DEFINITIONS
“Buyer” means the entity to which Seller is providing Products or Services under the Contract.
“Contract” means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by Seller in writing, for the sale of Products or Services, together with these Terms and Conditions, Seller’s final quotation, the agreed scope(s) of work, and Seller’s order acknowledgement. In the event of any conflict, the Terms and Conditions contained herein shall take precedence over other documents included in the Contract.
“Contract Price” means the agreed price stated in the Contract for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.
“Products” means the equipment, parts, materials, supplies, and other goods Seller has agreed to supply to Buyer under the Contract.
“Seller” means the entity providing Products or performing Services under the Contract.
“Services” means the services Seller has agreed to perform for Buyer under the Contract.
“Terms and Conditions” means these “General Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.
TERMS & CONDITIONS
All sales are subject to the terms and conditions contained herein and no other terms and conditions apply unless agreed upon in writing and signed by a corporate officer of the Seller. Accordingly, each request for quote, order, acceptance of Goods and/or Services by Buyer shall be deemed an acknowledgment and acceptance by Buyer of these Terms and Conditions. Terms and Conditions, as may be subsequently modified by Seller from time to time without notice, are incorporated by reference into all documents issued by Seller to Buyer in connection with the sale and/or provision of Goods and/or Services; provided, however, that these Terms and Conditions shall only apply to the sale of Goods and/or Services by Seller in or to locations within the United States.
PRICE
Prices are quoted based on current material costs and may be subject to change to reflect any price increases which may occur prior to shipment. The Seller may upon prior notice to Buyer assess a surcharge on the sale of any Goods or Services to pass along any price increase in Seller’s cost of the subject Goods or Services or surcharge imposed on Seller by its supplier(s). Unless otherwise stated, the quotation will specify the term length in days that the proposal is valid for and may be modified or withdrawn by the Seller prior to acceptance. The delivery of the project must ship within 6 months from the date of order, unless other arrangement is agreed upon, otherwise the job or project may be subject to price change.
LEAD TIMES & DELAYS
Lead-time may be subject to change from the original estimated date, due to delay in acceptance of the quotation in a timely manner. Unless specifically agreed to by Seller in a separate document signed by authorized signatories, Seller does not guarantee any certain date of delivery and Seller shall not be liable to Buyer for any losses, costs, damages, charges or expenses incurred by Buyer or any other person or entity arising directly or indirectly out of a failure to deliver on any particular date, nor will any delay entitle Buyer to terminate or rescind its purchase unless such delay exceeds sixty (60) days. Under no circumstances will the Seller be liable for any loss or damages of any kind in the event it is unable to comply with the Buyer’s request for delivery at a specified time. The Buyer acknowledges and agrees that the buyer will not make any claim against the Seller for any loss or damages incurred as a result of early or late delivery.
CREDIT APPROVAL
The performance of any work and all shipments shall be subject to the approval of Seller’s Credit Department. Seller, in its sole discretion, may at any time and for any reason, decline to perform any work or ship any shipment, prior to the receipt of payment or adequate assurance of payment. New clients may be subject to down payment and/or payment in full prior to shipment. Terms of payment are predicated on approval using data from accredited reporting agencies and or submitted by Buyers clientele.
PAYMENTS & PAYMENT TERMS
Standard payment methods are by check, account, or cash. If payment involves the processing of a credit card, all such payments will be subject to a convenience fee of 3.5%. Unless expressly agreed upon by Buyer and Seller in a separate document signed by authorized signatories, Standard Terms are “Net (30) Thirty Days“. Seller shall have the right to make delivery in installments. Based on project type it may require progression billing, all installments are separately invoiced and paid without regard to subsequent deliveries. Failure of Buyer to make any payment when it is due shall excuse Seller from making further deliveries until payment(s) are made and processed through the accounting department. Delay in payment of any installment shall not relieve Buyer of its obligation to accept and pay for remaining installments. No payment shall be deemed to have been received until Seller has received cleared funds. Any discount(s) that may be applied to any order, goods or services rendered, may be withdrawn if payment of invoices to Seller are past due. Freight charges, surcharges and other special charges of any nature are not subject to any discounts. If payments are not made when due, the Buyer agrees to pay a service charge in the amount of past due invoice(s) at the rate of 1.8% per month or the maximum allowed by law.
TAXES, DUTIES & OTHER FEES
In addition to the agreed purchase price for Goods or Services, Buyer shall pay to Seller any and all applicable taxes on the sale, manufacture, delivery, use and/or other handling of Goods or Services, whether such taxes are characterized as goods and services tax, sales tax, use tax, excise tax, value added tax, business transfer tax or otherwise (collectively, “Taxes”).
HOLDS
Jobs or projects that are placed on hold for over 30 days may be billed to the current state of the project hours, material etc.
FREIGHT CHARGES
If the agreed purchase price for Goods and/or Services was based on freight being allowed to destination (whether such freight charges were agreed to be included in the purchase price or to be charged as a separate line item), any change in applicable freight rates, including, but not limited to, any applicable fuel surcharges assessed by Seller with or without prior notice, passed along by Seller to Buyer from a third party carrier between the date of quotation and/or acceptance of purchase order and the time of shipment will result in a corresponding change in price.
LIMITATIONS OF LIABILITY & EXCLUSIONS
IN NO EVENT SHALL SELLER’S LIABILITY, REGARDLESS OF THE CAUSE THEREOF, EXTEND BEYOND REPLACEMENT OR REPAIR OF GOODS OR SERVICES OR GIVING BUYER CREDIT FOR THE PURCHASE PRICE OF GOODS OR SERVICES SOLD OR PROVIDED, EITHER AT SELLER’S ELECTION, NOR SHALL SELLER HAVE ANY LIABILITY FOR LOSS OF TIME, COST OF LABOR, OR FOR ANY SEPARATE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES RESULTING FROM REJECTION OF FINISHED PARTS BY BUYER OR BUYER’S CUSTOMER(S).
INDEMNITY
To the fullest extent permitted by law, Buyer shall, at Buyer’s sole cost and expense, indemnify, defend, release and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller or its officers, directors, agents and employees based on any claim, in whole or in part, that the Goods and/or Services as fabricated, sold or manufactured by Seller in accordance with drawings, specifications or other information provided by Buyer fail to (i) be adequate for a particular purpose, (ii) comply with any product liability law, rule or regulation pertaining thereto and/or (iii) be adequate for any use to which the Goods and/or Services are put to after shipment by Seller to Buyer, and Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.
INSOLVENCY
Products that are not paid for by Buyer remain the property of the Seller, therefore, if the Buyer becomes insolvent, or if a petition for bankruptcy is filed by or against the Buyer, or should the Buyer violate any provision of this Agreement, Seller has or retains the right to enter any location where Seller’s products are stored that have not been paid for by the Buyer to reclaim Seller’s products. Buyer will be billed for all costs associated for the reclamation of Sellers products.
TRADE SECRET VIOLATION CLAIMS
Buyer expressly warrants to Seller that Goods or Services fabricated, manufactured or sold by Seller to Buyer in accordance with drawings, specifications or other information provided by Buyer shall not infringe upon any valid United States patent, copyright, or trademark, or knowingly violate any trade secret or other proprietary right of any third party. To the fullest extent permitted by law, Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.
WARRANTY
Valley Fab Corp, Newave Tower Components and Valley Workman hereby warrants and guarantees products and components manufactured and sold without defect in materials or workmanship for a period of one (1) year from the original purchase date. If an alleged defect is found within the aforementioned one year period the alleged defective part(s) will be replaced without charge. Manufacturer warranties on equipment or accessories manufactured by a third party and sold in conjunction by Valley Fab Corp, Newave Tower Components and Valley Workman products are limited to the respective third party manufacturer’s warranty and are not covered under this warranty. This warranty only covers product(s) components manufactured and sold by Valley Fab Corp, Newave Tower Components and Valley Workman.
This warranty excludes all costs incurred or associated with removal or reinstallation of product(s) or equipment and will not exceed the original purchase price of said product(s). This warranty excludes any product(s) that have been subjected to negligence, alteration, vandalism, civil disturbance, acts of terrorism, or acts of God, including, but not limited to, lightning, fire, flood, earthquake or other natural disasters.
TO MAKE A CLAIM
You must provide Newave Tower Components, Valley Fab Corp and Valley Workman written notice of any warranty claim. Written notice must include a copy of your original purchase receipt indicating the date of purchase. The Buyer relinquishes all rights, claims, or remediation if the Buyer does not supply a written claim within the specified time period. Photographic documentation shall be provided by Buyer upon request of Seller, in addition Newave Tower Components, Valley Fab Corp and Valley Workman reserves the right to inspect the alleged defective product.
SHIPMENTS & RETURNS
No returns will be accepted without authorization from customer service or sales, nor will returns be accepted if the parts/kit is not complete and/or there is damage present.
FINAL SALES
Any custom material or specially manufactured materials, products or goods sold may not under any circumstances be returned. All non-defective, incorrectly ordered, or unwanted inventory items must be returned within 10 business days after receipt of shipment. All returned items will be subject to 20% restocking fee and no items will be accepted for return after the 10 business day period expires.
WILL CALL ORDERS
All order discrepancies (incorrect or mislabeled product, damaged product, shortages or overages) must be inspected during pickup. Once the recipient has signed for the goods, it has been acknowledged that everything is correct and therefore forfeits the right to request a correction for incorrect, missing or damaged product.
SHIPMENT ORDERS
All order discrepancies (shortages, mislabeled product, damaged product or overages) must be reported to Customer Service within 5 business days after receipt of the shipment. Failure to notify the company within 5 business days will forfeit the right to request a correction for missing or damaged product. Defective product will be replaced or credited according to the product manufacturer’s warranty. Special orders, custom products or discontinued items are final sales and cannot be returned or exchanged. Except in the event of a shipping error, the client is responsible for the cost of returning all items.
BUYER CANCELLATION
Orders may not be cancelled by Buyer without the prior written consent of Seller, which consent will at times be conditioned on Buyer’s agreement to pay Seller’s cancellation charge. For a finished Product that, in Seller’s judgment, is readily resalable to others, the cancellation charge may not apply to the invoice price of the Product but may be subject to processing fees. For all other cancellations, the cancellation charge shall amount to all cost and expenses incurred by Seller and arising out of or in connection with Buyer’s purchase order plus 15% in profit.
SELLER’S LIEN
Until the unpaid contract price and any other amounts payable by Buyer to Seller under the agreement are paid in full, Seller shall have a right to lien on the Goods for the unpaid amounts. Buyer grants to Seller a security interest in the Goods to secure payment of such amounts.
ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement between Buyer and Seller. No representations, promises, agreements, written or oral, which are not contained herein, shall be of no force or effect. No change, modification or waiver of any provision hereof shall be valid or binding unless the same is in writing and accepted by the party against whom such change, modification or waiver is sought to be imposed. Certain changes may necessitate a change in the price for a Product or Services and Seller shall notify Buyer in writing of such price changes; once the product or goods are accepted with the change, Buyer shall have been deemed to accept the price change if not otherwise accepted in writing prior to acceptance.
NOTICES
All notices or other communications that are required or permitted to be given under this Agreement shall be sufficient in all respects if given in writing and delivered in person or by electronic mail, facsimile, courier, or mail, to the receiving party at the address shown on the Orders/Quotes/Acknowledgements, or to such other address as such party may have given to the other by notice pursuant to this Section.
WAIVER
No waiver by Seller regarding any of the provisions of the Terms of Sale will be effective unless specifically set forth in writing and signed by an authorized officer of Seller. Failure of Seller to insist upon the performance of any of the terms or conditions hereunder or to exercise any right or remedy hereunder shall not be deemed to be a waiver of such terms, conditions or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right.
AMENDMENTS & MODIFICATIONS
Terms and Conditions may only be amended or modified in a writing which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party.
GOVERNING LAW
The contract between Seller and Buyer shall be governed by the laws of the State of Oregon.