top of the LDP price.

b. For all other furniture made locally or regionally,

including artwork, décor, lighting and loosing fittings,
Party A is only required to supply the image rendering,
original material sample quality and color sample
quality. Since we are working directly with many
manufacturers worldwide and domestically, these are
Party A’s branded trade contacts and sources.

c. Payment for all furniture, fixtures, branded furniture

decor accessories, artwork, all of the items as
mentioned in line #2 above, is a 70% in advance TT
and 30% TT prior to goods being completed and ready
for export at the origin site. In case some suppliers are
requiring to pay 100% up front for some of the items,
we will advise Party B which products those are, and
they will need to be paid 100% in advance before the
factory agrees to produce the product for Party A. In
case of working with Italy, France and the UK this is
very common. For final payments, Party A will notify
the client 15 – 30 days prior to ready ship date in order
so that Party B remits the payment before the supplier
export all of the goods from their origin into Vietnam.
Goods will not export the origins until all of the funds
have been remitted to the nominated supplier. All
overseas exporters do not accept any terms COD, or
other. ** Note, any goods that are imported from
another country in which Vietnam houses no
representative office, or repair service centers,
warranties are void once they are exported out of
the origin. Party A holds no liability or insurance
for the supplier or brand not being able to
maintenance repair or replace the goods once
they are exported from the origin. For goods that
are being exported Party A asking the supplier to
enclose full photos of the products, the shipping
 cartons, crates or boxes and the forwarder also to do an
inspection. At the request of Party B, we can also do a
3rd party physical inspection on Site at the origin by
SGS, to insure the product is free from defect and or
damage. Party B will be responsible for paying such 3 rd
party inspections at their request if needed.

d. Party A will deliver all of the goods to the project in

what we call white glove service installation. Our team
will install and set the staging of the house with the
head designer. Normal staging for a home can take up
to 1 or 2 weeks to stage depending on the size of the
project. Actual stage time depends if the furniture is all
available at 1 time or things are being dropped shipped
at different delivery windows.

Penalties, Terms, Conditions:

1. If Party A does not receive the deposits for Line #2 in

Section A on time, Party A has no recourse to Gty. on the
delivery of the project plan. Payment on time, means your
delivery of the project will have a better result.

2. Party A is nominating only Exclusive Branded furniture with

stamped logos marked on the furniture or electronic kitchen
appliances. If Party B decides to go directly to the source to
purchase, ask for quotations, or request the products directly
from Party A’s supplier nominations outside of the contract
agreement, the contract will be considered void and
cancelled. Party A will have no further responsibility to
finish or complete the project and will be considered an
immediate termination. Party B can decide at that juncture
to take over the project themselves or with another party
without any injury to Party A. All remaining debts and
balances of any outstanding invoices and fees will need to
be paid in before the handover of the project back to Party B.
See Contract Termination clause below.
Downlights / Exterior Lights

1. Down lights, spotlights, accent lighting that are built into the
structure of the interior project, will be Nominated by Party
A. After Party B approves the products and the price, Party A
will introduce Party B to work directly with the contractor /
installer on installation final costs and other set up costs . .

2. For exterior lighting, Party A will nominate hardware,

products, and offer quotes to Party B same as the above.
After party B has confirmed the quotes we will hand over the
supplier to work with the Builders and Party B directly.

Construction Permits:

 Party B is responsible for providing evidence and copies for

all building approvals and compliance required by any
governmental agency for our Teams to entire the site
without any conflict or problem.

Contract Termination or Project Termination:

1. Party A & Party B can terminate this agreement by notifying

the other party in writing 30 days prior to cancellation.
However, upon cancellation, Party B must understand that
they will be fully responsible for any outstanding
reimbursable charges, debts, open invoices, penalty fees,
design fees and hourly fees before handing over of any
documents, designs, CADS or any finished products.

2. All in-process proposals and orders will be completed by

Party A and delivered to Party B at hourly rate until hand off
is complete if Party B cancels the contract.
Limitation and Liability:

 Neither Party A’s Consultants, nor their agents or employees

shall be jointly or individually liable to Party B for an amount
in excess of the proceeds of the available professional
liability insurance coverage of the products ordered and
purchased.

Disputes:

1. All disputes arising from this Agreement shall be resolved by

binding private arbitration in Ho Chi Minh City with each
party to bear its own fees and costs. This agreement is
governed by Vietnamese Law and all contract in English and
Vietnamese language are valid terms of language validity to
contract and conduct business.

Terms:

 The parties agree that the terms of this Agreement may be

changed only in writing signed by both parties and that no
oral changes or waivers are permitted.

Have Fun:

Antonio De Torres Haute Interior Design strives for the most

comfortable, enjoyable, and transparent design experience
possible. We require open communication and honest feedback.

Publicity:

At the commencement of the project, Party A will pay for 2 signs

to be displayed with the Design firms company name initiating
the design of the interior and contact information. The sign shall
be placed at the front area of the property, and at the side area of
the property if Party B permits.

Photos and videos will be taken all throughout the project

matriculation. Party A will not post any address or house
numbers or village numbers on social media and or websites.
Photos before we publish any materials can be curated by Party
B before we use any of them for archive use or publicity.

At the conclusion of the project, Party A will hire a professional

photographer to come and shoot the property. Since Party A is
affiliated with many designer channels, Party A may opt in to
have the house reviewed by Elle Décor Home Magazine and or
international interior Décor Magazine for a designer client home
interview. We will discuss opportunities with Party B at a later
date after the project has been completed.

On the Behalf of Party A

On the behalf of Party B