SPACERAK TERMS AND CONDITIONS
For purposes of the following, “Seller” is defined as Heartland Steel Products, LLC, any affiliate of Heartland Steel Holdings LLC and / or Heartland Engineered Products. “Buyer” is defined as the entity or individual applying for credit herein.
The terms and conditions herein shall apply to all sales from Seller to Buyer and to any quotations by the Seller of proposed sales.
All orders are subject to final approval and acceptance by the corporate office of the seller. No terms, provisions or conditions of purchase, other than those stated herein, shall be effective unless expressly and particularly accepted by Seller in writing and signed by its authorized representative. All proposals negotiations and representations, if any, made prior to this agreement, are merged herein.
Seller’s prices are F.O.B. Point of Shipment, unless otherwise specified. Terms of payment are net cash thirty (30) days after date of Seller’s invoice, unless otherwise specified, except that terms of payment are at all times subject to the approval of Seller’s Credit Department. Prices shall be subject to adjustments for Seller’s cost increases in materials, labor, equipment or transportation.
Seller warrants its products to be free of defects in material and workmanship and according to agreed specifications and for ordinary applications for which they were designed. This warranty shall extend for a period of ONE YEAR from the date of shipment. This warranty does not apply to parts which, through normal use, require replacement during the warranty period. Seller’s liability under the warranty shall be limited to repair or replacement of MATERIALS ONLY, F.O.B. Seller’s point of shipment.
For engineered products whose material or mechanical parts manufactured by Seller – Seller warrants that for one (1) year from the date of delivery or installation, no failure of material or mechanical parts manufactured by Seller will result from a defect in that material or those mechanical parts that existed on the date of delivery or installation. Buyer's sole and exclusive remedy for breach of this warranty is that Seller will, at its sole option, repair or replace any material or mechanical parts that do not conform to this warranty. Seller makes no warranty whatsoever on material or mechanical parts manufactured by anyone other than Seller.
For erection or installation: If Seller is required by the resulting contract to erect or install material or mechanical parts, Seller warrants that for one (1) year from the date of erection or installation there will be no failure of material or mechanical parts resulting from any failure by Seller to perform its erection or installation work in a good and workmanlike manner. Buyer's sole and exclusive remedy for breach of this warranty is that Seller will, at its sole option, repair or rectify any erection or installation work that does not conform to this warranty.
In no case will Seller be liable for any claim resulting from the use by Buyer of improper material or mechanical parts or from the use of Buyer of material or mechanical parts having apparent defects or damages when installed by the Buyer. Failure to install product according to Seller specifications voids all contracts warranties and liabilities. Backcharges will not be accepted without prior written authorization from Seller.
For projects manufactured to Buyer specifications or for components purchased and combined with components not manufactured or sold by Seller, The Buyer / Customer acknowledges that it has provided the Seller with specifications, engineering drawings and/or other specific designations of product that Buyer desires to acquire from the Seller to fit the Buyer’s own particular requirements. The Buyer is not relying upon the Seller in any respect for determination of the specifications of the product to be purchased. Accordingly, the Buyer agrees to not assert, and hereby waives, any claim against the Seller with respect to the specifications of the product required or its fitness for the Buyer’s intended purposes. Further, Buyer agrees to indemnify and hold harmless the Seller against any claim, loss or demand by any third party, including, but not limited to, Buyer’s own customers, employees, vendors, and subcontractors, relating to the product provided by the Seller pursuant to any contract or purchase. Buyer’s obligation to indemnify and hold harmless the Seller includes, but is not limited to, the sums incurred by the Seller for costs, reasonable attorney fees, and damage awards arising from or related to any claims, losses or demands by any third party.
THE WARRANTIES AND REMEDIES SET FORTH IN THE FOREGOING PROVISIONS OF THIS SECTION ARE LIMITED TO THEIR PRECISE TERMS AND PROVIDE EXCLUSIVE WARRANTIES AND REMEDIES IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES INCLUDING CLAIMS OF CONSENQUENTAL, INCIDENTAL OR SPECIAL DAMAGES. SELLER MAKES OR ASSUMES NO OTHER WARRANTIES OR GUARANTEES WHATSOEVER, WETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS. NEITHER CUSTOMER NOR ANY OTHER PERSON IS AUTHORIZED TO ASSUME FOR SELLER ANY OBLIGATION OR LIABILITY NOT STRICTLY IN ACCORDANCE WITH THE FOREGOING OR TO REPRESENT THAT SELLER MAKES ANY OTHER WARRANTIES OR GUARANTEES.The use of any sample or model during the negotiations leading to this contract serves merely to indicate the type of goods that will be tendered to the buyer. Such samples or models create no warranty that the goods shall conform to the samples or models.
- Taxes and Freight
Buyer shall be responsible for applicable local, state or federal taxes, and all freight bills required for this proposal unless otherwise specified. If sales, use or other State or Municipal taxes, in addition to any listed specifically as part of the stated purchase price are imposed upon the Seller Buyer shall promptly reimburse seller for same.
Quantities involving one or more carloads or truckloads of material are to be shipped at the carload or truckload rate (whichever is applicable) and the minimum rate, or actual weight, whichever is higher and any additional expense incurred by the Seller in making less than minimum carload or truckload shipments in order to meet the Buyer's demands, will be assumed by the Buyer.Unless stated otherwise, the prices quoted herein assume compliance with Seller standard boxing/packaging practices. Requirements that do not comply with Seller standard practices are subject to non-standard charges. Standard guidelines and non-standard charge rates will be furnished upon Buyer's request.
- Damage in Transit
Carriers (not Seller) are responsible for material lost or damaged in transit and Buyer should immediately give written notice of such loss or damage to carrier. Seller shall incur no liability for damage, shortages, or other cause alleged to have occurred or existed at or prior to delivery to the carrier unless Buyer shall have entered full details thereof on its receipt to the carrier.
Shipping or delivery date is approximate. Seller shall not be liable for delays in or failures of delivery due to strikes or labor troubles, suppliers’ delays, accidents, fire, flood, acts of God, action by governmental authority, changes requested by Buyer, or causes beyond its’ control. If shipment is delayed at the request of the Buyer, payment shall be made by buyer as though shipment has been made as specified and for any expenses incurred by Seller due to Buyer’s request in delaying shipment and the material shall be at the Buyer’s risk and subject to reasonable storage charges.
- Material Standards
All materials shall be furnished subject to the standard manufacturing and commercial variations and practice of the Seller. The Seller reserves the privilege of shipping overages or underage of weight, length, size and/or quantity in accordance with the Seller’s standard practices, if applicable. Engineered products are manufactured according to Seller current product specifications. The specifications embodied in a quotation and/or sales order hereby acknowledged have been provided to Seller by the customer and have been exclusively relied upon by Seller. The dealer or sales representative representing the transaction to Buyer is an independent contractor who is solely responsible for the accuracy of any measurements or other specifications which may have been provided to the customer. Seller expressly disclaims any knowledge concerning the accuracy or propriety of such measurements or other specifications. The Buyer bears responsibility for determining if such products meet the requirements of plans, specifications, or other contract documents for a particular project. Seller disclaims responsibility for compliance with contract documents.
- Claims for Defective Materials
Claims for errors, shortages, imperfections, deficiencies, etc., will not be accepted by Seller unless made within thirty (30) days after receipt of the material, and Seller shall in no event be liable for labor charges consequential damages arising from Buyer’s purchase or use of unsuitable or defective material. In case any material furnished by Seller is not in accordance with this contract Buyer will immediately discontinue its use and advise Seller of the facts, so that Seller may have a reasonable opportunity to investigate and decide what shall be done in the circumstances and so that possible loss or damage to either party may be prevented or minimized. Buyer’s remedies with respect to any product furnished by Seller here-under that is found by Seller to be defective or otherwise not in conformity with this contract shall be limited exclusively to the right to replacement thereof at the delivery point specified herein or to repayment of the price plus any transportation charges paid by Buyer. This obligation of Seller is expressly in lieu of any other obligation or of any warranty, expressed or implied including any implied warranty of merchantability or fitness.
Special items not considered as standard inventory by Seller, and/or manufactured by Seller to Buyer’s specifications or job requirements will become the sole property of the Buyer and will not be accepted for return.
On all cancelled orders Buyers shall compensate Seller for its performance, commitments and damages as follows:
- Normally stocked catalog items- Buyers shall pay Seller a cancellation fee equal to 25% of the purchase price.
- Special items not ordinarily stocked- Buyer shall pay all engineering, labor, and material costs used or committed by Seller plus 10% of the full purchase price. In no event shall the full amount exceed the purchase price. Such commitments include allocation of manufacturing time that cannot be re-allocated.
- Engineered Products - Buyer may cancel its order, reduce quantities, revise specifications or extend schedules only by mutual agreement as to reasonable and proper cancellation charges or pricing adjustments. These charges will take into account expenses already incurred and commitments made by Seller. The following schedule of cancellation charges will apply:
- Order entered, drawings started - $400.00
- Order entered, drawings complete, material in process - 65% of Total Project Cost
- Order complete. Ready to ship – 100% of Total Project Cost
- Compliance with the Law
Seller makes no warranty regarding the Occupational Safety and Health Act Standards or other government requirement if Seller’s products do not meet such standards and requirements. Seller shall cooperate with Buyer to meet them, but Seller may charge Buyer the reasonable value thereof.
Buyer is responsible for the load bearing capacity of the floor upon which purchased products may be installed or constructed. Buyer shall pay for all material and labor required to modify uneven floor surfaces.
- Governing Law
The parties acknowledge that the transaction that is the subject matter of this contract will be governed by the laws of the State of Michigan.
- Integrated Agreement
The terms of this contract are intended by the parties as a final expression of their agreement with respect to such terms and also as a complete and inclusive statement of such terms and are incorporated into all quotations or purchase documents.