These Terms & Conditions (“Terms”) govern all quotes, orders, sales, and deliveries by Steelsen Windows & Doors (the “Seller”), a Meridian, Idaho company, to any purchaser (“Buyer”). By requesting a quote, placing an order, or accepting delivery, Buyer accepts and agrees to be bound by these Terms.

Important: Any terms proposed by Buyer (e.g. in a purchase order or subcontract) that conflict with these Terms are rejected unless expressly accepted in writing by Seller.

A. Definitions & General Provisions

1. Definitions.
   Seller: Steelsen Windows & Doors.
   Buyer: The individual or entity placing the order.
   Product(s): Windows, doors, and related goods, including hardware, glass, frames, and accessories, manufactured or supplied by Seller.
   Order: A purchase request by Buyer confirmed in writing, including approved drawings/specifications.
   Lead Time: The estimated time between order approval and production completion or delivery.
   Delivery: The movement of Products to Buyer’s jobsite or other designated location.
   Risk of Loss: The point at which Buyer bears risk for loss or damage.

2. Scope / Entire Agreement.
   These Terms, together with the quote, order confirmation, and any approved shop drawings, constitute the entire agreement and supersede all prior communications and agreements (oral or written).
   No modification or waiver of any provision is effective unless in writing and signed by both parties.

3. Severability / Interpretation.
   If any provision of these Terms is found invalid or unenforceable under applicable law, the remainder shall continue in full force and effect.
   Headings are for convenience only and do not affect interpretation.

4. Assignment & Delegation.
   Buyer may not assign or transfer rights under an Order without Seller’s prior written consent.
   Seller may subcontract work or delegate performance, provided it remains responsible for performance under these Terms.

5. Notice.
   Notices under these Terms must be in writing and delivered via email (to addresses designated in quote or order) or by certified mail to the parties’ addresses on file.

B. Quotes & Pricing

1. Validity.
   All quotes are valid for 30 days from issuance, unless otherwise noted. After expiration, Seller may revise pricing or lead time.

2. Exclusions & Adjustments.
   Quoted prices exclude taxes, duties, freight/shipping, import costs, and installation, unless expressly included.
   Changes in materials, specifications, or scope requested by Buyer after quote approval may lead to price and lead time adjustments, documented via formal change order.

3. Errors / Omissions.
   Clerical or typographical errors in quotes or documents are subject to correction by Seller.

C. Orders & Order Confirmation

1. Order Submission.
   Buyer must submit Orders in writing via Seller’s official order form or via approved email, referencing the quote, drawings, and specifications.

2. Order Contents.
   Orders must include: signed approval of shop drawings/specifications, product sizes, frame colors/finishes, glazing type, hardware selections, and precise delivery (jobsite) address.

3. Acceptance & Confirmation.
   Buyer’s Order is not binding until Seller issues a written order confirmation.
   Seller reserves the right to reject or delay any Order for any reason (e.g. material unavailability, credit issues).

D. Deposits & Payments

1. Deposit.
   A deposit of 50% of the Order price is required before releasing the Order for production, unless otherwise agreed in writing.

2. Final Payment.
   The remaining balance is due prior to shipment or delivery, unless Buyer has been extended trade credit in writing.

3. Late Payments.
   Overdue amounts bear interest at 1.5% per month (18% per annum), or the maximum permitted by Idaho law, whichever is lower.
   Buyer is responsible for all collection costs, including reasonable attorney’s fees and court costs.

4. Credit Terms / Suspension.
   If Buyer is granted credit, Seller may suspend shipments or cancel Orders if Buyer defaults on any invoice.

E. Lead Times, Scheduling & Delays

1. Commencement.
   Lead time begins only after receipt of the signed shop drawings/approvals and the deposit.

2. Estimates Only.
   Lead times are estimates, not guarantees.
   Seller is not liable for delays caused by supplier shortages, transportation issues, labor problems, weather, acts of God, or other events beyond Seller’s control.

3. Force Majeure.
   Seller’s obligations are suspended during events beyond its control (e.g. fire, flood, strike, embargo, supply chain disruptions).
   Seller will notify Buyer of delays and resume performance when possible.

F. Delivery, Title & Risk of Loss

1. Delivery / Shipping.
   Unless otherwise agreed, Seller arranges for delivery to Buyer and Buyer pays freight charges.
   Partial shipments are permitted; each shipment may be separately invoiced.

2. Title Retention / Security Interest.
   Seller retains title to Products until full payment is received. Buyer grants Seller a purchase money security interest under Idaho law in all Products until paid in full.

3. Risk of Loss.
   Risk transfers to Buyer upon physical delivery to Buyer’s designated location (or when carrier takes possession).
   Buyer must inspect upon receipt and notify Seller in writing of damage, loss, or shortage within 48 hours.

4. Inspection & Acceptance.
   Products are deemed accepted unless Buyer provides written notice of nonconformance within 5 business days after delivery.
   For nonconforming items, Buyer’s sole remedy is replacement or credit at Seller’s discretion.

G. LIMITED WARRANTY AND DISCLAIMERS

1. LIMITED WARRANTY.
   SELLER WARRANTS THAT ITS PRODUCTS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF TEN (10) YEARS FROM THE DATE OF DELIVERY, EXCEPT AS OTHERWISE STATED IN WRITING BY SELLER. THIS IS A “LIMITED WARRANTY” AS DEFINED BY FEDERAL LAW.

2. EXCLUSIONS.
   THIS LIMITED WARRANTY DOES NOT COVER, AND SELLER IS NOT RESPONSIBLE FOR:
   IMPROPER INSTALLATION, HANDLING, OR STORAGE BY BUYER OR THIRD PARTIES;
   ALTERATION, MODIFICATION, ABUSE, MISUSE, OR NEGLECT;
   NORMAL WEAR, DISCOLORATION, WEATHERING, OR VARIATION IN FINISH;
   DAMAGE CAUSED BY JOBSITE CONDITIONS, STRUCTURAL MOVEMENT, OR LACK OF MAINTENANCE;
   DAMAGE RESULTING FROM REPAIRS OR PARTS NOT AUTHORIZED BY SELLER.

3. WARRANTY CLAIMS.
   BUYER MUST SUBMIT CLAIMS IN WRITING WITHIN THE WARRANTY PERIOD AND PROVIDE PROOF OF PURCHASE.
   SELLER RESERVES THE RIGHT TO INSPECT PRODUCTS OR REQUIRE RETURN FOR EVALUATION.
   IF A DEFECT IS VERIFIED, SELLER’S SOLE OBLIGATION IS, AT ITS OPTION, TO REPAIR, REPLACE, OR ISSUE A CREDIT FOR THE DEFECTIVE PRODUCT. THIS REMEDY IS EXCLUSIVE.

4. DISCLAIMER OF IMPLIED WARRANTIES.
   TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO CERTAIN CONSUMER TRANSACTIONS.

5. LIMITATION OF DAMAGES.
   IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR DELAYS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S LIABILITY SHALL NOT EXCEED THE PRICE PAID FOR THE PRODUCT IN QUESTION.

6. NOTICE TO IDAHO RESIDENTIAL BUYERS.
   UNDER IDAHO LAW (I.C. § 6-2501 ET SEQ.), BEFORE INITIATING ANY LEGAL ACTION FOR ALLEGED CONSTRUCTION DEFECTS RELATING TO PRODUCTS USED IN A RESIDENTIAL PROJECT, BUYER MUST PROVIDE SELLER WITH THIRTY (30) DAYS’ WRITTEN NOTICE AND A REASONABLE OPPORTUNITY TO INSPECT AND OFFER REPAIR OR REPLACEMENT. FAILURE TO DO SO BARS ANY CLAIM.

H. Returns, Cancellations & Change Orders

1. Non-custom Products.
   Non-custom, in-stock Products may be returned only with Seller’s prior written approval, in original packaging, and subject to a 25% restocking fee.

2. Custom / Made-to-Order.
   Once production begins, Orders are non-cancellable and non-returnable.

3. Change Orders.
   All change orders must be in writing and approved by Seller.
   They may affect price, delivery, and lead times.
   No verbal changes accepted once production has started.

4. Damage or Incorrect Items.
   Buyer must report any defective, damaged, or incorrect Products within 7 days of delivery.
   After that period, Buyer is deemed to have accepted the Products.

I. Liability, Indemnities & Limitations of Damage

1. Limitation of Liability.
   Buyer’s remedies are limited to repair, replacement, or credit for the Product price.
   Seller is not liable for incidental, consequential, special, punitive, or lost profits.
   To the extent Idaho law prohibits exclusion of certain damages (e.g. in cases of gross negligence or personal injury), such exclusions do not apply.

2. Indemnification.
   Buyer shall indemnify and hold Seller harmless from liabilities, claims, losses, or costs (including attorney’s fees) arising from improper installation, misuse, alterations, building code violations, or neglect after delivery.

3. No Liquidated Damages Unless Specified.
   Unless expressly agreed, Buyer may not claim liquidated or penalty damages for delay beyond actual loss.

J. Statute of Limitations & Notice to Repair (Idaho Specific)

1. Statute of Limitations.
   Under Idaho law, actions on written contracts must be commenced within five (5) years of accrual (Idaho Code § 5-216). Justia Law+2Justia Law+2
   However, for products subject to the Idaho UCC (sale of goods), the UCC provides a 4-year limitation (Idaho Revised UCC § 28-2-725). Alfa International+2FindLaw+2
   Buyer may not bring any cause of action more than 4 years from delivery (or sooner if law mandates) unless expressly allowed.

2. Statute of Repose (Construction Defect).
   Idaho has a statute of repose for claims regarding improvements to real property: contract or tort claims related to design, construction or supervision must be initiated within 6 years after final completion. Alfa International
   Claims filed after the repose period are barred, even if the defect is latent.

3. Notice & Opportunity to Repair (Residential Construction).
   Under Idaho Code § 6-2501 et seq., for residential construction, a claimant must first provide Seller with written notice of a construction defect and allow Seller an opportunity to inspect and remedy before filing suit. Alfa International
   This pre-suit notice requirement does not apply to commercial construction.

K. Governing Law, Venue & Dispute Resolution

1. Governing Law.
   These Terms are governed by and construed under the laws of the State of Idaho, without regard to conflicts of law principles.

2. Venue & Jurisdiction.
   Any legal action shall be brought exclusively in state or federal courts located in Ada County, Idaho. Buyer consents to personal jurisdiction and venue in those courts.

3. Attorney’s Fees & Costs.
   In any legal action or proceeding, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and expenses, subject to applicable Idaho law (e.g. I.C. § 12-120).