Sole Application of These Terms & Conditions. All sales are explicitly contingent upon the purchaser's ("Buyer") acceptance of the terms and conditions outlined herein (referred to collectively as the "Terms & Conditions"). Any action, including but not limited to placing an order, making an offer, providing authorization, expressing intent, accepting, acknowledging, confirming, or any similar communication to procure goods and/or services from AG Stones (hereafter individually and collectively referred to as the "Seller") signifies agreement to these Terms & Conditions. Any conflicting or additional terms proposed by the Buyer in any purchase order, offer, authorization, acceptance, acknowledgement, confirmation, or otherwise are rejected by the Seller, are considered contradictory to these Terms & Conditions, and are not binding on the Seller unless expressly agreed to in writing by an authorized representative of Seller’s management. Seller explicitly disclaims any responsibility or liability under contracts, agreements, or covenants between Buyer and any third party. These Terms & Conditions constitute the entire sales agreement between Buyer and Seller for purchases, except when Seller has explicitly agreed to other or additional terms and conditions in writing through an authorized agent.
Each shipment or delivery is treated as a separate and independent transaction. By placing an order for goods and/or services, Buyer represents that it is solvent. If, at Seller's discretion, the financial condition of Buyer at the time of manufacture or shipment does not warrant the specified payment terms or if Buyer breaches any of these Terms & Conditions, Seller reserves the right to demand full or partial cash payment or other adequate assurance of performance before proceeding with manufacture or shipment. As a security measure for the payment of the full price of goods and/or services provided, Buyer grants Seller a security interest (referred to as the "Security Interest") in the goods and/or services and in all of Buyer's rights, title, and interest in accounts receivable, inventory, and other business assets, including but not limited to goods, equipment, documents, instruments, general intangibles, chattel papers, contract rights, leases, or leasehold interests. Buyer agrees to execute any necessary documents or provide information deemed reasonably necessary by Seller to perfect this Security Interest.
Seller disclaims any responsibility for ensuring that goods and/or services meet specific job specifications or requirements unless explicitly stated in its written quotation.
For goods delivered by Seller's truck, title transfers upon delivery at the location where the Buyer takes possession; thereafter, the Buyer assumes all risk of loss or damage. In the case of deliveries by a common carrier, the terms are f.o.b. shipping point, and subsequent risk of loss or damage is borne by the Buyer. In direct shipments from manufacturers, title passes to the Buyer upon delivery to the common carrier; thereafter, the Buyer bears all risk of loss or damage. Claims for damage or shortages arising from direct shipments must be made by the Buyer against the carrier. Seller accepts no responsibility beyond ensuring the delivery to the carrier is in good order and is not liable for loss, damage, or delay occurring thereafter. Items marked as "freight allowed" are specific to particular items and quantities. Any deviations after order placement, such as changes in quantity or partial release, are subject to the manufacturer's terms and conditions where applicable. Buyer is responsible for providing any extra labor or mechanical facilities required for unloading without cost to the Seller.
The cost of goods and/or services will be the amount specified in the written quote or invoice provided by the Seller. Payment terms, including the due date and any applicable discounts, will be as indicated on the Seller's invoice. In the case of overdue amounts, an administrative fee of 1.5% per month or the highest rate allowed under applicable law, whichever is less, will be applied.
Seller disclaims any responsibility for ensuring that goods and/or services meet specific job specifications or requirements unless explicitly stated in its written quotation.
For goods delivered by Seller's truck, title transfers upon delivery at the location where the Buyer takes possession; thereafter, the Buyer assumes all risk of loss or damage. In the case of deliveries by a common carrier, the terms are f.o.b. shipping point, and subsequent risk of loss or damage is borne by the Buyer. In direct shipments from manufacturers, title passes to the Buyer upon delivery to the common carrier; thereafter, the Buyer bears all risk of loss or damage. Claims for damage or shortages arising from direct shipments must be made by the Buyer against the carrier. Seller accepts no responsibility beyond ensuring the delivery to the carrier is in good order and is not liable for loss, damage, or delay occurring thereafter. Items marked as "freight allowed" are specific to items and quantities. Any deviations after order placement, such as changes in quantity or partial release, are subject to the manufacturer's terms and conditions where applicable. Buyer is responsible for providing any extra labor or mechanical facilities required for unloading without cost to the Seller.
The return of goods and/or services requires explicit written authorization from the Seller. Only regularly stocked items in resalable condition, maintaining their original undamaged state and packaging (for tile or plumbing fixtures), will be eligible for credit. All accepted returns are subject to a minimum 35% restocking charge; however, returns will not be entertained after 30 days from the delivery date. Specially ordered items, "sale" products, or quantities of stock items outside the norm will not be accepted for return and are considered sold "as is."
The provided shipping or performance dates are not guaranteed but are contingent on the best information available at the time. These dates are subject to change without prior notice unless explicitly stated otherwise in writing. Seller holds no liability for failure to deliver, delays in delivery, or performance issues due to various factors beyond its reasonable control. These factors include, but are not limited to, communicable diseases or pandemics, governmental orders, acts of God, actions or oversights by the Buyer, civil or military authority interventions, government priorities, allocations or controls, fire or other casualties, labor disputes, riots or civil disturbances, insolvency or inability to perform by the manufacturer, transportation delays, or any other commercially impractical circumstances. In the event of such delays, the estimated delivery or performance date will be extended for a duration equivalent to the time lost due to the delay.
The Buyer is authorized to reject nonconforming goods or a nonconforming tender solely upon their delivery to the Buyer. The Seller holds the right to rectify any nonconformities in the goods or their tender, provided that the Seller informs the Buyer of their intention to remedy the issue within ten days of receiving notification from the Buyer about the nonconformity. Failure by the Buyer to provide written notice to the Seller regarding any claim of nonconformity at the delivery point will be considered an unconditional acceptance of the goods. In such cases, the Buyer waives all claims against the Seller concerning the nonconforming goods.
Natural stone materials are inherently products of nature, and as such, variations in shading, veining, color, and surface texture are to be expected. Due to these inherent characteristics, it is strongly advised that all materials be thoroughly examined before installation, as they are sold "as is." Upon receipt, the Buyer is obligated to promptly review all of the Seller's billing documents and goods. Any discrepancies or defective goods must be reported to the Seller within ten days of receipt, accompanied by a written statement detailing the reasons for the dispute. Failure to notify the Seller within this ten-day period regarding disputes related to defective goods or billing will be considered a waiver of such disputes.
In cases of alleged defects, the Buyer must allow the Seller the opportunity to promptly examine the goods in question. Documentation, including traceability, confirming that the alleged defective product is indeed from the Seller must be made available upon the Seller's request. If the claims are deemed unjustified, the Seller reserves the right to charge the Buyer for freight and transshipment costs, as well as examination costs.
It is emphasized that the agreed-upon specifications and any expressly agreed-upon purposes do not constitute a guarantee; a written agreement is required for the granting of a guarantee. Additionally, no goods may be returned for credit, and no order may be canceled or changed, either in part or in whole, without the prior written consent of the Seller.
In the event that shipments are stored or held beyond the agreed-upon delivery date for the convenience of the Buyer, the Seller reserves the right to, at its discretion, impose reasonable charges to cover any expenses associated with such delays.
Buyer can only cancel orders with the written agreement of the Seller, and such cancellation is subject to payment of reasonable charges based on expenses already incurred and commitments made by the Seller.
Unless Buyer provides written notice to the contrary before making a purchase, the Buyer affirms that any actions taken by its employees or agents on its behalf are considered authorized by the Buyer. The Seller may rely on this representation unless written notice to the contrary is given by the Buyer before making the purchase.
Unless Buyer provides written instructions with each remittance, payments will be applied, at the Seller's sole discretion, first to any finance or service charges, and then to match open invoices. Payments received after the invoice due date will be applied based on the Seller's sole discretion, potentially prioritizing the oldest invoices regardless of lien status.
By providing a fax number and/or email address to the Seller in writing, the Buyer authorizes the Seller to send and consents to receive information by fax and/or email. This information may include credit account billing details, promotional materials, market updates, price sheets, product specifications, and other relevant information. The Buyer acknowledges that their electronic signature is legally equivalent to a manual signature.
A handling fee of two percent (2%) off the purchase price applies to every sale transaction, unless the Buyer participates in the Seller's Preferred Customer Program, in which case the handling fee is waived. However, the handling fee will not be waived for transactions where payment is made by credit card.
No alterations, additions, modifications, or waivers of any of these Terms & Conditions are binding on the Seller unless explicitly agreed to in writing by an authorized representative of Seller's management. The Buyer acknowledges and agrees that the Seller may make modifications to these Terms & Conditions periodically, and the Buyer expressly consents to such modifications.
Buyer undertakes to protect, indemnify, and absolve Seller, its subsidiaries, affiliates, officers, directors, shareholders, employees, agents, representatives, successors, and assigns ("Indemnitees") from any and all claims, demands, actions, losses, damages, penalties, liabilities, costs, obligations, and expenses (including reasonable attorneys', experts', and legal fees). These may arise in any way from acts or omissions of Buyer, its agents, employees, or subcontractors, either wholly or partially, relating to these Terms & Conditions or any sale of goods and/or services by Seller to Buyer. This includes, but is not limited to, (i) Buyer's violation of these Terms & Conditions; (ii) claims arising from the purchase of defective goods and/or services; (iii) claims arising from injuries to Buyer's employees during the receipt, installation, or handling of goods from Seller; (iv) Buyer's violation of any laws; (v) claims asserting that Seller had a duty to warn a third party about goods and/or services provided to Buyer; or (vi) claims alleging that the goods supplied to Buyer infringe upon a patent, copyright, trademark, or misappropriate a trade secret of a third party. At Seller's request, Buyer shall defend any such claim, action, or lawsuit.
Seller's liability for any claim or damage arising from the supply of goods and/or services to Buyer, their sale, resale, or operation, whether based on contract, warranty, tort (including negligence), or any other grounds, shall not exceed the price attributed to such goods and/or services or part thereof involved in the claim. To the extent permitted by applicable law, and unless expressly stated otherwise herein, any such claim must be asserted within one (1) year or shall be deemed waived and barred. Seller shall not be liable under any circumstances for labor charges without Seller's prior written consent. In no event shall Seller be liable, whether due to breach of contract, warranty, tort (including negligence), or any other grounds, for special, consequential, incidental, or punitive damages. This includes, but is not limited to, loss of profits or revenue, loss of product or associated product use, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims from Buyer's customers for such damages. If Seller provides Buyer with advice or assistance related to goods and/or services supplied, or any system or equipment in which such goods and/or services may be installed, and such advice or assistance is not required by this contract, Seller will not be subject to liability based on contract, warranty, tort (including negligence), or any other grounds.