Effective Date: January 1, 2026

These Terms and Conditions of Sale ("Agreement") govern every Order (as defined herein), contract, and transaction between Michele's Hide-Away Screens, ("MHAS," "we," "us," or "our") and any purchaser of MHAS products or services ("Buyer," "you," or "your"). As used in this Agreement, “Order” means the written document signed by Buyer that sets forth the scope of work, specifications, and pricing information applicable to a particular transaction. By signing an Order or accepting delivery of any MHAS product or service, Buyer agrees to be bound by this Agreement. These terms supersede any prior representations, oral or written, and any conflicting or additional terms that Buyer may propose.

1. ORDERS AND PAYMENT.

   1. Deposit and Balance. A non-refundable deposit in the amount specified on the Order is due and payable upon execution of the Order. The remaining balance is due in full upon completion of installation. MHAS may withhold delivery and/or installation until all amounts due are paid.

   2. Post-Production Changes. Any changes to specifications, materials, or scope of work requested by Buyer after production has commenced may result in additional charges, up to and including the full Order amount, depending on the stage of production. MHAS shall have no obligation to proceed with any material variation to product(s), design(s), or installation scope unless MHAS and the Buyer agree in writing to such changes and any additional charges.

   3. Cancellation by Buyer. If Buyer cancels an Order after production has commenced, Buyer shall be responsible for all costs and charges incurred to date, up to the full Order amount. The deposit is non-refundable in all circumstances.

   4. Late Payments. Amounts not paid within ten (10) days of the due date shall bear interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less. Buyer shall also be liable for all costs of collection, including reasonable attorneys' fees.

   5. Taxes. Prices quoted do not include applicable sales tax, use tax, or other governmental charges unless expressly stated. Buyer is responsible for all such taxes and charges.

2. INSTALLATION AND SITE CONDITIONS.

   1. Site Access. Buyer shall provide MHAS and its employees, agents, and subcontractors with safe, timely, and unobstructed access to the installation site on the scheduled installation date. Failure to provide access may result in rescheduling fees.

   2. Pre-Existing Conditions. MHAS products are designed for installation on properly constructed and maintained structures. If MHAS determines, upon arrival at the installation site or during the course of installation, that pre-existing structural deficiencies, non-standard substrates, or other site conditions require additional materials, labor, or remedial work, MHAS will promptly notify Buyer and provide a written estimate of any additional charges. Work requiring remediation will not proceed without Buyer's written authorization of the additional charges.

   3. Attachment to Structure. Buyer acknowledges that the installation of MHAS products requires the physical attachment of hardware to the structure of the premises. Buyer represents that Buyer has the legal authority to authorize such attachment (whether as owner or with the written consent of the property owner). MHAS is not responsible for any cosmetic or structural impact of standard installation methods.

   4. Permits and HOA Approval. Buyer is solely responsible for obtaining any building permits, homeowners' association approvals, or other governmental or third-party approvals required for the installation. MHAS may assist upon request, but MHAS assumes no responsibility for Buyer's compliance with such requirements.

   5. Site Preparation. Buyer shall ensure the work area is clear of furniture, decorations, plants, and other obstructions prior to MHAS's arrival. MHAS is not responsible for moving or protecting Buyer's personal property.

3. PRODUCT LIMITATIONS AND WARRANTIES.

   1. Security Disclaimer. MHAS products, including screen enclosures, screen rooms, awnings, and related items, are not designed, manufactured, tested, or warranted to provide physical security against intrusion by persons or animals. Buyer shall not rely on any MHAS product as a security barrier.

   2. Animal Containment Disclaimer. MHAS products are not designed or warranted to retain, contain, or prevent the movement of people, pets, or other animals. Buyer assumes all risk associated with the unsupervised presence of children, pets, or animals in proximity to any MHAS product.

   3. Severe Weather. MHAS products are not designed for use in severe weather conditions, including but not limited to tropical storms, hurricanes, tornadoes, high winds, flooding, or hail. MHAS products are not warranted against damage caused by weather-related events of any kind. Buyer is responsible for securing or removing MHAS products in advance of any severe weather event.

   4. Wind and Fabric Movement. Products may contain non-retained edging designs that permit fabric to flex or move off the frame under wind conditions. This is a product characteristic, not a defect. MHAS makes no representation or warranty regarding the performance of fabric products under any particular wind condition.

   5. Moiré Effect. Screen fabric may create a distorted visual pattern (commonly known as the Moiré effect) when closely overlapped or juxtaposed with other woven materials. This is an inherent optical characteristic of woven screen fabric and does not constitute a defect.

   6. Limited Warranty. MHAS warrants its products against defects in materials and workmanship for a period of one (1) year from the date of installation, under normal use and conditions ("Limited Warranty"). The Limited Warranty does not cover: (a) damage caused by weather, acts of God, or events beyond MHAS's control; (b) normal wear and tear; (c) damage caused by misuse, neglect, or unauthorized modification or repair; (d) cosmetic damage; or (e) damage caused by pre-existing site conditions. Buyer's sole and exclusive remedy under the Limited Warranty is repair or replacement of the defective product or component, at MHAS's sole election.

   7. DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.6, MHAS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUCH WARRANTIES ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

4. SAFE WORKING ENVIRONMENT; RIGHT TO SUSPEND SERVICE.

   1. Workplace Conduct. MHAS is committed to providing a safe working environment for its employees, agents, and subcontractors. Buyer agrees to ensure that all persons at the job site, including Buyer, household members, guests, and any other individuals present, conduct themselves in a respectful and professional manner toward MHAS personnel.

   2. Prohibited Conduct. The following conduct is strictly prohibited at any job site while MHAS personnel are present:

      1. verbal abuse, threats, intimidation, or harassment of any kind directed at any MHAS employee, agent, or subcontractor;

      2. physical contact with, or threatening conduct toward, any MHAS employee, agent, or subcontractor;

      3. discriminatory, racist, sexist, or otherwise offensive language or behavior; and

      4. conduct that, in the reasonable judgment of MHAS, creates an unsafe or hostile working environment.

   3. Right to Suspend Service. MHAS reserves the right, at its sole and reasonable discretion, to suspend work and remove its personnel from the job site immediately and without prior notice if any person at the job site engages in conduct described in Section 4.2. MHAS will promptly notify Buyer of the suspension and the reason therefor.

   4. Effect of Suspension. In the event of a service suspension under this Section, MHAS shall be entitled to retain all payments received to the date of suspension as compensation for work performed, materials ordered, and reasonable mobilization costs. MHAS may, at its option, require written assurances from Buyer regarding future conduct as a condition of resuming work. If MHAS reasonably determines that it is unable to safely resume work, MHAS may terminate the Order pursuant to Section 8.

   5. No Deduction for Suspension. Buyer shall not be entitled to any price reduction, credit, or damages by reason of a service suspension resulting from conduct described in Section 4.2.

5. LIMITATION OF LIABILITY.

   1. Disclaimer of Consequential Damages. IN NO EVENT SHALL MHAS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFITS, OR PROPERTY DAMAGE, EVEN IF MHAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   2. Cap on Liability. MHAS's total aggregate liability to Buyer for any and all claims arising out of or related to this Agreement or the products or services provided hereunder shall not exceed the total amount paid by Buyer to MHAS under the applicable Order.

   3. Exceptions. Nothing in this Section 5 shall limit MHAS's liability for (a) personal injury or property damage caused by the gross negligence or intentional misconduct of MHAS; or (b) any liability that cannot be limited or disclaimed under applicable law.

   4. Indemnification. Buyer shall indemnify, defend, and hold harmless MHAS and its officers, directors, employees, agents, and subcontractors from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Buyer's breach of this Agreement; (b) Buyer's negligence or willful misconduct; (c) the condition of Buyer's premises; or (d) Buyer's failure to obtain required permits or approvals.

6. INTELLECTUAL PROPERTY. All designs, drawings, specifications, and work product prepared by MHAS in connection with an Order are and shall remain the exclusive property of MHAS. Buyer is granted a limited, non-transferable license to use such materials solely in connection with the installed products.

7. PRIVACY. MHAS collects personal information (such as name, address, contact information, and payment details) necessary to fulfill Orders and provide services. MHAS will not sell or rent Buyer's personal information to third parties. MHAS may share information with service providers, subcontractors, and as required by law. By providing personal information, Buyer consents to MHAS's collection and use of such information for the purposes described herein.

8. TERMINATION.

   1. Termination for Cause. Either party may terminate an Order upon written notice if the other party materially breaches this Agreement and fails to cure such breach within three (3) business days of written notice thereof.

   2. Effect of Termination. Upon any termination, Buyer shall pay MHAS for all work performed and materials ordered as of the termination date. Termination shall not relieve Buyer of any payment obligations accrued prior to termination.

9. DISPUTE RESOLUTION.

   1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.

   2. Venue. Any dispute arising out of or related to this Agreement that is not resolved informally shall be submitted to the exclusive jurisdiction of the state or federal courts located in Marion County, Florida. Buyer hereby consents to personal jurisdiction and venue in such courts.

   3. Informal Resolution. Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.

   4. Attorneys' Fees. In any dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

10. GENERAL PROVISIONS.

    1. Entire Agreement. This Agreement, together with the Order, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

    2. Amendment. MHAS reserves the right to update or modify these Terms and Conditions at any time by posting a revised version at www.michelesblindsandscreens.com/terms. For Orders already in progress, the version in effect at the time the Order was signed shall govern unless both parties agree in writing to a different version.

    3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

    4. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing. No failure or delay in exercising any right shall constitute a waiver of that right.

    5. Assignment. Buyer may not assign any rights or obligations under this Agreement without the prior written consent of MHAS. MHAS may assign this Agreement without Buyer's consent.

    6. Force Majeure. MHAS shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, supply chain disruptions, labor disputes, governmental actions, or public health emergencies.

    7. Notices. All notices under this Agreement shall be in writing and delivered by hand, certified mail, or email with confirmation of receipt to the addresses set forth on the Order or as otherwise notified in writing.

    8. Counterparts and Electronic Signatures. This Agreement and any Order may be signed in counterparts, and electronic or digital signatures shall be deemed original for all purposes.