TERMS AND CONDITIONS OF SERVICE

This Terms and Conditions Agreement (the “Agreement”) governs all receiving, inspection, warehousing, storage, transportation, delivery, installation, and related logistics services provided by Blueprint Warehouse Company, LLC (“Blueprint,” “Company,” “we,” “our,” or “us”) to the client identified in the applicable Service and Pricing Agreement, estimate, proposal, invoice, or work order (“Client” or “Customer”).

By tendering goods to Blueprint, authorizing services, or utilizing any Blueprint services, the Client acknowledges and agrees to be legally bound by this Agreement.

1. DEFINITIONS

For purposes of this Agreement:

  • Goods means all products, furniture, fixtures, inventory, materials, equipment, rugs, appliances, décor, or other items delivered to or handled by Blueprint.
  • Services means all receiving, inspection, warehousing, storage, transportation, white-glove delivery, installation coordination, debris removal, and related logistics services performed by Blueprint.
  • Warehouse means any facility operated by or utilized by Blueprint for storage or handling of Goods.
  • Project means the Client engagement, account, or service order associated with the Goods.

2. SCOPE OF SERVICES

Blueprint Warehouse Company provides (1) Receiving & Inspection, (2) Warehousing, and (3) Delivery services, including:

  • Receiving and inventory processing
  • Visual and detailed inspection services
  • Warehousing and storage
  • Inventory management
  • Delivery coordination
  • White-glove delivery and placement
  • Debris removal
  • Return and damage coordination
  • Related logistics support services

All Services are subject to availability, scheduling, operational limitations, and the terms of this Agreement.

3. RECEIVING AND INSPECTION SERVICES

3.1 Receiving Services

Blueprint will receive shipments delivered to the Warehouse and record quantities, visible conditions, and shipment information based upon the documentation provided by the Client.

Receipt of Goods by Blueprint does not constitute confirmation that Goods are free from concealed damage, manufacturer defects, shortages, or specification discrepancies.

3.2 Client Responsibilities

The Client shall:

  • Provide accurate packing lists, invoices, manifests, product descriptions, SKUs, and vendor information;
  • Ensure all shipments are properly labeled;
  • Notify Blueprint in advance of any special handling requirements;
  • Provide written inspection instructions when services outside Blueprint’s standard procedures are requested;
  • Ensure all vendors and carriers deliver shipments during approved receiving hours.

Blueprint shall not be liable for delays, shortages, or additional costs caused by incomplete or inaccurate documentation.

3.3 Standard Inspection Procedures

A. Visual Inspection

Blueprint performs a standard visual inspection on all received items unless otherwise excluded by this Agreement.

Visual inspections are limited to identifying:

  • Obvious external damage;
  • Packaging damage;
  • Visible defects;
  • Shipment discrepancies apparent upon ordinary observation.

B. Detailed Inspection Services

If specifically requested by the Client, Blueprint may perform enhanced inspection services, which include:

  • Opening packaging;
  • Verifying finish, color, or style;
  • Photographing products;
  • Checking for visible concealed damage;
  • Verifying counts against packing documentation.

Blueprint will provide damage notifications with photographs when visible damage or discrepancies are identified.

C. Excluded Inspection Items

To preserve packaging integrity, product protection, manufacturer warranties, and inventory accuracy, Blueprint does not fully inspect the following items unless expressly agreed to in writing:

  • Rugs;
  • Appliances;
  • Cabinets;
  • Marble or stone products;
  • Fragile or specialty items;
  • Items requiring assembly;
  • Factory-sealed items;
  • Products requiring specialized technical inspection.

For rugs specifically, Blueprint may partially open packaging solely for pattern verification upon request.

3.4 Concealed Damage and Inspection Limitations

Blueprint inspections are non-technical visual inspections only. Blueprint is not responsible for identifying:

  • Concealed damage;
  • Internal defects;
  • Manufacturing defects;
  • Color variation;
  • Material inconsistencies;

The Client acknowledges that certain defects may not be discoverable during ordinary receiving or inspection procedures.

3.5 Claims and Damage Reporting

If visible damage or discrepancies are identified:

  • Blueprint will notify the Client within the manufacturer’s required timeframe.
  • Blueprint may assist in documenting claims;
  • The Client remains solely responsible for filing claims against vendors, suppliers, manufacturers, or carriers.

Blueprint does not guarantee claim recovery from any third party.

3.6 Refusal of Shipments

Blueprint reserves the right to refuse delivery or acceptance of Goods that:

  • Are unsafe;
  • Are improperly packaged;
  • Present contamination risks;
  • Violate applicable laws;
  • Require specialized storage conditions not previously disclosed;
  • Exceed facility limitations.

Additional handling fees may apply to nonconforming shipments.

4. WAREHOUSING AND STORAGE SERVICES

4.1 Storage Services

Blueprint shall store Goods in commercially reasonable warehouse conditions and exercise reasonable care in handling stored inventory.

Blueprint does not guarantee climate-controlled storage unless expressly stated in writing.

4.2 Storage Conditions

The Warehouse may include:

  • Security systems;
  • Restricted access;
  • Inventory tracking systems;
  • Commercial warehouse shelving and storage systems.

Despite reasonable precautions, Blueprint does not guarantee protection against all risks including fire, flood, theft, infestation, acts of God, or other casualty losses.

4.3 Client Obligations

The Client shall:

  • Provide accurate inventory information;
  • Disclose special storage requirements;
  • Maintain adequate insurance coverage for all Goods;
  • Ensure Goods are lawful and safe for storage.

The Client warrants that no Goods stored with Blueprint contain hazardous, explosive, toxic, flammable, illegal, or regulated materials unless expressly approved in writing.

4.4 Warehouse Access

Client access to stored Goods is by appointment only during normal business hours and subject to operational scheduling.

Handling, retrieval, rewrapping, palletizing, staging, or special access requests may incur additional charges.

4.5 Storage Charges

Storage charges accrue beginning on the date Goods are received into the Warehouse and continue until final release or delivery.

Partial months may be billed as full months unless otherwise agreed in writing.

4.6 Abandoned Goods

Goods shall be considered abandoned if:

  • Invoices remain unpaid for more than sixty (60) days;
  • The Client fails to provide delivery instructions within a commercially reasonable timeframe;
  • The Client becomes unreachable for more than thirty (30) days.

Blueprint reserves the right, subject to applicable law, to:

  • Dispose of abandoned Goods;
  • Sell abandoned Goods;
  • Transfer Goods to third-party storage;
  • Apply sale proceeds toward outstanding balances.

The Client shall remain liable for any deficiency balance.

5. DELIVERY AND WHITE-GLOVE SERVICES

5.1 Delivery Services

Blueprint may coordinate transportation and delivery of Goods to locations designated by the Client.

Delivery dates and times are estimates only and are subject to:

  • Traffic;
  • Weather;
  • Carrier availability;
  • Jobsite readiness;
  • Force majeure events;
  • Operational scheduling.

Blueprint is not liable for delays outside its reasonable control.

5.2 Site Readiness

The Client is responsible for ensuring delivery locations are:

  • Safe and accessible;
  • Properly prepared;
  • Free from construction hazards;
  • Ready to receive installed or delivered items.

Blueprint may refuse or postpone delivery if conditions are unsafe or unsuitable.

Additional fees may apply for:

  • Stairs;
  • Elevator delays;
  • Long carry distances;
  • Limited access locations;
  • Waiting time;
  • Redelivery;
  • Storage returns;
  • Jobsite delays.

5.3 White-Glove Services

White-glove services may include:

  • Placement;
  • Unpacking;
  • Light assembly;
  • Debris removal;
  • Installation coordination.

Blueprint is not responsible for:

  • Electrical installation;
  • Plumbing installation;
  • Wall mounting;
  • Structural modifications;
  • Specialty contractor work;
  • Damage caused by pre-existing site conditions.

5.4 Delivery Acceptance

The Client or authorized representative must inspect and accept delivered Goods upon completion of delivery.

Any visible damage, shortages, or concerns must be documented at the time of delivery.

Failure to note visible damage upon delivery shall constitute prima facie evidence that the delivery was completed satisfactorily.

Any claims relating to:

  • Damage to Goods;
  • Missing inventory;
  • Incorrect inventory;
  • Property damage;
  • Installation-related damage; or
  • Any other delivery-related issue

must be reported to Blueprint in writing within forty-eight (48) hours of delivery completion.

Failure to provide written notice within the required forty-eight (48) hour period shall constitute a waiver of such claims and acceptance of the delivery and condition of the Goods and property.

5.5 Refused Deliveries

If the Client refuses delivery for reasons unrelated to Blueprint negligence, the Client shall be responsible for:

  • Return transportation costs;
  • Additional storage fees;
  • Redelivery charges;
  • Labor costs incurred.
  • Damages must be reported within 48 hours of delivery

6. FEES, BILLING, AND PAYMENT TERMS

6.1 Fees

All fees are governed by Blueprint’s applicable:

  • Service and Pricing Agreement;
  • Proposal;
  • Estimate;
  • Invoice;
  • Rate schedule;
  • Approved change order.

Blueprint reserves the right to modify pricing with advance notice for ongoing projects.

6.2 Invoicing

Invoices may include charges for:

  • Receiving;
  • Inspection;
  • Storage;
  • Handling;
  • Delivery;
  • Labor;
  • Disposal;
  • Materials;
  • Administrative services;
  • Additional accessorial charges.

Invoices may be issued monthly, upon project milestones, or upon completion of Services.

6.3 Payment Terms

Unless otherwise agreed in writing:

  • Warehouse and logistics invoices are due Net 15 days;
  • Delivery-related invoices are due Net 15 days;
  • Deposits may be required prior to commencement of Services.

6.4 Late Payments

Past due balances shall accrue interest at the lesser of:

  • 1.5% per month; or
  • The maximum rate permitted by law.

The Client shall also be responsible for:

  • Collection costs;
  • Attorneys’ fees;
  • Court costs;
  • Administrative recovery expenses.

6.5 Suspension of Services

Blueprint reserves the right to suspend Services, withhold release of Goods, or cancel scheduled deliveries if invoices become delinquent.

6.6 Credit Card and Payment Processing Fees

The Client shall be responsible for any:

  • Credit card processing fees;
  • Wire fees;
  • Returned check fees;
  • Bank charges.

7. TITLE, RISK OF LOSS, AND INSURANCE

7.1 Ownership of Goods

The Client warrants that it owns or has lawful authority over all Goods tendered to Blueprint.

7.2 Risk of Loss

Risk of loss remains with the Client at all times except to the extent directly caused by Blueprint’s gross negligence or willful misconduct.

7.3 Insurance Requirements

The Client is solely responsible for maintaining adequate insurance coverage for all Goods including:

  • Property insurance;
  • Inland marine coverage;
  • Transit coverage;
  • Warehouse coverage;
  • Installation coverage.

Blueprint’s insurance does not provide full replacement coverage for Client Goods.

Clients are strongly encouraged to insure Goods at full replacement value.

8. LIMITATION OF LIABILITY

8.1 Limited Liability

To the fullest extent permitted by law, Blueprint’s total cumulative liability arising from or related to any Project, Goods, or Services shall not exceed the lesser of:

  • The actual repair cost of the affected item;
  • The depreciated value of the affected item; or
  • The total amount paid by the Client to Blueprint for the specific Services giving rise to the claim.

8.2 Excluded Damages

Blueprint shall not be liable for:

  • Consequential damages;
  • Incidental damages;
  • Special damages;
  • Lost profits;
  • Loss of business opportunity;
  • Delay damages;
  • Emotional distress;
  • Loss of use;
  • Manufacturer defects;
  • Concealed damage;
  • Improper packaging by vendors or clients.

8.3 No Personal Property Liability

Blueprint is not liable for:

  • Damage to flooring;
  • Walls;
  • Driveways;
  • Landscaping;
  • Elevators;
  • Existing property conditions;
  • Structural issues;
  • Improper site conditions.

8.4 Time Limitation for Claims

Any claim against Blueprint must be submitted in writing within:

  • Five (5) business days after delivery for delivery-related claims; or
  • Five (5) business days after discovery for storage-related claims.

Failure to timely submit claims shall constitute waiver of such claims.

No legal action may be brought more than one (1) year after the event giving rise to the claim.

9. INDEMNIFICATION

The Client shall indemnify, defend, and hold harmless Blueprint and its members, managers, employees, agents, affiliates, subcontractors, and representatives from and against any and all claims, demands, actions, damages, liabilities, penalties, losses, costs, or expenses, including reasonable attorneys’ fees, arising out of or relating to:

  • The Client’s Goods;
  • Improper packaging;
  • Hazardous materials;
  • Site conditions;
  • Breach of this Agreement;
  • Third-party claims related to the Goods;
  • Violations of law;
  • Negligence or misconduct of the Client or its agents.

10. FORCE MAJEURE

Blueprint shall not be liable for any delay, failure, damage, or interruption caused by events beyond its reasonable control, including:

  • Natural disasters;
  • Weather events;
  • Labor disputes;
  • Transportation interruptions;
  • Supply chain disruptions;
  • Government actions;
  • Pandemics;
  • Utility outages;
  • Acts of terrorism;
  • Civil unrest.

Performance obligations shall be suspended during the duration of such events.

11. TERMINATION

11.1 Client Termination

The Client may cancel scheduled Services with at least thirty (30) business days’ written notice.

Cancellation fees may apply for:

  • Reserved labor;
  • Transportation commitments;
  • Special-order materials;
  • Scheduled delivery windows.

11.2 Blueprint Termination Rights

Blueprint may suspend or terminate Services immediately if the Client:

  • Fails to make timely payments;
  • Breaches this Agreement;
  • Provides inaccurate information;
  • Creates unsafe working conditions;
  • Engages in abusive conduct toward staff.

Termination shall not relieve the Client of outstanding payment obligations.

12. DISPUTE RESOLUTION

Prior to initiating litigation, the parties agree to attempt in good faith to resolve disputes through informal negotiations.

If unresolved, disputes shall be brought exclusively in the state or federal courts located in South Carolina.

The prevailing party in any legal proceeding shall be entitled to recover reasonable attorneys’ fees and costs.

13. GOVERNING LAW

This Agreement shall be governed by and construed under the laws of the State of South Carolina, without regard to conflict of law principles.

14. MISCELLANEOUS

14.1 Entire Agreement

This Agreement, together with any Service and Pricing Agreement, estimate, proposal, invoice, or approved change order, constitutes the entire agreement between the parties.

14.2 Amendments

No amendment or modification shall be binding unless in writing and approved by Blueprint.

14.3 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Assignment

The Client may not assign its rights or obligations without Blueprint’s prior written consent.

14.5 Waiver

Failure by Blueprint to enforce any provision shall not constitute waiver of future enforcement.

14.6 Independent Contractors

Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

15. ACCEPTANCE

By executing a Service and Pricing Agreement, tendering Goods to Blueprint, authorizing Services, or otherwise utilizing Blueprint’s services, the Client acknowledges that it has read, understood, and agreed to these Terms and Conditions.

SIGNATURES

Blueprint Warehouse Company, LLC

Signature: _______________________________

Name: __________________________________

Title: ___________________________________

Date: ___________________________________

Client

Signature: _______________________________

Name: __________________________________

Company: ________________________________

Title: ___________________________________

Date: ___________________________________