Terms and Conditions of Sale

Terms & Conditions

1. General. In these terms and conditions of sale, BUDGET BLINDS OF WILLIAMSVILLE, is referred to as “Seller” and the party to whom Seller’s quotation or Invoice is addressed is referred to as “Buyer.” All sales of Seller are subject to the following terms and conditions. Any communication from Buyer that contains terms and conditions in addition to or inconsistent with the following will not be binding upon Seller unless acceptance of those terms and conditions is made in writing by an authorized representative of Seller. Failure of Seller to object to provisions contained in any communication from Buyer will not be construed as a waiver of these terms and conditions nor an acceptance of any such provisions. Seller’s Quotation, these Terms and Conditions, and Seller’s Invoice constitute the entire agreement between Buyer and Seller with respect to the sale of Seller’s products, and supersede all oral and written proposals, representations, understandings, and agreements previously made or existing with respect to the sale of Seller’s products. Seller’s Quotation, these Terms and Conditions, and Seller’s Invoice are governed by and must be construed under the laws of the State of New York. Any action or proceeding relating to the sale of Seller’s products must be commenced and will remain in New York State Supreme Court, Erie County, or in the United States District Court for the Western District of New York.

2. Buyer’s Acknowledgement. Buyer understands and acknowledges that all window treatments are custom ordered, all sales are final (subject to Buyer’s cancellation rights herein), and that Buyer is responsible for the choice of product, style, color and controls.

3. Cancellation. Buyer may cancel the sale without penalty or any obligation to perform under the parties’ agreement up until Midnight of the third business day after the date of Seller’s Invoice. Buyer will communicate cancellation by means of the Notice on the reverse of Seller’s Invoice. If Buyer does not cancel within three business days, Seller will place the order, and no changes or cancellations will be accepted after that time. If Buyer fails to perform in accordance with these Terms and Conditions, then Buyer shall pay to Seller the full price of the products covered by the order.

4. Delay. Delivery dates are estimated and subject to manufacturer’s availability. Buyer understands and acknowledges that standard industry time for window coverings to be manufactured and shipped is two to four weeks for blinds; four to six weeks for fabric treatments; and eight to twelve weeks for shutters. Seller is not liable for late shipments. Seller will notify Buyer if estimated delivery times change materially from these standards.

5. Payment. Buyer will pay a deposit of 50% of the price upon creation of the Invoice, and the remainder balance is due and owing at the time Seller installs the product(s).

6. Acceptance and Return of Products. Buyer’s receipt of any products delivered hereunder shall be an unqualified acceptance of same, and a waiver by Buyer of his or her right to make any claim with respect to such product unless Buyer gives Seller notice of claim within thirty (30) days after installation. Buyer must obtain authorization from Seller before returning any products. All defective products must be returned by Buyer.

7. Warranty. Seller passes through to Buyer the manufacturer’s warranty specific to the purchased products. Further, Seller warrants that its products are of the quality set forth in Seller’s product specifications or as otherwise expressly stated in these Terms and Conditions. If Buyer makes a claim under this warranty, and it is subsequently determined by Seller upon inspection that the product is defective, the product will be replaced or Seller will issue Buyer a credit or refund at Seller’s option. This is Buyer’s sole remedy for defective products. This warranty covers products and parts only; shipping and labor costs associated with product replacement are excluded. This warranty does not apply to any product that has been altered, used contrary to Seller’s instruction, subjected to misuse, improperly stored, or is damaged by accident or negligence. THIS WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THERE ARE NO OTHER WARRANTIES THAT EXTEND BEYOND THIS EXPRESS WARRANTY.

8. Limitation of Liability and Time to File Claims. SELLER WILL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, CONTINGENT, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. Seller’s liability with respect to a claim for any other damages arising out of or connected with the sale, purchase, non-delivery, use or performance of any product sold by Seller will not exceed the price paid for the product. Any claim by Buyer or any third party related to any products sold hereunder must be brought within one (1) year of the date of sale of the products giving rise to such claim.

9. Force Majeure. Seller shall not be liable for its failure to perform hereunder if said performance is made impracticable due to any occurrence beyond its control, including without limitation acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid (including, but not limited to, priorities, requisitions, allocations, and price adjustments), inability to obtain raw material, equipment or transportation, and any other similar or different occurrence.

10. Indemnification. If Seller is made a party to any proceeding, action or arbitration, on the basis of breach of warranty, negligence, strict liability or tort, by Buyer, or any persons deriving title from Buyer, or any third party, unless it shall be determined that Seller was solely and grossly negligent or solely at fault, then Buyer will indemnify and hold Seller harmless for all damages, costs and expenses in connection with such proceeding, action or arbitration, including attorney’s fees.

11. Termination; Other Provisions. These terms may not be modified or amended except by an agreement duly signed by the parties. Buyer may not assign any of its rights under these Terms and Conditions without the prior written consent of Seller. Any assignment of these terms shall be void and be grounds for immediate termination of any obligation of Seller to Buyer. Seller may also immediately terminate any obligation to Buyer if: Buyer fails to make any payment by the due date or to accept delivery of any products ready for delivery; any petition or proceeding shall be filed or instituted by or against Buyer under any bankruptcy, reorganization or similar law; Buyer becomes insolvent or unable to pay its debts as they mature or suspends its operations; or Seller has reasonable grounds for insecurity as to Buyer’s performance of its obligations to Seller, and Buyer fails to provide Seller adequate assurance of Buyer’s performance within 30 days of Seller’s demand. No failure by Seller to enforce at any time any provision of these Terms and Conditions shall be construed as a waiver of Seller’s right to act or to enforce each and every provision of these terms. In the event of breach by Buyer, and without limitation of any other rights and remedies of Seller, Seller may retain any deposit provided by Buyer.