DEFINITIONS
GENERAL
All quotations are provided in accordance with these Terms of Sale. Any request for Goods or Services by Buyer must first be accepted by Seller before an order is confirmed. Acceptance of an order is expressly limited to these Terms of Sale and any other terms and conditions contained in the quotation. Any additional or different or conflicting terms and conditions contained in Buyer's order request or other response hereto shall be deemed objected to by Seller and shall be of no effect, nor in any circumstances binding upon Seller unless expressly agreed otherwise in writing by an officer of Seller.
GOODS & SERVICES
Buyer accepts full responsibility for the accuracy of the quotation received from Seller, including, without limitation, shipping address, quantity, measurements, and finishes. In requesting Goods or Services, Buyer agrees that it has confirmed the accuracy of all project specific information contained in the quotation received from Seller.
VARIATION, DELAY & CANCELLATION
Orders may not be canceled more than three calendar days after the date the order is placed. Orders canceled after that time will be subject to cancelation fees.
If Seller is prevented from proceeding with the order by reason of delay or suspension of the order by Buyer, all costs reasonably incurred by Seller to that time shall be immediately reimbursed to Seller by Buyer.
A request by Buyer for deferral of delivery shall result in additional costs that will be charged to Buyer. Upon Buyer's request for a deferral of delivery, Seller will complete the Services in process and/or manufacture the requested Goods, invoice Buyer and, upon payment of the invoice by Buyer, Seller shall hold manufactured Goods for Buyer at Buyer's risk and expense. Buyer shall pay Seller reasonable fees for storage of such Goods upon regular monthly invoicing by Seller. Should Buyer fail or refuse to pay such storage fees, the Goods will be deemed abandoned by Buyer.
PAYMENT
Orders totaling less than $25,000 shall be prepaid in full at the time of order. Orders totaling more than $25,000 shall be paid in two installments, one at the time of order and the second at a date to be determined based on manufacturing time, typically 15 days prior to the order shipping. Payments not made on time may result in delay of order shipment and storage fees.
Delinquent payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by applicable law, whichever is lower. Buyer shall pay all of the Seller's costs and expenses (including reasonable collection agency and attorney's fees) in collecting all amounts payable by Buyer to Seller. In addition, in the event that Buyer becomes delinquent in the payment of any sum due to Seller, Seller shall have the right to suspend performance of any pending order(s) for Goods or Services until such delinquency is corrected.
DELIVERY
Unless otherwise stated in Seller's quotation, delivery dates are estimates only and are based, among other things, on the timely receipt of full and final technical information, payment, and approvals from Buyer. Seller shall not be liable for any loss, liability, damages (whether direct, indirect or consequential) or other obligations because of any delay or failure to deliver all or any part of any order for any reason, including, without limitation, Seller's active or passive negligence or any cause beyond the Seller's control.
Seller shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed in writing. Delivery shall be deemed to take place when Seller or its agent have delivered the Goods and/or Services to the point of delivery defined in the quotation. Unless otherwise specified in Seller's quotation, Buyer shall be responsible and assumes all risk for unloading the Goods at the point of delivery.
Additional freight services such as lift gate service or inside delivery are unnecessary and not included with the sale of Goods. The cost of additional freight services received by Buyer are the sole responsibility of Buyer.
Buyer is entitled to 45 minutes for unloading/inspecting Goods. Buyer will be charged $50 for every 15 minute increment (or portion thereof) over the allotted receiving time. If the delivery address is changed by Buyer after an order is confirmed, a reconsignment fee of $100 will be charged to Buyer.
If Buyer is unable to take delivery of Goods when attempted, Buyer will be responsible for all redelivery and storage fees.
INSPECTION OF GOODS
Buyer shall inspect the Goods promptly upon receipt thereof and shall immediately give notice to Seller of any grounds on which Buyer alleges that the Goods are damaged, defective, or not in accordance with this Terms of Sale.
Buyer shall note all damaged and/or missing materials on delivery receipt with the carrier. If Buyer fails to give such notice, the Goods shall be conclusively presumed to be in all respects in accordance with contract and free from any defect that would be apparent on reasonable examination of the Goods; and Buyer shall be deemed to have irrevocably accepted the Goods. Notwithstanding the foregoing, any use of the Goods for any purpose after delivery, including further processing, assembly, modification, or any other work, shall constitute an irrevocable acceptance of the Goods by Buyer.
LIMITATION OF LIABILITY
It is the responsibility of the Buyer to meet or exceed all building code and safety requirements, and to obtain all required building permits. The party installing the Goods is solely responsible for determining and implementing appropriate means and methods for installation techniques in each situation. Seller shall not be liable for any damages arising from improper or unsafe installations of Goods, or from any modification to the Goods made by Buyer or Buyer's agents.
INDEMNITY BY BUYER
To the fullest extent permitted by law, Buyer shall indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs, expenses, suits, debts, actions, proceedings, causes of action, reasonable legal fees and liability of any kind arising in connection with: (1) the injury to and/or the death of any person, or the damage to any property, whatsoever caused or alleged to have been caused in whole or in part by any act or omission of Seller in connection with the provision or installation of the Goods; or (2) the failure of Buyer to perform, or to properly perform, its obligations under this Terms of Sale and/or any other agreement entered into between Buyer and Seller relating to the sale of Goods or Services.
MEDIATION/ARBITRATION
In an effort to resolve any conflicts that arise during the course of the provision or Goods or Services that is the subject of this Agreement, the Buyer and the Seller agree that all disputes between them arising out of, or relating to, this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. If the mediation process is unsuccessful, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration through The McCammon Group using its Arbitration Rules. A single arbitrator shall be used, selected as provided in the Arbitration Rules. The parties shall share equally in the costs of the arbitration. However, the arbitrator may award costs and attorney's fees to the prevailing party. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
GOVERNING LAW & VENUE
This Agreement is subject to the laws of the Commonwealth of Virginia and the laws of the Commonwealth of Virginia apply in any lawsuit or arbitration. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any and all disputes arising between the parties shall be resolved in Spotsylvania County, Virginia whether by arbitration or other legal proceedings, with any legal proceedings occurring in the Spotsylvania County Circuit Court.
ENTIRE AGREEMENT
This Agreement represents the final agreement between the parties. Any prior agreements and understandings between the parties with respect to the matters described herein, whether oral or in writing, are superseded by, and are deemed to have been merged into, this Agreement, unless otherwise expressly provided herein. This Agreement may be amended only by a written document signed by both of the parties.