THE FOLLOWING TERMS AND CONDITIONS GOVERN ALL ORDERS, QUOTES AND SALES OF SELLER TO BUYER. BUYER'S FAILURE TO PROMPTLY OBJECT IN WRITING WILL BE DEEMED AN AGREEMENT TO THE STATED TERMS. ON SUCH BUYER OBJECTION, SELLER MAY TERMINATE ALL PENDING ORDERS WITHOUT LIABILITY. BUYER TERMS AND CONDITIONS DO NOT APPLY.
1. All Seller's orders, quotes and/or invoices are based on Seller's understanding of the Buyer order and Seller makes no warranty that such order is correct or in accordance with Buyer requirements. Buyer has sole responsibility to immediately review any order or invoice and to advise Seller in writing of corrections or changes. Buyer has sole responsibility to determine whether any order or invoice complies with the requirements of any contract, designs, project documents, building codes, government requirements or other public or private requirements and Seller makes no warranty or representation regarding such compliance.
2. Quoted charges are for delivery as follows as indicated on the order: Buyer conveyance orders are F.O.B. at Seller's loading dock; Seller delivery orders are F.O.B. to the job site or other Buyer location, tailgate unloaded; orders for delivery to common carrier are F.O.B. to the carrier. Title passes to Buyer on such F.O.B delivery and Buyer assumes all risk, liability, responsibility after such delivery, including further transportation, protection, insurance and storage. Buyer is responsible to pay or reimburse Seller, as applicable, any and all taxes, excises, or other charges which Seller may be required to pay or collect for any national, state, or local government, or agency applicable to the production, sale, transportation, delivery, or use of the items sold hereunder and quotes do not include such items unless otherwise stated.
3. Seller will exercise reasonable efforts to obtain and deliver items as requested. However, conditions of availability are subject to change and supply and delivery are often affected by circumstances beyond Seller direction or control. Seller does not guaranty availability, supply or delivery by any time requested or required by Buyer, including any time agreed to by Seller. Delays in procurement or delivery are at Buyer's sole risk and Buyer waives all right or claim against Seller for loss, damage or expense related to delayed procurement or delivery.
4. Orders are not subject to cancellation without Seller's written consent. Seller may attach a cancellation fee or other terms as determined by Seller.
5. It is expressly agreed that SELLER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND EXPRESSLY DISCLAIMS SUCH WARRANTIES INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY OR WORKMANLIKE CONSTRUCTION.
Buyer may enforce manufacturer's warranties only against the manufacturer. As to claims of Seller defect, Buyer shall provide written notice of any claimed defect, and Seller will not have liability for claim of defect absent such notice and a reasonable opportunity to correct. Seller shall only have responsibility or liability for repair or replacement of the defective item and shall have the discretion to determine the method of repair or replacement. Seller shall have no liability (i) for damage, replacement, reworking or repair of other components of work other than the specific defect in items supplied by Seller (ii) cosmetic matching or blending or (iii) other loss or damage, including delay, impact or consequential damages. In the event Seller fails to correct any defect, Buyer's sole right shall be to recover actual costs of repairing or replacing the subject item. Seller shall have no liability in the event of defective installation, failure to follow manufacturer's instructions, improper maintenance, or act or omission of Buyer or any third party.
6. All transactions are governed by the laws of the State of Colorado or, if applicable, of the state in which the Seller office providing the materials is located.
7. Title of the items shall pass from Seller to Buyer upon delivery as provided herein and thereafter shall be at the Buyer's risk. Delivery shall be as follows: (i) If delivery is by common carrier, delivery by Seller to the carrier at point of origin shall constitute delivery to Buyer and thereafter the shipment shall be at Buyers risk, Seller shall have no liability therefore and claims for loss or damage must be filed by Buyer against the carrier; (ii) delivery for items of Buyer conveyance shall occur upon Buyer assuming control of the subject items at Seller loading dock; (iii) delivery via Seller transport shall be at the jobsite or other delivery location. For jobsite or other Seller delivery, Buyer shall provide an authorized representative to accept delivery and execute documents evidencing delivery. To the extent Buyer does not do so, Seller shall deliver and unload the items as it reasonably deems appropriate and Buyer assumes all risk and responsibility for all items once unloaded by Seller without obtaining a signed receipt therefore, and Buyer agrees to liability for payments of this invoice as if it were signed by an authorized employee of Buyer. Shortage, breakage, or other nonconformity shall be noted on the delivery receipt. If not so noted or communicated, the items shall be deemed to be conforming and duly accepted by Buyer.
8. Payments are due in full on or before the 10th day of the month following statement date and shall be made without offset of back charge. Any amount not paid when due shall accrue a finance charge of 1 1/2% per month. Buyer shall be responsible for and shall pay Seller's costs and attomeys' fees in collecting any amounts due Seller. Buyer is not entitled to costs and attomeys' fees on claims against Seller.
9. Seller shall have no obligation to agree to the return of delivered goods, but, if so agreed, there will be a restocking fee of not less than 20%, Buyer must pay all transportation costs, and Buyer must transmit Buyer's copy of the original sales invoice. Buyer assumes all responsibility and risk of loss until the return items are delivered to Seller. No return allowed on special orders and mailed goods, unless authorized by Sellers Manager on such terms as the Manager deems appropriate.