Terms of Purchase 

Customer satisfaction is our number one priority. We strive to provide our customers with superior service, quality, and communication. These Terms of Purchase (“Terms”) apply to Orders by the Customer from Wholesale Ironworks, LLC, a Texas limited liability company, d/b/a Black Diamond Iron Doors (“Black Diamond”). By placing an Order, Customer agrees to these Terms. 1.     DEFINITIONS The following capitalized terms have the meanings set forth below. Capitalized terms defined elsewhere in these Terms have the meanings given in those provisions.  (a) “CAD Approval Date” means the date the Customer signs/approves the Approved CAD;  (b) “Carrier” means the third-party common carrier used to transport the Products (including any LTL carrier), as selected or arranged by Black Diamond; (c) “Clearance Order” means an Order consisting of one or more Clearance Products;  (d) “Clearance Products” means Products identified as “Clearance” or “As-Is” in the Order;  (e) “Custom Order” means an Order consisting of one or more Custom Products;  (f) “Custom Products” means Products identified as “Custom” in the Order;  (g) “Day” means a day that is Monday through Friday.   (h) “Delivery” means the earliest of: (i) the date the Products are delivered to the Delivery Address and accepted (as reflected on the Carrier’s delivery receipt); (ii) the date the Carrier makes the Products available for delivery or pickup after attempting delivery (including due to the Customer’s unavailability, access issues, or refusal); or (iii) for local pickup, the date the Customer (or the Customer’s agent) picks up the Products;  (i) “Delivery Address” means the delivery address identified on the cover page or in the applicable Order; (j) “Limited Warranty” means the express limited warranty set forth in Section 8 of these Terms; (k) “Order” means a purchase placed by the Customer with Black Diamond for Products, whether made online, in-store, by phone, or in writing, and confirmed by Black Diamond which may include: the Order number and date; the Customer’s name and contact information; the delivery or pickup address; the Products purchased (including quantities, sizes, options, and specifications); pricing, taxes, and shipping charges; the selected delivery or pickup method and any estimated delivery timing; and any referenced quotes, drawings/CAD approvals (if applicable);  (l) “Products” means the doors, frames, sidelights, transoms, hardware, glass, and related items included in the Order;  (m) “Stock Order” means an Order consisting only of Stock Products; and  (n) “Stock Products” means Products identified as “Stock” in the Order. 

2.   PRODUCTION & DELIVERY TIMES

2.1. Processing and Delivery Times. Black Diamond ships from Houston, Texas. If the Products are in stock, Stock Orders typically ship between two (2) to ten (10) Days from the Day Black Diamond receives the Order, unless otherwise noted. If the Products in the Order are out of stock, Black Diamond will not ship them until the backordered inventory is received at Black Diamond’s warehouse and processed for shipment. Custom Orders typically ship between ninety (90) and one hundred fifty (150) Days from the CAD Approval Date. Delivery timing depends on Carrier transit time and scheduling and is outside Black Diamond’s control. The Customer may request status updates by contacting Black Diamond.

 

2.2. Delivery Times Not Guaranteed; No Delay Damages. Delivery times are estimates and are not guaranteed; delays may occur due to supply chain, Carrier scheduling, demand, or other factors outside Black Diamond’s control. Delivery estimates do not guarantee a delivery date and do not create a right to cancel an Order once it is submitted to production (for Custom Orders) or shipped (for Stock Orders). Black Diamond is not responsible for delay damages, loss of use, lodging, contractor costs, or other consequential damages arising from a delayed shipment or delivery.

 

3.   PAYMENT & TAXES

3.1 Taxes. The Customer is responsible for all applicable taxes.

 

3.2 Payment. For Stock Orders, payment is due in full upon Customer’s receipt of the invoice. For Custom Orders, fifty percent (50%) deposit is due at the time the Order is placed and the remaining balance must be paid in full before shipment is released or pickup is scheduled. Deposits are non-refundable for a Custom Order once the Order is submitted to production. All amounts due must be paid in full before Black Diamond releases Products for shipment, schedules delivery, or authorizes pickup. All payments are non-refundable except as expressly provided in these Terms. If the Customer disputes any invoiced amount, the Customer must notify Black Diamond in writing within five (5) Days after receipt of the invoice and describe the basis for the dispute in reasonable detail. The Customer will timely pay all undisputed amounts. Black Diamond may suspend production, shipment, delivery scheduling, or pick up until all undisputed amounts are paid and the dispute is resolved.

3.3. Carrier Fees. The Customer is responsible for, and authorizes Black Diamond to invoice and charge the payment method on file for, any and all Carrier or logistics-related fees, surcharges, or costs incurred in connection with Delivery that are caused by or related to the Customer or the Delivery Address, including without limitation: missed or refused delivery appointments; Customer unavailability; insufficient manpower or equipment to offload; special equipment requests; inability to access the Delivery Address (including narrow/unfinished/steep streets, gated access, HOA restrictions, jobsite conditions, or other access limitations); address corrections or re-consignment; redelivery; storage; detention/wait time; layover; terminal handling; and return freight. Black Diamond may require advance payment of any such amounts before authorizing redelivery, releasing Products, or rescheduling Delivery or pickup. See the Shipping Policy in Exhibit A for more details.

 

3.4. Chargebacks / Reversed Payments. If a payment is reversed or charged back, Black Diamond will pause production/shipment until paid in full. If the Customer pays by ACH/check and the payment is returned, the Customer is responsible for any bank fees and a reasonable returned-payment fee (if permitted by applicable law).

 

3.5. Pricing Based on Approved CAD. Prices are based on the Approved CAD and the quoted scope. Any changes may require a revised quote.

 

3.6. Authorization to Charge Payment Method. For security reasons, voice confirmation may be required before Black Diamond is able to process the Customer’s credit card payment. The Customer authorizes Black Diamond and its payment processors to charge the payment method on file for all amounts due under these Terms (including taxes, shipping, storage/redelivery, and approved change orders). 

3.7. Interest; Collection Costs. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. The Customer will reimburse collection costs, including attorneys’ fees, as permitted by applicable law.

 

3.8. Lien Rights; Statutory Notices. Black Diamond expressly reserves any and all mechanic’s lien, materialman’s lien, stop notice, bond, and similar statutory rights for labor, services, and materials furnished in connection with the Order to the fullest extent permitted by applicable law. Customer acknowledges that Black Diamond may send preliminary, informational, or similar statutory notices as required or permitted by applicable law, and that such notices are routine compliance measures and do not, by themselves, evidence a dispute or nonpayment. Customer shall provide, upon request, the address of the real property where the Products are intended to be incorporated or installed, if different from the Delivery Address, and any other information reasonably requested by Black Diamond to preserve and enforce its lien and statutory rights in connection with the Order. Customer authorizes Black Diamond to send and serve any required or permitted statutory notices in connection with the Order using the Customer’s contact information, the Delivery Address, the installation address (if provided), and any other addresses provided by Customer. No provision of this Agreement, nor any invoice, payment application, or partial payment, shall waive Black Diamond’s lien or statutory rights except pursuant to a written conditional waiver executed by Black Diamond that (a) expressly identifies the rights being waived, (b) is effective only upon payment actually received and finally collected in cleared funds, and (c) is provided only on the form required by applicable law (if any) or otherwise on Black Diamond’s form, and is enforceable only to the extent permitted by applicable law.

 

4.   CANCELLATIONS & CHANGES

4.1. Custom Orders. Custom Orders are non-cancellable and non-refundable after the Customer signs the CAD Drawing Approval Form confirming the Approved CAD.

 

4.2. Stock Orders. Stock Orders may be cancelled only with Black Diamond’s written confirmation and only prior to shipment, subject to any processing or cancellation fees, plus non-refundable third-party costs (including, without limitation, credit card processing fees if permitted by applicable law, warehouse handling, and Carrier scheduling charges). 

 

4.3. Custom/Clearance Final Sale. Clearance Orders are non-cancellable and non-refundable and are not eligible for return, except as required to address a covered manufacturing defect under the Limited Warranty.  

 

4.4. Change Orders; Revised Approved CAD; No Oral Modifications. Any Customer-requested changes to the Products, specifications, measurements, finish, glass, hardware, delivery details, or any other aspect of the Order must be in a written change order accepted by Black Diamond. If a change affects the Approved CAD, the Customer must approve a revised Approved CAD in writing before Black Diamond is obligated to proceed. Changes may increase price and/or extend lead time. No verbal statements, texts, emails, or other informal communications will modify the Approved CAD or these Terms unless incorporated into a written change order signed by Black Diamond. Approved change orders and revised CAD approvals are likely to result in revised pricing, taxes, shipping, and lead times. The Customer authorizes Black Diamond to invoice for approved change orders, including any additional shipping, handling, storage, redelivery, or Carrier fees attributable to the Customer’s request. Black Diamond may reject change requests in its discretion, including if the Order has been submitted to production or shipment has been scheduled. If the Customer requests adding a screen or similar accessory after CAD approval, the Customer acknowledges the design and hardware details (including hinge/knuckle configuration and clearances) may change, and such changes are not a defect.

 

4.5. Black Diamond Cancellation Rights. Black Diamond reserves the right, in its discretion, to cancel or suspend any Order (in whole or in part) due to unforeseen factors including, but not limited to, limited inventory, discontinued materials or components, pricing errors, delays or disruptions in the supply chain, Carrier constraints, force majeure events, or suspected fraud or nonpayment risk. If Black Diamond cancels an Order before shipment, Black Diamond will refund amounts actually paid for the undelivered Products (and, if applicable, any separately stated shipping charges for undelivered Products) as the Customer’s sole and exclusive remedy, and the Customer waives any other claims, including for delay damages, consequential damages, or cover.

 

4.6. No Cancellation Due to Delays. Delays (including extended lead times) do not constitute a breach and do not give rise to any right of cancellation, refund, chargeback, or offset, except as expressly authorized in writing by Black Diamond.

 

5.   RETURNS

5.1. Return Authorization. Returns are permitted only for Stock Products, and only with prior written authorization from Black Diamond. 

 

5.2. Return Request Window. Return requests must be made within thirty (30) days after Delivery. If approved, the Customer must ship the Products within ten (10) days after receiving return instructions/RMA, or the return authorization may expire.

 

5.3. Return Condition. Returned Products must be unused, uninstalled, unmodified and in the original packaging. Returned items must be received by Black Diamond in resalable condition. No return will be accepted for any Product that has been installed, modified, or damaged after delivery (including damage during return shipping). 

 

5.4. Refund Processing. Restocking fees and return shipping may apply. Any original shipping charges are non-refundable. Approved refunds (if any) will be issued to the original payment method after the Products are received and inspected, less applicable restocking fees, shipping, and any damage or missing components/packaging. 

 

5.5. Refused/Undeliverable Deliveries. If the Customer refuses delivery or fails to accept delivery as scheduled, the Customer remains responsible for Carrier fees, storage, redelivery, and return freight, and any refund (if permitted) will be reduced by those amounts.

 

6.   SHIPPING / DELIVERY / INSPECTION

6.1. Shipping Policy. Shipping and delivery terms are governed by the Shipping Policy attached to these Terms as Exhibit A (the “Shipping Policy”). If the Shipping Policy differs from any version posted on Black Diamond’s website, the attached Shipping Policy applies to this Order.

6.2. Title & Risk of Loss. Title transfers to the Customer upon Black Diamond’s receipt of payment in full. Risk of loss passes to the Customer upon shipment from Black Diamond’s facility or when storage fees begin due to the Customer’s delay in shipment or pickup.

6.3. Inspection at Delivery. The Customer must inspect the crate/pallet upon Delivery, take photos before signing, and note any visible damage on the Carrier’s delivery receipt and immediately notify Black Diamond in writing of such damage. If concealed damage is discovered after Delivery, the Customer must immediately notify Black Diamond in writing within twenty-four (24) hours after Delivery and comply with Carrier inspection/claim requirements, including retaining packaging and making the shipment available for inspection.

6.4. No Installation Until Resolved. The Customer must retain packaging until any claim is resolved. The Customer must not install any Product until it has been inspected and any damage/shortage issue is resolved. Installation constitutes acceptance and voids shipping damage/shortage claims.

6.5. Carrier Damage Allocation; Assistance. Black Diamond is not responsible for Carrier damage occurring after tender to the Carrier but will reasonably assist with documentation for a Carrier claim. 

7.   LIMITED WARRANTY

7.1. Limited Warranty; No Installation Services. Black Diamond warrants that all Stock Products and Custom Products will be free from defect in material and craftsmanship for a one-year period from the Delivery (the “Warranty Period”). Shipping-related glass damage is not covered under the Limited Warranty and must be addressed through the delivery inspection and Carrier claim process in Section 6. This Limited Warranty is non-transferable. Black Diamond does not provide installation services. Any issue that is caused by or attributable to installation, field measurements, site conditions, or installer workmanship is not a defect and is excluded from this Limited Warranty.

 

7.2. Warranty Claims. To make a warranty claim, the Customer must notify Black Diamond in writing within the Warranty Period at [warranty@blackdiamondirondoors.com / info@…][DB1]  and include: (i) the Order number; (ii) photos and/or video reasonably showing the claimed defect; (iii) a description of the conditions of use and installation; and (iv) reasonable access for Black Diamond (or its designee) to inspect the Product before any repair, finishing, modification, removal, or reinstallation. As a condition precedent to warranty coverage, the Customer must not (x) install (or must cease installation of) any affected Product or (y) if already installed, must not perform (or permit any third party to perform) repairs, alterations, or refinishing without Black Diamond’s prior written consent.  During the Warranty Period, Black Diamond will, in its discretion, provide touch-up paint, replacement parts, repair, or replacement of the affected component that Black Diamond determines is covered by this Limited Warranty. Black Diamond does not cover labor, removal, reinstallation, finishing, painting, or contractor costs, and is not responsible for any costs incurred by the Customer or third parties without Black Diamond’s prior written authorization. Shipping or freight costs for warranty parts/components will be paid by Customer, and expedited shipping (if requested) will be at the Customer’s expense.

 

7.3. Warranty Exclusions. Notwithstanding anything to the contrary, this Limited Warranty expressly excludes, and Black Diamond shall have no responsibility or liability for, any damage, condition, or issue arising from or related to the following: 

(a)   glass breakage/damage, glass seal damage, weather stripping, finish weathering, and any damage caused by accident, misuse, abuse, over spray, modifications, over cleaning, chemicals, organic breakdown, or improper installation; (b)  exposure to natural elements, frequent use, or natural aging of the Product; any damage, change, or condition resulting from environmental exposure, including but not limited to moisture or water exposure, rust, corrosion, or oxidation, whether or not the Product is galvanized, and whether caused by lack of an overhang, direct washing or hosing, or failure to immediately wipe moisture from the Product, sweating doors, condensation, thermal transfer, or suitability of the Product for local weather or climate conditions; water penetration under thresholds or through seals, including flooding or wind-driven rain, and threshold seepage; (c)  minor variations, imperfections, or differences inherent in handmade and individually manufactured Products, which are normal and not considered defects; (d)  any failure to comply with or meet local, state, or municipal building codes, ordinances, or regulations, including but not limited to ADA requirements, thermal break or sweating issues, hurricane ratings, or swing codes; and/or (e)  damage caused by accident, misuse, abuse, overspray, unauthorized modification, over-cleaning, use of chemicals, organic breakdown, improper installation, or mishandling; clearance issues, door reveal issues, or alignment issues resulting from improper installation; minor touch-up, cosmetic correction, or finish adjustment, which is expected and not deemed a defect and is the responsibility of the Customer and/or the Customer’s installer; bubbling paint, scratches, or finish damage around lock or hardware areas caused by improper installation methods, drilling, over-tightening, misalignment, or repeated installation attempts; any labor costs associated with repairs or service once a Product has been installed; and any issues, damages, or losses arising from or related to installation services or installer actions, including but not limited to improperly drilled holes, misaligned hardware, over-tightened components, or attempts to straighten or realign hardware after installation. 

 

7.4. Clearance Products “As Is”. Clearance Products are excluded from the Limited Warranty and are sold “AS IS” and “WITH ALL FAULTS.”

 

7.5. No Other Warranties. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED IN THESE TERMS, BLACK DIAMOND DISCLAIMS ANY AND ALL OTHER WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE EXTENT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THE DURATION OF ANY SUCH WARRANTIES SHALL BE NO LONGER THAN THAT PROVIDED IN THE WARRANTY PERIOD STATED HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE CUSTOMER.

 

7.6. No Code/Regulatory/HOA Compliance Warranty. Black Diamond does not represent or warrant that any Product complies with any building code, ordinance, regulation, permit condition, HOA requirement, or any hurricane/wind, impact, energy, thermal, or similar requirement applicable to the Customer’s project or jurisdiction. The Customer is solely responsible for verifying compliance and suitability. 

 

7.7. Natural Aging; Moisture; Rust; Thermal Transfer. Black Diamond Products are individually handmade of steel and may be affected by moisture, condensation, and environmental exposure. Black Diamond does not provide warranty for rust. Rust arises from water exposure, including lack of an adequate overhang or direct washing/hosing. 

 

7.8. Sidelights & Transoms. All doors with knockdown sidelights and/or transoms come unassembled and may require holes to be drilled to complete installation. Holes may need to be drilled through metal on the door jamb and/or sidelight. Doors, jambs, sidelights and/or transoms may come with pre-drilled holes that may not be required to use, instead, new holes may be required to be made by the installer to complete the installation. This is not a manufacturing defect and is the responsibility of the Customer and the Customer’s installer.

 

7.9. Website Accuracy; Spec Changes. Product descriptions, photos, and specifications made available online are provided for convenience and may change without notice. Black Diamond may make non-material changes in specifications, designs, or options without incurring obligation with respect to previously placed Orders.

 

 8.     INDEMNIFICATION & LIMITATION OF LIABILITY 

8.1 INDEMNIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, The Customer agrees to indemnify and hold Black Diamond, iTS OFFICERS, DIRECTORS, MANAGERS, and  affiliates harmless from and against any and all liability, claims, losses, costs, and expenses including but not limited to attorneys’ fees that arise from (a) the Customer’s violation or breach of these Terms, (b) the Customer’s violation, infringement or misappropriation of any third party’s intellectual property rights such as trademark, copyright, proprietary and privacy rights, or regulation or ordinance, or (c) the Customer’s negligence or willful misconduct. This indemnification and hold harmless obligation will survive the termination of these Terms. This indemnity does not apply to claims to the extent caused by Black Diamond’s gross negligence or willful misconduct.

 

8.2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Black Diamond’s total liability arising out of or relating to any Order, the Products, these Terms, the Shipping Policy, or the Limited Warranty—whether in contract, tort (including negligence), strict liability, or otherwise—will not exceed the total amount actually paid by the Customer to Black Diamond for the specific Product(s) giving rise to the claim. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, in no event will Black Diamond be liable for any special, indirect, incidental, consequential, or punitive damages, or for loss of use, loss of profits, loss of business, lodging costs, contractor costs, or delay damages, even if advised of the possibility of such damages.

 

9.     MISCELLANEOUS9.1.  Governing Law; Venue; Jury Trial Waiver. These Terms are governed by the laws of the State of Texas, without regard to conflict of laws rules. Any lawsuit arising out of or relating to these Terms shall be brought in the state or federal courts located in Fort Bend County, Texas and each party consents to such jurisdiction and venue. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND BLACK DIAMOND EACH (A) KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE SHIPPING POLICY, THE LIMITED WARRANTY, OR ANY ORDER OR PRODUCT, AND (B) ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THE TRANSACTION AND THAT EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL. 9.2.   Entire Agreement; Amendments. These Terms (including the Shipping Policy and any Approved CAD) are the entire agreement for the Order and supersede prior discussions or writings. Any amendment must be in a written agreement signed by the Customer and Black Diamond. 9.3.  Severability; No Waiver. If any provision is unenforceable, the rest remains in effect. No failure or delay by Black Diamond in enforcing any provision waives future enforcement of that provision or any other provision. 9.4.  No Assignment. The Customer may not assign these Terms or an Order without Black Diamond’s prior written consent.  9.5.  Privacy Policy. The Customer acknowledges that Black Diamond maintains a privacy policy available at https://blackdiamondirondoors.com/pages/privacy-policy (the “Privacy Policy”). The Privacy Policy is incorporated by reference only to the extent the Customer uses Black Diamond’s website. The Privacy Policy does not modify the parties rights or obligations for the Order. If there is any conflict between these Terms and the Privacy Policy, these Terms control with respect to the Order. 

9.6. Conflicts. If there is a conflict between Black Diamond’s website and these Terms (including the Shipping Policy), these Terms shall control.

9.7.  Headings. Headings and captions are for convenience only and do not affect interpretation.