Purchase Contract Terms & Conditions

  1. ACCEPTANCE, This agreement is expressly limited to and made conditional upon Buyer’s acceptance of its terms and conditions. Any of Buyer’s terms and conditions which are in addition to or different from those contained herein which are not separately agreed to in writing (except additional provisions specifying quantity, description of the products or work ordered and shipping instructions) are deemed material and are hereby objected and rejected. The Buyer waives objection to any terms and conditions contained herein if Seller does not receive written notice of Buyer’s objection within ten business days of the date of this agreement. Buyer will in any event be deemed to have assented to all terms and conditions contained herein if any part of the products or work described herein are provided or performed.
  2. LIMITED WARRANTY, All work performed by Seller is warranted to be free from defects in material and workmanship for six months from the date of sale, subject to the terms below. Seller makes no warranties regarding products sold but assigns to you any manufacturer warranties relating to the products. THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. This limited warranty does not cover damages relating to (a) accident, misuse, abuse, neglect, or normal wear and tear: (b) failure to use or maintain the product in accordance to with manufacturer’s instructions; and (c) alteration, repair or attempted repair by anyone other than Seller or its authorized representative. Buyer shall be solely responsible for the correctness of the plans and specifications and shall release and hold harmless Seller from any damages resulting from improper, inadequate or vague information supplied. Seller does not take on any obligation to inspect or evaluate the work of other parties in any manner or aspect. This warranty in not transferable.
  3. INSURANCE, Buyer shall carry fire, theft, vandalism and other standard casualty insurance for the benefit of the Seller, covering Seller’s work hereunder while on Buyer’s premises.
  4. LIMITATION OF REMEDIES, Buyer’s sole and exclusive remedy against Seller for any and all claims for damages arising out of or alleged to have arisen out of the Work performed by Seller will be limited to the repair or replacement by Seller, at Seller’s option, of any nonconforming work or the issuance of a credit for such nonconforming work in accordance with these terms and conditions provided Seller is given a reasonable opportunity to inspect the work and confirms such nonconformity. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to repair or replace the nonconforming work and, in any event, Seller’s maximum liability for any damages shall be limited to 10% of the total amount paid to Seller for the work under this agreement. This Limitation of Remedies clause shall apply to the parties to this agreement as well as to the current owner(s) of the project and its/their respective successors and assigns. If you receive a claim for damages by any owner arising out of or alleged to have arisen from the Work, you agree to give written notice to Seller of the claim and provide Seller an opportunity to inspect the alleged damages within 30 days after Seller’s receipt of the notice. If you fail to give the required notice and/or fail to allow Seller an opportunity to inspect the alleged damages within 30 days, you hereby waive any and all rights for damages and/or correction of the work against Seller. This Limitations of Remedies may be pleading as a complete bar to any action in violation of this clause.
  5. LIMITATIONS ON ACTIONS AND LIABILITY. All claims and/or lawsuits including but not limited to claims or lawsuits for indemnity and/or contribution against Seller arising under this agreement must be made within 6 months from the date of completion of the installation. Seller will not be liable for any losses, beyond its control. Seller disclaims all liability for any and all damage which might be sustained. The maximum liability, if any, of seller for all damages, including without limitation contract damages and damages for injuries to persons or property, whether arising from seller’s breach of this agreement, breach of warranty, negligence, strict liability or other tort with respect to the products, is limited to an amount not to exceed 10% of the contract price. In no event shall seller be liable for any incidental, consequential, liquidated, or special damages, including without limitation, lost revenues and profits, attorney fees and/or costs even if it has been advised of the possibility of such damages. The righto recover damages within the limitations specified is buyer’s exclusive remedy in the event that any other contractual remedy fails of its essential purpose.
  6. PRICES, TERMS, AND SHIPMENT, No cash discounts, back charges, set-offs or counterclaims are allowed unless specified by Seller. In addition to the prices specified, Buyer agrees to pay any federal, state or local excise, use, occupational, or similar tax now in force or to be enacted in the future, assessed against Seller or by reason of this transaction. No retention is permitted unless Seller agrees otherwise in writing. Any past due amount will be, at Sellers option, subject to interest at 1.5% per month (18% per annum) to the extent permitted by law. Buyer agrees to receive (or permit Seller to receive) near the work site, any materials needed to complete the work. Buyer agrees to protect such materials from damage or loss and provide Seller, free of charge, with reasonable use of light, heat, water, power, storage space, and use of available elevators and hoists as needed. Title to all materials under this agreement shall not transfer to Buyer until Seller receives payment in full. Seller may charge Buyer a fee and its actual expenses if the job site is not ready for work on the day Buyer specifies.
  7. CHANGE ORDERS, Any requested alteration or deviation from the specifications and/or agreed prices involving extra costs will be performed only upon written change orders, and become an extra charge over and above the agreed prices of this contract.
  8. DELAY, Seller shall not be responsible for any delays caused by strikes, accidents, shipment, delivery, installation, weather or any other causes other than the Seller’s own willful neglect.
  9. FORCE MAJEURE, Seller shall not be liable for any delay, failures, or default in performance of this agreement or otherwise, in whole or in part, caused by the occurrence of any contingency beyond the control either of Seller or of suppliers to the Sellers. Such contingencies include but are not limited to failure or delay in transportation, acts of any government or any agency or subdivision thereof, judicial action, labor disputes, fire, accident, acts of nature, severe weather, product allocation or shortages, labor/fuel shortages, raw material shortages, machinery or technical failure, or work that cannot be completed because of another contractor covering the pertinent portion of the building. If any contingency occurs, Seller may allocate production, deliveries, and performance of work among its customers or substitute substantially similar materials, in its sole discretion, without liability for doing so.
  10. CONFIDENTIALLY. If Buyer receives any proprietary or confidential information from Seller, Buyer shall retain such information as confidential and not use or disclose it to any third party without Seller’s written consent.
  11. MOBILIZATION & EXPENSES. Buyer understands and agrees that installation costs do not include mobilization to the site. Mobilization and Per Diem expenses include (but are not limited to) airplane flights, car rental, ground transportation, meals, lodging, and any other expenses associated with travel to install product associated with this contract. Buyer agrees to pay these expenses which are not included in the contract amount.
  12. CANCELLATION. This agreement, or any part of it, may only be cancelled with Seller’s written approval. In the event of cancellation of this agreement, or any part hereof, Buyer shall pay: (a) the contract price of all completed items; (b) that portion of the contract price that is equal to the degree of the completion of products or work in process, effective on the date Seller receives notice of cancellation; (c) the cost of any materials and supplies which seller shall have purchased to perform and which cannot be readily resold or used for other or similar purposes; (d) a restocking fee; and (e) any expenses incurred by Seller (including legal fees and judgments) as a result of the cancellation of subcontracts or purchases related to this agreement.
  13. DEFAULT. Buyer may terminate this agreement for Seller’s default, wholly or in part, by giving Seller written notice of termination as follows. Buyer may give written notice of termination only if Seller received a written notice from Buyer specifying such default, the default is not excusable under any provision hereof, and the default has not been remedied within (30) days (or such longer period as may be reasonable under the circumstances) after Seller’s receipt of the notice of default. Delivery of nonconforming product or work by Seller shall give Buyer the rights set forth in paragraph 4 hereof but shall not be deemed a default for purposes of termination. In the event of termination for default, Buyer shall be relieved of the obligation to pay for work not performed by Seller prior to the effective date of such termination. A default on Seller’s part shall not be subject Seller to liability through payment by Seller, set off or otherwise, for any other damages, whether direct, consequential or incidental, and whether sought under theories of contract or tort.
  14. ASSIGNMENT. Buyer may not assign this agreement or any claim against Seller relating to this agreement.
  15. CONTRACTORS LICENSE. Seller does not carry a contractor’s license in any state and does not try to convey that we are licensed contractors. We manufacture and sell a product. Typically, the products that we sell are attached to a door or building and no building permit is required since the product can also be moved and reinstalled elsewhere. Seller does not carry workers compensation insurance outside the state of Washington. Buyer hereby understands and agrees that Buyer is solely responsible for hiring licensed personal should such be required for any product installations within their state. Buyer also agrees to fully compensate Seller for any and all installation charges that are invoiced, regardless of being a licensed contractor within the Buyers state.
  16. GOVERNING LAW. This agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Seller’s address first listed on this agreement.
  17. DISPUTES AND MANDATORY MEDIATION. In the event that a dispute arises over the reasonableness of or entitlement of this contract each party shall pay its own fees and costs. Except as required to protect confidential information and to obtain preliminary injunctive relief to prevent irreparable harm, you and Seller agree that prior to the initiation of any legal action the parties will engage in facilitative mediation of any and all disputes in any way related to this agreement. If the parties cannot agree upon a facilitative mediator within 30 days of when the dispute arose, one will be selected pursuant to the Commercial Mediation Rules of the American Arbitration Association. Each party will share equally the fees of the facilitative mediator and costs of the mediation.
  18. SEVERABILITY. If any provision on this agreement is not enforceable, that that provision shall be effective only to the extent permitted by law and all other provisions of this agreement shall remain.
  19. ENTIRE AGREEMENT. This instrument contains the entire agreement of the parties relating to the matter hereof and may not be waived, changed, modified, extended or discharged orally by a writing signed by the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought. The terms and conditions of this agreement supersede any agreement to which it is attached.
  20. INDEMNITY. Each of the parties to this agreement agrees to defend and indemnify one another from any and all claims, actions and/or lawsuits caused by the party’s negligent acts or missions. This indemnity clause and the obligations created herein shall control and take priority over any contrary indemnity agreement entered into prior to this agreement. Furthermore, this indemnity clause and the obligations created herein shall control and take priority over any contrary indemnity agreement entered into subsequent to this agreement unless the subsequent agreement specifically refers to this indemnity clause and declares it null and void.
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Our Products and Systems are Patented with Other Patents Pending, All Rights Reserved.
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Terms and Conditions of Purchase