This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully. By placing an order for products or services from this website, you accept and are bound by these terms and conditions. By placing an order for products or services from this website, you affirm that you are of legal age to enter into this legal agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms. You may not order or obtain products or services from this website if you (i) do not agree to these terms, (ii) are not the older of (a) at least 18 years of age or (b) legal age to form a binding contract with Commercial Door & Frame Distributors LLC, or (iii) are prohibited from accessing or using this website or any of this website's contents, products or services by applicable law.
These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through this website (the “Site”). These Terms are subject to change by Commercial Door & Frame Distributors LLC, a Tennessee limited liability company (referred to as “CDF,” “we,” “our,” or “us” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
- Order Acceptance. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
- Order Cancellation and Change Orders. You have the option to cancel or change your order at any time within 24 hours of placing the order by calling our customer service department listed on the Site, except that (a) you have no right to cancel or change CDF Xpress orders and/or other expedited orders (regardless of the recency of the order) without our written consent, and (b) you have no right to cancel or change any order, without our written consent, if any of the materials under the applicable order have already been modified. Except as set forth in the preceding sentence, you otherwise have no right to cancel or change any order without our written consent. For clarity, you have no right to cancel or change your order after 24 hours of placing the order without our written consent. If you cancel an order within 24 hours of placing such order and such order is permitted to be cancelled under this Section, we will refund the total amount of the order minus any applicable card processing fees. If you cancel an order after 24 hours of placing such order, and such cancellation is approved by us in writing, you will be charged a cancellation fee of 10% of the total price of the order plus applicable card processing fees. If you change an order within 24 hours of placing such order and such order is permitted to be changed under this Section, you will not be charged any change order fees. If you change an order after 24 hours of placing such order, and such change is approved by us in writing, you will be charged a change order fee of 10% of the total price of the materials changed plus a restocking fee of 35% of the total price of the materials being canceled under the applicable order if such materials have already been picked for loading. Any changes to an order permitted under this Section will result in the order being rescheduled.
- Prices and Payment Terms.
- All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
- Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept payments by credit card, echeck, and automated clearing house for all purchases. You represent and warrant that (a) the information you supply to us is true, correct, and complete, (b) you are duly authorized to use such payment method for the purchase, (c) charges incurred by you will be honored by your credit card company and/or bank, as applicable, and (d) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
- Shipments; Delivery; Title and Risk of Loss. We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Any additional shipping and handling charges will be your sole responsibility. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. This Section does not apply to pick-up orders described in Section 5 below.
- Pick-Up Orders. If you elect under an order to pick-up the products listed in that order, you must pick-up the products from the facility on the scheduled ready date provided in your order confirmation email. We will provide a one-week grace period for your pick-ups. If an order is not picked up within one-week after your scheduled ready date, a storage fee of $100 per business day will be charged. The storage fee will continue to accrue until the order is picked-up. Storage fees must be paid in full before the order can be picked-up. Title and risk of loss pass to you upon pick-up of the products. We reserve the right to revise the scheduled ready date at any time upon notice to you. We are not liable for any delays in the scheduled ready date.
- Inspection and Acceptance: All products shipped to you should be opened and inspected in the presence of the driver delivering the products. Any damage or defects must be indicated on the applicable bill of lading (carrier paperwork) and photos of the damaged or defective components must be emailed to our customer service department within 24 hours of receipt of the products. If you fail to note any damage or defect on the bill of lading and/or fail to report such damage or defect as described in the preceding sentence, you will be deemed to have irrevocably accepted the products. Please be sure to check for concealed damage. If a delivery driver will not allow you to fully inspect the products, you must mark the products as damaged or defective on the bill of lading to preserve your right to reject such products.
- No Returns. We do not accept returned products.
- No Warranties. Any warranties expressed or implied on the products purchased through the Site are those of the third-party manufacturer. All such warranties are subject to the terms of the applicable third-party manufacturer warranty, including any conditions to the warranty such as proper installation, maintenance, and repair. We make no warranty with respect to the products or services purchased through the Site, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
- Limitation of Liability. To the fullest extent permitted by applicable law, we will not be liable to you or any third party for any loss of use, revenue, profit, data, or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not we have been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. To the fullest extent permitted by applicable law, our aggregate liability arising out of these Terms, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, will not exceed the amounts paid by you for the products and services sold through the Site. We will not be responsible for any losses or damages sustained by you, your customers, or any other person as a result of improper installation, assembly, use, or misapplication of the products. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
- Non-Retail Buyers. If you are non-retail buyer, the following terms apply to you:
- You represent and warrant that (a) you are licensed and qualified to do business with your customers and in the jurisdictions in which you do business, (b) you will perform your obligations relating to the products in a professional and workmanlike manner consistent with the product documentation, industry standards, and applicable laws and regulations, and (c) you will not directly or indirectly disparage or misrepresent anything about us, our business, or our products or services. You will be solely responsible for any misrepresentation or additional or different warranties that you provide to customers or consumers, and any failure by you to perform your services or other obligations. We will not be responsible for any losses or damages sustained by you, your customers, or any other person as a result of improper installation, assembly, use, or misapplication of the products.
- You shall indemnify and defend us and our affiliates and their officers, directors, employees, and agents against any loss, claim, suit, liability, or expense (including, without limitation, attorney’s fees) arising out of your or your contractors’ breach of these Terms, negligence, misconduct, services (including improper installation, assembly, use, or misapplication of the products), business, or operations.
- You will maintain reasonable and customary insurance, including as required by applicable law and regulation where you do business, and provide us with proof of your insurance as we reasonably request.
- Goods Not for Export. You represent and warrant that you are not buying products or services for export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
- Force Majeure. We will not be liable or responsible to you for any failure in performing any term of this Agreement to the extent such failure is caused by acts beyond our reasonable control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, epidemics (including COVID-19), or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond our reasonable control.
- Governing Law; Jurisdiction. These Terms, and all matters arising out of these Terms, are governed by Tennessee law. As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of these Term or the subject matter of these Terms, a party may only bring such a proceeding in the federal or state courts located in or closest to Sumner County, Tennessee.
- Jury Trial Waiver. Each party hereby waives any right it may have to a jury trial in any proceeding relating to these Terms.
- Assignment. You will not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Any purported assignment or transfer in violation of this Section is void.
- Waiver. No waiver under these Terms will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.
- No Third-Party Beneficiaries. Except for the indemnified parties, these Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
- Notices.
- To You. We may provide any notice to you under these Terms by (a) sending a message to the email address you provide or (b) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
- To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to 254 W. Eastland St., Gallatin, TN 37066. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Severability. If any provision of these Terms is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.
- Entire Agreement. These Terms, together with all orders accepted by us, will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.
- Relationship. The parties intend to be independent contractors. You shall not make any statement, representation, commitment or agreement on behalf of us or assume or incur any liability on our behalf. You shall not remove, modify, or conceal any marks, warnings, or disclaimers relating to the products or related documentation.
