Purchase Order and Supplemental Terms and Conditions
ACCEPTANCE AND COMPLETE AGREEMENT. Acceptance of purchase by Buyer is made by executing and returning the Purchase Order (“Order”). This order is a complete and exclusive statement of the terms and conditions of the agreement between Seller and Buyer. TERMS – The following terms shall apply: Order Deposit (25%) – Due upon execution of Purchase Order. Upon receipt of Order Deposit, Seller will secure detailed field dimensional data on-site at the Property (Field Dimensions Consultation, “FDC”) and produce shop drawings to be submitted to Buyer for review and approval. Note: Where splashes are included in the order, cutouts for electrical outlets are excluded from fabrication deliverables. Customer may implement outlet cutouts in the field as part of the installation work, or relocate outlets above the splash. Fabrication Deposit (25%) – Due at approval of Shop Drawings by Buyer and receipt of Fabrication Deposit, Fabrication Order will be placed. Any discrepancies, omissions or lack of clarity in drawings, specifications, or purchase orders, must be referred to the Seller for written interpretation before the Fabrication Order is processed. Buyer shall have the right at any time before Fabrication Order to make changes in quantities, in drawings and specifications, and delivery schedules. If such changes cause an increase or decrease in price or in the time required for performance, Seller shall promptly notify Buyer thereof in writing and equitable adjustment shall be made. Changes shall not be binding unless evidenced by a Purchase Order change notice signed by Buyer. Balance (50%) – Buyer invoiced for Balance when order is ready to ship. Balance funds must be received prior to release of shipment. INVOICE AND PAYMENT – An invoice shall be issued for each Deposit and Balance, due upon receipt. No action is taken until invoices have been paid. CANCELLATION – Order may be cancelled by Buyer but all Deposits are non-refundable, and all Order balances are applicable upon Fabrication Order placement. PACKING AND SHIPPING. All goods shall be packed, rated and braced to prevent damage or deterioration in accordance with Uniform Freight Classification Rules and Regulations and Carrier Tariffs. No charges will be paid by Buyer for preparation, packing, crating or cartage unless separately stated in the order. All pricing is exclusive of shipping costs. Seller shall make no declaration concerning value of goods shipped, except at lowest rating. Bill of Lading description of goods shall be described in Uniform Freight Classification of Carrier Tariffs and not by trade or technical name. All excess costs shall be borne by Seller. DELIVERY – Goods shall be delivered to the destination via standard shipping container or sea-worthy crate. Buyer shall be responsible for the offloading goods from delivery vehicle utilizing standard product-care handling practices (available upon request), shall be responsible for storage of goods at the destination , and shall have a three-hour window to affect the entire offloading process. Should Buyer exceed the three-hour offload limit, any additional Extension Fees shall accrue to and be the responsibility of the Buyer. COMPLIANCE - In the performance of this order, Seller will comply with all applicable Federal, State, and local laws and ordinances and all lawful orders, rules and regulations thereunder, including the Fair Labor Standards Act, 1938, as amended (29 U.S.C. Sec 201-219), the Walsh-Healey Public Contracts Act, as amended (41 U.S.C. Sec 34-45),Occupational Health and Safety Act (Pub L 91-596), and all lawful rules and regulations thereunder. TARIFFS, DUTIES AND FEES - Customer is responsible for payment of tariffs, duties, shipping surcharges and import fees (if any). Invoice total does not reflect inclusion of tariffs, duties, surcharges or other import fees, and product will not be released until all duties, tariffs, surcharges, and fees have been paid. ASSIGNMENTS - No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Buyer until its written consent has been obtained. GENERAL INDEMNITY – Buyer shall indemnify Seller and hold Seller harmless from any and all liability, demands, causes of action or claims, whether well founded or otherwise, including the cost of defending the same, for bodily injury to any person or damage to property, either real or personal, of any person whomsoever in any way arising out of, in the course of, or in connection with the goods or services purchased hereunder or the operations of the Seller in carrying out the provisions and terms of this Agreement. WARRANTIES - All goods delivered under this Order will conform to the requirements of this order (including all applicable descriptions, specifications, and drawings), will be free from defects in material and workmanship and will, to the extent not manufactured pursuant to detailed designs furnished by Seller, be free from defect in design and fit for the intended purposes. INSPECTION AND REJECTION. All goods are subject to final inspection and acceptance by Buyer at destination. Such inspection will be made at delivery of receipt of goods. Buyer shall notify Seller if any goods delivered hereunder are rejected, and at Buyer's election and Seller's risk and expense, such goods shall be held by Buyer or returned to Seller. No replacement or correction of nonconforming goods shall be made by Seller unless agreed to in writing by Buyer. FORCE MAJEURE. Seller shall not be liable for any delay or failure to deliver any or all of the goods covered by this purchase order in the event of delay or failure caused by governmental regulations, labor disputes, strikes, war, riots, insurrection, civil commotion, mobilization, explosion, fire, flood, accident, storm or any act of God, failure of crops or supplies, delays of common carriers, embargoes, or other causes beyond Seller's reasonable control. Where Seller claims an excuse of nonperformance under this paragraph, it must give notice in writing to the other party. Seller shall not be obligated to sell nor Buyer obligated to purchase at a later date that portion of the goods that Seller is unable to deliver because of any of the aforementioned causes. No goods are to be tendered by Seller after expiration of the terms specified in this purchase order without consent of Buyer. MATERIALS - All solid surface materials are engineered and factory-machined to be sized, surfaced, polished and bored with cut-outs as required for sinks/basins and faucets. All counter and splash materials are first-grade natural stone (granite) or fabricated material (generic quartz ZStone). Installation sites may include dimensional variance from unit to unit of the same model, and counter product is engineered through discrete design parameters to anticipate most variances. Installation personnel may be required to field trim or make other adjustments as specific site requirements demand. Solid surface product is engineered to account for anticipated variances with components identified for field trim locations in client-approved shop drawings. Engineering efforts cannot provide for all possible site variances, and Buyer indemnifies Seller and holds Seller harmless from any and all liability, demands, causes of action or claims for site or casework dimensional variances. INSTALLATION – Seller provides no installation services, and Buyer assumes all responsibility for product installation and use. Seller may refer qualified installation service providers, but Buyer indemnifies Seller and holds Seller harmless from any and all liability, demands, causes of action or claims, whether well founded or otherwise, including the cost of defending the same, for bodily injury to any person or damage to property, either real or personal, of any person whomsoever in any way arising out of, in the course of, or in connection with the goods or services provided by referred service providers. APPLICABLE LAW - This order shall be governed by the Uniform Commercial Code of Texas. WAIVER - The right of Buyer to require strict performance of this order shall not be affected by any prior waiver of course of performance. SALES TAX - All sales within Texas are subject to sales taxes. CREDIT CARD PROCESSING FEES - All sales effected by credit card shall be assessed a 3.6% processing fee.