Terms and Conditions – Baker Brands LLC

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BAKER BRANDS LLC

TERMS AND CONDITIONS

1. Acceptance of Terms

By placing an order, making payment, submitting artwork, approving a proof, accepting delivery, or otherwise engaging with Baker Brands LLC (“Baker Brands,” “we,” “us”), you (“Customer”) acknowledge and agree to be bound by these Terms and Conditions in full. These Terms constitute a legally binding agreement between the Customer and Baker Brands LLC, a Michigan limited liability company.

These Terms apply regardless of the method by which an order is placed or payment is made, including orders or payments made through Baker Brands directly, through a website, customer portal, invoice, payment link, third-party payment processor, or other payment platform.

2. Orders, Deposits, and Cancellations

All orders are subject to acceptance by Baker Brands at its sole discretion.

A deposit may be required to confirm and initiate an order. Payment of such deposit constitutes full acceptance of these Terms and Conditions.

All deposits are non-refundable. Custom orders cannot be cancelled once production has begun. All sales of custom products are final, except as otherwise expressly provided in these Terms and Conditions.

By paying a deposit, the Customer agrees to remit the remaining balance in full prior to shipment of the product, unless otherwise agreed in writing.

3. Payment Terms, Third-Party Payment Platforms, and Chargebacks

Unless otherwise agreed in writing or on your invoice, full payment is required before production begins.

Accepted payment methods include check, bank transfer, credit card, or other mutually agreed methods. All credit card payments are subject to a 3% processing fee.

Any balance payment not received within thirty (30) days of the due date shall incur a monthly late fee of 1.5% of the outstanding balance, at the discretion of Baker Brands.

Payment Through Third-Party Platforms. The use of any third-party payment processor, payment gateway, financing service, marketplace, or other payment platform does not modify, supersede, or otherwise affect these Terms and Conditions. By submitting payment through any such platform, including but not limited to Authorize.net or credit card processing services, the Customer acknowledges and agrees that the payment is being made pursuant to an order governed by these Terms and Conditions.

The Customer remains fully bound by these Terms and Conditions regardless of the payment method or platform used. Any terms, policies, or conditions presented by a payment processor or third-party platform do not replace or supersede these Terms and Conditions as they relate to the Customer's purchase from Baker Brands.

Chargebacks. Chargebacks are strictly prohibited without first providing Baker Brands with written notice of the dispute and a reasonable opportunity to investigate and resolve the issue in accordance with these Terms and Conditions.

Initiating a chargeback without prior written communication and an attempted resolution with Baker Brands constitutes a breach of contract. In such cases, the Customer remains liable for the full amount due, plus any associated bank, payment processor, legal, collection, or administrative costs to the extent permitted by law.

4. Delivery, Risk of Loss, Inspection, and Claims

Delivery dates are estimates only and are not guaranteed. Baker Brands is not liable for delays caused by suppliers, manufacturers, carriers, customs, weather, governmental action, labor disputes, or other events beyond our reasonable control.

Risk of loss shall pass to the Customer upon delivery to the Customer, the Customer's designated recipient, or the carrier, as applicable.

The Customer must inspect all deliveries promptly upon receipt. Any claims for shortages, manufacturing defects, damage, misprints, incorrect quantities, or other issues with the delivered products must be submitted to Baker Brands in writing within five (5) business days of delivery.

Claims must include sufficient information and photographic evidence, when applicable, for Baker Brands to evaluate the claim.

Failure to notify Baker Brands within five (5) business days constitutes acceptance of the goods as delivered, except where otherwise prohibited by applicable law.

5. Proofs, Artwork, and Design Approval

For custom products, Baker Brands may provide digital proofs, mockups, samples, or other representations for Customer approval prior to production.

The Customer is solely responsible for carefully reviewing and approving all proofs, artwork, specifications, dimensions, colors, text, logos, and other design elements prior to production.

Once a proof or design has been approved by the Customer, Baker Brands is not responsible for errors in spelling, grammar, color, sizing, placement, artwork, text, or other design details that were present in the approved proof.

The Customer acknowledges that colors displayed on digital screens may differ from colors appearing on physical products. Minor variations in size, placement, color, printing, finishing, texture, or production may occur and do not necessarily constitute a manufacturing defect.

Baker Brands shall not be responsible for errors or changes requested or approved by the Customer after production has begun.

6. Intellectual Property

All artwork, designs, branding materials, production files, templates, dielines, graphics, and other intellectual property created by Baker Brands remain our sole and exclusive property unless otherwise agreed in writing.

The Customer warrants that they have all necessary rights, licenses, and permissions to use any logos, trademarks, artwork, photographs, designs, or other materials they provide to Baker Brands.

The Customer agrees to indemnify, defend, and hold harmless Baker Brands from any claims, damages, liabilities, costs, or expenses arising from alleged or actual infringement of third-party intellectual property rights relating to materials supplied by the Customer.

7. Regulatory Compliance

Baker Brands is not responsible for ensuring compliance with any state, federal, local, or other governmental laws, regulations, or requirements, including but not limited to those governing the design, labeling, packaging, marketing, distribution, possession, or sale of custom products.

The Customer is solely responsible for determining and complying with all applicable laws and regulations related to the purchase, possession, use, marketing, distribution, and resale of products obtained from Baker Brands.

Baker Brands shall not be held liable for any fines, penalties, enforcement actions, losses, damages, recalls, seizures, or other consequences arising from the Customer's failure to comply with applicable requirements.

8. Manufacturing Defects, Damages, Misprints, Partial Defects, and Customer Remedies

Baker Brands makes reasonable efforts to ensure that all products conform to the approved specifications and are free from manufacturing defects. However, custom manufacturing may involve reasonable variations in color, dimensions, placement, finishing, texture, and other production characteristics.

If the Customer believes that products contain a manufacturing defect, production error, damage, misprint, shortage, or other production-related issue, the Customer must notify Baker Brands in accordance with Section 4 and provide any information, photographs, samples, or other documentation reasonably requested by Baker Brands.

Baker Brands shall have the right to inspect, evaluate, and determine whether a claimed issue constitutes a manufacturing defect, production error, or other issue for which Baker Brands is responsible. Baker Brands may request that affected products be returned or made available for inspection before determining whether a credit is warranted.

If Baker Brands determines that a product contains a manufacturing defect, production error, damage, misprint, or other qualifying issue for which Baker Brands is responsible, Baker Brands' sole and exclusive remedy shall be to issue the Customer a credit toward a future order.

The Customer agrees to accept such credit in lieu of remanufacturing, reproduction, replacement, refund, or reimbursement for the affected products, except where otherwise required by applicable law.

Baker Brands is not obligated to remanufacture, reproduce, replace, or refund defective, damaged, or misprinted products.

Any credit issued under this Section shall be applied toward a future order placed with Baker Brands and shall not be redeemable for cash, except where otherwise required by applicable law.

Partial Defects and Partial Credits. If only a portion of an order is determined by Baker Brands to contain qualifying defects, damage, misprints, shortages, or other production-related issues, the Customer's remedy shall be limited to a credit corresponding to the affected portion of the order.

The Customer shall not be entitled to reject, return, cancel, or seek a credit, refund, replacement, or other remedy for portions of the order that conform to the approved specifications and are otherwise free from qualifying defects.

For example, if an order contains 500 units and Baker Brands determines that 30 units contain a qualifying manufacturing defect, the Customer's remedy shall be limited to a credit attributable to those 30 affected units, and the Customer shall remain responsible for accepting and paying for the remaining conforming units.

The amount of any credit shall be determined by Baker Brands based on the quantity and severity of the qualifying issue and the portion of the order reasonably determined to be affected.

Minor Variations. Minor variations in color, size, placement, texture, finish, printing, or other production characteristics that fall within commercially reasonable manufacturing tolerances shall not constitute defects and shall not entitle the Customer to a credit or other remedy.

No credit or other remedy will be issued for issues resulting from Customer-approved artwork, proofs, specifications, measurements, colors, fonts, text, or other design elements; Customer-provided materials; misuse; improper handling or storage; alterations or modifications made after delivery; normal wear and tear; or circumstances outside Baker Brands' reasonable control.

The Customer acknowledges that custom-manufactured products may contain reasonable variations from digital proofs, photographs, samples, or previous production runs, and such variations do not automatically constitute a defect.

Baker Brands' determination regarding whether an issue qualifies for a credit and the amount of any applicable credit shall be made in good faith based on the circumstances of the applicable order, production specifications, and available evidence.

Credits issued under this Section are specific to the Customer and may not be transferred, sold, assigned, or exchanged for cash. Unless otherwise agreed in writing by Baker Brands, credits must be applied toward a subsequent order and do not expire.

9. Warranty Disclaimer

Except for any express written warranty specifically provided by Baker Brands, all products are sold “as-is” and Baker Brands disclaims all other express or implied warranties to the fullest extent permitted by applicable law, including but not limited to warranties of merchantability or fitness for a particular purpose.

The remedies expressly provided in these Terms and Conditions, including the credit remedy described in Section 8, constitute the Customer's exclusive remedies for qualifying manufacturing defects, damages, misprints, shortages, or other production-related issues, to the fullest extent permitted by applicable law.

10. Limitation of Liability

To the fullest extent permitted by applicable law, Baker Brands shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including but not limited to lost profits, lost revenue, business interruption, loss of goodwill, loss of business opportunities, or other economic losses, even if Baker Brands has been advised of the possibility of such damages.

Baker Brands' total aggregate liability for any claim arising out of or relating to its products or services shall not exceed the total amount actually paid by the Customer for the specific products or services giving rise to the claim.

Baker Brands shall not be liable for any injury, harm, property damage, loss, or other consequence resulting from the use, misuse, modification, resale, or application of any product supplied by Baker Brands, except to the extent such limitation is prohibited by applicable law.

The Customer assumes responsibility for determining the suitability of the products for their intended use and for ensuring their proper handling, storage, use, and distribution.

11. Governing Law and Jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict-of-law rules.

Any dispute arising under or relating to these Terms and Conditions, any order, or the products or services provided by Baker Brands shall be subject to the exclusive jurisdiction of the state or federal courts located in Oakland County, Michigan, and the Customer consents to such jurisdiction and venue.

12. Modifications to Terms

Baker Brands reserves the right to update or modify these Terms and Conditions at any time without prior notice.

For existing orders, any modification shall not alter the material terms applicable to an order that has already been accepted unless otherwise agreed in writing by both parties.

For future orders, modifications become effective upon posting on Baker Brands' website, inclusion with an invoice, communication to the Customer, or other reasonable notice.

Placing a new order, making a payment, or otherwise continuing to engage with Baker Brands after receiving or being provided notice of revised Terms and Conditions constitutes acceptance of the revised Terms.

13. Entire Agreement and Severability

These Terms and Conditions, together with any applicable invoice, written order confirmation, approved proof, or other written agreement expressly incorporated by reference, constitute the entire agreement between Baker Brands and the Customer concerning the applicable order and supersede any prior or contemporaneous oral or written representations concerning that order, except as otherwise expressly agreed in writing by Baker Brands.

If any provision of these Terms and Conditions is determined to be invalid, unenforceable, or unlawful, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

14. Acknowledgment and Acceptance

By placing an order, submitting payment of any kind, including a deposit, approving artwork or a proof, accepting delivery, or otherwise engaging with Baker Brands in connection with an order, the Customer acknowledges that they have had the opportunity to review these Terms and Conditions and affirm that they have read, understood, and agreed to be bound by them in full.

Payment through a third-party payment processor, including credit card payments processed through Authorize.net or any similar service, constitutes payment under these Terms and Conditions and does not constitute acceptance of any different or conflicting terms imposed by the payment platform.

The Customer's obligations under these Terms and Conditions remain in effect regardless of the method of payment used.

By submitting payment or placing an order, the Customer expressly acknowledges and agrees that these Terms and Conditions govern the transaction and the Customer's relationship with Baker Brands.