Terms & Conditions

Trails West Gate Company will be referenced as “Consultant.” The party purchasing products or services will be referenced as “Customer.”

1. Scope; Term

Consultant will provide design, fabrication, delivery, and/or installation services for custom gates, entrances, fencing, stone columns, signage, automation, and related metalwork (the “Services”) as described in an accepted Estimate/Sales Agreement/Purchase Order (collectively, the “Order”). Unless otherwise agreed in writing, these Terms commence on the Effective Date shown on the Order and govern all Services and deliverables (“Products”).

2. Reporting & Meetings

Customer shall designate, in writing, a single Customer Contact who is authorized to make decisions and will be reasonably available to meet or confer with Consultant regarding project status. Consultant will communicate with the Customer Contact on scheduling, site readiness, approvals, and progress.

3. Rates & Expenses

Services will be billed at the prices, rates, and milestones stated in the Order. Any required permits, special equipment, rentals, travel, or third-party charges not listed in the Order and approved by Customer will be billed as additional charges.

4. Payments; Late Fees; Suspension

  • Initial Payment: Upon signature, emailed approval, or issuance of a purchase order, the initial payment/deposit stated in the Order is due as of the Effective Date.

  • Subsequent Invoices: All subsequent invoices are due on or before the first day of the applicable billing cycle (the “Due Date”).

  • Late Fees: If payment is not received by the Due Date, amounts outstanding will accrue a 4% charge on the past-due balance per billing cycle, not to exceed 8% total.

  • Suspension: If payment is not made per these Terms, Consultant may suspend fabrication, delivery, installation, and access to any Services until the account is brought current.

5. Confidentiality

Each party may receive confidential or proprietary information of the other. Each agrees to keep such information confidential and use it only to fulfill this Agreement. This obligation does not apply to information that is publicly available without breach, lawfully received from a third party, or required by law to be disclosed. No licenses to intellectual property are granted by disclosure.

6. Disclaimer of Warranty; Limitation of Liability

a) Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSULTANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN WRITING.

b) Limitation. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CONSULTANT SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING DOWNTIME, LOSS OF USE, LOSS OF PROFITS, OR PROPERTY DAMAGE) ARISING FROM OR RELATED TO THE AGREEMENT, THE SERVICES, OR THE PRODUCTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITATIONS SURVIVE AND APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Customer will indemnify and hold Consultant harmless from third-party claims for such damages.

7. Customer Assistance; Site Readiness

Customer will provide reasonable access, utilities, staging, clear work areas, accurate site information (including underground utilities), timely decisions/approvals, and other assistance necessary for efficient performance. Site readiness (grading, foundations, power for operators, concrete cure times, etc.) is Customer’s responsibility unless expressly included in the Order.

8. Non-Exclusive Engagement

Services are provided on a non-exclusive basis. Consultant may provide similar services to other customers.

9. Termination

This Agreement may be terminated:

  • a) By Customer for any reason upon 2 days’ written notice any time after the term stated in the Order;

  • b) By Consultant upon written notice if Customer fails to cure any breach (including non-payment) within 15 days after notice;

  • c) By either party immediately upon written notice if the other party becomes subject to an Insolvency Event (as defined in the Trails West Gate Co. model terms) that remains in effect when notice is given.

Upon termination, all sums become immediately due and payable (including any remaining amounts under milestone schedules). Consultant may disable services, withhold or remove products not fully paid, and is entitled to injunctive relief to recover proprietary materials or Products. Consultant may refuse or terminate Services for illegal or unprofessional activities or content deemed offensive or unsafe.

10. Delivery; Title; Risk of Loss; Installation Limits

  • Delivery/Shipping: Risk of loss passes to Customer upon delivery to Customer or carrier (FOB/Incoterms as specified in the Order). Any freight, crating, or special handling will be billed per the Order.

  • Installation Territory: Consultant provides installation services primarily within Texas. Out-of-state or international orders may be shipped with installation instructions and hardware; Customer is responsible for local installation unless otherwise agreed in writing.

  • Storage Fees: If Customer delays delivery or installation beyond 10 business days after notice of readiness, storage or re-mobilization fees may apply.

11. Changes & Approvals

Work is made-to-order. Customer is responsible for reviewing and approving shop drawings, renderings, finish samples, and layout before fabrication. Change Orders must be in writing, may affect price and schedule, and will not proceed without Customer’s written approval.

12. Force Majeure

Consultant is not liable for delays or failure to perform due to events beyond its reasonable control (including adverse weather, supply chain disruptions, labor shortages, equipment failure, acts of God, or governmental actions). Schedules will be adjusted accordingly.

13. Marketing; Photos

Customer authorizes Consultant to photograph and video completed work for portfolio, website, and marketing (excluding Customer’s private information). Customer may revoke public use by written notice, but Consultant may retain archival records.

14. Communications

Official notices must be in writing and delivered by hand, certified mail, or email to the addresses in the Order. Pricing/quotes are handled via phone or email only; social media messages are not monitored by sales and do not constitute formal notice.

15. Governing Law; Venue

These Terms are governed by the laws of the State of Texas (without regard to conflict-of-laws). The parties submit to the non-exclusive jurisdiction of Texas state courts.

16. Taxes

Unless a valid Texas sales tax exemption certificate is provided, Customer will pay applicable taxes (currently 8.25% for Texas) on taxable goods and services.

17. No Refunds; Custom Work

Because Products are custom fabricated, deposits and amounts paid are non-refundable once fabrication begins or materials are ordered. If Customer cancels, Section 20 (PO Penalties) applies.

18. Products Usage & IP

Upon full payment, Customer owns the physical Products delivered. Consultant retains all intellectual property in its proprietary designs, drawings, and processes; no design IP is transferred unless expressly stated in the Order.

19. Assignment

Consultant may assign or delegate this Agreement without Customer consent to (i) a parent/affiliate, or (ii) a purchaser of all or substantially all assets. This Agreement binds and benefits permitted successors and assigns.

20. Customer Purchase Orders—Cancellation Penalties

If Customer cancels a PO in whole or in part, the following apply to the canceled value (material + labor):

if only rendering has been provided, only a $500 fee within the first five days. 

  • 20% due upon issue of PO or signed contract

  • 50% non-refundable on Customer-supplied material projects

  • 60% due after material is ordered

  • 80% due once fabrication has begun

  • 100% due if fabrication is ≥50% completed

21. Installation; Automation; Third-Party Products

For automated gates, Customer acknowledges responsibility for ongoing maintenance, safe operation, and compliance with local codes. Third-party products (e.g., LiftMaster® operators) are subject to the manufacturer’s warranty only; Consultant passes through such warranties and provides no additional warranties.

22. Safety & Access

Customer will ensure safe, legal access for personnel and equipment, including clear work zones and traffic control if required. If unsafe conditions are encountered, Consultant may pause work until hazards are remedied; additional costs may apply.

23. Entire Agreement; Order of Precedence

These Terms, together with the Order and any signed Change Orders, constitute the entire agreement and supersede prior proposals and communications. In case of conflict, the Order controls, then these Terms.

Payments (Summary)

a) By signing/approving the Order, Customer agrees to pay all amounts due (plus applicable taxes) per the stated milestones and Due Dates.

b) Invoices must be paid per Section 4. Texas sales tax of 8.25% applies unless a valid exemption is provided.

c) Failure to pay by the Due Date may result in suspension of all deliverables/services. Deposits/payments are non-refundable once work begins or materials are ordered.

Contact

Trails West Gate Company

11440 Hwy 290 East

Chappell Hill, TX 77426

📞 (979) 277-9926

✉️ sales@trailswestco.com

🕓 Mon–Thu 7:00 AM–4:00 PM | Fri 7:00 AM–3:00 PM