These Terms and Conditions of Sale (this “Agreement”) apply to you (“Buyer”) as purchaser of coating systems and/or related products sold in the United States (the “Product(s)”). By accepting delivery of the Products, Buyer accepts and is bound to the terms and conditions of this Agreement. If Buyer does not wish to be bound by this Agreement, do not accept delivery. THIS AGREEMENT SHALL APPLY UNLESS BUYER HAS A SEPARATE WRITTEN PURCHASE AGREEMENT WITH VERSATILE HIGH-PERFORMANCE COATINGS, LLC (“SELLER”) THAT HAS BEEN SIGNED AND NOTARIZED BY AN OFFICER, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.
1. Other Documents. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both Seller and Buyer.
2. Payment Terms. The terms of this Agreement shall be limited to the terms and conditions stated herein, and shall not be modified, amended or supplemented unless expressly agreed to in writing by Seller. These terms and conditions shall apply to Buyer’s purchase of the Products sold by Seller. Terms of payment are within Seller’s sole discretion, payment must be received by Seller prior to Seller’s acceptance of an order. All prices are shown in the currency of Seller’s shipping location and are subject to change without notice. In addition to the quoted price, Buyer shall be responsible to pay all sales or use taxes, excise taxes, duties, customs, import or export fees and any other taxes, fees or charges of any nature applicable to the Buyer’s purchase of the Products. Seller is not responsible for pricing, typographical, or other errors in any offer by Seller and Seller reserves the right to cancel any orders resulting from such errors and refund Buyer.
3. Shipping Charges/Title/Risk of Loss. Title to Products passes from Seller to Buyer on shipment from Seller’s facility, wherever located. Seller shall be responsible for any loss or damage that occurs during shipping only if the carrier was selected by Seller. Buyer agrees to, and must, verify receipt and condition of all Products at time of delivery and shall refuse delivery if any of the Products are damaged or missing. Unless the Products are rejected by Buyer upon delivery, Buyer accepts all of the Products as conforming. Buyer must notify Seller at (214) 807-6878 of its rejection of Product at the time of delivery.
4. Return Policies. Seller shall charge a 25% restocking fee for all returned Products. To be returnable, the returned Products must be received by Seller in clean, unopened containers in sellable condition within thirty (30) days of date of purchase. Buyer should include reference to the original order number of such purchase while addressing the return. Any Product returned without an order number may be refused by Seller. Buyer is responsible for all shipping costs for return. Use UPS or FEDEX Ground with tracking number. Returned Products shall be addressed to: Versatile High-Performance Coatings, LLC, Return and Exchange Dept., Attn: Invoice #, 1900 Lakeway Drive, Suite 500, Lewisville, Denton County, Texas 75057.
5. Non-Returnable/Custom Items. Due to hazardous packaging requirements, the following Products will not be accepted by Seller for return: all Products comprised of two components, Flake, Custom Colors, Accelerators, Tools, and Sundry Items. Custom orders are not cancelable or returnable once the order has been commenced.
6. CHEMICALS AND SAFETY. THE PRODUCTS MANUFACTURED BY SELLER CONTAIN CHEMICALS KNOWN BY THE STATE OF CALIFORNIA TO CAUSE CANCER AND/OR BIRTH DEFECTS OR REPRODUCTIVE HARM. BUYER AGREES TO FOLLOW ALL SAFETY PROCEDURES, LAWS AND PRECAUTIONS TO SAFELY TRANSPORT, MIX, INSTALL AND DISPOSE OF ALL MATERIALS PURCHASED. BUYER ASSUMES ALL RESPONSIBILITY TO LEARN AND UNDERSTAND THE RISKS ASSOCIATED WITH ANY OF THE PRODUCTS AND FOR INSTRUCTING ITS EMPLOYEES, AGENTS, CUSTOMERS, SUB-CONTRACTORS AND ANY OTHER PERSONS OR ENTITIES WHO MIGHT REASONABLY BE EXPECTED TO COME INTO CONTACT WITH THE PRODUCTS, IN TECHNIQUES FOR SAFE HANDLING AND USE OF THE PRODUCTS AND OF ANY POTENTIAL RISKS TO PERSON AND PROPERTY IN ANY WAY CONNECTED WITH THE PRODUCTS. FAILURE TO DO SO MAY RESULT IN POLLUTION TO THE ENVIRONMENT, FIRE, INJURY OR DEATH. SELLER MAKES NO GUARANTEE OF RESULTS AND ASSUMES NO LIABILITY FOR INJURIES, DAMAGES OR PENALTIES RESULTING FROM THE PRODUCTS USE OR STORAGE, SINCE THE CONDITIONS OF HANDLING AND USE ARE BEYOND SELLERS CONTROL. ANY SUGGESTIONS OR RECOMMENDATIONS FOR USE OR STORAGE OF ANY OF THE PRODUCTS ARE MADE WITHOUT WARRANTY. IF ANY LICENSE, PERMIT OR APPROVAL OF ANY PERSON, ENTITY OR GOVERNMENTAL OR OTHER REGULATORY AUTHORITY SHALL BE REQUIRED FOR THE ACQUISITION, TRANSPORT OR USE OF THE PRODUCTS BY BUYER, BUYER SHALL BE SOLELY RESPONSIBLE TO OBTAIN THE SAME AT ITS OWN EXPENSE. BUYER ALSO ASSUMES THE RESPONSIBILITY FOR THE SAFE DISPOSAL OF ALL PRODUCTS IN ACCORDANCE WITH ALL APPLICABLE LAWS.
7. WARRANTIES. EXCEPT AS STATED IN THE “ROLL ON ROCK” LIMITED WARRANTY AT GARAGECOATINGS.COM, SELLER MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, REGARDING ITS PRODUCTS AND SPECIFICALLY EXCLUDES SUCH WARRANTIES AND REPRESENTATIONS TO THE FULLEST EXTENT PERMITTED BY LAW. SELLER SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING FROM THE FAILURE OF ANY PRODUCT TO BE SUITABLE FOR ANY PURPOSE WHATSOEVER.
8. LIMITATION OF DAMAGES. BUYER ASSUMES ALL RISK OF USE. SELLER’S OBLIGATIONS SHALL BE SOLELY LIMITED TO REPLACEMENT OF THE PRODUCTS IF THE PRODUCT IS FOUND TO BE DEFECTIVE. SELLER SHALL NOT BE LIABLE FOR ANY DAMAGE, INJURY, LOSS, DIRECT OR CONSEQUENTIAL DAMAGES, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS, RESULTING FROM THE USE OF ITS PRODUCTS. BUYER IS RESPONSIBLE FOR HAVING THE REQUISITE KNOWLEDGE TO USE, APPLY, INSTALL AND STORE THE PRODUCTS. SELLER DOES NOT HONOR OR ACKNOWLEDGE ANY THIRD-PARTY WARRANTIES OF BUYER OR ANY INSTALLER.
9. Buyer’s Representations and Indemnity. Buyer represents and warrants to Seller that it shall comply with all federal, state and local laws, regulations, codes and ordinances applicable to Seller, Buyer, and/or the incidental services covered by this Agreement, including but not limited to any such laws relating to health and safety of any person; the environment; hazardous substances; labor and employment; immigration; disadvantaged business enterprises; and civil rights (“Laws”). Buyer shall indemnify, defend and hold harmless Seller, its employees, agents, successors, officers, directors, shareholders, managers, members and assigns from and against any and all suits, claims, demands, liabilities, losses, damages and/or expenses, including costs and fees of legal counsel and all other costs of defending any action, that the Seller may incur as a result of any act or failure to act by Buyer, its officers, agents or employees, successors or assignees, its customers, installers and all other third parties, whether direct or indirect, in connection with the possession or use of any Product sold by Seller or by reason of Buyer’s breach of any of its agreements contained herein, including without limitation any claims related to violation of any Laws, environmental contamination, or improper disposal.
10. MISCELLANEOUS. Seller’s failure to enforce any term or condition contained in this Agreement shall not constitute a waiver of Seller’s right to strictly enforce such terms or conditions at any time in the future. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The section headings contained herein are for convenience only and are not to be considered in interpreting this Agreement. This Agreement is intended to be binding upon, inure to the benefit of, and be enforceable by, Seller and Buyer, and their respective heirs, personal representatives, successors and assigns. Seller retains all rights, title, ownership, and control in and of its intellectual property. Unless specifically set forth in writing in a separate agreement, Buyer shall not acquire any license or other interest, by implication or otherwise, in any intellectual property owned or otherwise controlled by Seller.
11. GOVERNING LAW. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.
12. SUBMISSION TO JURISDICTION. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States or the courts of the State of Texas located in the City of Denton, Denton County, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.