Wilsonart Terms and Conditions of Sale
- Last Updated: September 19, 2016
- The following Terms and Conditions of Sale are incorporated into and form a part of any offer by Wilsonart LLC (“Wilsonart”) to sell products or services (“Products”) to you (“Cus-tomer”) through the Service. By clicking “I Agree” or placing an order for Products, Cus-tomer agrees to be bound by these Terms and Conditions of Sale.
- Wilsonart’s ac-ceptance of any order is expressly conditioned upon customer’s assent to these terms and conditions of sale, and customer’s ac-ceptance of any delivery of products shall constitute acceptance of these terms and conditions of sale.
- Any additional or different terms, in-cluding but not limited to those on Customer’s purchase order, are hereby objected to by Wilsonart and shall be of no force or effect.
- a) Prices for the Products include packaging for domestic shipment, and are exclusive of any other amounts including without limitation fees for export, special packaging, transportation and insurance, which shall be paid by Customer.
- b) Prices do not include any taxes, customs duties or tariffs (collectively “Taxes”). When Wilsonart has the legal obligation to collect and remit any such Taxes, the ap-propriate amount shall be paid by Customer. If Customer is exempt from any such Taxes, Customer must provide Wilsonart with a valid exemption.
- a) Unless Wilsonart requires Customer to pay for the Products immediately at the time of purchase, Wilsonart will invoice Customer for each shipment. If all Products in Customer’s purchase order are not shipped at the same time, Wilsonart may charge Customer’s credit card or other billing method or invoice Customer at the time of shipment for the products that are shipped, as applicable.
- b) Unless Wilsonart requires Customer to pay for the Products immediately at the time of purchase, and provided Customer has an approved credit application, payments, in US dollars, are due per the terms of invoice.
- c) Customer agrees to pay all costs incurred by Wilsonart, including reasonable attor-ney’s fees and expenses and court costs, to collect any sum owed to Wilsonart or to enforce any of Customer’s obligations hereunder.
- a) Any shipment dates quoted to Customer are estimates only
- b) Products shall be packed for shipment in Wilsonart’s standard shipping cartons, marked for shipment to the destination specified in Customer’s purchase order, and made available for pickup by the carrier at Wilsonart’s shipping location, at which time risk of loss shall pass to Customer.
- c) Customer shall inspect all Products upon receipt and such Products shall be deemed accepted by Customer unless written notice of rejection is received by Wilsonart within 48 hours after Customer’s receipt of shipment. All claims by Customer for non-conforming goods (other than breach of warranty) must be made in writing to Wilsonart within 48 hours after receipt of shipment or such claims shall be waived and forever barred.
4) CHANGES AND CANCELLATIONS
- a) Customer may not cancel an order, and Customer cannot return Products to Wilso-nart for credit or refund, without prior written approval from an authorized repre-sentative of Wilsonart.
- b) Wilsonart may, from time to time in its sole discretion: (i) discontinue or limit its pro-duction of any Product; (ii) allocate, terminate or limit deliveries of any Product in time of shortage; and (iii) modify the design of, specifications for, or construction of any Product, provided the modification has equivalent form, fit and function.
- c) All shipments and charges set forth on any invoice will be deemed correct unless Wilsonart receives from Customer, no later than fifteen (15) days after the date of shipment, a written notice specifying the shipment, the order number, and the exact nature of the non-conformity.
- a) Wilsonart warrants to Customer that each Product, as delivered, will be free from defects in materials and workmanship for a period of one (1) year from the date such product is delivered to Customer (the “Warranty Period”). Wilsonart's sole lia-bility and Customer's exclusive remedy for products that fail to conform to this Wil-sonart product limited warranty (“Nonconforming Products”) is limited to repair or replacement of such Nonconforming Products, at Wilsonart’s sole option and elec-tion. The warranty for the repaired or replaced Product is limited to the scope and duration of the original warranty for the Nonconforming Product. This warranty is contingent upon proper use of the Product in the application for which it was intend-ed and does not apply to any Product that is subjected to unusual physical or electri-cal stress, misuse, neglect, improper testing or storage, or unauthorized repair.
- b) The above warranty is for Customer’s benefit only, and is non-transferable. Other than as expressly set forth in section (a) above, wilsonart makes no warranties, express, statutory, implied, or other-wise. Wilsonart specifically disclaims the implied warranties and conditions of non-infringement, merchantability, and fit-ness for a particular purpose, to the maximum extent permit-ted by law.
- c) Return of defective Products must be made according to Wilsonart’s then-current return and RMA policies.
- d) Customer shall indemnify, defend and hold harmless Wilsonart for any costs, ex-penses, damages, or other losses arising out of (i) any warranty made by Customer to any third party that is greater in scope or duration than that set forth in above; and (ii) Customer’s failure to disclaim implied warranties and limit remedies and liabilities to third parties, by and on behalf of Wilsonart.
6) LIMITATION OF LIABILITY
- a) Wilsonart's liability to customer arising out of or relating to any products shall not exceed the aggregate amounts paid by customer to wilsonart for such products. In no event will wilsonart be liable for lost use, profits, revenue, cost of procurement of substitute goods, or any other spe-cial, indirect, reliance, incidental, or consequential damages, however caused and under any theory of liability. The fore-going limita¬tions shall apply regardless of whether wilso-nart has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any lim-ited remedy.
- a) The sale of the Products hereunder to Customer shall in no way be deemed to con-fer upon Customer any right, interest or license in any intellectual property rights, in-cluding without limitation in any patents or patent applications, trademarks or copy-rights of Wilsonart. Wilsonart retains for itself all proprietary rights in and to the Prod-ucts, including without limitation all designs, engineering details and other data and materials pertaining to the Products and to all discoveries, inventions, patents and other proprietary and intellectual property rights arising out of the work done by Wil-sonart in connection with the Products, including the sole right to manufacture any and all such Products.
- b) Wilsonart will be excused from any obligation to the extent performance thereof is rendered impossible by acts of God, fire, flood, riots, material shortages, strikes, governmental acts, disasters, earthquakes, inability to obtain labor or materials through its regular sources, or any other reason beyond the reasonable control of Wilsonart.
- c) None of the Products or underlying information or technology may be exported or reexported, directly or indirectly, contrary to US law or US Government export con-trols.li>
- d) These terms and conditions are governed by the laws of the State of Texas without reference to conflict of law principles. The federal and state courts in Austin, Texas will have exclusive jurisdiction to adjudicate any dispute arising out of these Terms and Conditions of Sale.