- Acceptance of Order
All orders from the buyer must be submitted either on the buyer’s Purchase Order or on the Shade Sail Systems order form and signed by the buyer. Shade Sail Systems will not be bound by any terms included on a purchase order or the buyer’s form that conflict with Shade Sail Systems’ Terms and Conditions of Sale. By placing an order, the buyer accepts Shade Sail Systems’ Terms and Conditions in full. No order, quotation, acknowledgment, or any provision within Shade Sail Systems’ Terms and Conditions may be altered, except as explicitly agreed to in writing by an authorized representative of Shade Sail Systems. Shade Sail Systems’ failure to object to terms in any Purchase Order or other buyer communications (including penalty clauses or labor charges) does not constitute a waiver of these Terms and Conditions or acceptance of any such provisions.
Shade Sail Systems shall not be liable for any special, indirect, or consequential damages resulting from this agreement with the buyer. The acceptance date of the Verified Purchase Order (VPO) is the date Shade Sail Systems emails the confirmation of acceptance to the buyer, who must acknowledge it with consent. Shade Sail Systems will officially accept the order upon sending the VPO confirmation to the customer.Orders may be canceled with written notice to Shade Sail Systems within four (4) business days of the VPO acceptance date. After this period, if the order is not canceled, the customer forfeits the deposit and may incur a 25% restocking fee on special order materials or hardware, along with any costs for specific engineering, drafting, samples, models, mock-ups, and postage if applicable. Additionally, after four (4) business days, an administrative fee of 5% of the gross sales price may be applied.
If the order is canceled within four (4) business days of the VPO acceptance date, the deposit, minus any applicable fees, will be refunded within 30 days of cancellation.
- Engineering
Shade Sail Systems does not guarantee a wind-speed rating.
- Permitting
A permit from the local city, county, or state government may be required for product installation. It is the customer’s responsibility—not Shade Sail Systems’—to obtain this permit. If Shade Sail Systems is performing the installation, the customer must provide the authorized permit(s) to Shade Sail Systems at least one week before the installation date. The customer agrees to indemnify Shade Sail Systems for any costs, fines, interest, revenue loss from work stoppages or “red tagging,” and attorney’s fees if the appropriate permit(s) are not obtained and Shade Sail Systems is cited by any local or state agency for building code violations.
- Prices
Prices will include applicable state taxes. Prices and specifications are subject to change without notice. Written quotations are valid for 30 days from the date of the quotation, unless otherwise stated. If the buyer wishes to delay the delivery date of an accepted order, Shade Sail Systems reserves the sole right to approve such a request. If Shade Sail Systems agrees in writing to the postponed delivery, the price applied to the order will be the price in effect on the new shipping date.
- Terms of Payment
Payment terms are as specified on the Shade Sail Systems invoice, regardless of any terms in the buyer’s Purchase Order, order form, or other documents. Outstanding balances as of the due date will incur a service charge of 1.5% per month (or 15% annually), or the maximum permitted by applicable law. Accounts with overdue balances may be placed on credit hold until the balance is paid. Accounts more than 60 days overdue may be sent to collections, with all associated costs, including attorney’s fees, billed to the buyer. Additionally, the account will be reclassified to require 100% prepayment, work in progress will be paused, and the warranty will be suspended.Timely payment according to these terms is essential. If the buyer defaults or experiences significant financial changes, such as bankruptcy, a change in ownership, or a credit rating downgrade, Shade Sail Systems reserves the right to cancel the Purchase Order without liability to the buyer or to delay or halt shipments until overdue payments are made and satisfactory assurances of payment are provided. For orders involving multiple shipments, failure to pay for any partial shipment entitles Shade Sail Systems to hold future deliveries until overdue payments are resolved.
- Delivery
All shipments are Freight-On-Board (FOB) from the seller’s facility, unless otherwise specified by Shade Sail Systems. The point of shipment will be noted on the Verified Purchase Order (VPO), and if not specified in the customer’s purchase order, Shade Sail Systems will determine the transportation route. Claims for lost or damaged shipments should be reported promptly to the carrier, with notations of such loss or damage made on all delivery receipts signed by the buyer. The buyer must also inspect the merchandise upon delivery, and if defects or damages are found after delivery, the carrier should be immediately notified by phone. If the carrier does not send an inspector within five (5) days, the buyer should confirm the request for inspection in writing. Failure to file a claim in a timely manner will waive any claim for defects against Shade Sail Systems.
- Shipping Delays
Unless specified otherwise by Shade Sail Systems, shipping dates provided to the buyer are approximate. Variations from the estimated shipping schedule do not entitle the buyer to any penalties or damages and do not constitute grounds for order cancellation. Shade Sail Systems is not liable for any losses or damages incurred by the buyer (or any third party) resulting from delays or non-performance of its obligations under the contract due to circumstances beyond Shade Sail Systems’ reasonable control, such as acts of God, actions or omissions by the buyer, government regulations or requests, embargoes, fires, theft, accidents, strikes, slowdowns, war, riots, transportation delays, or inability to secure necessary labor, materials, or manufacturing facilities.
- Returns
No returns will be accepted without prior written authorization from Shade Sail Systems. All returns must include a Return Merchandise Authorization (RMA) Number issued by Shade Sail Systems, and unauthorized returns will be refused. The buyer is responsible for prepaying freight on return shipments, and under no circumstances may the buyer deduct the value of returned merchandise from any payments due. An RMA number must be obtained before returning any product. All returns are subject to manufacturer approval upon receipt and inspection, and the returning party is responsible for freight costs. Special orders will incur a 25% restocking fee based on Shade Sail Systems’ sale price.
- Fit Assurance
Shade Sail Systems ensures each project is supported by a Detailed Design Consult Call with our design engineer. With over thirty years of experience, we guide the buyer or buyer’s representative through the measuring process by phone and photo review. The buyer must take and submit photos of the installation area. For complex projects, Shade Sail Systems offers an on-site field survey, starting at $280 locally and up to $2,500 nationwide, when the buyer or representative cannot or will not provide the necessary information for project design and construction. Additionally, at no extra cost, Shade Sail Systems will provide a verbal installation tutorial to a local installer during the on-site survey/verification if the end-user opts not to hire Shade Sail Systems for installation.If any curtain or screen does not fit, Shade Sail Systems will re-work or replace it free of charge, though the buyer is responsible for shipping, removal, take-down, and re-installation costs, if applicable. Curtain panels may initially be slightly oversized to account for natural shrinkage. All curtains will shrink from their original dimensions. Expansion Connection Joiners (ECJs) can be ordered separately to accommodate shrinkage before the curtains become overly taut, potentially damaging the zippers and stitching—damage that is not covered by warranty.
- Title and Risk of Loss
The risk of loss for all products transfers to the buyer at the FOB point of shipment. However, Shade Sail Systems retains a security interest in the products until full payment is received, and the buyer agrees to take any actions necessary to establish and protect this security interest for Shade Sail Systems. Should Shade Sail Systems choose to file a security interest in the products under the Uniform Commercial Code, the buyer authorizes Shade Sail Systems to file the necessary financing statement without requiring the buyer’s signature.
- Default
If the buyer defaults on payment for the products purchased under the agreed terms and conditions with Shade Sail Systems, the buyer will be responsible for all reasonable costs, expenses, and attorney’s fees incurred by Shade Sail Systems in collecting any owed amounts. Shade Sail Systems will not be obligated to make any further deliveries to the buyer in such cases.
- Applicable Law
The Terms and Conditions of Sale set forth by Shade Sail Systems shall be governed by and interpreted in accordance with the laws of the State of Maryland. The buyer consents to the exclusive jurisdiction of Maryland courts for any disputes concerning these terms and conditions.
- Substitutes
Shade Sail Systems may provide substitute materials if the original materials are unavailable due to government priorities, regulations, or supplier shortages, as long as these substitutes do not compromise the product’s technical integrity or performance.
- Errors
Typographical or clerical errors in quotations, orders, or acknowledgements are subject to correction.
- Dimensions
The dimensions and measurements in our printed materials are approximate as of the publication date and may be updated subsequently. Buyers should consult Shade Sail Systems before relying on this information. The buyer assumes full responsibility for verifying ALL dimensions on the Verified Purchase Order (VPO) before accepting it.
- Waiver
Shade Sail Systems’ choice not to enforce strict adherence to any specific covenant or condition in these Terms and Conditions of Sale does not prevent or waive its right to enforce compliance with other terms and conditions. The Terms and Conditions of Sale apply to all prices. Prices listed on price sheets or in Shade Sail Systems’ estimates cover only the cost of Shade Sail Systems components and do not include installation, travel expenses, per diems, rental equipment (if applicable), or other project-specific expenses unless specifically itemized and indicated on the Verified Purchase Order (VPO).
- Severability
The invalidity or unenforceability of any provision in these Terms and Conditions of Sale shall not affect the validity or enforceability of the remaining provisions.
- Additional Terms
It is essential to verify all measurements provided to Shade Sail Systems, as these are used to manufacture the buyer’s custom product. Please note that once the buyer’s custom order is approved, accepted, and activated with a deposit or Purchase Order, it cannot be canceled except by written notice no later than the third business day following the date of acceptance.
