1. Terms And Acknowledgement.
These terms and conditions govern the sale of roof and floor trusses and related engineered building products (the “Products”) by Appalachian Truss Systems, LLC, (“Seller”) to the purchaser (“Buyer”). By purchasing Products from Seller, the Buyer agrees to be bound by these terms and conditions.
2. General Warranty And Limitations.
Products manufactured by Seller are warranted to conform to specifications and tolerances provided in the applicable industry standards, or Seller’s published standards, or otherwise incorporated in this agreement. The Products sold by Seller are not warranted to be or remain perfectly uniform in color, shade or texture (refer to the manufacturers warranties for specific tolerances and specifications).
3. Disclaimer of UCC Warranties
Seller hereby disclaims all warranties, express or implied, under the Uniform Commercial Code (UCC), including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The Buyer acknowledges that it is purchasing the Products “as is” and “with all faults.”
4. Title and Risk; Time and Place of Shipment.
Irrespective of any provisions concerning freight or price, title and risk of loss or damage shall pass to Buyer upon delivery of goods to any carrier, except a motor vehicle operated by Seller, at Seller’s plant or other shipping point. Seller reserves the right to route all shipments, and may assist Buyer in processing claims against carriers, without incurring liability therefor.
Unless the indicated shipping date is expressly guaranteed, advance information as to date of shipment is an approximation only, based upon Seller’s best judgment at the time. When prices include any costs of transportation from point of shipment, any increase in such costs becoming effective after the applicable price is quoted or established by Seller, and any costs for services provided by the carrier at no charge other than the applicable freight rate or tariff, shall be for Buyer’s account. Any extra costs of utilizing substitute methods of delivery, when the intended type of carrier, vehicle or loading or unloading facilities become unavailable, also shall be for Buyer’s account.
5. Late Payment Charge.
A late payment charge of 1.25 percent per month on the unpaid balance will be made on all past due accounts. In no event will this charge exceed the maximum rate allowed by law. Buyer also agrees to pay reasonable attorneys’ fees and other costs incurred at collection.
6. Limitation of Liability
In no event shall Seller be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the sale of Products including but not limited to damages for lost profits, business interruption, or loss of data. The Buyer acknowledges that variations in color or fabrication of the Products may occur and that Seller shall have no liability for such variations. The Buyer acknowledges that Seller’s liability is limited to the purchase price of the Products.
7. Inspection and Acceptance
The Buyer is responsible for inspecting the Products upon delivery and notifying Seller of any defects or nonconformities within thirty days of delivery. If the Buyer fails to notify Seller within this time period, the Products shall be deemed accepted. Buyer must afford Seller a reasonable opportunity to inspect the products in unaltered condition and evaluate the claims in accordance with procedures customary to the industry.
The Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages, or expenses arising out of the Buyer’s use or resale of the Products. Buyer will indemnify Seller against and hold Seller harmless from any claim of infringement of Copyright, Trademark or Trade dress resulting from the use of any words, designs, or art and any claim concerning machine readability of Universal Product Code symbols that Seller is requested to incorporate in or imprint or place on the products sold hereunder notwithstanding that Seller may be consulted as to, or may perform, art or design work or other special services in connection herewith.
9. Entire Agreement; Governing Law
These terms and conditions constitute the entire agreement between Seller and the Buyer and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to the sale of Products.
These terms and conditions shall be governed by and construed in accordance with the laws of North Carolina. The parties agree that any dispute arising out of or in connection with the sale of Products shall be resolved exclusively in the courts of North Carolina.