The following general terms and conditions are part of the agreement between Buyer and Wood Tech, Inc. (“Woodtech”) for the purchase and sale of the products described and priced in the Quotation and Acknowledgment between Buyer and Woodtech, and Buyer is deemed to have accepted all of these terms and conditions.

1. Terms of Sale: Purchase of any products sold by Woodtech are subject to and expressly limited by these terms and conditions. No changes to, waiver of, or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by Woodtech. Buyer (defined as both the person who purchases products from Woodtech and the end-user on whose behalf products are ordered from Woodtech) acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer and, except for delivery and billing addresses, and quantities prices and items ordered, any conflicting or additional terms are void and have no effect, but that Buyer may place orders by use of purchase orders and other documentation for its convenience purposes only. Woodtech reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering products offered after the date of such amendment. Additional special terms and conditions of Woodtech may be applicable with respect to certain products. Woodtech will not be responsible for and no liability shall result to Woodtech for any delays in delivery or in performance which result from any circumstances beyond Woodtech’s reasonable control, including, but not limited to, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided by Woodtech or any purported deadlines contained in a quotation, pre-acknowledgment or acknowledgment or any other document are estimates only.

2. Quote. The terms and prices quoted will be firm only if accepted by customer within thirty (30) days of date of the quotation.

3. Prices and Shipping:  Buyer agrees to pay for all items at the prices and in the quantities listed in the quote, payment term is 50% deposit and 50%prior to will call or delivery, unless otherwise stated in the quotation, and past due invoices are subject to a finance charge of 1.5% per month, or the maximum rate permitted by law.  Pricing for orders in Zone 1 is F.O.B. Oakland, California.  Delivery and installation are available from Woodtech in Zone 1, at an additional cost which will be quoted by Woodtech.  Pricing for orders in Zone 2 is F.O.B. destination.  Taxes, storage, and installation costs are additional and shall be paid by Buyer.  Unless otherwise directed by Buyer, Woodtech reserves the right to ship by what in its opinion is the best way.  Partial shipments may be available, and additional charges may apply.

4. Title and Risk of Loss:  Title to goods ordered and risk of damage or loss pass from Woodtech to Buyer upon acceptance of goods and transfer of possession for Zone 1 F.O.B. Oakland orders, Wood Tech’s dock, deliver only orders, upon delivery on buyer’s dock, deliver and install orders, upon completing installation on end user site and upon delivery to buyer’s dock for Zone 2 orders. Buyer or Buyer’s agent must inspect goods at time of delivery or pick up.  Any damages from shipment must be noted and signed for on the driver’s copy of the Woodtech Packing Slip in order to file a claim.  Buyer must contact Woodtech within 48 hours after signing Packing Slip to initiate a claim.  Any claim of nonconforming goods must be made within ten (10) days after delivery. 

5. Repairs and services:  All applicable repair and services costs must be approved in advance in writing by Woodtech, otherwise WoodTech will not pay them.

6. Change Orders:  Charges for changes to any order requested by Buyer will be quoted by Woodtech and paid by Buyer. Any change to an order will be implemented only upon Woodtech’s receipt of a written change order signed by Buyer and Woodtech.  Buyer will be solely responsible and liable for all consequences which may result from such changes, including, without limitation, delays in completing delivery.

7. Delivery & Installation: Pricing does not include installation, unless it is otherwise specified. Wood Tech Inc. is not responsible for permit requirements or fines resulting from lack of permits. Work area must be free and clear to avoid up-charges. All products that do not meet elevator dimensions that must be stair carried will incur additional costs as well as any additional work that is performed which is not included in this quote. Split deliveries will require an additional freight quotation.

8. Drawings Policy: After receipt of PO, Woodtech allows one set of full shop drawings and three rounds of minor drawing revisions in its pricing. Therefore, if any significant changes occur in the design including dimensions, design details and materials, it  may require additional charges. We reserve the right to determine the effect of any additional changes and we will promptly inform those involved of any adjustments to cost and schedule.

9. Cancellation Policy:  There is a 24 hour time frame from receipt of the pre-acknowledgment to cancel free of charge. After 24 hours there is a 20% fee of net total. After shop drawings are approved and materials are ordered, the fee is 20% plus the cost of materials. Once your order is in production but not fully complete, the fee is 90% of net order total. Completed orders cannot be cancelled, it must be paid in full.

10. Limited Warranties: Subject to the provisions in Woodtech’s Terms and Conditions, Woodtech warrants to Buyer that all products sold to Buyer will conform to all applicable written specifications of Woodtech, and shall be free from substantial defects in material or workmanship for a period of time not to exceed five (5) years for veneer products and three (3) years for solid wood products from transfer of title to Buyer. Woodtech shall not be responsible for natural defects in any products provided to Buyer. Normal wear and tear or damage from Buyer usage is not warranted. For example, finishes may naturally fade or deteriorate with extended use. Normal conditions are not defects and are not covered under this warranty. In the event Buyer discovers, within the applicable warranty period, the existence of any defect which is covered by the foregoing warranty, Buyer must provide written notice to Woodtech within ten (10) days after discovery, and Woodtech shall take steps to correct or otherwise cure such defect.

Woodtech warrants that all repair or replacement parts delivered and/or installed by Woodtech in connection with its warranty obligations will be free from any substantial defect in material or workmanship for a period of ninety (90) days following delivery, and such repairs or replacements shall not renew or extend the original warranty period. All parts returned or retrieved and replaced by Woodtech become the property of Woodtech.

Any damage on glass, natural or manmade stone are not cover by Wood Tech’s Limited Warranty, once the product is accepted by client in perfect condition.

Buyer shall pay Woodtech’s separate charges, in accordance with Woodtech’s prices and terms then in effect, for all parts which (1) are required to be replaced or repaired as a result of normal or excessive wear and tear and maintenance of the product, (2) are necessary in order to make additions or modifications to the product as requested by Buyer, or (3) are necessary in order for Woodtech to make repairs or replacements not covered by warranty, including, without limitation, repairs to or replacements of product or parts damaged as a result of any accident, misuse, neglect, alteration, improper storage, installation, or maintenance, or unauthorized repair or defects caused directly or indirectly by Buyer, its agents, or contractors. Any misuse or alteration of the product shall void this Limited Warranty.

No waiver, alteration, addition or modification of the forgoing shall be valid unless made in writing and signed by an executive officer of Woodtech.

All product shall be stored, installed and maintained after installation at the temperature between 55- and 78-degree Fahrenheit, at 43% to 70% relative humidity, and shielded from direct sunlight. Failure to provide and maintain adequate temperature and humidity conditions and to protect from direct sunlight, will void any and all Woodtech Inc. warranties. If Equipment is installed in our product and generates and/ or build up heat inside our product over 78-degree Fahrenheit, this shall void this Limited Warranty.

Solid wood product indoor, reclaimed wood, salvaged wood, slabs, butcher block, rustic wood, etc. Slight cracks, warping, imperfections and color variations are inherent to each piece and are not considered defects. Wood adjusts different times of the year to the moisture content of the air. In a sense the wood breathes. Solid wood will also adjust to the moisture content of your space. A dry space may cause the wood to move or crack more than the space with proper humidity. Failure to provide and maintain adequate temperature and humidity conditions (temperature between 55- and 78-degree Fahrenheit, at 43% to 70% relative humidity) and to protect from direct sunlight shall void this Limited Warranty.

Solid wood products outdoor, slight cracks, warping, imperfections and color variations are inherent to each piece and are not considered defects. Wood adjusts at different times of the year due to the moisture and heat content in the air. Discoloration is expected due to direct sun light exposure and outdoor elements, we recommend oiling the product every 6 months on intense sun light exposure, we’ll provide the oil spec based on your product’s wood species.

WOODTECH RESERVES THE RIGHT TO DECIDE IF A REPAIR OR REPLACEMENT SHOULD TAKE PLACE

11. Disclaimer of Other Warranties:  THE FOREGOING LIMITED WARRANTIES  ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES OF QUALITY OR PERFORMANCE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. WOODTECH DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF PRODUCTS SUPPLIED PURSUANT TO ANY ORDER. WOODTECH MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY SERVICES PERFORMED BY WOODTECH OR ITS AGENTS PURSUANT TO ANY ORDER. Woodtech does not authorize any person or entity (including, without limitation, Woodtech agents and employees) to make any representations (verbal or written) contrary to the terms of this limited warranty or its exclusions. The terms of this limited warranty and its exclusions can only be effectively modified in writing by Woodtech.

12. Limitation of Liability:  WOODTECH'S SOLE AND EXCLUSIVE LIABILITY TO BUYER SHALL BE TO REPAIR OR REPLACE THE PRODUCT AND PARTS WHICH HAVE BEEN SOLD BY WOODTECH AND WHICH ARE FOUND TO BE DEFECTIVE WITHIN THE APPLICABLE WARRANTY PERIOD, AND WOODTECH RESERVES THE RIGHT TO DECIDE IF A REPAIR OR REPLACEMENT SHOULD TAKE PLACE. UPON FAILURE OF ANY SUCH REMEDY, WOODTECH IS TO REFUND THE BUYER THE PURCHASE PRICE OF THE PRODUCT WHICH IS THE BASIS OF ANY CLAIM BY BUYER OF LIABILITY AGAINST WOODTECH. IN NO EVENT SHALL WOODTECH BE LIABLE TO BUYER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER PURSUANT TO CONTRACT, IN TORT, OR BASED UPON NEGLIGENCE OR STRICT LIABILITY, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT USED BY BUYER, COSTS OF SUBSTITUTION OR REPLACEMENT OF THE PRODUCT, OR OTHER DAMAGES SUFFERED BY BUYER. NO ACTION OR PROCEEDING SHALL BE FILED OR COMMENCED BY BUYER AGAINST WOODTECH FOR ANY BREACH OF ANY ORDER OR THESE TERMS LATER THAN ONE (1) YEAR AFTER THE ACCRUAL OF ANY CAUSE OF ACTION AGAINST WOODTECH.

13. Limitation of Damages:  Woodtech’s sole and exclusive maximum liability to Buyer, and Buyer’s sole and exclusive remedy against Woodtech, whether based on contract, tort, or otherwise, shall not exceed the purchase price for the particular products which are the subject of Buyer’s claim against Woodtech.

14. Applicable Law:  These Terms are deemed to be a contract made under the laws of the State of California in the County of Alameda, and will be construed in accordance with the laws of California without regard to principles of conflicts of law. The exclusive forum and venue for the adjudication of any rights, claims or disputes arising out of or in connection with this contract shall be the Superior Court of California, County of Alameda, and Buyer waives all rights of removal to federal court. The prevailing party in any legal action shall be entitled to recover its reasonable attorney’s fees from the non-prevailing party, as determined by the court.  THE PARTIES SPECIFICALLY WAIVE THEIR RIGHT TO TRIAL BY JURY.

15. No Waiver:  Any failure of Woodtech to enforce any of these Terms will not be a waiver of such provisions, rights or remedies, or the right to enforce them.

16. Severability:  If any of the provisions of these Terms are held to be invalid or unenforceable, the remaining portions shall remain in full force and effect.