Customer Order Terms & Conditions

Terms and Conditions of Sale

1.) Applicability

These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) by Ludowici Roof Tile, Inc. (the “Seller”) to the buyer (the “Buyer”) named in Seller’s order acknowledgement (the “Order Acknowledgement”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with or in addition to these Terms.
The accompanying sales quotation (the “Quotation”), Order Acknowledgement, or invoice, and these Terms (collectively, this “Agreement”) comprise the entire agreement between Buyer and Seller and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Seller hereby notifies Buyer in advance that Seller objects to any terms and conditions in Buyer’s purchase order or other document which are additional to or different than these Terms, whether or not such additional or different terms would materially alter this Agreement. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. If a contract is established through performance or other conduct of the parties, the terms and conditions of that contract will not be deemed to consist only of terms and conditions as to which the parties’ writings agree, but rather these Terms will be a part of that contract and will prevail over the conflicting and/or different terms and conditions of any other document forming a part of such contract. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

2.) Acceptance of Orders

Seller reserves the right to sell or not sell its Goods to any person, and possession of its price lists by any person shall not be or imply an obligation on the part of Seller to sell any of its Goods to the person in possession of such price lists. Orders are subject to acceptance by Seller’s Sales Department in New Lexington, Ohio. Orders once accepted cannot be modified or cancelled by Buyer without Seller’s prior written consent. Failure to notify Seller immediately of any errors or of non-acceptance of these Terms shall constitute acceptance by Buyer. In the absence of written acceptance of these Terms and Conditions by Buyer, acceptance by Buyer of any Goods delivered hereunder shall constitute acceptance of these Terms.

3.) Delivery of Goods; Shipment; Risk of Loss

The Goods will be delivered within a reasonable time after the Estimated Completion Date(s) set forth in the Order Acknowledgement, subject to availability of finished Goods, current business production volumes, production delays, and the availability of shipments and shippers/carriers. Seller shall not be liable for any delays, loss, or damage in transit.
Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to the location indicated in Buyer’s purchase order (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall be responsible for all unloading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point, and will unload and release all transportation equipment promptly so Seller incurs no demurrage or other expense.
Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
Seller will use reasonable efforts to meet delivery schedules, but Seller assumes no liability to Buyer for late delivery. All shipments of Goods hereunder shall be FOB (Incoterms 2020) Delivery Point. Notwithstanding the foregoing, title and the risk of any damage, loss or shortage of or to the goods shall pass to Buyer upon the earlier of delivery of the Goods to the common carrier or payment in full of the applicable invoice, regardless of whether Buyer accepts delivery of the Goods at such time. From the date that Buyer fully pays an invoice, whether or not Buyer has accepted delivery of the Goods, Seller will have no obligation to maintain insurance covering such Goods. Buyer will file any claims for loss, damage or breakage directly with the common carrier in accordance with such carrier’s policies and procedures.

4.) Price; Payment Terms

Buyer shall purchase the Goods from Seller at the prices set forth in Seller’s Quotation and/or Order Acknowledgement (the “Prices”). All Prices provided by Seller in a Quotation are valid for thirty (30) days from the date the Quotation is issued. If a Quotation is not accepted by Buyer issuing a purchase order within such time frame, Seller reserves the right to increase the Prices on any Goods ordered by Buyer, such Goods will be shipped and invoiced at the price in effect at the time of shipment unless the order is paid in advance by Buyer on or before the effective date of such price increase. The effective date of any price change shall be the date such price change is communicated by Seller to Buyer in writing. Any deposits Seller may require for custom, non-price list items, custom patterns, molds, or custom colors are not refundable.
Notwithstanding the foregoing, Seller reserves the right to adjust the Prices in response to any increase in tariffs imposed by governmental authorities that directly affect the cost of the Goods. The price adjustment shall be calculated based on the percentage increase in tariffs as applied to the cost of the Goods.
Subject to Section 5 below, Buyer shall, within [NUMBER] days after Seller issues the Order Acknowledgement, pay a deposit equal to fifty percent (50%) of the Price for the Goods set forth on such Order Acknowledgement. Buyer shall pay the remainder of the Price prior to shipment of the Goods.

5.) Credit

Seller at its option at any time may require advance payment in full for any shipment hereunder, or other satisfactory security. If credit is granted, Seller may invoice Buyer for any order at any time on or after the requested delivery/ship date set forth on the order, regardless of whether the Buyer accepts delivery of the goods at such time. Buyer agrees to pay, if credit is granted, within thirty (30) days from the date of invoice. Seller may charge a 1.5% monthly service charge (or the maximum permitted by law) on any past due unpaid balances. All invoices will be paid without setoff or deduction of any kind.

6.) Taxes

All federal, state, or local sales or use or similar taxes now or hereafter imposed upon the goods sold hereunder, or upon the manufacture, sale or delivery thereof, and all duties and other costs of export shall be for the account of Buyer. The prices on Seller’s price list do not include taxes, levies, or similar charges and are subject to increase if any taxes, levies, laws or governmental regulations, directly or indirectly, increase the cost of manufacture, sale or delivery of the goods.

7.) Freight and Packaging

All packaging and freight costs shall be for Buyer’s account unless otherwise agreed to by Seller. Freight charges may be prepaid by Buyer if specifically requested by Buyer when the order is placed; otherwise, all freight charges shall be paid to the carrier at the time of delivery at the freight rate in effect at the time of shipment. Unless otherwise agreed, all shipments will be made without any means of unloading the material. If Seller arranges for freight or other transportation services, Seller may impose a reasonable additional handling charge.

8.) Storage Fees; Delayed Shipments

Orders that are not shipped by the shipment date, due to customer request or failure to provide shipping information, will accrue a storage fee charge of $250 per week (the “Storage Fees”). The Storage Fees will accrue from the original shipment date but will only be payable if shipment fails to occur within thirty (30) days of the original shipment date. If the order does not ship within thirty (30) days of the original shipment date, all Storage Fees will become payable from the original shipment date and will continue to accrue until paid in full. At Seller’s option, any Goods remaining in storage for more than one hundred eighty (180) days will be deemed abandoned, and Seller may use or dispose of such Goods in any manner without obligation or liability to Buyer. Notwithstanding the foregoing, Seller reserves the right to invoice and/or ship any order of Goods at any time on or after the shipment date set forth in the applicable order. In such event, Buyer shall be solely responsible for any costs or expenses incurred by Seller in the event Buyer rejects the shipment and the shipment must be re-transported to the Delivery Point. Additionally, the Storage Fees provisions set forth above shall apply. Any accrued Storage Fees and re-transportation fees must be paid in full before the order will be shipped to the Buyer.

9.) Buyer’s Acts or Omissions

If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

10.) Inspection and Rejection of Nonconforming Goods

Buyer shall conduct an inspection of the Goods for damage immediately upon receipt of the Goods at the Delivery Point. Buyer shall record any damage discovered on the bill of lading provided by the shipper. Buyer’s failure to record damage to Goods on the bill of lading or to immediately report such damage to Seller shall constitute a waiver by Buyer of any claims arising out of or relating to any such damage.
Buyer, or a building owner, shall inspect the Goods within three (3) days of receipt (the “Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.
If Buyer timely notifies Seller of any damaged Goods or Nonconforming Goods within the applicable time periods listed in Sections 10(a) and 10(b), respectively, Seller shall, in its sole discretion, (i) replace such damaged Goods or Nonconforming Goods with undamaged or conforming Goods, or (ii) credit and refund the Price for such damaged Goods or Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the damaged Goods or Nonconforming Goods to Seller’s facility located at 4757 Tile Plant Road, New Lexington, OH 43764. If Seller exercises its option to replace damaged Goods or Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of the damaged Goods or Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.
Buyer acknowledges and agrees that the remedies set forth in Section 10(c) are Buyer’s exclusive remedies for the delivery of damaged Goods or Nonconforming Goods. Except as provided under Section 10(c), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
Notwithstanding the foregoing, in case of a return made as a convenience to Buyer, which must be authorized in writing from an authorized representative of Seller, Buyer shall pay all freight costs incurred in the movement of Goods from and to Seller’s plant as well as a handling charge equal to twenty percent (20%) of the Price of the returned Goods. Only items shown as “standard” on Seller’s price list will be authorized for return and must arrive at Seller’s plant in saleable condition. In no event will return of Goods be allowed for custom Goods or for Goods that have been in the possession of Buyer and/or the installer/ultimate user for more than thirty (30) days.

11.) Product Changes

Seller reserves the right to alter, modify, or redesign its products without liability of any kind, whether for obsolescence or otherwise.

12.) Limited Warranty

Ludowici Roof Tile Inc. offers a 75-year limited warranty that covers the terra cotta tile itself. This warranty is offered on new tile for completed projects produced and sold from Ludowici’ s factory in New Lexington, Ohio; provided that such tile is not being installed and blended with existing terra cotta tiles. The 75-year limited warranty is provided at no additional charge with the purchase of new terra cotta tile. The terms and conditions of the 75-year limited warranty are outlined at https://ludowici.com/ludowici-difference/warranty/.
EXCEPT FOR THE PRODUCT WARRANTIES SET FORTH IN SECTION 12(a), ALL GOODS ARE SOLD “AS IS,” AND SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY, (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) WARRANTY OF TITLE, OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Products manufactured by a third party (“Third Party Product”), including without limitation fasteners, snow guards, underlayment, etc., may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 12(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY, (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) WARRANTY OF TITLE, OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Claims by Seller regarding Goods sold hereunder must be promptly submitted in writing to Seller, and, if the Goods are in Buyer’s possession, Buyer will make such goods available for inspection by Seller, otherwise Buyer will undertake reasonable efforts to ensure the Goods are made available for inspection by Seller. All claims should refer to the specific order number and shipment or invoice number. If multiple shipments are involved, separate claims should be filed for each shipment. General claims against unspecified shipments will not be accepted. Notwithstanding anything contained in Seller’s limited warranty or otherwise, any claim concerning an alleged defect which is discovered prior to installation of the Goods will be rejected if the Goods are installed prior to resolution of the claim. Buyer’s failure to give notice of any claim within thirty (30) days after the delivery date shall constitute a waiver by Buyer of all claims with respect to the Goods, unless such claim arises from Seller’s express written warranty.

13.) Limitation of Liability

For any claim of any kind against Seller concerning the goods, Buyer will be limited to its rights under any applicable written warranty relating to the goods. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.

14.) Intellectual Property

Buyer acknowledges and agrees that this is a contract for the sale of goods only, and that no transfer of any intellectual property rights is intended. All patents and patent rights, copyrights, trade secret rights, and other intellectual property rights throughout the world associated with the goods (including all drawings and other representations of, or relating to, the goods or their installation) will belong exclusively to Seller and Buyer will have no interest therein.

15.) Force Majeure

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, lightning, epidemic or pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party.

16.) Seller’s Right to Withhold Delivery

Seller hereby reserves the right to withhold delivery of Goods subject to an accepted purchase order submitted by Buyer, including a fully paid purchase order, in the event that any amount owed by such Buyer to Seller that is not subject to a bona fide dispute is past due.

17.) General

This Agreement, the construction of this Agreement, all rights and obligations between the parties, and any and all claims arising out of or relating to the subject matter of this Agreement (including all tort claims), will be governed by the laws of the State of Ohio, without regard to its conflict of laws principles. Seller certifies that the Goods sold hereunder are produced in compliance with the applicable requirements of the Fair Labor Standards Act of 1938, as amended, and the U.S. Department of Labor regulations issued thereunder. Any legal action or proceeding arising out of this contract must be brought and maintained exclusively in a state or federal court located in Franklin County, Ohio or Perry County, Ohio and Buyer consents to such venue and the exercise of personal jurisdiction of these Courts over it.

18.) QUALITY STANDARDS

All tiles shipped are produced in accordance with ASTM C1167-96 for Grade 1 tile. ASTM C1167 – 96 includes but is not limited to the following:

Average 48-hour cold-water absorption below 6% with no one tile greater than 8% in a five-piece sample set.
The exposed tile shall be free from chippage or other imperfections detracting from the appearance of the designated sample when viewed from a distance of 40 feet, under a minimum illumination of not less than 50 foot-candles by an observer with normal vision.
Unless otherwise agreed upon between purchaser and Ludowici Roof Tile, a delivery of tiles shall contain no less than 95% whole tiles. In this specification, the term whole tiles shall be understood to mean tiles meeting the appearance requirements of this specification.
After the tiles are placed in usage, neither Ludowici Roof Tile nor any distributor or contractor shall be responsible for compliance of tiles with the requirements of this specification for dimensional tolerances, finish, texture, or color.
The total variation in dimensions of tiles, when measured in accordance with test methods C67 shall not be more than 5% from the nominal dimension specified by the supplier.
The total variation in weight of tiles when measured in accordance with test method C67 shall not be greater than 10% from the nominal weight specified by the supplier.

19.) ENGINEERING & TESTING

Project specific professional engineering, project specific shop drawings and project specific testing is not included in Ludowici material proposals unless specifically listed on the proposal form as a line item regardless of requirements noted in contract documents provided by customer to Ludowici Roof Tile at the time of the request for pricing proposal. If project specific professional engineering, project specific shop drawings or project specific testing is required to be provided by Ludowici Roof Tile but is not listed on this proposal as a line item, these services will be at an additional fee as determined by the Ludowici Roof Tile partner and/or vendor who will assist in supplying these services

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LAST UPDATED: [May 2025]

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