Sale Terms & Conditions

1. Material sales shall not be subject to retentions of any kind.
2. In the event suit is filed to enforce this agreement, the losing party shall pay to the prevailing party reasonable attorney's fees and court costs.
3. Additional charges will be made for service requiring premium pay to Seller's employees.
4. Title shall remain with Seller until all payments have been made in full. Buyer hereby grants a security interest to Seller in all unpaid goods (“Collateral”), and Seller reserves the right to file UCC1 Financing Statements under Article 9 of the Uniform Commercial Code (the “Code”) to perfect and maintain such security interest. In the event payment is not timely made, Seller shall have all rights of a Secured Party under the Code, including the public or private sale of the Collateral. Seller may require Buyer to assemble the Collateral and make it available to Seller at a place to be designated by Seller which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Seller will give Buyer reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale or any other intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Buyer as set forth herein at least five (5) days before the time of the sale or disposition. Seller may purchase at any such sale, subject to the restrictions of the Code. The proceeds of sale or disposition shall be applied in the manner provided for in the Code. Expenses of retaking, holding, preparing for sale, selling or the like shall include Seller's reasonable attorneys' fees and legal expenses.
5. Interest will be charged at the rate of 1½% per month, or fraction thereof, on all accounts not timely paid in accordance with the terms of sale.
6. If any term, condition or covenant of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall be valid and binding on the Buyers and Seller.
7. Seller's waiver of any term, condition or covenant, or of Buyer’s breach of any term, condition or covenant, shall not constitute the waiver of any other term, condition or covenant or of the breach of any other term, condition or covenant.
8. Except as otherwise expressly stated, all deliveries are to be made FOB Seller’s plant, and all risk of loss or damage shall pass to Buyer immediately upon carrier’s receipt of the materials.
9. Seller's performance shall be suspended during periods when such performance is made impossible or impracticable by reason of the existence of a force majeure (including, but not limited to, any cause beyond the control of Seller such as acts of God or of the public enemy, war, insurrection, mob violence, civil commotion or riots, shortage of labor or material, fires, strikes, lockouts, labor difficulties, earthquakes, typhoons, embargoes, floods, delays by carriers, orders, rules or regulations of any governmental authorities, the imposition of gas rationing or the unavailability of regulation of sources of energy or materials.)
10. This offer to supply materials and services is contingent upon approval of Seller's credit department and Seller's satisfaction that prompt payment will be made in accordance with the terms of the sale contained herein and Seller reserves the right to demand a bond or other evidence of ability to make payment. Further, Seller reserves the right to suspend deliveries and/or services hereunder and/or terminate and cancel this agreement, either before or during performance, if there is a reasonable doubt that Buyer is or will be able to pay his debts as they mature.
11. It is a condition precedent to Seller's duty to perform hereunder that Buyer pay promptly all sums required hereunder when the same are due, and failure to make such payments shall constitute a material breach of this agreement and shall authorize Seller, in addition to any other remedies which Seller has at law or equity, to cease all further work or deliveries and Seller may recover for a breach of the entire agreement.

12. In the event that Buyer issues its own purchase order or subcontract for materials, such purchase orders or subcontracts are accepted by Seller subject to these Terms and Conditions, which are hereby incorporated into any such purchase orders issued by Buyer, unless otherwise specified on the face of this proposal. These Terms and Conditions shall prevail in the event of a conflict between the language hereof and any language contained in Buyer's purchase orders or other documentation.
13. It is understood and agreed that the Seller shall have no obligation to pay for designing, testing, inspecting or any other procedure in connection with any materials furnished hereunder by Seller which is not performed by Seller's personnel. Seller accepts no responsibility for any service so performed and specifically disclaims responsibility for the performance of materials designed, tested or inspected by others.
14. Buyer affirms that it has full responsibility for selecting and obtaining material suitable for any particular purpose and that Seller shall in no manner be responsible to Buyer for any recommendations which Seller may have made. This sale is made without any warranty by Seller that materials are suitable for any particular purpose. Other than such express warranties as may arise from the description of the material set forth on the face of this contract, Seller expressly disclaims any and all warranties, including but not limited to the warranties of merchantability and fitness for intended purpose, and Buyer agrees to take the goods "As Is" and "With All Faults."
15. Buyer's exceptions and claims shall be deemed waived unless made to the undersigned both verbally within 24 hours and in writing within 10 days after delivery of materials. When so made, Seller shall be given reasonable opportunity to investigate same. No product may be returned without seller’s permission and an authorized claim number.
16. In the event goods are found to be nonconforming, Buyer’s remedy is limited to replacement of nonconforming goods or parts at Seller’s option. Seller's liability under this agreement shall in no event exceed the purchase price of the material against which claim is made. Buyer waives any claim for consequential, incidental or punitive damages arising out of this Agreement, whether for nonconforming goods or otherwise.
17. Any delivery time given is approximate. Seller will endeavor to meet all delivery times; however Seller shall be excused for any delay in performance except which has been agreed upon by prior mutual written agreement between purchaser and seller.
18. Errors, whether of clerical, omissions, packing, shipping nature, may be corrected by Seller at any time without liability to Seller.
19. Buyer accepts full responsibility relating to the description of the materials ordered hereunder. Buyer understands and agrees that Seller has not reviewed any plans or specifications relating to the project in which the materials are to be used and Buyer accepts full responsibility for insuring that the description of the product being ordered on the face hereof complies with all plans and specifications required for the project.
20. This agreement contains the entire agreement between Buyer and Seller relating to the project and the provisions of services to the project. Any prior agreements, promises, negotiations or representations not expressly set forth in this agreement are of no force or effect. Subsequent modifications to this agreement must be in writing and signed by both Buyer and Seller in order to be enforceable.