1. OFFER; ACCEPTANCE. Customer’s signature on the quote and any disclosures, product drawings, and other documents included with the package  sent via the electronic signature platform byTexas Folding Doors (e.g. DocuSign); these Terms and Conditions (“Terms”); and receipt of the initial payment constitute the binding contract of sale betweenTexas Folding Doors , LLC (“Panoramic”) and the purchaser (“Customer”) for product sold by Texas Folding Doors  (“Product”) (collectively the “Contract”). Any additional, conflicting, or contrary term or condition in other documentation is rejected and not made part of the Contract unless expressly agreed to in writing by an executive of Texas Folding Doors . Customer agrees to be bound by and accepts these Terms.

2. QUOTES. Quotes are valid for 30 days from the date issued. The quote expires if Customer does not execute a binding Contract within 30 days after a quote is issued. A new quote may be requested but offerings and prices are subject to change.

3. PRICE. All prices, transportation costs, taxes, and other charges are payable in U.S. Dollars. The quote includes an estimate as to taxes or other costs associated with the sale. However, any additional taxes, duties, fees, freight, insurance costs, and any other charges incurred, imposed on, or measured by the sale shall be paid by Customer.

4. PAYMENT. Unless expressly agreed to in writing and signed by an executive officer of Texas Folding Doors , payment terms are: 50% of the total purchase price shall be due and payable at the time of execution of the Contract and the remaining 50% of the total purchase price shall be due and payable prior to shipment of the Product. Texas Folding Doors  reserves the right, in its sole discretion, to require payment in advance or other secured form of payment. A late fee of the lesser of 1.5% per month or the highest rate permitted by applicable law will incur on all amounts not paid in full when due.

5. TERMINATION PERIOD. Customer may cancel an order without penalty by providing a written notice of cancellation received by Texas Folding Doors no later than seven (7) days after execution of the Contract (“Termination Period”). If Customer cancels within the Termination Period, any payments made by Customer will be returned within 10 days following receipt by Texas Folding Doors of an effective cancellation notice. Product is made-to-order so orders may not be canceled after the Termination Period expires.

6. CHANGE ORDERS. Customer may request a change to an order any time during the Termination Period. Changes must be requested in writing and are subject to acceptance by Texas Folding Doors  at its discretion. Product is made-to-order so no changes are permitted after the Termination Period.

7. PRODUCT SELECTION. Texas Folding Doors  is a door manufacturer that builds Product pursuant to specifications provided by its customer. As such, Texas Folding Doors is not responsible for determining if the Product is suitable for the desired use and application, including whether Product complies with project plans and specifications, applicable building regulations or codes, and environmental conditions.

8. PRODUCT DRAWINGS. Any product drawing from Texas Folding Doors is provided solely for use in connection with the Product sold (“Product Drawing”)Texas Folding Doors  retains all rights to them as copyrighted material. Customer shall not use or share Product Drawings for any purpose other than the purchase and installation of the Product. Should Customer use Product Drawings in an unauthorized manner, such as sharing them with a competitor, Customer shall be responsible to Texas Folding Doors  for liquidated damages in the amount of 20% of the purchase price of the Contract for each violation.

9. DELIVERY. Texas Folding Doors  will arrange for delivery of the Product to the delivery address stated in the Contract. Changes made to the delivery address after the 7-day termination period, Section 5 (Termination Period), may result in reconsignment and storage fees from the courier. Customer is responsible for payment due at the time of reconsignment. Deliveries to the address in the contract include the product to be offloaded to the curbside only. No exceptions are made to deliver up or to the driveway, side of residence/jobsite, backyard or rear yard delivery, porch/verandah, any unpaved surface or any other location at residence/jobsite that is not curbside only. Customer is responsible for providing necessary labor to relocate the product from the curbside. Additional services to relocate the product from curbside to garage or equivalent are offered by the courier and are subject to availability. Customer is responsible for any additional charges for said services prior to delivery. Customer may add/decline said services within the 7-day termination period. Section 5 (Termination Period). Texas Folding Doors will use reasonable efforts to make quoted delivery dates, but they are estimates only and subject to change. Texas Folding Doors is not responsible for any loss or damage due to a delay in delivery, such has been caused by an act of God, war, major disaster, pandemic, terrorism, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance; delay by carriers; shortage of fuel, power, materials, or supplies; operation of statutes, laws, rules, or rulings of any court or government; demand for goods exceeding available supply; or any other cause beyond Texas Folding Doors  control affecting production or delivery. Failure by Texas Folding Doors  to make any shipment by an estimated date does not constitute a breach or cause for cancellation of the Contract.

10. TITLE; RISK OF LOSS. Unless otherwise agreed to in a writing signed by both parties,Texas Folding Doors  will select the means, methods, and carriers for shipping the Product and all deliveries shall be FOB destination.  is not responsible for any loss, damage, or delay which may occur after the Product is delivered. Title to the Product shall vest in Customer upon delivery. Product is made-to-order and may not be returned.

11. STORAGE FEE. Texas Folding Doors  has limited storage space in its facilities. If Customer is not ready to accept delivery on the date scheduled byTexas Folding Doors , Texas Folding Doors ic will store the Product at no cost for up to two (2) weeks after the scheduled delivery date. After the first two (2) weeks, Texas Folding Doors will store the Product for up to an additional two (2) weeks at a cost to Customer of $200 per week. The balance of the purchase price is due when the Product is initially scheduled for delivery, even ifTexas Folding Doors  stores the Product. If Customer has not remitted full payment, including the storage fee, and fails to accept delivery at the end of the 4-week storage period, Customer will be in breach of the Contract and Texas Folding Doors  may seek the remedies provided in Section 17 (Default).

12. INSPECTION. Customer shall inspect the Product for shortages, damage, deficiencies, or other errors (“Nonconformity”) within 5 days of unpacking, after delivery, and prior to installation. Customer shall provide written notice of a Nonconformity as soon as practicable upon discovery, and allow Texas Folding Doors  an opportunity to confirm and cure. Failure to notify Texas Folding Doors  shall constitute unqualified acceptance and a waiver of all such claims by the Customer. Do not install Product with a Nonconformity absent Texas Folding Doors  written consent.

13. INSTALLATION. The Contract covers the sale of the Product only. Texas Folding Doors  DOES NOT install Product, and Customer shall be responsible for hiring, paying, and supervision of an installer.Texas Folding Doors  shall not responsible for any damages, deficiencies, or issues related to, or arising as the result of, installation of the Product. Texas Folding Doors  may provide the names of contractors who have experience installing Texas Folding Doors products but, by doing so, Texas Folding Doors  in no way endorses or accepts responsibility for the work of those contractors, and Customer acknowledges that the contractors are independent of Texas Folding Doors . Customer is responsible for conducting appropriate due diligence to retain a qualified installation contractor and assumes the risk of any issues that may arise with respect to installation.

14. TESTING. Some Texas Folding Doors models have been tested in a laboratory in accordance with AAMA and NFRC standards. This testing provides buyers with objective data relating to the performance of Texas Folding Doors  products in a laboratory setting. While Texas Folding Doors  manufactures its products using the same basic components and methods as used in the manufacture of the tested product, manufacturing tolerances, as well as handling and installation can affect in-field performance. Additionally, Texas Folding Doors has not tested its product in every possible configuration or with every available option.

15. DISCLAIMERS; LIMITATIONS. Texas Folding Doors  written warranty is the sole and exclusive warranty provided for the Product. Texas Folding Doors  DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The remedies provided for in these Terms (and in the product warranty if Customer is also the end user) are Customer’s sole and exclusive remedies with respect to the Product and Contract. Customer has one (1) year from the date of delivery to bring any and all claims under these Terms. IN NO EVENT SHALL Texas Folding Doors  BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, OR CONTINGENT DAMAGES, even if it actually knows of the possibility of such damages.Texas Folding Doors  maximum liability for all damages, personal injury, property damage, or breach of these Terms under any legal theory may not exceed the purchase price of the Product. Some state and federal laws may not allow disclaimers on implied warranties or exclusions of incidental and consequential damages, so these limitations or exclusions may not apply to you. This Warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

16. EXCUSE OF PERFORMANCE.Texas Folding Doors  always puts forth its best effort to manufacture and deliver product in a timely manner. Texas Folding Doors  shall not be responsible for delay in delivery, failure to fill orders, or other alleged default or damage where such has been caused by an act of God, war, major disaster, pandemic, terrorism, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance; delay by carriers; shortage of fuel, power, materials, or supplies; operation of statutes, laws, rules, or rulings of any court or government; demand for goods exceeding available supply; or any other cause beyond Texas Folding Doors  control affecting production or delivery. In the event of any delay or nonperformance relating to manufacture or shipping caused by any of the foregoing, Texas Folding Doors  may, at its option and without liability, cancel all or any portion of its obligations to Customer and/or extend any date upon which performance is due.

17. DEFAULT. If Customer fails to pay Texas Folding Doors when such amount is due, if Texas Folding Doors has a reasonable basis to request assurances which are not provided by Customer, or if Customer otherwise defaults in the performance of the Contract, Texas Folding Doors  may provide Customer with written notice of breach of the Contract. Customer shall have five (5) business days to cure the default following receipt of notice. If Customer fails to cure, Texas Folding Doors may, at its sole option, and without waiving any other lawful remedies, take one or more of the following actions: (i) terminate its obligations under the Contract, (ii) declare immediately due and payable all of Customer’s obligations to Texas Folding Doors , (iii) change credit terms with respect to any future orders, and/or (iv) repossess the Product. Each party will bear its own fees and costs arising from enforcement of these remedies.

18. INDEMNIFICATION BY CUSTOMER. Upon timely notice, Customer shall defend and indemnify Texas Folding Doors  from and against all liabilities, losses, claims, costs, and expenses related to any claim, investigation, litigation, or proceeding brought by a third party (“Claims”) to the extent relating to or arising out of (a) the installation or repair of Product by Customer or anyone on Customer’s behalf; (b) Customer’s selection of Product for a particular application; or (c) any representation, warranty, claim, or promise made by Customer or Customer’s agents to anyone relating in any way to the Products (other than information contained on our website, in our product literature, and in the Product warranty) without our prior express written consent Texas Folding Doors  may choose to require Customer to pay Texas Folding Doors  for all attorneys’ fees reasonably incurred in Texas Folding Doors  defending and resolving the Claim, or cause Customer to take over the entire defense and settlement or other disposal of such Claim at its sole expense.

19. INDEMNIFICATION BY Texas Folding Doors . Upon timely notice from a Customer purchasing product under this Contract for the purpose of resale, Texas Folding Doors  shall defend and indemnify Customer from all Claims to the extent they directly arise out of a defect in the materials or workmanship of the Product that existed at the time the Product left Texas Folding Doors control. Texas Folding Doors will take over defense and other settlement or disposal of the Claim at its sole expense and will not be responsible for any costs incurred by Customer with respect to the Claim. Customer waives any right to indemnification fromTexas Folding Doors beyond this Section 19, including any right otherwise provided by contract or statute (e.g. Tex. Civ. Prac. & Rem. Code §82.002, Cal. Civ. Code §1792).

20. MEDIATION; ARBITRATION. In the event of any disagreement between Texas Folding Doors  and Customer relating to the Contract,  the Product, or any issue related thereto, the parties shall submit such disagreement initially to mediation. If the parties are unable to resolve the disagreement by mediation, the matter shall be submitted to binding arbitration pursuant to the rules of the American Arbitration Association or another similar service mutually agreeable to the parties. The mediation and arbitration shall be held in Tarrant County, Texas, and any judgment upon the award rendered pursuant to such proceeding may be entered in any court having jurisdiction thereof. Each party will bear its own attorneys’ fees incurred as a result
of the alternative dispute resolution proceeding, and the mediator/arbitrator’s fee will be split evenly between the parties.

21. GOVERNING LAW. The substantive laws of the State of Texas (and not its conflicts of law principles) shall govern all matters arising out of, or relating to, the Contract or Product, including without limitation its validity, interpretation, construction, performance, and enforcement.

22. ASSIGNMENT. Customer may not assign the Contract, in whole or part, without Texas Folding Doors  prior written consent which shall not be unreasonably withheld. Texas Folding Doors  may reasonably assign its rights and obligations under the Contract without Customer’s consent.

23. INTEGRATION. The Contract constitutes the complete understanding between Texas Folding Doors and Customer with respect to the subject matter and supersedes any prior written or oral agreements or understandings. No course of performance or prior dealings and no usage of trade between the parties will be relevant to determine the meaning of the Contract.

24. SEVERABILITY; WAIVER. The invalidity or unenforceability of any provision or clause of the Contract shall not affect the validity or enforceability of any other provision or clause. Failure of either party to insist, in any one or more instances, upon performance of any term of the Contract shall not be construed as a waiver of any right under the Contract or of the future performance of such term.

25. COUNTERPARTS; ELECTRONIC SIGNATURE. The Contract may be signed in counterparts, each of which shall be an original with the same effect as if the signatures were upon the same instrument. Signatures may be by electronic or digital means and the electronic and digital signatures shall have the same validity and effect as an original handwritten signature

Texas Folding Doors

Effective May 1, 2021