TERMS OF USE AND TERMS AND CONDITIONS AGREEMENT

PLEASE READ THE FOLLOWING TERMS OF OF USE AND TERMS AND CONDITIONS AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY ACCESSING ecowindowsystemsonline.com and ANY other websites owned or operated by ECO Window Systems, LLC, or its subsidiaires or affiliates (ALTOGETHER, THE “SITE”), AND CLICKING THE “AGREE” BUTTON, YOU HEREBY AGREE TO BE BOUND BY THE THE AGREEMENT. IT IS THE RESPONSIBILITY OF YOU, THE USER, DEALER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE AGREEMENT BEFORE PROCEEDING TO USE THE SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS SET FORTH IN THE AGREEMENT, THEN PLEASE DO NOT ACCESS OR USE OUR SITE. THE AGREEMENT IS EFFECTIVE AS OF April 26, 2021. 

The Site is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or poessions.  By using the Site, you represent and warrant that you meet all of the foregoing eligibility requirements.  If you do not meet all of these requirements, you must not access or use the Site.

The use of the Site creates a legally binding custom manufacturing order for the products you select, and the terms and conditions set forth below will govern that order.

TERMS OF USE

The following terms of use are entered into by and between you and ECO Windown Systems, LLC (“Company,” “we,” or “us”). The following terms of use, together with the Terms and Conditions below, and our Privacy Policy which is hereby incorporated by reference (collectively, the “Agreement”) govern your access to and use of the Site, including content, functionality, and products and services offered on or through the Site.

Changes to the Terms of Use .

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Site following the posting of the revised Agreement means that you accept and agree to the changes. You are expected to check this page each time you access this Site so you are aware of any changes, as they are binding on you.

Accessing the Site and Account Security .

We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restricte access to some parts of the Site, or the entire Site, to users, including registered users.

You are responsible for both:

·        Making all arrangements necessary for you to have access to the Site.

·        Ensuring that all persons who access the Site through your internet connection are aware of the terms of the Agreement and comply with them.

The Site is intended to be used only by registered distributors (also referred to as dealers) of Eco Window Systems, LLC,  and serves as a tool to order custom manufactured products to the specifications stipulated on our Site or in your customized order on our Site.     

Intellectual Property Rights .

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

Prohibited Uses .

You may use the Site only for lawful purposes and in accordance with these terms of use. You agree not to use the Site in any way that violates any applicable federal, state, local, or international law or regulation.

Changes to the Site .

We may update the content on the Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Site .

All information we collect on the Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions .

All purchases through our Site or other transactions for the sale of goods formed through the Site, or resulting from visits made by you, are governed by the Terms and Conditions, which are hereby incorporated into these terms of use.

Product values as PSF, sizes allowed and any other technical specification of our products must be confirmed by you in the “Product Approvals” section of the Site.

Disclaimer of Warranties .

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability .

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

Governing Law .

All matters relating to the Site and the Agreement, and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule.

Entire Agreement .

The Agreement constitutes the sole and entire agreement between you and the Company regarding the Site, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

TERMS AND CONDITIONS

THIS DOCUMENT CONTAINS VERY IMPRTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ CAREFULLY.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THE SITES, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THE SITES IF YOU (A) DO NOT AGREE TO THESE TERMS AND CONDITONS, (B) ARE NOT AT LEAST 18 YEARS OF AGE, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SITES OR ANY OF THE SITES’ CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

The terms “we,” “us,” and “our” are used to refer to ECO Window Systems, LLC. The term “Product” is used to refer to products manufactured by any of our divisions. The terms “you,” “your” and “yours” refer to the purchaser submitting an order to us, the term “Order” refers to a purchase order submitted by you to us.

 

1.       Your Order is an offer to buy, under these terms and conditions, all Products and services listed in your order. Your Order is binding when submitted and you receive our written acceptance via email (“Acceptance”). Once your Order is placed on our Sites and your Order is in production, your Order may not be cancelled, and we have the right to receive full payment from you for that Order (i.e., not merely a recovery of our costs incurred for the work-in-process prior to you cancelling the Order).  Our Acceptance of your Order is conditioned upon your agreement with these terms and conditions. We reject any terms and conditions in your Order, which are different from or additional to these terms and conditions or any changes to the Order after we have issued the Acceptance, unless approved by one of our authorized managers in writing or by e-mail. 

 

2.       You are responsible for carefully reviewing and verifying the accuracy of our Acceptance of your Order on our Site, including the quanities, sizes, and types of Products; Product specifications, such as glass types and types of finishes; pick-up or delivery location and estimated pick-up or delivery dates. You must notify the sales representative assigned to your account or our custmer service department within one (1) business day after receipt of our Acceptance if you believe our acceptance of your Order contains any inaccurate information or terms.

 

3.        We reserve the right to make partial shipments of your Order. You agree to accept all partial shipments, except for any portion of such shipments that contain defective or incorrect Products. We will issue separate invoices for each partial shipment, and you agree to pay those invoices on or prior to the due date.

 

4.        For an Order that we have agreed to ship to a specified delivery destination and which is transported on a delivery vehicle driven by one of our employees, title and risk of loss for the Products covered by that Order transfers to you at the loading docks of that delivery destination.

 

5.        For Orders picked-up at one of our facilities by you or any third-party carrier, regardless of who arranged for or hired that third-party carrier, title and risk of loss for the Products covered by that Order transfers to you when the Products are made available to you or that third party carrier at our facility.  You are responsible for purchasing insurance to cover any loss, damage, destruction or theft of Products during transit, except where we have agreed to deliver the Products to you using one of our vehicles and drivers employed by us.

 

6.        We will use commercially reasonable efforts to deliver your Products to the agreed upon delivery destination by the estimated delivery agreed to by you for your Order, but we do not guarantee or promise that the Products will be delivered on that date and we will not be responsible for any charges, costs or damages of any kind incurred by you or others due to late deliveries, regardless of the reason for the late delivery. Similarly, we will use commercially reasonable efforts to have your Products available for pick-up at our facility by the estimated pick-up date agreed to by you, where the Order is to be picked-up by you or a third party carrier, but we do not guarantee or promise that the Products will be available for pick-up on that date, and we will not be responsible for any charges, costs, or damages incurred by you or others due to a delayed pick-up date, regardless of the reason for the delay.

 

Once you receive an email with your electronic Confirmation that your Order is ready (Invoice), Dealers will have a two week period (10 Business Days) to schedule a pickup or delivery date. If the Order is not scheduled for pickup or Delivery within this period, your Order could result in having Storage Fees of $150 per day assessed until the Order is paid in full. If you cannot agree on a shipping schedule or date for delivery with the Shipping Department in a 2-week period, a Storage Fee of a $150 per day will be added to your Invoice (no exceptions). After 1 month of Storage Fee, and if the Order has still not been picked up, you will lose ownership of the order and Eco Window Systems will not take responsibility.        

 

7.        Any claim by you that you have a right to return Product to us, and/or receive a credit or refund for that Product, due to alleged Product defects, must be made by you to us by email or in writing no later than seven calendar days after the delivery of the Product to you (or seven calendar days after the product has been picked-up from our facility for Orders where we are not responsible for delivering the Product). In other words, you have seven calendar days to inspect and “reject” allegedly defective Products.  You are not permitted to return any Product to us unless and until we issue you a written return authorization.  Approved returns of Product to us must be accompanied by a copy of that return authorization. 

 

8.        Any claim by you for Product shortages or that we provided you Products you did not order, or provided you with the wrong quantity or types of Products must be made at the time of delivery or pick-up.  Once you or your third-party carrier or other representative signs the Product packing slip and/or bill of lading or any similar delivery confirmation documentation, we are not required to correct or remediate any such alleged delivery shortage or inaccuracy. Notwithstanding the foregoing, our prices are valid for thirty calendar days from our Acceptance and may be subject to surcharges or other fees related to the actual increase in our material costs.        

 

9.        We have the right to change our prices and price lists at any time, without notice to you, except with respect to the Products covered by a purchase order acceptance issued by us that contains confirmed Product prices, but only with respect to the quantity of Products covered by that purchase order acceptance. Notwithstanding the foregoing, our prices are valid for thirty calendar days from our Acceptance and may be subject to surcharges or other fees related to the actual increase in our material costs.

 

10.    Taxes, duties, tariffs and other government charges or fees of all kind related to your order of Products from us (other than our income taxes and property taxes), and our shipment of Products to you, are borne by you, unless our acceptance of your purchase order expressly and unequivocally indicates that we will be responsible for those costs.

 

11.    Freight costs are borne by you unless our Acceptance of your Order expressly states otherwise, such as where we have accepted or quoted you a “delivered price.”  Freight charges may or may not be itemized on our Acceptance of your Order.  

 

12.    Our prices do not include costs for field testing, including water testing; testing for regulatory approval of special-order products that require unique engineering; shop drawings; special engineering needs or requests; special boxing, crating or other types of special packaging that are not our standard packaging for the Product you have ordered; special protective coatings or covers requested by you; mock-ups or samples; or installation materials and supplies.  In the event that, we agree to perform or provide any of those services or goods for you, additional charges may apply, at our discretion.

 

13.    Unless we have previously approved a credit-terms arrangement with you in writing, our standard payment terms are as follows:  one-half of the total amount we quoted to you for the Order must be paid to us at the time that your Order is placed, and the remaining one-half must be paid on the date that we deliver the Products covered by the Order to the agreed upon delivery destination, or where the Order was accepted as one that you would pick-up, the date that we make the Order available for pick-up at our facility. However, we reserve the right to vary your payment terms, or even to require payment in full before we deliver Products to you, or make the Products available for pick-up, in our discretion, depending on factors such as your creditworthiness, the performance and financial condition of your business, your payment history with us, and other factors that we consider relevant.                    

 

14.    You grant to us a security interest in the Products we sell to you, as well as all accessions thereto, for the purpose of securing both payment and performance of all of your obligations to us. That security interest is a purchase money security interest, and it will be effective, and be in full force and effect, until the purchase price for the Products, plus accrued interest owed, if any, has been indefeasibly paid in full in cash and you have fully performed any other obligations owed to us, at which time our security interest will be deemed satisfied.  You will fully and reasonably cooperate with us, and provide such further assurances necessary, to perfect our security interest.  You irrevocably authorize us to file, in all public offices as we deem necessary, and in your name such financing statements as we deem appropriate or necessary, describing the Products for which you have not fully paid us the purchase price owed in order to perfect the security interest described in this paragraph.  

 

15.    We reserve the right to discontinue any Product, or to change the materials used in or other specifications for any Product, at any time without prior notice.     

 

16.    Our products are warranted in accordance with the limited warranty which is effective on the date of your Order. You are responsible for providing or causing your customer to provide to the end user/homeowner the original order information for the order covering the products at that residence or facility, such as the order number and dealer contact information for you.  A copy of our limited warranties, including all disclaimers and exceptions to the limited warranties, and effective dates regarding the warranties, are located on our websites at ecowindowsystems.com You agree and acknowledge that the limited warranty which is effective on the date of your Order forms the basis of the bargain for the purchase and sale of Products pursuant to your Order.  Our warranties are void: (i) under the circumstances that we specify in each warranty document; (ii) in the event any Product is used in a manner or for an application that we do not recommend; (iii) if a Product is not properly used for code application; or (iv) if a Product is used with parts from a manufacturer that we have not authorized.  The limited warranties do not cover installation or installation related defects.

 

17.    EXCEPT FOR THE LIMITED WARRANTIES REFERENCED IN THE PREVIOUS PARAGRAPH, WE MAKE NO OTHER WARRANTIES WHATSOEVER WITH RESPECT TO ANY OF THE PRODUCTS, INCLUDING: ANY WARRANTY OF MERCHANTABILITY; WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WARRANTY OF TITLE; WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS, IMPLIED BY LAW, STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.  

 

18.    YOUR SOLE REMEDY FOR ANY BREACH OF WARRANTY FOR ITEMS MANUFACTURED BY US IS, AT OUR SOLE OPTION, THE REPAIR OR REPLACEMENT OF, OR CREDIT OF THE PURCHASE PRICE PAID BY YOU FOR, THE FAILED PRODUCT, EXCLUDING ALL LABOR COSTS.

 

19.    THE LIMITED REMEDY DESCRIBED IN THE PREVIOUS PARAGRAPH WILL BE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES REFERENCED ABOVE.  

 

20.    The exclusive remedy in the above Paragraph shall not be deemed to have failed of its essential purpose so long as we are willing and able to repair or replace nonconforming products or credit the purchase price within 180 days of the date when we determine that such products are nonconforming.  Any warranty repair or replacement that we provide shall not extend the period of the original warranty.  Any suggestions by us or our agents regarding use, application or suitability of the Products shall not be construed as an express warranty unless confirmed to be such in writing by us.

 

21.    EXCEPT FOR CLAIMS FOR PERSONAL INJURY CAUSED BY THE PRODUCTS WE HAVE SOLD TO YOU, WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SALE OF PRODUCTS TO YOU, OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH, WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES OR WHETHER ANY OTHER REMEDY PROVIDED HEREIN FAILS.