The following terms and conditions shall apply to the transaction described in the accompanying Sales Agreement (“Agreement”) between J.C. Woodworking, LLC (“Seller”) and the entity shown as the Buyer on this Agreement. Whenever a term defined by the Pennsylvania Uniform Commercial Code (“UCC”) is used herein, the definition contained in the UCC shall control.
1. Agreement. A sales agreement shall constitute no more than Seller’s offer to sell goods to Buyer in accordance with the following terms and conditions and any additional terms and conditions expressly set forth or incorporated by express reference on the Agreement (hereinafter collectively referred to as the “Terms and Conditions”), which when accepted by Buyer shall constitute a binding contract between the parties. This Agreement includes and fully incorporates these Terms and Conditions.
2. Acceptance. Acceptance of this Agreement is expressly limited to the Terms and Conditions, and any terms and conditions proposed by Buyer in its proposal, bid, purchase order, offer, acceptance, acknowledgment, transmittal or any other document which are different from, conflict with or add to the Terms and Conditions shall be deemed to materially alter the Terms and Conditions and are hereby objected to and rejected by Seller. Acceptance of this Agreement, including acceptance of the Terms and Conditions, shall occur upon the happening of any of the following events: (i) receipt by Seller of the acknowledgment copy of this Agreement signed by Buyer without alteration thereto, (ii) receipt by Seller of notification from Buyer that Buyer has commenced performance hereunder,(iii) payment of deposit monies or (iv) Seller’s tender of the goods to Buyer’s carrier for transportation to Buyer.
3. Taxes. The prices for the goods sold hereunder include all Federal, state, and local taxes imposed upon or on account of such sale, unless otherwise indicated herein.
4. Orders/Invoices. Invoices shall be payable in the following manner; all orders require a fifty percent deposit in order to i) hold material already in inventory or ii) begin collecting material specific to a custom order of any material not currently in stock. The balance is due prior to shipment or with cash or a cashier’s check upon pick-up if customer is picking up material or upon delivery if JCWoodworking, LLC is delivering to Buyer’s site. Deposits are not refundable for any reason and all sales are final with no acceptance of returns or exchanges of material.
5. Force Majeure. Seller shall have no liability to Buyer or Buyer’s customers or users and shall have the right to suspend shipments to Buyer hereunder without penalty or liability to Seller in the event of war, riot, flood, acts of God, fire, court order, strike, work stoppage, act of governmental authority, or other causes beyond Seller’s control. Seller shall not be liable to Buyer for its failure to accept delivery of goods purchased hereunder, provided such failure arises from such above-mentioned causes.
6. Title; Risk of Loss; Delivery. Seller warrants that it is the lawful owner of and has the right to sell the goods under this Agreement and will defend the same against all lawful claims and demands of all persons. The risk of loss due to casualty or destruction shall be borne by Buyer upon (i) delivery of the goods (ii) payment in full for materials that Buyer is not yet ready to transport for any reason (iii) more than 14 days has passed from the delivery of final invoice from Seller to Buyer. Under this Agreement, delivery of the goods shall be deemed to have occurred upon Seller’s tender of the goods to the carrier for transportation to Buyer or upon Seller arriving at Buyer’s place of business with the goods. Under this Agreement, payment in full shall be deemed to have occurred upon receipt of final payment. Should Buyer pay in full, but for any reason leave merchandise at (i) Seller’s location (ii) at original place of origin or any other location, the risk of loss shall be borne by Buyer. If for any reason the Buyer has not paid in full within 14 days of final invoice, Buyer also assumes the risk of loss for any material paid for with the initial deposit.
7. Inspection. Buyer shall have the right to inspect the goods delivered under this Agreement and agree promptly to notify Seller of any nonconformity or defective condition. Unless Buyer gives prompt written notice to Seller of such nonconformity or defective condition, Buyer rights and remedies under this Agreement shall be deemed to have been waived. No claim for nonconformity or defective condition may be made by Buyer more than 10 days after date of delivery of such goods to Buyer.
8. Exclusion of Warranties. The Goods sold hereunder are purchased “as is—where is” and with all faults. It is possible that any reclaimed product may have lead paint on it or may have been exposed to lead point at some point. Any reclaimed material may also have inactive or active insects in it. Unless otherwise noted, no material is kiln dried or fumigated. Seller is not responsible for providing fumigation. Any issues arising during transport regarding fumigation are the responsibility of Buyer. In no event shall seller be liable for any loss or damage arising directly or indirectly from the use of any of the goods. Seller makes no express warranty with respect to any goods sold under this agreement and specifically excludes all implied warranties from this agreement, including but not limited to any implied warranty of merchantability or fitness for a particular purpose or use. It is possible that any reclaimed product may have lead paint on it or have been exposed to lead paint during its’ lifetime.
9. Exclusion of Consequential Damages. In no event will seller be liable for any incidental or consequential damages of buyer. Some states, however, do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Buyer. In addition, Buyer may also have other rights that vary from state to state.
10. Identification. Buyer and Seller agree that identification shall not be deemed to have been made until both parties have agreed that the goods in question are to be appropriated and fulfill the requirements of performance of this Agreement.
11. Termination. Seller may cancel this Agreement if any of the following occurs: (a) Buyer becomes insolvent; (b) Buyer ceases to conduct its operations in the normal course of business; (c) Buyer is unable to meet its obligations as they mature, or admits in writing such inability; (d) Buyer files a voluntary petition in bankruptcy; (e) Buyer suffers the filing of an involuntary petition in bankruptcy and the same is not dismissed within thirty days after filing; (f) a receiver, custodian, or trustee is appointed for Buyer or for a substantial part of Buyer’s property; (g) Buyer fails to make payment on the terms and within the time specified in this Agreement; or (h) Buyer executes an assignment for the benefit of its creditors. In the event of such cancellation, Seller shall have all rights and remedies set forth in the UCC of any applicable jurisdiction and all other remedies available at law or in equity.
12. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given, made and received when personally delivered against or upon actual receipt by registered or certified mail, postage and fees prepaid, return receipt requested, to the respective addresses of the parties listed on the Agreement. Any party may alter the address to which communications or copies are sent by giving notice of such change of address in conformity with the provisions of this paragraph.
13. Changes. No changes to this Agreement shall be undertaken except upon written authorization of both Seller and Buyer.
14. Entire Agreement. When accepted, this Agreement and these Terms and Conditions will constitute the complete and exclusive statement of the terms of the contract between the parties hereto, are intended as a final expression of the terms of such contract and will supersede all prior and contemporaneous agreements, inducements or conditions, express or implied, oral or written. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term herein. Seller’s acceptance or acquiescence in a course of performance rendered by Buyer hereunder shall not be relevant to determine the meaning of this contract even though Seller has knowledge of the nature of the performance and opportunity for objection.
15. Assignment. Buyer shall not assign, delegate, or subcontract any of its rights or obligations hereunder without the prior written approval of Seller. Any such assignment, delegation or subcontracting, without Seller’s prior written consent shall be void.
a. Buyer shall be bound by any representation or undertaking made by any of its agents or employees with respect to the type, specifications, quality, packaging, price, or conditions of delivery of the goods. By accepting this Agreement, Buyer ratifies any such representation or undertaking made by any of its agents or employees.
b. In the event that any provision of this Agreement is declared invalid by any tribunal or law, the remainder of the provisions shall not be affected thereby, and each term and provision not declared invalid or unenforceable shall be valid and shall be enforced to the fullest extent permitted by law.
c. This Agreement and these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
d. This Agreement and these Terms and Conditions and all questions relating to their validity, interpretation, performance, and enforcement shall be construed in accordance with, and shall be governed by, the substantive laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.
e. No claim or right arising out of a breach of the Agreement by Buyer may be discharged in whole or in part by a waiver of the claim or right, unless the waiver is in writing signed by an authorized representative of Seller. Seller’s waiver or acceptance of any breach by Buyer of any provisions of this Agreement shall not constitute a waiver of or an excuse for nonperformance as to any other provision of this Agreement nor as to any prior or subsequent breach of the same provision.