Terms and Conditions

 Acceptance-Agreement:  Acceptance of any quotes, proposals, or offers made by Wood Cladding, LLC (Wood Cladding) is limited to acceptance of the express terms contained on the face and back hereof.  Proposal for additional/different terms or any attempt to vary in any degree any of the terms contained herein in customer’s acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer, unless such variances are in the terms of the description, quantity, price, or delivery schedule of the goods and/or services, but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by customer without said additional or different terms.  If this purchase order shall be deemed an acceptance of a prior offer by customer, such acceptance is limited to the express terms contained on the face and on the back hereof.  2) These Terms and Conditions shall apply to all future business with customer even if not expressly referred to and/or sent with each communication. 3) Only those changes to these Terms and Conditions expressly approved in writing by Wood Cladding are valid.

Quotations/Purchase Orders: 1) Quotations are subject to acceptance by customer within three (7) days of the date of the quote and are based on the cost of services, labor and materials on the date of the quote. If changes occur in cost of materials, labor, or other costs prior to acceptance, or if the customer requires changes in the mailing schedule subsequent to acceptance, Wood Cladding reserves the right to change the price quoted. Subsequent orders, including additions to an existing purchase order, may be subject to price revision. Quotations do not include applicable taxes, shipping costs, custom duties, packaging, insurance or any other incidental expense unless specifically stated. Quotations are only valid when in writing. 2) Each customer-provided document, including, without limitation, any acceptance of order, shipping document and bill of lading, shall state a purchase order/invoice number.  Wood Cladding shall bear no responsibility for any consequences (delay, misrouting or returns) caused by Customer’s non-compliance with this duty.

Prices and Payment: 1) Except as otherwise provided herein, prices set forth in a purchase order shall be binding.  In the event customer desires any change to a purchase order, Wood Cladding shall have the right to increase quoted prices.  Orders may be cancelled by customer at any time by written notice with the understanding that Wood Cladding will be compensated in full for any work or services performed prior to cancellation, plus the cost of any goods or services purchased for the order.  In addition, where advance scheduling of equipment, goods, and/or labor have been necessary, Wood Cladding reserves the right to assess a cancellation fee to reflect the opportunity cost associated with the order being cancelled.  Wood Cladding shall have the right to increase prices when ordered goods are part of a customer order which are subject to price increase by any third party vendor or supplier. 2) Unless otherwise agreed to in writing, customer shall pay the purchase price within three (3) days from the date of invoice.  Customer shall not set off claims and/or retain funds.  All invoices shall be paid in immediately available funds.  Past due accounts are charged 1.5% per month on the unpaid balance starting on the first day after such account is due.  This is an annual rate of 18%, which in no event shall exceed the maximum applicable rate of interest allowed by law. Wood Cladding reserves the right to such additional damages as a result of the overdue balance from customer. 3) Customer may not assign any rights hereunder without the express written consent of Wood Cladding.

Force Majeure:  Wood Cladding is not responsible for any failure to perform its obligations under this agreement, if it is prevented or delayed in performing those obligations by an event of force majeure.  An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of Wood Cladding and which by the exercise of reasonable diligence Wood Cladding was unable to prevent, provided that event or circumstance is limited to the following: (a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority; (b) governmental regulation; (c) pandemics or epidemics; (d) acts of God, including but not limited to earthquakes, flood, fire, or other physical natural disaster; and (d) strikes at national level or industrial disputes at a national level, or strike or industrial disputes by labor not employed by the affected party, its subcontractors or its suppliers and which affect an essential portion of the works but excluding any industrial dispute which is specific to the performance of the works or this agreement.  Customer has no entitlement and Wood Cladding has no liability for: (a) any costs, losses, delays, expenses, or damages caused to the customer by an event of force majeure; and (b) the customer shall not be entitled to any reimbursement of any payment made to Wood Cladding for any labor, goods, and/or services provided or incurred by Wood Cladding prior to an event of force majeure.

Quality of Goods and/or Services: 1) Unless expressly identified as guarantees, any specifications relating to Wood Cladding’s goods and/or services shall be mere descriptions as to their quality. 2) Minor deviations in thickness, weight, cubage, stability, wear resistance, physical and chemical properties, dimensions, designs and shades of color, provided that such deviations do not affect the functioning of the good in question, shall not be considered deficiencies. 3) Any impediment caused by normal wear and tear, misuse or careless use, excessive stress, employment of unsuitable operating material, or improper modifications or repairs, shall not be deemed a defect. 4) No statement and/or data relating to the design, suitability, use and workmanship, cleaning or treatment of Wood Cladding’s goods and/or services shall release customer from the duty to perform its own inspections and tests. 5) Compliance with any legal, official and professional requirements in using Wood Cladding’s products shall be exclusively the responsibility of customer.

Rejection Claims arising from Defective Goods: Customer has twenty-four (24) hours from receipt of the goods to reject the goods as nonconforming.  Provided customer’s rejection is valid and reasonable, Wood Cladding shall be given reasonable time to cure, (at its sole expense and in any manner it deems appropriate).  If customer does not reject within twenty-four (24) hours of receipt, goods shall be deemed accepted and conforming.

WARRANTIES; DISCLAIMER:  CUSTOMER EXPRESSLY AGREES THAT ITS PARTICIPATION IN AND USE OF ANY OF WOOD CLADDING’S GOODS AND/OR SERVICES IS AT CUSTOMER’S SOLE RISK. THE GOODS AND/OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WOOD CLADDING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WOOD CLADDING MAKES NO WARRANTY THAT ITS GOODS AND/OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ITS GOODS AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. WOOD CLADDING MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GOODS AND/OR SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE GOODS AND/OR SERVICE.  CUSTOMER ACKNOWLEDGES THAT WOOD CLADDING DOES NOT CONTROL CONTENT, INFORMATION OR GOODS OFFERED BY MERCHANTS, VENDORS, SUPPLIERS, ADVERTISERS, OR OTHER THIRD PARTIES, INCLUDING BUT NOT LIMITED TO INFORMATION OR GOODS PROVIDED BY LICENSE OR PURCHASE TO WOOD CLADDING FROM THIRD PARTIES OR CONTENT PROVIDED BY OTHER USERS. WOOD CLADDING ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, USEFULNESS OR DECENCY OF CONTENT OR GOODS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO MERCHANTS, ADVERTISERS AND USERS).

LIMITATION OF LIABILITY: Wood Cladding will use due care in rendering the goods and/or services pursuant to these terms and conditions.  Notwithstanding anything herein to the contrary, if in the rendering of such goods and/or services, Wood Cladding should commit any error that causes any actual damage, Wood Cladding’s liability for such error shall be limited to Wood Cladding’s choice, in its sole discretion, of (i) the cost of correcting the error, or (ii) an amount equal to the cost of goods (materials & labor) of the products that are lost or damaged, unless otherwise mutually agreed to in writing by Wood Cladding and customer.  Any liability of Wood Cladding for any claim of customer for loss or damage shall be offset by any insurance available to customer to pay any portion of the claim.  Further, no insurance carrier of customer, nor any other person or entity, shall have rights of subrogation pursuant to these terms and conditions, and customer shall obtain from customer’s insurance carriers, and shall deliver to Wood Cladding, waivers of the insurance carriers’ subrogation rights under any applicable policy to the extent that such waivers do not otherwise invalidate customer’s insurance coverages.  UNDER NO CIRCUMSTANCES SHALL WOOD CLADDING BE LIABLE TO CUSTOMER AND/OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR REVENUE OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ENSUING FROM THE TRANSACTION CONTEMPLATED BY THESE TERMS AND CONDITIONS, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  FURTHERMORE, IT IS THE INTENTION OF THE PARTIES THAT THERE ARE NO THIRD-PARTY BENEFICIARIES TO THIS AGREEMENT.

Indemnification: Customer agrees to indemnify and hold harmless Wood Cladding and its employees, owners, shareholders, directors, officers, subsidiaries, affiliates, representatives, agents, independent contractors, managers, successors, and assigns, as applicable, from any and all claims, demands, damages, losses, actions, causes of action, or suits for loss of or damage to property, illness, injury, and/or death arising from or related in any way to any acts and/or omissions of Customer or any third party in connection with this agreement.

Confidentiality: Customer shall keep confidential any communications, intellectual property, illustrations, drawings, calculations, other supporting material and/or any other information Wood Cladding may furnish to it. Customer’s confidentiality duty shall survive the parties completing their business.

General Provisions:  This agreement shall be binding upon and inure to the benefit of the respective parties hereto, their legal representatives, successors, heirs, and assigns.  In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, void as against public policy, or unenforceable in any other respect and is not otherwise reformed, such invalidity, illegality, voidability, or unenforceability shall not affect any other provision hereof and this agreement shall be construed as if such invalid, illegal, void, or unenforceable provision had never been contained herein.  Furthermore, such invalid, illegal, void, or unenforceable provision shall be fully severable, without affecting the remaining valid, legal, and enforceable provisions.  In lieu of the invalid, illegal, void, or unenforceable provision, there shall be added a provision as similar in terms and legal effect as the invalid, illegal, void, or unenforceable provision as may be possible and which may be valid, legal, and enforceable.  Customer expressly represents that they are of legal age and legally competent to execute this agreement, which they understand to be contractual, that they have done so of their own free will and accord, upon their own best judgment and advice of counsel of their choosing, without reliance upon any representation of any kind or character, not expressly set forth herein, and that they are empowered and authorized to execute this agreement in the capacities in which they do so and for their respective principals.  Furthermore, the undersigned expressly acknowledge that they had the opportunity to have this agreement translated to them to a language of their choosing and fully comprehend and accept the content of this agreement.  The laws of the State of Texas shall exclusively govern the validity and interpretation of this Agreement and El Paso County, Texas shall be the sole and exclusive venue and jurisdiction for any claim arising out of or related to this agreement.