Terms of Service

Throughout these Terms, the following definitions apply:

By using our website or services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• You are accessing our website from within the United States (or comply with applicable international laws)
• You will provide accurate, current, and complete information
• Your use complies with all applicable laws and regulations

If you are accepting these Terms on behalf of a company, organization, or government agency, you represent that you have authority to bind that entity to these Terms.

We reserve the right to refuse service, terminate accounts, or cancel orders at our sole discretion.

To access certain features of our website, you may need to create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and update your information as needed
• Keep your password secure and confidential
• Notify us immediately of unauthorized account access
• Accept responsibility for all activities under your account

We reserve the right to suspend or terminate accounts for violations of these Terms or for inactive accounts (no activity for 12+ months).

You may delete your account at any time by contacting us.

Product Descriptions:
We strive to accurately describe all products. However, we do not warrant that descriptions, images, or specifications are complete, current, or error-free. Actual colors, sizes, and finishes may vary.

Pricing:
All prices are in U.S. dollars and subject to change without notice. We reserve the right to correct pricing errors even after orders are submitted. In the event of a pricing error, we will contact you to confirm before processing.

Order Acceptance:
Your submission of an order constitutes an offer to purchase. We reserve the right to accept or decline any order for any reason. Order confirmation does not constitute acceptance — we may require verification or additional information.

Order Cancellation:
Orders may be cancelled before shipment. Once shipped, our Return Policy applies. For custom or branded items, cancellation may not be possible after production begins.

Bulk Orders:
Orders for large quantities may require additional processing time and custom quotes. We will contact you to confirm details.

Product Availability:
Products are subject to availability. If an item is out of stock, we will notify you and provide options for backorder or substitution.

Service Coordination:
When you request services through Baptiste Clan LLC, we act as a coordinator connecting you with vetted vendor partners. We do not directly employ service providers unless explicitly stated.

Service Quality:
We select vendor partners based on qualifications and reliability. However, the ultimate delivery of services is performed by third-party providers. We will address any concerns and work to resolve issues, but liability for service performance rests with the provider.

Project Management:
When we provide project management services, we will:

• Coordinate between you and vendor partners
• Monitor project progress
• Communicate updates and issues
• Serve as your single point of contact

Turnkey Solutions:
For turnkey solutions combining products and services, we manage the entire lifecycle from procurement through delivery and installation.

Government Contracts:
Services provided under government contracts are governed by the specific terms of that contract, which may supersede these Terms.

Quote Validity:
Quotes provided are valid for the period stated (typically 30 days) unless otherwise noted. Pricing is subject to change after expiration.

Quote Accuracy:
Quotes are based on information provided. Inaccuracies in your request may affect final pricing. We will notify you of any significant changes before proceeding.

Government Quotes:
Quotes for government contracts will follow RFP/RFQ requirements and any applicable procurement regulations.

Binding Quotes:
Written quotes accepted by you constitute a binding agreement for the specified products/services at the stated price, subject to these Terms.

No Obligation:
Requesting a quote places no obligation on either party until a written agreement is signed or order is confirmed.

Accepted Payment Methods:

• Credit Cards (Visa, MasterCard, American Express, Discover)
• Debit Cards
• ACH / Bank Transfer
• Purchase Orders (approved commercial and government accounts)
• Checks (by prior arrangement only)
• Net Terms (approved accounts only)

Payment for E-Commerce Orders:
Full payment is processed at time of order. Orders will not ship until payment is confirmed.

Payment for Service Contracts:
Invoicing terms will be specified in your contract or quote. Typical terms include:

• 50% deposit for service contracts
• Progress payments for longer projects
• Net 15 or Net 30 for approved accounts

Government Invoicing:
Government accounts may be invoiced per contract terms. Please provide all required documentation (PO number, funding info) at time of order.

Late Payments:
Payments not received by due date may incur:

• Late fees of 1.5% per month (18% APR) or maximum allowed by law
• Suspension of services until payment received
• Collection costs and legal fees

Taxes:
You are responsible for all applicable sales, use, and other taxes. We will collect and remit where required by law.

Our Shipping & Delivery Policy, incorporated herein by reference, governs all shipments. Key terms include:

• Risk of loss passes to you upon carrier pickup
• Delivery times are estimates, not guarantees
• Inspection required upon receipt
• Damage claims must be filed promptly

For complete details, see our separate Shipping & Delivery Policy.

Our Return Policy, incorporated herein by reference, governs all returns and refunds. Key terms include:

• 30-day return window for most products
• Custom/branded items non-returnable
• Restocking fees may apply
• Damaged items must be reported within 48 hours

For complete details, see our separate Return Policy.

Special terms apply to government contracts:

Procurement Regulations:
Government contracts are subject to applicable federal, state, and local procurement regulations including FAR and DFARS where applicable.

Compliance:
We maintain SAM.gov registration and comply with all required certifications. Contract-specific compliance requirements will be addressed in your agreement.

Audit Rights:
Government contracts may include audit rights as required by law. We will cooperate with any authorized audits.

Termination for Convenience:
Government contracts may include termination for convenience clauses per applicable regulations.

Socioeconomic Certifications:
We are a self-certified Small Business. Other certifications (8(a), SDVOSB, etc.) may apply to specific contracts.

Conflicts:
In the event of conflict between these Terms and a signed government contract, the contract prevails.

Third-Party Providers:
Our vendor partners are independent contractors, not employees or joint ventures. We are not responsible for their acts or omissions.

Partner Vetting:
We select partners based on qualifications but do not guarantee their performance. We will assist in resolving issues but liability rests with the provider.

Partner Agreements:
Partners are bound by separate agreements. These Terms do not create a direct relationship between you and our partners unless you engage them independently.

Our Content:
All content on our website, including text, graphics, logos, images, and software, is the property of Baptiste Clan LLC or its licensors and is protected by U.S. and international copyright laws.

Limited License:
You may access and view our website for personal, non-commercial use. You may not:

• Reproduce, distribute, or modify our content
• Use our trademarks without written permission
• Scrape, crawl, or data-mine our website
• Frame or mirror our website

User Content:
By submitting content (reviews, feedback, etc.), you grant us a non-exclusive, royalty-free license to use, reproduce, and display that content for business purposes.

Copyright Infringement:
We respect intellectual property rights. If you believe content infringes your copyright, contact us with details.

You agree not to:

• Use our website for any unlawful purpose
• Violate any laws or regulations
• Infringe our intellectual property rights
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access
• Interfere with website functionality
• Impersonate any person or entity
• Make false or fraudulent orders
• Resell products without authorization
• Use our website for competitive analysis

We reserve the right to investigate and prosecute violations to the fullest extent of the law.

Your privacy is important to us. Our Privacy Policy, incorporated herein by reference, explains how we collect, use, and protect your personal information. By using our website, you consent to our privacy practices.

Our website may contain links to third-party websites or services. We are not responsible for:

• The content or accuracy of third-party sites
• Their privacy practices or terms
• Any loss or damage from using them

Links do not imply endorsement. You access third-party sites at your own risk.

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR RELIABILITY

WE DO NOT WARRANT THAT:

• Our website will be uninterrupted or error-free
• Defects will be corrected
• Our site is free of viruses or harmful components
• Products or services will meet your expectations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• LOSS OF PROFITS, REVENUE, OR DATA
• BUSINESS INTERRUPTION
• DAMAGES EXCEEDING THE AMOUNT PAID FOR PRODUCTS/SERVICES

THIS LIMITATION APPLIES WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FOR GOVERNMENT CONTRACTS, LIABILITY MAY BE LIMITED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.

You agree to indemnify, defend, and hold harmless Baptiste Clan LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our website or services
• Your violation of these Terms
• Your violation of any law or third-party rights
• Any content you submit
• Your products or services (if a vendor partner)

We reserve the right to assume exclusive defense of any matter subject to indemnification at your expense.

We may terminate or suspend your access to our website or services immediately, without prior notice or liability, for any reason, including breach of these Terms.

Upon termination:

• Your right to use our website ceases immediately
• You must cease all use of our content
• Outstanding payment obligations remain
• Sections that should survive termination will continue (IP, liability, indemnification, etc.)

You may terminate by discontinuing use of our website and services.

Governing Law:
These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Federal courts in California shall have exclusive jurisdiction over any disputes.

Informal Resolution:
Before filing any claim, you agree to attempt informal resolution by contacting us at disputes@baptisteclanllc.com. We will work in good faith to resolve issues within 30 days.

Arbitration:
If informal resolution fails, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be held in Ventura County, California.

Class Action Waiver:
You agree to bring claims only in your individual capacity, not as a plaintiff or class member in any class action or representative proceeding.

Small Claims:
Either party may bring qualifying claims in small claims court.

Government Contracts:
Disputes involving government contracts may be subject to specific dispute resolution provisions in those contracts.

Jurisdiction:
Any arbitration or legal proceeding shall be conducted in Ventura County, California. You consent to personal jurisdiction there.

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to:

• Acts of God (fire, flood, earthquake, storm)
• Public health emergencies or pandemics
• War, terrorism, or civil unrest
• Government actions or regulations
• Labor disputes or shortages
• Supply chain disruptions
• Power outages or telecommunications failures
• Carrier delays

Performance shall be suspended during the force majeure event and extended for its duration.

These Terms, together with our Privacy Policy, Shipping & Delivery Policy, Return Policy, and any signed contracts or quotes, constitute the entire agreement between you and Baptiste Clan LLC regarding your use of our website and services.

These Terms supersede all prior agreements, understandings, or representations, whether written or oral.

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Waiver:
Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Severability:
If any provision of these Terms is held to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website with an updated "Last Updated" date.

Your continued use of our website or services after changes constitutes acceptance of the modified Terms. If you do not agree, you must stop using our website and services.

We will notify you of material changes via email or website notice. Regular review of these Terms is recommended.

If you have questions, concerns, or requests regarding these Terms: