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US Terms and Conditions of Sale
Last updated August 1st, 2024
Welcome to BAITA-HOME !
By placing an Order with us via our Website or Order platform, you accept and agree to be bound by these general Terms and Conditions of Sale, our related Privacy Policy and such other Documentation, policies we notify you of from time to time, which together constitute the entire agreement between us. Nothing in these Terms and Conditions affects your statutory rights, either as a consumer, professional wholesale client or otherwise.
These Terms and Conditions of Sale (the “Terms”) shall therefore govern the sale of Products by us, Baita-Home, to you, the customer (hereinafter “you, “Client”, or “Customer” as defined below), via our Website, or other means to our Customer Service, and will form the basis of any contract of sale between us (“Contract”) regarding the sale of BAITA-HOME furniture and home décor Products, with accompanying accessories and/or instructions manual and/or any accompanying written materials provided by us (hereinafter the “Documentation”). It being understood and agreed that any terms and conditions expressed in the Documentation shall be an integral part of these Terms. Please read these Terms and Conditions carefully before placing your order as you will be deemed to be bound by them. BAITA-HOME reserves the right to modify these Terms at any time and at its sole discretion. The applicable version of these Terms shall be the latest updated version in effect on the date of the Customer’s Order. The Customer acknowledges having the capacity required to establish a contract and place an Order in the exclusive context of its individual capacity or professional activity, as the case may be for wholesale Customers. Therefore, if the Order is placed on behalf of a company or any other legal entity, the natural person placing the Order represents and warrants to BAITA-HOME to be duly authorized and entitled to bind said Customer entity under the present Terms. When applicable, the Customer shall be designated as said business entity and not its signing person or representative.
1. Definitions
1.1. “Business Days” means all days other than Saturdays, Sunday and US or French public holidays;
1.2. “Contract” means any contract between you and us for the sale and purchase of the Products, incorporating these Terms; for clarity purposes, each separate online or offline Order shall be treated as a distinct Contract.
1.3. “Documentation” means any and all instructions, technical data sheets assembly manuals, disclaimer and/or warranty notices, and/or or guidelines and recommendations issued by BAITA-HOME to the Customer from time to time in connection with the sale of any Products or services hereunder.
1.4. “Products” means the BAITA-HOME products listed on our Website and/our current furniture catalogue and agreed in the Contract to be supplied to you by us;
1.5. "Order” means your order for the Products as per clause 3;
1.6. “Terms” means the terms and conditions of sale as set out in this document;
1.7. “BAITA-HOME”, “us” “we” or “our” means Baita-Home LLC, a Florida Limited Liability Company with a registered address for the purposes of this Agreement at: 66 W Flagler St, Suite 900, Miami, FL 33130, USA;
1.8. "Website” means the Baita-Home websites: www.Baita-Home.us
1.9. “Client”, “Customer” “you” and "your” means the person or business entity who purchases the Products from us, whether said person or business entity is a retail or wholesale client, as listed in the Order form.
2. Application of Terms
2.1. These Terms apply to the Contract.
2.2. These Terms referred to on our Website and incorporated by reference in each single Order- in existence from time to time shall regulate the supply of Products by us to you. All other Customer’s or buyer’s terms, conditions or representations are excluded (except as implied by statute). If there is a conflict between these Terms and any document on our Website or elsewhere, these Terms shall prevail.
2.3. The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made by or given by or on behalf of us which is not set out in the Contract. Customer is required to respect the intended purpose of a Product and must use it in accordance with any information and guidance procured by BAITA-HOME, including in its Documentation.
2.4. Any descriptions or illustrations contained on the Website are produced for the sole purpose of giving an approximate idea of the Products and they do not form part of the Contract or have any contractual force.
2.5. We reserve the right to amend or change our Terms without notice to you in relation to future orders. You should ensure that before placing an order with us, you have read our current Terms which are always available on our Website and incorporated by reference in each single Order.
3. Formation of the Contract and Order Process
3.1. You can place an Order on our Website by adding Products to your basket and following the checkout process.
3.2. You are responsible for ensuring that your Order details are complete and accurate.
3.3. Retail clients should place an order by registering an account with us, to save their profile and benefit from updates and promotions. As the case may be, if you want to submit your order via our wholesale site/interface, you need to be a valid and accepted wholesale business – as per our Company’s wholesale account policy- and must be a registered user prior to processing your wholesale order. If you have not yet registered, please contact us to submit your information and related application. We reserve the right to deny access to any user and we also reserve the right to terminate accounts, remove or edit content or cancel orders at our discretion, but without charge to you. If you would like to be assisted, you may also call our Customer Service representative to register your account over the Phone.
3.4. Each Order for Products by you to us shall be deemed to be an offer by you to purchase Products subject to these Terms. Products available on order are either products in stock or pre-ordered products.
3.5. No Contract exists between you and us, for the sale of any Products until we have received and accepted your order and sent you confirmation in writing (“Order Confirmation”) to the email address you gave at the time of your Order. At the time of our acceptance, there is a legally binding Contract between us and payment shall be taken by the method offered by us and/or selected, if options are given, at the time of your Order prior to dispatch. The Order Confirmation will set out:
3.5.1. your Order number;
3.5.2. your billing address;
3.5.3. your delivery address;
3.5.4. target non-binding delivery date and, if applicable, time, delivery method you chose at the time of your Order;
3.5.5. as the case may be, any special instructions you requested at the time of your Order which have been accepted by us;
3.5.6. order summary (including a description of the Products, the total cost of the Products ordered (inclusive of Taxes, if any, and delivery charges); and
3.6. A further email may be sent to you when the Products are ready to be dispatched (“Dispatch Confirmation”). The Dispatch Confirmation includes a link to enable you to view and track your Order.
3.7. You cannot make amendments/changes to your Order after we have sent the Dispatch Confirmation. Note that any amendments/change to your Order may impact the price quoted, and the target delivery date and time. You may nevertheless process a new Order for additional Products.
3.8 The period of validity of our quotation shall be indicated in each quote and by default shall not exceed 30 Business Days. Upon expiration of the validity period, the quotation shall become null and void.
3.9 All Orders sent to us shall be deemed final and binding on the Customer, unless waved by us in writing but BAITA-HOME shall not be bound unless and until its has issued an Order Confirmation to Customer.
3.10 If the Customer places an Order with us without having fully paid any previous order(s) even though any invoice(s) has/have become due, BAITA-HOME reserves the right not to honor or to suspend such new Order and further reserve the right not to proceed with the delivery of the new Products, without any compensation due Customer for any reason whatsoever.
3.11 The Products appearing in our price lists, catalogues and advertisements in any form whatsoever, as well as those on display on our website, are presented for information purposes only and cannot be regarded as a binding offer or guaranty of availability. BAITA-HOME expressly reserves the right to modify or cancel/terminate any Product and/or related parts at any time, without notice without the Customer being able to claim any damages whatsoever. It is the Customer's responsibility to check with us in the first place whether the Products it intends to purchase still exist or have not been modified or discontinued.
4. Description and Price of the Products, Minimum Order value
4.1. The description of the Products will be as shown on our Website and/or our Catalogues at the time you place your Order. Wholesale prices are reserved to registered Wholesale Customers. All prices of the Products are listed in US Dollars, exclusive of applicable taxes and shipping or delivery costs. Applicable taxes, shipping and/or delivery cost will be calculated at checkout or on your Order Confirmation. Our shipping and delivery costs may change from time to time
4.2. Every effort is made to ensure that the prices of our Products shown on our Website (for retail clients) and/or last updated Wholesale price list on our Website our Catalogues (for Wholesale accounts only) are accurate at the time you place your Order. If an error is found, either before or at the time of our acceptance of your Order, we shall contact you either by telephone or by email using the telephone number or email address you provided to us at the time of your Order. You shall have the option to either re-confirm your Order at the correct price or to cancel your Order. We shall not process your Order until you have provided either verbal or written re-confirmation to us of your Order at the correct price.
4.3. The Products we supply incorporate proprietary and/or copyrighted designs and it is important that you follow the instructions and labels on the Products as to their use and installation.
4.4. The price of the Products and delivery charges shown on our Website or on the Order Confirmation are non-inclusive of Taxes, unless otherwise stated. Customer shall therefore be responsible to pay all taxes, fees or charges of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Customer and us. If BAITA-HOME is required to collect the foregoing, such amounts will be separately stated at check out for online sales or on the Order confirmation and/or related invoice, and must be paid by Customer unless Customer provides us with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.5. Pricing errors, out-of-stock and other errors may occasionally occur on our Website or Catalogue. We reserve the right to cancel any Orders containing pricing errors, out of stock errors or other errors at any time without further obligation to you, including after you have received a confirmation of your Order. Should this happen with your Order, we are very sorry for the inconvenience. Please contact us so we can try to figure out what happened and do our best to make sure it doesn’t happen again.
4.6. We have made every effort to ensure that the Products displayed on our Website or in our Catalogues and Brochures conform to the descriptions and photographs. The colors, specifications, dimensions and descriptions (please note all images are for illustration purposes only) of items are quoted as accurately as possible. The colors you see may depend on the resolution of your monitor and we cannot therefore guarantee that your monitor's display of any color will always reflect accurately the color of the Products delivered. We reserve the right from time to time to vary the dimensions, specifications, descriptions and quantities of items displayed without prior notice. Additionally, changes in the appearance or alterations of the Products’ coverings may occur, in particular as a result of prolonged or direct exposure to a source of light or heat, the action of unsuitable cleaning products, etc., and that it is the Customer’s responsibility to inform its own customers of this. BAITA-HOME cannot guarantee the colors of the delivered coverings (fabrics, leathers, etc.) compared to the colors of its samples, as these may vary according to the dye baths. Leather, a natural product, may have specific characteristics which are mentioned in the Documentation or technical data sheets corresponding to these Products.
4.7. The Products are intended for distribution, sale and marketing on the US territory only. Therefore BAITA-HOME disclaims and rejects any and all responsibility for any claim relating to the non-compliance of the Products with the laws, regulations and/or standards applicable in territories outside of the US market.
4.8. Wholesale Account Policy. First time Wholesale Clients need a minimum order value of $2,000.00.
5. Payment
5.1. Retail Clients. Payment for the Products and delivery charges can be made by any method shown on our Website at the time you place your Order. Preferred payment method is credit/debit card processing for retail clients.
5.2. For wholesale accounts, Payment may be made by ACH, wire transfer or Credit card at our sole discretion. For payment by credit card over $500.00, a convenience fee of 3% may apply to credit card payment by Wholesale accounts.
For wholesale and retail customers: The total amount of the order is payable in full in one or more instalments if the option is chosen by the Customer when placing the order on the Website. BAITA HOME may offer the Customer the option of paying in several instalments. Payment will not be considered final until all sums due have been received.
5.3. The price you pay for the Products shall be the price stated in the Order Confirmation.
5.4. Unless stated otherwise in your Order form, you will be charged for the Products either at the same time or after we have sent out the Order Confirmation.
5.5. No payment shall be deemed to have been received by us until we have received cleared funds for your total Order.
5.6. Unless agreed or provided otherwise in the Order form, all Payments are due in full upon receipt of the Order Confirmation and before any dispatch is made.
Specific Terms for Wholesale customers only (5.5 to 5.10):
5.8. Payment shall be made by debit/credit card, ACH or wire transfer using the wiring instructions provided by BAITA-HOME and/or appearing on the invoice.
5.9. In the event of a late payment, any payment received shall be charged first against accrued interest and indemnities and then to the principal invoice amount.
5.10. In case of non-payment or late payment on the due date of an invoice, all other pending invoices of a Customer, even those not yet due, may become due immediately, at the sole discretion of BAITA-HOME. Additionally, any returned/bounced check shall trigger a $150.00 administrative fee.
5.11. Past-due invoices may be subject to a monthly charge equal to the higher of one percent interest (1.50%) per month, or the highest rate of interest permitted by law, at the option of BAITA-HOME, with a minimum penalty of $150.00. If any invoice remains unpaid after Thirty (30) days from the due date, notwithstanding any agreement or course of dealing between BAITA-HOME and Customer, (i) all subsequent orders will be accepted only on a cash-with-order basis until satisfactory credit is re-established at BAITA-HOME’s sole discretion, and (ii) BAITA-HOME may suspend shipment of any Product ordered until all outstanding invoices are paid. All overdue accounts are also subject to collection charges, including without limitation, attorney’s fees and court costs.
5.12. Any unpaid balance by the customer authorizes BAITA-HOME to suspend, without prior notice and without notification, any delivery and/or subsequent service until full payment. The parties agree that the due and prompt payment of invoices is to be regarded as a material obligation on the part of the Customer. As the case may be, any applicable discounts provided by BAITA-HOME will also be automatically suspended
5.13. Invoices are validly issued to the address and/or email address provided by Customer. In the event of a change of address or contact, customer shall promptly notify in writing BAITA-HOME.
6. Delivery, Inspection by Customer, Title Reservation & Risk of Loss
6.1. We shall ensure that the Products are accompanied by a delivery note which may show:
6.1.1. the date of the Order;
6.1.2. your Order number;
6.1.3. your billing address;
6.1.4. your delivery address;
6.1.5. delivery date and delivery method you chose at time of your Order;
6.1.6. order summary (including a description of the Products, the total cost of the Products ordered (inclusive of Taxes) and delivery charges.
6.2. We reserve the right to change the foregoing process at any time prior to your Order Confirmation.
6.3. Any dates quoted for delivery are approximate only, and time of delivery is not of the essence. Any delay in delivery of the Products will not entitle you to terminate or rescind the Contract and request a refund unless such delay exceeds 180 Days from the date of the related Order. We shall not be liable for any delay in delivery or failure of delivery of the Products that is caused by an event or circumstance that is beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6.4. The Customer shall inspect the apparent condition of the Products upon their delivery. In the absence of legitimate reservations expressly provided in writing by Customer within twenty- four (24) hours of delivery, the Products delivered by BAITA-HOME or its designated carrier shall be deemed to conform in quantity and quality to the Order processed, subject to the limited warranty terms under Section 7.4. This twenty- four (24)–hour inspection period, time being of the essence, is material to us, and may under no circumstances be extended. In the event of missing Products or apparent defects, such as torn or opened packaging or damaged Product, the reservations formulated by the Customer must be complete, justified and as precise as possible. Proof of damaged or defective goods shall be provided by Customer, including by way of pictures or video taken if requested by us, which must be sent to us along with the written notice of reservations. In the case of missing Products, proof shall be provided by comparing the quantity of goods loaded with the quantity of goods delivered, as well as by the deterioration of any security seals observed at the time of delivery, as the case may be. No claim can be validly accepted in the event of non-compliance with these formalities and inspection process by the Customer. All Products must be returned by the Customer in their original packaging and with the associated accessories and documentation, subject to BAITA-HOME’s prior, express and written agreement. Only the carrier chosen ad approved by us is entitled to return the affected Products. Return or shipping costs shall be borne by us in the event of apparent defect, non-conforming Products or missing Products. BAITA-HOME undertakes to diligently replace, as soon as possible and at its own expense, the Products supplied whose non-conformity has been duly proven by the Customer, to the exclusion of any other compensation. Therefore, the Customer shall not be exempted, in part or in whole, from its obligation to pay for the Order. Furthermore, BAITA-HOME shall not be liable if the Products have been stored in conditions that do not guarantee their quality and integrity.
6.5. The risk in the Products shall pass to Customer on completion of delivery. Accordingly, immediately as of delivery of the Products, the Customer becomes the custodian and guardian of the Products and shall duly and fully insure the Products at its own expense for the benefit of BAITA-HOME, through an appropriate and reliable insurance policy, until full transfer of ownership per section 6.6. below, and shall provide proof thereof to BAITA-HOME upon delivery or at any time before upon request. Failing this, BAITA-HOME shall be entitled to delay delivery of the Products until such proof is provided. Should the insured Products suffer an accident, BAITA-HOME shall be subrogated to the Customer’s rights under the relevant insurance contract.
6.6. Title to the Products shall not pass until we have received payment in full in cleared funds. BAITA-HOME shall therefore retain all rights and title to the Products until full payment of the price by the Customer, in principal, interest and incidental amounts, even if Customer is subject to insolvency proceedings. In such case, the Customer shall inform any judicially appointed receiver of the existence of this clause. Any provision to the contrary shall be deemed void. Without prejudice to the foregoing principle, Customer’s failure to pay any of the installments agreed to with BAITA-HOME may result in BAITA-HOME’s right to Products return, covering any goods left in the Customer's possession, at the Customer's expense and risk, without prejudice to BAITA-HOME’s right to request the termination of the Order in progress or the underlying Contract. This claim may be exercised by BAITA-HOME, at its sole discretion, via simple email or mail notice sent to the address indicated on the purchase Order or, in the case of insolvency proceedings, to the judicial representative appointed by the competent court. The Products in the Customer's possession are conventionally presumed to be unpaid Products and the Supplier may take them back or claim them as compensation for any unpaid invoices, with an understanding form Customer, that any partial Payment already made, including any down payment, may be retained by BAITA-HOME as compensation for exercising its retention of title rights provided hereunder, without prejudice to any other actions or remedies. In light of the foregoing, until full payment has been made, the Customer shall refrain from pledging any Products sold by BAITA-HOME or using them as security or collateral in any transaction. The Customer undertakes to inform any third party, in particular in the event of seizure, of the fact that the Products still belong to BAITA-HOME, and to inform BAITA-HOME immediately of any such seizure or attempted collection, similar operation or event likely to infringe BAITA-HOME’s ownership rights. The Customer shall be entitled, in the normal course of its business, to resell the Products supplied, provided that in the event of such resale, the Customer undertakes to immediately. Resale authorization shall be automatically revoked in the event of insolvency proceedings. For clarity purposes, these provisions do not prevent the transfer to the Customer, immediately upon delivery, of the risk of loss and deterioration of the Products, as well as the damage they may cause, and this for the entire duration of the retention of ownership in favor of BAITA-HOME. Accordingly, the Customer shall pay the amount of the price of the Products in the event that the Products are lost by accident or otherwise.
6.7. BAITA-HOME will ship by the method it deems most advantageous using standard commercial packaging. Customer agrees to pay all transportation charges and costs associated with shipment of the Product, including any special or export packaging requested or required under the circumstances, as determined by BAITA-HOME. Applicable Incoterms shall be the one confirmed on the Order Confirmation.
6.8. BAITA-HOME will use commercially reasonable efforts to deliver the Products by the estimated delivery date, indicated on the Order confirmation, which is given for information purposes only, if any; however, shipment of Products is subject to availability, and BAITA-HOME EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES.
6.9. The receipt of the Product by the Customer shall be deemed approval of the actual delivery time. In the event of a late delivery, Customer may notify BAITA-HOME of same, by email or telephone. If no delivery has occurred within 180 Days past that original target delivery date, Customer’s sole recourse may then to notify BAITA-HOME that the Contract and related Order is canceled and terminated, effective immediately upon receipt of that termination notice, provided however that no Product has been prepared or shipped already by BAITA-HOME.
6.10. BAITA-HOME will always try to procure its best efforts to accommodate its Customers, but there may be some instances or situations where due to unforeseen circumstances, beyond BAITA-HOME’s control or because of an event of force majeure, BAITA-HOME may have to extend the delivery period, suspend its execution of the Order or terminate the Contract with the Customer, without any liability for any compensation in damages. BAITA-HOME will procure its best commercial efforts to diligently notify its Customers in all instances.
6.11. Delivery of the Products shall be deemed to have taken place on delivery of the Products to the address specified by you on the Order (“Delivery Address").
6.12. You must provide us with a Delivery Address (in addition to a billing address) at the time of your Order. The Order Confirmation shall prompt you to check that your Delivery Address is correct but it is your responsibility to check that the Products will be delivered to the correct address. You can amend the Delivery Address by contacting us either by telephone or by email from the time you place your Order until we have sent the Dispatch Confirmation. We reserve the right to charge additional delivery charges if you change your Delivery Address at short notice.
6.13. You or your representative may be required to sign for the Products on delivery. If there is no one at the Delivery Address when the delivery is attempted the delivery contractor will:
6.13.1. carry out any special instructions which you requested prior to us sending you the Dispatch Confirmation (e.g. leave the Products in a clear designated location or with a designated person); or
6.13.2. in the absence of you requesting any special delivery instructions prior to us sending you the Dispatch Confirmation, the delivery contractor shall leave a card at the Delivery Address stating that it has attempted delivery and we will attempt to reschedule delivery as soon as possible and practicable or attempt to pass the Products to a collection facility for you to collect/re-arrange delivery. Additional cost will be incurred.
6.14. If you give us specific delivery instructions in your Order (or prior to us sending you the Dispatch Confirmation) to leave the Products at a neighboring address or other place you nominate without obtaining a signature, the Products are delivered entirely at your own risk and we will not accept responsibility for any loss or damage suffered.
6.15. If you have not given us specific delivery instructions in your Order (or prior to us sending you the Dispatch Confirmation) and your Products are passed to a collection facility, it is your responsibility to arrange for collection or re-delivery. The Products will be entirely at your own risk and we will not accept responsibility for any loss or damage suffered.
6.16. In the event that you fail to promptly (within 10 Business Days) collect the Products from us after two delivery attempts, we reserve the right to dispose of the Products without any liability or notice to you.
6.17. If we fail to deliver the Products, our liability shall be limited to the costs and expenses prepaid to us by you as Customer. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by an event or circumstance beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
7. Disclaimer; Limitation of Liability; Indemnification
7.1. YOU EXPRESSLY AGREE THAT YOUR ORDER AND USE OF THE BAITA-HOME PRODUCTS, AND USE OF OUR RETAIL OR WHOLESALE PLATFORM IS ENTIRELY AT YOUR OWN RISK. THE BAITA-HOME SERVICE AND PRODUCTS, THE PLATFORM, AND ITS CONTENTS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BAITA-HOME DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR PRODUCTS, WITH RESPECT TO THE BAITA-HOME PRODUCTS, THE PLATFORM, OR ITS CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH YOUR ORDER; BAITA-HOME MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, ACCURACY, CONTENT, OR OTHERWISE OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE PLATFORM OR THE BAITA-HOME SERVICES. BAITA-HOME DOES NOT WARRANT THAT THE PURCHASING FUNCTIONS PROVIDED BY THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SHOPPING PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
7.2. NEITHER BAITA-HOME NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, JOINT VENTURE PARTIES, INDEPENDENT CONTRACTORS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, THE "BAITA-HOME PARTIES") SHALL BE LIABLE, IN CONTRACT OR IN TORT, FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, UNFORESEEABLE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH YOUR ORDER OF PRODUCTS OR YOUR USE OF, OR THE INABILITY TO USE, THE WEBSITE, SHOPPING PLATFORM, THE BAITA-HOME SERVICE. OUR LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS NON-CONFORMING. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE BAITA-HOME SERVICE AND TO TERMINATE THIS AGREEMENT, WITH AN UNDERSTANDING THAT BAITA-HOME MAXIMUM LIABILITY UNDER ANY CONTRACT AND/OR ORDER SHALL BE LIMITED AND CAPPED AT THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR SUCH CONTRACT AND/OR ORDER. ADDITIONALLY, BAITA-HOME RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR SPECIAL DAMAGES OR OF CERTAIN IMPLIED WARRANTIES OF MERCHANTABILITY, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
7.3. You agree to defend, indemnify, and hold the BAITA-HOME Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, settlements and expenses, including attorney's fees, accounting fees, and costs, arising in connection with, resulting from, or alleged to result from, your use of our service, order of our Products, or violation of this Agreement by you or through use of your account.
7.4. LIMITED WARRANTY
Notwithstanding anything to the contrary in these terms and conditions of sale, the terms of this limited Warranty under Section 7.4 shall apply:
7.4.1. BY ORDERING, PURCHASING OR USING THE BAITA-HOME PRODUCTS, CUSTOMER IS AGREEING TO BE BOUND BY THE TERMS OF THE FOLLOWING LIMITED WARRANTY.
7.4.2. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. OTHER THAN AS PERMITTED BY LAW, BAITA-HOME DOES NOT INTEND TO EXCLUDE, LIMIT OR SUSPEND OTHER RIGHTS CUSTOMER MAY HAVE, INCLUDING THOSE THAT MAY ARISE FROM THE NONCONFORMITY PRODUCTS.
7.4.3. BAITA-HOME warrants the Products against apparent and latent defects in materials and workmanship when used normally, in conformity with these terms and in accordance with the BAITA-HOME Documentation for a limited period of thirty (30) calendar days from the date of actual Delivery of the Product to Customer ("Warranty Period").
7.4.4. Optional Extended Limited Warranty. In the purchase Order, Customer may be given the option by BAITA-HOME to subscribe to a longer warranty coverage at the applicable price set forth in said purchase Order, which may change from time to time. Therefore, in the event Customer decides to extend the term of said Warranty Period, then the Warranty Period as used in these Warranty terms shall be understood as the chosen and paid for period from the date of delivery of the Product to Customer.
7.4.5. During the applicable Warranty Period, the BAITA-HOME Limited Warranty shall be limited to the following procedure and services:
(i) Within Eight (8) Business Days from the date an incident or damage occurs, time being of the essence, Customer shall contact BAITA-HOME (via the dedicated Telephone Number or email provided and indicated on the Order or on BAITA-HOME’s website) on business days (Monday to Friday), during working hours in the US (9:00 AM to 5:00PM), except French and US Holidays; BAITA-HOME shall first assist the Customer with a diagnosis and identification of the nature of issue regarding the defective Product, if any.
(ii) After BAITA-HOME shall have diagnosed and established that the issue described by Customer regarding the Product is actually covered by this BAITA-HOME Limited Warranty, then BAITA-HOME, at its expense, may either (a) replace the defective or used part of the Product with a new one, or (b) replace the entire defective Product with a new Product; without any other compensation to Customer.
7.4.6. LIMITED WARRANTY LIMITATIONS SUBJECT TO APPLICABLE U.S. CONSUMER LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS WARRANTY AND THE REMEDIES SET FORTH IN THIS SECTION 7.4 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. BAITA-HOME DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LAW. IN SO FAR AS SUCH WARRANTIES CANNOT BE DISCLAIMED, BAITA-HOME LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION AND WARRANTY PERIOD OF THIS EXPRESS LIMITED WARRANTY AND, AT BAITA-HOME'S OPTION, THE REPAIR OR REPLACEMENT SERVICES DESCRIBED HEREIN. SOME STATES OR JURISDICTION DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO CUSTOMER.
7.4.7. WARRANTY EXCLUSIONS. There may be instance where the BAITA-HOME Limited Warranty shall not apply or where BAITA-HOME may decline coverage:
(i) to consumable parts, such as protective coatings or Furniture Products covers, that are designed to diminish over time, or cosmetic damages (normal wear and tear or otherwise due to the normal aging or used of the Product), including but not limited to scratches and dents unless failure has occurred due to a defect in materials or workmanship;
(ii) to Product damage caused by a negligent Product use, abuse, misuse (misuse shall mean any use not respecting the Documentation), fire, accident or other external cause;
(iii) to Product when the Limited Warranty has been exercised by Customer after the Eight (8) Business Day mandatory notice period, from the date an incident, failure or malfunction occurs, time being of the essence;
(iv) to Product damage caused by a relocation or transportation or Product that have been resold to a third party;
(v) to Product that have not been paid entirely for and/or to Product whose Customer is in breach of any of the terms and conditions of this Agreement, including but not limited to a default of payment;
(vi) Product whose servicing or maintenance was not authorized or handled by BAITA-HOME or handled by third parties not approved by BAITA-HOME;
(vii) Product whose usage is not in accordance and in strict compliance with BAITA-HOME instructions and/or Documentation;
7.4.8. For any reason whatsoever and as the case may be, if after due examination of an alleged defective Product, BAITA-HOME concludes that the so-called issue, damage or malfunction of a Product results from one or more of the Warranty Exclusions, as listed in these Warranty terms, then BAITA-HOME may decide not to proceed with the remedies provided hereunder.
7.4.9. Product Return Procedure. Customer may return the Product or defective parts for warranty repair or return only if instructed by BAITA-HOME. Before returning any of the foregoing for repair, Customer shall notify and seek consent from BAITA-HOME. Returns for repair should be accompanied by photos showing the defect to which the complaint relates, a letter stating the nature of the problem, the Order number, if applicable the serial and/or model numbers of the Product and the Customer’s name, address, contact information, including its email and telephone number.
7.4.10. Warranty and Non-Warranty Costs. Unless stated or agreed otherwise, shipment costs for warranty repairs or replacements shall be paid by the Customer. Any Product that is not defective shall be returned to Customer at Customer’s expense, and testing and handling expense shall also be borne by Customer. Out-of-warranty repairs will be invoiced at the then-current BAITA-HOME hourly service rate plus the cost of needed parts. It being understood and agreed that BAITA-HOME may discontinue providing and supplying specific parts after two years from any Order. Notwithstanding anything in these Terms to the contrary, certain BAITA-HOME Products may be subject to their own further disclaimer of warranty terms, as indicated form time to time in the Documentation or in our Catalogue of Products. In this context, the terms and conditions provided under such specific further disclaimer and warranty shall prevail over the default provisions of these Terms.
8. Sales are Final.
8.1. All BAITA-HOME sales are final once Customer receives an Order Confirmation, unless provided otherwise herein or in the Order Confirmation.
9. Data protection, Privacy Policy, Proprietary Trademark
9.1. We shall process your personal information in accordance with applicable law and regulation and shall take all reasonable steps to ensure that the details of your Order and payment are secure, but unless we are negligent, we shall not be liable for any unauthorized access to information supplied by you.
9.2. We shall only use your personal information for the purpose of fulfilling your Order and improving our services to you by way of targeted communication, unless you agree otherwise.
9.3. We would like to notify you of Products and offers that may be of interest to you from time to time. To be added to our marketing database, you can either untick the box at checkout at the time of your Order or you can independently subscribe to our newsletter by using the sign up form which can be found on our Website. You can opt out, correct any information about you, or ask for information about you to be deleted, by giving written notice to us at the address or email address shown on our Website. As the case may be, opportunities may arise for you to subscribe to various marketing or messaging programs, entailing ongoing text or email alerts related to our businesses and affiliates. Consent for these subscriptions is voluntary and not tied to Product purchases, excluding the text subscription itself. Opt-out instructions, such as texting "STOP" to terminate a subscription, are outlined for each subscription in the related communication. Confirmation texts for opt-outs and non-marketing administrative or transactional messages will be sent. Recurring text message subscriptions may adhere to specified monthly message limits. Auto-renewal may apply unless otherwise stated during consent. The receipt of text or email messages is not contingent on a purchase, and no obligation to purchase exists. Acknowledgment is made that mobile text or email messages may be automated. By subscribing, you affirm you are 18 years or older or have parental consent. Carrier charges may apply, with carriers deducting fees from pre-paid amounts or data allowances for which you are responsible. Refer to your carrier for details. Premium rates, if applicable, for text messages will be detailed in the subscription consent. Our text messages are sponsored by us.
9.4. We believe that personal privacy issues are important, so we developed a Privacy Policy to explain how we collect, use and disclose information and content. The Privacy Policy forms part of our agreement with you and is incorporated in these Terms and Conditions of Sale by reference. For full details, please refer to our Privacy Policy located on our (Privacy Policy (baita-home.us)). You have the option to alter or cease receiving email marketing communications from us by following the guidelines in our promotional emails. This decision will not impact subsequent subscriptions. Specific email types may have opt-out limitations. We retain the right, as permitted by applicable law, to dispatch communications pertinent to your account or Service usage, including administrative and service announcements. Opting out of marketing communications will not affect the receipt of informational or transactional account messages.
9.5. Reserved Intellectual Property. You acknowledge and agree that we retain ownership of all intellectual property rights of any kind related to our Website, Products and services, including applicable copyrights, patents, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of these Terms and Conditions. “BAITA-HOME” as well as our Products names are proprietary and/or registered Trademarks of our Company. Other products and company names that may be mentioned on our Website or provided as part of our services and offer of Products, and said names may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you hereunder.
9.6. Reasonable use of Clients names by BAITA-HOME. You agree that, unless provided otherwise in writing prior to an Order confirmation is received, BAITA-HOME shall be authorized to reasonably publicize its collaboration and contractual relationship with you in order to promote the BAITA-HOME Products. Clients’ first name (only) or Company names (for Wholesale Customers) and feedback left on our Website or social media platforms, may for example appear in a marketing brochure or other advertising materials of BAITA-HOME. A Wholesale Client’s name shall not be treated as confidential in this context.
10. General Provisions.
10.1. Relationship of the Parties. Nothing contained in these Terms and Conditions shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any duty or obligation on behalf of the other party, other than as stated under the Contract or the Order.
10.2. Notices. Any notice or other communication required or permitted by these Terms and Conditions or by law to be served on or given to any party shall be in writing and shall be deemed served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service, (a) three days after deposit in the mail, postage prepaid, registered or certified, return receipt requested, or (b) the next business day following transmission by fax or e-mail, sent in each case to the addresses set forth in the Order or the address of the Customer on its online account with BAITA-HOME.
10.3. Assignment. The rights and obligations hereunder are personal to each customer. Customer shall therefore not assign or otherwise transfer any rights or delegate any duties hereunder without the prior written consent of BAITA-HOME. Any attempted assignment, transfer or delegation without such consent shall be null and void. BAITA-HOME remains free to assign any and all of tis rights hereunder to any affiliate, successor entity or third party.
10.4. Force Majeure. BAITA-HOME shall not be in breach of its obligations hereunder if performance of such obligations is prevented, delayed or made impracticable by any cause beyond the reasonable control of BAITA-HOME, including without limitation, acts or omissions of Customer, acts of God or government regulations, natural disasters or storms, fire, political strife, labor disputes, terrorism, failure or delay of transportation, default by suppliers or unavailability of parts or materials necessary to prepare and process the Order.
10.5. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Florida without regards to its conflict of laws provisions. Any dispute between the parties concerning these terms and conditions and/or any related Order or Contract shall be brought in the competent courts of the state of Florida, in Miami-Dade County. The provisions of the United Nations Convention on the International Sale of Goods (CISG) shall not apply to the present terms and conditions.
10.6. Attorney’s Fees. If any litigation is brought to enforce the rights of a party hereunder, the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.
10.7. Interpretation. The titles of the Sections and Clauses of these Terms and Conditions are for convenience only and shall not affect the interpretation or construction of any Section.
10.8. Waiver. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. A waiver of any of the terms, or any breach or default hereunder, shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or default, whether or not of the same or similar nature.
10.9. Entire Agreement; Severability; Modification. These Terms and Conditions represent the entire agreement between BAITA-HOME and Customer as parties with respect to the subject matter hereof and all other understandings and agreements relating thereto, whether written or oral, including but not limited to all requests for proposal, proposals, payments or other forms, are nullified and superseded hereby. Whenever possible, each provision shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereunder is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Terms and Conditions. These Terms and Conditions may be modified, amended, or supplemented from time to time by BAITA-HOME, at its sole discretion. Electronic signatures shall be valid, including electronic acceptance of an Order and the present Terms and Conditions of Sale.
10.10. Contact Information. Any questions or notices to be made in connection with these Terms, shall be addressed to customer-service@baita-home.com.
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Last Updated August 1st, 2024