Terms and conditions
SteelBlue Terms and Conditions
These Terms and Conditions of Sale (these “Terms”) govern the sale by SteelBlue Building Components LLC (“Seller”) to Buyer (as specified in Seller’s quotation, order acknowledgement or invoice, “Buyer”), and Buyer’s purchase from Seller, of all Product(s) and/or Services (each as specified in Seller’s quotation, order acknowledgement or invoice, a “Product” or “Service” and collectively, “Products” and “Services”).
Acceptance and Modification. All sales by Seller to Buyer are expressly conditioned upon and limited to Buyer’s acceptance of these Terms, and any additional or different terms are expressly rejected by Seller (unless specifically agreed to by an authorized representative of Seller in writing). These Terms are automatically, irrevocably and unconditionally deemed accepted by Buyer upon the earliest to occur of Buyer’s acceptance of a quotation from Seller or Seller’s delivery of an order acknowledgement or invoice to Buyer (a “Sales Confirmation”, together with these Terms, the “Agreement”).[1] In no event shall the shipment of Products or performance of Services by or on behalf of Seller constitute acceptance by Seller of any terms or conditions in addition to or different from those provided herein.
Selling Terms. Prices quoted are for standard products and services of Seller unless otherwise noted, and any changes to quantities, specifications or the addition of components will alter prices quoted. All prices are F.O.B. Seller's facility, and all freight charges and risk of loss shall be borne by Buyer. Applicable taxes will be added to the listed price unless Buyer provides documentation of tax exemption satisfactory to Seller. Delivery dates will be established by Seller. Seller guarantees no delivery dates, as such dates are estimates only, and Seller reserves the right to make delivery in installments to fill an order. Seller shall not be liable for any losses or damages as a result of any delay in or failure of delivery due to any cause beyond Seller’s reasonable control, including but not limited to any Force Majeure Event. Seller shall use reasonable efforts to minimize any delay of delivery. Buyer shall dispose of the packing materials for Products at its own expense, and shall defend, indemnify, and hold harmless Seller for any and all costs and/or expenses of any kind in connection with such packing waste.
Payment Terms. An amount equal to 35% of the aggregate price of the Products and Services shall be due at the time of Sales Confirmation. Seller shall invoice Buyer the balance separately based on material shipments. Buyer shall pay all amounts due within thirty (30) days of Seller’s invoice date. Invoices not paid after 30 days of the invoice date are subject to a 1.5% per month late fee that will accrue until payment is made in full. Seller’s obligation to perform its obligations to furnish, ship or release material is specifically contingent on Seller’s satisfaction of Buyer’s status regarding any and all of Buyer’s accounts and obligations to Seller. If Buyer fails to pay an invoice when due, or if, in the judgment of Seller, the financial condition of Buyer at any time prior to shipment does not justify the extension of credit, then Seller may require modified payment terms (which may include, without limitation, payment in advance or satisfactory security in the form of a line of credit), and/or suspend or terminate manufacture of the products and/or performance of the services, and/or cancel any order upon written notice to Buyer. All delays occasioned by Buyer’s acts shall be at the expense of Buyer. Buyer shall promptly review each invoice upon receipt from Seller and shall advise Seller, in writing, within no more than 30 days of the invoice date, as to any amounts alleged to have been included on the invoice in error. Buyer shall be deemed to have waived any right to dispute an invoice, in whole or in part, if Seller has not received written notice of a dispute within 30 days of the invoice date in accordance with the preceding sentence.
Buyer grants Seller a purchase money or similar security interest in products located in any jurisdiction where such security interest is permitted, as well as any proceeds therefrom, for the purpose of securing all obligations of Buyer hereunder. Buyer authorizes Seller to execute on Buyer’s behalf and file such financing statements as Seller deems appropriate to perfect and/or notify Buyer’s creditors of Seller’s security interest. In this regard, Buyer hereby grants Seller an irrevocable Power of Attorney, coupled with an interest, with respect to filing any such financing statements. Seller shall have no liability whatsoever if Buyer makes payment in whole or in part to any bank account other than the bank account specified by Seller. Seller shall not be responsible for any losses suffered by Buyer due to Buyer’s inaccurate or incomplete payment resulting from 3rd party fraud, including, without limitation, false change of bank account communications, identify theft and other scams. To the extent Buyer receives any communication notifying Buyer of a change in Seller’s designated bank account, Buyer is required to verify the authenticity of the same directly with Seller.
Orders Based on Drawings.[2] Following the Sales Confirmation, Seller will perform field measurements and generate shop drawings against the most recent drawings provided by Buyer. Seller shall not be responsible for any errors, inconsistencies, or omissions that are a result of Buyer’s drawings, and Buyer shall be solely responsible for all costs and delays resulting from such errors in the materials due to inconsistencies between the contract documents and the actual site conditions. Seller will not perform a take‐off or provide field measurements on material only orders.
Changes; Cancellations; Termination. Seller reserves the option to change a product/service as long as the change does not affect form, fit or function thereof. Seller is entitled to rely upon all drawings, routings, dimensions and other items supplied by Buyer for the manufacture of products, and any change to the foregoing after Seller’s design work has begun will result in additional charges. [Products not in accordance with specifications will be rejected and held at Buyer’s risk awaiting disposal.][3]
Seller may terminate any order for products or services not yet fulfilled by Seller and/or cause any products with respect to which either transportation services or storage services are being provided to be returned to Seller upon written notice to Buyer 1) has not performed or complied with any term or condition of the Agreement, in whole or in part; or 2) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit or creditors. In the event of any such cancellation or return, Buyer shall pay Seller reasonable termination charges which may include, without limitation, any costs of manufactured materials or products, freight, tax, and other direct costs and labor costs, whether or not billed for or shipped at the time of such termination, as well as any amounts due for services provided, whether or not billed for at the time of termination, which are attributable to the subject order(s), whether partial or complete, pertaining thereto.
After the Sales Confirmation, Buyer may cancel an order only by giving written notice to Seller, return receipt requested, and by no other method. In the event of such cancellation, Buyer agrees to pay Seller for costs incurred by Seller in preparation to perform terms of the applicable order, including but not limited to Seller’s expenses in purchase of materials, engineering, fabrication, freight, tax and overhead, whether or not billed for or shipped at time of cancellation.
Installation. Should installation be included in any Products or Services, Seller and Buyer agree that Seller may subcontract such installation to a distributor or other subcontractor. Buyer shall ensure that Seller’s jobsite condition needs are met including, but not limited to, granting Seller access to openings in the building and supplying power and lighting in Seller’s work area. In the event that materials are required to be transported up or down stairwells, additional costs may apply. In the event Buyer fails to comply with such requirements, at Seller’s option and without limitation, Seller may: (1) refuse to perform its work until such time as Buyer has satisfied its obligations, and/or (2) charge Buyer for all additional labor and overhead incurred as a result thereby. Seller shall not be liable for any damages, including but not limited to delays, that arise out of Buyer’s failure to comply with this section.
Damage After Installation. Once Seller has installed work, in whole or in part, the duty to protect the installed materials shall pass to Buyer. If Seller’s installed materials are damaged by Buyer or any other third party and Buyer desires to have Seller repair such damage, then Buyer shall reimburse Seller for all expenses for such repair including materials, labor, overhead and profit.
Warranty.[4] Upon Seller’s delivery of the work contemplated by this Proposal and subject these terms and conditions, Seller warrants all Products as set forth in the applicable manufacturer’s warranty. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BY SELLER. Seller neither assumes, nor authorizes any other party or person to assume for it, any other obligations or liabilities in connection with the sale of products in accordance with these Terms. Limitation of Liability. IN NO EVENT SHALL THE TOTAL LIABILITY OF SELLER ARISING OUT OF OR RELATING TO THE AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO SELLER BY BUYER UNDER THE AGREEMENT AND, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, COLLATERAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR RESULTING FROM THIS AGREEMENT, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. For the avoidance of doubt, such excluded damages include, but are not limited to, loss of goodwill, loss of profits, loss of use, interruption of business, or other multiplier applied to any damages resulting from any delay, act, error or omission of Seller or any subcontractor of Seller.
Force Majeure. Seller shall not be liable or in breach to the extent performance is delayed or prevented, directly or indirectly, by causes beyond its reasonable control including, but not limited to, acts of God or Government, war, severe weather, epidemics or pandemics, material shortages, price escalations, strikes, or labor disputes (the foregoing and occurrences similar thereto, a “Force Majeure Event”).
Confidentiality; Proprietary Information. Any non-public, confidential or proprietary information of Seller, including, without limitation, pricing information, production processes, specifications, technical information, drawings, reports, documents, software, designs, inventions and other related information, whether or not constituting a trade secret (“Information”) provided by Seller to Buyer or otherwise made available to Buyer is proprietary to Seller, shall be held in confidence by Buyer, shall only be used by Buyer in connection with its purchase from Seller, shall not be used for any other purposes or reproduced or disclosed to third parties without Seller’s prior written consent. All Information shall remain the property of Seller. Buyer shall be liable for any direct or indirect loss to Seller arising out of or resulting from Buyer’s failure to comply with this provision.
Upon completion of order(s), Buyer shall promptly return or destroy, at its own costs, all Information together with all copies or reprints thereof then in Buyer’s possession or under Buyer’s control, and Buyer shall deliver within 48 hours of such destruction to Seller written certification signed by an authorized representative of Seller of its compliance with this paragraph. Buyer shall thereafter make no future use of or reference to, either directly or indirectly, Information or information derived therefrom without Seller’s prior written consent. The foregoing shall in no way obligate Seller to provide or supply Information. Information shall not include information that is readily available to the public through no wrongful act of Buyer or others.
Notwithstanding anything to the contrary contained herein, in the event that Buyer is required by applicable law to disclose any Information, Buyer shall promptly notify Seller in writing so that Seller may seek, prior to such disclosure, a protective order or other appropriate remedy or waive its compliance with the applicable terms hereof. If, failing the entry of a protective order hereunder, Buyer, in the opinion of its legal counsel, compelled to disclose Information under pain of liability for contempt, other censure or penalty, Buyer may disclose only that portion of such information that is legally required without liability hereunder; provided, that such party shall exercise its reasonable efforts to seek confidential treatment of such Information.
No Public Announcements, Required Disclosure. Buyer shall not issue or permit to be issued press releases or publicity in any form that relates to the Agreement or the subject matter thereof.
Damages to Doors.[5] Seller’s doors are packaged and loaded with care to minimize transit damage. However, due to road conditions and shipper handling procedures outside of Seller’s control, there are exceptions. Small dents or dings, as well as light paint damage due to wear and tear in transit, are classified as normal and, therefore, are NOT an approved reason to return or refuse delivery of the door(s). Seller cannot accept a return of any door due to a condition described in this paragraph.
Visible shipping damages other than those described in the immediately preceding paragraph must be reported to Seller, in writing, immediately. If Buyer sees physical damage to the carton, please show it to the delivery person and ask permission to open and inspect the package before signing for it. If Buyer notices damage to the item inside the carton, do not accept it and do not sign for it. Simply inform the driver that Buyer is refusing delivery due to damage and contact Seller immediately to make a report so Seller can have a replacement shipped to Buyer as promptly as possible. Buyer must check the door(s) upon arrival as Seller cannot and will not be responsible for any damages or missing items once Buyer has already signed for them. In the event Buyer determines there is any damage other than as set forth in the immediately preceding paragraph or that is visible upon receipt, such damage must be reported within 7 days of signing the shipping/delivery documents. No claim will be considered or accepted that is not reported as set forth herein. Buyer acknowledges and agrees that the remedies set forth in this section are Buyer’s exclusive remedies for the delivery of damaged or non-conforming products. Except as provided under this section, all sales of products to Buyer are made on a one-way basis and Buyer has no right to return products purchased other than as set forth herein.
Governing Law. These Agreement shall be governed by and construed in accordance with the laws of the state of Pennsylvania, without regard to the principles thereof relating to conflict of laws.
Attorney’s Fees. If Seller enforces any term or condition in the Agreement, Buyer shall be liable to Seller for all costs, including attorneys’ fees, incurred by Seller in enforcing the Agreement and in collecting any sums owed by Buyer to Seller.
Entire Agreement and Modification. The Agreement constitutes the entire agreement between Buyer and Seller with respect to the subject matter thereof and supersedes any prior representations, agreements, proposals, warranties, or understandings, oral or written, express or implied. No waiver, modification, amendment, rescission, additional or different terms or conditions, or other change to the Agreement shall be of any force or effect unless specifically agreed to in writing by an authorized representative of Seller.
Severability. The invalidity of any part of the Agreement shall not affect the validity of the remainder of the Agreement. The failure of Seller to assert any right at any time hereunder shall not prevent Seller’s subsequent assertion of the same or different rights.
Assignability. No assignment of the Agreement, in whole or in part, or of any rights or obligations under the Agreement shall be made by Buyer without the prior written consent of Seller. The Agreement shall be binding upon and inure to the benefit of Buyer’s successors and permitted assigns.
Waiver. Seller’s failure at any time to insist upon strict performance of Buyer of the terms of the Agreement shall not be construed as a waiver of Seller’s right to demand strict performance. The express waiver of one provision of the Agreement shall not be deemed a waiver of any other provision of the Agreement.