Terms & Conditions | 3GEN Masonry Products

These Terms and Conditions of Sale (“Agreement”) govern the sale of all products and services (“Products”) by 3GEN Masonry Products, Inc. (“Seller”) to any buyer (“Buyer”). By placing an order, Buyer agrees to be bound by these terms.

1. Acceptance of Orders

All orders are subject to acceptance by Seller. Seller reserves the right to accept or reject any order at its sole discretion, without providing a reason. No order is binding upon Seller until accepted in writing or via electronic confirmation.

2. Pricing and Payment

Prices are as listed at the time of order; however, Seller retains the absolute right to adjust prices at any time, including after the order is placed, to reflect changes in raw material costs, tariffs, or other external factors outside of Seller’s control. Payment is strictly due within 30 days from the invoice date, without exception. Any overdue amounts will incur interest at a rate of 18% per annum, compounded monthly, or the maximum rate permitted by applicable law, whichever is higher. In addition, Seller reserves the unilateral right to suspend all future deliveries and services until all outstanding amounts, including interest, are paid in full. Seller may also, at its discretion, require prepayment or impose other credit terms for future orders.

3. Proposals and Quotations

Unless otherwise specified in the proposal or quotation, all proposals and quotations shall be deemed void thirty (30) days from the date of issuance. The Seller reserves the right to alter or withdraw any proposal or quotation at any time before written acceptance by the Buyer, without prior notice.

4. Shipping and Delivery

Delivery dates are estimates only and not guaranteed. Seller shall not be liable for any delays in delivery, nor for any damages arising from such delays. Titleand risk of loss transfer to Buyer upon Seller’s delivery to the carrier. Buyer is responsible for any shipping, insurance, and handling charges unless otherwise agreed in writing by Seller.

5. Inspection and Acceptance

Buyer must inspect the Products upon receipt and notify Seller of any defects, shortages, or non-conformance within 48 hours of receipt. Failure to provide such written notice shall constitute full acceptance of the Products, and Buyer waives any claims against Seller for such defects, shortages, or non-conformance.

6. Returns and Cancellations

Products may not be returned without prior written authorization from Seller. Authorized returns may be subject to a restocking fee of up to 25% of the purchase price. Custom or special-order items are non-returnable. Orders may not be canceled or modified without Seller’s prior written consent, and Seller reserves the right to charge for any costs incurred as a result of such cancellation or modification.

7. Limited Warranty

Seller warrants that the Products will conform to Seller’s specifications and be free from defects in material and workmanship under normal use for a period of 1 year from the date of delivery. This warranty is exclusive and in lieu of all other warranties, whether express or implied, including warranties of merchantability and fitness for a particular purpose. Seller’s liability under this warranty is strictly limited to, at Seller’s sole discretion, either replacing the defective Products or refunding the purchase price, with no further obligations or liabilities whatsoever.

8. Limitation of Liability

In no event shall Seller be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, including, but not limited to, loss of profits, loss of revenue, loss of use of the Products, or any third-party claims, even if Seller has been advised of the possibility of such damages. Seller’s total aggregate liability for any claims, damages, or causes of action arising out of or related to the sale of the Products shall in no case exceed the amount actually paid by Buyer for the specific Products giving rise to the claim.

9. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including attorneys’ fees) arising out of or related to Buyer’s use, handling, storage, or resale of the Products.

10. Force Majeure

Seller shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, embargoes, governmental actions, or shortages of materials.

11. Governing Law And Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to the Agreement shall be brought exclusively in the state or federal courts located in Tarrant County, Texas and Buyer irrevocably submits to the jurisdiction of such courts.

12. Taxes

Prices, unless explicitly stated otherwise, do not include any applicable taxes, duties, tariffs, or assessments imposed or levied by any governmental authority, whether foreign, federal, state, provincial, or local, including but not limited to sales, use, excise, privilege, ad valorem, or other similar taxes (collectively, “Taxes”) applicable to the deliverables or their manufacture or sale. In the event that Seller is required to pay any such Taxes, Buyer agrees to promptly reimburse Seller for the full amount of such Taxes upon demand.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Insurance

Buyer has, at its own expense, procure and carry comprehensive insurance coverage in full force and effect, including but not limited to commercial general liability (including product liability) with limits of no less than $1 million per occurrence, $1 million products completed operations aggregate and $1 million general aggregate. Each insurance must be provided by insurers with an AM Best rating of A- VIII or higher. Upon Seller’s request, Buyer shall promptly provide a certificate of insurance evidencing the coverage described herein. Buyer shall give Seller 30 days’ prior written notice of any cancellation or significant reduction in coverage and shall name Seller and the Seller’s Affiliates as additional insureds to assure such parties of protections against Seller and Seller’s insurers, to the extent permissible by law.

15. Patents

Provided Buyer has fulfilled all payment obligations to Seller, Seller agrees to defend any legal action brought against Buyer based on a claim that the Deliverables infringe any U.S. patent issued as of the date of Seller’s quotation. Seller shall be responsible for paying costs, damages, and attorney’s fees that are included in any final judgment entered against Buyer in such action, provided that Buyer has given full authority, information, and assistance to Buyer to defend or settle the action. However, Seller shall not be liable if the infringement claim arises from: (i) a modification made by or on behalf of Buyer that cause the infringement; (ii) the use of Deliverables in combination with other items that cause the infringement; (iii) Buyer’s failure to use corrections or enhancements to the Deliverables provided by Seller; (iv) Buyer’s Specifications; (v) Buyer’s distribution, marketing, or use of the Deliverables for the purpose of generating revenue or for the purposes of serving third parties; or (vi) any other cause for which Buyer is determined to be found to infringe a patent. Seller, at its sole option and expense, may either: (a) procure the right for Buyer to continue using the Deliverables or parts (b) replace the infringing Deliverables or parts with non-infringing ones; (c) modify the Deliverables so they no longer infringe; or (d) remove the Deliverables and refund the purchase price, depreciated over a period not exceeding 5 years.

16. Patents

Any documents and information of Seller (including but not limited to catalogs) all manuals, quotations, designs, pricing and other information, is confidential and intended solely for use in connection with the performance of this agreement. Such information may not be disclosed, used, or copied for any purpose other than as expressly authorized in writing by Seller. Any unauthorized disclosure or use of Seller’s confidential information is strictly prohibited.

17. Intellectual Property

All drawings, designs, patents, trademarks, copyrights, software, data, specifications, tooling, patterns and models used to produce the products, know-how, ideas, concepts, IP and any other information or intellectual property disclosed or provided to Buyer by Seller (collectively “IP”) are and shall remain the sole property of Seller. Buyer acknowledges that it has no claim to, or ownership interest in, any IP. Any such information, including all copies, must be promptly returned to Seller upon Seller’s written request. Buyer further acknowledges that no license or rights of any kind are granted under this agreement, except for the limited right to use the Deliverables purchased from Seller.

18. Amendments

Seller reserves the right to amend these terms and conditions at any time. Any amendments will be effective immediately upon notice to Buyer. Continued transactions between Buyer and Seller after such notice will constitute Buyer’s acceptance of the revised terms.

19. No Waiver

The failure of Seller to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.