Terms and Conditions for SPPMDA LLC DBA Perr Daht Window Fashions & Design
This document outlines the General Terms and Conditions of Sale and Service that govern all transactions between SPPMDA LLC DBA Perr Daht Window Fashions & Design (referred to herein as "Seller") and its clients (referred to herein as "Client"). These Terms are designed to establish clear expectations, define responsibilities, and provide a comprehensive legal framework for all product sales and service provisions.

I. Introduction and Acceptance of Terms

Purpose and Scope of these Terms and Conditions
These General Terms and Conditions of Sale and Service ("Terms") apply to all sales of goods and provision of services by the Seller. This document is intended to be attached to all quotations provided by the Seller and, once accepted by the Client, will form the binding agreement between the parties. It is explicitly stated that these Terms supersede any conflicting, contrary, or additional terms and conditions that may be present in any purchase order or other communication from the Client. Such conflicting terms will not be deemed accepted by the Seller unless and until the Seller expressly confirms its acceptance in writing.

Acceptance of Quotation and Formation of Contract
The formation of a binding contract between the Seller and the Client occurs upon the Client's acceptance of the Seller's quotation. This acceptance can be demonstrated through various actions, including but not limited to, signing and returning the Seller's quotation, sending a purchase order in response to the quotation, submitting instructions to the Seller to ship the product, or by accepting or making payment for the product or service.

II. Product and Order Specifications

Product Description, Suitability, and Client Selection
The Client bears the sole responsibility for all decisions concerning the selection, color, and style of the merchandise purchased. The Seller's obligation is strictly limited to providing the product precisely as specified in the accepted quotation. 

Dye Lot Variations and Natural Product Characteristics
All colors chosen for the merchandise are subject to inherent dye lot variation, a standard consideration for textile products. In addition to dye lot variations, the Client acknowledges and accepts specific characteristics and potential behaviors of the window treatments and fabrics supplied by the Seller. These include, but are not limited to:

• Shutters are known to prevent windows from being able to tilt inward, and some windows necessitate inward tilting for screen removal.

• All sheer, layered/banded/zebra, and roller/solar shades inherently feature side light gaps. This is due to the shade fabric being narrower than the tube it rolls onto, a design necessity to accommodate mounting brackets. Clients seeking total privacy or room darkness must account for these gaps.

• Fabric fraying is a natural occurrence associated with certain fabric types.

• Deflection, or sagging, may occur when a shade remains in a raised position for extended periods. For wider shades crafted from heavier fabrics, the metal tube may sag over time, making deflection more pronounced.

• For optimal performance and longevity, the Seller recommends that Clients exercise their window treatments multiple times per year.

Order Placement, Confirmation, and Acceptance by Seller
An order placed by a Client through a salesperson is explicitly subject to final acceptance by the Seller. This two-step process ensures that the Seller retains the ultimate right of approval before a legally binding contract is formed. No purchase order or verbal agreement will be binding on the Seller unless and until it is formally confirmed by the Seller in writing.

Cancellation Policy
Merchandise ordered by the Client cannot be canceled once production has commenced. It is generally understood that production of custom window treatments begins on the same day the order is placed. This strict cancellation policy is paramount for a business dealing in custom-made products. Unlike generic goods, custom window treatments are manufactured to specific client requirements and cannot be easily resold if an order is canceled. 

III. Pricing and Payment Terms

Quoted Prices and Applicable Taxes
The prices for goods and services are those explicitly set forth in the Seller's order confirmation or quotation. All stated prices are exclusive of, and the Client expressly agrees to pay, any and all applicable taxes, fees, duties, tariffs, and other charges imposed by any governmental authority (collectively referred to as "Taxes").

Payment Schedule and Methods
Any outstanding final payment, after accounting for any initial deposit, is due upon the Client's receipt and/or installation of the merchandise. 

Late Payments, Interest Charges, and Storage Fees
Failure by the Client to make the final payment upon receipt and/or installation of the merchandise will result in the application of storage charges. These charges will accrue at a rate of $1.00 per day per item. Additionally, a late charge will be applied to the past due amount. It is important to note that, in accordance with Michigan law (MCL 438.31), the maximum stipulated interest rate permissible in a written agreement is 7% per annum. Therefore, any late charge applied will be consistent with this statutory limit.

Returned Checks and Rejected Credit Card Payments
In the event that a check issued by the Client is returned or a credit card payment is rejected, the Client will be liable to SPPMDA LLC for the amount charged by the bank, in addition to a standard administrative fee of $50.00. Should a check "bounce" or a payment card issuer refuse to honor a previously authorized charge, the Seller reserves the right to suspend Services until payment is secured and to require immediate payment of the administrative fee plus the outstanding balance of the contract. It is expressly stated that the Client cannot settle amounts owed by writing "paid in full" or any similar message on their bill or check; such notations will not be legally binding or discharge the debt. The Seller will contact the Client regarding any payment issues, and the Client will be afforded 12 calendar days from the date of such contact to make payment in full of the balance owed. The Seller reserves the right to pursue all available legal remedies, including civil action and, where applicable, criminal prosecution, against any individual who refuses or fails to render full payment, in accordance with Michigan statutes governing insufficient funds checks (MCL 750.131).

IV. Delivery, Installation, and Inspection

Estimated Delivery Times and Potential Delays
The Seller will provide its best estimate of the delivery time for the order. However, it is understood that factory production schedules are subject to change without prior notice. Consequently, any stated delivery time is an estimate only, and the merchandise may not be available on the estimated date. The Seller is not liable for delays caused by manufacturers or other third parties that are beyond its reasonable control.

Client Inspection Upon Delivery and Claims for Damage
Clients are required to inspect the merchandise immediately upon delivery. Any claims for damage or defects that are apparent upon reasonable inspection must be made at the time of delivery and noted on the delivery receipt, or reported to the Seller within 24-48 hours of delivery. Failure to comply with this immediate inspection and reporting requirement may result in the waiver of such claims. 

Installation Services by SPPMDA LLC
SPPMDA LLC provides professional installation services for the purchased products. The specific details regarding the warranty for these installation services and any related exclusions are comprehensively outlined in the subsequent "Warranties and Limitations of Liability" section. This statement serves to clearly acknowledge the service component of the transaction, distinguishing it from the sale of the product itself.

V. Warranties and Limitations of Liability

Manufacturer's Lifetime Limited Warranty (Clarifying SPPMDA LLC's Role)
Products sold by SPPMDA LLC are covered by a Lifetime Limited Warranty, which is provided solely by the original manufacturer. This warranty is available directly from the manufacturer, and the Client should consult the manufacturer for its specific terms and conditions. SPPMDA LLC acts as a reseller and is not the warrantor of the products. Consequently, the Seller is not responsible for any warranty-related repairs or claims concerning defects in the product itself. Clients are directed to consult the manufacturer directly for all product warranty-related issues and agree to file any product warranty claim with the manufacturer based on the manufacturer's specified process. 

SPPMDA LLC's Limited Warranty for Installation Services
SPPMDA LLC warrants to the original consumer purchaser that installation services ("Services") performed by SPPMDA LLC or its subcontractors will be executed in a workmanlike manner and in accordance with applicable manufacturer specifications. This warranty extends for a period of one (1) year following the date on which the Services were originally performed. The Seller's sole obligation and the Client's exclusive remedy under this installation warranty are limited to the reinstallation, repair, or replacement of any products, parts, or components that were improperly measured and/or installed by SPPMDA LLC. Any removal and reinstallation of such products, parts, or components performed under this warranty will be conducted by SPPMDA LLC, and all repairs will be made with like or similar parts. This installation warranty is expressly conditioned upon the Client's full payment for the Services at issue. For warranty service related specifically to the installation, clients should contact SPPMDA LLC directly. 

Exclusions from Warranty Coverage
The warranties provided (both the manufacturer's product warranty and SPPMDA LLC's installation warranty, where applicable) do not cover any conditions or damages resulting from:

• Accidents, alterations, misuse, abuse, or exposure to the elements (e.g., sun fading, water damage).

• Normal wear and tear.

• Incorrect measurements performed by anyone other than SPPMDA LLC.

• Removal of the products or reinstallation in the same or another window or application, when such removal or reinstallation was performed by anyone other than SPPMDA LLC.

Service Fees for Post-Warranty Repairs and Reinstallations
Repairs and reinstallations are generally not covered by the manufacturer's product warranty. A fee will be charged for services provided to the Client after 60 days from the product purchase date, unless such services are specifically covered by SPPMDA LLC's one-year installation warranty. While SPPMDA LLC will provide service for any product that it has installed, the Client will be liable for any fees associated with the repair of the product that are not covered by the manufacturer's warranty. The Client retains the right to obtain warranty service directly from the Manufacturer for product-related issues, and the Client will be responsible for any associated fees for such repairs if they fall outside the manufacturer's warranty coverage.

Limitation of Liability for Incidental and Consequential Damages
THIS WARRANTY IS EXCLUSIVE AND IS PROVIDED IN LIEU OF ALL OTHER OBLIGATIONS, LIABILITIES, OR WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SPPMDA LLC DBA PERR DAHT WINDOW FASHIONS & DESIGN BE LIABLE OR RESPONSIBLE FOR INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE. THIS INCLUDES, BUT IS NOT LIMITED TO, BUSINESS INTERRUPTION COSTS, LOSS OF PROFIT, REMOVAL AND/OR REINSTALLATION COSTS (EXCEPT AS EXPRESSLY COVERED BY SPPMDA LLC'S INSTALLATION WARRANTY), REPROCUREMENT COSTS, LOSS OF DATA, INJURY TO PERSON OR PROPERTY, OR FOR ANY OTHER DIRECT OR INDIRECT DAMAGE, LOSS, COST, EXPENSE, OR FEE, REGARDLESS OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE). FURTHERMORE, SPPMDA LLC'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PRODUCTS AND/OR SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE PAID BY THE CLIENT FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO SUCH CLAIM.

VI. Security Interest

Grant of Security Interest in Merchandise
The Client grants SPPMDA LLC DBA Perr Daht Window Fashions & Design a security interest in the merchandise, including all products, parts, and components sold, to secure the Client’s obligation to pay the agreed purchase price in full. SPPMDA LLC will possess all of the rights and remedies of a secured party under the Uniform Commercial Code (UCC) as enacted in the State of Michigan. These rights include, but are not limited to, the right to repossess the merchandise upon the Client's default in payment.

VII. Client Acknowledgments and Product Expectations

Specific Window Treatment and Fabric Expectations
By accepting the quotation and these Terms, the Client specifically acknowledges and accepts the following inherent characteristics and expectations regarding window treatments and fabrics:

• Shutters may prevent windows from tilting inward, and some windows require tilting for screen removal.

• All sheer, layered/banded/zebra, and roller/solar shades have side light gaps because the shade fabric is not as wide as the tube it rolls up onto, a design necessity to accommodate the mounting brackets. If total privacy or room darkness is desired, these gaps must be considered.

• Fabric fraying is often a natural occurrence associated with certain fabrics.

• Deflection occurs when the shade is in a raised position for a long period of time; for wider shades with heavier fabrics, the metal tube may sag over time, and deflection may be more pronounced.

• The Seller recommends exercising window treatments multiple times per year for best results and longevity.

Acknowledgment of Risks in Shutter/Blind Removal and Re-installation
The Client understands and agrees that the removal of existing window coverings may result in damage, either to the walls or to the product itself. Such damage is often attributable to the nature of the existing installation and how it was originally performed. This damage may include, but is not limited to, drywall damage or removal, which could affect the paint and texture of the wall. The Client acknowledges that existing nails and screws have created holes in the products and walls to secure the prior installations, and SPPMDA LLC has no control over the condition or effect of these existing anchors during the removal process. SPPMDA LLC will exercise reasonable care and diligence to minimize damage during removal. 

Release of Liability for Pre-existing Conditions or Non-Negligent Damage during Removal/Re-installation
The Client hereby releases SPPMDA LLC DBA Perr Daht Window Fashions & Design from any obligation to repair damages such as drywall or painting, unless it is determined that such damage was caused by the gross negligence or willful misconduct of SPPMDA LLC. For re-installation services, the Client understands and agrees that SPPMDA LLC has installed the window coverings into the windows from which they were removed, with the understanding that the product may not return to precisely the same position or fit as prior to removal due to existing anchors or holes. The Client hereby releases SPPMDA LLC from any obligation to perform repairs on products or walls unless the Client has specifically requested SPPMDA LLC to perform such repairs (with the understanding that the Client is responsible for any costs incurred for these additional services), or unless it is determined that the damage was caused by the gross negligence or willful misconduct of SPPMDA LLC. 

VIII. Dispute Resolution and General Provisions

Governing Law (State of Michigan)
These Terms and Conditions, and any contract formed hereunder, shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. Specifying Michigan as the governing law is essential for legal certainty. It ensures that any disputes will be interpreted under a familiar legal framework for SPPMDA LLC, avoiding the complexities and costs associated with litigating under the laws of unfamiliar states. 

Collection of Fees and Expenses, including Attorney's Fees
The Client agrees to pay all of the Seller's reasonable fees and expenses, including reasonable attorney's fees and court costs, that the Seller incurs in enforcing its rights under these Terms. This includes, but is not limited to, collection actions for unpaid balances. This clause is enforceable in Michigan provided it is in writing and accepted by the Client.11 The attachment of these Terms to the quotation, and their acceptance by the Client, fulfills this requirement. 

Enforcement Actions for Non-Payment
In accordance with Michigan statute, SPPMDA LLC will pursue all available legal remedies, including civil action and, where applicable, criminal prosecution, against any individual who refuses or fails to render payment at the full balance due. 

Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other provision of these Terms. The remaining provisions shall continue in full force and effect. 

Entire Agreement
These Terms and Conditions, together with the accepted quotation, constitute the entire agreement between the Client and SPPMDA LLC DBA Perr Daht Window Fashions & Design with respect to the subject matter hereof. This document supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, pertaining to such subject matter. 

Waiver
No waiver by SPPMDA LLC DBA Perr Daht Window Fashions & Design of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by an authorized representative of SPPMDA LLC. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates as, or may be construed to be, a waiver thereof. Furthermore, any single or partial exercise of any right, remedy, power, or privilege hereunder shall not preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.