750643046
 

Terms and Conditions

1. Agreement. Client and TX Shade Sails, LLC dba Texas Shade Sails (“TSS”) agree that the purchase and, if applicable, installation, of Client’s Shade Sail(s) will be governed by the following terms and conditions (this “Agreement”).

2. Client Responsibilities: (A) Payment. Client will pay the amount set forth on the Visualization Report, without offset, as follows: (a) if Client is not purchasing installation of the Shade Sail(s) from TSS, then 100% of the total payment will be due at the time the order is placed; (b) if Client is purchasing installation of the Shade Sail(s) from TSS, then 50% will be due at the time the order is placed and the remaining 50% will be due immediately upon completion of installation or immediately upon Client’s termination of this Agreement, whichever occurs first. TSS will determine when installation is complete in its sole discretion. Client acknowledges that the Shade Sail(s) may be custom manufactured for Client and that Client will pay the total amount set forth on the Visualization Report, even in the event of termination of this Agreement. Except as provided for returns below, ALL PAYMENTS ARE NON-REFUNDABLE.  (B) Permissions. Client is solely responsible for obtaining any permits, approvals or consents required under applicable laws, rules and regulations, including those required under local ordinances or HOA rules, for the installation of the Shade Sail(s).  (C) Access. Client will give TSS’ employees, agents, and contractors access to Client’s property as necessary to allow TSS to perform this Agreement. Client will also be solely responsible for keeping the property in good and safe condition and all persons at a safe distance while any work is being performed. (D) Reporting. Client will regularly inspect the Shade Sail(s) and immediately report any defects to TSS in writing. (E) Use & Maintenance. Client will only use the Shade Sail(s) in the manner directed by TSS and manufacturer, if applicable, and will be solely responsible for maintaining the Shade Sail(s) in good condition.

3. TSS Responsibilities: (A) Delivery & Installation. TSS will make commercially reasonable efforts to deliver, and if applicable to install, the Shade Sail(s) by the “Req’d Date” set forth on the Visualization Report. Client understands that the “Req’d Date” is an estimated completion date only. If installation is purchased, TSS will also use commercially reasonable efforts and precautions to install the Shade Sail(s) without causing significant damage to Client’s property. (B) Labor & Materials. If Client is purchasing installation, TSS will be responsible for supplying all labor and materials, but reserves the right do so through third parties.

4. Changes & Returns. All orders are final and cannot be changed by Client once the order is placed, unless otherwise agreed in writing by TSS. TSS may condition its agreement to any changes on any additional terms its determines are necessary or appropriate and may charge extra for any requested changes. Custom made Shade Sail(s) or Shade Sail(s) which have been installed cannot be returned. All Shade Sails are made to order and therefore all sales are final. No returns or refunds will be accepted.

5. Limited Warranty. TSS makes a limited one year warranty of any labor performed by its employees or contractors to install the Shade Sail(s). If there is any defect in such work, TSS will, in its sole discretion, repair the work, replace and install new Shade Sail(s), or accept return of the Shade Sail(s) and refund Client’s payment. All limited warranty claims hereunder must be made to TSS in writing within 12 months after installation is complete. This is not a warranty on the design or manufacture of the Shade Sail(s) material. The manufacturer of the Shade Sail(s) material may have its own warranties, including a 10 year warranty on the materials (i.e. the actual fabric). TSS is not responsible for manufacturer warranties. Please contact the manufacturer for any such inquiries.

6. Photo/Video Consent. Client agrees that TSS may take photos and videos of Client’s property to document the installation of the Shade Sails. The photos and videos may be taken by any means, including by drone. Client agrees that TSS may, without Client’s further consent, publish the photos and videos and may use them in marketing materials. Client understands and agrees that Client will not have any rights, including copyright and other intellectual property rights, in the photos and videos.

7. Indemnification. Client hereby agrees to indemnify, defend, and hold harmless TSS, as well as its managers, members, officers, employees, agents, representatives, contractors, and insurers, from all claims, damages, obligations, liabilities, causes of action, losses, costs and expenses (including attorneys’ fees), arising out of Client’s breach of this Agreement or the conduct of Client or any third party (other than employees or contractors of TSS) in installing, moving, modifying, maintaining, or in any other way using the Shade Sail(s).

8. Disclaimer. Except for the limited warranty expressly provided above, Client acknowledges and agrees that it is accepting the Shade Sail(s) “as is with all faults.” Client further acknowledges and agrees that TSS is not making and hereby expressly disclaims, to the maximum extent permitted by law, any and all representations and warranties other than the limited warranty expressly set forth above, including, without limitation, any implied warranties of merchantability or of fitness for any particular purpose.

9. Limitation of Liability. To the maximum extent permitted by law, Client agrees that total liability of tss and its owners, employees, agents, and contractors, for any and all claims arising from or relating to this Agreement and its performance is limited to the total amount actually paid by Client to TSS. tss shall not be liable for any indirect or consequential damages or lost profits. IN no event will tss be liable for personal injury or damages caused by the conduct of client or third parties not employed by tss, including but not limited to installation, repairs, changes, modifications, maintenance, or any use of the shade sail(s) by others.

10. Governing Law; Venue; Jury Trial Waiver. This Agreement is governed by Texas law (without regard to conflict of laws rules), and the courts of DALLAS County, Texas shall be the exclusive venue for any disputes arising hereunder or in connection herewith. Each party hereby irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.

11. Entire Agreement; Non-Reliance. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements, whether oral or written. NO PROVISION OF This Agreement may be amended OR WAIVED UNLESS by a written instrument signed by both parties. The parties expressly disclaim reliance on any and all negotiations, communications, representations, warranties, promises, and agreements that are not set forth in writing in these terms and conditions.