TERMS AND CONDITIONS OF SALE
These terms and conditions apply to all sales of products under the Andersen® brand (and other brands associated with Andersen) and related services by Andersen Professional Building Services (“Seller”). By purchasing products and/or services from Seller, each purchaser (“Customer”) agrees to the following provisions regarding each purchase:
A. Acceptance: Each sale by Seller is subject to the terms and conditions expressed herein, which may not be modified, amended or waived except in a signed writing by Seller's
management. Seller hereby objects to any additional or different terms or conditions, whether or not material, contained in any request for proposal, project specification,
purchase order or other document. There are no conditions, oral or otherwise, agreed upon except as set forth herein.
B. Cancellation: Customer may cancel an order by providing written notice of cancellation to Seller within two (2) business days after Seller receives the order from Customer.
After this period expires, no requests for refunds, cancellations, deletions or changes will be accepted.
C. Price: Unless otherwise expressly noted on Seller’s proposal or invoice, the price set forth does not include any applicable taxes, duties or insurance. Except as expressly
set forth in the proposal or invoice, no other goods or services shall be included.
D. Products and Customer Approval:
1) All products and labor furnished by Seller will be in accordance with Seller’s proposal. Customer agrees that the products are specially manufactured for
Customer, are not suitable for sale to others, and, due to the customized nature of the products, all sales are final and products may not be returned.
2) Customer’s signature or initials on Seller’s proposal or other order paperwork indicates Customer’s agreement that all product details are correct, including but not
limited to product size, color, handing, hardware and glazing. Customer acknowledges that any changes to these product details after the 2-day cancellation period will
require Seller’s consent and the cost of any such changes will be borne solely by Customer.
3) Product descriptions (sketches/shop drawings if provided) are viewed from the exterior.
4) All products are manufactured by Seller or its affiliates per our specifications unless expressly noted otherwise. Specifications may change without notice.
Specifications are available upon request. See your Seller representative.
E. Openings:
1) Rough opening dimensions are provided by Seller as a general guideline for proper fit of the product into the opening.
2) Customer is responsible for providing openings that are adequate and appropriate for installation of product.
F. Delivery Conditions: Seller will have the right to refuse to enter a jobsite or other delivery location when any of following conditions exist:
1) Unclean jobsite or delivery location not safely accessible.
2) Interference or obstruction by other trades or other materials or equipment that hinders or impedes access or creates an unsafe work environment.
G. Code Requirements and Plan Takeoffs:
1) It is Customer’s responsibility to confirm that purchased products meet applicable building code, pool safety, A.D.A. and other legal requirements.
2) Seller’s proposal may offer substitute products due to size, type, availability, field glazing, future reglazing and cost reduction considerations. When Customer
accepts Seller’s proposal, Customer accepts Seller's substitute offerings and waives any claims arising out of the products not complying with the plans.
H. Deliveries and Installation:
1) Seller will deliver the products to the tailgate of the truck at the delivery location designated in Seller’s proposal. If Seller is not providing installation or if Seller delivers
products prior to installation, Customer is responsible for providing labor (and equipment, if necessary) to unload the products. If Customer fails to provide unloading
labor (and equipment, if necessary), the delivery will be rescheduled and Customer will be assessed a rescheduling fee of at least $500.
2) Risk of loss shall be transferred to Customer upon delivery. If glass is broken after delivery, Seller is not responsible for replacing it. If Customer is not present to receive
and inspect the products at delivery, Seller shall have no responsibility or liability for any broken or scratched glass or other claim for damaged products, unless
expressly covered by Seller’s written limited warranty.
3) Customer must notify Seller in writing of any claims related to broken or scratched glass, the products’ paint surface or other product damage within two (2) business
days after delivery and before other trades begin working near the products.
4) Seller agrees to start and diligently pursue work through completion, but the delivery and installation (if applicable) dates given are estimated. If Seller misses the date
indicated, Seller shall not be responsible for any incidental or consequential damages, direct or indirect damages, lost profits or backcharge claims arising out of the
missed date or any delay, including, without limitation any delay due to force majeure, including COVID-19 or any other virus, disease, epidemic or pandemic
(collectively, “Epidemic”), the inability to secure material through regular recognized channels, delays caused by inspection or changes ordered by inspectors of
authorized governmental bodies, or any other causes beyond Seller's reasonable control. Customer further agrees that if Seller’s delivery or installation (if applicable)
is delayed, suspended, disrupted, made more expensive, or otherwise adversely impacted, directly or indirectly by an Epidemic, then Seller shall be entitled to an
equitable adjustment of the Contract price and Contract time for any and all such impacts.
5) If a product is broken or damaged after delivery, Seller is not responsible for repair or replacement unless otherwise covered under Seller’s written limited
warranty. If Customer or its agent is not present to receive and inspect the products at the time of delivery, proof of delivery will not be needed from Seller.
6) Installation is not included unless specifically indicated in Seller’s proposal. If Seller is providing installation, the Additional Terms and Conditions for Installation Services
provided below will apply. Seller is not responsible for defects, damages or other issues related to installation by anyone other than Seller or its subcontractors.
7) If any product is modified in any way after delivery or installation, all product warranties are voided. In each case Seller is not responsible for proper operation and
performance of the product.
8) For a door being installed on a concrete slab, it is Customer’s responsibility to ensure that the area of concrete under the sill shall meet or exceed FL 100 (levelness
tolerance) and FF 100 (flatness tolerance) as defined by Standard Specifications for Tolerances for Concrete Construction and Materials; American Concrete Institute
117, Section 4.5.6. Seller shall not be responsible or liable for any damages or increased expenses arising out of the concrete not meeting these specifications.
9) Seller will store the product for up to 21 days from the initial scheduled delivery date free of charge. Seller will charge a storage fee of $5.00 per panel/ window unit, per
day beginning the 22nd day after the scheduled delivery date. Seller will not store products longer than 60 days, unless agreed otherwise.
10) If Customer cancels or reschedules delivery or installation, Seller must receive a 72-hour notice prior to the originally scheduled date. If notification is less than 72 hours
or final payment is not available, a rescheduling fee of no less than $500 will be assessed to the Customer for loading and unloading.
I. Warranties and Limitation of Liability:
1) Unless expressly agreed otherwise in a signed writing by Seller management, only the applicable express standard written limited warranty for the specific product
applies. Customer understands that different products or product lines may have different limited warranties.
2) For any product not manufactured by Seller or its affiliates: (a) Seller will pass through the applicable manufacturer’s warranty, if any; (b) such products are not covered
by any warranty of Seller or its affiliates; and (c) SELLER AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES FROM SELLER AND ITS
AFFILIATES REGARDING SUCH PRODUCTS.
3) Non-payment on the due date on the account (including failure to make any required down payment) shall be deemed a material breach of this Contract and shall
discharge all of Seller’s warranty, service, replacement, supply of any parts, and reglaze work obligations arising out of this Contract, including, without limitation, on
any or all lots or parcels of any project in which products and/or services were or would be furnished pursuant to this Contract.
4) THE EXPRESS LIMITED WARRANTY OR WARRANTIES BY SELLER FOR THE PRODUCTS AND/OR INSTALLATION ARE THE ONLY EXPRESS WARRANTY OR WARRANTIES
APPLICABLE TO THESE PRODUCTS AND SERVICES. NO ONE IS AUTHORIZED TO MODIFY THE EXPRESS LIMITED WARRANTY OR WARRANTIES. IN NOEVENT SHALL THE ABSOLUTE LIMIT OF SELLER’S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCTS AND RELATED SERVICES.
5) THERE ARE NO OTHER WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THE EXPRESS LIMITED WARRANTY OR WARRANTIES. THERE ARE NO
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED. THE PRODUCTS ARE
SOLD AS IS WITHIN THE WARRANTIES PROVIDED UNDER THE APPLICABLE EXPRESS LIMITED WARRANTY ONLY. THE EXPRESS LIMITED WARRANTIES ARE THE EXCLUSIVE
REMEDY. ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR RELIANCE DAMAGES UNDER THESE TERMS AND CONDITIONS, ANY
APPLICABLE AGREEMENT, OR UNDER ANY AND ALL CLAIMED WARRANTIES IS EXPRESSLY EXCLUDED.
J. Payment Terms:
1) Unless agreed otherwise in writing by Seller, a deposit of 50% is required to enter the order. No refunds, cancellations, changes or deletions will be accepted once the
order is entered.
2) Unless agreed otherwise in writing by Seller, the remaining balance is due as stated on the applicable invoice, which may require payment prior to shipment or upon
delivery. If Seller is providing installation, the remaining balance is due upon substantial completion of installation, as determined by Seller. If any work is not finished at
the time of substantial completion, Customer may withhold not more than 10% of the total price or the cost of the unfinished work, whichever is greater, and pay that
amount when the work is finished. If Seller delivers products prior to installation, payment for products is due upon delivery.
3) Customer may pay the deposit required to enter the order or the balance using a credit card. Customer understands and agrees that payments made with a credit card are
final and cannot be cancelled after the payment has been submitted. Accordingly, Customer undertakes not to contact its bank to reverse any payment or portion thereof
after the payment has been submitted.
4) Seller may change payment terms at any time at Seller’s discretion upon written notice to Customer.
5) Interest will be assessed for all past due amounts at a rate not to exceed 2% per month (24% annual rate). A service fee in an amount not less than USD$25 will be
assessed for each dishonored payment. Any interest payable by Customer will not exceed the maximum rate of interest permitted under applicable law. If Customer’s
account becomes delinquent for any reason, Customer shall pay all of Seller’s legal fees and any other costs or expenses, on a full indemnity basis, regardless of whether
arbitration or any proceeding is initiated or not.
6) All Customer orders and payment obligations are not affected whatsoever by any ‘Pay-if Paid’ clauses. Notwithstanding anything in the Contract or any other
contract to the contrary, Customer has the obligation to pay Seller. Receipt of payment by Customer from any other person or entity is NOT a condition
precedent to Customer’s obligation to pay Seller.
7) Customer may not, at any time, deduct or set-off any amount payable by Customer to Seller under this Order.
K. Miscellaneous:
1) These terms and conditions and Customer’s order become a contract (the “Contract”) when Seller enters the order. The Contract constitutes the entire agreement
between Seller and Customer and there are no representations, promises, warranties, or understandings of any kind or nature except as set forth herein. In the event
of any conflict with any other document, this Contract will prevail.
2) Customer may not assign the Contract or any order or part thereof, nor delegate performance thereunder, without the prior written signed consent of Seller.
3) Failure of Seller to enforce any right under the Contract shall not be deemed a waiver. The adjudicated invalidity by a court of competent jurisdiction in whole or in part
of any term of the Contract shall not affect the validity of any other term. If one or more of the provisions of the Contract or any application thereof shall be invalid,
unenforceable or illegal, the validity, enforceability and legality of the remaining provisions and any other application shall not in any way be impaired thereby.
4) Seller may reject orders at any time, with or without cause.
5) If Customer files a complaint with the Registrar of Contractors with respect to Seller’s work and such complaint results in an administrative hearing, and if the
administrative officer/judge finds that Seller completed the work in compliance with the Contract, Customer agrees to pay all Seller’s attorneys’ fees, experts’ fees,
consultants’ fees, and all other expenses arising out of the complaint.
6) This Contract is governed by Arizona law. Any disputes arising out of the Contract shall be first submitted to mediation, by a mutually agreeable mediator, and if the
parties cannot agree on a mediator, by an American Arbitration Association (AAA) Construction Panel Mediator in Maricopa County, Arizona. If the matter is not settled
through mediation, then the matter shall be submitted to binding arbitration in Maricopa County, Arizona, in conformance with the Revised Uniform Arbitration Act in
Arizona, before a mutually agreeable arbitrator, and if the parties cannot agree on an arbitrator, by an AAA Construction Panel arbitrator. If Costumer breaches the
Contract or pursues a claim against Seller, Customer shall pay all of Seller’s legal fees, expert fees, consultant fees, arbitrator fees, AAA fees, and any other costs or
expenses arising out of Customer’s breach of the Contract, Customer’s claim against Seller, or the arbitration, on a full indemnity basis, if Seller is the prevailing party.
This paragraph does not limit the ability of Seller to pursue litigation in court against Customer to collect money owed.
7) Unless otherwise expressly agreed in writing by Seller, Seller shall remain the sole and exclusive owner of any and all intellectual property related to the products and
their manufacture or otherwise created pursuant to the Contract, including but not limited to any shop drawings and software or other technologies which may have
been made available to Customer. Seller hereby grants to Customer a non-exclusive, non-transferrable, revocable license to use the shop drawings provided to
Customer solely in connection with the installation and use of the products for the project and for the purpose for which they were purchased.
8) Seller shall not be liable to Customer nor be deemed in default of this Contract for any delay or failure in performance caused by acts beyond Seller’s reasonable
control, including, without limitation, acts of God, war, vandalism, sabotage, accidents, fires, floods, diseases, Epidemics, strikes, labor disputes, mechanical
breakdowns, shortages or delays in obtaining suitable parts or equipment, material, labor or transportation, acts of subcontractors, interruption of utility services, acts
of any unit of government or governmental agency, or any similar or dissimilar cause.
9) Seller reserves the right to amend these Terms and Conditions of Sale (including the Additional Terms and Conditions for Installation Services provided below) from time
to time and communicate any such amendments to Customer by any reasonable method, including written notice to Customer or posting such
amended Terms and Conditions of Sale on Seller’s website or any other means by which information is regularly communicated to Seller customers. If Customer
continues to purchase Seller products and/or services, Customer will be deemed to have accepted the revised Terms and Conditions of Sale.
10) These Terms and Conditions of Sale apply only to purchases from Seller. Customer understands that purchases of products from independent dealers, affiliates of Seller
or other parties may be subject to different terms and conditions.
ADDITIONAL TERMS AND CONDITIONS FOR INSTALLATION SERVICES
Installation is not included unless specifically indicated in Seller’s proposal. If Seller is providing installation services, in addition to the Terms and Conditions of Sale provided above, the following terms and conditions apply:
L. Jobsite Conditions:
1) Customer will provide dumpsters or other appropriate waste containers for Seller’s use.
2) Seller may refuse to install its products if the openings are not properly constructed. Seller is not responsible for patching or modifying oversized openings.
3) Seller shall be entitled to recover any additional charges resulting from Customer's failure to provide correct rough openings, which may be due to framing, masonry,
concrete floor or other building conditions.
4) Seller will have the right to refuse to enter the jobsite if the installation openings are not safely accessible.
M. Installation:
1) All installation services furnished by Seller (ROC License #334016) will be in accordance with the proposal provided by Seller.
2) Installation will be performed by Seller or its subcontractors. Customer shall be deemed to have accepted the products following installation. Seller is not
responsible for any defects, damages or other issues related to installation by anyone other than Seller or its subcontractors.
3) If installation is delayed by Customer, Seller may deliver products prior to installation; title and risk of loss shall be transferred to Customer upon delivery.
4) Installation does not include exterior or interior caulking, sealant, trim or finishing, unless expressly provided in Seller’s proposal.
5) Seller will perform the installation work in a professional and workmanlike manner and warrants the installation work for a period of one year from the
installation date. If any product is removed or modified after installation by Seller, the installation warranty is voided.
Rev 20241119