Effective Date: November 07, 2024
These Terms and Conditions of Sale (“Terms of Sale”), together with our Terms of Use and our Privacy Policy, govern all products (“Products”) sold, distributed, or otherwise made available for sale by Enerfina, LLC (“Enerfina ,” “we,” “us,” or “our”) through our mobile application RWW Manor Collection (“App”) or our website www.enerfinallc.com (“Site”, and the App and Site, collectively, our “Services”).
By ordering Products through our Services, you agree that you have read and understand these Terms of Sale and our Terms of Use. If you do not agree with these Terms of Sale or our Terms of Use, do not order Products through our Services.
We reserve the right to modify these Terms of Sale at any time. All changes will be effective immediately upon posting on the Services and, by accessing or using the Services after changes are posted, you agree to those changes, except that the version of these Terms of Sale that is posted on the applicable Services at the time an order is placed will continue to govern that particular order even if these Terms of Sale are later modified. Material changes will be conspicuously posted on the App and Site, or otherwise communicated to you.
Placing an Order, Order Acceptance, & Confirmation.
You may familiarize yourself with the various Products offered for sale by Enerfina by browsing the Services. You are free to browse among the various pages of the Services without being obliged to place an order or create an account.
You may submit an order to purchase Products by choosing the Product and the quantity requested in the Services. In order to complete a purchase, you will be required to create an account and provide your current first name, last name, billing address, shipping address, phone information, and email address.
Nothing on the Services constitutes an offer, but an invitation to you to make an offer to purchase Products using the Services. All orders are subject to acceptance by Enerfina. In addition, there may be certain orders that we cannot accept or must cancel. We reserve the right, in our sole discretion and without liability, to reject or cancel any order not yet shipped for any reason, including the following: limitations on quantities available for purchase; inaccuracies or errors in Product descriptions, images, or pricing information; and problems identified by credit and fraud avoidance services. We may also require verifications, approvals, or other information before considering acceptance of any order. If we cancel an order after we have received payment, we will provide you with a prompt refund.
Once we receive an order, we will send a confirmation of that order to the email address you provide during the ordering process.
Enerfina recommends that you keep a copy of any data relating to each order and a copy of these Terms of Sale, which may be modified as discussed above. The version of these Terms of Sale that is in effect at the time an order is placed is the version of these Terms of Sale that governs that order.
We encourage you to check the completeness and accuracy of all information you provide to us when ordering Products. Enerfina will not be held liable for any input errors nor for any consequences of input errors, such as delays or delivery errors. In such circumstances, all costs incurred for any reshipment of an order will be solely your responsibility.
Enerfina makes every effort to maintain the availability of its Services. However, should Enerfina experience technical difficulties with the Services, we are not responsible for orders that are not processed or accepted.
Payment and Pricing.
Prices. Enerfina will post prices for the Products on the Services. Posted prices do not include sales taxes, shipping or handling charges, shop drawings, engineering calculations, the cost to attend customer field tests, site visits, fasteners, fees, permits, sealants, installation, project specific details, specifications, or coordination, tools, equipment, receiving and unloading of finished goods, and specialized freight considerations. We will add taxes and estimated shipping and handling charges to your total purchase price at the time of checkout. The price will be itemized in your shopping cart and will be listed in your order confirmation email. We will charge you the price in effect at the time you place an order. Price increases will only apply to orders placed after such changes.
Taxes. You are responsible for paying any sales tax, excise taxes, duties, customs, inspection or testing fees, or any other tax, fee, or charge of any nature imposed by any governmental authority on or measured by any transaction between you and Enerfina. If Enerfina is required to pay any such tax, fee, or charge, you must promptly reimburse Enerfina.
Shipping and Handling. You may have the option to choose among various shipment options when you place an order for Products using the Services. We will charge you for any shipping and handling in accordance with our then-current shipping policies and in accordance with Section 3.
Payment. You must provide payment in full for orders under $10,000.00 at the time the order is placed. For orders in excess of $10,000.00, we require a downpayment of at least 50% at the time of ordering and the remaining 50% must paid prior to shipment and within thirty (30) days from the date of invoice Extensions of credit are subject to credit investigation and approval by Enerfina or its financing service provider. If credit is approved, payment terms are 100% within thirty (30) days from the date of invoice or as may otherwise be communicated to at the time the extension of credit is approved. Enerfina may in its sole judgment decline to extend credit or require such other payment terms, as Enerfina deems appropriate. All payments are to be made in U.S. dollars.
Pricing Errors. Enerfina is not responsible for pricing, clerical or other errors in any offer by us and we reserve the right to correct or cancel any order arising from such errors. Such errors do not relieve you of the obligations contained in these Terms of Sale.
Shipment and Delivery.
Shipping and Risk of Loss. We ship Products FOB Seller’s facility. Risk of loss or damage to the Products will pass to you at the time the Products are tendered for shipment. Enerfina is not liable and bears no responsibility for any delays, loss, or damage suffered in transit. Title to Products will remain with Enerfina until Enerfina receives full payment for such Products.
Special Packaging Requirements. We will charge you for any costs associated with packaging shipments to meet any applicable laws and regulations. Enerfina will include the costs at the time of invoice. Enerfina is not liable for any costs, delays, or damages caused by failure by you to notify Enerfina in writing of any packaging or shipping requirements.
Delivery Dates and Quantities. We will use good faith efforts to ship by the stated delivery dates. However, delivery dates are approximate only and not guaranteed. Enerfina reserves the right to modify shipment schedules without liability or to make delivery Product in installments. Each shipment constitutes a separate sale, and you must pay for the units shipped whether such shipment is whole or partial. Any shortages or damages must be identified and signed for by you (or your nominated carrier) at the time of delivery.
Unavailable Product. In the event a Product ordered is not available, we will use commercially reasonable efforts to inform you. You will then have the choice of either asking for a refund of the amounts paid for the applicable Product or, as the case may be, for an exchange with a Product from the Services which is equivalent in terms of features and price. In this case, Enerfina will cancel your order with respect to the unavailable Product and generate a new order in your name for the replacement Product. Should an exchange not be possible, Enerfina reserves the right to cancel the order and to refund the amounts paid for the unavailable Product. Enerfina will not be held liable in respect of any Product that is unavailable and in no event will you be entitled to damages or interest in respect of any Product unavailability.
Acceptance of Delivery. Any claims for shortages or damages suffered in transit are the responsibility of you and must be submitted by you directly to the carrier. You must inspect Products at the time of delivery. Your failure to give Enerfina notice of any claim within ten (10) days of the date of delivery of such Products will constitute an unqualified acceptance of such Products.
Delivery Failures. If for any reason you fail to accept delivery of any shipment on the date tendered, or if Enerfina is unable to deliver the Products because you have not provided appropriate instructions, documents, licenses or authorizations: (i) title and risk of loss for the Products must immediately pass to you; (ii) the Products must be deemed to have been delivered; and (iii) Enerfina, at its option, may store the Products until you pick them up. You will be liable for any additional costs and expenses incurred by Enerfina as the result of a failed delivery (including, without limitation, additional handling, storage and insurance costs).
Cost of Delivery. An estimated cost of delivery will be provided at the time of checkout. The actual cost of shipping may vary from the estimate provided at checkout. Enerfina reserves the right to adjust the estimated shipping costs to match the actual shipping costs incurred. In the event the actual cost of shipment varies from the estimated shipping cost provided at checkout, the final shipment cost will be invoiced to you between twenty-two and twenty-six (22 – 26) weeks after Enerfina’s acceptance of the order.
Order Cancellations; Returns.
Non-Cancellable. You may not cancel an order once accepted by Enerfina. Products are final sale, with no right of return unless authorized in writing by Enerfina. If you wish to ask about returning a Product, please contact our customer service department at [email protected] or 844-312-2525. Any authorization for a Product return, cancellation, or modification will be solely within Enerfina’ discretion. Enerfina reserves the right to make safety changes without your approval or authorization to address any actual or potential safety defect in any Product or changes in governmental regulations or standards. Enerfina will provide notice of any material change within a reasonable period of time.
Return Authorizations. If Enerfina, in Enerfina’s sole discretion, authorizes a return, or needs to inspect Products in the event of a warranty claim, you must first contact Enerfina to obtain written authorization to return such Products (“Return Authorization”).
Enerfina will not accept any returned Products without a Return Authorization. Return Authorizations will be granted in Enerfina’s sole discretion. You must return all Products authorized using the packaging and shipping guidelines provided by Enerfina, with freight prepaid by you. You are responsible for insurance and payment of all taxes or duties associated with the return of Products. All Products returned must be in their original condition. In the event that Enerfina accepts the return (or a portion thereof) in its sole discretion, Enerfina will reimburse or credit you for the cost of the Products at the amount you actually paid for the Products.
Changes in Product Offerings and Price
Changes to Product Offerings. We regularly update and revise our Product offerings. We may discontinue Products at any time without notice. To the extent that we provide information on Product availability, you should not rely on such information, and we will not be liable for any lack of availability of Products that you may order through our Services.
Digital Images and Representation of Products. While we strive to accurately represent product colors on our Services, please be aware that the colors you see on your screen may not precisely match the actual Product. Some variation in color should be expected. We make every effort to provide accurate and appealing Product images on our Services; some Product details may change or cannot be reasonably incorporated into the images. Please be aware that the images you see may not be an exact match for the actual Product.
Price Changes. All pricing for Products available on our Services is subject to change. For all of our prices and Products, we reserve the right to make adjustments due to changing market conditions, Product discontinuation, supplier price changes, errors in advertisements and other market conditions or extenuating circumstances.
Your Acts or Omissions.
If Enerfina is prevented or delayed from performing its obligations under this Agreement by any act or omission of you, Enerfina must not be deemed in breach of its obligations.
Recalls and Suspension of Sales.
If Enerfina recalls any Products purchased by you or suspends sales of such Products, you must assist Enerfina in any suspension of supply or recall at Enerfina’s request or at the request of any governmental entity. You must cooperate with Enerfina and any such governmental entity and comply with all such reasonable directions to ensure the most effective response to the recall or suspension. The cost and expense of such suspension or recall will be borne by (a) Enerfina, to the extent the costs and expenses are the result of Enerfina’s acts or omissions; and (b) you, to the extent the costs and expenses are the result of acts or omissions of you or anyone acting on your behalf.
Limited Warranty; Exclusive Remedy.
Limited Warranty: Enerfina provides a limited, non-transferrable warranty that the Products will be free from material defects for two (2) years from the date of shipment (“Warranty Period”). This limited warranty runs only to you and not to any other buyers or consumers of the Products. The limited warranty does not apply to any Products that have been subject to abuse, neglect, negligence (other than by Enerfina), alteration, misuse, abnormal use, unsuitable storage, handling, or transport, environmental conditions, improper installation, improper maintenance, fire, war, flood, earthquake, acts of God, or any other cause outside the control of Enerfina. Glass breakage is not covered for any reason. All decisions regarding the existence of defects in material and workmanship or otherwise affecting this limited warranty shall be made solely by Enerfina and shall be final and binding upon all parties. In no event does this limited warranty cover the cost of labor or sundry materials required to remove and/or replace any defective product. This limited warranty is void if (i) you fail to examine and inspect the Product upon receipt or (ii) you, your agents or carriers fail to store, handle, install, or maintain the Product properly.
Remedies. If the Products do not meet the limited warranty in Section 8(a), you must notify Enerfina within ten (10) days of discovery of the non-compliance. Upon confirming the non-conformance, at the sole option of Enerfina, Enerfina will either repair or replace the non-conforming Products free of charge or grant you a credit in an amount equal to the actual price paid for such Products. Enerfina reserves the right to require return of the suspected non-conforming Products and to inspect such Products to confirm the non-conformance. If requested by Enerfina, you must return the Products for which a warranty claim has been made, FOB Enerfina’s facility with freight prepaid. Warranty replacement by Enerfina will not extend or renew the Warranty Period.
WARRANTY DISCLAIMERS. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 8(a), AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ENERFINA EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, ARISING UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Exclusive Remedy. THE REMEDIES SET FORTH IN THIS SECTION 8 SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND ENERFINA’S ENTIRE LIABILITY FOR ANY BREACH OF THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION. This warranty allocates the risk between you and Enerfina and is recognized by both parties and reflected in the price of the Products.
Limitation of Liability.
EXCLUSION OF DAMAGES. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENERFINA SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST INCOME, OR LOSS OF USE, ARISING FROM (1) THE SALE, PURCHASE, USE, OR TRANSPORT OF THE PRODUCTS, (2) THE PRODUCTS BEING INCORPORATED INTO OR USED WITH ANOTHER PRODUCT, (3) FROM ANY BREACH OF THIS AGREEMENT, OR (4) FROM ANY OTHER CAUSE WHATSOEVER, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH DAMAGES IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, TORT OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF ENERFINA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIABILITY CAP ON DAMAGES. ENERFINA’S TOTAL AGGREGATE LIABILITY TO YOU AND ANY THIRD PARTY FOR ANY AND ALL DAMAGES ARISING OUT OF OR RELATED TO THE PRODUCTS OR THE SUBJECT MATTER OF THIS AGREEMENT SHALL NOT EXCEED THE PRICE PAID FOR THE APPLICABLE PRODUCT GIVING RISE TO THE CLAIM.
SAFETY. BUYER ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR THE SAFETY OF ALL PERSONS DURING THE RECEIPT, HANDLING, INSTALLATION, AND USE OF PRODUCTS.
Indemnification.
You must indemnify, defend, and hold Enerfina and its officers, directors, employees, agents successors and assigns harmless from and against any and all damages, liabilities, losses, obligations, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with: (i) your breach of these Terms of Sale; (ii) your negligent, or willful misconduct or omissions; or (iii) your or any third party’s storage, transport, or use of the Products in any manner contrary to applicable warning labels, packaging, or other documentation.
Products Are Not for Resale.
The Products sold through the Services are for your own use, and not for resale or export. You represent and warrant that all purchases are intended for final delivery to locations within the United States.
Compliance.
You must not use, transfer, export or re-export the Products to countries on which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”), each of which may change from time to time. By purchasing the Products, you represent and warrants that you are not located in, under the control of, or a national or resident of, an Embargoed Country, and that you are not, and is not under the control of, a Designated National. In addition to any other indemnification obligations, you may have to Enerfina, you must indemnify, defend, and hold Enerfina harmless from and against any and all claims, actions, liabilities, penalties, fines, and expenses of whatever kind (including without limitation reasonable attorneys’ fees) arising out of or relating to any breach of the foregoing or any resale, export, or distribution of the Products.
Force Majeure Event.
If Enerfina’s performance of any obligations under this Agreement is prevented, restricted, or interfered with by any act of God, fire or other casualty, strikes or labor disputes, embargo, transportation delays, supply shortages, war or violence, pandemic, act of terrorism, or any law, order, proclamation, ordinance, demand or requirement of any governmental agency, or any other event beyond Enerfina’s reasonable control, whether or not similar (each, an “Force Majeure Event”), Enerfina must give you written notice, setting forth the date of the commencement of the Force Majeure Event. The existence of a Force Majeure Event must justify the suspension of performance under this Agreement by Enerfina and will extend the time for such performance for a period equal to the period of delay.
Termination.
In addition to any remedies that may be provided under these Terms of Sale, Enerfina may terminate this agreement with immediate effect upon written notice to you, if you: (i) fail to pay any amount when due; or (ii) have not otherwise performed or complied with any of the terms of this Agreement, in whole or in part.
Compliance with Laws.
Each party must comply with all applicable laws, regulations, and ordinances with regard to the purchase, sale, installation, or use of the Products. Each party must maintain in effect all licenses, permissions, authorizations, consents, and permits needed to carry out its obligations under this Agreement. You are solely responsible for the use and suitability of Products and compliance with any state, local or other applicable authority with respect to the same. Enerfina makes no claim of suitability for any application or compliance with any building code requirements.
Miscellaneous.
Compliance with Terms of Use. To the extent you access the Services to place an order, you agree to comply with Enerfina’s Terms of Use.
Successors and Assigns. This Agreement will be binding upon, enforceable by, and inure to the benefit of the parties, their respective successors, and permitted assigns.
Assignment. You must not assign this Agreement or any rights under this Agreement or delegate any obligations under this Agreement to any third party without Enerfina’s prior written consent, and any purported assignment or delegation in violation of this provision is null and void.
Applicable Law, Venue, and Attorneys’ Fees. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Products does not apply to this Agreement. In the event of a dispute involving this Agreement, any legal proceeding must be heard and determined exclusively in an Illinois state court or a federal court with jurisdiction in Cook County, Illinois. Each party waives any objection to venue, including on the grounds of forum non convenience. If there is a dispute, the prevailing party will be entitled to recovery of its costs and expenses, including reasonable attorneys’ fees.
No Waiver. No waiver by either Enerfina of any provision of this Agreement will affect the right of Enerfina to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.
Severability. If any provision of these Terms of Sale is found by a court of competent jurisdiction to be void or otherwise unenforceable in any jurisdiction, such term must be excluded to the extent of such invalidity or unenforceability; all other provisions of these Terms of Sale must remain in full force and effect, and, to the extent permitted and possible, the invalid or unenforceable term must be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
Survival. Provisions of these Terms of Sale that by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms of Sale.
Limitations on Action. No action, regardless of form, arising out of these Terms of Sale, may be brought by you more than one (1) year after the cause of action has accrued.
Entire Agreement.
These Terms of Sale constitute the entire agreement between Enerfina and you with respect to their subject matter, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms of Sale expressly exclude and prevail over any of your terms or conditions contained in any documentation issued by you, including without limitation any terms referenced or included in any purchase order issued by you. Enerfina expressly rejects any and all additional or contradictory terms in any purchase order, email, acknowledgment, confirmation, or other document issued by you pertaining to the Products or these Terms of Sale. No other terms or conditions in your purchase order or any other document that are different from or additional to these Terms of Sale have any force or effect.
CONTACT US
Please direct any questions and concerns regarding these Terms of Sale or the Products to:
Email: [email protected],
Telephone: 844-312-2525
Mail: Enerfina LLC
2525 North Elston Avenue, Suite D240
Chicago, Illinois 60647
CC: Enerfina LLC
2525 North Elston Avenue, Suite D240
Chicago, Illinois 60647
Attn: General Counsel