DaVinci Spas Terms of Sale
Effective Date: January 1, 2025
Payment Terms
These terms and conditions apply to all orders accepted by DaVinci Spas and are incorporated into any related contract documents. DaVinci Spas is not bound by additional or differing terms proposed by the purchaser in any purchase order, confirmation, or acknowledgment.
Payment Policy:
- Unless otherwise agreed in writing, all orders are shipped on a prepaid basis. Payment must be received no later than twenty-one (21) days prior to the shipment date.
- Purchaser agrees to pay all amounts due as invoiced. Payments must be made to DaVinci Spas’ designated location in Delta County, Michigan.
- Late payments are subject to 1.5% per month simple interest, as permitted by applicable law.
- DaVinci Spas reserves the right to recover all costs associated with collection, including internal costs, external costs, and reasonable attorney’s fees.
- Purchaser agrees to comply with the provisions of any Security Agreements between DaVinci Spas and the purchaser, which are incorporated by reference.
- Any extension of payment terms must be documented in writing and signed by both parties.
Payment Disputes: Purchaser must notify DaVinci Spas in writing within ten (10) days of receipt of an invoice of any disputes regarding the amount due. Failure to do so constitutes acceptance of the invoice as accurate and due.
Cancellation Policy
- A 25% cancellation fee applies to all orders canceled after acceptance but prior to the start of fabrication. This fee is based on the full invoice value, excluding shipping and taxes.
- Orders cannot be canceled once fabrication has commenced. At this stage, all deposits become non-refundable.
Taxes
- Sales are exclusive of state, municipal, or other sales or use taxes, excise taxes, or transportation-related taxes.
- Any applicable taxes will be added to the purchase price and are the responsibility of the purchaser.
- If additional taxes are assessed after contract completion, the purchaser agrees to cooperate with DaVinci Spas and pay any such taxes or fees.
Shipment Departure and Freight
- Purchaser must provide required shipping information and final payment at least 21 calendar days prior to the scheduled shipment date unless otherwise specified in the contract.
- Purchaser agrees to accept the shipment within five (5) days of being notified that the product is ready for dispatch.
- If the shipment is delayed due to the purchaser’s actions or inactions, DaVinci Spas will charge a $500 minimum late fee plus an $80 per day non-prorated storage fee.
- All outstanding fees must be paid in full before rescheduling shipment.
Freight and Shipping Details:
- Freight and shipping charges are either collected or prepaid and billed back to the purchaser.
- Products are shipped FOB Destination for fabrications outside Michigan and FOB Origin for shipments within Michigan (originating from Delta County, Michigan).
- Import duties, export duties, and similar charges, including brokerage fees, are the responsibility of the purchaser.
- Carrier insurance covers up to $100,000 USD for cargo/replacement value. Additional insurance must be arranged and paid for by the purchaser.
Inspection Upon Delivery: Purchaser must inspect the product upon delivery and notify DaVinci Spas in writing of any defects or damages within five (5) calendar days. Failure to notify DaVinci Spas within this timeframe constitutes acceptance of the product as delivered.
Product Suitability
- DaVinci Spas products are designed to meet general code requirements; however, local codes and regulations vary.
- It is the purchaser’s responsibility to ensure that the product complies with all applicable local and national codes, including obtaining necessary permits and paying associated fees.
- DaVinci Spas is not liable for non-compliance with local building or inspection codes or for issues arising from improper installation or use.
Insurance Requirements
The purchaser agrees to maintain adequate insurance coverage for any liabilities arising from the installation, use, or operation of the product. Proof of insurance may be requested by DaVinci Spas prior to shipment.
Non-Delivery or Delay
DaVinci Spas is not liable for delays or non-delivery caused by acts of God, supply chain disruptions, labor shortages, or other conditions beyond its control. Such events include, but are not limited to, natural disasters, government actions, pandemics, or transport disruptions. The purchaser agrees that DaVinci Spas is not responsible for any consequences resulting from such delays.
Project Abandonment
DaVinci Spas retains the right to manage abandoned projects as follows:
- Projects with Deposits (Pre-Fabrication): If there is no customer communication for one (1) year, the project will be closed, and funds will be applied to a future project requiring updated pricing and a new contract.
- Partially Fabricated Projects with 50% Deposit: If there is no customer communication for three (3) months, DaVinci Spas may close the project and sell the fabrication through its showroom. The original purchaser forfeits all payments.
- Fully Paid Projects (Fabricated): If there is no customer communication for three (3) months, the product will be shipped to the purchaser’s last known address using a common carrier. If the shipment is not accepted or a valid address is not provided, DaVinci Spas reserves the right to sell the fabrication through its showroom. Any storage or layover fees will be charged to the customer. Excess proceeds from the sale will be applied to a future project under a new contract.
Liability Limitation
DaVinci Spas’ total liability for any claims, losses, or damages arising from this agreement shall not exceed the total compensation received for the project. Purchaser waives all claims for consequential damages, including loss of use or profits.
Hold Harmless
The purchaser agrees to indemnify, defend, and hold DaVinci Spas harmless against all claims, suits, or liabilities, including attorney’s fees, arising from:
- Site conditions not reasonably known by DaVinci Spas.
- Inaccuracies in data, plans, or information provided by the purchaser.
- Work performed by DaVinci Spas under these terms.
Dispute Resolution
Any disputes arising under this agreement shall be resolved first through mediation conducted in Delta County, Michigan, under the rules of the American Arbitration Association. If mediation is unsuccessful, disputes will proceed to binding arbitration in Delta County, Michigan. The decision of the arbitrator shall be final and binding on both parties.
Confidentiality
The purchaser agrees to maintain the confidentiality of all proprietary information provided by DaVinci Spas, including but not limited to designs, processes, and pricing details. This obligation survives the termination of this agreement.
Custom Product Disclaimer
Custom-built products may exhibit unique characteristics that are inherent to their fabrication process. Such characteristics are not considered defects and will not be covered by any warranty or liability claims.
No Assignment
Purchaser may not assign or transfer its rights or obligations under this agreement without the prior written consent of DaVinci Spas.
Electronic Communications
Electronic communications, including emails, shall be deemed legally binding when exchanged between authorized representatives of both parties for notices, approvals, or modifications related to this agreement.
Choice of Law
This agreement is governed by the laws of the State of Michigan. Any disputes will be resolved exclusively in Delta County, Michigan. Both parties waive the right to a jury trial for any claims arising under this agreement.
Entire Agreement
These terms constitute the entire agreement between DaVinci Spas and the purchaser. Any modifications must be agreed upon in writing by both parties.