Terms & Conditions | 3GEN Masonry Products
3GEN MASONRY PRODUCTS, INC. TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (“Agreement”) govern all sales of products (“Products”) by 3GEN Masonry Products, Inc. (“Seller”) to any purchaser (“Buyer”). These Terms constitute the entire agreement between the parties unless otherwise agreed in a separate writing signed by an authorized representative of Seller.
Buyer’s acceptance of Products, payment, or placement of an order constitutes acceptance of these Terms. Any additional, conflicting, or different terms proposed by Buyer (including in purchase orders, acknowledgments, or other documents) are expressly rejected unless Seller agrees in a signed writing.
1. ACCEPTANCE OF ORDERS: All orders are subject to acceptance by Seller. Seller may accept, reject, or modify any order at its sole discretion. No order is binding until confirmed in writing or electronically by Seller.
2. PRICING AND PAYMENT: Prices are subject to change without notice, including after order placement, due to changes in raw materials, tariffs, freight, labor, or other factors beyond Seller’s reasonable control.
Unless otherwise agreed in writing, payment terms are net thirty (30) days from invoice date. Past due amounts accrue interest at the rate of 18% per annum (or the maximum rate allowed by applicable law, whichever is less). Seller may suspend shipments, require prepayment/COD, or cancel orders for past-due accounts. Buyer shall pay all collection costs, including reasonable attorneys’ fees and court costs.
3. QUOTATIONS: Quotations expire thirty (30) days from date issued unless otherwise stated. Seller may withdraw or modify any quotation at any time before acceptance.
4. SHIPPING, DELIVERY, AND RISK OF LOSS: Delivery dates are estimates only and not guaranteed. Seller is not liable for any delay or failure to deliver.
Title and risk of loss pass to Buyer upon delivery of Products to the carrier (F.O.B. Seller’s facility or as otherwise specified). Buyer bears all freight, insurance, handling, and related costs.
5. INSPECTION AND ACCEPTANCE: Buyer shall inspect Products promptly upon receipt and, in any event, within forty-eight (48) hours (or such shorter period as is commercially reasonable under the circumstances). Buyer must notify Seller in writing of any claimed defects or non-conformities within that period, specifying the issue in detail. Failure to do so constitutes acceptance of the Products as conforming and irrevocable waiver of all claims related to quantity, quality, or defects observable upon reasonable inspection. Buyer’s failure to provide timely notice shall bar any remedy under applicable law, including under Texas Business and Commerce Code §2.607.
6. RETURNS AND CANCELLATIONS: No returns or cancellations without Seller’s prior written authorization. Authorized returns are subject to a restocking fee of up to 25% (higher for custom/special orders). Custom, special-order, or cut-to-size items are non-returnable and non-cancellable. Buyer remains liable for all costs, expenses, and losses from any cancellation or modification.
7. LIMITED WARRANTY – REPLACEMENT ONLY: Seller warrants only that, at the time of shipment, Products conform to Seller’s standard specifications and are free from defects in material and workmanship under normal use and service. Compliance with the inspection and notice requirements set forth in Section 5 is a condition precedent to any obligation of Seller under this warranty. Seller shall have no obligation to remove, inspect, or evaluate Products in the field.
SOLE AND EXCLUSIVE REMEDY: If a Product proves defective during the warranty period (one year from shipment unless otherwise stated), Seller will, at its sole option, replace the defective Product (FOB Seller’s facility). Seller has no obligation to provide refunds except at its sole discretion and on terms it determines.
THIS REMEDY IS EXCLUSIVE. Seller is not liable for (and Buyer waives) any other remedy, including but not limited to labor, removal, reinstallation, transportation, incidental costs, project delays, or any other expenses or losses.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LAW. No oral statements, course of dealing, or usage of trade create additional warranties.
8. DISCLAIMER OF SYSTEM AND PERFORMANCE WARRANTIES: Seller makes no warranty or representation regarding the performance of any wall assembly, system, or structure incorporating the Products, including (without limitation) thermal performance, structural integrity, moisture resistance, air infiltration, fire resistance, or compliance with any building code or project specification. Such determinations are the sole responsibility of Buyer, the design professional, architect, engineer, contractor, or other specifier. Product data sheets, test results, and samples are for general informational purposes only and do not constitute guarantees for any specific application or project.
9. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW (INCLUDING TEXAS LAW):
Seller shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including (without limitation) loss of profits, revenue, use, business interruption, project delays, third-party claims, or loss of goodwill, whether arising in contract, tort (including negligence), strict liability, warranty, or otherwise.
Seller’s total aggregate liability for any and all claims arising out of or relating to this Agreement or the Products shall not exceed the purchase price paid to Seller for the specific Product(s) giving rise to the claim.
10. INDEMNIFICATION: To the fullest extent permitted by Texas law (including Texas Insurance Code Chapter 151), including but not limited to claims asserted by third parties, Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees), whether arising in contract, tort, strict liability, or otherwise, to the extent such claims arise out of or relate to:
(a) Buyer’s (or its agents’, contractors’, subcontractors’, installers’, or users’) negligence, fault, willful misconduct, breach of contract, or violation of law; (b) Improper installation, handling, storage, use, or modification of Products by Buyer or downstream parties; (c) Failure to follow Seller’s instructions, applicable building codes, or industry standards; (d) Architectural, engineering, design, specification, or product selection decisions by Buyer or others; (e) Jobsite conditions, construction methods, workmanship, or acts/omissions of contractors/installers; (f) Performance or failure of any wall system/assembly incorporating Products, except to the extent caused solely by a manufacturing defect in the Product itself (as determined by final, non-appealable judgment); or (g) Use of Products with materials not supplied by Seller.
This indemnity does not apply to the extent a claim is finally adjudicated to result solely from Seller’s gross negligence or willful misconduct.
Buyer’s obligation to defend is immediate and independent of the duty to indemnify. Seller may participate in the defense and must approve any settlement affecting it. No settlement may be made without Seller’s written consent. This section survives termination, delivery, installation, and payment.
11. FORCE MAJEURE: Seller shall not be liable for delays or failure due to events beyond its reasonable control, including acts of God, war, terrorism, pandemics, strikes, supply shortages, government actions, or natural disasters.
12. TAXES: Buyer is responsible for all applicable taxes, duties, tariffs, and similar charges (excluding taxes on Seller’s net income).
13. GOVERNING LAW AND VENUE: This Agreement is governed by Texas law, without regard to conflict of laws principles. Venue for any dispute shall be exclusively in Tarrant County, Texas. Buyer consents to personal jurisdiction there.
14. INSURANCE: Buyer shall maintain commercial general liability insurance of at least $1,000,000 per occurrence (with products-completed operations coverage). Proof of insurance shall be provided upon Seller’s request.
15. PATENT INDEMNITY: Seller will defend Buyer against U.S. patent infringement claims alleging unmodified Products infringe a third-party patent, provided Buyer notifies Seller promptly and allows Seller to control the defense/settlement. Seller is not responsible for infringement arising from modifications, combinations with other items, or Buyer specifications. Seller may, at its option: procure a license, replace/modify the Product, or refund the depreciated purchase price.
16. CONFIDENTIALITY: Any proprietary or confidential information provided by Seller remains Seller’s property and may not be disclosed or used except as necessary to use the Products.
17. INTELLECTUAL PROPERTY: All intellectual property rights in the Products, designs, data, and related materials remain Seller’s property.
18. AMENDMENTS: Seller may update these Terms at any time by posting revised terms or notifying Buyer. Continued orders or acceptance of Products after changes constitutes acceptance.
19. NO WAIVER: Failure to enforce any provision is not a waiver of that or any other provision.
20. ENTIRE AGREEMENT: This Agreement supersedes all prior agreements, understandings, or representations.
21. SEVERABILITY: If any provision is held invalid or unenforceable, the remainder remains in full force and effect.
22. NO RELIANCE: Buyer acknowledges that it has not relied and is not relying upon any statements, representations, or warranties, whether oral or written, made by Seller or its representatives, except as expressly set forth in this Agreement. Any technical assistance, recommendations, or information provided by Seller is provided as a courtesy only and shall not be relied upon as design advice or guarantees of performance.
23. PRODUCT SELECTION AND SUITABILITY: Buyer acknowledges that it is solely responsible for determining the suitability of the Products for any intended use or application. Seller does not assume any responsibility for product selection, system design, or compliance with project specifications or building codes.
24. TIME LIMIT FOR CLAIMS: Any claim by Buyer arising out of or relating to the Products must be brought within one (1) year from the date of delivery, regardless of when the claim is discovered.
25. NO THIRD-PARTY BENEFICIARIES: This Agreement is for the sole benefit of Seller and Buyer. No third party shall have any rights or claims under this Agreement.
26. EXCLUSIVE REMEDIES: The remedies set forth in this Agreement are exclusive, and Buyer waives any right to assert any other remedies, whether in contract, tort, or otherwise.
27. NO SET-OFF: Buyer shall not withhold, offset, deduct, or set off any amounts due to Seller for any reason, including any alleged claim, dispute, defect, or counterclaim, unless and until such claim is finally adjudicated by a court of competent jurisdiction in Buyer’s favor.
28. MODIFICATION IN WRITING ONLY: No modification, amendment, or waiver of any provision of this Agreement shall be binding unless in a written document signed by an authorized representative of Seller.
3GEN Masonry Products, Inc.
8528 Davis Blvd., #134-246
North Richland Hills, TX 76182
1-800-556-5785