WARM BROTHERS INC. – GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERIES

10/22/2023

GENERAL

In these terms and conditions (“Conditions”), “Buyer” means the entity purchasing products, materials, works or services (“Goods”) from Warm Brothers Inc. (“Supplier”), or whose order for such Goods is accepted by the Supplier.

SALES

The Supplier shall sell and supply the Goods to the Buyer subject to these Conditions, which shall exclusively govern the contract (“Contract”) for the sale of the Goods provided by the Supplier hereunder, to the exclusion of any other terms and conditions of the Buyer.

ORDERS AND SPECIFICATIONS

No order submitted by the Buyer is accepted by the Supplier unless confirmed in writing by the Supplier, or upon delivery of the Goods by the Supplier. Supplier shall be entitled to accept or reject orders and customers at its sole discretion.

PANEL LAYOUT

Buyer acknowledges that Supplier recommends using Supplier’s panel layout service which provides a detailed layout of the radiant panel shapes, loop lengths, zoning and manifold locations specific to the Buyer’s project needs. With a panel layout plan, due diligence, and adherence to the Supplier’s current Installation Manual for the product, many individuals and contractors may successfully install the radiant panels. However, the integration of overall heating requirements, design, and components of a hydronic radiant heating system requires specialized knowledge. Therefore, as a condition of sale, the Buyer acknowledges being either a knowledgeable, qualified installer trained in the installation, codes, permitting, safety, heat transfer, piping and other relevant issues relating to installing hydronic systems, or, if not, Buyer will use a qualified installer for integrating, testing and starting up the system. The Buyer further acknowledges that if they want to buy Warm Brothers Inc.’s radiant panel products without a layout design, they must sign a form saying they have read the Installation Manual and are qualified to install the goods purchased from the Supplier. At a higher cost, Buyers of Ecowarm Radiant Board can, in some regions, be provided a full mechanical design.

PAYMENT TERMS FOR INVOICES

The Buyer shall pay the invoice (in full without any offset, deduction or counterclaim) in U.S. Dollars, unless the Supplier specifies otherwise. Due to the volatility of freight and material prices, the validity of estimates and invoices will be for the time limit stated on the invoice or estimate. After the expiration of any estimate or invoice, at Supplier’s sole discretion, the estimate or invoice will either be extended, or redone at the then prevailing price of freight and goods. Invoices will contain a link to pay electronically. Supplier accepts Visa, Mastercard, Discover, American Express, and eCheck (electronic check) transfers. Supplier requires prepayment before shipment of our radiant panel products.

ESTIMATE PROCESS, INVOICES AND PAYMENT

Budgetary estimates are provided by Supplier to Buyer free of cost. Supplier invoices Buyer a cost for layout design services, as agreed in advance by the Buyer. A portion of this design fee may be credited back to the Buyer when the radiant panel product is purchased. Once a Buyer has accepted the final design, Supplier will send Buyer an Invoice for Goods based on the layout design, which normally requires prepayment prior to Supplier shipping product.

DELIVERY AND PERFORMANCE

Terms of delivery shall be by freight prepaid by the Buyer, unless otherwise agreed. Any dates quoted for delivery of Goods are estimates only, and the Supplier shall not be liable for any transit delay in the delivery of Goods. If Supplier cannot ship purchased Goods within three weeks of a pre-agreed date with the Buyer, then the Buyer may cancel the order for Goods not yet shipped, including freight, and will receive a full refund, with the exception that design layout costs are not refundable.

SHIPPING AND FREIGHT

Supplier’s quotation or estimate to Buyer includes a freight quote that can be affected by issues such as those enumerated below. A Buyer’s shipping requirements may change, as well as the freight estimate, prior to delivery. Since freight costs vary with each order, Supplier generates and includes a custom freight quote for each Buyer.

Supplier’s board shipments are usually sent out by an LTL trucking company. The least expensive way to ship these boards is to ship to a commercial location that operates during regular business hours, has a forklift, and has personnel available to unload the boards. If this option is not available, the freight company will charge extra delivery fees. Below is a list of special services that affect freight charges. These delivery conditions should be discussed by Supplier and Buyer prior to purchase. If delivery conditions change, Buyer should notify Supplier of such changes prior to delivery; this may result in additional cost.

Delivery options that may affect shipping and freight cost:

1. Inside property drop-off (long driveways, specific drop spot)
2. Liftgate drop-off (if Buyer or site does not have a forklift to unload boards from the truck)
3. Limited Access Delivery (i.e. construction sites, utilities, churches, schools, etc.; a steep long driveway; no turn around space; gated community)
4. Phone notification required prior to delivery
5. Appointment delivery (within a set time window); redelivery if Buyer misses appointment
6. Residential Delivery
7. Redelivery (second attempt if no one was at original delivery)

INSPECTION OF GOODS UPON DELIVERY

The Buyer shall inspect the Goods upon delivery. Heavily damaged shipments should be rejected at the time of delivery. Any claim for any defect in the quality or condition of the Goods shall be presented in writing to the Supplier within five (5) working days of delivery or, where the defect was not immediately apparent, within five (5) working days of discovery.

DEFECTIVE GOODS

In case of defective Goods, the Supplier may, at its sole option, replace or repair the Goods free of charge, or refund the price of the Goods. The foregoing shall be the Buyer’s only and exclusive remedy. Under no circumstances shall the Supplier be liable to the Buyer for loss of contracts, profits, revenue, business, goodwill or other indirect or consequential loss, regardless of the ground of the claim. Notwithstanding anything to the contrary in the Contract or these Conditions, the Supplier’s entire liability shall never exceed the price of the Goods provided.

TRANSFER OF OWNERSHIP

Risk of Loss transfers to the Buyer upon delivery. Transfer of Ownership normally transfers to the Buyer at time of delivery, provided Supplier has received clearance of all funds due for Goods being supplied.

TAX

Supplier’s Goods are sold electronically on the internet, and under some conditions no tax is charged. However, ongoing U.S. Supreme Court decisions on internet taxation, as well as evolving state-by-state internet sales tax requirements, means that all U.S. suppliers are presented with a complex and fluctuating array of laws regarding internet sales and use taxes. We comply with these as we become aware of the specific tax obligation in any state. Therefore, we reserve the right to charge tax at the time of sale. You, the Buyer, acknowledge that you are responsible for paying any sales tax, use tax or fees that may be due in your locality, state or other legal jurisdiction. If a Buyer has a valid resale certificate in a state where we are charging tax, the Buyer may provide Supplier a valid copy of this resale certificate and the Supplier will not charge the tax.

RETURNS AND CANCELLATIONS

Supplier’s products are assembled and packaged for each Buyer’s order, with the component configuration of the Buyer’s requested order and Supplier’s Invoice. Payment in full is required prior to preparing an order. A Buyer’s order may be cancelled with a 95% refund if the cancellation is requested before our factory has begun assembling the order. If a Buyer’s order is cancelled after packaging has started, but prior to shipment, the order may be cancelled subject to a 35% cancellation fee.

Any Buyer’s order that is to be returned to the factory requires factory approval and an RGA, (Return Goods Authorization), and must be returned within 10 working days of receipt of Goods by the Buyer, provided that it: 1) has not been installed, 2) is in original condition, and 3) is returned in the original packaging. An RGA# (Return Goods Authorization) from Supplier is required for any such return. Return instructions will specify where and how to ship the product, and the RGA# and documentation must accompany each box or pallet of any such shipment. Buyer is required to pay shipping/freight charges on all returned Goods. Returned Goods are subject to Supplier’s 35% restocking fee. The balance of Buyer’s purchase price, less any additional shipping charges or restocking fee, will be refunded within 10 working days of the factory receiving the Goods, if the Goods are in resalable condition, meaning they have not been installed, abused, altered or damaged. If the factory rejects the returned Goods for the above reasons, no refund to the Buyer will be issued. Warranty returns must also be agreed to in advance by the factory, and must have an RGA#.

BUYER INTENDED USE

Buyer acknowledges that the Supplier’s radiant panel products are intended for indoor use as a non-structural modular radiant panel system, are intended to be stored, installed and used according to the most current Warm Brothers Inc. radiant panel Installation Manual for the product, and have been integrated into the Buyer’s overall mechanical system by qualified installers familiar with hydronic good practices, and installed in compliance with all relevant codes.

PRIVACY AND SECURITY

Warm Brothers Inc. values your privacy. We do not share a Buyer’s confidential information with anyone other than as required by credit processors to complete a transaction, or if compelled by law. We do, however, provide our factory with each Buyer’s name, company, address, phone, fax and e-mail for shipping purposes. We keep information regarding transactions as long as required by law.

INTELLECTUAL PROPERTY

Supplier retains all right, title and interest in and to all intellectual property rights (“IPR”) regarding the Goods, and to all confidential information (including, but not limited to, drawings, designs, specifications), as well as the results of any joint development, and any IPR of whatever nature contained therein. The Buyer shall not receive any right to Supplier’s IPR or confidential information.

EFFECT OF WAIVER

No waiver by the Supplier of any breach of the Contract by the Buyer shall be considered a waiver of any subsequent breach of the same or any other provision. If any provision of the Contract is held to be invalid or unenforceable, the validity of the other provisions of the Contract shall not be affected. Buyer shall not assign or transfer this contract without prior written consent of Supplier.

FORCE MAJEURE

Supplier’s performance shall be excused, and Supplier shall not be liable or responsible to Buyer, nor be deemed to have breached any obligation to Buyer, in the event of any acts of God; flood, fire, earthquake, or other natural disaster; disease; explosion, war, invasion, hostilities, terrorism, riot, or other civil unrest; government action, order or law, embargoes, or blockades; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; or other events beyond the control of Supplier.

WARRANTY

Warm Brothers Inc. warrants that its non-structural modular board products are free from defects in material and workmanship in the manufacturing process when shipped from the factory. For a period of one (1) year after shipment from the factory, any boards that are determined to have been defective when they left the factory will be replaced by a like number of boards as the exclusive remedy. To qualify for warranty, Goods must be inspected upon receipt by Buyer for defects, stored and installed according to the most current Warm Brothers Inc. Installation Manual for the product involved, and used in conformity with the written specifications in the manual. Assertions of defect must be presented by Buyer to Warm Brothers Inc. in the form of a request for return of goods within 7 days of receipt, or by other documentation acceptable to Warm Brothers Inc. If Warm Brothers Inc. agrees that the defect is covered by the Warm Brothers Inc. warranty, then Warm Brothers Inc. shall, at its expense, ship the Buyer replacement boards as the sole remedy. Warm Brothers Inc. specifically disclaims any incidental, consequential, or other claims of damage beyond the replacement of defective Goods. In no event shall damages exceed the cost of the goods provided.

LIMITATIONS TO LIABILITY

Supplier specifically disclaims any liability for property or personal injury damages, special or punitive damages, consequential, incidental, or contingent damage for lost profits, revenues, down time, shutdown or slowdown costs, or for any other types of economic loss; or for claims of Buyer’s customers or any third party for any such damages. Warm Brothers Inc.’s total liability arising in connection with the Goods shall be limited to the value of the product provided to the Buyer.

EXCLUSIONS TO WARRANTY

1. Any product that has been removed and reinstalled is excluded from warranty coverage. Radiant Panels provided by Warm Brothers Inc. are construction board products, and many aspects of their storage, transport and installation are beyond the control of Warm Brothers Inc.
2. Lack of Buyer’s inspection of product at time of delivery, or lack of notification within 7 days to Warm Brothers Inc. of any defect or damage, excludes Goods from warranty coverage.
3. Improper storage
4. Jobsite damage caused by others
5. Installation for any use other than the Goods’ intended use
6. Installation in violation of guidelines in the Installation Manual

JURISDICTION, FORUM AND DISPUTES

Buyer acknowledges that any claims brought against Supplier for breach of warranty, or for any other reason, shall be governed and construed by the laws of the State of Washington without resort to any conflict of laws principles. For any disputes arising from Warm Brothers Inc.’s Limited Warranty, or any other dispute, the parties agree to the exclusive jurisdiction of federal and state courts located in King County, Washington. Each party hereby waives any right it might otherwise have, but for this provision, to file a motion to dismiss or transfer jurisdiction from such courts based on lack of personal convenience or forum non conveniens. Any dispute, controversy, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be one (1). The seat of arbitration shall be Seattle, Washington, USA. The language of the arbitration shall be English. Without prejudice to the clause above, the Supplier, at its sole discretion, reserves the right to sue the Buyer at the general place of jurisdiction for the Buyer.

COMPLETE AGREEMENT

All of the above policies and practices are specifically incorporated as conditions of sale from Supplier to Buyer. By purchasing on this website, the Buyer specifically acknowledges and accepts these conditions of sale.