Terms and Conditions of Sale
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.
- 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. - 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. - 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. - 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. Title and 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. - 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. - 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. - 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. - 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. - 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. - 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. - 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 this
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. - Taxes
Prices quoted do not include any 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. - Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain
in full force and effect. - Insurance
Buyer shall, at its own expense, maintain 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. Such 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 specified
herein. Buyer shall give Seller 30 days’ prior written notice of any cancellation or significant reduction in
coverage of its insurance policy. Buyer shall also waive, and require its insurer to waive, all rights of
subrogation against Seller and Seller’s insurers, to the extent permissible by law. - 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 any damages and costs finally awarded against Buyer in such
action, provided Seller is promptly notified in writing of the suit and is given full authority, information, and
assistance by Buyer to defend or settle the action. However, Seller shall not be liable if the infringement claim
arises from: (i) modifications made by or on behalf of Buyer that cause the infringement; (ii) the use of
Deliverables in combination with other items that causes 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 benefit of third parties; or (vi) use of the Deliverables
not authorized under these Terms. If the Deliverables or any part thereof are 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
part; (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 3 years. - Confidentiality
All non-public or proprietary information of Seller, including but not limited to intellectual property, quotations,
and pricing 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. - Intellectual Property
All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights,
trademarks, patents, applications therefor, and any other information or intellectual property disclosed or
provided to Buyer by Seller (collectively, ‘IP’) are and will 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 to any IP are granted under this agreement, except for the limited right to use the Deliverables
purchased from Seller. - 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. - 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.3GEN Masonry Products, Inc.
8528 Davis Blvd., #134-246
North Richland Hills, TX 76182
1-800-556-5785