GENERAL TERMS OF SALE
1. ORDER ACKNOWLEDGMENT
All quotations and agreements are subject to Masonite International Corporation or its subsidiary’s written ACKNOWLEDGMENT, which sets forth the order as Masonite understands it and states the only obligations to which Masonite is bound. Unless Buyer objects promptly upon its receipt, such ACKNOWLEDGMENT will be an integration of and the final and entire agreement between the parties, superseding and merging all prior communications. No subsequent modification will be binding unless acknowledged by Masonite in writing.
2. GENERAL WARRANTY AND LIMITATIONS
This warranty is IN LIEU OF any other warranty, express or implied but not limited to, any implied warranty of MERCHANTABILITY or fitness for a particular purpose.
Masonite publishes written warranties for the products it sells that are available on its website. These warranties are the sole and exclusive warranties granted by Masonite. Subject to the limitations and exclusions described therein, Masonite’s products are guaranteed to be free from defects (as defined in the written warranty) in material and workmanship at the time of manufacture and to conform to the specifications and tolerances provided in the applicable industry standards (or standards published or adopted by Masonite in the case of products not covered by industry grading rule).EXCLUSION OF IMPLIED WARRANTIES ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED AND DO NOT APPLY TO THE PRODUCT.
Limitation of Remedies.
Buyer’s exclusive remedy against Masonite shall be for the replacement of the nonconforming product or, at Masonite’s exclusive option, fair allowance therefore which shall not exceed the purchase product paid to Masonite. No other remedy (including but not limited to, installation costs, repainting, incidental damages or consequential damages for lost profits , lost sales, injury to person or property, or any other incidental or consequential loss, whether arising out of breach of contract, breach of warranty, tort or otherwise) shall be available to the Buyer.
Masonite reserves the right to have its representative field inspect the product within (30) days of receipt of a claim under this warranty. Ay returned product that is replaced is and shall be the property of the Masonite.
Obligations of Buyer.
Claims under this warranty must be made in writing within the time frame and in the manner specified in the written warranty. All claims must include proof of purchase and must be made prior to attempts to repair the product.
3. TIME AND PLACE OF SHIPMENT.
Unless the indicated shipping date is expressly guaranteed, any information as to the date of shipment is an approximation based on Masonite’s best judgment at the time and is not binding. When a mill or other shipping point is specified on the face hereof, or when an order is scheduled for shipment from such a place, it shall be the exclusive source of supply.
4. QUANTITY TOLERANCES.
Unless this order expressly requires the loading and shipping of specific enumerated quantities, or the loading and shipping of specific enumerated quantities is the universal custom applicable to the described goods, Masonite shall have the right to increase or decrease the quantity called for in this order by not more than 10% when necessary to avoid waste, to avoid breaking customary shipping units, to meet minimum tariff requirements, to comply with governmental regulations, or for any other reason Masonite deems appropriate.
5. TITLE AND RISK.
Irrespective of any provision concerning freight or price, title and risk of loss or damage shall pass to Buyer upon delivery of goods to any carrier except a motor vehicle operated by Masonite from Masonite’s plant or other shipping point. Masonite reserves the right to route all shipments, and may assist Buyer in processing claims against carriers without incurring liability therefore.
6. TRANSPORTATION COSTS AND SHORTAGES.
When prices include any costs of transportation from point of manufacture, any increase in such costs becoming effective after the applicable price is quoted or established by Masonite, and any costs for services beyond those provided by the carrier at no charge other than the applicable freight rate or tariff, shall be for Buyer’s account and shall be the sole responsibility of the Buyer. Any extra costs of utilizing substitute methods of delivery, when the intended type of carrier, vehicle or loading or unloading facilities become unavailable, also shall be for Buyer’s account and shall be the sole responsibility of Buyer.
7. LATE PAYMENT CHARGE.
A late payment charge of one and one quarter percent per month on the unpaid balance will be made on all past due accounts. Should this rate exceed the maximum rate that is lawful under the circumstances, that maximum rate shall apply. Buyer also agrees to pay reasonable attorney’s fee and other costs incurred at collection or for other Seller breach of the agreement.
8. FORCE MAJEURE.
Masonite shall not be liable or responsible to the Buyer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay arises out of, is caused by or results from a force majeure event (“Force Majeure Events”):
(a) acts of God;
(b) flood, fire, earthquake, hurricane or explosion;
(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
(d) government order or law;
(e) actions, embargoes or blockades;
(f) action by any governmental authority;
(g) national or regional emergency;
(h) strikes, labor stoppages or slowdowns or other industrial disturbances; and
(i) shortage of adequate power, raw materials, products, labor or transportation facilities; and
(j) other events beyond the reasonable control of Masonite.
9. CHOICE OF LAW.
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.