Buyer agrees to pay balance of the total price by money order or certified check upon delivery of the purchased goods and acknowledges receipt of a completed copy of this purchase order. All out-of-continental US deliveries must be paid in full prior to loading, a COD is not available. Sales tax, duties, broker fees, building erection and anchor bolts are not included in this quote . Under no circumstances is cash to be paid to the driver for balances owed on this building. The purchase order by Buyer above named to Seller Shall constitute an agreement binding upon Seller only when accepted in writing by Seller´s authorized representative. The Project Manager of Seller preparing this purchase order is not an officer of Seller and not authorized to accept this order of Buyer. Upon receipt of this order, if the order is accepted, the “Acceptance“ copy will be returned to Buyer, duly Signed by an Authorized Representative, or if not accepted, the initial payment Shall be returned to Buyer. Upon acceptance, Buyer Shall not be entitled to a refund of the whole or any part of the initial payment tendered to the Project Manager of Seller. Unless delay is the result of Polar Steel causes, delivery after the requested delivery date will necessitate that any increases in the cost of Steel, materials or freight will be passed onto Buyer. Buyer will receive immediate knowledge of the cost increase through a Change Order reflecting the new price as soon as same is received by Seller. At that time, Buyer can then agree to the increase by Signing the Change order or cancel the contract; but Buyer will be liable for all work performed and parts ordered up to the date of the cancellation. See the terms and conditions at www.polarsteelbuildings.com/terms and are incorporated by this reference. Items not mentioned in this proposal, including but not limited to foundation design and anchor bolts, will not be included in the fees/pricing listed herein. Buyer hereby acknowledges receipt of a complete copy of this agreement and agrees to all the terms herein contained and as Set forth in the Terms and Conditions.
1. Effectiveness. The Purchase Order of which these Terms and Conditions are a part shall become a binding contract upon its acceptance in writing by an authorized representative of Seller. After such acceptance, it may not be rescinded by either party. 2. Payment. Time and terms of payment are of the essence. Charges for the goods and services contracted for purchase in the Purchase Order, as it may be changed (collectively, the “Purchased Goods”), are clearly indicated on the front of the Purchase Order or in a subsequent, written change order. Goods manufactured to order or with custom specifications may require prepayment all or part of the purchase price prior to shipment. Seller may, at any time and at Seller’s sole discretion, require full or partial payment in advance of delivery or in advance of manufacture. Notwithstanding any other provisions herein to the contrary, if at any time Seller in good faith determines that Buyers’ credit shall become impaired, Seller may decline to deliver the Purchased Goods except for cash, in advance. 3. Terms regarding Purchased Goods. a. In some instances and at Buyer’s request, Seller may submit to Buyer drawings to be approved by Buyer of the Purchased Goods. The approval drawings will consist of anchor, bolt plan and cross sections. A duplicate set of drawings will be forwarded to Buyer by Seller for Buyer’s approval. Buyer may request additional sets of drawings which will be provided upon the payment of postage and handling fees. Buyer must approve or modify within thirty (30) days and return to Seller the signed approval drawings with modifications. Upon receipt by Seller of the approved drawings, Seller shall proceed with the preparation of detailed shop drawings and the manufacture of the Purchased Goods. b. Buyer may request changes or add extras. Seller shall only be bound to comply with changes or extras in a written Change Order signed by Buyer or Buyer’s agent that has been approved by Seller. The Change Order shall describe the change and the modification to the contract price. c. Building size and all other dimensions are approximate and intended to identify standard sizes sold by Seller. Except when specifically indicated, all dimensions are exterior dimensions. No warranty or representation is given by Seller as to exact dimensions, as the same will vary depending upon concrete base and variations and are intended to identify generally gauge designations by steel producers. Buyer’s dimensions have been provided with this contract. Any changes to those dimensions by Buyer or not caused by Seller, may result in cost increase and delay. d. Buyer is solely responsible to assure that soil and subsoil conditions at the site are of sufficient density to support and sustain the foundation, the building and any materials to be stored therein. e. Seller shall have no responsibility whatsoever for the erection of the structure or structures that are to be built with the Purchased Goods and Seller shall not be liable to Buyer for any loss or damage resulting from or in connection with the erection of the said structure or structures. Buyer hereby releases Seller from all claims, damages, expenses and liabilities of every kind and nature arising out of the erection of the subject structure or structures. f. Buyer or the erector of the building to be constructed must follow and comply with the specifications and instructions contained in the drawings supplied to Buyer, including, but not limited to the Standard Product Drawings. Buyer agrees to indemnify and hold Seller harmless for any loss or damages, including attorney’s fees, resulting from the failure to comply with the specifications and instructions contained in the drawings supplied to Buyer.
4. Delivery. Unless otherwise specified in the Purchase Order or a delay in delivery is caused by Buyers action or inaction, Purchased Goods are shipped FOB Buyer’s designated place of delivery. Accordingly, title and risk of loss shall pass to Buyer upon Seller’s tender of delivery to Buyer. Unless provided otherwise in the Purchase Order or a change order, Seller will arrange for shipment of the building to Buyer and the cost of such shipment will be included in the price of the building. a. Delivery dates indicated in the contract are approximate and are based on prompt receipt of all necessary information regarding the Purchased Goods. Seller will use reasonable efforts to meet the indicated delivery date. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE TO BUYER FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR EXEMPLARY DAMAGES ARISING FROM DELAYS IN DELIVERY OR IN PERFORMANCE (OR FAILURE TO MANUFACTURE OR DELIVER) ON THE INDICATED DELIVERY DATE, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS OR LOST BUSINESS. Seller shall also not be liable for any delay or failure to deliver due to causes beyond its control including without limitation, acts of God; acts of Buyer; acts of civil or military authority; fires; strikes, or other labor disturbances; floods, epidemics; wars or acts of terrorism; demonstrations or riots; or delays or failure to deliver caused by Seller’s inability to obtain the necessary labor, materials, components or manufacturing facilities. b. Buyer shall receive and accept delivery within fourteen (14) days of notice that the Purchased Goods are ready for shipment. If Buyer fails to accept timely delivery, Seller may, but shall not be required to, treat this contract as being materially breached, in which event Seller shall have all available remedies, including liquidated damages. In the event of any delay caused by Buyer, Seller will store the Purchased Goods. Buyer will bear the risk of loss of such stored goods and Buyer will pay the unpaid portion of the contract price, plus storage, insurance and handling charges and freight charges on or after the date on which the goods are tendered for delivery. Delays caused by Buyer include, but are not limited to: (i) Buyer, its agents or employees, notify Seller to place order on “hold” until further notice; (ii) Buyer delays approval of drawings for more than thirty (30) days after receipt on an approval job; and (iii) Buyer delays delivery of the building or parts thereof after fabrication is complete and ready to ship. If either (i) or (ii) occurs, Seller may then charge Buyer whatever costs or damages Seller incurred by reason of the delay, including incidental and consequential damages. In the event (iii) occurs, the full price of the Purchased Goods will be immediately due. IF THE FACTORY INCREASES THE PRICE OF THE BUILDING AFTER BUYER HAS CAUSED A DELAY, THIS CONTRACT WILL BE DEEMED TO HAVE BEEN AMENDED TO INCLUDE SUCH A PRICE INCREASE AND BUYER’S OBLIGATION HEREUNDER WILL BE INCREASED TO REFLECT SUCH A PRICE INCREASE. c. Buyer shall bear risk of loss as soon as the truck bearing the building arrives at his premises. Thus, all risk of loss during the period of unloading, including personal injury, or any other liability, is upon Buyer. Seller shall not be responsible for spotting, switching, drayage, demurrage or other transportation charges unless agreed to in writing prior to delivery. Buyer shall hold Seller harmless from any loss, costs, claims, suits, damages and attorney’s fees arising from any alleged or real injury (including to personal injury) to any person or property which arises after delivery of the Purchased Goods. 5. Certain Disputes. Any dispute about the quality, condition or workmanship of the goods or otherwise in connection with the terms of this contract, shall not entitle Buyer to reject or revoke acceptance of the goods. In the case of any dispute, Buyer shall take delivery of the goods, pay for the same, and make a claim under Seller’s warranty. This remedy shall be in lieu of all other remedies available to Buyer.
6. Shortages and Defects. Purchased Goods shall be deemed fully accepted by Buyer and all claims for damages or defects caused by shipment of the goods shall be deemed waived unless the Carrier receives written notice of any such defects at the time of delivery, in writing, on the bill of lading. Any and all claims for shortages must be reported in writing within 30 days of the date of delivery. Buyer must give written notice of any and all warranty claims within 30 days after Buyer discovers the defect or alleged defect. Such written notice shall state with particularity each and every alleged defect and/or shortage claimed by Buyer. Buyer’s exclusive remedy for any defects or shortages in goods shall be limited to Seller replacing or repairing (but not dismantling or installing) defective parts in Seller’s sole option. Seller shall only be liable for repairs which are authorized in writing prior to repair. Replacement of shortages and replacement parts shall be FOB Buyer. Seller’s liability for shortages and defects shall not in any event include indirect, incidental, consequential, special or exemplary damages. 7. Liquidated Damages. Buyer agrees that in the event of a breach by Buyer, Seller’s damages will be difficult to measure and, therefore, Seller is entitled to have and recover liquidated damages from Buyer. The liquidated damages which Seller may recover are; (a) 60% of the purchase price if Buyer’s breach or repudiation occurs prior to the time the goods are shipped; (b) 60% of the purchase price plus all shipping, handling and storage costs, if Buyer’s breach or repudiation occurs after the goods have been shipped; (c) 100% of the purchase price if Buyer’s breach or repudiation occurs after tender of delivery of the goods; (d) 100% of the purchase price if the breach occurs with respect to specially manufactured or custom goods prior to their shipment; (e) 100% of the purchase price plus all shipping, handling and storage costs if the breach occurs with respect to specially manufactured or custom goods after their shipment. Buyer further agrees that the amount of liquidated damages specified herein constitutes a reasonable estimate of the actual damages which Seller would expect to incur upon Buyer’s breach or repudiation of this agreement. 8. Security Deposit. In addition to (and not in lieu of) other remedies available to Seller, upon breach or repudiation of this contract by Buyer, Seller may retain for its own account any security deposit paid by Buyer, and such retention shall not impair any other remedies available to Seller under this contract at law or in equity. 9. Security Interest. Buyer hereby grants to Seller a security interest in the structure or structures that are contemplated with respect to the Purchased Goods to secure payment and performance of the obligations as set forth in this contract. Default in payment or performance of any of the obligations is a default under this contract. Upon such default, Seller may declare all obligations immediately due and payable and shall have the remedies of a secured party as provided by law. Buyer will at any time hereafter execute such financing statements or other instruments and perform such acts as Seller may request to establish and maintain a valid security interest in the structure or structures. 10. Indemnification. Buyer shall indemnify, defend and hold harmless Seller from and against any and all losses, claims, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Seller as a result of any actual or threatened claim, action, investigation, proceeding or suit arising out of the acts or omissions of Buyer or third parties (including without limitation carriers), whether for negligence, failure to maintain the building or otherwise. 11. Warranty. For a period of one (1) year from the date of original shipment, Seller warrants that its products are free from defects in materials and workmanship. Seller’s warranty does not cover defects or damage caused by acts of God (including excessive wind loads or excessive snow loads), falling objects, accidents, salt water atmosphere, corrosive chemicals, fumes, ash, animal waste, or acts of Buyer, including, but not limited to failure to maintain the building. This warranty is given in place of any and all other warranties expressed or implied. SELLER GIVES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. Overhead doors are warranted solely by the manufacturer and Seller offers no additional warranty. Roof and wall panels should remain free of any foreign substances and should be cleaned on a regular basis to prevent staining or discoloration of panel finishes. Buyer should take precautions to properly maintain the building once erected to ensure that no damage is caused by the accumulation of snow or ice. 12. Compliance with Laws. Buyer is responsible to determine and comply with the applicable laws, rules and regulations (including, but not limited to zoning, building codes and permit requirements) where the building is to be erected. Seller shall not be liable for any damages or losses, whether direct or indirect, caused by Buyer’s failure to satisfy the requirements of this Section. 13. Taxes and Duties. Buyer shall be liable for all applicable sales taxes and duties owed with respect to the Purchased Goods. In the event that Seller must pay any amount to governmental authorities prior to delivery of the Purchased Goods, Buyer shall promptly pay the amount of such taxes to Seller upon demand regardless of whether this contract is considered to be in interstate, intrastate, or international commerce. 14. Entire Agreement; Amendment. No understanding, promise or representation, and no waiver, alteration or modification of any of the provisions hereof shall be binding upon Seller unless consented to expressly in writing by an authorized representative of Seller. Buyer has not relied on any statements or representations of any party (including without limitation any of Seller’s sales representatives) that alters, adds to or differs from these terms or conditions and no such statement or representation shall be recognized or be binding upon Seller. Any and all provisions of Buyer’s purchase order or other documents that add to or differ from these terms and conditions are EXPRESSLY REJECTED. The failure of Seller to exercise any rights under this contract, upon the default by Buyer or otherwise, shall not be a waiver of Seller’s subsequent ability to exercise that right. If any provision contained in this contract (or application thereof to any person or circumstance) shall to any extent be held void or invalid by a court of competent jurisdiction, the remainder of this contract (or the application of such provision to persons or circumstances other than those as to which it is held or invalid) shall not be affected thereby, and each provision of this contract shall be valid and enforced to the fullest extent permitted by law. 15. Applicable Law; Venue. This contract (and the performance thereof) shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida. The parties hereto expressly agree that if a court of competent jurisdiction deems any of the language contained herein to be vague or ambiguous, such language shall not be presumptively construed against either party but shall be construed so to give effect to the true intentions of the parties. This contract has been executed in Dade County, Florida. Buyer irrevocably consents to the exclusive jurisdiction of the courts of Dade County, Florida for the purpose of enforcing this contract.