Terms and Conditions of Sale and Use

 Effective Date: May 2019

These Terms and Conditions (hereinafter referred to as "Terms") govern all sales and use of VERSAROC fiber cement panels (hereinafter referred to as "Products") by CIS (hereinafter referred to as "Seller"). These Terms are legally binding upon the Buyer, Resellers, and Seller upon confirmation of any purchase order, receipt of Products, or commencement of installation.

1.1 Buyer’s Sole Responsibility: The Buyer assumes all liability associated with the purchase, handling, storage, transportation, installation, and use of the Products. This includes but is not limited to any damage, injury, or failure caused by improper handling, storage, or installation.

1.2 No Liability on Seller: Under no circumstances shall the Seller be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the use or misuse of the Products.

1.3 Indemnification: The Buyer and Resellers agree to indemnify, defend, and hold harmless the Seller, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of or related to the use or misuse of the Products.

2.1 Exclusive Terms: The Buyer acknowledges and agrees that these Terms constitute the sole and exclusive agreement governing the sale of the Products.

2.2 No Deviations: Any additional or conflicting terms proposed by the Buyer, Reseller, or any third party, in any form, are hereby expressly rejected and shall not bind the Seller unless explicitly agreed to in writing by the Seller’s authorized representative.

2.3 Jurisdiction and Governing Law: These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws principles. All disputes shall be subject to the exclusive jurisdiction of the courts in Delaware.

3.1 Inspection at Delivery: The Buyer is required to inspect the Products upon delivery. Any visible defects, damages, or discrepancies must be reported to the Seller in writing within 7 calendar days of receipt.

3.2 Pre-Installation Check: The Buyer must inspect each panel for any defects or inconsistencies prior to installation. Installation constitutes acceptance of the Products as-is, and the Seller will not accept any claims or liability for defects once installation has commenced.

3.3 Storage and Handling: The Buyer is responsible for ensuring that the Products are stored and handled in accordance with the guidelines provided in the Product brochure and installation instructions.

4.1 Mandatory Review of Guidelines: The Buyer is required to review all Product information, including brochures, technical specifications, and installation instructions available on the Seller’s website at https://ci-specialties.com/downloads

4.2 Failure to Comply: The Seller assumes no responsibility for any issues or damages resulting from the Buyer’s failure to review, understand, or adhere to the provided materials.

5.1 Obligation to Educate Buyers: Resellers are responsible for informing and educating their customers (the end Buyers) about their obligations under Sections 3 and 4 of these Terms.

5.2 Materials Distribution: Resellers must provide or direct Buyers to all necessary materials, including brochures, technical specifications, and installation instructions.

5.3 Indemnification by Resellers: Resellers agree to indemnify, defend, and hold harmless the Seller against any claims, damages, or losses arising from a failure to fulfill their obligations to inform and educate Buyers about these Terms.

6.1 Payment Terms: Payments must be made in accordance with the Seller’s invoice terms. Late payments are subject to interest charges at a rate of [Insert Interest Rate] per month or the maximum rate permitted by law, whichever is less.

6.2 Order Cancellation and Returns: Orders may only be canceled or returned with the Seller’s prior written consent. The Buyer may be subject to restocking fees or other charges as determined by the Seller.

6.3 Warranty Disclaimer:

• The Seller provides the Products "as is" and disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
• The Seller’s sole obligation under any warranty shall be, at its discretion, to replace defective Products or issue a credit for the purchase price of such Products.

6.4 Limitation of Liability: The Seller’s total liability shall in no event exceed the amount paid by the Buyer for the Products giving rise to the claim.

6.5 Force Majeure: The Seller shall not be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, labor disputes, supply chain interruptions, natural disasters, pandemics, or government actions.

6.6 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

6.7 Entire Agreement: These Terms constitute the entire agreement between the Seller and the Buyer and supersede any prior agreements, representations, or understandings, whether oral or written.

6.8 Amendments: The Seller reserves the right to modify these Terms at any time. The updated Terms will be made available on the Seller’s website and shall take effect upon posting.

By purchasing, reselling, and/or using the Products, the Buyer and Resellers affirm that they have read, understood, and agreed to these Terms and Conditions.