Terms of Sale

These terms of sale (“Agreement”) are applicable to any and every order placed with Dacon Ventures, LLC. (Seller), for Dacon Deck Drains.

    1. Scope of Agreement. Seller, upon acceptance of an Order placed by Buyer will supply Dacon Deck Drains to Buyer.  Seller’s acceptance of an Order is expressly limited to these terms and conditions, notwithstanding any contrary provision contained in Buyer’s purchase orders or other documents.
    2. Price and Terms. The price payable by Buyer for Dacon Deck Drains and services supplied by Seller under this Agreement is payable in full upon placement of the order, unless otherwise expressly stated in an Order.  Shipping will be withheld until full payment is received. All pricing excludes shipping and taxes. Unless otherwise specified in the Order, Dacon Deck Drains will be delivered UPS Ground to Buyer, with freight and handling added to invoice.
    3. Delivery.  Material delivered and accepted by Buyer becomes Buyer’s responsibility.
    4. Indemnification. Buyer shall indemnify, defend and hold harmless Seller, its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses, including attorney fees, arising from any third-party claim based on Buyer’s (or its agent’s) breach of any representation, warranty, covenant, agreement, or obligation under the Order or this Agreement, or Buyer’s (or its agent’s) grossly negligent and/or willful acts in carrying out its obligations under the Order or the Agreement.
    5. Breach. Upon material breach of any term of the Order or the Agreement, the non-breaching party shall have the right to terminate the Order immediately upon written notice to the other party. Failure to properly demand compliance or performance of any term shall not constitute a waiver of Seller’s rights hereunder. Prior to the assertion of any claim for non-conformance or breach, Buyer shall provide Seller with reasonable notice of any alleged deficiencies in the Dacon Deck Drain or performance and afford Seller a reasonable opportunity to cure same.
    6. Warranty. Seller warrants that the Dacon Deck Drain conforms to all material specifications as stated.
    7. Limitation of Liability. This warranty is expressly in lieu of any other express of implied warranties, including any implied warranty of merchantability or fitness for any particular purpose, and of any other obligation on the part of the Seller. Seller’s sole liability and Buyer’s exclusive remedy is expressly limited to replacement of defective items.  Seller shall in no event be liable for special, incidental or consequential damages, whether on theories of negligence, breach of contract, breach of warranty, misrepresentation or any other legal theory.
    8. Assignment. Except as maybe otherwise provided, the Order and this Agreement shall be binding upon the parties’ successors and assigns.
    9. Governing Law. The Order and this Agreement shall be governed by the laws of the State of Florida, without reference to conflict of law principles. Any legal action arising out of or relating to the Order or this Agreement shall be commenced in state court in Orange County, Florida, and each party hereto submits to the exclusive jurisdiction over and venue in such court. THE PARTIES EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL and agree that the prevailing party shall be entitled to recover its expenses, including reasonable attorney’s fees.
    10. Force Majeure. Neither party shall be liable for failure to perform or delay in performance to the extent that any such failure arises from natural disasters, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
    11. Survival. All sections herein relating to payment, ownership, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the Term shall survive the termination of the Order and this Agreement.
    12. Entire Agreement. The Order, this Agreement and the operative provisions of any quotation issued by Seller and any purchase order issued by Buyer, as accepted by Seller, sets forth the entire agreement and understanding among the parties as to the subject matter hereof. In the event of any ambiguity or conflict between any of the terms and conditions contained in this Agreement and the terms and conditions contained in an Order, the terms and conditions of this Agreement shall control.