Payment Terms: A minimum deposit of 50% is required with all orders and is due at the time the order is received. Order under 5,000.00 and shopping cart orders require 100% payment with order. Buyer agrees to pay any net balance in 15 days after delivery of product. Buyer agrees to pay a finance charge of 1-1/2% per month on the unpaid balance of each invoice for each month the invoice is past due. Buyer additionally agrees to pay all expenses, attorney fees and court cost the seller incurs by reason of Buyer’s default or non-payment. Acceptance of delivery constitutes acceptance of the merchandise delivered. No payment shall be withheld on any invoice because of partial delivery of the entire order.
Taxes: Prices do not include any applicable sales, use of any other taxes. Any applicable taxes will be added at the time of invoicing and buyer agrees to pay same.
Delivery and installation: In the event that delivery and installation is required as part of the proposal the follow provisions shall apply.
1) Condition of job site. The job site will be free and clear or debris prior to installation. If we are required to move or clean prior to installation it will be billed at our prevailing wage, added to the invoice, and the buyer agrees to pay these costs.
2) If the buyer wishes to change the installation form the original drawing. A change order will be issue and the buyer agrees to pay these additional costs.
3) Job site: Electric current, heat, hoisting and or elevator service will be provided to seller without charge to seller. Adequate facilities for offloading, staging and moving
4) Delivery during normal business hours: delivery, receiving of products at the job site, and installation will be made during normal work hours (Monday thru Friday 8 am – 5 pm) overtime work performed at the buyer request will be billed at 1.5 times the current hourly rate.
5) Damage: after arrival at the job site, any loss or damage by weather or trades, such as painting or plastering, by fire or other elements shall be the responsibility of the buyer, and the buyer agrees to hold seller harmless for loss for such reasons.
6) Delays: seller is not responsible for delays in delivery due to conditions beyond their control.
Warrantees and limitations of remedies: the only warrantees which are provided are those of the manufacture. The seller here by expressly disclaims all other warrantees including but not limited to the implied warranties of merchantability and fitness for a particular purpose resort to the manufactures warrantee continues the buyer’s exclusive remedy. In an event, no consequential or incidental damages are recoverable from the seller.
Warehouse and storage: merchandise ordered to meet specific installation schedules. If buyer delays deliver beyond the original installation date the buyer will be billed as set forth in the billing provision below and merchandise will be stored for future delivery.
Insurance: seller agrees to furnish adequate insurance for products stored in seller’s facilities or in transits in seller’s truck. Buyers agree to provide adequate insurance coverage for products that are on site at buyer’s location including work in progress, stored material and finished products.
Billing: all merchandise will be billed immediately upon delivery unless otherwise provided here in. all direct shipments and C.O.M. charged from factory to buyer are billed immediate upon shipment notification for the supplier. All merchandise order is to be delivery upon receipt. Upon receipt of merchandise by seller, if buyer delays delivery beyond the original agreed installation date, for any reason, buyer will be billed 90% of the total sales price including tax and shipping costs. The remaining 10% of the total sales price will be billed upon delivery or installation of the merchandise. In addition, if the delivery of the merchandise is delayed for more than 30 days beyond the original agreed installation date, the buyer will be charged a storage fee of 1-1/2% per month of the total sales price including tax and shipping cost.
Acceptance: this proposal for the purchase of merchandise must be approved and submitted to the seller within 10 days to assure firm prices, unless other otherwise agreed upon in writing. Time is of the essence.
Cancellation: in the event that this proposal is approved and submitted by the buyer to the seller and becomes an order, it is understood and agreed that it cannot be cancelled or changed except by written mutual consent.
Any merchandise ordered as special: for special installation, products with specially chosen colors of metal colors or specific wood finishes are not refundable.
Design: all design-coordinated layouts, equipment suggestions and colors are the exclusive property of seller and use of them by other parties is prohibited.
Security interest: buyer herby grants to seller a security interest in all items or good furnished pursuant to this contract and in the proceeds there of (the collateral), to secure the payment of all charges here under including, but not limited to, the purchase price for all such items or goods, cost of storage, and cost of collection including without limitation reasonable attorneys fees and expenses. In the event of any default, seller may enter upon the premises where the collateral is located and immediately reposes same, and dispose of same by private of public sales after (5) calendar days written notice to buyer, and the proceeds of such disposition, shall be first applied to any attorneys fees or expenses of collections incurred by seller and the balance applied to any amounts then owed by buyer to seller by reason of goods or service work, labor or material furnished pursuant to this document. This proposal, when accepted by buyer as herein provided, shall constitute as security agreement with respect to the goods. This document shall constitute a UCC financing statement when recorded and filing with the Utah security of state, and a fixture filling when recorded with recoded with the probate court in the county where the goods have been installed. In addition to all other others that it may possess seller shall have the right, at any timed for credit reasons, or because of any buyer default or defaults, to withhold shipments, in whole or in part, and to recall goods in transit, retake same and repossess all goods which may be stored with seller of buyers account, without the necessity of taking any other proceedings, and buyer consents that all the goods so recalled, retaken, reposed, shall become the absolute property of seller, as to such default. In the event buyer is in default of any of its obligations here under or any other obligations to seller, may, in addition to any other rights or remedies provided for herein are available to seller at law or in equity (I) withhold performances of any obligation to seller here under or any other obligations of seller to buyer, including delivery and or installation of any other goods, and (ii) set off against any amount owed buyer and amount equal to the damages incurred by seller arising out of buyers default here under or under any other obligations of buyer to seller.
Mediation and Arbitration: all disputes between the parties arising out of this agreement shall be resolved by submission to mediation on the following terms: the parties shall attempt in good faith to mediate such disputes and use their best efforts to reach agreement on the matter in dispute. After a written demand for non-binding mediation, which shall specify in default the facts of the dispute, and within ten (10) DAYS FROM THE DATE OF DELIVERY OF THE DEMAND, the matter shall be referred to a mediator selected by mutual agreement. The mediator shall hear the matter and provide an informational option and advise, none of which shall be binding upon the parties but is accepted by the parties to help resolve the dispute. Said informational opinion and advice shall be submitted to the parties within 40 days following the written demand from mediation. The parties shall share the mediator’s fees equally. Should any dispute not be resolved by medication, the dispute shall be submitted to arbitration in Salt Lake City Utah, pursuant to the rules of the mediation arbitration association.
No other agreements: the parties covenant by their signature here to and specifically represent that they have read and reviewed this document in its totality and that it sets forth the entire agreement the parties regarding the transaction set forth herein. Specifically, the parties agree there are no other terms, conditions, or agreements, impressed or implied, other than those set forth herein except those set forth in the specifications, delivery and installation schedules of the seller to the extent that the buyer has submitted and terms, conditions, or agreements which differ than those set forth in this document, those terms, conditions, and agreements are hereby objected to and rejected by the seller. The terms and conditions of this agreement cannot be varied except upon the written approval of the buyer and seller.
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Price Escalation Clause:
1. In the event of significant delay or price increase of raw material, or the price of manufacturing significantly increases during the performance of submitted Quote through no fault of MATERIAL HANDLING USA, the Quote, time of completion and/or Scope of Work shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases or delays. As used herein, a significant price increase shall mean any increase in price experienced by MATERIAL HANDLING USA from the change in cost or any surcharge of raw material between the date of Quote and date of installation/applicable work.
2. In the event where there is delay of any product delivery through no fault of MATERIAL HANDLING USA, as a result of the shortage or unavailability of materials critical to the manufacture of such Product, MATERIAL HANDLING USA shall not be liable for any additional costs or damages associated with such delay(s).
3. MATERIAL HANDLING USA shall give prompt notice of any price escalations/adjustments or delays in manufacture. MATERIAL HANDLING USA reserves the right to submit any price changes/adjustments due to the aforementioned at any time between the date of Quote and date of installation/applicable work.