Contract for Buyer Representation for Commodity by zde84509

VIEWS: 18 PAGES: 3

More Info
									                                                 SHELTER PRODUCTS, INC.
                                                (503) 872-3600 - (888) 440-3600 - Fax (503)238-2663
                                                    PO Box 42100 - PORTLAND, OR 97242-0100
                                                           www.shelter-products.com




                              TERMS AND CONDITIONS OF SALES ORDER

1. This document and Shelter Products Inc.’s (Seller’s) Bid Acceptance constitute the entire contract between Seller and Buyer.
In the event of a conflict between those documents, the Bid Acceptance will prevail. No alleged oral promises or conditions not
explicitly set forth herein are binding upon Seller or Buyer, and any prior negotiations between the parties are merged herein. If
any tribunal determines any clause in this contract is unenforceable, that clause will be deleted and the balance of the contract will
be binding upon the parties. Buyer expressly agrees to not deduct retentions from any payments to Seller.
2. The Seller will add sales tax to all invoices for this order at the rate effective when the material is invoiced.
3. Seller's obligations under this order are contingent upon Buyer's maintaining its outstanding account balance within terms and
the credit limits established by Seller. SELLER'S OBLIGATION TO SHIP THIS ORDER IS ALSO CONTINGENT UPON BUYER'S
QUALIFYING FOR CREDIT APPROVAL, WHICH WILL BE MADE IN SELLER'S SOLE DISCRETION. BUYER AGREES TO
PROVIDE ALL CREDIT INFORMATION REQUESTED BY SELLER.
4. Prices and delivery of this order are subject to the Buyer's taking delivery beginning within one month of the date the customer
gives the order to Seller, and ending no later than six months thereafter with deliveries made evenly over that period. If the Buyer
does not accept delivery according to this schedule, the Seller has the right to cancel the contract and be relieved of any further
obligation to the Buyer, in which case the Buyer agrees to pay a cancellation fee of 25%; and if the Seller elects to not cancel the
contract, Buyer agrees to pay a fee to extend the contract equal to 2.5% of the unshipped contract balance per month], which fee
shall be payable the first day after the shipment schedule has been violated, and again each 30 days thereafter, until such time as
project deliveries catch up with the above schedule, as adjusted for the passage of time. The Buyer does not have a right to
cancel the order, in whole or in part, or a right to extend delivery. In addition, if the Buyer is unable or unwilling to take delivery of
goods on the schedule agreed between the parties, the Seller may invoice such goods to Buyer when they are placed into storage.
5. The Seller has the right to ship all commodity goods included in this order to the nearest full package, according to the
supplying mill's normal packaging. The total price of this order will vary, depending on actual quantities delivered.
6. Unless stated otherwise on this document’s face, the items sold herein will be graded on the basis of official grading rules
issued by the manufacturer's association covering the items sold when the parties execute this contract. If no grading rules are
designated, Seller will select an appropriate association whenever the Buyer provides any notice of claim. In the event of a dispute
over grade, quality, tally, size, specification or manufacture, the reinspection and shipping provisions issued by the manufacturer's
association covering the item sold will constitute part of the contract between Buyer and Seller.
7. Buyer agrees to inspect materials upon arrival and to immediately notify Seller in writing of any product defects or
discrepancies before installation. Buyer must file any claim within 5 days of delivery and cannot file quantity claims unless the bill
of lading signed by both the delivering carrier and the Buyer’s representative details product descriptions, condition and quantities.
8. Seller agrees to pay truckers' waiting charges for the first hour after the truck arrives at the job site. Any waiting charges after
the first hour are for the Buyer's account.
9. Any additional materials required by Buyer in excess of those contained in this contract shall not be based upon prices quoted
herein, but shall reflect current market conditions in effect at the time of such additional orders.
10. In the event that any invoice remains unpaid thirty (30) days after the due date of said invoice, Seller may terminate this
agreement and may immediately cease further delivery of material and all other performance on its part to be performed. Buyer
will owe Seller a service charge of 1-1/2% per month for any invoices that are paid later than the terms specified on this order. If
this rate exceeds the legal limit in the state of jurisdiction for this sale, then the legal maximum will be applied instead. If the Buyer
becomes insolvent or makes any default hereunder or under any other contract between the parties hereto, Seller at its option may
defer delivery hereunder until default is cured, or may treat default as repudiation by Buyer of this contract in its entirety, resell the
goods and hold Buyer liable for such damages as Seller may incur.
11. Buyer agrees to pay a restocking charge for any returns, plus storage, handling, interest and freight. The amount of the
restocking charge will depend on the condition of the material and its market value. The restocking charge will be negotiated
between the Buyer and Seller when the material is returned, but in no event will it be less than 15%. Custom-ordered materials
and non-commodity items are not returnable for credit. Seller reserves the right to refuse returns.
12. Seller did not prepare the design drawings or specifications for this project and takes no responsibility for their completeness
or accuracy, including accuracy of tallies. Buyer's acceptance of the drawings, specifications and tallies, which have been
prepared by others, in no way makes Seller liable for any errors or omissions contained therein.
13. SELLER WARRANTS THAT THE GOODS WILL CONFORM TO THE GRADE AND QUANTITY SPECIFIED IN THIS BID.
SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. ANY SAMPLE OF THE GOODS
SHOWN BY SELLER TO BUYER WAS FOR DEMONSTRATION PURPOSES ONLY, AND SELLER MAKES NO WARRANTY
THAT THE GOODS DELIVERED WILL CONFORM TO THE SAMPLE. THE GOODS DELIVERED ARE SUBJECT ONLY TO ANY
WARRANTY PROVIDED BY THE MANUFACTURER OF THE GOODS. If this contract includes goods which have been
fabricated in accordance with shop drawings, approved or supplied by Buyer, those goods are only warranted to be in substantial
compliance with the specifications of any such drawings.
14. BUYER IS SOLELY RESPONSIBLE TO INSPECT AND APPROVE ALL SHIPMENTS. SELLER'S LIABILITY SHALL BE
LIMITED TO THE COST OF REDELIVERING NON-CONFORMING GOODS TO THE POINT OF DELIVERY AS SPECIFIED IN
THIS ORDER WITHIN A REASONABLE PERIOD OF TIME FOLLOWING PROPER AND TIMELY REJECTION BY BUYER. THE
ABOVE IS BUYER’S SOLE AND EXCLUSIVE REMEDY WHETHER IN CONTRACT, TORT, OR OTHERWISE. UNDER NO
CIRCUMSTANCES SHALL SELLER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, COMMERCIAL LOSSES, OR OTHER LOSS OR DAMAGE EXCEPT AS SET FORTH ABOVE.
Buyer acknowledges that all grades and species in the order are those requested by Buyer; any substitutions of materials are
made at Buyer's instruction and risk; and Seller makes no representation or warranty regarding any substitutions. To the fullest
extent permitted by law, Buyer agrees to defend, indemnify and hold Seller harmless from and against any claims, demands,
losses, and liabilities to or by third parties arising from, resulting from or connected with the goods.
15. Refer to the attached consumer information sheet for precautions on the use and handling of the pressure-treated products or
other potentially hazardous materials in this order.
16. MOLD WARNING. Mold can occur naturally on lumber from a variety of sources including airborne spores which feed off
sugars and starches in wood. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, WITH REGARD TO THE EXISTENCE OR NON-EXISTENCE OF MOLD ON THE GOODS. Buyer is encouraged to
examine the goods and take such precautions as Buyer deems necessary and prudent. Buyer may contact the Western Wood
Products Association for information on steps that can be taken to remove any mold that may be present on the wood. It is
understood and agreed that Buyer assumes all risk and liability resulting from the use of the goods, whether used singly or in
combination with other goods. Seller neither assumes nor authorizes any person to assume for Seller any other liability in
connection with the sale or use of the goods.
17. Seller shall be free from any liability or delay or failure in shipment arising from strikes, lockouts, labor troubles or any kind,
accidents, perils of the sea, fire, earthquake, civil commotion, war or consequences of war, government acts, restrictions or
requisitions, failure of manufacturers or suppliers to deliver, bankruptcy or insolvency of manufacturers or suppliers, suspension of
shipping facilities, act or default of carrier or any other contingency of whatsoever nature beyond Seller's control affecting
production, transportation or boarding point, loading forwarding or unloading at destination of the goods covered by this contract
including disturbances existing at the time this contract was made. In such a situation, if shipment or delivery is not made during
the period contracted for, Buyer shall accept delivery under this contract when shipment is made; provided, however, Buyer shall
not accept delivery if shipment is not made within a reasonable time after the cessation of the aforementioned impediments or
causes.
18. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in
accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction thereof. A) The parties agree that any arbitration proceedings
shall occur in Portland, Oregon. All parties hereby consent to personal jurisdiction for arbitration proceedings in Portland, Oregon.
B) The award of the arbitrators shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, or
issues arising out of or relating to this contract; provided, however, that Shelter Products, Inc. expressly reserves the right to
enforce any and all construction or mechanics lien rights or stop notice rights or bond rights it may have arising from the sale of any
materials pursuant to this contract, which rights may be pursued in any court with jurisdiction thereof. Buyer grants to Seller a
security interest in the goods to secure payment of the purchase price, and Buyer agrees to execute any additional documents
necessary to perfect Seller's security interest in the goods. The parties agree that any legal proceedings brought to enforce the
terms and conditions of this contract shall be conducted in the appropriate court located in Portland, Oregon. This contract shall be
governed by the laws of the State of Oregon. In the event of any arbitration or legal action between the parties, the prevailing party
shall be entitled to repayment of reasonable collection costs, attorney's fees and interest.
19. Buyer(s) shall provide Seller with a written list of the names of individuals authorized to make order changes, deletions and
additions on Buyer’s behalf. Buyer(s) authorize Seller to send all invoices and correspondence to the "Sold To" address as listed
on order.
20. Each of the persons executing this agreement on behalf of a corporation covenants and warrants that he or she is duly
authorized to execute this agreement by the corporation, and that the corporation has duly authorized the execution of this
agreement.
21. All parties acknowledge that facsimile transmission of signed documents will be relied upon as signed originals, and that
signatures on separate originals will have the same force and effect as if all signatures were made on a single original of this or any
other agreement pertaining to this project.
22. Seller has the sole right to withdraw its offer to sell the materials in this order 24 hours after Buyer receives Seller’s Bid
Acceptance in the Buyer's offices; or at any time thereafter. TIME IS OF THE ESSENCE. 


                                                          TERMS AND CONDITIONS

								
To top