AFFORDABLE RIGGING CUSTOMER SALES ORDER TERMS AND CONDITIONS:
SALES ORDER TERMS AND CONDITIONS:
ACCEPTANCE OF AFFORDABLE RIGGING, TRANSPORTATION AND CONSULTING, LLC. SERVICE/PRODUCT: These Terms and Conditions with our communicated acknowledgement of order (together, the "Agreement") constitute an acceptance by Affordable Rigging, Transportation and Consulting, LLC (Affordable Rigging,"Seller") to provide the goods and/or services as described in our quote and your (acceptance) as subject to the terms and conditions below and in our acknowledgement of order. Seller's agreement is limited to the terms of this Agreement. Buyer shall be deemed to have made an unqualified acceptance of this Agreement on the earliest to occur of the following: (a) failure by Buyer to notify Seller in writing of any objection which Buyer may have to any provision of this Agreement within 5 days of receipt hereof or service has begun; (b) Seller's first delivery of the Products; or (c) any other event constituting acceptance under applicable law. Any acceptance, confirmation, purchase order or the like sent by Buyer with respect to this sale which states additional or differing terms from this Agreement shall operate as an acceptance of all terms and conditions hereof, and all such additional or differing terms sent by Buyer shall be deemed proposals for material modification hereof, to which notice of objection is hereby given, and they shall not become part of this Agreement without Seller's express written assent thereto.
PRICE: All prices are FOB Seller’s plant and/or jobsite unless otherwise specifically set forth on the face side hereof or on other binding Affordable Rigging documentation. Prices stated are subject to change without notice in the event of (i) alterations in specifications, quantities, designs, or timing schedules and/or (ii) increases in the cost of fuel, power, material supplied, or labor and/or unforeseen or lack of communicated jobsite complications.
PAYMENT: Buyer shall pay Seller 50% of the invoice upon receipt with the balance due on the day of service unless otherwise communicated by Affordable Rigging finance or owner. Seller has the right to charge a late payment charge of the lesser of 18% per annum or the maximum annual rate allowed by law on any past due amounts. If Buyer does not pay any amount due, Seller may, without prejudice to Seller's other lawful remedies: (a) declare immediately due and payable all Buyer's obligations to Seller, (b) change credit or other terms for future deliveries, (c) suspend or discontinue any further deliveries and/or services until Buyer pays all overdue amounts, or (d) repossess the Products if applicable. Buyer agrees to reimburse Seller for all costs and fees incurred in collecting any sums owed to Seller, including reasonable attorneys' fees.
DELIVERY and/or SERVICES: Unless otherwise agreed to, delivery dates are approximate and subject to material and/or on-site availability. Seller shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God. Seller has the option to apply carrying charges/storage fees to any unshipped balance after completion of the Agreement storage/shipment period.
LIMITED WARRANTY; DISCLAIMER OF OTHER WARRANTIES: Seller warrants to Buyer that, at the time of service and/or delivery, the Products comply with “as is” specifications. Affordable Rigging does not warranty service. Buyer must make claims for any warranty claims immediately, in writing, at the time service is completed. Buyer's failure to make such claim within such time frames shall constitute Buyer's irrevocable acceptance of the Products and Buyer's acknowledgment that the Products fully comply with this Agreement. Seller shall, at its option, make reasonable effort to work with buyer to achieve Seller's reasonable satisfaction if an error was made by Affordable Rigging. Such warranty shall not apply in cases of damage in transit, negligence, abuse, failure to follow Seller's instructions, improper storage, accident, misuse, neglect or alteration by any party other than Seller or by physical environment. SELLER'S AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT SHALL BE LIMITED AND SHALL IN NO EVENT EXCEED THE PURCHASE PRICE RECEIVED BY SELLER FOR THE DEFECTIVE PRODUCTS. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION OF SALE, OR FOR LIABILITY ON THE BASIS OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLER SHALL HAVE BEEN ADVISED IN ADVANCE OF THE LIKELIHOOD THEREOF.
FORCE MAJEURE: Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation under this Agreement where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes or other labor unrest, embargoes and other governmental actions or regulations that would prohibit a party from ordering or furnishing Products or performing any other aspects of the obligations hereunder. This section shall not apply to Buyer's payment obligations hereunder.
TERMINATION: Seller may, upon notice to Buyer, immediately terminate this Agreement and any further obligations to make shipments hereunder if Buyer fails to comply with the terms of this Agreement including (without limitation) in the event that Buyer becomes insolvent or bankrupt, is more than 30 days delinquent in payments to Seller, or doesn’t comply with any part of this agreement. Buyer may not cancel or modify this Agreement except upon terms accepted in writing by Seller. If Buyer cancels or modifies this Agreement, Buyer shall compensate Seller for all costs and damages resulting therefrom, including (without limitation) lost profits and/or sales, allocable overhead, subcontracted expense, material expense, restocking fees, commodity market losses and all other incidental and consequential damages.
PRODUCT: Buyer may not return Products; All used equipment & product sales are sold “as is” condition unless Affordable Rigging owner agrees upon and provides Seller a written agreement stating otherwise.
MISCELLANEOUS: No change, modification or amendment of this Agreement shall be binding upon the parties unless the same shall be in writing and signed by or on behalf of the parties hereto. No waiver of or failure or omission to enforce any term or provision of this Agreement or any right or claim arising hereunder shall be deemed to be a waiver of any other term or provision hereof or any other right or claim arising before, concurrently with or after any such waiver, failure or omission or any event giving rise to any right or claim so waived or unenforced. Neither party shall assign this Agreement without the prior written consent of the other party. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective successors and assigns. The laws of the State of Michigan shall govern the rights and obligations of the parties hereunder without regard to conflict of laws principles. Any cause of action, claim, suit or demand by either party shall be brought in a state or federal court situated in the State of Michigan. Both parties irrevocably admit themselves to and consent to the jurisdiction of said court. This Agreement constitutes the final written expression of the terms between the parties and is a complete and exclusive statement of those terms.
AFFORDABLE RIGGING SUPPLIER PURCHASE TERMS & CONDITIONS:
Affordable Rigging, Transportation & Consulting, LLC ~ PURCHASE ORDER TERMS AND CONDITIONS, READ CAREFULLY
ACCEPTANCE: PURCHASE ORDER CONSTITUTES ENTIRE AGREEMENT – this Order constitutes Buyer’s offer and may be accepted by Seller (or Contractor where applicable) only in accordance with the terms hereof. Any acceptance herein of an offer of Seller, or any confirmation herein of a prior agreement between Buyer and Seller, is expressly made conditional on Seller’s assent to the additional or different terms contained herein. This Order may be accepted by Seller by commencement of work, shipment of goods, or furnishing of services hereunder. Dispatch of Seller’s acknowledgement form or other written document will also act as an acceptance if it agrees with this Order with respect to the description, amount, price and time of delivery of the goods or services ordered. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgement, invoice or other written document of Seller, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Buyer.
CHANGES – Buyer shall have the right at any time to make changes in this Order by written notice to Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Seller’s costs or time of performance of this Order, Seller shall notify Buyer immediately and negotiate an adjustment.
PRICE – If this Order is not priced it shall not be filled at prices higher than those last quoted and charged Buyer for the same articles. Charges for boxing, packaging or cartage will not be allowed or paid by Buyer unless otherwise expressly stated on this Order. Goods are purchased on a delivered basis. An element of freight is included in the purchase price of the materials. All freight charges are to be paid by the supplier to the carrier without further liability to Affordable Rigging, Transportation and Consulting, LLC, subsidiaries or affiliates, or its customer and/or consignee.
SHIPPING – Buyer reserves the right to route all shipments. Delays in shipment shall be reported immediately by Seller to Buyer. Every package or other shipping unit, bill of lading, shipping memorandum and invoice must be marked with Buyer’s Purchase Order Number. Seller’s serial numbers must be shown on all shipping papers and invoices where applicable.
TIME OF THE ESSENCE – Time of shipment and of other aspects of performance hereunder is of the essence of this agreement.
DELIVERY/TITLE – Unless otherwise agreed, delivery shall be f.o.b. point of destination and title shall pass to Buyer upon acceptance at the final delivery point. Risk of damages or loss following shipment and prior to acceptance by Buyer shall be the responsibility of Seller.
RIGHT OF INSPECTION AND REJECTION – Material and equipment supplied by Seller shall be received subject to Buyer’s inspection and approval within a reasonable time after delivery, notwithstanding prior payment. If specifications or warranties are not met, material and equipment may be returned at Seller’s expense. No material or equipment returned to Seller as defective shall be replaced except upon Buyer’s formal authorization.
ASSIGNMENT – Neither this Order nor any interest therein nor any claim arising hereunder shall be transferred or assigned by Seller without the prior written consent of Buyer. Buyer may transfer or assign the benefits of this agreement, in whole or in part, including without limitation the Seller’s warranty, without the approval of Seller.
GOVERNING LAW – This Order, and the rights and obligations of the parties thereto, shall be determined in accordance with the laws of the State wherein the equipment or material shall be installed, or wherein the work shall be performed herein.
WARRANTY – Seller warrants that all goods or services furnished pursuant to this Order will be free from defects in material and workmanship and will be in conformity with the requirements of the Order, including drawings and specifications, if any, and reasonably fit for the purpose disclosed in this Order or in such drawings and specifications, and Seller further warrants that such goods or services will be merchantable and fit for the purpose for which they are sold, and where design is Seller’s responsibility, will be free from defects in design. Buyer’s approval of Seller’s design or material shall not be construed to relieve Seller of the warranties set forth herein. Without limitation of any rights which Buyer may have at law by reason of any breach of warranty, goods which are not as warranted may at any time within twelve (12) months after delivery be returned at Seller’s expense. Buyer at its option may require Seller either to replace such goods at no increase in price (Seller must pay all repacking, transportation and handling charges both ways) or to refund the purchase price and any charges in connection therewith.
INVOICES – All invoices shall be mailed to the Accounts Payable Department at its office as indicated on the face of the Purchase Order and will state Buyer’s Purchase Order Number clearly on the invoice. Invoice and duplicates shall be rendered for each order or for each shipment if more than one is made on an order. No invoice shall be delivered by Seller to any employee or Buyer. An itemized delivery ticket, bearing Buyer’s Purchase Order Number as shown hereon, must be left with the goods to insure their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to the package or other shipping unit. The payment discount period will date from receipt of the invoice and not from the date of the invoice. In case of errors on an invoice, the payment discount period will date from the receipt of corrected invoices. Seller shall use the lowest published freight rates and any excess transportation charges incurred, any that deviate from the published tariff rates, are to be borne by the Seller.
PATENT INDEMNITY – Seller agrees to indemnify, save harmless and defend Buyer from and against any and all suits, claims, damages, costs, and attorney’s fees arising out of or in connection with an infringement or claimed infringement of any United States patent, trademark or copyright in the manufacture, use or sale of the equipment or materials furnished under this Order. In case said equipment or material is in such suit, or in final adjudication elsewhere, held to constitute infringement, and the use thereof is enjoined, Seller shall, at its own expense, either procure for Buyer the right to continue using said equipment or material, or at the option of Buyer either replace same with equally efficient noninfringing equipment or material, or modify it without impairing its efficiency so it becomes noninfringing, or remove said equipment or material and refund the purchase price and the transportation and installation costs thereof.
INDEMNITY AND INSURANCE – Seller shall defend, indemnify and hold harmless Buyer from any claims, suits, judgments, fees and costs (including attorney’s fees) based on or arising out of the resale or use of the products purchased hereunder or death, personal injury, or damage to property caused by the products purchased under this Order. Seller agrees to name Buyer, a division of ProTeam, Inc., as an additional insured on products liability insurance with limits per occurrence of at least $1,000,000 personal injury and $1,000,000 for property damage. Evidence of such coverage, in the form of a Certificate of Insurance containing a Broad Form of Vendor’s Coverage and providing for thirty (30) days notice to International Paper prior to cancellation, shall be sent to Buyer not later than seven (7) days following Seller’s acceptance of this Order.
COMPLIANCE WITH LAWS – Seller, in the performance of this Order, shall comply with the provisions of the Fair Labor Standards Act, as amended, as well as the Regulations and Orders of the Department of Labor issued thereunder, Executive Order No. 11246 as amended, 29 CFR 470, 41 CFR 60-1, 60-250, 60-741, the provisions of the Occupational Safety and Health Act of 1970, and all other applicable Federal, state, and local laws, regulations, rules and ordinances, including but not limited to those dealing with the protection of the environment.
CHEMICAL SUBSTANCE IDENTIFICATION – By acceptance of this Order, Seller certifies that any chemical substance(s), e.g., material safety data sheets have been provided to Buyer, pursuant to all federal, state or local laws and regulations.
GOVERNMENT CONTRACTS – In the event that the goods ordered herein are to be used in whole or in part for the performance of government contracts and where the dollar value of said goods exceeds, or may in any one year exceed $50,000, the Seller further agrees that in connection with the performance of work, under this contract, Seller (subcontractor) agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or disability. The aforesaid provision shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Seller (subcontractor) agrees to post hereafter in conspicuous places, available to employees and applicants for employment and notices setting forth the provisions of this nondiscrimination clause.
TERMINATION – Buyer, by written notice, may terminate this order, in whole or in part. In the event this order is terminated as a result of Seller’s default, the Seller shall be liable for all damages allowed in law or equity, including the excess cost of reprocuring similar items. If this order is terminated for the convenience of Buyer, Seller will be compensated to the extent that items have been accepted by Buyer prior to the effective date of termination. Other than to this extent, Buyer shall not be liable to Seller for any damages on account of its failure to accept all of the items ordered.
CONFIDENTIALITY/TRADE SECRETS – All specifications, data and Other information furnished by Buyer, or its agents, to Seller in connection with this order remain the exclusive intellectual property of Buyer and shall be treated by the seller as proprietary and shall not be disclosed or used, outside the limitation of this order, without prior written approval of the Purchasing Manager. In addition, the purchase of the Seller’s product does not authorize the Seller to use the name of or make reference to Buyer for any purpose in any releases for public or private dissemination, nor shall the Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval of the Owner.