These Terms and Conditions (“Terms”) govern the sale of products and provision of related services by A Priori Source, LLC (“Company”). By placing an order or engaging our services, the customer (“Customer”) agrees to be bound by these Terms. Any additional or differing terms proposed by the Customer are expressly rejected unless agreed to in writing by the Company.
Products and Services
Company provides construction materials and services, including design, engineering, logistics, installation, and project management.
Site Content and Product Descriptions
Company does not accept liability for any errors and/or omissions contained on the Site www.apriorisource.com, including but not limited to any product display page for any product listed for sale on the Site. Company reserves the right to change information, prices, specifications and descriptions for any goods, products or services displayed on the Site at any time and without notice and does not warrant that a product description or content on the Site is accurate, complete, reliable, current or error-free.
Company makes all reasonable efforts to accurately display the color, texture and detail of products on the Site. The Company however provides no guarantee that the color, texture or detail seen matches that of the subject product. Color, texture and detail variances may occur, including but not limited to as a result of the monitor utilized to view the products on the Site and the display settings and capabilities of such monitor.
Orders and Pricing
Quote. Customer can request a Quote for Products and Services from the Company. Company may provide a Quote in its sole discretion and nothing in this Agreement shall entitle Customer to a Quote or obligate Company to provide a Quote, regardless of the fact that Quotes were previously provided or Customer has previously purchased Products.
Pricing: Prices are subject to change without notice. Quotations provided by the Company are valid for 30 days unless otherwise stated. Prices do not include taxes, duties, or fees, which are the responsibility of the Customer.
Custom Orders: Orders for custom or special products are non-cancellable and non-returnable.
Purchase Order. When a Quote is accepted, the Parties shall execute a Purchase Order.
Payment Terms
Invoicing. Company shall invoice the Customer and Customer shall pay invoices as agreed to and at the times agreed to by the parties in the applicable Purchase Order. In the event that the Purchase Order is silent as to invoicing, Company shall invoice Customer before shipment is made and Customer shall pay such invoice(s) within net ten (10) days from receipt.
Late Fee. Late invoices shall incur a late fee of 6% of the outstanding amount due.
The Customer shall reimburse the Company for all costs incurred in collecting overdue payments, including legal fees.
Delivery and Risk of Loss
Delivery. Company shall ship the Products at the times indicated on the applicable Purchase Order. If no delivery times are indicated in the Purchase Order, then Company shall ship the Products as soon as commercially reasonable after receiving payment in full.
Delivery Fee. Unless explicitly stated to the contrary in the applicable Purchase Order, Customer shall be responsible for any delivery fees to ship the Products to Customer. Customer shall be invoiced for such fees.
Shipping. Risk of loss passes to the Customer upon delivery to the carrier. The Customer must inspect materials upon receipt and notify the Company of any shortages or damage within 48 hours.
Storage Fees. If the Customer is unable to take delivery on the agreed date, storage fees may apply.
Warranties
The Company warrants that materials sold will conform to the agreed specifications. Services provided will be performed in a workmanlike manner.
The Company makes no other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
Seller is a reseller of Goods only, and as such does not provide any warranty for the Goods it supplies hereunder. Notwithstanding this As-Is limitation, Seller shall pass through to Buyer any transferable manufacturer’s standard warranties with respect to Goods purchased hereunder. Except as set forth herein, no warranty or affirmation of fact or description, express or implied, is made by seller. Buyer and persons claiming through buyer (collectively, “claimant”) shall seek recourse exclusively from the relevant manufacturer(s) in connection with any defects in or failures of goods, and this shall be the exclusive recourse of claimant for defective goods, whether the claim shall sound in contract, tort, strict liability, pursuant to statute, or for negligence. Buyer shall pass these terms to subsequent buyers and users of goods. Seller excludes and disclaims all other express and implied warranties, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. Seller assumes no responsibility whatsoever for installation of goods, use, misuse, alteration or modification of goods, or seller’s interpretation of plans or specifications provided by buyer. Seller does not certify or guarantee that any goods comply with any statutes, laws, codes, ordinances or regulations.
Title
Title to Products will pass to Customer upon Company’s receipt of payment in full.
Returns and Cancellations
Returns: Returns are accepted only with prior written authorization and are subject to a restocking fee of 25%. Custom or special orders are non-returnable.
Cancellations: Orders may only be canceled with the Company’s prior written consent. Cancellation fees may apply.
Limitation of Liability
The Company’s liability for any claim arising out of or related to the sale of materials or services shall not exceed the amount paid by the Customer for the specific materials or services giving rise to the claim.
The Company shall not be liable for any indirect, incidental, or consequential damages, including but not limited to lost profits or delays.
Limitation of Liability
The Customer agrees to indemnify and hold harmless A Priori Source, LLC from any claims, damages, or liabilities arising out of or related to the Customer’s use of materials or services, including claims by third parties.
Force Majeure
The Company shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, government actions, or supply chain disruptions.
Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of Texas, without regard to its conflict of laws principles.
Any disputes shall be resolved exclusively in the courts located in Texas, and the Customer consents to the jurisdiction of such courts.
Intellectual Property
The Customer agrees to keep confidential any proprietary or confidential information disclosed by the Company, including pricing, designs, and business practices.
Confidentiality
All designs, plans, and other intellectual property provided by the Company remain the sole property of the Company and may not be reproduced or used without prior written consent.
Entire Agreement
These Terms, together with any written agreement signed by both parties, constitute the entire agreement between the Company and the Customer and supersede any prior agreements or understandings. Amendments must be in writing and signed by an authorized representative of the Company.
Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Term
The term of this Agreement will commence on the Effective Date and will continue until (a) Customer has paid all amounts due hereunder and Company has performed all of its obligations (i.e., Company has delivered all purchased Products and provided all contracted Services under all applicable Purchase Orders), or (b) the Agreement is terminated earlier by the parties in writing.
