Terms and Conditions of Sale
The General Stuff
By placing an Order with Us, You are accepting these Terms & Conditions of Sale (“Terms”), which may change at any time and without notice. Any reference to:
- “Day” means any calendar day, other than a public holiday in the state Your Order is placed;
- “Deposit” means the deposit paid by You when placing Your Order;
- “Difficult Terrain” means any terrain that contains rock, underground systems, services and/or utilities;
- “Events Outside Our Control” means acts of God, fire, flood, lightning, storms, natural disasters, explosions, national emergencies, health crises, governmental actions, acts of war, terrorist threats or acts, riots or civil unrest, revolution or insurrections, labor disputes, major traffic incidents, restraints or delays affecting carriers, unavailability of product from suppliers, telecommunication breakdowns, power outages or other events not reasonably within Our control;
- “Ground Anchor” means a device that secures Our Product to the Job Site;
- “Hand Haulage Fee” means a fee for carrying Our Product by hand;
- “Inspection Period” means Your inspection of the Products within 90 Days of delivery or installation and/or Your inspection of the performed Services within 90 Days of completion (as applicable);
- “Job Site” means the location specified on Your Order;
- “Order” means any order for Products or Services placed in person, over the phone, via text message, or via Our website;
- “Products” means all products provided by Us;
- “Product Warranty” means the product warranty detailed in the Product Warranty clause below;
- “Return Trip Fee” means a fee for revisiting the Job Site;
- “Revision Fee” means a fee for revisions, as detailed in the Revising or Canceling an Order clause below;
- “Services” means all services provided by Us;
- “Services Warranty” means the services warranty detailed the Services Warranty clause below;
- “Texwin”, “Us”, “Our” or “We” means Texwin Acquisition Holdings LLC, including our representatives, affiliates, agents, employees, contractors, and subcontractors; and
- “You” or “Your” means you, including all your affiliates, agents, employees, contractors, and subcontractors.
You must obtain Our prior written consent if You wish to resell any of our Products or Services.
Placing an Order
You may purchase Products or Services by placing an Order with Us. We may accept or decline, in whole or in part, Your Order. Quotes provided by Us expire on the date stated or otherwise 30 Days after issue. We may revise or withdraw any quote before an Order is placed.
Price and Payment Terms
Prices and payment terms for Our Products or Services are specified in Your Order. Prices do not include any sales, use, or other taxes, and You are responsible for paying any such amounts.
Late payments will incur an interest charge of 2% per month or the highest rate permissible under law. You will be responsible for any costs associated with the collection of any unpaid or overdue amounts, including attorneys’ fees and court costs.
Revising or Cancelling an Order
Provided We have not commenced manufacturing, delivery, or installation of Your Order, You may revise Your Order up to 7 Days after it has been placed by emailing [email protected]. Revisions made after this time may be subject to a 10% Revision Fee. If We have commenced manufacturing, delivery, or installation We may, at Our election, refuse to revise Your Order. Any revisions that reduce the value of Your original Order by more than 25% may be treated as a cancellation.
Provided We have not commenced manufacturing, delivery, or installation of Your Order, You may cancel Your Order up to 7 Days after it has been placed by emailing [email protected]. If Your Deposit was paid by credit card, We will refund Your Deposit less a 3% credit card processing fee. After that time, and provided We have not commenced manufacturing, delivery, or installation, You may cancel Your Order, however Your Deposit will not be refunded. If We have commenced manufacturing, delivery, or installation You may cancel Your Order by paying all unpaid amounts owing by You to Us.
We may terminate Your Order with immediate effect, or suspend the delivery of any Products or Services, if You (a) fail to pay any amount when due; (b) have not otherwise performed or complied with any provisions of Your Order or these Terms; or (c) become insolvent, file a petition for bankruptcy, or commence proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
Delivery and Installation
We will deliver and install the Products or perform the Services at the Job Site. Risk in, and the responsibility to care for, the Products will pass to You upon delivery. Title to the Products will pass to You when all unpaid amounts owing by You are received by Us.
Unless You engage us to perform permitting services or concreting services, You will be responsible for preparing the Job Site and obtaining all necessary permits and approvals.
We will use reasonable efforts to deliver and install the Products or perform the Services in the area requested by You, provided there is a minimum 3-foot clearance around the perimeter of the Job Site and the Job Site is level, safe, and otherwise suitable. We will use reasonable efforts to deliver and install the Products or perform the Services by the date requested, however failure to do so does not give You the right to cancel or terminate Your Order or refuse to pay Us.
If Our delivery, installation or performance is delayed because of You or unsuitable conditions at the Job Site, We will unload the Products at the Job Site and all unpaid amounts owing by You to Us must be paid. We will return to the Job Site to install the Products or perform the Services once You have paid a 10% Return Trip Fee. We will not be liable for any failure or delay in performing any obligation when and to the extent caused by Events Outside Our Control.
We may also charge You an additional 4% Hand Haulage Fee if We have to carry a Product more than 50 feet to the Job Site.
We will use reasonable efforts to install Ground Anchors if Your Product includes anchoring, however, if We are unable to install Ground Anchors due to Difficult Terrain, You will remain solely responsible for the installation of such Ground Anchors. Our inability to install Ground Anchors due to Difficult Terrain does not give You the right to cancel or terminate Your Order or refuse to pay Us.
Inspections and Acceptance
You will be deemed to have accepted the Products and Services unless You, within the Inspection Period, reasonably determine that the Products or Services don’t conform with the requirements in the Order by emailing [email protected]. Should We reasonably verify Your claim, We will replace or repair such non-conforming Products or Services or otherwise promptly rectify the nonconformity. Except for the limited Product Warranty and Services Warranty described below, the remedies described here are Your exclusive remedies for nonconforming Products and Services.
Limited Warranties
We will not be liable for a breach of either the Product Warranty or the Services Warranty unless: (a) You send an email to [email protected] detailing the nature of the defect during the applicable warranty period; (b) We are given a reasonable opportunity to examine the alleged defect, if requested by Us; and (c) We reasonably verify Your claim. All warranties are non-transferrable.
Product Warranty
We provide a limited warranty on our Products. We warrant that our Product will: (a) be free from material defects in materials and workmanship under normal use for a period of 1 year from the date of delivery and installation; (b) not leak for a period of 1 year from the date of delivery and installation; and (c) not rust through for a period of 10 years from the date of delivery and installation, provided the Product was installed on concrete.
We won’t be liable for a breach of the Product Warranty: (a) for materials provided by You or any third party; (b) if You alter the Product or attach other materials to the Product; (c) if the Product has been subjected to misuse, excessive external forces, negligence, accident, or Events Outside Our Control; (d) for used Products; or (e) for normal wear and tear, corrosion, or erosion of the Product.
Subject to the restrictions above, Your remedies for breach of the Product Warranty is, at Our election, either the: (a) repair or replacement of the Product (or the defective part); or (b) a credit or refund of the price of the Product (or the defective part).
Services Warranty
We provide a limited warranty on Our Services. We warrant that the Services will be performed: (a) by qualified personnel in a professional and workmanlike manner; and (b) in accordance with generally accepted industry standards and practices. We will only be liable for a breach of this Services Warranty during the Inspection Period. Subject to the restrictions above, Your remedy for breach of the Services Warranty is, at our election, either the: (a) reperformance of the Services; or (b) a credit or refund of any amounts paid under the applicable Order for such nonconforming Services.
Warranty Disclaimer
Except for the limited Product Warranty and Services Warranty described above, We make no warranty whatsoever with respect to the Job Site or Our Products or Services. Without limiting the foregoing: (a) We assume no responsibility and make no warranty or guarantees that Our Products will be free of any color, size, or other cosmetic variations; (b) We make no warranty of merchantability, warranty of fitness for a particular purpose, warranty of title, or warranty against infringement, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise; and (c) Our Products are not intended for human habitation.
Products manufactured by a third party may constitute, contain, be contained in, incorporated into, or attached to Our Products. For the avoidance of doubt, We make no representations or warranties with respect to any third-party product, including any warranty of merchantability, warranty of fitness for a particular purpose, warranty of title, warranty against infringement, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.
Limitation of Liability
In no event will We be liable to You or any third party for any loss of use, revenue or profit or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, including in connection with the Job Site, Our Products, the delivery or installation of Our Products, or Our Services, regardless of whether such damages were foreseeable and whether or not We had been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event will Our aggregate liability arising out of or related to these terms or any Order, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid by You to Us for the Products and Services under the applicable Order.
Indemnification
You agree that You will indemnify and hold Us harmless from any damages, costs, fees, fines, or other losses arising from: (a) Your failure to provide accurate and complete information; (b) Your failure to obtain the necessary permits or approvals for the Job Site; (c) property damage or personal injury resulting from conditions at the Job Site; (d) any damage to and/or from underground systems, services and/or utilities; and (e) any delay caused by You or conditions at the Job Site.
Privacy
Our collection and processing of personal information is governed by Our Privacy Policy, available at www.texwin.com/privacy.
Governing Law
The Terms are governed by the laws of the State of Texas, and You agree to submit to the exclusive jurisdiction of the courts of Van Zandt County, Texas.
