| TERMS AND CONDITIONS FOR SALES OF COMPONENT PARTS |
DEFINITIONS:
As used herein, the Component Order and any attachments thereto
shall collectively be referred to as the "Component Order"; the
company or person to whom the Component Order is addressed shall be referred to
as the "Buyer"; American Steel Buildings, Inc. shall be referred to as
the "Seller"; and the equipment, materials, goods, or chattels with
respect to the contents of the order shall be collectively referred to as the
"Goods". The titles to each of the various paragraphs are included for
convenience or reference only and shall have no effect on, or be deemed as part
of, the text of this agreement.
CONTRACT:
Buyer's signature on a Component Order for Component Parts
acknowledges that Buyer has read and understands the following Terms and
Conditions for Sales of Component Parts and agrees to each term or condition as
stated. No oral agreement or other understanding shall in any way modify the
Component Order or the terms and conditions herein; written modifications, to be
effective, must refer to the Component Order number to be modified. In the event
that terms or conditions stipulated by Buyer are inconsistent with Seller's
Terms and Conditions, Seller's Terms and Conditions shall govern. If Buyer is a
legal entity, including, but not limited to, a corporation, limited partnership
or joint venture, Buyer represents to Seller that this agreement and its
execution have been duly authorized by all necessary entity officers and
proceedings.
ORDER ACCEPTANCE:
All Orders of Component Parts must be documented by a written
Component Order and signed by Buyer AND Seller for a valid Component
Order/contract to exist. A faxed, signed, copy of a Component Order shall act as
an original. Buyer's signature on the Component Order signifies that (1) Buyer
has checked the Component Order for accuracy (2) Buyer agrees to timely accept
the component parts, as Itemized In the Component Order, when fabrication is
completed, and (3) Buyer agrees to timely pay the agreed price as stated on the
Component Order. Seller's signature on the Component Order signifies that Seller
agrees to fabricate the order in a workmanlike manner.
CHANGES/CANCELLATIONS:
Orders are specially fabricated to Buyer's specifications and
fabrication of an order could begin within the hour of order acceptance. Any
change or cancellation of an order shall be made promptly and in writing, signed
by both Buyer and Seller, and referencing the Component Order number of the
order to be changed or canceled. If written cancellations or changes are made by
FAX, Buyer must obtain signed verification from Seller that the cancellation was
received in order for the cancellation or change order to be valid. Seller
agrees to process this cancellation and/or change order in a timely manner.
Buyer agrees to pay for any goods fabricated on the order prior to processing
the cancellation and/or change order. Any fabrication change may delay the date
of delivery.
FABRICATION LEAD TIME:
Orders for fabricated goods are normally ready to load in three (3) to
ten (10) working days. This completion schedule depends on the type of goods
ordered and the current order backlog and is not guaranteed. If shipment of any
part of the order is delayed or is not in accordance with the order, the Buyer's
obligation to accept the remainder of the goods shall not be affected.
PRICING:
All prices quoted are net F.O.B. Seller's plant, with payment in
lawful currency of the USA, in Jacksonville, Florida. Prices in Seller's book
are subject to change without notice and should be verified. Current prices must
be obtained by calling Seller for a quotation. All quotations are for acceptance
within fifteen days. After fifteen days, prices are subject to change without
notice.
SALES OR USE TAX:
Prices quoted do not include applicable sales or use taxes, and Seller
shall charge Buyer the applicable tax unless a valid sales or use tax exemption
can be verified prior to goods shipment or pickup. Buyers placing orders
for resale can verify an exemption by providing Seller with a signed copy of
their original resale certificate. Buyers wishing to obtain other tax exemptions
can verify that exemption by submitting written documentation stating the reason
for exempt status.
MINIMUM ORDER SIZE FOR COMPONENT PARTS:
Minimum charge for any fabricated order is $25.00. Minimum charge for
any stocked item order is $10.00.
PAYMENT TERMS:
Shipments and delivery shall be subject to approval by Seller's Credit
Department and Seller reserves the right, previous to delivery, to require from
Buyer satisfactory security for performance of Buyer's Obligations.
All deferred payments shall bear interest from time they are due until paid at the rate of six percent (6%) per annum, and if collection of the account requires any legal counsel or procedures, Buyer agrees to pay reasonable attorney's fees plus Interests, costs, and any other damages as may be allowed by law. No failure of the Seller to exercise any right occurring from default of the Buyer, shall impair the Seller's rights in case of any subsequent default.
This Component Order/contract shall be deemed to have been made and entered into in the State of Florida and shall be enforced, interpreted and consented according to the laws of the State of Florida and shall be enforced, interpreted and construed according to the laws of the State of Florida. Any and all obligations and payments are due and performable and payable in Duval County, Florida, and Buyer and Seller agree that venue, for purposes of any and all lawsuits, causes of action, arbitrations, or other disputes shall be in Harris County, Florida.
FORCE MAJEURE:
Seller shall not be responsible for any delays occasioned by
transportation difficulties, priorities of any kind, strikes, failure of
equipment, accidents, weather, war, acts of God, or any other causes beyond
Seller's reasonable control, and no penalties or liquidated damages are provided
for herein, and in no event shall Seller be liable for any special or
consequential damages.
TITLE AND RISK:
Title to the goods shall pass to Buyer upon Shipment or at the time
the goods are picked up at Seller's plant.
FREIGHT ARRANGEMENTS:
When requested by Buyer, Seller will make every effort to arrange
shipments via what Seller considers, but does not warrant, to be a reliable,
insured, bonded trucking company with well-maintained equipment and responsible
drivers who will arrive with the Buyer's order on the day and time the Buyer
requests. However, Seller shall not be responsible for delays, damages or
injuries of any kind resulting from transportation problems. If this is
unacceptable, Buyer has the option of picking up his order himself. (See Buyer
Pick-up).
C.O.D. SHIPMENTS:
Seller does not include freight charges in the price quotation. C.O.D.
Account orders that require shipment via LTL or flatbed truck lines will incur a
C.O.D. charge from the freight carrier upon goods arrival. This is payable to
the freight carrier on FREIGHT COLLECT shipments, or to Seller on FREIGHT
PREPAID shipments. Cash or Cashier's Check, payable to American Steel Buildings,
Inc., shall be the method of payment for C.O.D. shipments unless prior
arrangements have been made through Seller's Credit Department to accept a
personal or company check. Full payment of the C.O.D. contract amount, plus
taxes and freight charges must be made to the truck driver before any
goods can be unloaded. Seller reserves the right to approve the freight carrier
to be used on all C.O.D. shipments.
BUYER PICK-UP:
Buyers may pick up their goods at Seller's plant. Seller's Shipping
Department normally loads on a first-come, first- serve basis, beginning at 6:00
a.m. Monday through Friday (excluding holidays and inventory days). Buyers
picking up large orders should be in the Seller's plant no later than 2:00 p.m.
while small orders must be in the Seller's plant no later than 4:00 p.m. Buyer
should call ahead to verify this loading schedule. Loading, depending on the
quantity and types of goods, may take several hours or more. C.O.D. orders shall
not be loaded until the order to be loaded is paid in full. Buyers are
responsible for sending suitable vehicles, capable of hauling the size and
weight of the Buyer's order. Since Seller loads with overhead cranes and
forklifts, a flatbed trailer without side boards is most suitable. Seller cannot
load open end, closed trailers, such as horse trailers. Seller shall not be
responsible for damage incurred to a vehicle or goods if the vehicle provided is
inappropriate or inadequate for hauling the order.
Seller will load goods for pick up, but Buyer shall be responsible for providing a method for securing the goods to the vehicle and for securing the goods. Seller does not sell ropes, straps or other devices to secure goods for transport. Seller shall not be liable for any damage or loss of goods, vehicles or persons caused from unsecured or improperly secured goods shifting or failing from Buyer's vehicle during transport, or caused from Buyer rearranging or loading goods. Loading or rearranging of goods by Buyer shall not be allowed on Seller's premises.
Seller requests that a Buyer's vehicle or trailer be empty of all goods prior to loading. Seller will not re-arrange any existing goods on Buyer's vehicle or trailer. Seller will not block over any existing Buyer goods in order to load Seller provided goods on top. Seller may refuse to load a Buyer's order if risk to other Buyer goods is thought possible by Seller.
PARTIAL ORDERS:
Partial Pick-ups are occasionally allowed, at Seller's discretion.
Partial pick-ups shall be pre-approved in writing. In cases where partial
pick-ups are part of a C.O.D. order, payment for the entire order balance shall
be due on the initial pick up. Buyer shall be responsible for any additional
freight charges for multiple pick-ups.
COMPLETED ORDERS NOT SHIPPED OR PICKED UP WITHIN 30
DAYS:
Any Order which has not been shipped or picked up within 30 days of
completion risks damage from prolonged storage and excessive handling within the
loading area. Seller shall not be responsible for any damage to, or loss of, any
part of such an order. Any part of such an order irreparably damaged or lost
must be reordered and prepaid at current prices by Buyer. Seller shall not be
responsible for any charges due to delays, increased goods costs, or additional
freight incurred on the replacement order. Any unpaid account of an order
specially fabricated and not shipped or picked up within 30 days may be turned
over to an attorney for collection of the entire agreed price of the order, plus
attorney fees and any other interests, costs and damages as may be allowed by
law.
BILL OF LADING:
Buyer is responsible for checking to see that he received the goods
listed on the Bill of Lading and for notating any obvious shortages or damages
on the Bill of Lading prior to signing for the goods. Failure to indicate
visible shortages or damages on the signed Bill of Lading shall immediately
waive any claim of shortage or damage. It is Buyer's responsibility to retain
the Bill of Lading. Loss of the Bill of Lading shall also waive any claim of
shortage or damage to goods.
SHORTAGES/DAMAGES:
Any shortages or damages not readily discernable at the time of
shipment or pick up must be reported to Seller within seven days after the date
of shipment or pick up to be actionable. In the event that Seller was
responsible for the shortage/damage, Seller will send the goods to the job site
via a reasonable cost shipping method of Seller's choice. Seller shall not send
Items via overnight air freight or direct hotshot truck lines unless the Buyer
prepays for such service.
REFUNDS / CREDITS:
Buyers may receive a refund or credit, minus the restocking fee, on
authorized returned goods or on deposits placed on orders that are canceled
prior to fabrication. Seller will credit the account of "Open Account"
Buyers or issue a check to "C.O.D. Accounts". Credits will be
processed within seven calendar days after the return. Refunds, if payment was
in cash or Cashier's Check, will be processed within three calendar days.
Refunds, if payment was by personal or company check, will be processed within
three calendar days after Seller has verification that the Buyer's check has
cleared the Buyer's bank.
ITEMS SOLD AS "REJECTS" OR
"SECONDS":
Items sold using the term "Reject" or "Seconds" in
the description are not returnable for any reason. These are not first quality
goods and may not be compatible with or match the color of first quality goods.
Certain lots of colors may never be available again. Defects may include shape,
color, size, gauge or any other reason. Seller is not responsible for
identifying the specific defect. These goods are sold on a first-come,
first-served basis without a warranty of any kind.
SPECIAL ORDER ITEMS:
Special order items may be subject to a deposit before the order will
be processed. These items are not returnable and cannot be canceled once
Seller's supplier has fabricated and/or shipped these items. It is Buyer's
responsibility to determine which items are special order.
MATERIAL TAKE-OFFS:
Seller does not offer this service, except on 24 GA Standing Seam roof
systems. To keep prices as low as possible, the list of materials required is
always the Buyer's responsibility. Salesmen will offer information on its
products which Buyer needs to compose the list, but under no circumstances will
Seller be responsible for a goods take-off.
ENGINEERING ADVICE:
Seller does not offer engineering advice through Component Sales.
Section properties on panels and standard Zees and Cees are available, upon
request, so the Buyer's Engineer can determine the necessary design for the
desired application, but Seller shall not be responsible for any damage or
injury resulting from design problems of any kind.
ERECTION DRAWINGS:
Seller does not supply erection drawings for Component Sales, except
on 24 GA Standing Seam roof systems.
PROFESSIONAL INSTALLATION RECOMMENDED:
Seller's goods should be installed by qualified professionals. If
Buyer is not a qualified professional himself, Buyer should hire an erector who
is trained and experienced with installing and erecting steel building
materials. Seller shall not be responsible for damages to property or injuries
to persons due to negligent or improper installation by any person.
COLOR MATCH:
Seller's standard colors for panels and trim may not match colors
offered by competitors, even though the color name may be exactly the same. It
is Buyer's responsibility to match colors to existing goods before ordering from
Seller. Color charts are available on request.
RED OXIDE PRIMER:
Seller's standard red oxide primer is intended to be an impermanent,
provisional coating for short-term field protection only. Seller is not
responsible for the standard red oxide primer's compatibility to any finish coat
applied by the Buyer. Bundling, loading, shipping, the weather, and other
conditions can cause abrasion and rust on primed goods which may require repair
and a second coat of primer by Buyer. Seller shall not be responsible for the
appearance of paint applied by Buyer.
MISCELLANEOUS:
In the event that one or more of the provisions hereof shall for any
reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof, and this Component
Order shall be construed as if such invalid or unenforceable provision had never
been contained herein.
WARRANTY:
Seller warrants its products against failure due to defective goods or
workmanship, for one (1) year provided that Seller's liability shall be limited
to the repair or replacement of defective parts, F.O.B. Buyer's job site
(dismantling and installation are not included). Seller does not warrant
products which are not manufactured by Seller except to the extent of the
warranty Seller receives from the supplier. Seller makes no warranty, express or
implied, as to the merchantability or fitness for any particular purpose of the
goods sold under this contract. Claims for defective goods must be made to
Seller, in writing, within seven (7) days after the date of shipment, or shall
be conclusively waived. Unless specified in writing, Seller makes no other
warranty, express or implied, and Seller's liability shall be limited to this
paragraph. Seller shall not be liable for any direct or consequential damages
which Buyer may suffer.
The parties below acknowledge that they have read and understand American Steel Building, Inc.'s Terms and Conditions for Sales of Component Parts and agree to abide by the terms and conditions as stated.
| BUYER: Agreed to and Accepted by Buyer:
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SELLER: Agreed to and Accepted by Seller at Jacksonville, FL:
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