Terms and Conditions
1. OFFER; ACCEPTANCE. These Terms and Conditions of Sale (these “Terms and Conditions” or this “Agreement”) constitute a binding contract between Panoramic Doors, LLC (“Panoramic” or the “Company”) and the purchaser (the “Customer”) of any product (the“Product”) manufactured and/or sold by and Panoramic. The Customer accepts these Terms and Conditions by making a purchase, placing an order, or otherwise shopping on the Company’s website (the “Site”). The terms and conditions of any transaction and/or sale are limited to those contained in the operative quotation/contract of sale (the “Contract”) and these Terms and Conditions. Any additional, different or modified terms or conditions in any documentation delivered by the Customer are hereby deemed to be material alterations and a notice of objection to such additional/different/modified terms and conditions and rejection of the same is hereby given. While the Customer may issue a purchase order or other documentation for administrative purposes only, any additional or different terms and conditions contained therein shall be null and void and the Customer agrees that these Terms and Conditions and the Contract shall govern. The Customer agrees to be bound by and accepts these Terms and Conditions unless the Customer and Panoramic have signed a separate agreement, in which case the separate agreement shall govern. These Terms and Conditions and the Contract constitute the complete understanding and binding contract between Panoramic and the Customer with respect to the subject matter hereof and supersedes any prior written or oral agreements or understandings with regard thereto. These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on the Site at the time the Customer places an order or enters into a Contract shall govern the order/sale in question, unless otherwise agreed in writing by Panoramic and the Customer. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of this Agreement or other documentation related thereto. In the event of any conflict between these Terms and Conditions and the Contract, these Terms and Conditions shall govern.
2. PRICE; PAYMENT. All prices, discounts, transportation costs, taxes, and other charges are payable in U.S. Dollars. All taxes, duties, fees, freight, insurance costs and any other charges of any nature whatsoever, imposed on, in connection with or measured by any transaction between Panoramic and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced. Unless otherwise agreed to in writing and signed by an executive officer of the Company, payment terms are as follows: fifty percent (50%) of the total purchase price shall be due and payable at the time of execution of the contract of sale and the remaining fifty percent (50%) of the total purchase price shall be due and payable prior to shipment of the Product. If the Customer does not pay Panoramic any amount when such amount is due, or if the Customer defaults in the performance of these Terms and Conditions or the Contract, Panoramic may, at its sole option and without incurring liability and without prejudice to the Company’s other lawful remedies: (i) terminate its obligations under these Terms and Conditions and/or the Contract, (ii) declare immediately due and payable all of the Customer’s obligations to Panoramic, (iii) change credit terms with respect to any further work, (iv) suspend or discontinue any further work until the Customer pays all overdue amounts and/or (v) repossess the Product. The Customer agrees to reimburse Panoramic for all costs incurred by the Company in collecting any sums owed by the Customer to Panoramic, including without limitation, attorneys’ fees and costs of proceedings.
The Customer agrees to pay, at the Company’s discretion, a late fee of the lesser of 1.5% per month or the highest rate permitted by applicable law on all amounts not paid in full when due. Panoramic reserves the right, in its sole and absolute discretion, to require payment in advance or other secured form of payment.
3. CANCELLATION; CHANGE ORDERS. The Customer may cancel a transaction, without penalty or obligation, by delivering written notice of cancellation to Panoramic no later than seven (7) days after execution of a contract of sale (the “Termination Period”), but the Customer may not cancel a transaction after the Termination Period expires. If the Customer cancels within the Termination Period, any payments made by the Customer under the contract of sale will be returned to the Customer within ten (10) days following receipt by Panoramic of the written cancellation notice. The Customer may request a change order to a contract of sale during the Termination Period, but no change order will be accepted after the Termination Period expires.
4. QUOTATIONS. Quotations are valid for one hundred and eighty (180) days from the date the quotation is issued. A quotation shall become a binding contract of sale upon full execution of the finalized quotation and receipt by Panoramic of the applicable initial payment pursuant to paragraph 2 above. If the Customer does not execute a binding contract of sale and deliver the applicable payment within one hundred and eighty (180) days after a quotation is issued, the quotation will expire, will no longer be valid and will be null and void.
5. DELIVERY. Panoramic will deliver the Product to the agreed-upon delivery address (the “Delivery Point”) reflected in the Contract. All deliveries are curbside only and the Customer will be responsible for providing the necessary labor to unload and otherwise handle the Product from the delivery vehicle. The estimated delivery date reflected on the contract of sale must be within six (6) months of the execution date of the contract of sale. If the Customer refuses or otherwise delays delivery of the Product, the Customer will be responsible for storage fees in the amount of $200 per week (the “Storage Fee”) starting two (2) weeks after delivery is refused/delayed and continuing for a maximum of one (1) month thereafter (the “Delivery Deadline”). The Customer must remit payment for the balance of the Storage Fee before the Company will ship the Product. If the Customer still has not remitted payment for all moneys due and accepted delivery of the Product prior to the Delivery Deadline, the Customer shall forfeit all right, title and interest in the Product and Panoramic shall be entitled to dispose of the Product in its sole and absolute discretion. Time for delivery of the Product shall not be of the essence. Panoramic will use reasonable efforts to meet any scheduled dates consistent with production schedules, but all quoted lead times are for information only and do not form a binding obligation. Failure by the Company to make any shipments by scheduled dates does not constitute a cause for cancellation and/or for damages of any character.
6. TITLE; RISK OF LOSS; INSPECTION. Unless otherwise agreed to in writing and signed by both parties, the Company will select the means, methods and carriers for shipping the Product and all deliveries shall be FOB (Delivery Point). Panoramic is not responsible for any loss, damage, or delay which may occur after the Company delivers the Product to the Delivery Point. Title to the Product shall vest in the Customer upon delivery of the Product to the Delivery
Point. Customer shall inspect the Product upon receipt and any claims for shortages, non-latent damage/deficiencies or other errors must be made in writing to Panoramic within five (5) days after the Company’s delivery of the Product to the Delivery Point. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Customer. The Product may not be returned to Panoramic for any reason without the Company’s prior written authorization.
7. LIMITED WARRANTY; LIMITED LIABILITY. SEE PANORAMIC’S EXPRESS LIMITED WARRANTIES (www.panoramicdoors.com/warranty) FOR PRODUCT WARRANTY INFORMATION, EXCLUSIONS, DISCLAIMERS AND LIMITATIONS. PANORAMIC’S EXPRESS LIMITED WARRANTIES ARE HEREBY ADOPTED AND INCORPORATED BY REFERENCE AS IF SET FORTH AT LENGTH.
8. FORCE MAJEURE. 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, 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 the Company’s available supply, or any other cause beyond Panoramic’s control affecting production or delivery. In the event of any delay in shipment or nonperformance caused by any of the foregoing, Panoramic may, at its option and without liability, cancel all or any portion of its obligations to the Customer and/or extend any date upon which performance is due.9. GOVERNING LAW. THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS (AND NOT ITS CONFLICTS OF LAW PRINCIPLES) GOVERN ALL MATTERS ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND ALL OF THE TRANSACTIONS IT CONTEMPLATES, INCLUDING WITHOUT LIMITATION ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN TARRANT COUNTY, TEXAS AND THE CUSTOMER CONSENTS AND SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN AND WAIVES THE RIGHT TO CHANGE VENUE.
10. SEVERABILITY; CLERICAL ERRORS; WAIVER; SURVIVAL. The invalidity or unenforceability of any provision or clause of these Terms and Conditions or the Contract shall not affect the validity or enforceability of any other provision or clause. Panoramic reserves the right to correct clerical or similar errors relating to price or any other term shown in these Terms and Conditions and/or the Contract. Failure of either party to insist, in any one or more instances, upon performance of any term, covenant or condition of these Terms and Conditions and/or the Contract shall not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of such term, covenant or condition. Panoramic reserves the right to amend this Agreement from time to time. Sections 2, 5, 7, 9, 10, 12 and 13 of this Agreement shall survive termination of these Terms and Conditions and/or the Contract.
11. ASSIGNMENT. These Terms and Conditions and the Contract are binding upon and inures to the benefit of the Customer and Panoramic and their respective successors and assigns; provided, however, that the Customer may not assign these Terms and Conditions or the Contract, or any part thereof, without the Company’s prior written consent and such consent may be withheld in sole and absolute discretion of the Company. Panoramic may assign its rights and obligations under these Terms and Conditions and the Contract without Customer’s consent. 12. ARBITRATION & MEDIATION. In the event of any disagreement or dispute between Panoramic and Customer relating to these Terms and Conditions, the Contract, the Product or any issue related thereto, the parties shall submit such disagreement or dispute initially to mediation. If the parties are unable to resolve the disagreement or dispute by mediation, the matter shall be submitted to binding arbitration pursuant to the rules of the American Arbitration Association or, if the parties agree, another similar association or 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.
13. LIQUIDATED DAMAGES. The parties to this Agreement agree that the Company’s actual damages in the event the Customer does not accept delivery of the Product by the Delivery Deadline or fails/refuses to pay for the Product would be difficult, if not impossible, to ascertain because of the custom nature of the Product including, but not limited to, its unique size, color, hardware, accessories, functionality and/or features and its negligible, if any, market value other than to the Customer, as well as the uncertain nature of additional costs and risks associated with storing and holding the Product at the Company’s facility including, but not limited to, the elimination of productive work space, incidental and overhead expenses and risk of damage to the Product, and because of differences of opinion with respect to these multiple variances, the parties agree that the Company shall be entitled to retain the full purchase price of the Product and the Product itself as liquidated damages in the event the Customer does not accept delivery of the Product or fails/refuses to pay for the Product by the Delivery Deadline.
14. 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 thereto and hereto were upon the same instrument. Signature of the Contract may be by electronic or digital means and the electronic/digital signature of the Customer and/or the Company shall have the same validity and effect as an original handwritten signature.
15. INSTALLATION. Panoramic DOES NOT install the Product and is not responsible for any problems, damages or issues related to improper installation of the Product or problems, damages or issues arising as a result of the installation of the Product. The Customer is responsible for conducting appropriate due diligence in securing installation services and retaining a qualified contractor, at Customer’s sole cost, to install the Product. While Panoramic may provide the name and contact information for contractors who have experience with installation of the Product, Panoramic in no way endorses any contractors or providers of installation services.