Terms and Conditions
1. OFFER; ACCEPTANCE. Customer’s signature on the quote and any disclosures, product drawings, and other documents included with the package sent via the electronic signature platform by Panoramic (e.g. DocuSign); these Terms and Conditions (“Terms”); and receipt of the initial payment constitute the binding contract of sale between Panoramic Doors, LLC (“Panoramic”) and the purchaser (“Customer”) for product sold by Panoramic (“Product”) (collectively the “Contract”). Any additional, conflicting, or contrary term or condition in other documentation is rejected and not made part of the Contract unless expressly agreed to in writing by an executive of Panoramic. Customer agrees to be bound by and accepts these Terms.
2. QUOTES. Quotes are valid for 30 days from the date issued. The quote expires if Customer does not execute a binding Contract within 30 days after a quote is issued. A new quote may be requested but offerings and prices are subject to change.
3. PRICE. All prices, transportation costs, taxes, and other charges are payable in U.S. Dollars. The quote includes an estimate as to taxes or other costs associated with the sale. However, any additional taxes, duties, fees, freight, insurance costs, and any other charges incurred, imposed on, or measured by the sale shall be paid by Customer.
4. PAYMENT. Unless expressly agreed to in writing and signed by an executive officer of Panoramic, payment terms are: 50% of the total purchase price shall be due and payable at the time of execution of the Contract and the remaining 50% of the total purchase price shall be due and payable prior to shipment of the Product. Panoramic reserves the right, in its sole discretion, to require payment in advance or other secured form of payment. A late fee of the lesser of 1.5% per month or the highest rate permitted by applicable law will incur on all amounts not paid in full when due.
5. TERMINATION PERIOD. Customer may cancel an order without penalty by providing a written notice of cancellation received by Panoramic no later than seven (7) days after execution of the Contract (“Termination Period”). If Customer cancels within the Termination Period, any payments made by Customer will be returned within 10 days following receipt by Panoramic of an effective cancellation notice. Product is made-to-order so orders may not be canceled after the Termination Period expires.
6. CHANGE ORDERS. Customer may request a change to an order any time during the Termination Period. Changes must be requested in writing and are subject to acceptance by Panoramic at its discretion. Product is made-to-order so no changes are permitted after the Termination Period.
7. PRODUCT SELECTION. Panoramic is a door manufacturer that builds Product pursuant to specifications provided by its customer. As such, Panoramic is not responsible for determining if the Product is suitable for the desired use and application, including whether Product complies with project plans and specifications, applicable building regulations or codes, and environmental conditions.
8. PRODUCT DRAWINGS. Any product drawing from Panoramic is provided solely for use in connection with the Product sold (“Product Drawing”). Panoramic retains all rights to them as copyrighted material. Customer shall not use or share Product Drawings for any purpose other than the purchase and installation of the Product. Should Customer use Product Drawings in an unauthorized manner, such as sharing them with a competitor, Customer shall be responsible to Panoramic for liquidated damages in the amount of 20% of the purchase price of the Contract for each violation.
9. DELIVERY. Panoramic will arrange for delivery of the Product to the delivery address stated in the Contract. Changes made to the delivery address after the 7-day termination period, Section 5 (Termination Period), may result in reconsignment and storage fees from the courier. Customer is responsible for payment due at the time of reconsignment. Deliveries to the address in the contract include the product to be offloaded to the curbside only. No exceptions are made to deliver up or to the driveway, side of residence/jobsite, backyard or rear yard delivery, porch/verandah, any unpaved surface or any other location at residence/jobsite that is not curbside only. Customer is responsible for providing necessary labor to relocate the product from the curbside. Additional services to relocate the product from curbside to garage or equivalent are offered by the courier and are subject to availability. Customer is responsible for any additional charges for said services prior to delivery. Customer may add/decline said services within the 7-day termination period. Section 5 (Termination Period). Panoramic will use reasonable efforts to make quoted delivery dates, but they are estimates only and subject to change. Panoramic is not responsible for any loss or damage due to a delay in delivery, such has been caused by an act of God, war, major disaster, pandemic, terrorism, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance; delay by carriers; shortage of fuel, power, materials, or supplies; operation of statutes, laws, rules, or rulings of any court or government; demand for goods exceeding available supply; or any other cause beyond Panoramic’s control affecting production or delivery. Failure by Panoramic to make any shipment by an estimated date does not constitute a breach or cause for cancellation of the Contract.
10. TITLE; RISK OF LOSS. Unless otherwise agreed to in a writing signed by both parties, Panoramic will select the means, methods, and carriers for shipping the Product and all deliveries shall be FOB destination. Panoramic is not responsible for any loss, damage, or delay which may occur after the Product is delivered. Title to the Product shall vest in Customer upon delivery. Product is made-to-order and may not be returned.
11. STORAGE FEE. Panoramic has limited storage space in its facilities. If Customer is not ready to accept delivery on the date scheduled by Panoramic, Panoramic will store the Product at no cost for up to two (2) weeks after the scheduled delivery date. After the first two (2) weeks, Panoramic will store the Product for up to an additional two (2) weeks at a cost to Customer of $200 per week. The balance of the purchase price is due when the Product is initially scheduled for delivery, even if Panoramic stores the Product. If Customer has not remitted full payment, including the storage fee, and fails to accept delivery at the end of the 4-week storage period, Customer will be in breach of the Contract and Panoramic may seek the remedies provided in Section 17 (Default).
12. INSPECTION. Customer shall inspect the Product for shortages, damage, deficiencies, or other errors (“Nonconformity”) within 3 days of unpacking, but in any event no later than 120 days after delivery, and prior to installation. Customer shall provide written notice of a Nonconformity as soon as practicable upon discovery, and allow Panoramic an opportunity to confirm and cure. Failure to notify Panoramic shall constitute unqualified acceptance and a waiver of all such claims by the Customer. Do not install Product with a Nonconformity absent Panoramic’s written consent.
13. INSTALLATION. The Contract covers the sale of the Product only. Panoramic DOES NOT install Product, and Customer shall be responsible for hiring, paying, and supervision of an installer. Panoramic shall not responsible for any damages, deficiencies, or issues related to, or arising as the result of, installation of the Product. Panoramic may provide the names of contractors who have experience installing Panoramic products but, by doing so, Panoramic in no way endorses or accepts responsibility for the work of those contractors, and Customer acknowledges that the contractors are independent of Panoramic. Customer is responsible for conducting appropriate due diligence to retain a qualified installation contractor and assumes the risk of any issues that may arise with respect to installation.
14. TESTING. Some Panoramic models have been tested in a laboratory in accordance with AAMA and NFRC standards. This testing provides buyers with objective data relating to the performance of Panoramic products in a laboratory setting. While Panoramic manufactures its products using the same basic components and methods as used in the manufacture of the tested product, manufacturing tolerances, as well as handling and installation can affect in-field performance. Additionally, Panoramic has not tested its product in every possible configuration or with every available option.
15. DISCLAIMERS; LIMITATIONS. Panoramic’s written warranty is the sole and exclusive warranty provided for the Product. PANORAMIC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The remedies provided for in these Terms (and in the product warranty if Customer is also the end user) are Customer’s sole and exclusive remedies with respect to the Product and Contract. Customer has one (1) year from the date of delivery to bring any and all claims under these Terms. IN NO EVENT SHALL PANORAMIC BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, OR CONTINGENT DAMAGES, even if it actually knows of the possibility of such damages. Panoramic’s maximum liability for all damages, personal injury, property damage, or breach of these Terms under any legal theory may not exceed the purchase price of the Product. Some state and federal laws may not allow disclaimers on implied warranties or exclusions of incidental and consequential damages, so these limitations or exclusions may not apply to you. This Warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
16. EXCUSE OF PERFORMANCE. Panoramic always puts forth its best effort to manufacture and deliver product in a timely manner. Panoramic shall not be responsible for delay in delivery, failure to fill orders, or other alleged default or damage where such has been caused by an act of God, war, major disaster, pandemic, terrorism, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance; delay by carriers; shortage of fuel, power, materials, or supplies; operation of statutes, laws, rules, or rulings of any court or government; demand for goods exceeding available supply; or any other cause beyond Panoramic’s control affecting production or delivery. In the event of any delay or nonperformance relating to manufacture or shipping caused by any of the foregoing, Panoramic may, at its option and without liability, cancel all or any portion of its obligations to Customer and/or extend any date upon which performance is due.
17. DEFAULT. If Customer fails to pay Panoramic when such amount is due, if Panoramic has a reasonable basis to request assurances which are not provided by Customer, or if Customer otherwise defaults in the performance of the Contract, Panoramic may provide Customer with written notice of breach of the Contract. Customer shall have five (5) business days to cure the default following receipt of notice. If Customer fails to cure, Panoramic may, at its sole option, and without waiving any other lawful remedies, take one or more of the following actions: (i) terminate its obligations under the Contract, (ii) declare immediately due and payable all of Customer’s obligations to Panoramic, (iii) change credit terms with respect to any future orders, and/or (iv) repossess the Product. Each party will bear its own fees and costs arising from enforcement of these remedies.
18. INDEMNIFICATION BY CUSTOMER. Upon timely notice, Customer shall defend and indemnify Panoramic from and against all liabilities, losses, claims, costs, and expenses related to any claim, investigation, litigation, or proceeding brought by a third party (“Claims”) to the extent relating to or arising out of (a) the installation or repair of Product by Customer or anyone on Customer’s behalf; (b) Customer’s selection of Product for a particular application; or (c) any representation, warranty, claim, or promise made by Customer or Customer’s agents to anyone relating in any way to the Products (other than information contained on our website, in our product literature, and in the Product warranty) without our prior express written consent. Panoramic may choose to require Customer to pay Panoramic for all attorneys’ fees reasonably incurred in Panoramic defending and resolving the Claim, or cause Customer to take over the entire defense and settlement or other disposal of such Claim at its sole expense.
19. INDEMNIFICATION BY PANORAMIC. Upon timely notice from a Customer purchasing product under this Contract for the purpose of resale, Panoramic shall defend and indemnify Customer from all Claims to the extent they directly arise out of a defect in the materials or workmanship of the Product that existed at the time the Product left Panoramic’s control. Panoramic will take over defense and other settlement or disposal of the Claim at its sole expense and will not be responsible for any costs incurred by Customer with respect to the Claim. Customer waives any right to indemnification from Panoramic beyond this Section 19, including any right otherwise provided by contract or statute (e.g. Tex. Civ. Prac. & Rem. Code §82.002, Cal. Civ. Code §1792).
20. MEDIATION; ARBITRATION. In the event of any disagreement between Panoramic and Customer relating to the Contract, the Product, or any issue related thereto, the parties shall submit such disagreement initially to mediation. If the parties are unable to resolve the disagreement by mediation, the matter shall be submitted to binding arbitration pursuant to the rules of the American Arbitration Association or another similar service mutually agreeable to the parties. The mediation and arbitration shall be held in Tarrant County, Texas, and any judgment upon the award rendered pursuant to such proceeding may be entered in any court having jurisdiction thereof. Each party will bear its own attorneys’ fees incurred as a result
of the alternative dispute resolution proceeding, and the mediator/arbitrator’s fee will be split evenly between the parties.
21. GOVERNING LAW. The substantive laws of the State of Texas (and not its conflicts of law principles) shall govern all matters arising out of, or relating to, the Contract or Product, including without limitation its validity, interpretation, construction, performance, and enforcement.
22. ASSIGNMENT. Customer may not assign the Contract, in whole or part, without Panoramic’s prior written consent which shall not be unreasonably withheld. Panoramic may reasonably assign its rights and obligations under the Contract without Customer’s consent.
23. INTEGRATION. The Contract constitutes the complete understanding between Panoramic and Customer with respect to the subject matter and supersedes any prior written or oral agreements or understandings. No course of performance or prior dealings and no usage of trade between the parties will be relevant to determine the meaning of the Contract.
24. SEVERABILITY; WAIVER. The invalidity or unenforceability of any provision or clause of the Contract shall not affect the validity or enforceability of any other provision or clause. Failure of either party to insist, in any one or more instances, upon performance of any term of the Contract shall not be construed as a waiver of any right under the Contract or of the future performance of such term.
25. COUNTERPARTS; ELECTRONIC SIGNATURE. The Contract may be signed in counterparts, each of which shall be an original with the same effect as if the signatures were upon the same instrument. Signatures may be by electronic or digital means and the electronic and digital signatures shall have the same validity and effect as an original handwritten signature
Panoramic Doors, LLC
Effective May 1, 2021