§1. Contract
All offers, quotes and sales by ROLLAC Shutter of Texas, Inc. are subject to these terms and conditions of sale.
§2. Acceptance
By taking delivery of products, Buyer agrees to these terms and conditions unless otherwise expressly agreed under separate written contract with ROLLAC. The terms and conditions stated herein shall prevail over any different or additional terms and conditions proposed by Buyer and shall apply to the sale or shipment of any goods in response to Buyer’s order. ROLLAC hereby objects to any different or additional terms and conditions, which may be proposed or have been proposed by Buyer in any purchase order form or other document.
§3. Privacy
With Rollac’s shopping cart not being saved on a SSL Server (secured server), Rollac takes no responsibility for any lost data. To respect Rollac customers’ privacy Rollac does not demand any credit card,
check or other financial information through means of the web site. Any information necessary to complete a purchase will be inquired by phone, fax, or email.
§4. Prices and Delivery
All quoted prices are subject to change without notice. Prices on accepted orders remain firm for a period of four months from the date of order acceptance, provided final delivery occurs within that period.
Quoted prices are in U.S. dollars F.O.B. ROLLAC Plant, Pearland, Texas, excluding freight, packaging and taxes. Quoted delivery dates are approximate.
§5. Sales Tax
ROLLAC is required to charge applicable state and local tax on every item.
§6. Payment Terms
6.1. For customers with established credit, terms are net thirty (30) days from date of shipment. If credit is not established, please include payment with order or purchase through Visa, Master Card, or
American Express.
6.2. Amounts past due are subject to a finance-charge of 1.5% per month
6.3.On past due accounts ROLLAC retains the right to halt further deliveries and service to Buyer until all past due amounts have been paid, and the required payment in advance for orders not yet delivered.
6.4. Export orders may be subject to special export payment terms and conditions. (see 20.)
§7. Credit Balance
Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND ROLLAC SHALL HAVE NO FURTHER LIABILITY.
§8. Freight Terms
Freight and shipping fees will be charged for shipments to a customer’s place of business anywhere in the contiguous United States, using a carrier of our choice. Other terms apply to Alaska, Hawaii, Puerto Rico, and export orders. Any extra charges incurred for additional services, such as customer’s carrier or special handling by the carrier, must be paid by the consignee. Items back ordered from an order qualifying for prepaid shipping charges will be shipped prepaid. Title and risk of loss pass to the customer upon tender of shipment to the carrier. If product is damaged in transit, consignee must
file claim with the carrier.
§9. Inspection and Claims
All claims against ROLLAC for shortages, damage, etc., must be made in writing to ROLLAC within fourteen days from the date of receipt, otherwise all claims are waived. Buyer shall inspect all products upon delivery and immediately notify the carrier of any defects, loss or damage by telephone and confirm the same in writing to the carrier. ROLLAC cannot process any claim of the buyer concerning product shipments unless Buyer notes its claim, in writing, on all delivery receipts signed by the Buyer and Buyer otherwise complies and properly substantiates its claim in accordance with the carrier’s requirements.
§10. Risk of Loss
Full risk of loss, damage or destruction of the goods shall pass to Buyer upon delivery of the goods, to the carrier at the point of shipment or upon delivery at storage, whichever applies.
§11. Force Majeure
If an order cannot be completed due to causes beyond ROLLAC’s control, ROLLAC retains the right to either cancel the unfinished portion of the order or complete the order if and when this becomes
possible. Buyer shall not have the right to withhold payment on delivered goods and/or services. Force Majeure includes but is not limited to strikes, lockouts, storms, floods, wars, revolutions, major
equipment failures or fire damage at production facilities, and other such acts of God or man.
§12. Warranty
ROLLAC warrants all supplied parts against defects in material and workmanship for a period of two full years from date of sale with the following exceptions: (1) all electric motors are warranted for a period
of five years and (2) all electronic components (automatic and radio control system components) are warranted for a period of one year. If any part or component does not function as intended during the
warranty period, ROLLAC will, at its option, repair the part or furnish a replacement part to Buyer free of charge. This warranty does not apply in cases of abuse, misuse, misapplication or any defects due
to faulty installation. ROLLAC disclaims all other warranties, expressed or implied including, without limitation, the warranties of merchantability, fitness, burglar proof, and light blockage.
§13. Return
No goods may be returned without the express written approval of ROLLAC and without a return authorization number. Returns are subject to ROLLAC’s acceptance, and a restocking charge of 20% of
invoice value will apply on all returned goods. Goods approved for return must be returned in appropriate packaging, freight prepaid and accompanied by a copy of the original invoice. Goods that arrive
damaged or cannot be returned to stock will not receive credit.
§14. Title
Title to the merchandise shall remain in Rollac until payment to Rollac of full purchase price by Buyer. Rollac retains the right to repossess, and any other remedies provided by law.
§15. Limited Liability
ROLLAC’s liability for any and all claims, charges, expenses, damages, losses and injuries arising out of or relating to its performance or breach of any agreement of sale of goods and the manufacture,
sale delivery, resale, repair or use of any goods shall not exceed the purchase price of such goods. This shall be Buyer’s sole and exclusive remedy against ROLLAC outside of the remedy provided for
under ROLLAC’s warranty. In no event shall ROLLAC be liable for incidental, special or consequential damages.
§16. Liens and Security Interest
Buyer shall not allow any un-discharged lien, encumbrance or charges upon the goods supplied by ROLLAC until ROLLAC has received payment in full for such goods. If any liens, encumbrances or
charges are filed against ROLLAC goods prior to full payment, Buyer shall discharge the liens, encumbrances or charges within ten days and reimburse ROLLAC for expenses incurred in defending its
security interest. Title to goods shall remain with ROLLAC until full payment has been received.
§17. Statute of Limitations
Any action against ROLLAC shall be commenced within one year after the cause of action has accrued.
§18. Arbitration, Indemnification and Choice of Law
18.1. Any legal action with respect to any transaction must be commenced within one year after the cause of action has arisen.
18.2. Disputes arising under this agreement shall be decided under procedures set by the American Arbitration Association. Buyer shall be liable for all costs of collection, fees, expenses, court costs and
reasonable attorney fees.
18.3. Buyer expressly agrees to indemnify and hold ROLLAC harmless from all charges and liability from any party relating to actions under this agreement. The rights and duties of the parties to this agreement
and the construction and effect of these terms and conditions shall be governed by the laws of the State of Texas.
§19. Full Agreement
These terms and conditions represent the total agreement of the parties, and all agreements entered into prior to or contemporaneously with the execution of this agreement, other than as provided herein,
are excluded whether oral or in writing.
§20. Special Export Terms and Conditions
20.1. Order Acceptance:
Buyer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by ROLLAC. Buyer further consents that submission of its order shall subject Buyer to the jurisdiction
of the courts of the United States and the State of Texas.
20.2. Payment Terms:
Unless Buyer has an existing account with ROLLAC and unless otherwise agreed, all export sales are made on condition that Buyer make payment in advance by credit card or wire transfer at the time of
order, or that Buyer establishes satisfactory credit with ROLLAC prior to shipment. For Buyers with established credit, terms are net thirty (30) days from date of shipment.
At ROLLAC’s option, certain export orders may be subject to special export payment terms and quotations.
All payments must be in U.S. dollars, and ROLLAC shall have the right of set-off and deduction for all sums owed.
20.3. Credit Balance:
Buyer agrees that any credit balances issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any balance remaining will be subject to cancellation and
ROLLAC shall have no further liability.
20.4. Freight Policy:
Shipping terms are FOB. Buyer shall be responsible for obtaining insurance. At ROLLAC’s option, freight policy for certain export orders may be subject to special terms and conditions. If any item is
backordered on an order qualifying for freight payment, that item will be shipped prepaid as Buyer’s exclusive remedy. If product is damaged in transit, Buyer must file claim exclusively with airline, carrier,
vessel and/or insurance company.
20.5. Product Suitability:
Many countries and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from location to location. While ROLLAC
attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product,
Buyer should review the product application and applicable codes and regulations to be sure that the product, and use will comply with them.
20.6. Trademarks and Copyrights:
Buyer acknowledges that it has no right, title or interest in the trademarks or copyrights in the products and covenants that it will take no action to register or otherwise interfere with such rights of ROLLAC.
Buyer agrees that it will not copy the products sold to Buyer or their packaging or trade dress.
20.7. Complete Agreement:
The sales terms and conditions in ROLLAC’s forms, acknowledgements, quotations, invoices, catalog, web-site and dialog screens are incorporated herein by reference, and constitute the exclusive and
entire agreement between Buyer and ROLLAC. They are also applicable to electronic orders and purchases from ROLLAC’s web site and electronic catalogs.
20.8. Country of Importations:
Buyer represents that it is purchasing products from the United States and importing them to the country specified in Buyer’s and ROLLAC’s documentation. Buyer agrees that the products will be shipped
to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination. If requested by ROLLAC,
Buyer shall provide documentation satisfactory to ROLLAC verifying delivery at the designated country. Buyer agrees to inform ROLLAC at the time of order of any NAFTA or other certificates of origin
or other special documentation, packaging or product marking or labeling and ROLLAC shall not be responsible for providing any such documentation, packaging, marking or labeling unless ROLLAC
expressly agrees.
20.9. Export and Import Licenses, Controls, Permits and Freight Forwarder:
Buyer shall be responsible for obtaining and paying for any permits, licenses or other governmental authorization(s) necessary for the exportation from the U.S. or importation of the products to the designated
country of importation, and it shall comply with all laws and regulations thereof. Buyer shall select and pay the freight forwarder who shall solely be the Buyer’s agent. The freight forwarder’s actions
shall not be deemed authorized by, or binding upon ROLLAC unless expressly agreed to by ROLLAC. The Buyer and its freight forwarder shall be solely responsible for preparing and filing the Shipper’s
Export Declaration. At the request of ROLLAC, Buyer agrees to provide copies of any export, shipping or import documents prepared by Buyer or its agents related to ROLLAC’s sales to Buyer.
20.10. Foreign Corruption Practices Act:
Buyer acknowledges that it is not the agent of ROLLAC and represents and warrants that it has not, and covenants that it will not, pay anything of value to any government employee in connection with
the resale of the products.
20.11. No Third Party Benefit:
The provisions stated above are for the sole benefit of the parties hereto and confer no rights, benefits or claims upon any person or entity not a party hereto.
20.12. Waiver:
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any
such term or condition by the other party.