These Terms and Conditions of Sale (“Terms”) govern all quotations, order acknowledgments, invoices, sales, deliveries, and other transactions by Foundation Fence Supply (“Seller”) to the customer identified on the applicable transaction document (“Buyer”).
Any additional, inconsistent, or different terms proposed by Buyer, including terms contained in any purchase order, are rejected and shall be of no effect unless expressly accepted in a writing signed by Seller.
Buyer’s written approval by email, electronic acceptance, payment, acceptance of delivery, or submission of an order after receipt of these Terms constitutes acceptance.
All quotations are estimates only and remain subject to change, correction, withdrawal, and prior sale until accepted by Seller in writing.
Unless otherwise stated, prices exclude freight, delivery, unloading, storage, taxes, duties, tariffs, customs charges, insurance, and other similar charges.
Seller may correct clerical or administrative errors and adjust pricing before shipment for supplier price increases, freight increases, tariff changes, material cost increases, or similar causes beyond Seller’s reasonable control.
Buyer is solely responsible for verifying all quantities, measurements, dimensions, layouts, field conditions, color selections, finishes, gates, hardware, accessories, waste, compatibility, and project suitability.
Seller relies entirely on information supplied by Buyer and does not provide engineering, takeoff services, installation design, permitting advice, surveying, or code compliance review unless separately agreed in writing.
Any omission, miscalculation, incompatibility, or ordering error arising from Buyer information remains Buyer’s sole responsibility.
No order is binding on Seller until accepted by Seller. Once accepted, an order may not be changed, suspended, or canceled except with Seller written consent.
If Seller allows a change, Buyer shall pay all resulting increases in price and all costs incurred by Seller, including supplier charges, freight, labor, handling, administrative costs, cancellation charges, and restocking fees.
Custom, special-order, non-stock, cut-to-size, made-to-order, or otherwise non-resalable goods are non-cancelable and non-returnable once committed to Seller or Seller suppliers.
Payment is due as stated on invoice. If no terms are stated, payment is due upon receipt. Seller may require deposits, full prepayment, credit approval, or other security before accepting, processing, releasing, or shipping any order.
If Seller extends credit, such credit may be reduced, suspended, or withdrawn at any time. Seller may withhold shipment whenever Buyer is past due, has reached its credit limit, or Seller reasonably believes Buyer financial condition is impaired.
Upon default, all amounts owed by Buyer to Seller, whether or not then due, may be declared immediately due and payable without further notice. Seller may suspend performance, cancel open orders, refuse future sales, and pursue all rights available at law or in equity.
Past due balances accrue interest at the lesser of 1.5% per month or the maximum lawful rate permitted by applicable law.
Seller may apply any payment received from Buyer in any order Seller chooses, including to collection costs, attorneys fees, accrued interest, and principal.
Buyer shall reimburse Seller for all costs of collection to the extent permitted by law, including reasonable attorneys fees, court costs, collection agency fees, lien-related filing costs if applicable, and post-judgment collection expenses.
Shipment and delivery dates are estimates only and are not guaranteed. Seller may make partial shipments, each of which may be separately invoiced and paid when due.
Unless otherwise agreed in writing, all sales are F.O.B. Seller shipping point or warehouse. Risk of loss or damage passes to Buyer upon delivery to the carrier or pickup by Buyer or Buyer’s agent.
Buyer is solely responsible for unloading, site access, storage, protection of goods after delivery, and all loss or damage occurring after risk of loss passes.
Buyer must inspect all goods immediately upon delivery or pickup. Visible damage, shortage, or discrepancy must be noted on the delivery receipt or bill of lading and reported to Seller in writing within 48 hours.
Concealed damage or concealed shortage claims must be reported in writing within 5 calendar days after delivery and supported by photographs and related documentation.
Failure to timely inspect, document, and notify Seller constitutes acceptance of the goods and waiver of the claim to the fullest extent permitted by law.
No goods may be returned without Seller prior written approval.
Approved returns must be unused, in original packaging if applicable, in resalable condition, and returned freight prepaid unless Seller agrees otherwise. All approved returns are subject to a restocking fee of up to thirty percent (30%) of the purchase price of the returned goods, plus any applicable freight, handling, administrative, supplier, or processing charges incurred by Seller. Shipping, delivery, and freight charges are non-refundable unless Seller expressly agrees otherwise in writing.
Custom, special-order, non-stock, discontinued, cut, installed, damaged, or non-resalable items are not returnable unless Seller expressly agrees otherwise in writing.
Catalogs, brochures, renderings, photographs, samples, websites, and specifications are for general reference only and may vary from actual goods.
Buyer is solely responsible for determining whether the goods are suitable for the intended use, jobsite conditions, structural requirements, permitting requirements, code requirements, and environmental conditions.
Seller shall have no liability for damage or failure arising from improper handling, storage, installation, misuse, abuse, neglect, unauthorized repair, field modification, abnormal use, or failure to follow manufacturer instructions.
Seller warrants only that, at the time of delivery, the goods will materially conform to the description stated on Seller invoice or order acknowledgment, subject to normal manufacturing and industry tolerances.
For products not manufactured by Seller, Seller does not independently provide any warranty but will pass through any assignable manufacturer warranty to the extent one exists.
EXCEPT AS EXPRESSLY STATED ABOVE, SELLER MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Buyer’s sole and exclusive remedy for any valid claim relating to the goods shall be, at Seller option, repair, replacement, or refund of the purchase price actually paid for the affected goods.
In no event shall Seller be liable for incidental, indirect, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, delay damages, backcharges, cost of cover, liquidated damages, or third-party claims.
Seller’s total aggregate liability arising from any transaction shall not exceed the amount actually paid by Buyer to Seller for the specific goods giving rise to the claim.
Buyer’s obligation to pay Seller is independent of any claim Buyer may believe it has against Seller. Buyer shall have no right of offset, deduction, or withholding against any amount due to Seller.
If Buyer fails or refuses to accept delivery or pickup, Seller may store the goods at Buyer’s risk and expense and charge Buyer for storage, handling, re-delivery, demurrage, and related costs.
Until all amounts due are paid in full, Buyer grants Seller a purchase money security interest in the goods sold and their identifiable proceeds to secure payment and performance, and authorizes Seller to file financing statements or similar documents as permitted by law.
To the fullest extent permitted by law, Buyer shall indemnify, defend, and hold harmless Seller and its owners, managers, employees, and agents from third-party claims arising out of Buyer handling, storage, installation, maintenance, use, resale, modification, or legal noncompliance relating to the goods.
This indemnity does not require Buyer to indemnify Seller for Seller’s sole negligence or willful misconduct.
Seller shall not be liable for delay or failure in performance caused by events beyond Seller’s reasonable control, including weather, labor shortages, freight disruption, tariff changes, supply shortages, governmental action, or supplier nonperformance.
Orders, signatures, approvals, and related transaction records may be created, transmitted, accepted, and stored electronically, and electronic signatures and email approvals shall have the same force and effect as original signed writings to the fullest extent permitted by law.
These Terms and all disputes arising out of or relating to any sale by Seller shall be governed by Texas law, without regard to conflict-of-law principles, and exclusive venue shall lie in the state or federal courts located in Dallas County, Texas.
To the fullest extent permitted by law, Buyer and Seller waive any right to trial by jury in any action arising out of or relating to these Terms or any sale of goods.
No waiver, delay, or partial exercise of any right by Seller shall operate as a waiver of any other right or future exercise of that right.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted by law.
These Terms, together with Seller accepted quote, order acknowledgment, invoice, and any signed credit documents, constitute the entire agreement between Seller and Buyer regarding the transaction, unless superseded by a separate written agreement signed by Seller.
