
15
BTX Tumo Installation Book (INSTDRT-08-V1)
Low-voltage Control Port
1. Contract
All offers, quotes and sales by BTX Window Automation, Inc. (BTX) are subject
to these Terms and Conditions of Sale. No other agreements have been made
or will be valid unless expressly confi rmed in writing by BTX.
2. ACCEPTANCE
BY TAKING DELIVERY OF BTX PRODUCTS, PURCHASER ASSENTS TO
THE TERMS AND CONDITIONS STATED HEREIN, UNLESS OTHERWISE
EXPRESSLY AGREED IN WRITING BY BTX. BTX HEREBY OBJECTS TO
ANY DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS WHICH
MAY BE PROPOSED OR HAVE BEEN PROPOSED BY PURCHASER
IN ANY PURCHASE ORDER FORMS OR OTHER DOCUMENTS. THE
TERMS AND CONDITIONS STATED HEREIN SHALL PREVAIL OVER ANY
DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS PROPOSED BY
PURCHASER AND SHALL APPLY TO THE SALE OR SHIPMENT OF ANY
GOODS IN RESPONSE TO PURCHASER'S ORDER.
3. Prices and Delivery
All quoted prices are valid for a period of 60 days from the date of issue,
unless otherwise agreed by BTX in writing. Prices on accepted orders remain
fi rm for a period of four months from the date of order acceptance, provided
fi nal delivery occurs within that period. If delivery is to occur more than four
months from the date of order acceptance, prices are subject to change in
accordance with any changes in the published BTX price list which occur after
the date of order acceptance. All prices quoted are FOB Dallas, excluding all
freight, packaging and taxes. All delivery dates are approximate.
4. Payment Terms
(a) Open account payment terms may be established from time to time at the
sole discretion of BTX, and are subject to credit approval in writing. Terms on
open accounts are payment in full, net 30 days from date of invoice. Payment
terms for single transactions and transactions other than on open account are
net C.O.D. or prepay unless confi rmed otherwise in writing by BTX.
(b) Amounts past due are subject to a fi nance charge of 1.5% per month to the
legal limit, and the fi nance charge will apply without further prior notice. In case
of purchaser's delinquency in payment or insolvency, BTX retains the right to
halt or interrupt all further deliveries and service to the purchaser until all past
due amounts have been paid, and to require payment in advance for orders
not yet delivered, without any liability resulting for BTX. Purchaser expressly
agrees to indemnify BTX and hold BTX harmless from all charges and liability
which might arise in any manner from purchaser's nonpayment.
5. Inspection, Acceptance and Claims
All claims by purchaser against BTX for shortages must be made in writing
to BTX within fourteen days from date of shipment from BTX's Dallas base or
they are waived. Any claims for transport damage are the responsibility of the
recipient and must therefore be fi led with the carrier by the recipient.
6. Risk of Loss
Full risk of loss, damage or destruction of the goods shall pass to purchaser
upon delivery of the goods to the carrier at the point of shipment or upon
delivery at storage, whichever applies.
7. Force Majeure
If an order cannot be completed due to causes beyond BTX's control, BTX
retains the right to either cancel the uncompleted portion of the order or
complete the order if and when this becomes possible. Purchaser shall not
have the right to withhold payment on delivered goods and/or services, nor
to unilaterally change the order or cancel same. Force majeure includes
but is not limited to strikes, lock-outs, storms, fl oods and the like, terrorism,
wars, revolutions, major equipment failures or fi re damage at production
facilities, etc.
8. Warranty
BTX extends a fi ve-year limited warranty for its Tumo™ DC systems and
controls. BTX warrants its other systems and 110/220V motors and hardware
accessories against defects in material and workmanship for a period of fi ve
years from date of shipment from BTX's Dallas base; however, pull chains
and cords for roller shades are excluded. BTX controls and electric and
electronic components carry a one-year warranty against defects in material
and workmanship from date of shipment from BTX's Dallas base. BTX does
not warrant cords and tapes for lift systems, nor customer’s own materials,
and BTX disclaims any written, oral or implied warranties for such materials.
If any item to which a warranty applies proves to be defective during the
specifi ed warranty period under normal and proper use and provided the
equipment or part has been properly stored, installed and maintained with
due regard to any directives, instructions and operating procedures provided,
BTX shall, upon presentation of proof of purchase, repair or replace the item
at the sole option of BTX, F.O.B. Dallas. Application of the warranty will be
determined by BTX technical staff after return of the item, its inspection and
any necessary investigation. This warranty does not apply in case of defects
resulting from faulty installation, misuse, misapplication, abuse, mishandling,
shipping or failure to follow instructions. This warranty does not cover any
incidental, special or consequential damages, labor on location, service calls,
reinstallation, or expenses involved in shipping, packing, and returning the
Warranty/Terms & Conditions
goods. It also does not cover damages caused by fi re, fl ood, or act of God.
BTX warrants items repaired or replaced pursuant to the above warranty, under
normal and proper use, storage, installation and maintenance, against defects
in material and workmanship for a period of 30 days from date of start-up
of such repaired or replaced item or the expiration of the original warranty,
whichever is longer. Correction of non conformities in the manner and for the
period of time specifi ed herein shall be purchaser's exclusive remedy and
shall constitute fulfi llment of all liabilities of BTX, whether in warranty, contract,
negligence, tort, or otherwise with respect to the item delivered. In no event
shall BTX be responsible for providing access to the allegedly defective item
or for disassembly or reinstallation of such item or parts.
9. DISCLAIMER
THE FOREGOING EXPRESS WARRANTIES ARE EXCLUSIVE AND IN
LIEU OF ALL OTHER WARRANTIES, WRITTEN, ORAL OR IMPLIED.
ALL OTHER WARRANTIES, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE
HEREBY DISCLAIMED.
10. LIMITED LIABILITY
BTX'S LIABILITY FOR ANY AND ALL CLAIMS, CHARGES, EXPENSES,
DAMAGES, LOSSES AND INJURIES ARISING OUT OF OR RELATING
TO ITS PERFORMANCE OR BREACH OF ANY AGREEMENT OF SALE
FOR GOODS AND/OR THE MANUFACTURE, SALE, DELIVERY, RESALE,
REPAIR OR USE OF ANY GOODS SHALL NOT EXCEED THE PURCHASE
PRICE OF SUCH GOODS, REGARDLESS WHETHER THE CLAIM IS
BASED ON CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT
LIABILITY, WILLFUL OR WANTON CONDUCT, WARRANTY (EXPRESS
OR IMPLIED), OR OTHERWISE. THIS SHALL BE PURCHASER'S SOLE
AND EXCLUSIVE REMEDY AGAINST BTX OTHER THAN THE REMEDY
PROVIDED FOR UNDER THE EXPRESS BTX WARRANTIES. IN NO EVENT
SHALL BTX BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES.
11. ARBITRATION
BTX AND PURCHASER AGREE THAT THIS TRANSACTION INVOLVES
INTERSTATE COMMERCE AND THAT AT THE OPTION OF BTX, ANY
DISPUTE RELATING TO IT IN ANY MANNER SHALL BE SUBMITTED
TO BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION
ASSOCIATION AND SHALL BE GOVERNED BY THE FEDERAL
ARBITRATION ACT OR, IF THAT STATUTE IS INAPPLICABLE, ANY
DISPUTE SHALL BE GOVERNED BY THE TEXAS ARBITRATION
ACT; HOWEVER, NO ARBITRATOR MAY AWARD PUNITIVE
DAMAGES. PURCHASER AGREES TO PAY ALL COSTS INCURRED
BY BTX, INCLUDING BUT NOT LIMITED TO COSTS OF ARBITRATION,
COLLECTION, REASONABLE ATTORNEY'S FEES, EXPENSES AND
ANY COURT COSTS.
12. Return
No goods may be returned without the express written approval of BTX
and the receipt of an BTX RGA identifi cation number. Goods approved for
return must be returned in original packaging, freight prepaid, clearly marked
with the BTX RGA identifi cation number and be accompanied by a copy of
the original invoice. Application of the warranty will be determined by BTX
technical staff after return of the item, its inspection, and any necessary
investigation. A restocking charge of 25% of invoice value will apply on all
items accepted for return.
13. Liens and Security Interest
Purchaser will not permit to be created or to remain undischarged any lien,
encumbrance or charge upon the goods supplied by BTX until BTX has
received payment in full for such goods. If any liens, encumbrances or charges
shall be fi led against BTX goods prior to payment in full, purchaser shall
discharge the liens, encumbrances or charges within ten days and reimburse
BTX for expenses incurred in defending its security interest. Title to the goods
shall remain with BTX until payment in full has been received.
14. Statute of Limitations
Any action against BTX shall be commenced within one year after the cause
of action has arisen.
15. Choice of Law and Venue
The rights and duties of the parties hereunder and the construction and effect of
these terms and conditions shall be governed by the laws of the State of Texas.
Venue shall lie in Dallas, Texas, to the exclusion of any other jurisdiction.
16. This agreement supersedes any inconsistent or additional promises made
by any employee, representative, agent or dealer of BTX.
17. If any part of this agreement is found invalid, the balance of the agreement
remains enforceable.
071508
Warranty/Terms & Conditions