Terms & Conditions

Terms and Conditions: 1. All approved and paid orders are non-refundable and non-returnable unless otherwise agreed in writing. Orders cancelled prior to production may be subject to manufacturer cancellation fees, administrative costs, and any expenses incurred by Source Bay LLC in connection with the order. Orders cancelled after production has begun, materials have been ordered, or production capacity has been reserved are non-cancellable and non-refundable. Custom, made-to-order, or special-order products may not be cancelled once production has commenced. 2. Source Bay LLC acts solely as a procurement agent for the Buyer in sourcing, coordinating, and facilitating the purchase of furniture, fixtures, equipment, materials, and related goods from third-party manufacturers and suppliers. Buyer acknowledges that Source Bay LLC is not the manufacturer of the goods and does not manufacture the products being purchased. Products supplied are manufactured and sold by third-party vendors and are subject to the terms, conditions, and warranties of those manufacturers. 3. All orders require written approval of the quotation, estimate, or purchase order and approval of any applicable specifications, drawings, finish selections, measurements, or samples where applicable. Signed approval authorizes Source Bay LLC to place orders with manufacturers and suppliers on Buyer’s behalf. Once orders are placed with manufacturers, the order becomes binding and may not be cancelled or modified without manufacturer approval. 4. Changes requested after order placement may not be possible and may result in manufacturer change fees, restocking fees, administrative charges, additional freight costs, or schedule delays. Any requested changes must be approved in writing by Source Bay LLC and the manufacturer prior to implementation. Buyer agrees to pay all costs associated with such changes. 5. Payment Terms: Fifty percent (50%) deposit is required for all orders unless otherwise stated in writing. The remaining balance is due prior to shipment, delivery, or installation. Source Bay LLC reserves the right to withhold shipment, delivery, installation, or release of goods until all outstanding balances have been paid in full. Partial shipments may require proportional payment prior to release. 6. Procurement Services and Cancellation of Project: Buyer acknowledges that Source Bay LLC performs procurement services including sourcing products, coordinating manufacturers, reviewing specifications, preparing quotations, coordinating production, and managing logistics. If Buyer cancels a project or removes products from scope after procurement work has begun, Buyer agrees to pay for all work completed, any manufacturer cancellation charges, and any non-recoverable costs incurred by Source Bay LLC. Procurement service fees and deposits already paid are non-refundable once orders have been placed with manufacturers. 7. Production lead times begin once signed approval of the quotation or purchase order has been received and the required deposit has been paid. Lead times are estimates only and are subject to manufacturer production schedules, material availability, freight carrier schedules, international shipping conditions, customs clearance, port congestion, labor disruptions, and other factors beyond the control of Source Bay LLC. Source Bay LLC does not guarantee production or delivery dates. 8. Pricing and Tariffs: Quotations are valid for thirty (30) days unless otherwise stated. Pricing is based on manufacturer pricing, freight estimates, tariffs, duties, currency exchange rates, and material costs at the time of quotation. Pricing may be adjusted if manufacturer increases, tariffs, duties, freight cost increases, fuel surcharges, or currency fluctuations occur prior to order placement. Buyer agrees to pay any such increases required to complete the order. 9. Value Engineering and Substitutions: Source Bay LLC may recommend substitute products or materials of equal or comparable quality in order to address manufacturer availability, budget requirements, schedule considerations, or discontinuation of products. Buyer approval will be obtained prior to implementing substitutions whenever reasonably possible. Manufacturers may modify product components or materials due to availability or production requirements. 10. Shipping and Freight: Freight, delivery, warehousing, handling, and logistics charges are the responsibility of the Buyer unless specifically stated otherwise in writing. Freight estimates are based on current carrier rates and may change due to fuel surcharges, tariffs, port congestion, carrier adjustments, access requirements, liftgate needs, inside delivery requirements, or other delivery conditions. Source Bay LLC shall not be responsible for delays, damage, or losses occurring during transportation by third-party carriers. 11. Warehousing and Consolidation: If goods are shipped to a receiving warehouse, consolidation facility, or third-party logistics provider, Buyer acknowledges that such services may include receiving, inspection, storage, inventory management, and delivery coordination. Associated fees for receiving, storage, handling, insurance, palletizing, or redelivery may apply and are the responsibility of the Buyer unless otherwise stated in writing. 12. Storage and Delivery Delays: If Buyer is unable to accept delivery when products are ready for shipment, Source Bay LLC reserves the right to arrange storage and charge reasonable warehousing, handling, insurance, and redelivery fees until delivery can be completed. 13. Inspection and Damage Claims: Buyer must inspect all products upon delivery. Visible damage must be noted on the delivery receipt at the time of delivery. Claims for concealed damage must be reported in writing within five (5) business days of delivery. Failure to properly document damage with the carrier may limit the ability to recover freight claims. 14. Manufacturer Variations: Buyer acknowledges that variations in color, grain, texture, dye lot, pattern match, finish, and natural material characteristics may occur and are inherent to many manufactured or natural materials. Such variations are not considered defects and are not grounds for rejection. 15. Specifications and Compliance: Buyer is responsible for confirming that all specified products, materials, finishes, and construction methods comply with project specifications, brand standards, building codes, accessibility requirements, fire ratings, and any other applicable regulations. Source Bay LLC is not responsible for specification errors, omissions, or selections made by Buyer, designers, architects, consultants, or other third parties. 16. Site Conditions and Installation: Installation services assume the project site is clean, accessible, properly prepared, and ready for installation. Additional labor resulting from site conditions, construction delays, restricted access, coordination with other trades, or incomplete site readiness may result in additional charges. Source Bay LLC is not responsible for damage caused by other trades or site conditions beyond its control. 17. Title to Goods: Title to all goods remains with Source Bay LLC until payment has been received in full. Risk of loss transfers to Buyer upon delivery to the project site, receiving warehouse, or designated delivery location. 18. Warranty: All products are subject solely to the warranties provided by the respective manufacturers. Source Bay LLC will assist in coordinating warranty claims with the applicable manufacturer but does not provide independent product warranties unless specifically stated in writing. 19. Limitation of Liability: Buyer agrees that Source Bay LLC shall not be liable for any consequential, incidental, indirect, punitive, or special damages including but not limited to lost profits, loss of use, project delays, loss of revenue, hotel opening delays, business interruption, or contractor damages. Buyer’s sole remedy shall be limited to the repair or replacement of the defective product or the purchase price of the affected product, at the discretion of the manufacturer or Source Bay LLC. In no event shall Source Bay LLC’s liability exceed the amount paid by Buyer for the specific product giving rise to the claim. 20. Manufacturer Failure or Product Discontinuation: Buyer acknowledges that manufacturers may discontinue products, change materials, experience financial distress, or cease operations. In such circumstances Source Bay LLC shall not be responsible for manufacturer failure. Source Bay LLC will make commercially reasonable efforts to assist Buyer in sourcing comparable substitute products but shall not be liable for resulting delays or cost differences. 21. Project Delays: Source Bay LLC shall not be responsible for delays affecting construction schedules, project openings, contractor timelines, or project completion caused by manufacturer delays, shipping delays, freight congestion, customs clearance, or other circumstances beyond Source Bay LLC’s control. 22. Indemnification: Buyer agrees to indemnify, defend, and hold harmless Source Bay LLC and its officers, employees, and agents from any claims, damages, liabilities, losses, or expenses arising out of project design decisions, product specifications, site conditions, contractor actions, or use of products supplied through this procurement process. 23. Procurement Coordination: Source Bay LLC’s services may include sourcing products, coordinating orders, reviewing specifications, managing manufacturer communications, monitoring production schedules, coordinating logistics, and facilitating delivery. Buyer acknowledges that Source Bay LLC does not control manufacturer production processes or shipping carriers and cannot guarantee manufacturer performance. 24. Force Majeure: Source Bay LLC shall not be responsible for delays or failure to perform caused by events beyond its reasonable control including but not limited to acts of God, material shortages, labor disruptions, transportation delays, port congestion, customs delays, government actions, tariffs, strikes, pandemics, or other force majeure events. 25. Interest and Collection Costs: Interest at the rate of eighteen percent (18%) per annum, or the maximum amount allowed by law, will be charged on any overdue invoices. Buyer agrees to pay all reasonable collection costs, including attorney fees, court costs, and collection agency fees incurred by Source Bay LLC in collecting unpaid balances. 26. Entire Agreement: These terms and conditions represent the entire agreement between the parties and supersede any prior discussions, negotiations, or agreements, whether written or oral. Any modifications must be made in writing and signed by both parties. 27. Governing Law: These terms and conditions shall be governed by and interpreted under the laws of the State of Michigan. 28. Acceptance: Acceptance of this quotation, issuance of a purchase order, or payment of a deposit constitutes acceptance of these terms and conditions and forms a binding agreement between Buyer and Source Bay LLC.

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