top of page
shade_system_retractable_shade_sail_shade_sail_ installer_sunshieldsail_

16. CONTACTING US

If you have any questions about our Terms & Conditions, please contact us by email at info@sunshieldsail.com, or by using the contact details below:

​

SunShield Shadesystem LLC.

120 Old Agnes Road

Weatherford, TX 76088

USA

15. GENERAL PROVISIONS

  1. The sale of Products by Seller to Purchaser shall be governed by and construed according to the laws of the State of Texas, without regard to its principles on conflicts of law.

  2. All disputes arising out of or related to the Product or Installation shall first be submitted to non-binding mediation using the American Arbitration Association in the State where the Product is installed.

  3. If mediation does not resolve the dispute, the matter shall be finally resolved by arbitration pursuant to the rules of the American Arbitration Association. Any arbitration proceeding or hearing shall be held in the state where the Product is installed.

  4. All notices and other communications hereunder shall be in writing and deemed to have been given only if and (i) when personally delivered, or (ii) when delivered by reputable overnight delivery service, or (iii) when first sent by e-mail or other means of electronic communication, and subsequently confirmed by (air or US) mail postage prepaid.

  5. Seller’s waiver of any breach, or failure to enforce any of the terms and conditions of this Order Confirmation, at any time, shall not in any way affect, limit or waive Seller’s rights thereafter to enforce and compel strict compliance with every term and condition hereof. Seller’s pursuit of any one or more remedies shall not in any manner operate as an election of remedies or otherwise waive Seller’s rights to pursue any other rights or remedies available to it at law, in equity or under this Order Confirmation.

  6. In the event that any provision of this Terms and Conditions shall be held to be void or unlawful, such provision shall be deemed to be severed from these Terms and Conditions. All other remaining provisions hereof shall remain in full force and effect.

  7. These Terms and Conditions set forth the entire agreement between Seller and Purchaser, and no terms, conditions, understanding or agreement purporting to modify or vary the terms of the purchase order shall be binding unless hereafter made in writing and signed by Seller and Purchaser.

14. INTELLECTUAL PROPERTY RIGHTS

  1. Intellectual property rights in the Products, quotations, drawings, samples, plans, proposals or any other property remain with the Seller or third parties.

  2. Purchaser shall not reverse-engineer, decompile, disassemble or any other way alter the Products without Seller’s prior written consent.

  3. Purchaser is granted a non-exclusive, non-assignable, revocable and non- transferable right to use the intellectual property rights for the agreed purpose in the Contract.

  4. If Seller creates Products in accordance with Purchaser's instructions, Purchaser shall ensure that such instructions and resulting Products do not infringe on any third party rights. Purchaser shall be solely liable for any damages or other costs arising from a third party claim related to infringement of intellectual property rights on Products created in accordance with Purchaser's or a designated third party's specifications or requests.

13. CONFIDENTIALITY

  1. Both Parties shall treat in strict confidence all information which is neither generally known nor generally accessible, including but not limited to illustrations, drawings, calculations and other documents, and shall use it only for the purpose of fulfilling the Contract. The Parties shall ensure the confidential treatment of all information relating to the Contract by their personnel and consulted specialists. In case of doubt, all information is to be treated confidentially.

  2. Confidential information of a Party does not include information which: (i) was already known to the other Party, before it was made accessible by the disclosing Party; (ii) is or becomes generally known without the other Party's responsibility; (iii) was disclosed to the other Party by a third party without any transfer restriction; (iv) was developed by the other Party itself without using or referring to the confidential information of the protected Party; and/or (v) has to be disclosed based on a legally binding decision of a court, administrative or other authority. In this case the Party under the obligation to disclose shall inform the other Party immediately about the decision and consider protective measures the other Party may want to implement.

  3. This obligation of confidentiality already exists prior to the conclusion of the Contract and remains valid until such information is no longer of proprietary nature. Any information concerning a Party's trade secret shall be kept confidential as long as such information remains protected by applicable law.

  4. A Party must not disclose any confidential information to a third party without the prior written approval of the other Party to the Contract. If the approval is given, the obligations of confidentiality are to be transferred to the receiving third party.

  5. Notwithstanding anything to the contrary, Seller may disclose confidential information to its affiliates and advisors (attorneys, auditors, experts).

12. SECURITY INTEREST

  1. Until all installment payments, if any, and all other amounts due under an Order, have been paid, Seller shall retain a security interest in the Products and any and all equipment, parts, accessories, attachments, additions and other goods, and all replacements of them, installed in, affixed to or used in connection with the Products and, if Purchaser sells or otherwise disposes of the Products in violation of the terms of this agreement, in the proceeds of such sale or disposition.

  2. To secure the payment of monies due to Seller hereunder, Purchaser hereby grants to Seller a continuing and first priority purchase money security interest in the Products covered by a relevant Order, and any and all proceeds thereof. Seller shall have all of the rights and remedies available to a secured party, which shall be cumulative with all other rights and remedies afforded Seller by law or equity. Purchaser hereby designates Seller as its attorney in fact to sign any financing statements required by Seller to perfect its security interest. The Products shall be and remain personal property and not fixtures whether or not attached to real estate.

  3. Until full payment to Seller and without limiting any other rights, in case Purchaser's financial viability deteriorates or will likely deteriorate, as determined by Seller, Seller shall be entitled to directly receive payment for any sale of the Products from Purchaser's customers from such sale on a pro rata basis. In order to implement the foregoing, Seller may take any action it deems necessary, including but not limited to demand payment from Purchaser's direct customers or other relevant third party to a project.

  4. Until full payment to Seller, Purchaser shall (i) carefully maintain, and insure the Products; (ii) protect such Products against any risks; and (iii) take all reasonable measures in order that Seller's rights and interests therein are neither compromised nor cancelled.

DEFAULS, REMEDIES

Purchaser shall be in default (hereinafter “Default”) under this Contract and Seller may terminate this Contract and exercise all other remedies in law or in equity if Purchaser: (i) fails to make

payment hereunder to Seller when due; or (ii) breaches any other term, provision or condition contained in this Contract; or (iii) is declared to be in default under any other agreement between Purchaser and Seller, (iv) is adjudicated a voluntary or involuntary bankrupt, becomes insolvent or has a receiver of its assets or property appointed, makes an assignment for the benefit of creditors, or institutes or suffers to be instituted any proceeding for a reorganization or a rearrangement of its affairs, and, if in any of the foregoing cases set out in (i), (ii) or (iii), Purchaser fails to cure any said breach or default within seven (7) days following written notice thereof from Seller.

Upon the occurrence of a Default, Seller may elect to exercise any one or more of the following options:

  1. If the purchase price is to be paid in installments, Seller may declare the remaining balance immediately due and payable.

  2. Seller may require payment in cash prior to delivery of any Products hereunder.

  3. Seller may withhold any Products not delivered to Purchaser at the time of the default.

  4. Seller may terminate this Agreement and seek recovery of any amounts due.

10. WARRANTIES AND CLAIMS

Seller’s warranty is set out on the document attached hereto and is an integral part of these Terms and Conditions.

PLEASE READ CAREFULLY THE ATTACHED WARRANTY DOCUMENT. IT SETS OUT THE SPECIFIC PROVISIONS OF THE SELLER’S WARRANTY OF THE PRODUCTS. ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

9. INDEMNITY

Purchaser agrees to indemnify, hold harmless and defend Seller, its shareholders, directors, officers, its employees and agents, (the “Indemnitees”) from and against all liability and damages arising out of claims, demands, expenses and liabilities of any nature, including, without prejudice to the generality of the foregoing, claims of death, personal injury, damage to property, claims of infringement to third party intellectual property due to specifications or other requests by Purchaser, and consequential loss (including loss of profit), which may be made against Seller or which Seller may sustain, pay or incur as a result of or in connection with the sale of the Products and performance of the Services unless such costs, claims, demands, expenses or liabilities are directly and solely attributable to any willful misconduct or gross negligence of Seller or its duly authorized employees or agents.

8. FORCE MAJEURE

Seller shall not be liable for any delays or failure to perform resulting from circumstances or causes beyond its control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, terrorist acts, war, pandemics, epidemics, or any law, order or requirement of any governmental agency or authority.

7. RISK OF LOSS / DELAYS

  1. Risk of loss or damage for all Products will pass to Purchaser upon Seller making such Products available to a carrier regardless of the shipping method. In case of a delay at no fault of Seller, risk of loss or damage for all Products will pass to Purchaser upon Seller's readiness to ship. Any damages to stored Products after Seller's readiness to ship, shall be the sole responsibility of the Purchaser.

  2. Without waiving any of the restrictions to terminate an Order set forth herein, in the event Purchaser notifies of an intent not to accept Products or otherwise cause a delay, Purchaser shall be solely responsible for any and all damages, including reasonable attorneys' fees, arising therefrom.

6. DELIVERY AND PERFORMANCE

  1. Unless otherwise agreed to in writing and subject to Purchaser's compliance with all obligations under the Contract, including but not limited to required releases and pre- payments, where applicable, Seller will deliver or cause delivery of the Products at the sole cost and risk to the Purchaser, or at its then current standard shipping rates, which are subject to change at any time for each accepted Order. The current standard shipping terms of Seller are Ex Works (EXW) Weatherford, Texas or another designated warehouse (Incoterms 2020).

  2. In addition to any shipping costs under Section 6(a), and unless otherwise agreed to by Seller, Purchaser shall be solely responsible for all other costs arising out of the delivery of the Products, including but not limited to governmental fees and insurance.

  3. Unless otherwise expressly agreed to, all dates of delivery set forth in Order Confirmations are approximate and non- binding.

  4. If Purchaser should request any modification of the order after submission of an Order, Seller shall have the right to extend the delivery and/or installation time period as reasonably needed to complete Purchaser’s change order and to adjust the terms of sale and purchase price in the Seller’s sole discretion.

5. ACCEPTANCE OF PRODUCTS / RESALE

  1. Purchaser shall inspect all Products immediately, but in any event no later than two (2) business days after delivery, following upon receipt of the Products, and shall give written notice to Seller within three (3) business days thereof of any claim that the Products are nonconforming, provided that a reasonable inspection should have revealed such nonconformity. If Purchaser fails to give such notice within such time period, the Products shall be deemed to conform to the terms of the accepted Order, and Purchaser shall be deemed to have accepted the Products. Any minor deviations, including but not limited to quality, material, weight, design and color, shall not constitute a non-conformity, defect, or error.

  2. If Purchaser provides notice of any defects or errors within the required time period or after acceptance of the Products, Purchaser discovers latent defects and provides written notice thereof within two (2) business days, Seller shall, after being given the opportunity to verify the nature of the defect or error, remedy such defects or errors at it deems appropriate, including repairing or replacing relevant Products.

  3. Purchaser acknowledges and agrees that the remedies set forth in Section 5(b) are Purchaser's exclusive remedies for the delivery of defective or erroneous Products. All sales of Products to Purchaser are made on a one-way basis and Purchaser has no right to return Products purchased hereunder to Seller.

  4. If stipulated in an Offer or Order Confirmation, Purchase may resale the Products on a non-exclusive basis to third parties in the United States or a territory described in an Offer or Order Confirmation. Buyer assumes all risks related to resale of Products, including but not limited to collecting payment for, all Products sold to third parties. The inability of Purchaser to collect payment for any Product does not affect Purchaser's obligation to pay Seller for any Product.

  5. Regardless of any resale arrangement, the Parties are independent contractors and nothing herein shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Seller and Purchaser. Neither Party, by virtue hereof, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party.

  6. When selling the Products to third parties or other acting hereunder, Purchaser shall at all times comply with all applicable laws.

4. PAYMENT TERMS AND INVOICES

Unless otherwise expressly agreed to by Seller:

  1. All payments are due in full, payable to Seller immediately upon receipt of an invoice, but in no event later than seven (7) days from the invoice date or the date when the Purchaser receives the invoices, whichever is earlier ("Due Date"). Notwithstanding the foregoing, Seller reserves the right to implement other payment methods, including but not limited to upfront or partial pre- payments.

  2. If Seller’s performance hereunder is subject to interruption due to Force Majeure, Seller shall be entitled to payment for such partial performance to date if any interruption continues beyond five (5) days.

  3. Purchaser shall not have the right of setoff against any amount due Seller under the purchase order.

3. TAXES

Prices on the Products are exclusive of all taxes. Any taxes will be added to the invoice as a separate charge to be paid by the Purchaser.

2. OFFER AND ORDER

  1. Offers made by Seller are, unless stated otherwise in such documents, subject to these Terms and Conditions.

  2. An Offer submitted by Seller, which is not binding but rather an invitation for the Purchaser to place an Order, is valid during the period specified therein. Unless otherwise set forth or determined by Seller, an Offer remains open for thirty (30) days from the date of the Offer. The Offer may be subject to amendment or alteration at any time by Seller prior to Seller's acceptance of an Order.

  3. If an Order alters or deviates from the corresponding Offer or the Order Confirmation provided by Seller, the Order Confirmation, applies, unless the Purchaser objects, in writing, to Seller within two (2) business days of the Purchaser's receipt thereof. Any alteration or deviation by Purchaser shall not binding until and unless Seller confirms the new terms in writing. Seller’s silence shall not be deemed to be acceptance of any altered terms.

  4. An Order placed by the Purchaser becomes a Contract only upon its acceptance by Seller. Seller's acceptance of any Order lodged by the Purchaser may be in writing or by Seller delivering the Products which are the subject of an Order. However, any terms and conditions contained in any Order or other document issued by the Purchaser will not form part of the Contract unless they are expressly signed and accepted by Seller.

  5. Once accepted by Seller, Orders may not be cancelled or varied by the Purchaser without the prior written consent of Seller.

  6. Within seven (7) days of Seller’s acceptance of order, Purchaser shall remit 50% of the purchase price to Seller as an initial deposit. Seller shall not commence performance until receipt of the deposit. Unless the order is cancelled by Seller, the deposit shall be non-refundable.

  7. Seller reserves the right to correct any errors or omissions in its Offers, Order Confirmations or invoices.

  8. Purchaser shall bear all costs associated with the cancellation or modification of an Order.

1. SALE OF PRODUCTS

  1. These Terms and Conditions, together with all relevant documentation of the Contract, as defined hereinafter, govern the sale of the products described on the reverse side hereof or attached hereto (“Products”) by Sunshield Shadesystem LLC (“Seller”) and purchased by the named purchaser (“Purchaser”).

  2. These Terms and Conditions are deemed to be accepted if the Purchaser of the Products, orders from Seller and reference is made to them in an Offer, as defined herein, order confirmation ("Order Confirmation"), upon acceptance of the Products, or any other separate contractual agreement, whichever occurs first. All Orders, as defined herein, related to any of the foregoing shall be subject to these T erms and Conditions unless otherwise provided by Seller. Any terms and conditions or similar instruments of the Purchaser are explicitly excluded.

  3. These Terms and Conditions, together with all relevant documentation such as proposals, offers, estimates or quotations (including referenced documents) (collectively, an "Offer") from Seller, and all accepted orders placed by the Purchaser for the Products (an "Order") along with any other order specific Seller terms and conditions and other relevant documents, as determined by Seller, constitute the contract ("Contract") between Seller and the Purchaser (collectively, the "Parties" and each individually a "Party"). The application of these Terms and Conditions may only be varied by agreement in writing between the Parties.

SUNSHIELD SHADESYSTEM LLC. TERMS & CONDITIONS

bottom of page