ESTIFRAME TECHNOLOGIES EASYFRAME PRODUCTS TERMS AND CONDITIONS OF SALE
1. PAYMENT AND PRICE TERMS. Unless otherwise agreed, terms of payment are: 50% due upon invoice date and 50% due fourteen (14) days prior to the scheduled shipping date as set forth on the invoice. All sums not so paid shall be subject to a 1 1/2% per month finance charge or the maximum rate permitted by law, if less. Quotations are held open for ninety (90) days unless extended in writing by Simpson Strong-Tie Company Inc. doing business as EstiFrame Technologies (“Simpson Strong-Tie”) after which the quotation shall expire and be unenforceable. All sales, use, excise or other similar taxes shall be paid by Purchaser. All sales are taxable unless Purchaser provides a valid resale number prior to shipment. All prices and designs subject to change without notice. Simpson Strong-Tie reserves the right to refuse any orders. All orders are subject to credit approval. In the event of default, Purchaser shall pay all costs and expenses incurred, including collection fees and reasonable attorney’s fees.
2. SHIPMENT. Shipment is F.O.B. shipping point (unless otherwise specified). The cost of freight will be borne by Purchaser in the amount listed on the invoice. The shipping date set forth on the invoice may not be changed absent Simpson Strong-Tie’s prior written consent, which may be conditioned on the payment of storage charges or additional costs resulting from the request to modify the shipping date. Orders shipped in installments will be billed and paid for separately. Purchaser bears all risk of loss upon shipment to F.O.B. shipping point. Simpson Strong-Tie is not responsible for delays in shipping. Purchaser will be assessed a restocking charge for refused shipments. All claims for shortages, damages, etc. must be made within five (5) days from the date of shipment. If a part does not meet Purchaser’s requirements or specifications, Purchaser should contact Simpson Strong-Tie immediately.
3. INSTALLATION. Unless otherwise expressly stated and made a part of these terms and conditions, all products specified in the quotation shall be assembled and installed by Simpson Strong-Tie at Purchaser's expense.
4. CANCELLATION OR SUSPENSION. Simpson Strong-Tie shall not be liable for damages occasioned by a delay in performance or delivery due to causes beyond the reasonable control of Simpson Strong-Tie, and the time for delivery will be extended for the period attributable to the time lost by reason of any such delay. Cancellation or suspension by Purchaser will only be accepted on terms indemnifying Simpson Strong-Tie against any and all losses.
5. LIMITED WARRANTY. For the Limited Warranty applicable to the EasyFrame products, see www.strongtie.com/information/limited-warranties.
6. RETURNED PRODUCT. Any product sold shall not be returned without prior written permission by Simpson Strong-Tie. Any returned product shall be subject to a restocking charge and shipping charges.
7. SAFETY. The products are provided with only those safety devices identified in the Simpson Strong-Tie documentation applicable to the products. It is the responsibility of Purchaser to furnish appropriate guards for machinery parts in compliance with state and Federal OSHA standards, as well as any other safety device desired by Purchaser and/or required by other laws. Purchaser shall be solely responsible for adopting adequate safety measures and for training each person who is provided with access to the products. Purchaser shall ensure that its safety measures are strictly adhered to at all times when the products are in use. Upon request by Purchaser, Simpson Strong-Tie, in its sole and absolute discretion, may provide training services, subject to the terms and conditions agreed upon by the parties, including without limitation the payment by Purchaser of additional fees. Except as otherwise expressly set forth in a written agreement between the parties, Simpson Strong-Tie shall have no duty or obligation to provide training services or to evaluate the safety measures or training procedures adopted by Purchaser. Prior to any use of the products, Purchaser shall review easyframesaw.com and strongtie.com for disclaimers, warnings, notes, instructions and important information related to the products.
8. CHANGES, DELAYS AND UNUSUAL COSTS. If Purchaser requests or causes changes to be made in design or installation of the products, or if Purchaser delays the progress of work covered by the quotation, the contract price may be adjusted by Simpson Strong-Tie. Additional charge may be made to cover any unforeseen or unusual cost elements which have not been contemplated by Simpson Strong-Tie or Purchaser, including, but not limited to, overtime work authorized by Purchaser, and special packing, painting, documentation, or engineering in excess of the normal requirements. Simpson Strong-Tie shall not be responsible for any delay caused by circumstances beyond its reasonable control, including without limitation, acts of God, material shortage, or delays in manufacturing or shipping.
9. TITLE AND OWNERSHIP. Title to the products described in the quotation and the right of repossession shall remain with Simpson Strong-Tie until final payment is made by Purchaser. In the event of default on any payment, the full amount unpaid shall become due and payable at the time of the default, and Simpson Strong-Tie may repossess the products and retain the right to collect the balance of the contract price. Neither the products nor any part thereof shall be considered fixtures or be incorporated into realty by reason of attachment thereto and may be separated from realty for the purpose of repossession. Upon request of Simpson Strong-Tie, Purchaser will execute a security agreement and financing statement. For the avoidance of doubt, Simpson Strong-Tie retaining title shall not affect Purchaser’s risk of loss as described in Section 2 herein.
10. PERMITS. Purchaser shall provide and pay for all permits and licenses required for the completion of installation and operation of the products.
11. SUPERINTENDING INSTALLATION. Charges for the service of a Simpson Strong-Tie representative to superintend or inspect installation and/or first operation of the products specified are not included in the quotation and can be furnished upon request.
12. MANUFACTURING DEVICES AND TECHNICAL INFORMATION. Unless otherwise agreed, all manufacturing devices, designs, data or other technical information relating to the quotation shall remain the property of Simpson Strong-Tie. Purchaser shall not use such information for bidding or construction purposes or in any way detrimental to Simpson Strong-Tie's interests, nor shall Purchaser disclose such information to others without Simpson Strong-Tie's prior written approval.
13. LIMITATION OF LIABILITY. IN NO EVENT WILL SIMPSON STRONG-TIE, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES (“REPRESENTATIVES”) BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, USE, REVENUE, OR DATA, OR THE LIKE), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF SIMPSON STRONG-TIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OF SIMPSON STRONG-TIE OR ITS REPRESENTATIVES ARISING OUT OF OR RELATING TO THE PRODUCTS OR THE USE PERFORMANCE THEREOF, SHALL BE LIMITED TO THE AMOUNT PAID OR PAYABLE FOR THE PRODUCTS THAT ARE THE SUBJECT OF SUCH CLAIM. THESE TERMS AND CONDITIONS, INCLUDING THE LIMITATION OF LIABILITY CONTAINED HEREIN, ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SIMPSON STRONG-TIE AND PURCHASER.
14. INDEMNITY. Purchaser shall defend, indemnify and hold harmless Simpson Strong-Tie, its affiliates, officers, directors, agents and employees against all claims, actions, suits, or demands, whether for personal injury, property damage, settlements, liabilities, costs, expenses, losses or other alleged damages (including, but not limited to, reasonable attorneys’ fees and court costs and costs of investigation and expert witnesses) arising out of or relating to (a) any use of the products, (b) any breach of these terms and conditions, or (c) any acts or omissions of Purchaser.
15. COMPLETE AGREEMENT. THE COMPLETE AGREEMENT BETWEEN SIMPSON STRONG-TIE AND PURCHASER IS CONTAINED HEREIN AND NO ADDITIONAL OR DIFFERENT TERM OR CONDITION STATED BY PURCHASER SHALL BE BINDING ON SIMPSON STRONG-TIE UNLESS AGREED TO BY SIMPSON STRONG-TIE IN WRITING. The quotation shall become a contract under the laws of the State of California when accepted by Purchaser in writing. Failure of Simpson Strong-Tie to insist upon strict performance of any of the terms and conditions stated herein shall not be considered a continuing waiver of any such term or condition or any right of Simpson Strong-Tie.
16. VENUE. This agreement shall be interpreted and enforced pursuant to the laws of the State of California and any litigation or arbitration commenced in connection with this agreement shall be filed and litigated in San Francisco County, California.
PURCHASER HEREBY ACCEPTS AND AGREES TO THE EASYFRAME TERMS AND CONDITIONS OF SALE SET FORTH ABOVE.
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