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​Terms and Conditions of Sale​​​​


Last Updated on January 9, 2020​.

1. Contract Terms

All orders for Products or components ("Products") sold by Mechoshade Systems, LLC or by Springs Window Fashions, LLC under its "SWFcontract" program (in either case, the "Seller") must be submitted to Seller in a Seller-approved manner. All orders are subject to acceptance by Seller at its sole discretion, notwithstanding any prior quote or offer to sell. Acceptance of any order by Seller is expressly conditioned on Buyer's assent to the terms and conditions set forth herein ("Terms") and the waiver by Buyer of any terms and conditions contained in any order form, confirmation, shipping request, electronic order via EDI or any other communication of Buyer, whether previously or hereafter delivered to Seller, which either add to, differ from, modify, conflict with or are otherwise inconsistent with any term or condition herein. Seller hereby gives notice of its objection to any such additional or different terms or conditions in any such communication. Buyer's failure to object in writing to these Terms prior to delivery to Buyer of the Products purchased hereunder will constitute agreement by Buyer to these Terms. References herein to "written" communications or documents shall include electronic communications and submissions, such as through an EDI portal. Typographical or clerical errors including but not limited to price lists, quotations, specifications, printed documents or publications, order acknowledgments are subject to change and/or correction and change without notice. These Terms do not constitute a franchise relationship and do not grant any trademark rights or any other expressed or implied license.

2. Products

Seller may furnish substitutes for Products provided such substitutions will not materially affect the technical soundness, design intent or performance of such Products.

3. Pricing

Unless otherwise indicated in writing, prices are for materials and/or fabricated Products only, ex-works Seller's factory, with standard carton packaging and do not include the cost of shipping, installation, shop drawings or other costs, and do not include any federal, state, or local taxes or other taxes as well as duties all duties, import fees or other assessments which are responsibility of Buyer. Costs for special packaging and/or handling requested by Buyer shall be the responsibility of Buyer. Prices and specifications are subject to change without notice. Written quotations expire 180-days from the date of the quotation, unless otherwise specified in the quotation. Seller must agree in writing to any proposed postponement of the delivery date for a previously accepted order, and if so agreed, the price that applies to the order shall be the price in effect on originally scheduled delivery date. Orders are subject to over-runs as defined on the applicable quote and/or order confirmations. In the event that Buyer requests to postpone the delivery date of a previously accepted Order, Seller reserves the right, at its sole discretion, to fabricate, bill, and hold, with payment due from date of invoice, in accordance with credit terms, shipped or unshipped.

4. Order Cancellations and Changes; Returns; Advanced Notifications

Except as otherwise expressly provided herein, all sales are final upon the parties' execution of Seller's written order confirmation and may not be canceled or changed without written approval of Seller, which it may grant, deny or condition at its sole discretion. Without limiting the generality of the foregoing, no Products may be returned to Seller without Seller's prior written authorization. Credit for Products returned with Seller's authorization will be at the original invoice prices less a minimum restocking charge of at least twenty five percent (25%) set at Seller's sole discretion; provided however, that if the returned Products are damaged, discontinued, non-standard or manufactured to Buyer's specifications, or if the order is unusually large (as determined by Seller), then no credit for returned Products will be given. All authorized returns shall be C.I.F. Seller's original point of shipment or such other destination as Seller may specify. Special-order and non-standard items shall be paid in full at the quoted price. Engineering, design, and development charges may also apply. In the event a governmental action (including the imposition of tariffs) materially affects the cost of the sale of Products, Seller may at its option cancel Buyer's order or any part thereof. Any advanced notifications submitted pursuant to Mechoshade Systems, LLC's "Master File" program or Springs Window Fashions, LLC's "Future Sales Order Requirement" (FSOR) program shall be subject to the terms and conditions of those respective programs.

5. Payment and Taxes

All invoices, whether partial or in full, shall be due and payable in full by Buyer pursuant to the terms set forth thereon. Invoices not timely paid are subject to an interest charge of 1.5% per month on any unpaid balance or the maximum rate allowed by law, (whichever is lower), which interest charges shall accrue beginning on the invoice due date. If Buyer (i) becomes insolvent, files or has filed against it a petition in bankruptcy, makes any assignment for the benefit of creditors, or has a receiver or trustee appointed for it or its property, (ii) takes action to liquidate or otherwise cease doing business as a going concern, (iii) undergoes a change in ownership, (iv) fails to provide adequate assurance or security for credit extended, or (v) takes any other action that Seller determines in its sole discretion adversely impacts the conditions under which credit was extended, then Seller may, at its election, (a) cancel all unfilled orders without notice without liability for damages from Buyer and Buyer shall remain liable for all unpaid accounts including service charges; and/or (b) require that all amounts outstanding from Buyer hereunder shall at Seller's option become immediately due and payable. Buyer shall pay all undisputed invoices or portions thereof regardless of any dispute that may exist as to other delivered or undelivered Products. With respect to any disputed invoice, Buyer shall pay all amounts not in dispute. Buyer expressly waives the right to assert any offset or counterclaim with respect to amounts due under any invoice issued by Seller hereunder. Buyer agrees to pay all costs of collection, including (but not by way of limitation) all court costs and reasonable attorney's fees. Seller reserves the right to apply any rebate, unapplied cash, or open credit to unpaid invoices if Buyer's account has a past due balance over 61 days from the due date (as opposed to invoice date) or contains disputed liabilities. Buyer shall make and remit any payments due to Seller without deduction of or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature ("Taxes") now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest, penalties or similar liabilities with respect thereto. If Buyer or any other person is required by any law or regulation to make any deduction of, or withholding on account of, any Taxes from any payment due to Seller, Buyer shall, together with such payment, pay such additional amount ("gross up") as to ensure that Seller receives full payment. Buyer represents and warrants to Seller that the full amount of any such deductions or withholding shall be accurately and timely paid over to the relevant authorities and Buyer shall promptly forward to Seller copies of official receipts or other evidence satisfactory to Seller regarding such payment. Buyer shall also agree to fully indemnify and hold Seller harmless, and reimburse Seller upon its written request, for the amount of any Taxes so levied or imposed and paid by Seller. Notwithstanding the generality of the forgoing, Buyer shall be responsible for the payment of any federal, provincial, state or local tax (excluding taxes based on Seller's income or profits) that results from the transfer of title or sale or delivery of Products hereunder unless a valid and correct tax exemption certificate is furnished to Seller prior to delivery.

6. Credit

At any time and in its sole discretion, Seller may limit, condition or cancel the credit of Buyer and may require cash payment in advance or adequate assurances of performance from Buyer.

7. Shipping and Delivery

Specified delivery dates are Seller's best estimates and are not guaranteed. Seller will use reasonable commercial efforts to ship by the estimated ship date communicated in the order acknowledgement. Deviation from estimated shipping schedules shall not entail penalties or damages including without limitation incidental or consequential damages resulting from late shipments or deliveries, nor shall they be grounds for cancellation of the order. All shipments shall be EX WORKS unless otherwise stated on a quote, order acknowledgement or other Seller-generated document or written communication. Seller shall select the billing, routing, and method of transportation if not specified on Buyer's purchase order and confirmed in writing by Seller. Costs for special packaging and/or handling requested by Buyer shall be the responsibility of Buyer. Seller will not defer deliveries at Buyer's request unless Buyer agrees to indemnify Seller against all loss and additional expense incurred by Seller in connection with such deferred deliveries, including, but not limited to demurrage, handling, storage, insurance and similar charges. Transfer to storage shall be considered delivery for all purposes hereunder, including invoicing and payment and Buyer shall bear all risks of loss or damage to Products during storage. Seller may deliver Products in partial shipments and reserves the right to invoice for partial deliveries. Seller assumes no responsibility for insuring shipments unless specifically agreed to in writing, in which case the cost of insurance shall be for Buyer's account.

8. Title, Risk of Loss and Security Interest

Risk of loss on all Products shall pass to Buyer at the point of shipment. However, Seller shall retain a security interest in the products until fully paid and Buyer agrees to perform all acts, which may be necessary to perfect and assure the security interest in such products by Seller. In the event that Seller wishes to file a security interest in the Products, pursuant to the Uniform Commercial Code or local code requirements, Buyer hereby constitutes and irrevocably appoints Seller its agent and attorney-at-fact for the purpose of executing any and all financing statements, notices and other documents that may be necessary from time to time for Seller to perfect and maintain the security interest reserved herein.

9. Inspection

Buyer shall promptly inspect all Products upon delivery. Any potential claims for damage from freight carrier must be documented in accordance with Seller's published freight claim guidelines and noted immediately upon delivery. Concealed damage must be notified within 5 days of delivery. Anything herein to the contrary notwithstanding, to the extent that any defects, shortages or nonconformities in Products are discoverable by inspection upon delivery of Product to Buyer, all obligations of Seller to Buyer with respect to such defects, shortages or nonconformities shall be deemed as satisfied, and all Products shall be deemed to be free of such defects, shortages or nonconformities, unless Buyer notifies Seller of such defects, shortages, or nonconformities in writing prior to the installation of the units and not more than sixty (60) days after the date of delivery. Without limiting the generality of the foregoing, prior to installing Products, Buyer shall visibly inspect the Products for damage and check the Products for correct configuration and proper fit in accordance with Seller's installation instructions. Anything herein to the contrary notwithstanding, Seller shall not be liable for any loss, damage or expense resulting from the installation of damaged Products or Products of incorrect length or improper fit.

10. Limitation of Damages and Remedies

The sole and exclusive remedy of Buyer and the sole and exclusive obligation of Seller for any breach of contract claim that Products delivered do not conform to the accepted order shall be either the return of consideration paid by Buyer to Seller for such non-conforming Product, or upon Seller's election, the delivery of conforming Products to Buyer. With respect to Seller's noncompliance with any other obligation of Seller hereunder, the sole and exclusive remedy of Buyer and the sole and exclusive obligation of Seller will be as Seller in its sole discretion will determine as follows: (1) Seller may elect to cure such noncompliance within a reasonable period of time, or (2) if Seller fails to cure such noncompliance, Buyer may recover an equitable amount not to exceed the aggregate of the amounts paid by Buyer to Seller for the Product that was the subject of Seller's noncompliance. Such limitation shall apply regardless of whether Seller's liability arises in contract, tort (including, without limitation, negligence or strict liability) or otherwise, and Buyer releases Seller from all claims and liabilities in excess of this limitation. Buyer waives all other remedies, statutory or otherwise, including, without limitation, the remedies of specific performance and replevin. Any action brought by Buyer in connection with Seller's performance hereunder must be commenced within six (6) months after such cause of action accrues or it will be deemed waived. In no event shall Seller be responsible for consequential, incidental, indirect or special damages or for the costs of labor, freight, installation, reinstallation, or removal of Seller Products or components, access to the work, including, but not limited to, travel to and from the site, ladders, rigging, or scaffolding of any type, or penalties or liquidated damages imposed by general contractors or other third parties.

11. Warranty

Seller's warranty appears on the Products, in the packaging containing the Products or on its website and is conditioned upon installation in strict compliance with Seller's specifications and recommendations. Should any Products covered by this warranty prove defective during the warranty period, Buyer shall notify Seller in writing of such defect promptly, but in no event later than thirty (30) days after discovery, or ten (10) days after the expiration of the warranty period, whichever is first to occur. Seller's sole obligation, and Buyer's exclusive remedy, under the warranty shall be limited to the repair or replacement, at Seller's option, of any Product or component thereof covered by the warranty which proves defective in materials of workmanship during the warranty period; provided, however, that Seller shall have no obligation with respect to any such defect unless Seller is given written notice of the defect in the manner and within the time provided above. If any defective Product or component thereof covered by this warranty requires repair or replacement, Buyer shall obtain a written return authorization from Seller and thereafter deliver the defective Product or component to Seller's warehouse, or to such other destinations as Seller may specify. No claim against Seller shall be allowed for Products returned hereunder without Seller's written authorization. The repair or replacement of any Product or component pursuant to the warranty shall not extend the term of such warranty beyond the applicable warranty period. EXCEPT AS EXPRESSLY PROVIDED IN THIS PARAGRAPH, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF ANY PRODUCTS FOR ANY PARTICULAR PURPOSE, AND HEREBY DISCLAIMS THE SAME. The warranty shall not apply to: (i) normal deterioration due to wear and tear, (ii) alterations or modifications in a manner not authorized by Seller in writing, (iii) defects in the systems or application In which the Products are installed, or (iv) any damage to or any failure of any Products resulting from acts of God or conditions beyond reasonable control of Seller, including (but not by way of limitation) accidents, fire, misuse, abuse, negligence, improper installation, modification, alterations, tampering, vandalism or failure to properly maintain or service Products. In addition, the obligations of Seller under this paragraph shall not include payment for (i) the cost of maintenance, adjustments, installation, and startup, (ii) living and traveling expenses of persons performing warranty service, (iii) labor costs for the removal of Products from their application and reinstallation, (iv) overtime labor requested by Buyer, or (v) other miscellaneous expenses incurred by Buyer.

12. Force Majeure and Time of Delivery

Seller is not liable or responsible for delay or failure to perform any of Seller's obligations to make delivery of Products occasioned by (a) any cause beyond its reasonable control, including, without limitation, a labor dispute, industry disturbance, fires, unusually severe weather conditions, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions or sabotage, civil unrest, riots, lack of supplies, terrorism, delay in transportation, governmental, regulatory or legal action, act of God or (b) by acts or omissions of Buyer, including, without limitation, Buyer's failure to promptly comply with the terms of payment ("Excusable Delays"). The date of delivery must be extended for a period equal to the time lost by reason of any of the Excusable Delays. Buyer's acceptance of the Products shall constitute a waiver of any claim for late delivery.

13. Indemnification

Buyer shall defend, indemnify, and hold Seller harmless from and against any and all claims, demands, liabilities, losses, costs and expenses (including, without limitation, reasonable attorney's fees and costs of investigation), irrespective of the theory upon which based (including, without limitation, negligence and strict liability), Seller may suffer or incur as a result of any claims, demands, or actions against Seller by third parties arising out of the sale, delivery, installation or servicing of Products sold or delivered to Buyer hereunder or in connection with their use, condition, possession, installation, ownership, selection, transportation, loading unloading, maintenance or return, including, without limitation, claims for injury to person or property (including death); provided, however, that Buyer shall nave no liability to Seller hereunder for damages, losses or expenses resulting solely from Seller's negligence.

14. Compliance with Laws, Regulations & Orders

Buyer warrants that it will comply at all times with all applicable laws, ordinances, rules and regulations and when requested, shall furnish evidence to Seller of such compliance, including without limitation U.S. laws and regulations relating to exports, export controls, and foreign corrupt practices.

15. Assignment

Buyer may not assign all or any portion of its rights hereunder, or delegate or subcontract all or any portion of its obligation hereunder, without the prior written consent of Seller. The rights, restrictions and obligations hereunder shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

16. Severability

The invalidity, in whole or in part, of any article or paragraph hereof shall not affect the validity of the remainder of such article or paragraph or of any agreement resulting therefrom.

17. Governing Law; Jurisdiction

The validity, construction and performance of these terms are governed by, and must be construed in accordance with, the laws of the state of Wisconsin, without regard to its conflicts of law provisions. The U.N. Convention on Contracts for the International Sales of Goods does NOT apply to these terms and all of these terms must be construed in accordance with the Uniform Commercial Code as enacted in the State of Wisconsin. Buyer irrevocably submits and agrees to the jurisdiction of the state and federal courts of the State of Wisconsin in any action, suit or proceeding related to or in connection with these terms or the Products.​​


Terms and Conditions of Use

Last Updated on August 11, 2016​.

These Terms and Conditions (the "Terms") govern your use of this website operated by or for Springs Window Fashions, LLC ("SWF" and sometimes referred to as "we," "us," or "our") as well as all of the information, features, products, and services offered at such website (collectively, the "Site"). The Terms also incorporate by this reference the terms of our Privacy Policy. Your use of the Site is governed by the Terms regardless of how you access the Site. Additional terms and conditions may also apply to specific portions, services, or features of the Site, including software which may be downloaded from the Site. All such additional terms and conditions shall be identified in connection with the portions, services, or features of the Site to which they pertain.

By accessing or using the Site, you acknowledge that you have read, understood and agree to be bound and abide by the Terms and the Privacy Policy. If you do not agree to the Terms and our Privacy Policy, you are not authorized to use or access the Site.

Changes to the Terms

We may make changes to the Terms from time to time and at any time without notice to you by posting modifications to the Terms at the Site. All changes are effective immediately when we post them. By using the Site following such changes, you agree to be bound by such changes. Please check the Site periodically to familiarize yourself with any changes that may have been made to the Terms. You can determine when the Terms were last changed by checking the "Last Updated" reference above.

User Eligibility

The Site is offered and available to users who reside in the United States or any of its possessions or territories, and are at least the age of majority in your jurisdiction of residence. By using the Site, you represent and warrant that meet the foregoing eligibility requirements. If you do not meet all of these requirements, you are not authorized to use or access the Site.

Proprietary Rights

All elements comprising the Site, including without limitation, the text, site design, logos, graphics, icons, images, software, and sounds as well as the selection, assembly, and arrangement thereof (collectively, "Content") are the sole property of SWF or its licensors, and are protected by applicable U.S. and international intellectual property laws. SWF and its licensors expressly reserve all intellectual property rights in all Content.

The collection, selection, and arrangement of the Content on the Site is the exclusive property of SWF and is protected by U.S. and international copyright laws. Copyright 2014 Springs Window Fashions, LLC. All rights reserved.

The trademarks, service marks, trade names, and logos appearing on the Site (collectively, "Trademarks") are owned by SWF or others. SWF’s trademarks include, without limitation, Bali® and Graber®. All rights in such Trademarks are reserved by their respective owners.

Use of Site and Restrictions

Subject to your compliance with the Terms, permission is granted to you to use the Site for your own personal non-commercial use, or directly in connection with your authorized sales and marketing of SWF products. You may download, print, and copy Content for such purposes only, provided you do not modify or alter the Content or violate the Terms in any way. Any other use is strictly prohibited. Without limiting the foregoing sentence, you will not: (i) modify, revise, translate, or create any derivative works of the Site or any of its Content; (ii) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code for the Site; (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Site or any of its Content; (iv) remove or alter any proprietary notices, legends, symbols, or labels in the Site, including, but not limited to, any trademark or copyright notices; (v) transmit a virus or other destructive mechanisms to the Site or Site users; (vi) create a database by systematically downloading and storing any Content from the Site; (vii) use an automated search/retrieval application (e.g., a robot or spider) or device to access, scrape, data mine, or index the Site or any portion of the Site without our express written consent; (viii) take any action that imposes an unreasonable or large load on the Site or makes excessive traffic demands of the Site; (ix) attempt to gain unauthorized access to the Site or any of the servers on which it is hosted; (x) frame or mirror all or any portion of the Site; or (xi) otherwise attempt to interfere with the proper operation of the Site.

Your permission to access or use the Site or any Content immediately terminates in the event you breach any of the Terms. Any rights not granted to you in the Terms are expressly reserved by us.


To access the Site or some of the resources available on the Site, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all of the information you provide on the Site is correct, current and complete. You agree that all information you provide to register with the Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Policyand you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to, or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of the Terms of Use.

Communications with Us

By sending us any ideas, comments, suggestions, questions, or other material, you grant us an unrestricted, royalty-free, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such material in any manner, including in connection with our business, and you also agree that we are free to use any ideas, concepts, know-how, or techniques that you send us for any purpose.

You agree that no comments or other information submitted by you to us will violate any personal or proprietary right of any third party (including, without limitation, copyright, trademark, or trade secret rights). You agree that you shall remain solely liable for the contents of any comments or other information submitted by you to us. You also agree that, except as otherwise may be set forth in the Privacy Policy, we are under no obligations of confidentiality, whether express or implied, with respect to any ideas, comments, suggestions, questions, or other material you send us.

Color Disclaimer

Due to many differences, we cannot guarantee that the colors shown on the color range will match exactly the actual color of the blind or shade. Many variables can alter the color you see as you view our website. The majority of computer monitors display up to millions of colors and the human eye can only decipher a very small fraction of those colors. And with that small fraction, we all see them in a different way. Monitors have inherent limits, and electronically reproducing color on the Internet is imprecise. As a result, we cannot assure you that what you see accurately portrays the color.


The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, or by anyone who may be informed of any of its contents. We may update the Site from time to time, but the Content is not necessarily complete or up-to-date. Any of the Content on the Site may be out of date at any given time, and we are under no obligation to update such material. Certain products shown on the Site may not be available in your area.

Third Party Sites

The Site may include links to websites or applications operated by third parties. We make no representations whatsoever about any third party websites or applications that you may access through the Site. Your use of such sites or applications is at your own risk.


Any and all links to our Site must be approved by us in writing, except where: (i) the link is a text-only link containing only the name,, or; (ii) the link is to,,, or; (iii) when activated, the link will display the Site on the full-screen and in a fully operable and navigable browser window and not within a “frame” on the linked third party site; (iv) the appearance, position, and other aspects of the link may neither create the false appearance that a third party or its activities, products, or services are endorsed by, associated with, or sponsored by us; and (v) the appearance, position, and other aspects of the link does not damage or dilute the goodwill associated our names or trademarks.


You agree to indemnify, defend, and hold harmless SWF, its subsidiaries, affiliates and their respective officers, directors, managers, employees, agents, representatives, suppliers, and content and service providers from, and against, all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from your use of the Site, your violation of the Terms, or any activity related to your use of the Site.

Disclaimers; Limitation of Liability



Applicable Law

The Site is controlled by SWF from its headquarters in Middleton, Wisconsin. Your use of the Site shall be governed by the laws of the State of Wisconsin without regard to its choice of law principles. You agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Dane County, Wisconsin with respect to any legal proceedings arising out of the Terms or your use of the Site.

Waiver; Severability

No delay or omission by SWF in exercising or enforcing any right under the Terms will operate as a waiver of that, or any other right. If any provision in the Terms is held invalid, the remainder of these Terms shall continue to be enforceable. If any provision in the Terms is deemed unlawful, void, or unenforceable, then that provision is deemed severable from the Terms and the remaining provisions are still valid and enforceable.


You acknowledge that the Site, or any services or materials provided on the Site, may be modified, updated, interrupted, suspended, or discontinued at any time without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

We may close your account, suspend your ability to use all or certain portions of the Site, and/or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing or using the Site. The Terms remain in effect even after your account or ability to access the Site is terminated.​​​