Terms and Conditions

SALES TERMS & CONDITIONS

Complete Terms

Sales by Vision Door & Millwork, LLC  (“Vision”) to Buyer (collectively, the “Parties”), are governed by these terms and conditions, unless the parties have entered into a mutually executed written agreement stating applicable terms and conditions. This is an offer conditioned on Buyer’s acceptance of all, and only, these terms. Vision objects to any different or additional terms. IF YOU DO NOT ACCEPT THESE TERMS OF SALE, PLEASE DO NOT ACCEPT DELIVERY OF THE IMPLICATED GOODS. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON SUCH DOCUMENT ISSUED BY BUYER AT ANY TIME ARE HEREBY OBJECTED TO BY VISION, AND SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON VISION. This is the final and complete expression of all terms and conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. These terms and conditions can be modified, waived, or amended only by writing signed by the Parties.

Terms of Payment

Payment is due according to the terms set forth on the invoice. Any special terms will be set forth on the invoice or otherwise communicated in writing by Vision. If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to Vision’s credit on such sum at the rate of 1.5% per month or the highest rate allowed by law, whichever is lower. If Vision, in its sole discretion, finds it necessary to employ an attorney and/or collection agency to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, a reasonable attorney’s fee and/or collection agency fee.

Financial Responsibility

Any credit terms offered by Vision are available only for so long as Buyer complies with all of its obligations under these terms and conditions, including, without limitation, the provisions requiring timely payment of invoices within stated terms. If credit terms are no longer available, Buyer shall pay cash in advance or on delivery, as determined in the sole discretion of Vision, for all purchases. If Vision shall have any doubt at any time as to Buyer’s financial responsibility, Vision, at its option, either may (a) decline to make further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to Vision, or (b) terminate this sale. Nothing in this paragraph is intended to affect the obligation of Buyer to accept and pay for the goods.

Buyer Refusal

Buyer may refuse goods it contends are not within the specifications provided on the sales order at the time of delivery. Once the goods are accepted, all terms and conditions apply. If Buyer believes there is a quantity discrepancy, Buyer may submit a written request for credit within 24 hours of acceptance. Vision reserves the right to review all proof of delivery documentation it retains, including the shipping ticket and loading photographs, and may issue or deny credit in its sole discretion.

No Deduction

BUYER SHALL NOT BE ENTITLED TO DEDUCT FROM THE PRICE INVOICED TO IT BY VISION THE AMOUNT OF ANY CLAIM ASSERTED BY BUYER AGAINST VISION, UNLESS SUCH CLAIM SHALL HAVE BEEN ALLOWED, IN WRITING, BY VISION. THE PRECEDING PROVISION IS THE ESSENCE OF THIS SALE.

Warranty

To the extent permitted by the component manufacturer or producer, Vision shall pass through to Buyer any warranty applicable to the goods offered by the component manufacturer or producer. Written notice of any claim under any pass-through warranty must be given to Vision within the time specified in the warranty offered by the original component manufacturer or producer, and Buyer must afford Vision or the component manufacturer a reasonable opportunity to inspect the goods in unaltered condition and evaluate the claims in accordance with procedures specified in the original component manufacturer’s or producer’s warranty. Any such pass-through warranty is the sole warranty for any goods, and buyer expressly understands and agrees that Vision offers no warranties beyond the foregoing.

TO THE EXTENT PERMITTED BY LAW, VISION EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

VISION SHALL NOT, IN ANY CIRCUMSTANCE, BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, OR FOR ANY AMOUNT IN EXCESS OF THE PRICE FOR THE GOODS INVOLVED.

BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT VISION DOES NOT WARRANT THAT THE SERVICES OR RELATED GOODS ARE FREE OF CLAIMS OF PATENT, TRADEMARK, TRADE SECRET, OR COPYRIGHT INFRINGEMENT BY A THIRD PARTY. IN THE EVENT OF ANY CLAIMS OF PATENT, TRADEMARK, TRADE SECRET, OR COPYRIGHT INFRINGEMENT BY A THIRD PARTY RELATING TO THE SERVICES OR RELATED GOODS, BUYER IS SOLELY RESPONSIBLE FOR DEFENDING AGAINST SUCH CLAIMS AND BEARS ALL LIABILITY ARISING FROM SUCH CLAIMS. VISION DOES NOT PROVIDE INDEMNIFICATION FOR ANY INFRINGEMENT(S) OF INTELLECTUAL PROPERTY RIGHTS. VISION HEREBY DISCLAIMS ANY SUCH WARRANTIES OR INDEMNIFICATION FOR SUCH INFRINGEMENT(S) OF INTELLECTUAL PROPERTY RIGHTS, NO LICENSES, EXPRESS OR IMPLIED, TO ANY VISION INTELLECTUAL PROPERTY ARE GRANTED HEREBY OTHER THAN THOSE THAT ACCOMPANY THE LAWFUL PURCHASE AND SALE TRANSACTION.

Remedies

Buyer’s remedies shall be limited to that which is available to Buyer pursuant to any warranty offered by the component manufacturer or producer. Vision requires most manufacturers to warrant their Goods to be free from defects for a period of at least one year. UNDER NO CIRCUMSTANCES SHALL VISION BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES WHICH ARE SUFFERED BY BUYER OR ANY OTHER PERSON WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE. ANY LEGAL ACTION AGAINST VISION FOR BREACH OF THESE TERMS OF SALE MUST BE INSTITUTED WITHIN SIX MONTHS AFTER DELIVERY OF GOODS.

Delivery

Vision reserves the right to route all shipments and may assist Buyer in processing claims against carriers, without incurring liability therefor. Prices stated “F.O.B. delivered” include costs of transportation to the “consigned to/ship to” location specified in Vision’s Shipper Ticket/Bill of Lading. Any increase in delivery costs resulting from Buyer’s instructions to the carrier and any extra costs of utilizing substitute methods of delivery, when the intended type of carrier or loading or unloading facilities become unavailable, shall be for Buyer’s account.

Title and Risk.

Vision will convey good and marketable title to the goods. Irrespective of any provisions concerning freight or price, title and risk of loss or damage shall pass to Buyer as follows: (1) if the shipment of goods originates at the manufacturer’s place of business, then upon delivery of such goods to the carrier, or (2) if the shipment of goods originates at a Vision facility, then upon delivery of such goods to the shipping destination.

Taxes

All sales, excise, or other forms of taxes, including tariffs, levied against this transaction (collectively, “Taxes”), shall be paid by Buyer over and above all other sums Buyer may be or may become obligated to pay hereunder. Taxes shall at all times be the responsibility of Buyer, whether calculated at the time of Buyer’s purchase or upon delivery to Buyer. Buyer acknowledges and agrees to pay all such Taxes passed through to Buyer.

Force Majeure

In the event Vision is unable to ship the ordered goods because of fire, earthquake, other act of God, acts of public enemies, labor or civil disturbance, shortage of raw materials, shortage of labor, failure of timely delivery by Vision’s suppliers, energy or transportation shortages, governmental control or diversion, government order issued in connection with a public health emergency, or any other cause whether or not similar to the causes listed above, beyond Vision’s reasonable control, Vision reserves the right to cancel the affected order without any liability to Buyer whatsoever. In no event shall Vision be obligated to purchase material from others to enable Vision to deliver goods to Buyer hereunder.

Default

Buyer will be in default if (1) Buyer fails to pay to Vision any amount when due under this agreement, (2) Buyer fails for a period of ten (10) days after receiving written notice from Vision to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (3) Buyer becomes insolvent or bankrupt, or a petition therefor is filed voluntarily or involuntarily and not dismissed within 30 days from filing, or (4) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within 30 days thereafter. Upon Buyer’s default, Vision may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (1) make shipments subject to receipt of cash in advance, (2) terminate this agreement and declare immediately due and payable the obligations of Buyer for products previously shipped, notwithstanding any other provision in these terms and conditions, (3) demand reclamation, and/or (4) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by Vision because of Buyer’s default, including, but not limited to, collection fees, reasonable attorneys’ fees, and interest at the lower of 1.5% per month or the highest amount allowed by applicable law.

Mutuality

Except as provided in No Deduction, all debts and obligations of Buyer and Vision to each other are mutual and subject to setoff. For purposes of this paragraph, “Buyer” and “Vision” shall be deemed to include each party’s respective subsidiaries and affiliates.

Buyer Indemnification

Buyer agrees, to the extent permitted by law, to indemnify and hold Vision harmless from all claims, judgments, liabilities, expenses, or costs arising from Buyer’s breach of these terms and conditions of sale and/or acts of omissions.

Governing Law

Any transaction subject to these terms and conditions shall be governed by the laws of the State of Georgia.