TERMS & CONDITIONS OF SALE
The following terms and conditions govern all sales from Woodco Millwork Ltd and/or Delver Management LLC (hereafter collectively referred to as "WoodCo") to you:
1. PRICE. While WoodCo works diligently to provide the best quality products at competitive prices, the pricing of WoodCo's goods are subject to periodic change without notice. Notwithstanding any prices which may appear in any WoodCo sales literature or which may otherwise be given verbally at the time of inquiry, the final agreed price of an item ordered is understood and agreed to be our standard price for that item in effect as of the date of actual delivery. The price stated on our invoice are deemed by these terms and conditions to be the final agreed price unless the item is rejected by you in writing within twenty-four hours of your receipt of such invoice. WoodCo will honor its written price quotes that include a statement that the noted price is firm for a fixed period of time so long as delivery is taken by you within the stated period.
2. SALES AND USE TAX. All sales that are conducted within the State of Texas are deemed to take place at WoodCo's premises located at 222/214 Seale Road, San Antonio, TX 78219, and are taxed at the prevailing rate applicable to that point of sale. Customers requesting goods to be delivered, shipped or collected at any other location are deemed to make the purchase at the 222/214 Seale Road location and the customer is solely responsible for any locally levied use tax different to the prevailing rate at the Seale Road premises. For any sales to be treated as exempt from sales and use tax, WoodCo must have a Sales Tax certificate completed and signed by the customer on record at the time of delivery. Any goods that are shipped directly out of the State of Texas will not be charged local sales tax and the purchaser is solely responsible to pay any locally required sales or use tax to the appropriate jurisdiction at the point of use.
3. DELIVERY. WoodCo utilizes its best efforts to fulfill its customer's requests for specific delivery dates. However, alldelivery quotes are estimates only and WoodCo shall not be held responsible for delays or cancellations of shipments or deliveries which are caused by circumstances beyond our exclusive control, including, but not limited to, acts of God, production scheduling variances, delays in obtaining raw materials, government action, labor disputes and the like. It is the customer's responsibility to unload the shipment from the vehicle at the time of delivery unless otherwise previously agreed to in a writing signed by WoodCo. When practicable, WoodCo will follow requested shipping instructions. If none are requested, WoodCo will use its discretion in selecting an appropriate delivery method and delivery location at the delivery location. Once WoodCo's goods are delivered and unloaded at the designated location, you are responsible for any costs associated with relocating the materials on the site, as well as for any loss, damage or casualty to the goods, regardless of the cause, including theft at the delivery site.
4. CLAIMS/RETURNS. As a purchaser of WoodCo's goods and services, you shall have the right and duty to inspect the goods immediately upon delivery to the location specified in the Purchase Order to ensure conformance of the goods with any specified condition, quality and quantity. Any defect or deficiency in the goods shall be reported to WoodCo in writing within twenty-four (24) hours of delivery, specifying in reasonable detail the nature, extent and basis of the claim. Any concealed damage of merchandise caused by shipping via common carrier must be specifically noted in writing on the delivery ticket and reported to WoodCo within that same period, and credit for material so damaged during delivery shall be limited to the amount of the claim paid by the carrier. WoodCo may, at its option, inspect the goods at your facilities to confirm that the goods do not conform, or require that the subject goods be returned by you for inspection at WoodCo's facility at 222/214 Seale, San Antonio, TX 78219. Any failure to comply with these conditions within the time set forth herein shall result in your having been deemed to have irrevocably accepted the goods and unconditionally waiving of any claim related to same. All returns must further be authorized in advance by WoodCo within thirty (30) days of your receipt of the material. Returned materials must average the same grade, widths, and lengths as when the goods were shipped to you. Returned materials will be credited at invoice price, less applicable freight charges and less our standard restocking/handling charge of 25%. We reserve the right to require that freight on returns be prepaid by the customer. All material is assumed received in good condition and as ordered unless exception is specifically noted in writing as provided in this paragraph. No returns will be accepted on any custom run material unless due to milling defects by WoodCo, and no returns will be accepted on special order non-stock items.
5. PAYMENT. All sales are C.O.D. unless credit arrangements have otherwise been made in advance in writing. If your credit application is approved, payment in full is due within thirty (30) days from the date of invoicing. All amounts exceeding your credit limit shall be paid C.O.D. In the event that delivery of an order is delayed at the customer’s request, more than five (5) days after the order is ready for shipment, it is agreed that goods will be invoiced and due in full for C.O.D customers, and the thirty (30) day period will commence for credit customers. The purchase price of the goods and services shall not be subject to the withholding of retainage of any kind, and there shall be no condition precedent to your obligation to make full and timely payment to WoodCo beyond WoodCo's delivery of the goods. Payments received within ten (10) days of the date of invoice will receive the discount stated in the invoice. Payments received after thirty (30) days from the date of invoicing are subject to interest on the debt at the agreed rate of the lower of 1.5% of the outstanding balance for each month, or portion thereof, that the balance remains outstanding or the maximum amount allowed by controlling law. All payments when received, shall be applied to accrued interest, if any, and then towards the principal amount of the oldest outstanding invoices. WoodCo reserves the right to close any account that is more than sixty (60) days past due to new purchases and/or the cancellation of material already on order until the account is paid to current status. WoodCo further reserves the right to abolish or decrease your credit limit without notice at any time for any reason in our sole discretion and to require you to pay cash for the purchase of any goods or services at the time of such purchase or at delivery of the goods or services. In consideration of any credit being extended to you, all notices, demands for payment, presentment, protest and notice of protest are hereby waived by you as to your obligations under this Agreement. If any account is given to an attorney for collection, if suit is brought for collection, or if WoodCo incurs costs in the enforcement of any of its rights hereunder, then you agree to pay all such costs, including reasonable attorney's fees and court costs, in addition to other amounts due, upon demand.
6. LIMITED WARRANTY. WoodCo warrants that its goods will be free of material defect in workmanship and that they will equal or exceed the national accepted standards for like goods for a period of thirty (30) days from the date of delivery. WoodCo's warranties run to the purchaser only and are not assignable; any and all warranties extended by you to anyone shall remain your exclusive responsibility. And descriptions and/or specifications of our goods stated verbally, in our catalog or in any other writing do not constitute a warranty of any kind. Upon receipt of written notice from you within the stated warranty period detailing the existence of any specific defect in workmanship or material, and upon confirmation of the existence a warranty condition and your compliance with all of your obligations under these terms and conditions, WoodCo, at its sole election, will repair, replace or refund the purchase price for the defective workmanship or material without additional cost or obligation to you. Our liability under this warranty shall be limited to repairing, replacing or refunding the products or services furnished by WoodCo only, and shall in no event exceed the total contract price received by WoodCo from you for such goods. Expressly excluded from WoodCo's warranty coverage are any defects caused in whole or in part by any modifications thereto, abuse, neglect, fire, excessive weather conditions, improper or inadequate maintenance, the failure to properly and timely mitigate any damage thereto and/or normal wear or tear under normal usage. You alone are responsible for determining the suitability of our products for your use or resale. WOODCO MAKES NO OTHER WARRANTY, REPRESENTATION OR GUARANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THAT EXTEND BEYOND THE SCOPE OF THE WARRANTY EXPRESSLY SET FORTH HEREIN. ALL WARRANTIES OF WOODCO BECOME VALID AND ENFORCEABLE ONLY UPON WOODCO HAVING RECEIVED FULL AND TIMELY PAYMENT FOR ITS GOODS AND SERVICES AND YOUR COMPLIANCE WITH ALL OTHER TERMS AND CONDITIONS. NO EVENT SHALL WOODCO BE LIABLE TO YOU OR ANYONE ELSE IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILTIY OR OTHERWISE, FOR ANY DAMAGES, WHETHER INCIDENTAL OR CONSEQUENTIAL, WHICH ARE CAUSED OR ALLEGED TO BE CAUSED BY ONE OR MORE OF OUR PRODUCTS, BEYOND THE COST TO YOU OF THE SUBJECT PRODUCT. YOUR EXCLUSIVE REMEDY AGAINST WOODCO, ITS AGENTS, REPRESENTATIVES AND INSURERS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR IN NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE SHALL BE FOR THE REPAIR OR REPLACEMENT OF THE SUBJECT PRODUCT AT OUR OPTION (INCLUDING FREIGHT CHARGES BUT EXCLUDING INSTALLATION AND REMOVAL CHARGES WHICH SHALL BE YOUR RESPONSIBILITY) OR, IF WE CHOOSE, REFUND OF THE PURCHASE PRICE, AND SUCH EXCLUSIVE REMEDY SHALL EXPIRE THIRTY (30) DAYS FROM THE DATE OF DELIVERY.
7. INDEMNIFICATION. WoodCo is a supplier of natural wood materials and products that are subject to naturally occurring variances in the strength, pliability and other characteristics of wood. In acquiring WoodCo's goods and services, you agree that you are exclusively responsible for the manner, method, means and all consequences of incorporating WoodCo's products into any structure, building or object. YOU FURTHER SHALL AND DO HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD FOREVER HARMLESS WOODCO AND ITS AFFILIATED COMPANIES, SUCCESSORS, INSURERS, OWNERS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, LOSSES, FINES, CAUSES OF ACTION, SUITS, ARBITRATIONS, JUDGMENTS AND EXEPNSES, INCLUDING ATTORNEYS' FEES AND OTHER PROFESSIONAL FEES, OF ANY NATURE, KIND OR DESCRIPTION ARISING ON ACCOUNT OF OR IN CONNECTION WITH YOUR USE, MODIFICATION AND/OR INCORPORATION OF WOODCO'S PRODUCTS INTO ANY STRUCTURE, BUILDING OR OBJECT.
8. LIEN RIGHTS. In the event that you have not fully and timely paid for WoodCo's goods and or services when due, WoodCo will have the right, but not the obligation, to file and perfect a mechanic's and materialman's lien, constitutional lien and/or bond claim in the amount of the debt on the real property and improvements for which its goods and services were furnished to protect and secure payment of the debt. Whenever our products are delivered to a construction project site, it is understood and agreed that such products are being delivered for the purpose incorporating them into the project for purposes of compliance with Chapter 53 of the Texas Property Code. You further acknowledge and agree that any milled products shall be deemed specially fabricated materials under that same Code. You shall promptly provide WoodCo with the accurate and complete legal description of the real property for which WoodCo's goods and services were furnished upon request.
9. ARBITRATION. Any and all claims, disputes, and other matters in question arising out of, or relating to your purchase of goods and/or services from WoodCo that do not involve the collection of any past-due payment obligation shall be subject to binding arbitration in Bexar County, Texas, before a neutral arbitrator in accordance with the Fast Track rules and procedures of the Construction Industry Arbitration Rules of the American Arbitration Association then in effect. The agreement to arbitrate shall be specifically enforceable. The award rendered by arbitrators shall be final, and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled to the recovery of its reasonable attorneys’ fees and costs, in addition to any relief to which it may be entitled.All legal rights and obligations of the parties related to the purchase of WoodCo's goods and/or services shall be determined in accordance with the laws of the State of Texas. Pursuant to Section 16.070 of the Texas Civil Practices and Remedies Code, the parties agree and stipulate that any claim or cause of action you have or may have against WoodCo, including any claim for setoff or recoupment, will be forever barred if it is asserted more than two (2) years after the date the cause of action first accrued.
10. MERGER CLAUSE/AMENDMENT. Notwithstanding any previous oral or written agreements or statements, the above provisions are intended to be and shall constitute an exclusive statement and a final expression of the terms of our agreement and concerning all sales from WoodCo to you. The provisions above may be amended only in writing signed by both you and WoodCo.
CONDITIONS OF USE
1.The content of the pages of this web site is for your general information and use only. It is subject to change without notice.
2.Your use of any information or materials on this web site is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this web site meet your specific requirements.
3.Unauthorized use of this web site may give rise to a claim for damages and/or be a criminal offence.
4.From time to time this web site may also include links to other web sites. These links are provided for your convenience to provide further information. They do not signify that we endorse the web site(s). We have no responsibility for the content of the linked web site(s).
5.You may not create a link to this web site from another web site or document without Woodco's prior written consent.