1.1 Binding Agreement. Customer's acceptance of any quotation, payment of any invoice, or acceptance of delivery of any products ("Products") constitutes Customer's unconditional acceptance of and agreement to be bound by these Terms unless an active Master Sales Agreement (“MSA”) exists already between the parties in which case the MSA will take precedence.

1.2 Battle of Forms. Any terms or conditions contained in Customer's purchase order, acknowledgment, or other document that differ from or add to these Terms are hereby objected to and rejected. Seller's acceptance of any purchase order or commencement of performance does not constitute acceptance of Customer's terms. These Terms shall control in the event of any conflict.

1.3 Order Acceptance. All orders are subject to acceptance by Seller. No order is binding upon Seller until Seller issues a written order confirmation or invoice. Seller reserves the right to accept or reject any order in whole or in part in its sole discretion.

1.4 Modification and Cancellation. Orders may not be modified or canceled by Customer without Seller's prior written consent. Seller may charge restocking, cancellation, or administrative fees for any modification or cancellation.

2.1 Products. Seller imports and distributes commercial ceiling systems and related products, including but not limited to: Lay-In Ceilings, Baffle Ceilings, Strip Ceilings, Open Cell Ceilings, Hook-On Ceilings, Combination Ceilings, Clip-In Ceilings, Exposed Tee Grid Systems, Aluminum Coil & Sheet, Honeycomb Panels, Conical Panels, A2 Fire-Resistant Panels, suspension systems, carriers, and accessories.

2.2 Seller as Distributor. Seller is a distributor and importer of Products. Seller is not the manufacturer. Products are manufactured by third-party manufacturers located outside the United States, primarily in China. Seller makes no representations regarding manufacturing processes or third-party certifications except as expressly set forth herein.

2.3 Specifications. Unless otherwise expressly stated in writing by Seller, Products are manufactured in accordance with normal commercial manufacturing tolerances. Product descriptions, specifications, dimensions, materials, thicknesses, weights, colors, finishes, perforation patterns, and other characteristics are approximate and subject to normal manufacturing tolerances, including dimensional tolerances of plus or minus 2mm and material thickness tolerances of plus or minus 0.03mm.

Variations within such tolerances shall not constitute defects, nonconformities, or grounds for rejection, return, cancellation, or warranty claims.

2.4 Samples and Promotional Materials. Samples, catalogs, photographs, technical drawings, and promotional materials are for illustrative purposes only and do not constitute warranties or guarantees.

2.5 Custom Products. Custom-sized, custom-finished, custom-colored, project-specific, and made-to-order Products (“Custom Products”) may be subject to minimum order quantities, deposits, and extended lead times.

All Custom Products are manufactured or procured specifically for Customer and may not be cancelled after Seller has accepted the order and commenced production, procurement, or fulfillment activities.

Custom Products are non-returnable and non-refundable except for verified manufacturing defects covered by Seller’s Limited Warranty.

Customer is solely responsible for reviewing and approving all dimensions, specifications, finishes, colors, quantities, and other requirements before production begins.

Delivery dates for Custom Products are estimates only and are not guaranteed.

2.6 Color, Finish, Sample, and Rendering Disclaimer. Color samples, finish samples, powder-coat samples, wood-grain finishes, photographs, renderings, catalogs, brochures, website images, mockups, digital files, and other visual representations are provided for general reference purposes only.

Variations may occur due to manufacturing processes, lighting conditions, monitor settings, material characteristics, coating applications, production batches, and other factors.

Unless Seller expressly agrees otherwise in writing, exact color matching and exact finish matching are not guaranteed. Minor variations in color, texture, gloss, sheen, grain pattern, perforation alignment, and appearance shall not constitute defects, nonconformities, or grounds for rejection, return, cancellation, or warranty claims.

2.7 Custom Products Approval. Seller may require execution of a Custom Product Specification Approval Form before commencing production.

3.1 Pricing. All prices are in U.S. dollars and are as stated on Seller's quotation, invoice, or order confirmation. Prices are exclusive of all federal, state, and local taxes, duties, tariffs, freight, insurance, packaging, and other charges unless expressly stated otherwise in writing. Prices are subject to change without notice prior to Seller's acceptance of an order.

3.2 Quotation Validity. Quotations are valid for thirty (30) days from the date of issuance unless otherwise specified. Quotations may be withdrawn or modified by Seller at any time prior to acceptance.

3.3 Payment Before Shipment. Unless Seller has extended trade credit to Customer in writing, Customer must pay 100% of the invoice amount before Seller ships any Products. Seller has no obligation to ship Products until full payment is received and cleared.

3.4 Trade Credit. Seller may, in its sole discretion, extend trade credit to Customer after Customer establishes a satisfactory payment history. Trade credit is subject to Seller's credit approval, completion of a Commercial Credit Application, and execution of a Continuing Personal Guaranty. Credit terms and limits will be specified in writing.

3.5 Payment Terms. If Seller extends trade credit, payment is due within the NET period specified on the invoice (e.g., NET 30 days) from the invoice date. Time is of the essence.

3.6 Late Charges. Overdue amounts bear interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by law, whichever is less, from the due date until paid in full.

3.7 Suspension for Nonpayment. If Customer fails to pay any invoice when due, Seller may suspend all shipments, refuse new orders, and terminate Customer's credit privileges without liability until all amounts, including interest and collection costs, are paid in full. Suspension does not waive Seller's other remedies.

3.8 Collection Costs. Customer shall reimburse Seller for all costs incurred in collecting overdue amounts, including attorneys' fees, court costs, and collection agency fees.

3.9 Payment Method. Payment shall be made by wire transfer, ACH, check, or other method acceptable to Seller. Customer is responsible for all wire transfer fees and banking charges. Remittance instructions are provided on each invoice.

3.10 Taxes. Customer shall pay all sales, use, excise, value-added, and other taxes, duties, and governmental charges (excluding taxes on Seller's net income) arising from the sale or delivery of Products. If Seller is required to pay any such taxes, Customer shall reimburse Seller immediately upon demand.

3.11 Tariffs and Governmental Charges. Seller's quotations and pricing are based upon tariffs, customs duties, governmental fees, import restrictions, trade measures, and regulatory requirements in effect on the date of quotation.

If, after issuance of a quotation but before shipment or delivery, any tariff, customs duty, import tax, governmental fee, trade restriction, antidumping duty, countervailing duty, regulatory charge, or similar governmental cost is imposed, increased, modified, or becomes applicable to the Products, Seller may adjust the purchase price to reflect such additional costs.

Customer shall be responsible for payment of all such increased costs and charges upon Seller's invoice.

4.1 FOB Shipping Point. All sales are FOB Shipping Point (Seller's warehouse in Sacramento, California, or other shipping location designated by Seller). Title to and risk of loss of Products pass to Customer upon Seller's delivery of Products to the carrier at the shipping point. Customer bears all risk of loss, theft, or damage to Products during shipment.

4.2 Freight Charges. Customer is responsible for all freight, shipping, handling, packaging, pallet, and insurance charges unless otherwise specified in writing. Freight estimates provided by Seller are approximate and not guaranteed.

4.3 Shipping Method. Seller will arrange transportation on Customer's behalf using LTL freight carriers, parcel carriers, or container delivery as Seller determines appropriate. Seller makes no warranties regarding carrier performance, delivery time, or cost.

4.4 Delivery Schedule. Seller will use commercially reasonable efforts to ship Products within five (5) business days of receipt of payment, or within the time specified in the order confirmation. Delivery dates are estimates only and are not guaranteed. Seller is not liable for delays in shipment or delivery.

4.5 Partial Shipments and Backorders. Seller reserves the right to make partial shipments and place Products on backorder if inventory is unavailable. Customer shall pay for each partial shipment. Seller is not liable for delays or failure to deliver backordered Products.

4.6 Direct Overseas Shipment. For certain transactions, Seller may arrange for Products to be shipped directly from a manufacturer, supplier, or other fulfillment location outside the United States to Customer or Customer's designated delivery location ("Direct Overseas Shipment").

The delivery terms, transfer of title, risk of loss, allocation of freight costs, customs responsibilities, duties, tariffs, taxes, drayage, insurance obligations, and other transportation-related responsibilities applicable to any Direct Overseas Shipment shall be governed exclusively by the Incoterm® rule, shipping term, or delivery term expressly identified in Seller's applicable quotation, invoice, order confirmation, or other transaction-specific document.

Unless otherwise expressly stated in the applicable transaction documents, Seller reserves the right to select commercially reasonable shipping arrangements and logistics providers.

The Parties acknowledge that Direct Overseas Shipments may be conducted using various delivery structures, including, without limitation: FOB Origin; FOB Shipping Point; FOB Destination Port; CIF (Cost, Insurance and Freight); CFR (Cost and Freight); DAP (Delivered at Place); DDP (Delivered Duty Paid); or such other Incoterm® or delivery arrangement as the Parties may agree in writing.

Customer shall carefully review the applicable quotation, invoice, and order confirmation to determine the specific delivery terms governing each Direct Overseas Shipment.

Seller shall have no responsibility for costs, delays, losses, customs issues, duties, tariffs, demurrage charges, storage charges, port charges, drayage costs, inspections, or other transportation-related matters except to the extent expressly assumed by Seller in the applicable transaction documents.

Any delivery dates associated with Direct Overseas Shipments are estimates only and are subject to manufacturing schedules, vessel availability, port congestion, customs clearance delays, governmental actions, weather conditions, transportation disruptions, and other events beyond Seller's reasonable control.

4.7 Allocation. In the event of inventory shortages, production delays, or supply chain disruptions, Seller may allocate available Products among customers in Seller's sole discretion.

4.8 Inspection and Claims. Customer shall inspect Products immediately upon receipt and notify Seller and the carrier in writing of any visible damage, shortage, or discrepancy within forty-eight (48) hours of delivery. Claims for concealed damage must be made in writing to Seller and the carrier within five (5) business days of delivery. Failure to provide timely notice constitutes acceptance of Products and waiver of all claims for damage, shortage, or non-conformity.

4.9 Unloading and Charges. Customer is responsible for unloading Products upon delivery. Customer shall pay all redelivery charges, detention fees, liftgate fees, residential delivery surcharges, and other carrier charges resulting from Customer's delay or failure to accept delivery or unload Products.

4.10 Packaging. Products are packaged in standard commercial packaging, including boxes, pallets, strapping, stretch wrap, and edge protectors. Additional packaging requested by Customer is subject to additional charges.

4.11 Freight Insurance Recommendation.

Seller strongly recommends freight insurance for orders exceeding $10,000. Customer acknowledges that failure to obtain freight insurance may leave Customer responsible for uninsured transit losses.

5.1 Warranty Period and Coverage. Seller warrants that Products will be free from defects in materials and workmanship at the time of manufacture for the following periods from the date of original purchase:

  • Ceiling Panels and Panel Carriers: Two (2) years
  • Tee Suspension Systems: Ten (10) years

This limited warranty is subject to all terms, conditions, exclusions, and limitations set forth in this Section 5.

5.2 Warranty Conditions. This warranty applies only if:

  • (a) Products are installed and maintained in accordance with Seller's written installation instructions and industry best practices.
  • (b) Alternative installations have received prior written approval from Seller.
  • (c) Products are protected from vibration, direct water contact (including condensation), chemical fumes, excessive humidity, excessive heat, and excessive dust or dirt accumulation before and after installation.
  • (d) Products are not used in exterior applications unless Seller has given prior written permission.
  • (e) Products are not exposed to temperatures outside 32°F to 95°F or humidity exceeding 65% relative humidity before, during, or after installation.

5.3 Exclusions. This warranty does NOT cover:

  • (a) Failure to follow Seller's installation instructions or industry best practices.
  • (b) Damage from accident, abuse, misuse, neglect, improper storage, or improper handling.
  • (c) Unauthorized modifications, alterations, or repairs.
  • (d) Normal wear and tear, discoloration, fading, or cosmetic damage not affecting structural integrity or function.
  • (e) Acts of God, Force Majeure events, or other causes beyond Seller's control.

5.4 Exclusive Remedy. Customer's sole and exclusive remedy for breach of this warranty is, at Seller's sole option: (i) repair of defective Products; (ii) replacement of defective Products; or (iii) issuance of a credit for defective Products. Refunds will be issued only when replacement is impractical in Seller's sole discretion.

5.5 Warranty Claim Procedure. To make a warranty claim, Customer must:

  • (a) Provide written notice to Seller within thirty (30) days of discovering the defect. No claims may be made after the warranty period expires.
  • (b) Include in the notice: (i) detailed description of the defect; (ii) photographs clearly showing the defect; and (iii) order confirmation, invoice, or other proof of purchase date.
  • (c) Provide additional information and allow Seller's personnel to inspect Products on-site if requested by Seller.
  • (d) Obtain written Return Merchandise Authorization (RMA) from Seller before returning any Products. Unauthorized returns will be refused.

5.6 Defect Determination. Seller has sole discretion to determine whether Products are defective or conform to specifications. Seller's determination is final and binding.

5.7 No Manufacturer Warranty. Seller's overseas manufacturers do not provide written warranties. This warranty is provided solely by Seller.

6.1 DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 5, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW AND THE UNIFORM COMMERCIAL CODE, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • (a) THE IMPLIED WARRANTY OF MERCHANTABILITY;
  • (b) THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND
  • (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

6.2 Testing and Certifications. Certain Products may have been tested under ASTM E84 (fire performance), ASTM C423 (noise reduction coefficient), ASTM C635 (metal suspension systems), or other industry standards. The existence of such testing or certifications does NOT create any warranty, express or implied, regarding code compliance, performance, suitability for a particular purpose, or fitness for Customer's project. Customer is solely responsible for verifying that Products meet project requirements and applicable codes.

6.3 Conspicuousness. THIS DISCLAIMER IS CONSPICUOUS, IS SET FORTH IN CAPITAL LETTERS, AND COMPLIES WITH CALIFORNIA COMMERCIAL CODE § 2316.

7.1 EXCLUSION OF CONSEQUENTIAL, INCIDENTAL, AND OTHER DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR:

  • (a) Consequential damages, incidental damages, indirect damages, special damages, punitive damages, or exemplary damages;
  • (b) Lost profits, lost revenue, or loss of business opportunities;
  • (c) Business interruption or loss of use;
  • (d) Delay damages or liquidated damages;
  • (e) Labor costs, removal costs, or reinstallation costs;
  • (f) Damage to other property;
  • (g) Third-party claims, including claims by contractors, property owners, tenants, or end users; or
  • (h) Any other economic loss,

WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 CAP ON LIABILITY. SELLER'S TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO ANY TRANSACTION, THE PRODUCTS, OR SELLER'S PERFORMANCE OR BREACH SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO SELLER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

7.3 Essential Allocation of Risk. The limitations and exclusions in this Section 7 are essential terms reflecting the agreed allocation of risk and the basis of the bargain between the Parties. These limitations apply even if any remedy fails of its essential purpose.

8.1 No Services. Seller does not provide installation services, engineering services, architectural services, design services, or project consulting services.

8.2 Informational Materials Only. Seller may provide installation instructions, technical drawings, product data sheets, and other technical information to Customer. All such materials are provided for informational purposes only and do not constitute professional engineering, architectural, or design advice. Seller makes no representations or warranties regarding the accuracy, completeness, suitability, or applicability of such materials to any project.

8.3 Customer's Sole Responsibility. Customer is solely responsible for:

  • (a) Engaging qualified and licensed contractors, engineers, architects, and design professionals;
  • (b) Determining whether Products are suitable for Customer's intended application and project;
  • (c) Ensuring proper installation in accordance with applicable codes and industry standards;
  • (d) Verifying compliance with all building codes, fire codes, seismic codes, accessibility codes, and other regulations; and
  • (e) Obtaining all necessary permits, approvals, and inspections.

8.4 No Liability. Seller has no liability for any defect, failure, damage, or loss arising from installation, use, or application of Products, including improper installation, structural failure, code violations, or project delays.

9.1 No Building Code Guarantee. Seller does NOT guarantee that Products comply with any federal, state, or local building code, fire code, seismic code, accessibility standard, or other regulatory requirement unless expressly stated in a written document signed by an authorized officer of Seller. Customer is solely responsible for verifying code compliance for Customer's project and jurisdiction.

9.2 California Seismic Certification. Seller does not currently possess California seismic certification (California Title 24, ASCE 7, or DSA approval) for its Products. Certain Products may not be suitable for use in California or other jurisdictions requiring seismic certification. Customer must independently verify seismic compliance.

9.3 Testing and Certifications. Certain Products may have test reports or certifications for ASTM E84 (Class A fire rating), ASTM C423 (Noise Reduction Coefficient), ASTM C635 (metal suspension systems), or other standards. The existence of such testing or certifications does NOT constitute a warranty or guarantee of code compliance, performance, or suitability for Customer's application.

10.1 RMA Required. Customer may not return any Product without first obtaining a written Return Merchandise Authorization ("RMA") from Seller. All return requests are subject to Seller's then-current Return Merchandise Authorization (RMA) Policy.

10.2 Convenience Returns. Seller may, in its sole discretion, accept returns of non-defective Products for reasons unrelated to a covered warranty defect, including without limitation ordering errors, excess inventory, project cancellations, customer preference changes, or other non-warranty reasons ("Convenience Returns").

Convenience Returns may be considered only if all of the following conditions are satisfied:

  • (a) the Product is unused, uninstalled, unopened, and in its original packaging;
  • (b) the Product remains in new and resalable condition;
  • (c) the Product has not been cut, fabricated, altered, modified, painted, damaged, or otherwise changed from its original condition;
  • (d) the Product is not a Custom Product, Special Order Product, discontinued Product, clearance Product, or other Product designated by Seller as non-returnable;
  • (e) the return request is submitted within the time period specified in Seller's RMA Policy; and
  • (f) Seller approves the return in writing.

Seller reserves the right to reject any Convenience Return request and may impose restocking fees, inspection fees, return freight charges, and other reasonable costs associated with any approved Convenience Return.

10.3 Warranty Returns. Products that are the subject of a warranty claim under Section 5 ("Warranty Returns") shall be evaluated separately from Convenience Returns.

A Product shall not be disqualified from warranty review solely because the Product has been installed, incorporated into a project, or used, provided that:

  • (a) the warranty claim is submitted within the applicable warranty period;
  • (b) Customer complies with Seller's warranty claim procedures and documentation requirements;
  • (c) the Product has been stored, handled, installed, maintained, and used in accordance with Seller's written instructions and applicable industry standards;
  • (d) the Product has not been subjected to misuse, abuse, neglect, accident, unauthorized repair, improper installation, improper maintenance, abnormal operating conditions, or other excluded conditions; and
  • (e) the Product has not been materially altered, fabricated, modified, or changed in a manner that prevents Seller from reasonably evaluating the alleged defect.

Seller reserves the right to inspect any Product that is the subject of a warranty claim and may require photographs, videos, samples, supporting documentation, field inspections, testing, or return of the Product before determining whether warranty coverage applies.

10.4 Custom Products. Custom-sized Products, custom-finished Products, custom-colored Products, project-specific Products, specially fabricated Products, and made-to-order Products are non-returnable and non-refundable except for verified manufacturing defects covered by Seller's Limited Warranty.

10.5 Seller's Determination. Seller shall determine, acting reasonably and in good faith, whether a claimed defect is covered by Seller's Limited Warranty. If Seller determines that warranty coverage applies, Seller shall provide the remedies set forth in Section 5, which shall constitute Customer's exclusive remedies.

11.1 Force Majeure Events. Neither Party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including:

  • (a) War, civil unrest, terrorism, sabotage, or piracy;
  • (b) Natural disasters (earthquakes, floods, fires, hurricanes, pandemics);
  • (c) Strikes, labor disputes, or work stoppages (other than by the Party's own employees);
  • (d) Utility, telecommunications, or infrastructure failures;
  • (e) Government actions, embargoes, trade restrictions, or regulatory changes; or
  • (f) Supplier delays, shipping delays, or transportation disruptions.

11.2 Notice. The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the impact and resume performance.

12.1 California Law. These Terms are governed by the laws of the State of California, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly EXCLUDED and does not apply.

12.2 Venue and Jurisdiction. Any legal action arising out of or relating to these Terms or any transaction shall be brought exclusively in the state or federal courts located in Sacramento County, California. Customer consents to personal jurisdiction and venue in such courts.

12.3 Attorneys' Fees. In any action to enforce these Terms, the prevailing party shall recover its reasonable attorneys' fees, court costs, and expenses from the non-prevailing party.

13.1 Entire Agreement. These Terms, together with the applicable quotation, invoice, or order confirmation, constitute the entire agreement between Seller and Customer and supersede all prior negotiations, understandings, and agreements.

13.2 Amendment. These Terms may be amended only by a written document signed by an authorized representative of Seller.

13.3 Waiver. Seller's failure to enforce any provision does not waive Seller's right to enforce that or any other provision in the future.

13.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

13.5 Assignment. Customer may not assign these Terms without Seller's prior written consent. Seller may assign at any time.

13.6 Survival. Sections 5 (Limited Warranty), 6 (Disclaimer), 7 (Limitation of Liability), 9 (Building Code Disclaimer), 12 (Governing Law), and any provision that by its nature should survive termination or completion of the transaction shall survive.