Terms of Sale
No Warranties; Exclusion of Liability
Glen Raven Materials Solutions, LLC (“Glen Raven”) provides specific warranties for certain brands, including without limitation Sunbrella, Dickson, Coastguard, Firesist, Sunsharp, Surlast, and Tangent, and the terms of those express warranties will apply in accordance with their terms. All other products sold by Glen Raven are PROVIDED “AS-IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Glen Raven assumes no liability for the use of goods purchased from Glen Raven, including, without limitation, their use in combination with other components, assemblies or products, or their suitability or unsuitability for a particular use or a particular environment, or their compliance with any specific state, federal, or local environmental regulation. Unless specifically stated in writing, goods sold are not fire retardant and should not be exposed to intense heat or flame, nor are goods sold water resistant or waterproof unless specifically stated in writing. Glen Raven is not liable for normal manufacturing defects or for customary variations from specifications. Any goods made in part or whole of man-made fibers are sold subject to the inherent imperfections in such man-made fibers. WITHOUT LIMITING THE FOREGOING, GLEN RAVEN SHALL IN NO EVENT BE LIABLE FOR LOSS OF USE OR PROFIT, OR FOR OTHER COLLATERAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.
Orders - Acceptance, Modification and Cancellation
All orders are subject to acceptance by Glen Raven, and when so accepted shall constitute a contract. All orders are accepted subject to these Terms of Sale and, if Buyer is approved for purchasing on credit, subject to approval by Glen Raven of the Buyer's credit at the time of shipment. Glen Raven's acceptance of an order is conditioned upon the waiver by Buyer of any terms and conditions which differ from, vary from, or add to, these Terms of Sale, which shall constitute the entire agreement of the parties as to the subject matter hereof. The specifications applicable to goods sold by Glen Raven shall be Glen Raven's specifications, unless Buyer shall have furnished different specifications and Glen Raven shall have agreed in writing to such specifications. Orders may not be altered, modified, or canceled by the Buyer except with the written consent of Glen Raven. Glen Raven, at its option, may cancel all or the remaining unfilled portion of any blanket or continuing order if (a) Buyer's payments are in default; (b) Buyer breaches any material provision of Glen Raven's Terms of Sale; (c) substantial changes in materials or supplies occur; (d) causes beyond Glen Raven's control make it impossible to ensure shipment; (e) Buyer becomes insolvent or is subject to a petition in bankruptcy; (f) Glen Raven withdraws its credit approval of Buyer, or (g) Buyer has failed to request shipment of the order in the time required by Glen Raven, as set forth in the Shipping and Delivery section below.
If the Buyer orders fabric that is woven to order, the order will be considered complete if the final yardage for the order is within the following specified order tolerances: For orders up to 300 yards, the order tolerance is plus or minus 20 percent. In other words, the order will be complete if the final yardage is within 20 percent, under or over, the requested order amount. For orders between 300 and 600 yards of fabric, the order tolerance is plus or minus 15 percent, and for orders over 600 yards of fabric, the order tolerance is plus or minus 10 percent.
Trademarks
“Sunbrella”, “Glen Raven” and the Glen Raven logo, company name, service name, product names, brand names, including those listed above, and any slogans that may appear in Glen Raven materials, are trademarks or registered trademarks of Glen Raven or its affiliates and may not be copied, imitated or used, in whole or in part, without the prior written permission of Glen Raven. Use of the Sunbrella mark is subject to the terms and conditions of the Sunbrella licensing agreement, available at www.sunbrellaidentity.com.
Price and Terms
ALL PRICES ARE IN U.S DOLLARS. ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE AND THE PRICE CHARGED WILL BE THAT IN EFFECT AT THE TIME OF SHIPMENT. Buyer’s credit terms are as stated on the face of the Order Acknowledgment form. A service charge of 1-1/2% per month (18% per annum) or the maximum amount allowed by applicable law will be added to all past due invoices. Buyer is responsible for payment of all applicable sales, use or other taxes, whether local, state or federal, with respect to the goods purchased, or returning to Glen Raven the properly completed and signed sales tax exemption form.
Shipping and Delivery
Glen Raven shall not be liable for delays in production or delivery due to causes beyond its control, including but not limited to acts of God, acts of Buyer, acts of civil or military authorities, fires, strikes, floods, epidemics, quarantines, war, delays in transportation and inability due to causes beyond Glen Raven's control to obtain necessary labor, materials or manufacturing facilities. A shipping date given by Glen Raven is an estimated date. In no event shall Glen Raven be liable to the Buyer for loss of use or profit or any other collateral, incidental, punitive, special or consequential damages resulting from delays in production or delivery, whether or not due to causes beyond Glen Raven's control.
All orders must be shipped no later than thirty (30) days after the date requested by the Buyer, or the date the order is available to ship, whichever is later. If an order includes both woven to order and stock items, stock items must be shipped within thirty (30) days of the date the stock items were requested by the Buyer, or are available for shipping, and woven to order items must be shipped within thirty (30) days of the date when the woven to order style(s) were requested by the Buyer or are available for shipping, whichever is later.
Glen Raven reserves the right to ship the order or to cancel the order if the Buyer has not requested shipment within thirty days of the date that the order was requested, or is available for shipping, whichever is later.
Buyer will provide Glen Raven with the Buyer’s selected transportation agency or carrier for shipping the order. In the event of shortage or damage incurred enroute, Buyer must make its complaint to the carrier or delivering transportation agency and file a claim against such agency. All shipments are made EXW Glen Raven’s manufacturing facility, unless otherwise agreed to in writing by Glen Raven.
Returns of Goods
Glen Raven will accept returns of stock goods purchased from Glen Raven for up to 60 days from the date of invoice, subject to the following conditions:
- Buyer must obtain an authorization from Glen Raven prior to the return of any goods;
- All returns are subject to a restocking fee of 20% of the price paid for the goods returned;
- No returns will be allowed if the goods have been altered, cut or combined with any other goods;
- Goods must be returned in original packaging and be in the original condition; and
- Buyer is responsible for the cost of return shipping to Glen Raven, and for arranging the return shipment.
Glen Raven does not take title to returned items until the item arrives at a Glen Raven facility. In no event shall the Buyer be entitled to any right of set-off against Glen Raven.
Miscellaneous
If any goods or services ordered by Buyer are supplied by Glen Raven in accordance with designs or specifications of the Buyer, and such goods are not Glen Raven's standard items or supplied in accordance with Glen Raven's standard processes, Buyer shall indemnify Glen Raven from any expense, loss, damage or liability which may be incurred by Glen Raven on account of any infringement or alleged infringement of any U.S. or foreign patent rights with respect to such goods or processes. The sale of goods by Glen Raven does not convey a license, express or implied, under any patent in which Glen Raven has an interest, nor does it convey rights to any descriptive data, including Glen Raven's manufacturing drawings, processes or tooling.
THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES HEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY BETWEEN GLEN RAVEN AND BUYER ARISING FROM OR RELATING TO THIS AGREEMENT, SHALL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES.
Buyer irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of North Carolina for the resolution of any legal action arising out of this Agreement and agrees that venue for such legal action shall lie exclusively in Alamance County, North Carolina, for any state court action, or in the Middle District of North Carolina for any action instituted within the federal court system.
Any provision hereunder that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Buyer agrees that any items sold by Glen Raven are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) identified on the order or invoice. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.