TMII Enterprises, LLC (dba A1 Garage Door Service)

TERMS AND CONDITIONS OF SALE

1. Offer, Governing Provisions and Cancellation. This document is an offer or counter-offer by TMII Enterprises, LLC, a Delaware limited liability company with a place of business at 3254 E. Broadway Road, Phoenix, Arizona 85040 (dba A1 Garage Door Service) (“A1” or “seller”) to sell the products and parts (collectively, the “Products”) and/or perform the services (the “Services”) described in the accompanying document provided by A1 to the customer (“Customer” or “Buyer”) herewith in accordance with these terms and conditions (collectively, the “Agreement”) and is expressly conditioned upon Customer’s assent to the Agreement. The negotiation, execution, delivery, performance and enforcement of the Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Arizona, and the United States of America, without regard to principles of conflicts of laws. Customer and A1 each irrevocably and unconditionally agree that the sole and exclusive forum and venue for any legal or equitable action or proceeding arising out of or in connection with this Agreement will lie in the United States District Court for the District of Arizona or the courts in the State of Arizona sitting in Maricopa County and each party hereby irrevocably and unconditionally submits to the sole and exclusive personal jurisdiction of such courts. No completed repair transaction that was requested, authorized and paid for by Customer may be cancelled or altered by Customer. No other accepted offer or Custom Order (as defined below) may be cancelled or altered by Customer after three business days, except upon such terms and conditions as are acceptable to A1 in writing.

   Except if this transaction is a completed repair transaction that was requested, authorized and paid for by Buyer, YOU, THE BUYER MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT (Exhibit A).

2. Credit Approval; Payment Terms. Subject to Sections 11(A) and (B), as applicable, payment is due upon Customer’s receipt of A1’s invoice following shipment or performance, subject to A1’s approval of Customer’s credit, in A1’s discretion; if such approval is withheld, payment will be due in advance of A1’s performance. Interest will be charged at the lesser of (i) 18% per year, or (ii) the highest rate permitted by applicable law, on accounts more than 30 calendar days past due. If production or shipment of completed Products, performance of the Services, or other A1 performance, is delayed by Customer, A1 may immediately invoice, and Customer will pay, the percentage of the purchase price corresponding to the percentage of completion.

3. Prices, Taxes and Other Charges. Unless otherwise provided in the Agreement, prices shall be as quoted by A1. All prices listed in A1’s publications (including on A1’s website) are intended as a source of general information only and not as an offer to sell, and all prices contained therein are subject to confirmation by formal quotation by A1. No order shall be binding upon A1 until received and accepted by A1 in its sole discretion. Any manufacturer’s tax, occupation tax, use tax, sales tax, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between A1 and Customer will be paid by Customer in addition to the prices quoted or invoiced. To the extent permitted by applicable law, if Customer is in default, Customer agrees to pay A1’s costs for collecting amounts owing, including, without limitation, actual court costs and reasonable attorneys’ fees. To the extent permitted by applicable law, Customer also agrees to pay A1’s actual and reasonable costs of collection occasioned by Customer’s failure to notify A1 of any change of residence or by Customer’s failure to communicate with A1 for a period of 45 days after any default in making payments due under the Agreement. If Customer makes any payment required by the Agreement that is returned dishonored or unpaid (referred to herein as a “Failed Payment”), A1 may charge Customer a processing fee of the lesser of $15 (or the maximum amount permitted by applicable law) for each Failed Payment.

4. Delivery, Performance. Delivery of Products to the carrier will constitute delivery to Customer, and Customer will bear all risk of loss or damage in transit. All delivery dates are approximate. Customer shall provide such access to Customer’s premises as may reasonably be requested by A1 for the purposes of performing the Services.

5. Force Majeure. A1 shall be excused from, and shall not have any liability for, any delay in delivery, delay in performance, non- delivery, or other failure to perform any of its obligations under this Agreement where A1’s delay, non-delivery, or failure to perform is caused, in whole or in part, by a Force Majeure Event. Without limiting the generality of the foregoing, if A1 is delayed in performing under this Agreement due to a Force Majeure Event, A1 will be entitled to extend the relevant delivery or performance date by the amount of time that A1 was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. A “Force Majeure Event” is a condition or event that is beyond the reasonable control of A1, whether foreseeable or unforeseeable, foreseen or unforeseen, including, without limitation, severe weather, storm, flooding, hurricane, tornado, seismic disturbance, act or omission of Customer, act or omission of any third party, natural disaster or other act of God, fire, 2 explosion or other casualty, quarantine, epidemic, pandemic, disease, virus, condemnation, strike, slowdown or other labor dispute or shortage, transportation interruption, theft, vandalism, riot or war, terrorism, power outage, interruption in electronic communications systems, change in law, act of government, government-mandated allocation requirements, issuance of executive order or government order, government-mandated shutdown, or unavailability of parts, materials or supplies at a commercially reasonable price.

6. Changes. A1 may at any time make such changes in process of Services and design in Products, components or parts as A1 deems appropriate, without notice to Customer.

7. Warranties. A copy of A1’s Limited Product Warranty for each Product is attached hereto as Exhibit B. A copy of A1’s Services Warranty for the performance of Services is attached hereto as Exhibit C.

8. CUSTOMER’S INDEMNITY. Customer shall indemnify, defend and hold harmless A1 and its officers, agents, and employees from and against any and all claims, losses, damages, liabilities, costs and expenses that may arise out of Customer’s acts or omissions, including, but not limited to: (a) any breach by Customer of the Agreement; (b) any violation by Customer of any law, rule, or regulation; (c) any misuse of the Products by Customer; and/or (d) any negligence or willful misconduct of Customer. A1 shall give Customer written notice of any claim for which indemnification is sought under the Agreement, provided that the failure to give such written notice shall not, however, relieve Customer of its indemnification obligations, except and only to the extent that Customer forfeits rights or defenses by reason of such failure. A1, may, at A1’s option, assume and control the defense of the claim, and in such case, Customer shall indemnify A1 from and against all losses, damages, liabilities, costs and expenses incurred by A1 in defending such claims. If A1 decides not to assume the defense of a claim, then Customer shall assume and control the defense of such claim, at Customer’s expense and by Customer’s own counsel (which counsel shall be subject to the approval of A1, which approval will not be unreasonably withheld or delayed); provided that A1 shall have the right to participate in the defense of any claims with counsel selected by it at A1’s expense. A1 and Customer shall cooperate with each other in all reasonable respects in connection with the defense of any claims. Notwithstanding any other provision of this Agreement, Customer shall not consent to the entry of any judgement or enter into any settlement of any claims without the prior written consent of A1.
   

9. Security Interest. If the Products are sold on credit terms, Customer acknowledges that A1 retains a purchase money security interest in the Products. To secure Customer’s obligations to A1 under the Agreement or any other agreement, Customer hereby grants to A1 a security interest in all the Products sold under the Agreement, whether now owned or hereafter acquired, and all products and proceeds thereof. A1 may file any financing statements and send any necessary notices to perfect or protect such security interest.

10. No Assignment. Customer shall not assign its rights or delegate its duties under the Agreement. Any such attempted assignment or delegation shall be null and void.

11. New Garage Doors. This Section 11 shall only apply if Customer purchases a new garage door from A1.

    1. Custom Orders. If Customer purchases a new garage door that is a special order or is custom-made (in either case, a “Custom Order”), Customer shall pay to A1 a deposit of 50% of the invoice price of the new garage door. If Customer cancels such Custom Order more than three business days after the date the Custom Order is placed, then A1 may deduct from the deposit an amount equal to the actual cost of A1’s direct and indirect losses, expenses, fees, and other amounts paid arising out of the cancelled Custom Order, and Customer shall promptly reimburse A1 for any such amount that exceeds the amount of the deposit. All payments received from Customer may be applied against open invoices in the sole discretion of A1. A1 will have the right to offset any and all amounts due and owing from A1 to Customer against all amounts due from Customer to A1.

    2. Payment Authorization. If Customer’s purchase of a new garage door is a Custom Order, Customer hereby authorizes TMII Enterprises, LLC to charge the credit card, debit card or bank account number that Customer has provided to TMII Enterprises, LLC (such card or account is referred to as Customer’s “Payment Account”) for the 50% deposit described above. Customer hereby further authorizes TMII Enterprises, LLC to charge Customer’s Payment Account for the remainder of the invoice price of the new garage door (the “Balance Payment”) upon completion of installation of the door at Customer’s premises. Customer agrees that TMII Enterprises, LLC, or its authorized agent or payment processor, may retain and store Customer’s Payment Account information so that it may charge the Balance Payment to the Payment Account upon completion of installation of the door, and Customer hereby consents to the storage of such information.

    3. Garage Door Dimensions. Unless A1 is to perform framing Services for Customer or Customer provides at least 24-hours’ prior notice to A1 of cancellation of a scheduled appointment, if Customer’s finished garage door opening dimensions do not match those provided by A1 to Customer, then Customer shall pay A1 an amount equal to the actual cost of A1’s direct and indirect losses, expenses, fees, and other amounts paid arising out of the scheduled appointment at which A1 personnel is unable to complete installation Services due to such dimensions.

    4. Cleared Premises. Prior to A1’s performance of installation Services, Customer shall sufficiently clear space around Customer’s garage and motor (at least 12 feet). Unless Customer provides at least 24-hours’ prior notice to A1 of cancellation of a scheduled appointment, if Customer’s garage is not sufficiently clear at the time of a scheduled appointment then Customer shall pay to A1 an amount equal to the actual cost of A1’s direct and indirect losses, expenses, fees and other amounts paid arising out of the scheduled appointment at which A1 personnel is unable to complete installation Services due to the conditions of the premises.

Updated December 2023

EXHIBIT A

NOTICE OF CANCELLATION

You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS DAYS from the above date.

If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be cancelled.

If you cancel, you must make available to the seller, at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale; or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk.

If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract.

To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice, or any other written notice, or send a telegram, to:

TMII Enterprises, LLC (dba A1 Garage Door Service) at
3254 E. Broadway Road
Phoenix, Arizona 85040

I HEREBY CANCEL THIS TRANSACTION.

EXHIBIT B

LIMITED PRODUCT WARRANTY
TMII Enterprises, LLC (dba A1 Garage Door Service)

TMII Enterprises, LLC, a Delaware limited liability company (dba A1 Garage Door Service) (“A1”), shall assign to the original purchaser at retail (the “Purchaser” or “you”) any assignable warranties of the manufacturer of the garage door Products (as defined below) sold by A1 to Purchaser as in effect on the date of delivery of such Products to Purchaser by A1, to the extent permitted by such warranties and applicable law.

If the manufacturer does not offer an assignable warranty on the Products sold by A1 to Purchaser, then A1 warrants to the Purchaser that the Products will be free from defects in workmanship or material appearing within the Warranty Period (as defined below). This warranty is given only to the original retail purchaser and may not be transferred to any subsequent buyer. This warranty does not cover Products, parts or equipment that are purchased or used outside of the United States of America or Canada. The text of each manufacturer’s warranty for the Products is available using the hyperlinks specified below. In cases where no hyperlink is available, please contact A1 at 833-238-2956 to request the written warranty (provided at no charge to you).

Limitation of Implied Warranties: A1 offers no express warranties other than the warranty set forth in this document. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE LIMITED TO THE DURATION OF THIS EXPRESS WARRANTY. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific rights and you may also have other rights that vary from state to state.

Limitations on Liability: UNDER NO CIRCUMSTANCES, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY, WILL A1 BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion may not apply to you.

Products and Warranty Period: The “Warranty Period” shall be from the time of installation of the Product in Purchaser’s home for the duration described below:

For purposes of the Warranty Periods described above, “Limited Lifetime” shall mean as long as the Purchaser owns the home in which the Product is installed. “Single Family” Products shall mean garage doors manufactured for use in a single family residence. “Multi-Family” Products shall mean garage doors manufactured for use in residential condominiums or similar multi-family housing units. “Core Unit Parts” shall mean the powerhead, wired wall control, Safe-T-Beam® system, J-Arm and rail. Any parts of Products repaired or replaced under this warranty are warranted only for the balance of the Warranty Period on the original part that was repaired or replaced.

Sole and Exclusive Remedy: As the Purchaser’s only remedy, and A1’s only responsibility, for any defect in the Product, A1 will either, at A1’s option, replace the defective part of the Product, repair the defective part of the Product or refund the price paid by the Purchaser for the defective part of the Product.

Exclusions: This warranty does not cover any Product failure caused by the following:

1. abuse, damage, misuse or use of the Product in violation of the Product instructions, manufacturer’s care and maintenance instructions, or owner’s manual; 
2. unauthorized or improper installation; 
3. modification, alteration, addition or repair to any Product or part; 
4. accident, neglect, or failure to provide necessary maintenance, including failure to follow the Product instructions or owner’s manual;
5. failure to maintain the Product or part in accordance with the Product instructions, manufacturer’s care and maintenance instructions, or owner’s manual;
6. use of a pressure washer;
7. non-factory applied paint;
8. high-moisture environments (for insulated glass); 
9. high-lift or vertical lift applications; 
10. bottom seal shrinkage or thermal bow; and
11. acts of god and/or environmental conditions including, but not limited to, severe weather (including without limitation hurricanes, tornados, wind, severe snowstorms or severe rainstorms), fires, flooding, earthquakes, seismic disturbances, hail, wind, excessive snow loads, or other natural disasters, exposure to chemicals or atmospheric conditions (including, without limitation, exposure to fallout, corrosive materials, fumes, salt spray, ash, cement dust, animal waste or foreign substances, or abrasive cleaners), surface corrosion, scratches, chips, surface rust, vandalism, accident, neglect, radiation, water runoff from lead, copper or galvanic metal flashing, or any other cause beyond the reasonable control of A1.

This warranty does not cover the cost of standard maintenance, batteries, decorative hardware, single pane glass, missing or damaged parts from clearance or open box sales, or any additional services that Purchaser incurs for anyone to inspect, attempt to repair or remove any Product or part of any Product or any other charges for labor. Under all circumstances you will be responsible to pay those taxes and costs.

How to Submit a Warranty Claim

To make a claim under this warranty, the Purchaser must provide proof of purchase of the Product and make a claim to A1 using the contact details set out below, within 30 days after the defect was discovered. As a condition to receiving the remedy, the Purchaser may be required by A1, at the Purchaser’s expense, to return the Product to A1 and to pay for any necessary return freight or taxes for a repaired or replacement Product.

For more information or to make a warranty claim, please contact:

TMII Enterprises, LLC (dba A1 Garage Door Service)
3254 E. Broadway Road
Phoenix, Arizona 85040
833-238-2956

EXHIBIT C

SERVICES WARRANTY
TMII Enterprises, LLC (dba A1 Garage Door Service)

TMII Enterprises, LLC, a Delaware limited liability company (dba A1 Garage Door Service) (“A1”), warrants that any installation or repair services (“Services”) it provides to the original purchaser (the “Purchaser” or “you”) will be performed in a manner consistent with customary practice in its industry. Should a failure to conform to this warranty appear within (i) thirty (30) days after completion of any Services other than new garage door installation Services; (ii) within one (1) year after new garage door installation Services for garage doors other than the packages set forth in the table below; or (iii) for the Warranty Period set forth in the table below for new garage door installation Services of the new garage door packages specified in such table (as applicable), and, if A1 is promptly notified thereof in writing, Purchaser’s sole and exclusive remedy (and A1’s sole and exclusive liability) for any breach shall be for A1 to either (a) re-perform the Services, or (b) provide Purchaser with a refund of that portion of amounts paid by Purchaser to A1 for the defective Services (whichever A1 determines, in its discretion, to provide).

Limitation of Implied Warranties

THE WARRANTIES SET FORTH IN THIS SERVICES WARRANTY ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED. A1 EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Limitations on Liability 

UNDER NO CIRCUMSTANCES, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY, WILL A1 BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Products and Warranty Period: The “Warranty Period” for new garage door installation Services of the new garage door packages specified below shall be from the time of installation for the duration described below:

How to Submit a Warranty Claim

To make a claim under this warranty, the Purchaser must provide proof of purchase of the installation or repair Services and make a claim to A1 using the contact details set out below, within 30 days after the defect was discovered.

For more information or to make a warranty claim, please contact:

TMII Enterprises, LLC (dba A1 Garage Door Service)
3254 E. Broadway Road
Phoenix, Arizona 85040
833-238-2956