TERMS AND CONDITIONS OF SALE
1. Terms of Sale: Sale of factory provided products (“Factory Products”), factory-applied coil coating, on-site spray-applied coil coating and on-site applied coating collectively, (“Coating”) by Rahn Industries, Incorporated (a “Seller”) to Buyer is made solely on the terms and conditions contained in these Terms and Conditions of Sale (the “Terms”) notwithstanding any additional or conflicting terms or conditions that may be contained in any purchase order or other purchase or sale form, all of which additional or conflicting terms and conditions are hereby expressly objected to and rejected by Seller. No representations or warranties other than those contained in these Terms shall be binding upon Seller unless made in writing and signed by an officer of Seller. Acceptance of a shipment of Factory Products and Factory-Applied Coating by Buyer or completion of the application of On-Site Applied Coating constitutes unconditional acceptance of these Terms.
2. Price: All quotations, unless otherwise specified, are subject to acceptance by Buyer within thirty (30) days from date of quotation. Prices quoted by Seller on Factory Products and Coating provided by Seller are subject to change without notice. The minimum order amount is $225.00.
3. Terms of Payment: All shipments of Factory Products and Coating at all times are subject to the approval of Seller’s Credit Department. Seller may require full or partial payment in advance of shipment of Factory Products and Coating if in the judgment of Seller the financial condition of Buyer does not justify other terms. If shipments of Factory Products and Coating are delayed by Buyer for any reason, payments shall become due from the date on which Seller notifies Buyer that Seller is prepared to make shipment of Factory Products and Coating and the storage for Factory Products and Coating thereafter shall be at Buyer’s risk and expense, including additional storage fees.
4. Delivery of Factory Products and/or coils with Factory-Applied Coating: Delivery shall be made F.O.B. Seller’s plant in Whittier, CA or Chino, CA as applicable, unless otherwise agreed in writing. Any claims for damage or shortage of Factory Products or Factory-Applied Coating that are shipped by common carrier must be filed by Seller against the carrier. Visual package damage and/or product damage must be noted on Bill of Lading by Buyer and Seller to be notified within one 1(1) working day. Concealed damage for Factory Products or Factory-Applied Coating are waived by Buyer unless reported to Seller within ten (10) days after receipt of product accompanied by reference to Seller’s bill of lading and factory order numbers. All delivery and transit dates which may be specified are estimates only and are not guaranteed unless otherwise specified. Seller assumes no liability for delivery or transit delays. Buyer is solely responsible for all associated freight cost for Factory products and Factory-Applied Coating including any after-the-fact cost that carrier may apply to satisfy any Buyer demand. Lead times are estimates only and will be established at the time a quotation is offered. Factory lead times begin once Buyer accepts and approves all drawings, sketches etc. or coils for Factory-Applied Coating are received. If the lead time is not suitable to Buyer expedited services are available at a premium.
5. Taxes: Unless otherwise provided by law, Seller may require Buyer to pay or to reimburse Seller for any tax (except Seller’s income tax) which now or hereafter may be imposed by any taxing authority with respect to Factory Products, Coating or the sale, purchase, or delivery thereof.
6. Cancellations: Buyer may not cancel or modify any order that Seller has accepted unless Seller consents and (a) Seller is immediately reimbursed for any and all costs incurred by Seller in connection with such orders and (b) Buyer promptly pays to Seller as fixed, agreed and liquidated damages, and not as a penalty, a sum equal to ten percent (10%) of such costs because Seller’s actual administrative costs in the event of cancellation will be impossible to determine.
7. Changes: Seller reserves the right to change specifications, methods, and other protocols with respect to Factory Products and Coating without incurring any obligation from Buyer.
8. Patents: If any Factory Products shall be manufactured or Coating applied by Seller to meet Buyer’s specifications or requirements and is not a part of Seller’s standard product offering, Buyer agrees to indemnify and save harmless Seller from
any and all damages, claims and demands for actual or alleged infringement of any United States or foreign patents because of manufacturer or sale of such goods.
9. Governing Law, etc.: This agreement and the sale of Factory Products, Factory-Applied Coating and the application of On- Site Applied Coating by Seller shall be governed in all respects by the laws of the State of California to recover from Buyer Seller’s reasonable cost of enforcing these Terms, including without limitation, any collection costs or attorney’s fees and expenses incurred by Seller in the event of a default by Buyer in making any payment due to Seller. These Terms constitute the entire agreement between Seller and Buyer.