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STATELY TERMS AND CONDITIONS OF SALE

Rev: July 14, 2023

  1. GENERAL TERMS AND CONDITIONS OF SALE
    • These General Terms and Conditions of Sale (“T&Cs”) apply to all sales of goods or services by us. Any other oral or written agreement or statement, including any previous quotes or sales, which conflicts, contradicts, or adds terms and conditions to any sale or purchase order shall be null and void and deemed rejected by us unless and until we expressly confirm in advance our acceptance in writing.
    • We reserve the right to change these T&Cs at any time. If we do change these T&Cs, the T&Cs version that was effective as of the date of your acceptance of the T&Cs for any specific transaction will remain in effect for that transaction.
  2. OFFERS, PURCHASE ORDERS, AND ORDER CONFIRMATIONS
    • All offers made by us are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
    • All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing.
  3. PRICES AND TAXES
    • The prices for goods and services shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions, and other charges, including, but not limited to, sales, use, excise, value added, and similar taxes, levy, or charges imposed by any government authority (“Tax” or “Taxes”) on our products and services provided to you. Stately is required by law to charge and remit such Taxes in certain States, based on the delivery address of the order, unless you provide Stately with a valid tax exemption certificate. In all other States it is the Buyer’s responsibility to pay the sales tax (or use tax) directly to the appropriate State taxing authority. Even if you provide us documentation of Tax exemption, you always remain responsible for any Tax that may be later imposed by a taxing authority should it find the exemption is not applicable. Taxes are calculated at the applicable Tax rate or rates for the taxing jurisdictions where the delivery or pick up is made. Taxes are estimated at the time of a Quote or Sales Order but a final Tax calculation is not made until the sales transaction is completed.  The sale is complete when the product or services are delivered to you or picked up by you or on your behalf if we do not deliver it to you. A final tax calculation will be provided to you at the time of final invoice.
    • YOU AGREE AT YOUR SOLE COST TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM ANY DEFICIENCY (INCLUDING PENALTIES AND INTEREST) RELATING TO ANY TAXES OR OTHER GOVERNMENT LEVY, WHICH, BY LAW, ARE THE RESPONSIBILITY OF A BUYER AND TO REIMBURSE US FOR ALL, TAXES, PENALTIES, FINES, ACCOUNTING AND LEGAL FEES, INTEREST, AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH AN ASSESSMENT AND PAYMENT OF SUCH A DEFICIENCY.
  4. TERMS OF PAYMENT
    • Upon making full or partial payment, you agree to all terms and conditions and warranty provision found on our website at https://www.stately.com/warranty/.
    • All Factory Orders, including Out of Stock & Custom Products, require a Minimum 60% deposit at time of sale. Cancellation of an out of stock or custom order within one (1) business day of paying a deposit are eligible for a full refund, less an administrative fee equal to 5% of the total sale amount. Any cancellation more than one (1) business day after paying a deposit forfeits deposit and any other payments made to date. In-Stock Products – Full payment required at time of sale. Cancellations of an in-stock purchase prior to the purchased products leaving our warehouse will be refunded less a 5% restocking fee. No cancellations or refunds after the purchased products leave our warehouse.
    • Unless expressly stated otherwise in our order confirmation, you shall pay the invoice price as follows:
  • 60% deposit at time of acceptance of the order, this deposit is non-refundable once materials have been ordered or work has begun on your order,
  • 40% invoiced prior to delivery. Payment must be received before delivery of products to you.

All payments for goods shall be made in full without offset or deduction.

  • If other payment terms are approved by Stately, you must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
  • If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order, service, or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Any warranty obligations we may have will be suspended (without affecting warranty end date) until full payment is made. Further, we may charge you interest from the due date to the date of payment at the rate of 1 ½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled by law or in equity.
  • Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within thirty calendar days of the due date of payment, we may retake the goods covered by the invoice or institute our lien rights against your property. You must ensure all goods delivered to their full replacement value until title to the goods has passed to you.
  • Returned/NSF payments will incur a $40.00 NSF fee, and all obligations related to the sale remain in full force.
  1. TERMS OF DELIVERY
    • Unless expressly stated otherwise in our order confirmation, all deliveries, and dates of delivery of, goods shall be in accordance with our current delivery policy set forth in our order confirmation. The risk of loss of or damage to goods shall pass to you once we deliver your products or upon leaving our facilities if you pick up or if delivery is placed with commercial transportation for shipment to you.
    • We reserve the right to modify our delivery policy at any time, including the right to make delivery in installments.
  2. ACCEPTANCE OF GOODS

You must inspect goods delivered upon receipt as set forth in our Warranty terms and conditions. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us as set forth in our return policies.  Our warranty and return policy terms and conditions can be found at https://www.stately.com/warranty/ which is made part of your agreement with us.

  1. WARRANTY
    • EXCEPT AS OTHERWISE PROVIDED IN WRITING BY STATELY, STATELY WARRANTS ITS GOODS AND SERVICES SOLELY AS SET FORTH IN ITS PUBLISHED WARRANTY TERMS AND CONDITIONS WHICH CAN BE FOUND AT HTTPS://WWW.STATELY.COM/WARRANTY WHICH IS MADE PART OF YOUR AGREEMENT WITH US. THIS WARRANTY IS IN LIEU OF ALL OTHER STATUTORY OR CONTRACTUAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WARRANTIES MADE BY ANYONE OTHER THAN STATELY ARE NOT BINDING ON STATELY. WARRANTY DOES NOT COVER DAMAGE RESULTING FROM MISUSE, NEGLECT, NEGLIGENT HANDLING, LACK OF REASONABLE MAINTENANCE AND CARE, ACCIDENT, OR ABUSE BY ANYONE OTHER THAN US.
    • We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
  2. LIMITATION OF LIABILITY
    • Stately shall not be liable for any indirect, incidental, or consequential damages (including without limitation, lost profits, or savings), arising from or related to the sale of Product or any related installation or maintenance services, even if such damages are foreseeable or Stately had notice of such damages. If Stately breaches any of its obligations, Customer’s sole and exclusive remedy, and Stately’s entire liability, shall be the re-performance of Stately’s applicable warranty obligations set forth above with respect to the purchased Product and the re-performance of any non-conforming services with respect to any installation or maintenance services purchased by Customer. This limitation of liability will apply even if Stately’s re-performance of any obligation or any refund provided fails in its essential purpose. In no event shall the aggregate liability of Stately arising from or related to the Agreement exceed the amounts paid by Customer, howsoever arising and irrespective of the type of claim. This limitation of liability reflects a negotiated allocation of risks between the parties and is an essential part of the consideration for Stately’s performance of the Agreement.
    • We shall not be liable for any claims based on our compliance with your designs, specifications, or instructions or the installation, repair, modification, or alteration of any goods by parties other than us or use in combination with other goods.
  3. FORCE MAJEURE

Except for your payment obligations, either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, material shortages, earthquakes, floods, explosions, epidemics, pandemics, or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.

  1. MISCELLANEOUS
    • No waiver of any provision of these T&Cs shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of Stately to enforce any provision of these T&Cs shall not constitute a waiver of such provision or any other provision(s) of these T&Cs.
    • Should any provision of these T&Cs be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these T&Cs shall remain in full force and effect and shall be construed in accordance with the modified provision.
    • These T&Cs and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of the State where the products or services are delivered, in the absence there of with the laws of the State of Texas, without giving effect to any choice of law or conflict of law provisions of that state. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of the State where our facility is located, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these T&Cs.