- Buyer is the person and/or entity purchasing the Goods and/or Services described in the proposal or quotation.
- Seller is defined as Home & Leisure, Inc. dba Structureworks, a manufacturer of Goods and a provider of Services.
- Goods include, but are not limited to, pergolas, canopies, structures, manufactured subassemblies, materials and/or products.
- Services include, but are not limited to, professional engineering services, field services, and training.
All quotations are provided in accordance with these Terms of Sale. Any request for Goods or Services by Buyer must first be accepted by Seller before an order is confirmed. Acceptance of an order is expressly limited to these Terms of Sale and any other terms and conditions contained in the quotation. Any additional or different or conflicting terms and conditions contained in Buyer’s order request or other response hereto shall be deemed objected to by Seller and shall be of no effect, nor in any circumstances binding upon Seller unless expressly agreed otherwise in writing by an officer of Seller.
GOODS & SERVICES
Buyer accepts full responsibility for the accuracy of the quotation received from Seller, including, without limitation, shipping address, quantity, measurements, and finishes. In requesting Goods or Services, Buyer agrees that it has confirmed the accuracy of all project specific information contained in the quotation received from Seller.
VARIATION, DELAY & CANCELLATION
Orders may not be canceled more than three calendar days after the date the order is placed. Orders canceled after that time will be subject to cancelation fees.
If Seller is prevented from proceeding with the order by reason of delay or suspension of the order by Buyer, all costs reasonably incurred by Seller to that time shall be immediately reimbursed to Seller by Buyer.
A request by Buyer for deferral of delivery shall result in additional costs that will be charged to Buyer. Upon Buyer’s request for a deferral of delivery, Seller will complete the Services in process and/or manufacture the requested Goods, invoice Buyer and, upon payment of the invoice by Buyer, Seller shall hold manufactured Goods for Buyer at Buyer’s risk and expense. Buyer shall pay Seller reasonable fees for storage of such Goods upon regular monthly invoicing by Seller. Should Buyer fail or refuse to pay such storage fees, the Goods will be deemed abandoned by Buyer.
Orders totaling less than $25,000 shall be prepaid in full at the time of order. Orders totaling more than $25,000 shall be paid in two installments, one at the time of order and the second at a date to be determined based on manufacturing time, typically 15 to 30 days prior to the order shipping.
Delinquent payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by applicable law, whichever is lower. Buyer shall pay all of the Seller’s costs and expenses (including reasonable collection agency and attorney’s fees) in collecting all amounts payable by Buyer to Seller. In addition, in the event that Buyer becomes delinquent in the payment of any sum due to Seller, Seller shall have the right to suspend performance of any pending order(s) for Goods or Services until such delinquency is corrected.
Unless otherwise stated in Seller’s quotation, delivery dates are estimates only and are based, among other things, on the timely receipt of full and final technical information, payment, and approvals from Buyer. Seller shall not be liable for any loss, liability, damages (whether direct, indirect or consequential) or other obligations because of any delay or failure to deliver all or any part of any order for any reason, including, without limitation, Seller’s active or passive negligence or any cause beyond the Seller’s control.
Seller shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed in writing. Delivery shall be deemed to take place when Seller or its agent have delivered the Goods and/or Services to the point of delivery defined in the quotation. Unless otherwise specified in Seller’s quotation, Buyer shall be responsible and assumes all risk for unloading the Goods at the point of delivery.
Additional freight services such as lift gate service or inside delivery are unnecessary and not included with the sale of Goods. The cost of additional freight services received by Buyer are the sole responsibility of Buyer.
Buyer is entitled to 45 minutes for unloading/inspecting Goods. Buyer will be charged $50 for every 15 minute increment (or portion thereof) over the allotted receiving time.
If the delivery address is changed by Buyer after an order is confirmed, a reconsignment fee of $100 will be charged to Buyer.
If Buyer is unable to take delivery of Goods when attempted, Buyer will be responsible for all redelivery and storage fees.
INSPECTION OF GOODS
Buyer shall inspect the Goods promptly upon receipt thereof and shall immediately give notice to Seller of any grounds on which Buyer alleges that the Goods are damaged, defective, or not in accordance with this Terms of Sale.
Buyer shall note all damaged and/or missing materials on delivery receipt with the carrier. If Buyer fails to give such notice, the Goods shall be conclusively presumed to be in all respects in accordance with contract and free from any defect that would be apparent on reasonable examination of the Goods; and Buyer shall be deemed to have irrevocably accepted the Goods. Notwithstanding the foregoing, any use of the Goods for any purpose after delivery, including further processing, assembly, modification, or any other work, shall constitute an irrevocable acceptance of the Goods by Buyer.
LIMITATION OF LIABILITY
It is the responsibility of the Buyer to meet or exceed all building code and safety requirements, and to obtain all required building permits. The party installing the Goods is solely responsible for determining and implementing appropriate means and methods for installation techniques in each situation. Seller shall not be liable for any damages arising from improper or unsafe installations of Goods, or from any modification to the Goods made by Buyer or Buyer’s agents.
INDEMNITY BY BUYER
To the fullest extent permitted by law, Buyer shall indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs, expenses, suits, debts, actions, proceedings, causes of action, reasonable legal fees and liability of any kind arising in connection with: (1) the injury to and/or the death of any person, or the damage to any property, whatsoever caused or alleged to have been caused in whole or in part by any act or omission of Seller in connection with the provision or installation of the Goods; or (2) the failure of Buyer to perform, or to properly perform, its obligations under this Terms of Sale and/or any other agreement entered into between Buyer and Seller relating to the sale of Goods or Services.
In an effort to resolve any conflicts that arise during the course of the provision or Goods or Services that is the subject of this Agreement, the Buyer and the Seller agree that all disputes between them arising out of, or relating to, this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. If the mediation process is unsuccessful, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration through The McCammon Group using its Arbitration Rules. A single arbitrator shall be used, selected as provided in the Arbitration Rules. The parties shall share equally in the costs of the arbitration. However, the arbitrator may award costs and attorney’s fees to the prevailing party. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
GOVERNING LAW & VENUE
This Agreement is subject to the laws of the Commonwealth of Virginia and the laws of the Commonwealth of Virginia apply in any lawsuit or arbitration. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any and all disputes arising between the parties shall be resolved in Spotsylvania County, Virginia whether by arbitration or other legal proceedings, with any legal proceedings occurring in the Spotsylvania County Circuit Court.
This Agreement represents the final agreement between the parties. Any prior agreements and understandings between the parties with respect to the matters described herein, whether oral or in writing, are superseded by, and are deemed to have been merged into, this Agreement, unless otherwise expressly provided herein. This Agreement may be amended only by a written document signed by both of the parties.
We collect non-personally identifiable information about you in a number of ways, including tracking your activities through your IP (Internet Protocol) address, computer settings, most-recently visited URL, or through cookies (described below). We may also ask you to provide certain non-personally identifiable information about yourself, such as your age, your occupation, buying preferences, interest in SF products, etc. We do not collect personally identifiable information about you unless you voluntarily submit such information to the Structureworks Website by, for example, filling out a survey or registration form, requesting literature. The types of information that may be requested include your name, address, e-mail address, and telephone number.
Use of Information
SF may use the information to tell you about SF products and services that we feel may be of interest to you. Personally identifiable information may be used to contact you again either by online electronic communication (such as e-mail), or by regular mail or telephone. You may opt-out of receiving future mailings from SF by unsubscribing from SF emails or other contacts by emailing email@example.com. SF has the right to monitor the Websites electronically, from time to time, and to disclose any information necessary to satisfy any law, regulation, or other government request, to operate the Websites properly, or to protect itself. Non-personal demographic and profile data is used to tailor your experience at the Websites, showing you content we think you might be interested in. This information may also be shared with SF’s dealers, distributors or contractors on an aggregate, non-personal basis. When SF shares such information with dealers, distributors or contractors, it is not traceable to any particular user and will not be used to contact you again.
Use of IP Address
We use your IP address to help diagnose problems with our server and to administer the quality of the Websites. We do not use IP addresses to personally identify users. We do not track the usage patterns of individual users, but rather how well each page on our site performs overall.
Our Websites uses industry standard security measures to protect the loss, misuse and alteration of the information under our control. While there is no such thing as “perfect security” on the Internet, SF will take reasonable steps to protect the safety of your personal information.
If you have created an account with us, we urge you to keep your password in a safe place and not to divulge it to anyone. Also, remember to sign off your account and close your browser window when you have finished your visit. This is to ensure that others cannot access your account, especially if you are sharing a computer with someone else or are using a computer in a public place such as a library or Internet café.
Other Websites and Links
Our Websites contains links to other websites. SF is not responsible for the privacy practices or the content of such websites, and does not warrant the accuracy or completeness of any other website that the user may access through our Websites or which provides links to the Website. SF authorized dealers, distributors or contractors are independently owned and operated, and are neither affiliated with nor agents or representatives of SF. Structureworks makes no representations or warranties as to, and accepts no duty or responsibility for the performance, acts or omissions of such parties.
Correction and Update of Information
SF allows its users the option to change or modify information previously provided. This may be done through e-mailing the changed or modified information to firstname.lastname@example.org. SF will use reasonable efforts to ensure that your information is removed from or corrected in our records.
Children’s Privacy (Under the Age of 13)
Structureworks takes children’s privacy seriously and wants children and parents to understand that our Websites are not intended for children under the age of 13. If you are under the age of 13, please do not use our Websites. We do not permit anyone under the age of 13 to open an account with us. We do not seek to collect personal information about children through our Websites. If we become aware that a person submitting personal information to us through any one of our Websites is a child under the age of 13, we delete the information as soon as we discover it and do not use it for any purpose, nor do we disclose it to third parties. Since we do not seek to collect any personal information about children, and we delete information collected inadvertently as soon as we discover that a child has submitted it, we typically retain no information about children that could be reviewed or deleted. If a parent requests review or deletion of information about their child before we have discovered and deleted the information, we will of course honor that request. Please contact us at email@example.com.
2. SF reserves the right, in its sole discretion, to change, modify, add, or remove all or part of these Terms, including but not limited to, any term, policy, or guideline, at any time without notice or acceptance by You. Regardless of whether SF has provided You notice, Your continued use of any Structureworks web site following SF’s notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms.
3. By continuing to use these websites, You agree to be bound by and accept these Terms, and agree to provide true, accurate, current and complete information in any response that You provide to FA. You agree to maintain and update Your Information to keep it true, accurate, current, and complete. If You are dissatisfied with any Structureworks web site, or any of the Terms, guidelines, policies, practices of SF, or if any future changes are unacceptable to You, Your sole remedy is to discontinue use of the web site.
4. All information, content and material (“Content”) made available by SF through this web site is owned by or licensed to SF. SF and its licensor’s retain all rights in this Content. All Content, including but not limited to the Site design, text, drawings, photographs, graphics, sound recordings and video recordings are protected by copyrights owned by SF or its licensor’s. The Content and any and all such copyrighted material may not be modified, copied, distributed, downloaded, displayed, e-mailed, transmitted or sold in any form or by any means, in whole or in part, without the prior written consent of the respective copyright owner. You may not, for commercial purposes, publish, transmit reproduce or distribute any Content, except as expressly permitted by SF, or the provider of such information or other material. You expressly agree to respect all copyright, trademark and proprietary rights of SF and its dealers, distributors, and/or contractors. The organization, manner of presentation and screen designs of the Structureworks web site are the sole property of SF and may not be reproduced without the express written consent of SF. SF expressly reserves all rights in its copyrights, trademarks, trade names, and other proprietary information set forth on any Structureworks web site.
5. By continuing to use these websites, You agree to receive communications related to Structureworks products (“Product Updates”). Product Updates may include information about products from SF’s authorized dealers, distributors or contractors, or other related products and services. You will have the opportunity to opt-out of Product Updates by clicking on unsubscribe links or by following unsubscribe instructions within the communication.
7. It is solely Your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, products, services or other information, and the quality and merchantability of all merchandise provided through the Structureworks web site. Descriptions of or references to products, services or publications within the Structureworks web site do not imply endorsement of that product, service, or publication.
8. While using any Structureworks web site, You may not: (a) post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable information of any kind, including without limitation, any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law, including without limitation the United States export control laws and regulations and federal and state antitrust laws; (b) post or transmit any information or software that contains a virus, Trojan Horse, worm, or other harmful component; (c) post, publish, transmit, reproduce, distribute, or in any way exploit any information, product or other material obtained through the Structureworks web site for commercial purposes (other than as expressly permitted by SF or the provider of such information, product or other material); or (d) upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Structureworks web site which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or holder.
9. Upon clicking on a hyperlink button on any Structureworks web site, You will leave the Structureworks web site, and SF is expressly not responsible for the content at any hyperlinked web site. SF authorized dealers, distributors or contractors are independently owned and operated, and are neither affiliated with nor agents or representatives of SF. As more fully set forth below, SF makes no representations or warranties as to, and accepts no duty or responsibility for, the performance, acts or omissions of such parties.
10. With respect to content on Structureworks web sites or other hyperlinked web site , You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, dealer, distributor, or contractor information, or other materials (collectively, “Content”), are the sole responsibility of the person or entity from which such Content originated. SF does not control the Content posted by its dealers, distributors, contractors, or agents, and as such, does not guarantee the accuracy, integrity or quality of such Content.
11. You acknowledge that SF does not pre-screen Content, but that SF and its designees shall have the right (but not the obligation) in SF’s sole discretion to refuse or remove any Content that is made available on the Structureworks web site.
12. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE Structureworks web SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SF 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. SF DOES NOT WARRANT OR REPRESENT THAT: (A) ANY MATERIAL, RESULTS, AND/OR DATA DOWNLOADED OR OTHERWISE USED OR OBTAINED THROUGH THE Structureworks web SITE OR OTHER HYPERLINKED web SITE WILL BE ACCURATE OR RELIABLE; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE Structureworks web SITE OR OTHER HYPERLINKED web SITE WILL MEET YOUR EXPECTATIONS; (C) THAT ANY ERRORS, MISSTATEMENTS OR PROGRAMMING DEFECTS IN THE Structureworks web SITE WILL BE CORRECTED; OR (D) THAT ANY ACCESS TO THE Structureworks web SITE OR INFORMATION OR OTHER MATERIAL ACCESSIBLE ON THE Structureworks web SITE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL ELEMENTS. SF ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
13. YOU EXPRESSLY AGREE THAT YOUR USE OF THE Structureworks web SITE AND ANY MATERIAL, RESULTS, INFORMATION, AND/OR DATA DOWNLOADED OR OTHERWISE USED OR OBTAINED THROUGH THE USE OF THE Structureworks web SITE OR OTHER HYPERLINKED web SITE, IS DONE AT YOUR OWN DISCRETION AND RISK. YOU FURTHER AGREE TO ASSUME TOTAL AND SOLE RESPONSIBILITY FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULT FROM THE DOWNLOAD OR OTHER USE OF SUCH MATERIAL, RESULTS, AND/OR DATA.
14. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SF AND ITS AFFILIATES, OR OTHER PARTNERS, AGENTS, OR CONTRACTORS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, THAT RESULT FROM: (A) THE USE OR INABILITY TO USE THE Structureworks web SITE; (B) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE Structureworks web SITE; OR (C) YOUR RELIANCE ON OR USE OF ANY DATA, INFORMATION, MATERIAL, OR PRODUCTS OBTAINED FROM OR PROVIDED THROUGH THE Structureworks web SITE OR OTHER HYPERLINKED web SITE.
15. These Terms between You and SF shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. You and SF agree to submit to the sole and exclusive personal jurisdiction of the federal and state courts located within the Commonwealth of Virginia for any dispute arising from, or related to, these Terms. The failure of SF to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
16. These Terms constitute the entire agreement governing the use of the Structureworks web site, super-ceding any prior versions of the Terms. If any provision of these Terms or any incorporated documents are found by a court of competent jurisdiction to be invalid, You and SF nevertheless agree that the court should endeavor to give effect to SF’s intention as reflected in the provision, and the other provisions of these Terms remain in full force and effect.