GENERAL TERMS AND CONDITIONS OF SALE

(Applicable from January 1, 2025)

1) Scope

Unless otherwise agreed in writing, these General Terms and Conditions apply to:

  • All offers and quotes issued by Slide Clear Inc. (registered office: Unit #301 – 157 2219 Rimland Drive, Bellingham, WA 98226) (hereinafter “Slide Clear”).

  • All orders placed with Slide Clear.

  • All agreements between Slide Clear and its dealer or distributor (hereinafter “Dealer”).

  • All invoices issued by Slide Clear, regardless of whether the Dealer is located in the United States or abroad or whether the delivery is domestic or international.

The Dealer’s general terms and conditions (including purchase terms) are only valid if expressly accepted by Slide Clear in writing.

In the event of conflict between the Dealer’s accepted terms and these General Terms, these General Terms shall prevail.

In the event of conflict between these General Terms and a separate written agreement between Slide Clear and the Dealer, the provisions of the separate written agreement shall prevail.

2) Quotes

  • Quotes are valid for 30 days from date of issue unless otherwise stated.

  • If cost factors (e.g., tariffs, freight, material, or labor costs) increase due to objective, external circumstances, Slide Clear reserves the right to adjust prices.

  • If Dealer-provided information used for pricing is incorrect or inconsistent, Slide Clear may revise the quote accordingly.

3) Obligations of Slide Clear

Slide Clear is bound only by obligations expressly agreed upon in writing.

An agreement is considered concluded only when:

  • Slide Clear sends an order confirmation, or

  • A separate written agreement is signed, or

  • Goods are delivered and invoiced.

4) Amendment or Cancellation of an Order

  • Orders cannot be amended or canceled without Slide Clear’s written consent.

  • If Slide Clear agrees:

    • Dealer must pay all applicable fees per Slide Clear’s price list.

    • If no fee is listed, the charge will be based on the production stage at the time of amendment/cancellation.

  • These fees are agreed to be a reasonable estimate of damages and administrative costs incurred by Slide Clear.

5) Contractual Relationship

All agreements between Slide Clear and the Dealer are considered part of one overall contractual relationship.

If the Dealer fails to meet obligations under any agreement, Slide Clear may suspend performance of all ongoing agreements.

6) Prices

  • Orders are invoiced based on prices in the order confirmation or, if not stated, Slide Clear’s current price list.

  • Prices exclude:

    • All applicable federal, state, or local taxes.

    • Custom drawing or engineering services.

    • Assembly or installation.

    • Transportation/shipping costs.

    • Fixing or mounting materials.

Price Adjustments: Slide Clear may adjust prices proportionally if freight, duties, or material costs rise.

Confidentiality: Dealer discounts, pricing structures, and rebate programs are strictly confidential. Unauthorized disclosure may result in termination and legal action.

7) Taxes

  • Dealer is responsible for all applicable sales, use, excise, or other taxes.

  • Changes in tax rates or amounts do not entitle the Dealer to terminate or amend agreements.

8) Invoice Acceptance & Payment Terms

  • Invoices are deemed accepted unless disputed in writing within 7 calendar days of receipt.

  • Disputes do not suspend payment obligations.

Payment Terms:

  • 50% deposit due upon order.

  • 50% balance due prior to shipment.

Late Payments:

  • 1% monthly interest on overdue balances.

  • 10% penalty fee (minimum USD $125).

  • Slide Clear may suspend further orders until all outstanding amounts are paid.

If Dealer’s creditworthiness declines, Slide Clear may:

  • Demand advance payment in full.

  • Suspend or cancel pending orders.

9) Delivery

  • Delivery terms: DAP (Delivered at Place – Incoterms® 2020) unless otherwise agreed.

  • Storage Fees: If Dealer fails to accept or collect goods, storage will be at Dealer’s risk and expense.

  • Delivery delays due to amendments, late payments, or credit issues will extend lead times.

10) Color Variations

  • Variations in color may occur between catalog images, samples, and final products.

  • Reorders may result in slight differences due to batch variations.

11) Assembly & Installation

  • Assembly and installation are not included and remain the Dealer’s responsibility.

12) Connectivity & Control

  • Products with remote control or connectivity features rely on third-party services.

  • Slide Clear is not liable for any changes, disruptions, or discontinuation of such services.

13) Warranty

  • Warranty periods range from 1 to 5 years, depending on the product.

Exclusions:

  • Normal wear and tear.

  • Environmental damage (storms, fire, lightning, salt corrosion).

  • Improper handling, storage, or installation.

  • Use of non-approved parts immediately voids warranty.

14) Defects & Complaints

  • Dealer must inspect goods upon delivery.

  • Visible defects must be reported within 2 business days of delivery.

  • Hidden defects must be reported within 8 business days of discovery.

  • Complaints do not suspend payment obligations.

15) Maintenance

Dealer must maintain goods per Slide Clear’s published guidelines (available at www.slideclear.com).

16) Limitation of Liability

  • Slide Clear’s liability is capped at the invoice value of the order.

  • Indirect damages (e.g., lost profits, loss of use, or business interruption) are excluded.

17) Force Majeure

  • Slide Clear is not liable for delays caused by events outside its reasonable control (e.g., natural disasters, pandemics, strikes, government actions).

  • If force majeure continues for more than 120 days, either party may terminate the agreement without liability.

18) Changed Economic Circumstances

If unforeseen economic changes materially impact Slide Clear’s performance, Slide Clear may:

  • Request renegotiation, or

  • Terminate the agreement with 30 days’ written notice.

19) Termination

Slide Clear may terminate the agreement if:

  • Dealer fails to meet obligations.

  • Dealer becomes insolvent, bankrupt, or ceases operations.

Dealer must compensate Slide Clear for damages resulting from termination.

20) Retention of Title

Title to goods remains with Slide Clear until all amounts are paid in full.

21) Intellectual Property

All drawings, designs, specifications, and technical materials remain the property of Slide Clear.

Unauthorized use, modification, or distribution is strictly prohibited.

22) Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force.

23) Governing Law & Jurisdiction

These Terms are governed by the laws of the State of Washington, USA.

Any disputes shall be resolved exclusively in the state or federal courts located in Whatcom County, Washington.