Last Updated: 3-17-26

These Terms and Conditions of Sale (“Terms”) apply to all quotations, orders, sales, and invoices issued by Patson Doors LLC (“Seller”) to the buyer (“Buyer”). By placing an order, approving drawings, or making payment, Buyer agrees to be bound by these Terms.

1. Payment Terms; Method of Payment

Buyer shall pay fifty percent (50%) of the total order amount at the time of order placement. The remaining fifty percent (50%) shall be due immediately upon Seller’s provision of a copy of the Bill of Lading (BOL) or equivalent proof of dispatch from the port of origin. Seller’s provision of such documentation shall satisfy any notice requirement. All payments must be made by ACH or wire transfer only. Payment is deemed made only upon Seller’s receipt of cleared funds. Time is of the essence.

2. Condition Precedent to Shipment
Full payment of all amounts due is a strict condition precedent to shipment, delivery, export, or release of goods. Seller shall have no obligation to ship, deliver, or release goods until payment has been received in full and cleared. Seller shall not be liable for delays, costs, or damages arising from Buyer’s failure to make timely payment.

3. Progress Billing; Deposits
The payment structure constitutes progress billing. Seller may invoice for deposits, milestone payments, or procurement of materials. Seller shall have no obligation to begin or continue production until required payments are received. All payments are non-refundable once invoiced, except in the event of a material, uncured default by Seller or a documented permanent inability to deliver the goods.

4. Special Order and Custom Materials
Goods may include custom, made-to-order, or specially procured materials that are non-cancelable and non-returnable. Upon procurement, Buyer shall be liable for the full cost of such materials regardless of project status, delay, or cancellation.

5. Late Payments
Any amount not paid when due shall accrue interest at 1.5% per month (18% annually), or the maximum rate permitted by law, whichever is less. Buyer shall be responsible for all costs of collection, including attorneys’ fees, court costs, collection agency fees, and bankruptcy-related costs.

6. No Setoff; Disputes
Buyer shall not withhold, deduct, offset, or charge back any amounts without Seller’s prior written consent. Undisputed amounts must be paid when due.

7. Deemed Acceptance; Approved Drawings
All goods are manufactured in accordance with drawings, specifications, and submittals approved by Buyer. Approval constitutes final acceptance of design, dimensions, and specifications. Goods shall be deemed accepted upon completion in accordance with approved documents, regardless of whether Buyer conducts a pre-shipment inspection.

8. Limitation on Rejection
Buyer may not reject goods that conform to approved drawings and specifications. Rejection based on aesthetic preference, field conditions, coordination issues, or reasons unrelated to compliance with approved documents shall not be permitted.

9. Inspection and Claims
Buyer shall inspect goods immediately upon receipt. Any claim for visible damage or shortage must be submitted in writing within ten (10) business days of delivery. Failure to do so constitutes irrevocable acceptance and waiver of all such claims. Goods that are installed, modified, or used are deemed accepted and may not be subject to claims.

10. Risk of Loss; Shipping
For shipments designated as FOB (Free On Board) shipping point, risk of loss or damage shall pass to Buyer upon delivery of the goods to the carrier, freight forwarder, or Buyer’s designated agent. For shipments designated as DDP (Delivered Duty Paid), risk of loss shall pass to Buyer upon delivery of the goods at the agreed destination. All shipping terms shall be interpreted in accordance with Incoterms® 2020.

11. Customs; Duties; Taxes
For shipments designated as DDP, Seller shall arrange and pay for applicable duties, taxes, and import charges associated with delivery to the agreed destination. Buyer shall provide all information and documentation reasonably required for customs clearance.

12. Tariff and Government Charge Adjustments
Prices for shipments designated as DDP are based on duties, tariffs, taxes, and government charges in effect as of the date of quotation. In the event of any increase or decrease in such duties, tariffs, taxes, or government-imposed charges occurring at any time prior to import clearance or delivery, Seller reserves the right to adjust the purchase price accordingly, provided such change results in an increase or decrease of ten (10) percentage points or more in the applicable duty, tariff, or government charge. Buyer agrees to promptly pay any such increases upon invoicing.

13. Shipping Delays
Seller shall not be liable for delays in delivery caused by carriers, customs authorities, port congestion, labor issues, or other events beyond Seller’s reasonable control. Any delivery dates are estimates only and are not guarantees.

14. Export Compliance
Buyer shall comply with all applicable import, export, and trade compliance laws and regulations.

15. Storage; Demurrage; Delay
If Buyer delays payment, shipment, or pickup, Seller may store goods at Buyer’s risk and expense. Buyer is responsible for all storage, handling, demurrage, detention, and related costs. Seller may charge commercially reasonable storage fees beginning five (5) days after notice that goods are ready.

16. Default and Remedies
Buyer is in default upon failure to pay when due or insolvency. Seller may, without notice: suspend or terminate performance, withhold shipments, declare all amounts immediately due, stop goods in transit, or reclaim/repossess goods.

17. Retention of Title
Title remains with Seller until full payment is received. Buyer grants Seller the right to reclaim or repossess unpaid goods.

18. Security Interest
Buyer grants Seller a purchase money security interest in the goods and proceeds. Seller may file UCC financing statements to protect its interest.

19. Field Conditions
Seller is not responsible for field measurements, site conditions, installation conditions, or coordination with other trades. Buyer is responsible for verifying all dimensions prior to approving drawings.

20. No Backcharges
Buyer shall not backcharge Seller for any costs without Seller’s prior written consent.

21. Standard of Quality; Finishes; Variations
Seller warrants that goods will materially conform to approved drawings and specifications. Minor variations in color, texture, or appearance, including reasonable batch-to-batch differences, shall not be considered defects.

22. Exclusive Remedy
If goods are determined by Seller to not materially conform to approved specifications, Seller’s sole obligation shall be, at its option, to repair, replace, or issue a credit or refund for the affected goods. In the event of replacement, Seller shall be responsible for standard ground freight costs to the original delivery point. This shall be Buyer’s exclusive remedy.

23. Limitation of Liability
Seller’s total liability shall not exceed the amount paid for the goods giving rise to the claim. Seller shall not be liable for incidental, consequential, special, or punitive damages, including lost profits, business interruption, re-delivery, or re-installation.

24. Limitation of Actions
Any claim must be brought within one (1) year of delivery or be permanently barred.

25. Governing Law; Venue
These Terms shall be governed by the laws of the State of Georgia. Buyer consents to exclusive jurisdiction and venue in Georgia courts.

26. Waiver of Jury Trial
Buyer and Seller waive the right to trial by jury.

27. Entire Agreement; Priority
These Terms control over any conflicting Buyer terms unless agreed to in writing by Seller.