All sales by Builder’s Best, Inc. (“Builder’s Best”) are subject to these terms and conditions of sale (“Terms”). “Goods” refers to any products sold by Builder’s Best, and “Customer” refers to the person or entity purchasing Goods from Builder’s Best as may be identified on Customer’s order or Builder’s Best invoice.
Any visible irregularity with shipment, i.e. shortage or damage, must be recorded on the carrier’s delivery receipt to be considered for credit or replacement. These must be reported in writing to Builder’s Best immediately via email to: firstname.lastname@example.org.
- Offer & Acceptance; Agreement. Builder’s Best’s acceptance of Customer’s order is subject to Customer’s acceptance of these Terms. Any modifications proposed by Customer are not part of the parties’ agreement in the absence of Builder’s Best’s written acceptance thereof. Builder’s Best does not agree to and rejects any terms contained in Customer’s purchase order or other documents that are additional to or different from these Terms, and such terms shall have no force or effect. Terms that are printed on or contained in a purchase order or other form prepared by Customer additional to, in conflict with or inconsistent with these Terms and Conditions shall be inapplicable and shall have no force or effect. Customer’s acceptance of delivery of, or full or partial payment for, the Goods will constitute Customer’s acceptance of these Terms.
- Orders; Payment. All price quotes and list prices are subject to change without notice unless specifically stated in writing by Builder’s Best, and all orders are subject to final approval of Builder’s Best. Orders may not be changed or cancelled without the written approval of Builder’s Best. Customer will reimburse Builder’s Best for all expenses and losses resulting from any Customer change or cancellation. Customer agrees to pay all applicable taxes or charges levied by any tax authority, excluding any taxes based upon Builder’s Best’s income. The purchase price for the Goods shall be paid in accordance with the terms set forth on Builder’s Best’s invoice. In the absence of such terms, payments terms for Goods shall be net thirty (30). Builder’s Best may condition any sale on the receipt of full or partial payment or letter of credit. Invoices not fully paid by the specified payment date are deemed overdue and unpaid balances will accrue interest at the rate of 2% per month, or at the highest rate permitted by law, if lower. Builder’s Best will be entitled to suspend performance of any order or obligation to Customer until the Customer’s account is current. If at any time Builder’s Best determines that Customer’s financial condition, payment practices or credit rating does not justify a sale on credit, Builder’s Best may require advance payment. Customer will reimburse Builder’s Best for all expenses, including reasonable attorneys’ fees, incurred in the collection of any delinquent account or enforcing its rights under these Terms. Builder’s Best reserves the right to cancel an order at any time without penalty.
- Delivery. Builder’s Best will deliver Goods to Customer CPT (Incoterms 2010) Customer’s facility, including all freight and handling charges, by the method of shipment and routing determined by Builder’s Best, except as otherwise specifically agreed in writing between the parties. Customer shall bear the risk of any loss or damage in transit, subject to Section 4, below. Delivery dates of Goods, if specified by Builder’s Best, are estimates only and are not guaranteed and are not binding on Builder’s Best. If Customer causes or requests a delay in the delivery of any Goods, Customer will reimburse Builder’s Best for all resulting damages, including without limitation, payment of reasonable storage expenses for the Goods during the period of delay or interruption.
- Acceptance; Returns. Upon receipt of the Goods, Customer agrees to inspect and/or test the Goods. All sales are final and no return of non-damaged or conforming Goods will be accepted without prior written authorization from Builder’s Best. The Goods shall be deemed accepted by Customer unless Customer provides Builder’s Best written notice specifically noting any defects or discrepancies in the quality or quantity of the Goods received within five (5) days of receipt of the Goods by Customer, which Customer agrees is a reasonable time frame within which to diligently inspect and provide notice to Builder’s Best. Customer waives any right to reject the shipment or revoke acceptance thereafter. Prior to returning any Goods, Customer shall obtain from Builder’s Best a returned goods authorization (RGA), in which Builder’s Best may at their sole discretion provide instructions to return or destroy merchandise on a case-by-case basis. Store-damaged and customer used or damaged merchandise will not be accepted. All returned goods must be in clean, saleable condition, and received within 60 days of original invoice. In the event of an approved RGA for defective, damaged or errors by Builder’s Best, Builder’s Best will specify shipping method, cover the return freight and issue a full credit upon the receipt of the goods. For all other approved RGAs, the credit in this case would reflect a 25% restocking fee and the return freight would be at the customer’s expense. Credits will be issued only for the item(s) and quantities specified on the RGA. If Customer ships damaged or non-conforming Goods to Builder’s Best or fails to obtain Builder’s Best’s written authorization, such shipment will be refused by Builder’s Best and returned to Customer at Customer’s expense.
- Limited Warranty; Disclaimer. Except as otherwise provided herein, Builder’s Best warrants that the Goods will be free from defects in material and workmanship for a period of thirty (30) days, commencing on the date of installation by the original Customer. Builder’s Best’s obligation under this warranty shall be limited to the repair or replacement of Goods to the extent of any proven defect or non-conformity, or at Builder’s Best’s election, to the repayment or crediting of Customer with an amount equal to the purchase price of such defective Goods during the Warranty Period, whether such claims are for breach of warranty, breach of contract, or negligence. Such Warranty Period shall apply only to those Goods which upon Builder’s Best’s examination discloses to its satisfaction that the Goods in question was in fact defective. This limited warranty only applies to Goods installed in accordance with Builder’s Best’s installation instructions and under conditions specified in Builder’s Best’s performance data. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON BUILDER’S BEST’S PART. THIS WARRANTY SHALL NOT APPLY TO ANY GOODS WHICH HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, ABUSE OR MISUSE, OR THAT IS PROVEN NOT TO BE DEFECTIVE. BUILDER’S BEST MAKES NO WARRANTY WHATSOEVER IN RESPECT TO ACCESSORIES, PARTS, SERVICES OR COMPONENTS NOT SUPPLIED BY BUILDER’S BEST. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of Builder’s Best, which is not specifically set forth herein or in Builder’s Best’s quotation, shall be binding upon Builder’s Best.
- Many countries have adopted laws relative to standardization and product certification applicable to various products, including potentially Goods sold by Builder’s Best. Builder’s Best agrees only that its Goods are compliant with standards required under laws of the United States, but it cannot and does not warrant conformity with the standardization and product certification requirements of any other country except to the extent set forth in a separate writing delivered to Customer by Builder’s Best. In the absence of such a separate writing, Customer assumes the obligations for compliance with the applicable laws of any other country.
- Limitation of Liability. BUILDER’S BEST SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING FROM THE SALE, INSPECTION, HANDLING OR USE OF THE GOODS PROVIDED HEREUNDER, OR ANY OTHER CAUSE RELATED THERETO, AND BUILDER’S BEST’S LIABILITY HEREUNDER, IN ANY CASE, IS EXPRESSLY LIMITED TO REPAIRING OR PROVIDING REPLACEMENT GOODS OR, AT BUILDER’S BEST’S ELECTION, TO THE REPAYMENT OR CREDITING OF CUSTOMER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE PAID BY CUSTOMER FOR THE DEFECTIVE OR NON-COMPLYING GOODS. IF CUSTOMER BRINGS ANY ACTION AT LAW OR EQUITY IN CONNECTION WITH THESE TERMS AND CONDITIONS OR CUSTOMER’S PURCHASE ORDER, NO CAUSE OF ACTION BY CUSTOMER SHALL INCLUDE A CLAIM, NOR MAY RECOVERY BE HAD AGAINST BUILDER’S BEST FOR ANY PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONS (INCLUDING DEATH), FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, OR OTHERWISE. BUILDER’S BEST’S LIABILITY SHALL BE SPECIFICALLY LIMITED AS PROVIDED HEREIN.
- Intellectual Property. Customer acknowledges Builder’s Best’s ownership or license of all trademarks, service marks, copyrights, imprints, rights of publicity, patents, design patents, registered designs, industrial designs, trade dress, product design, trade secrets and other intangible rights relating to the Goods (collectively “Builder’s Best Intellectual Property”) and acknowledges that Customer shall have no right, title or interest whatsoever in any Builder’s Best Intellectual Property. Any use of Builder’s Best Intellectual Property in the promotion or sale of Goods will inure to the sole benefit of Builder’s Best, shall be subject to Builder’s Best’s approval and shall strictly conform to sales and advertising guidelines as established from time to time by Builder’s Best. Customer grants Builder’s Best an irrevocable, unrestricted and fully paid license of any intellectual property (such as designs, copyrightable advertising or promotional materials) developed in connection with the Goods and agrees to provide, and obtain from all third parties, all assignments or “work for hire” certifications necessary to secure Builder’s Best’s rights to all such intellectual property.
- Period of Limitations. No claim, suit or other proceeding may be brought by Customer for any breach of any warranty by Builder’s Best or in any way arising out of these Terms and Conditions or relating to the Goods after one (1) year from the date the cause of action accrues.
- Force Majeure. Except for payment obligations of Customer hereunder, neither party shall be liable under these Terms for delays in performance or failure to perform its obligations caused by circumstances beyond its control, including but not limited to, acts of God, wars, riots, strikes, floods, labor disputes, and accidents.
- Applicable Law. These Terms shall be governed by and interpreted according to the laws of the State of Texas (without regard to its conflict of law principles), and the parties hereby consent to the exclusive jurisdiction of the state or federal courts in the State of Texas to adjudicate any dispute arising under or in connection with this Agreement. Any such dispute shall be brought before the Circuit Court for Smith County, Texas or the United States District Court for the Eastern District of Texas. The parties hereby waive any objection based on inconvenient forum.
- No signature to the Terms is required as a precondition to their enforcement. In case any one or more of the provisions contained in these Terms shall be held to be invalid, illegal or unenforceable in any respect, such provisions shall not affect any other provision herein, and these Terms shall be construed as if such provisions had never been contained herein. Builder’s Best has all rights and remedies given to sellers by applicable law, and Builder’s Best’s rights and remedies are cumulative and may be exercised from time to time by Builder’s Best. These Terms and any purchase order related thereto embody the entire understanding between the parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, are merged into these Terms. Builder’s Best reserves the right to modify these Terms at any time with or without notice to Customer. Neither these Terms nor any of their provisions may be waived, modified, amended, or terminated except by an instrument in writing signed by the party against which that enforcement is sought and then only to the extent set forth in that instrument. -17880012-2 Revised 3/26/19