Masonite Terms & Conditions of Sale

1. TERMS AND CONDITIONS

These terms and conditions of sale govern the purchase of goods (“Goods) from Masonite Corporation, (“Company”) by the customer (“Customer”). No additional terms or conditions included in any other proposal, hyperlink, quote, or other document purporting to govern this transaction shall be binding on Company unless expressly incorporated into this PO in a valid and binding agreement executed by Company.

2. PRICE

2.1 The price of the Goods shall be stated in the Company’s order confirmation (“Order Confirmation”).

2.2 The Company reserves the right to increase the price of the Goods to reflect any increase in the costs to the Company which may be due to: (i) any factor beyond Company’s control, including but not limited to increases in the cost of raw materials or shipping cost; (ii) any request by the Customer to change the delivery location(s), quantities or types of Goods ordered or the Goods Specification; or (iii) any delay caused by Customer’s instructions or failure to give the Company adequate or accurate information/instructions regarding  the Goods.

2.3 All prices are quoted as delivered to the job site or as stated in the Order Confirmation.

2.4 All prices are exclusive of any applicable tax and other charges as shipping and freight, duties, customs, tariffs, and other government-imposed surcharges incurred in shipping Goods to the FCA Point, which the Customer is liable to pay to the Company. 

3. TERMS OF PAYMENT

3.1 Unless otherwise agreed in writing between the parties, payments are due thirty (30) days after the date of invoice.

3.2 Payments shall be made via ACH.  Customers cannot deduct, withhold or setoff any amounts.

3.3 No disputes arising under the PO, nor delays beyond the reasonable control of the Company shall interfere with prompt payment in full by the Customer.

4. QUOTATIONS AND ORDERS

4.1 Company’s quotations shall not constitute an offer and shall be valid for twenty-four (24) hours from date of issue and may be withdrawn by the Company within such period at any time.

4.2 Company may accept or reject Customer’s orders (“Orders”) at its sole discretion. If, after acceptance of a PO, Company determines that quantities ordered exceed the maximum production amounts or the Goods subject to such PO are otherwise in short supply, Company reserves the right to allocate, defer, delay, reduce or cancel the shipment of such Goods.

4.3 No Order shall be accepted until the Company issues an Order Confirmation. This shall constitute acceptance by the Customer of the price reflected in the Order Confirmation.

5. CHANGES

Orders cannot be cancelled or changed once production of the Goods has started. Customer may reorder Goods with new configurations. Company will not be liable for any alleged deviations or different expectations related to the specifications chosen by Customer. Customer is solely responsible to conduct due diligence or sampling, including related to the color code, prior to placing the Order with the particular configurations. 

6. DELIVERY

6.1 Each delivery of Goods will be accompanied by a delivery note which shows the type and quantity of the Goods, special storage instructions, if any. The Company shall make commercially reasonable efforts to deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) insofar as consistent with Company’s then-current lead time schedule, shipping schedule, and access to supplies on acceptable terms. Company reserves the right to select all details related to transportation of the order to the FCA Point, including, without limitation, the carrier, the means of transportation and routing. Customer will pay for all additional storage and/or transportation charges if Goods are held by Company at Customer’s request pending instruction or rescheduled delivery as well as any shipping or freight charges after Goods are delivered by Company to the FCA Point.  Without prejudice to Condition 6.5 below, any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence.

6.2 The Company shall be under no obligation to postpone deliveries. When delivery is postponed, otherwise than due to default by the Company, the Customer shall pay all costs and expenses, including an additional charge of fifteen percent (15%) of the total value of the Order, for transportation and/or storage or restocking occasioned thereby.

6.3 Packaging supplied by the Company is intended to be only sufficient to protect the Goods for all normal conditions of transit and for the normal period of transit only.

6.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. The Customer must sign for and inspect all Goods on delivery unless Customer notifies Company in writing that it may leave the Goods at the Delivery Location unattended and unsigned. Company shall have no liability to the Customer for any loss or damage to such Goods and/or any costs, damages, losses or claims arising out of or in connection with its Customer’s election not to sign for the Goods, or if Company is unable to deliver because of lack of access or weather conditions.

6.5 If the Company fails to deliver the Goods, its liability shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event (as defined in Section 12.2 below), or the Customer’s failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

6.6 If the Customer fails to take delivery of the Goods during the delivery window, the Company may resell or otherwise dispose of part or all of the Goods, and Customer waives any claim to the payment already made.

7. RISK AND TITLE

7.1 Risk shall pass to the Customer as follows: (i) if the Company delivers the Goods by its own transport, at the time when the Goods or a relevant part thereof are unloaded at the Delivery Location, or if the Customer wrongfully fails to take delivery, at the time the Company tendered delivery of the Goods; or (ii) in all other circumstances at the time when the Goods or a consignment or other part thereof leaves the premises of the Company whether or not the Company arranges transport.

7.2 Title in the Goods or any part thereof shall pass to the Customer only after Customer has paid in full all amounts due (including interest, taxes or other fees from previous orders).

7.3 Until title has passed to the Customer, Customer shall: (i) hold the Goods on a fiduciary basis as the Company’s bailee; (ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; (iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery; (v) notify the Company immediately if it becomes subject to any of the events listed in Section 14.1(d); and give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 14.1 (d) or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7 .5 In the event of a sale of the Goods by the Customer to a third party, the Customer hereby assigns to the Company its rights to recover the sales price from the third party. This assignment will not absolve Customer from its liability to Company.

7.6 To secure the payment and any other amounts due to Company under the terms of this PO, Customer hereby grants to Company (as Secured Party) a purchase money security interest (“PMSI”) in the Goods and the proceeds thereof until Customer fully pays for the Goods at which time Company agrees to immediately remove any security interest including any UCC-1 filing. Customer hereby gives Company the authorization to sign and file a financing statement (UCC-I Form) securing the interest of Company to the goods. To enforce Company’s security interest, Company shall have all of the rights and remedies available to a secured party under the Uniform Commercial Code and other applicable laws, including but not limited to the following rights: to enter premises where the Goods may be and take possession of same; to require Customer to assemble the Goods and make the same available at a place designated by Company to allow Company to take possession or dispose of the Goods; to retain the Goods in satisfaction of the obligations of Customer. Customer acknowledges that this is a commercial transaction arising out of the sales of goods for business purposes, and, upon Customer’s failure to pay, Company may seek an immediate writ of possession from a court of appropriate jurisdiction without prior notice or hearing. Customer hereby waives any and all rights which Customer may have to notice or hearing prior to seizure of the Goods following default in payment when due. Customer will pay all of Company’s fees and costs incurred pursuing payment including, without limitation, all lien costs, court costs and attorney’s or collection fees. 

8. CARRIAGE

8.1 Unless otherwise specified by the Company in writing or if the Goods are redelivered, in which case the Customer would pay for shipping and 15% additional charges of the total Order amount, prices quoted include delivery to the address specified on the Purchase Order Acknowledgement and the Company will select the mode of transport at its sole discretion.

8.2 Customer is not permitted to collect the Goods from the Company’s premises.

9. INSPECTION

9.1 Upon delivery of the Goods, Customer shall examine the shipment to determine whether any Goods are missing, defective or damaged (“Losses”). Company shall have no responsibility or any liability for Losses, and Customer shall be deemed to have accepted the shipment, unless Customer notifies the Company within seventy-two (72) hours of receipt of shipment of the existence of such Losses.

9.2 If shortages notified to the Company in accordance with Condition 9.1 above are found to be valid and not resulting from damage, pilferage, negligence or any other such cause that occurred after the Goods had been received by Customer (or its agent) at the Shipping Point, the Company shall, at its sole discretion, supply the missing Goods or refund that part of the price for the Losses.

9.3 If Customer elects that the Goods be delivered without signature required, Company shall not be liable for Losses.

10. WARRANTIES

10.1 CUSTOMER TAKES THE GOODS “AS-IS”. EXCEPT THOSE WARRANTIES RELATED TO THE GOODS THAT ARE POSTED ON COMPANY’S WEBSITE, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESSED, OR IMPLIED, AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

10.2 For warranty claims described on the Company’s website, Customer must notify Company in writing within 72 hours from the time of delivery of the Goods. Company may inspect the Goods, and Customer shall take all steps necessary to enable the Company to do so.

10.3 If the Goods are under warranty, Company shall be entitled at the Company’s sole discretion to: (i) repair or replace the Goods (or the part in question) free of charge; or (ii) refund to Customer the price of the Goods (or a proportionate part of the price), and in each case, the Company shall have no further liability to the Customer.

11. LIMITATIONS

11.1 Company shall have no liability for any loss, damage, expense, or liability incurred by the Customer or any third party as a result of the Goods not being suitable for a particular use.

11.2 Company’s liability arising under or in connection with the PO whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to direct losses, and Company’s liability shall not exceed the price of the Goods.

11.3 The Company shall not be liable to the Customer whether in contract, tort, breach of statutory duty, or otherwise, for any loss of goodwill, lost profits, loss of business or revenue, or for any type of consequential, special, incidental, or indirect loss or damage.

11.5 The Customer recognizes that the limitations of liability contained herein are reasonable and that the prices quoted by the Company are dependent upon such limitations being incorporated in the PO.

11.7 Any suit against the Company by Customer must be brought within one (1) year of the original delivery date or the claim is waived by the Customer.

11.8 This Section 11 shall survive termination of the PO.

12. FORCE MAJEURE

12.1 If the Company is prevented (directly or indirectly) from making delivery of any Goods by reason of force majeure (as hereinafter defined) the Company shall be under no liability whatsoever to the Customer nor shall the Company be deemed to be in breach of the PO by reason of any delay in performing or failure to perform any of its obligations in relation to the Goods, and the Company shall have the right to allocate such deliveries as it is able to make.

12.2 Force Majeure Events include:  fire, flood, earthquake, explosion, riot or other civil unrests, strikes, lock-outs, epidemics, pandemics, or threats of health hazards, labor disputes, freight embargoes or transportation delays, import or export regulations, or embargoes, strikes, lock-outs, or other industrial actions, or trade disputes, shortages of raw materials, labor, fuel or parts of machinery, market conditions, power failures, or breakdowns in machinery, acts of God or of the public enemy, war, invasion, hostilities (whether war is declared or not), acts or threats of terrorism or civil disturbances, national or regional emergencies, any existing or future laws, rules, regulations or acts of any government or quasi-governments (including any orders, rules, regulations or non-mandatory directives issued by any official or agency or such government) affecting Company that would delay, prohibit, or make impossible or inadvisable the Company’s performance hereunder, or any cause, whether or not similar to the events enumerated herein, beyond the Company’s reasonable control.

13. INDEMNITY

13.1 Customer shall indemnify Company on demand against any costs, charges, losses, damages, or expenses including legal fees which the Company may sustain or incur as a consequence of any failure by the Customer to promptly and properly perform its obligations under the PO or arising out of or resulting from Customer’s or its subcontractor’s conduct.

13.2 The Customer shall indemnify the Company against any damages, losses, costs, claims or expenses suffered or incurred by the Company with respect to: (i) any claim brought against the Company by any third party for any loss, injury or damage wholly or partly caused by the Goods; or (ii) any loss, injury or damage suffered as a result of a failure on the part of the Customer or any third party to use, handle or deal with the Goods in a safe and proper manner and in accordance with all applicable regulations and all procedures recommended by the Company. 

14. TERMINATION

14.1 Without prejudice to its other rights and remedies, Company may terminate wholly or in part this PO or any or every other contract with the Customer, or suspend any further deliveries under the PO or any or every other such contract, in any of the following events:

(a) if any debt due and payable by Customer to the Company is unpaid;

(b) if Customer has failed to take delivery of any Goods under the PO, or any other purchase order;

(c) if Customer commits a material breach of its obligations under the PO or  fails to remedy any  breach within fourteen (14) business days after receipt of notice in writing of the breach;

(d) if Customer (i) suspends, or threatens to suspend, payment of its debts or is unable or is deemed unable to pay its debts as they fall due or admits inability to pay its debts; (ii) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Customer; (iv) Customer becomes subject to a bankruptcy petition or order; (v) a creditor of Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (vi) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over Customer; (vii) a floating charge holder over the assets of Customer has become entitled to appoint or has appointed an administrative receiver; (viii) a person becomes entitled to appoint a receiver over the assets of Customer or a receiver is appointed over the assets of Customer; (ix) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Section  14.1(d); (x) Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or (xi); (xi) Company reasonably believes that any of the events mentioned above is about to occur in relation to Customer and notifies Customer accordingly.

14.2 In addition to any right of lien that Company may have, Company shall in any of the events described in Condition 14.1(d) above have a general lien over all Goods sold and delivered by Company to Customer under the PO or any other PO.

14.3 Any implied right to sell the Goods in the ordinary course of business shall terminate on the occurrence of any of the events listed in condition 14.1(d).

14.4 On termination of the PO for any reason: (i) Customer shall immediately pay to Company all of Company’s outstanding unpaid invoices and interest; (ii) Customer shall return all Company materials which have not been fully paid for. If Customer fails to do so, Company may enter Customer’s premises and take possession of them; (iii) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages with respect to any breach of the PO which existed at or before the date of termination or expiry; and (iv) Sections of this PO which expressly or by implication have effect after termination shall continue in full force and effect.

15. CANCELLATION OR CHANGE ORDER

15.1 Customer may cancel the Order but will not be refunded for the Goods if manufacturing has begun. If Customer fails to accept delivery of the Goods, Customer forfeits the right to any refund and Company is authorized to resell the Goods.

15.2 Company, in its sole discretion, may accept or reject any change order request by the Customer.

16. CONFIDENTIAL INFORMATION

16.1 All drawings, documents, and other information supplied by the Company  are provided on the express understanding that copyright, design rights, or any other intellectual property rights are owned by the Company and that the Customer will not without the written consent of the Company either give away, loan, exhibit or sell any such drawings or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued.

16.2 Customer shall keep strictly confidential the terms of the PO and all information concerning Company’s business and affairs obtained from Company either pursuant to the PO or prior to and in contemplation of the PO, shall use the same exclusively for the purposes of the PO, and shall disclose the same only to those of its directors, employees, professional advisers and subcontractors to whom and to the extent that such disclosure is absolutely necessary for the purposes of the PO.

16.3 The obligations under this Section 16 shall survive the termination of the PO.

16.4 Customer shall procure that all its directors, employees, professional advisers and subcontractors (“Third Parties”) who have access to Company’s information to which the obligations of this Section 16 apply (“Information”) shall be made aware of and subject to those obligations. Customer will be liable for any Third Party’s breach of this Section and shall defend and indemnify Company as a result of any confidentiality breaches by such Third Parties.

17. TRADEMARKS/DESIGN RIGHTS/PATENTS

Company’s supply of Goods shall not confer any right upon Customer to use any of Company’s trademarks (except in the re-sale of Goods in the packaging supplied by Company), or any of Company’s intellectual property rights, and such intellectual property rights shall remain the absolute property of Company at all times.

18. DATA AND TECHNICAL INFORMATION

18.1 The Goods are described in Company’s advertising sales and technical literature. Such information is only for informational purposes and may not be relied upon. Customers should use their own judgment regarding the uses and attributes of the Goods.

18.2 Company may modify its designs without liability to Customer at any time (prior or subsequent to an Order) in order to comply with any applicable law or safety requirement.

19. REPLACEMENT ITEMS

19.1 If Customer requires a replacement component that is still eligible for replacement and that the Company has available for separate sale, Company may dispatch the item (subject to credit clearance or advance payment).

19.2 If Customer needs a replacement part that falls within the original order’s warranty scope and that requires manufacturing (e.g., slab) Company may deliver within its normal delivery guidelines (subject to receipt of advance payment or credit clearance).

19.3 The replacement will be identified with the original Company order reference. The Customer will receive an email once Customer places an order for the replaced component. when the issue is brought to the Company’s attention.

19.10 The timescales and other conditions in this Condition 19 are indicative only and may be amended by the Company as is reasonably necessary. 

20. PROMOTIONS

Company may run promotions including loyalty schemes, free offers, and price promotions. Separate terms and conditions may apply in relation to such promotions and Customer is advised to review these carefully.

21. GENERAL

21.1 No waiver by Company of any breach of the PO shall be considered as a waiver of any subsequent breach of the same or any other provision of this or any other purchase order.

21.2 Customer shall not assign or transfer any of its rights benefits or obligations under this PO.

21.3 The PO and any disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects in accordance with Florida Law, and Customer irrevocably submits to the non-exclusive jurisdiction of the Courts in Tampa, Florida.

21.4 Any notice required to be given hereunder shall be sent to Company at its registered office, and to Customer at the address shown on the Order or its registered office. A notice shall be deemed to have been served when delivered.

21.5. If any term or provision of this PO is held by a court of competent jurisdiction to be unenforceable, the remainder of the provisions shall remain in full force and effect.

21.6  A person who is not a party to the PO has no rights to enforce any term of the PO or other contracts with Company.

21.7  Customer will be responsible for reimbursing Company for any legal, collection or other costs, fees, and interest (including pursuing insurance claims) incurred as a result of any breach of the PO.