Terms & Conditions of Sale
1. Basis of Sale. All products and services furnished by Seller are sold on the terms and conditions stated herein and Seller’s performance under any proposal or contract is made expressly conditioned upon Buyer’s agreement to the terms and conditions contained herein (the “Terms”).
2. Precedence. These terms and conditions shall take precedence over any terms and conditions contained in Buyer’s purchase order or other similar form or in any documentation incorporated by reference in Buyer’s purchase order. No term or condition of any purchase order in addition to, or different from, the terms and conditions set forth herein, shall become part of any agreement between Seller and Buyer unless expressly agreed to in a writing physically signed by Seller. Modifications to these Terms shall be effective immediately upon notice to Buyer, including via posting to www.sanctuarysheds.com. Continued purchases after modifications have been made will constitute user acceptance of the Terms, as modified.
3. Purchase Orders. By submitting a purchase order to Seller, Buyer agrees to be subject to these terms and conditions in their entirety. No purchase order, whether or not submitted in response to a quotation by Seller, shall be binding upon Seller until Seller has accepted such purchase order by issuing an order acknowledgement. Notwithstanding any dates specified in a purchase order, all purchase orders are subject to Seller’s standard lead-times then in effect.
4. Delivery Terms. Seller will make all shipping arrangements and all costs and expenses for shipping and insurance shall be added to the invoice produced by Seller for payment by Buyer. All sales, use, or other taxes, any U.S. port and export forwarding agent’s fees, freight handling and transportation charges, insurance, export/import license fees, customs duties, and the like shall be paid by Buyer, who shall indemnify Seller against all claims and liabilities therefor. Seller and Buyer shall agree upon approximate delivery dates. Seller shall not, however, be liable for any delivery of products in advance of or subsequent to the date quoted for delivery, however caused, and time for delivery is not of the essence.
5. Payment. Unless otherwise set forth on Seller’s invoice, fifty percent (50%) of the purchase price for a product shall be paid when the product is ordered and the remaining balance of the purchase price and all taxes, shipping, insurance and any other costs agreed to by Seller and Buyer shall be paid prior to shipping. Seller reserves the right to charge interest, or a fee in lieu of interest, at the highest rate allowed by the law on all overdue accounts, plus all costs associated with the collection of such overdue accounts (including, without limitation, attorneys’ fees), with each fraction of a month counted as a full month. Whenever Seller in good faith deems itself insecure, Seller may cancel any outstanding purchase order with Buyer; decline to make delivery of products to Buyer; revoke any extension of credit to Buyer; reduce any unpaid debt by enforcing its security interest, created hereby, in all products (and proceeds therefrom) furnished by Seller to Buyer; and take any other steps necessary or desirable to secure Seller fully with respect to Buyer’s payment for products and services furnished or to be furnished by Seller. All costs for installation services ordered through Seller shall be paid when the installation has been completed.
6. Order Cancellation/Rescheduling. Each Buyer shall have the absolute right for a period of forty-eight (48) hours after placing an order, to cancel the order and receive a complete refund of any monies the Buyer has paid. Thereafter, the Buyer may not cancel a purchase order accepted by Seller without the express written consent of Seller. Seller shall use commercially reasonable attempts to accommodate Buyer cancellation or change order requests, however all cancellation or change order requests shall be subject to cancellation or change order fees and other costs and expenses as determined by Seller.
7. Retention of Title/Security Interest. Seller shall have, and Buyer hereby grants to Seller, a security interest in all products and all proceeds therefrom until such time as the entire purchase price, whether represented by notes, open account or otherwise, is paid in full in cash to Seller. Buyer shall cooperate with Seller in complying with all applicable laws and regulations and perform all acts deemed necessary or advisable by Seller to perfect and ensure Seller’s security interest in said products. If requested by Seller, either prior to shipment or at any time when any part of the purchase price remains unpaid, Buyer shall give to Seller in Seller’s usual form, a financing statement or such other document as may be required to perfect such security interest.
8. Inspection/Acceptance/Return. Buyer shall be conclusively deemed to have inspected and accepted the products within ten (10) days of receipt (the “Inspection Period”). Any deficiency in the quality or quantity of such products must be reported, if at all, prior to the expiration of the Inspection Period. Buyer’s claims regarding any such deficiency not discovered or discoverable during the Inspection Period shall be barred if not reported within the Inspection Period, except and to the extent that such claims are valid under Seller’s Limited Warranty as set forth below. Buyer may not return any products, under warranty claim or otherwise, without first reporting to Seller the reasons for such return and obtaining Seller’s prior approval therefor, and then observing such reasonable instructions as Seller may give in authorizing any return.
9. Limited Warranty. Seller warrants that each of its products shall be free of manufacturing defects due to workmanship and materials in normal use and service for a period of one (1) year from the date the product is shipped to the Buyer (the “Limited Warranty”). If installation services were contracted through Seller, the Limited Warranty will also cover such installation for a period of one (1) year from the date such installation was completed. The Limited Warranty will only apply if the product has been used in accordance with its intended purpose and is subject to the limitations described below. All claims made pursuant to this Limited Warranty are void unless submitted to Seller within sixty (60) calendar days after the discovery of any Limited Warranty claim.
If a product is defective in workmanship or materials and a valid claim is received during the Warranty Period described above, Seller, at products’ option, will either: (a) repair the defect at no charge, using new or refurbished product replacement parts, or (b) exchange the product with a product that is new or which has been manufactured from new or serviceable used parts and is at least functionally equivalent to the original product, or (c) refund the purchase price of the product. If installation services were contracted through Seller and the installation of a product was faulty and a valid claim is received during the Warranty Period as described above, Seller will correct the installation problems at Seller’s expense.
Seller is not responsible for damage arising from a foundation that does not follow our specifications, failure to follow instructions relating to the product’s installation, use or maintenance or from damage caused by weather, changes in site or ground conditions, misuse, abuse, vandalism, or repairs or modifications of the product that have been made by someone other than products’ installer. In addition, unless the installation of the product was contracted through Seller, the Limited Warranty will not cover faulty installation.
EXCEPT AS PROVIDED IN THE LIMITED WARRANTY, SELLER MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO ANY PRODUCT AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY AND SPECIFICALLY EXCLUDED AND DISCLAIMED.
SELLER WILL NOT BE LIABLE UNDER THIS LIMITED WARRANTY UNLESS (1) SELLER IS NOTIFIED IN WRITING OF ANY DEFECT BY THE BUYER PRIOR TO THE EXPIRATION OF THE WARRANTY PERIOD AS DESCRIBED ABOVE, AND (2) SELLER’S EXAMINATION OF THE DEFECTIVE PRODUCT REASONABLY DISCLOSES THAT ANY DEFECTS HAVE NOT BEEN CAUSED BY THE BUYER’S IMPROPER HANDLING, USE, NEGLECT, REPAIR, ALTERATION OR ACCIDENT.
UNDER NO CIRCUMSTANCES WHATSOEVER SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING, WITHOUT LIMITATION, DAMAGE OR LOSS OF PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, LOST GOODWILL, COST OF PURCHASED OR REPLACEMENT PRODUCTS, CLAIMS FOR SERVICE INTERRUPTIONS, IMPAIRMENT OF OTHER ASSETS, OR OTHERWISE, AND WHETHER ARISING OUT OF BREACH OF WARRANTY, FAILURE OF AN ESSENTIAL REMEDY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, OR OTHERWISE. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE COST OF THE PRODUCT AT ISSUE.
10. Indemnification. Buyer shall indemnify and hold Seller harmless from and shall pay to Seller the monetary value of any losses (including all attorney’s fees and related costs and expenses) arising, directly or indirectly, from or in connection with: (i) Buyer’s use of any product, and (ii) any negligence or willful misconduct of Buyer.
11. Force Majeure. Seller shall be excused from performing in the event of acts of God, pandemics, strikes, riots, fires, war, revolution, civil commotion, acts of a public enemy, acts of terror, assertions by third parties of infringement claims, late or non-delivery by suppliers to Seller, lack of adequate production capacity, failure or delay in plant start-up, breakdown of machinery or shortages of raw materials, power, equipment, field, transportation, containers, local, federal, or foreign governmental prohibitions or limitations on performance, any act, law or regulation of any government with jurisdiction over Seller, and all other contingencies beyond the reasonable control of the party claiming excuse which render performance by such party commercially impracticable. In the event of shortage of production or supply of products for any reason, Seller reserves the right to allocate its supplies of products to itself as well as to unaffiliated customers, as it deems reasonable.
12. Assignment. Buyer cannot assign its rights under any transactions contemplated by these terms and conditions without the express prior written consent of Seller.
13. Amendment. These terms and conditions may be amended or supplemented only by a separate, signed agreement expressly amending or supplementing one or more of these terms and conditions and signed by a duly authorized representative of Seller and Buyer.
14. Severability. In the event any of the terms and conditions contained herein is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability does not affect any other term or condition.
15. Waiver. Any claim or right of Seller arising out of a breach of these terms and conditions or the transactions contemplated hereunder can be discharged in whole or in part by a waiver or renunciation of the claim or right only if such waiver or renunciation is supported by consideration and is in writing signed by a duly authorized representative of Seller. The waiver by Seller of a breach of any provision of these terms and conditions or any of the transactions contemplated hereunder shall not constitute a waiver of any other breach, or a subsequent breach of such provision for the same or any other cause.
16. Notices. All notices required or permitted to be sent to Seller or Buyer shall be given in the English language, in writing, and shall be deemed duly delivered when received via: (i) e-mail (if to Seller, to email@example.com, provided that a written copy of such notice is promptly delivered thereafter; or (ii) an internationally recognized commercial overnight courier service (if to Seller, to 375 Rivertown Drive, St. Paul, MN 55125 Attn: President). All such notices shall be sent to the parties at such addresses as they shall make known to the other parties upon like notice.
17. Intellectual Property. Seller shall retain sole ownership of all right, title, and interest in and to all of its intellectual property, including, without limitation, content and materials on its website, ideas, methods, trademarks, service marks, trade names, symbols, logos, copyrights, patents, trade secrets, and know-how (collectively, the “Intellectual Property”), and no licenses to any Intellectual Property are created hereunder.
18. Trade Compliance. Buyer agrees and acknowledges that the products are sold in accordance with U.S. Export Administration Regulations. Buyer agrees to ascertain and comply with all applicable export and re-export obligations and restrictions, including without limitation, U.S. export and re-export controls and economic sanctions regulations. U.S. economic sanctions laws and regulations prohibit virtually all exports and re-exports of products to, and transactions with, certain countries, including without limitation, Cuba, North Korea, Iran, Sudan, Syria, and Crimea. Diversion of products contrary to U.S. law is strictly prohibited. In addition, Buyer will review and comply with any applicable national export compliance laws and regulations in Buyer’s home country that may impact the export or re-export of products. Customs duties, taxes, excises, tariffs, import fees, premiums, temporary price adjustments, or surcharges (“Surcharge”) may be passed through effective with shipments on the date of the Surcharge announcement, including any retroactive Surcharges. Surcharges will be removed from the film price once lifted in the market. If applicable, all Surcharges shall be subtracted from net sales for the purposes of any rebate thresholds and calculations.
19. Governing Law/Jurisdiction. All transactions to which these terms and conditions apply shall be governed by and construed in accordance with the laws of the State of Minnesota, United States of America, without reference to any choice of law provision that would cause the application of the laws of any jurisdiction other than the laws of Minnesota. Any legal action with respect to any such transactions must be commenced within two years after the cause of action has accrued. Any dispute arising under or relating to the transactions to which these terms and conditions apply shall be litigated in the state or federal courts sited in Minnesota. Buyer voluntarily and irrevocably submits to the jurisdiction of such courts in any such action or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. Both parties hereby knowingly and willingly waive their right to trial by jury.