LEGAL DISCLAIMER GENERAL TERMS AND CONDITIONS APPLICABLE TO QUOTATIONS, PURCHASE ORDERS, AND SERVICES
This quotation and the terms and conditions set forth below (this “Quotation” or “Document”) are issued by Diec Group LLC (“DIEC”), a Texas-based company, and, once accepted by the customer, entity, or individual specified in this quotation (the “Customer”), shall constitute a binding offer and purchase order for the products, materials, repairs, goods, and/or services (the “Goods”) described herein. These terms and conditions are an integral part of this Quotation and shall govern the purchase and provision of Goods by DIEC or any of its subsidiaries or affiliates to the Customer. Unless expressly agreed in writing by both parties, any Customer purchase order issued in connection with this Quotation that is inconsistent with these terms shall be superseded and governed by this Document.
1. ACCEPTANCE OF QUOTATION AND PURCHASE ORDER
This Quotation shall remain valid for thirty (30) calendar days from the date of issuance. The Customer may accept this Quotation and/or issue a corresponding Purchase Order within this timeframe. The Customer acknowledges that acceptance of this Quotation or issuance of a Purchase Order constitutes agreement to these terms as the exclusive terms governing the transaction. Any modifications must be agreed to in writing by DIEC.
2. PRICING
Upon acceptance of this Quotation and/or issuance of a Purchase Order, the Customer agrees that the prices for the Goods (the “Prices”) shall be those stated in this Quotation or, if not explicitly provided, in DIEC’s prevailing price catalogs. Prices exclude transportation, delivery costs, and applicable taxes, fees, duties, tariffs, and customs charges (collectively, “Taxes”), unless otherwise agreed in writing. The Customer shall reimburse DIEC for such costs in accordance with documented charges.
3. PAYMENT TERMS
Unless otherwise agreed in writing, all amounts due (including Prices, shipping, insurance, and Taxes) shall be payable in full within thirty (30) calendar days from the invoice date. Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate allowable under Texas law). DIEC reserves the right to withhold Goods, services, or future transactions in case of non-payment and may seek legal remedies for collection costs, including attorney’s fees and court expenses.
4. LIMITED WARRANTY
DIEC warrants that the Goods supplied under this Quotation shall be free from material defects in workmanship and materials for the warranty period specified in this Quotation. DIEC’s sole liability under this warranty is limited to, at its discretion, repair, correction, replacement, or issuance of a credit note for defective Goods. The warranty shall not apply if Goods have been misused, altered, improperly installed, or repaired by unauthorized persons.
5. INSPECTION AND CLAIMS
The Customer must inspect all Goods upon receipt. Any claims for incomplete or incorrect deliveries must be submitted in writing within five (5) business days of receipt, and claims for hidden defects must be made within fifteen (15) calendar days of discovery. Failure to notify DIEC within these timeframes constitutes acceptance of the Goods as delivered.
6. LIMITATION OF LIABILITY
DIEC shall not be liable for any incidental, consequential, special, or indirect damages, including loss of profits or increased costs, arising from any breach of this Quotation or related agreements. DIEC’s maximum liability shall not exceed the total amount paid by the Customer for the Goods subject to the claim.
7. INDEMNIFICATION
The Customer agrees to indemnify and hold DIEC harmless from any claims, liabilities, damages, or expenses (including attorney’s fees) arising from the use, operation, or installation of the Goods, except where such claims result from DIEC’s proven gross negligence or willful misconduct.
8. FORCE MAJEURE
DIEC shall not be liable for delays or non-performance due to causes beyond its control, including but not limited to natural disasters, acts of God, labor disputes, supply chain disruptions, governmental actions, or other unforeseen circumstances. Delivery timelines shall be extended accordingly.
9. MODIFICATIONS AND SUBSTITUTIONS
DIEC reserves the right to modify or substitute components of the Goods before delivery, provided such changes do not materially affect performance or increase costs to the Customer. Any other modifications must be agreed upon in writing.
10. SEVERABILITY
If any provision of this Document is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
11. GOVERNING LAW AND JURISDICTION
This Quotation and any related transactions shall be governed by the laws of the State of Texas, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts of Harris County, Texas, and both parties waive any objections to such jurisdiction.
By accepting this Quotation or issuing a Purchase Order, the Customer acknowledges and agrees to these terms and conditions.