This agreement represents the entire and integrated agreement between the parties here to and supersedes all prior negotiations, representations, or agreements, either written or oral. This agreement shall be governed by the laws of the State of California.
Terms and Conditions of Sale
1. FORM OF QUOTATIONS AND PROPOSALS - Purchaser's execution of this form or proposal shall be considered a firm order for the purchase of the products described herein, and shall be considered a firm order for the purchase of the products described be subject to approval and acceptance in writing by an authorized officer of Conley's Manufacturing & Sales (hereinafter called Conley's.) Prices, terms, and specifications stated verbally or on any quotation forms or price list or proposal form are subject to change without notice and are not binding on Conley's unless so accepted in writing by Conley's. Upon final acceptance, Conley's will commence fabrication and shipment of the materials ordered in accordance with the terms hereof, and an executed copy of the agreement will be returned to Purchaser. This agreement will then constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings between the parties. Any modifications, additions or deletions shall not be binding upon Conley's unless accepted in writing. All orders, representations, or agreements made by sales representatives or other agents of Conley's shall be subject to final approval and acceptance in writing by an authorized representative of Conley's.
2. TERMS OF SALE: As Per Sales Contract - Purchaser agrees to make prompt payment of all invoices in accordance with the terms specified in this agreement, whether the invoices so presented comprise the entire order, or only part of such order. In the event of change of circumstance, Conley’s reserves the right to revise credit terms or upon demand to receive additional security from Purchaser. If, in Conley's judgement, reasonable doubt exists as to Purchaser's financial responsibility, or if Purchaser is past due in payment of any amount owing to Conley's, Conley's reserves the right without liability and without prejudice to any other remedies, to suspend its performance, decline to ship or stop any materials in transit until Conley's receives payment (whether or not due), or adequate assurance of such payment, owing to Conley's.
Credit Terms accepted by Conley's Manufacturing & Sales with respect to one order shall not bind Conley's to accept similar terms on subsequent orders. The Buyer, any higher-tier contractor, or the owner of property to which the products described herein may become affixed, will not be released from liens or claims of any kind unless and until such products have been fully paid for.
A late payment charge will be made on all past due balances, and will be computed at the rate of 1.5% per month, (which is an annual percentage rate of 18%) or the maximum legal rate, whichever is lower.
Purchaser agrees to pay all costs of collection (including attorney's fees) incurred by Conley's if this invoice is not paid when due.
Payment for materials delivered and/or labor performed may not be withheld due to pending claims on previous contracts.
3. TAXES - Any taxes which Conley's may be required through assessment or otherwise to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of any of the products or services covered hereby including receipts from sales or services will be for Purchaser’s account, and if paid, or required to be paid by Conley’s, the amount thereof will be added to and become a part of the price payable by the Purchaser.
4. PERFORMANCE: Delivery of Goods – Unless specified by Purchaser, delivery shall bemade by carrier selected by Conley's either in lots or by single delivery. In the event Conley's is delayed in making delivery of goods purchased hereunder due to any cause beyond the reasonable control of Conley's including but not limited to strikes, fires, floods, wars, accidents, delays or default of a supplier or sub-contractor, government regulation or disruption due to failure of production facilities and/or any other form or casualty or act of God, the delivery date shall be extended for such reasonable time as may be required to allow for such delays, provided that Conley's shall in no event be responsible for costs of production, materials, labor or over head incurred prior to receipt of written notice from Purchaser of its desire to stop production of a delayed order. In the event of any delay in delivery due to any cause beyond the control of Conley's, Purchaser agrees either to accept delivery at such time as delivery can be effected, or at his option, to compensate Conley's for all costs of production, including but not limited to costs of materials, labor, and overhead, incurred up to the time Conley's receives written notice of Buyer's desire to have production of the order stopped. Under no circumstances will delay in performance by Conley's excuse Purchaser from making prompt payment for goods delivered prior to such delay.
5. ARBITRATION - Any controversy or claim arising out of or relating to this Contract or any breach thereof, shall be settled exclusively in accordance with the rules of the American Arbitration Association, and judgement upon the award may be entered in any court having jurisdiction thereof. The venue for any arbitration proceedings shall be in Montclair, California.
6. RESPONSIBILITY FOR ERECTION - Unless specifically covered by this proposal, or in an addendum hereto, Purchaser alone shall be responsible for the cost of and arrangements for erection of the product sold hereunder, and for conformance with all applicable laws and ordinances.
7. DRAWINGS - If specified by the Purchaser and covered by the proposal contained herein, Conley's will, with reasonable promptness after acceptance or this order, prepare and furnish to Purchaser adequate drawings for the acquisition of necessary permits and licenses required for the erection of the product Purchaser shall be responsible for checking and verifying all field measurements and shall return one copy of the drawing checked and approved by it so as to cause no delay in the work. Conley's shall make any corrections of the drawing required or requested by Purchaser that is in keeping with the specifications. Should Conley’s incur additional expense as a result of Purchaser's failure to check and verity field measurements as herein required, such expense should be added to the purchase price.
8. Delivery, Title, and Risk of Loss - Conley's will endeavor to ship merchandise in the best manner available. Shipment will depend upon size and weight of goods ordered and transportation service available to area. All shipments will be sent freight collect unless otherwise arranged prior to shipment or covered by the contract herein. Some shipments may, for purpose of expediting delivery", be prepaid. Unless otherwise specified herein, all prepaid expenses will be added to the order at time of invoicing. RISK F LOSS SHALL S TO THE PURCHASER UPON DELIVERY BY CONLEY'S TO CARRIER, AND PURCHASER'S SOLE RECOURSE FOR DAMAGE TO GOODS IN TRANSIT SHALL BE AGAINST THE CARRIER. NO INSURANCE WILL BE PROVIDED UNLESS SPECIFIC ARRANGEMENTS HAVE BEEN MADE THEREFORE. Unloading of all materials sold hereunder shall be the responsibility of the Purchaser. Title to the materials sold hereunder shall remain in Conley's until the purchase price therefore has been paid in full, at which time title shall vest in Purchaser.
9. CHANGES IN ORDER - In the event Purchaser authorizes changes in the work to be performed, or if any federal, state or local law, rule or requirement results in alternate designs and/or deviations from the specifications herein, the contract sums shall be accordingly adjusted provided that the cost or credit to purchaser shall be agreed upon by the parties before the change is put into effect.
10. Limited Warranty - Conley's warrants that its products are free from defects in material and workmanship for a period of one year, except that Conley's makes no warranties as to products manufactured by others. As to products manufactured by others, Purchaser's sole remedy shall be under the warranty, if any, made by the manufacture.
Purchaser shall promptly, and in no event later than 10 days after discovery, notify Conley's, in writing, of any defects and/or non-conformities, in detail. Upon such notification, Conley's will repair or replace any products manufactured by Conley’s, which it finds to be defective, or not in conformity with specifications. Purchaser shall pay all shipping charges. Purchaser’s remedies hereunder are limited to the repair and/or replacement of goods manufactured by Conley’s as provided above.
THE OBLIGATIONS OF CONLEY'S HEREIN ARE IN LIEU OF ALL OTHERS, AND CONLEY'S MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY WARRANTIES OF MERCHANT ABILITY OR FITNESS, FOR ANY PURPOSE. UNDER NO CIRCUMSTANCES SHALL CONLEY'S BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF CONLEY'S HAS BEEN NOTIFIED OF THE POSSIBILITY OF THE SAME.
Buyer shall hold and protect all products for which Buyer has given notice as stated above until Buyer is specifically instructed to do otherwise by Conley's. While such products are under Buyer's protection, Buyer shall be liable for all damages to said products.
If the structure set forth in this proposal is structurally certified by a licensed, structural engineer, the certification is based on figures for a rigid roof. Therefore, double layer polyethylene roofs are to be inflated at all times.
Non-code or non-certified structures purchased by the Purchaser are done so at Purchaser's own risk. Purchaser shall indemnify Conley's from any liabilities or costs for structural failure or any legal action taken by governing agencies against Purchaser for nonconformance.
The structure set forth in this proposal is designed with the understanding that the interior maybe cooled and/or heated. Purchaser understands that he is required to regulate inside temperatures to avoid excessive snow loads. Conley's shall therefore not be responsible for any damage direct or consequential, whether or not the structure contains growing plants, which shall result either from (a) the failure of the purchaser to at all times regulate and maintain proper inside temperatures, or (in the event the Purchaser is responsible hereunder for installing environmental control equipment) (b) the failure of the Purchaser to complete timely installation of said equipment.
Purchaser will indemnify and hold Conley's and its officers and agents harmless (to the extent provided by law) from and against all loss, liability, cost, damage or expense incident to any claim, action or proceeding against Conley's arising out of the installation, maintenance, use or operation of the products by Purchaser or on Purchaser's behalf.
11. Cancellation - Orders for material or equipment are not cancelable, either in whole or part.
12. Return Merchandise - All returns for credit must have the prior written approval of an authorized representative of Conley's and must be for justifiable reasons. The credit extended for such approved returns will be based on the invoice value at time of purchase, or such lower value as may then represent our current pricing. All returns will be assessed a handling and restocking charge of 2O% unless otherwise approved by Conley's authorized representative. No items shall be returned for credit which have been damaged or rendered unusable. Unless otherwise approved by Conley's authorized representative, all returned items should be freight prepaid by Purchaser.
13. Governing Law - It is agreed that the parties hereto intend that all questions as to validity, interpretation, and required performance arising out of this contract are to be governed by the laws of the State of California. (Uniform Commercial Code.)
THE FOLLOWING PORTION OF THIS AGREEMENT IS SUBJECT TO ALL TERMS AND PROVISIONS ATTACHED HERETO REGARDING ERECTION OR ANY PORTION OF ERECTION, WHICH ARE EXPRESSLY MADE A PART HEREOF.