CertainTeed: Legal


 

Terms and Conditions of Sale – Ceilings - US



  1. SALES POLICY: Ceilings products will be sold in such areas to such customers and at such prices as CertainTeed Ceilings (CertainTeed) shall specify from time to time in Area Price Bulletins. Notice of changes in policy will be given at CertainTeed’s discretion. All orders are subject to acceptance by CertainTeed and are not binding on CertainTeed until and unless so accepted. Acceptance of any order by CertainTeed is expressly made conditional on Buyer’s assent to the terms and conditions set forth herein. In the event that any of the terms and conditions of any purchase order, order confirmation or other communication of Buyer conflict with any of the terms and conditions set forth herein, these terms and conditions shall govern, and CertainTeed hereby gives notice of its objection to any additional or different terms or conditions in any such purchase order, order confirmation or communication.
  2. TERMS OF PAYMENT: CertainTeed’s standard payment terms are Net 30 days from the invoice date. Contact CertainTeed’s Credit Department with any questions. If any amount is not paid when due, CertainTeed shall have the right, in addition to any other remedy available to it, to charge interest on such overdue amount at a rate equal to the lesser of 1% per month or the maximum rate permitted by law. ALL COMMUNICATIONS REGARDING BILLING DISPUTES AND ALL PAYMENTS OF ANY DISPUTED OR DELINQUENT AMOUNT ALSO MUST BE SENT TO CERTAINTEED’S CREDIT DEPARTMENT.
  3. DELIVERY: Prices are F.O.B. shipping point. Freight charges will be prepaid for customer’s account and indicated as a separate item on the invoice. CertainTeed will make every effort to deliver orders at the time requested; however, no delivery delay will support a charge back, set off or claim for direct, indirect, incidental or consequential damages of any type.
  4. TITLE AND RISK OF LOSS: Title and risk of loss passes to the Buyer upon delivery of the products by CertainTeed to the carrier at the shipping point.
  5. SECURITY INTEREST: CertainTeed reserves and Buyer grants to CertainTeed a purchase money security interest in all products sold and any cash receivables or cash from resale thereof to secure the full payment and performance by Buyer of its liabilities and obligations to CertainTeed. Buyer acknowledges that this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such documents as CertainTeed may request in order to perfect its security interest.
  6. TRANSPORTATION CHARGES/TYPE OF SHIPMENT: Contact CertainTeed’s Transportation Department.
  7. RETURN POLICY: Only Service Level A and B products are returnable upon prior approval by a duly authorized representative of CertainTeed. Any credit for such return shall be issued only after the products have been received and inspected by CertainTeed. Returns will be subject to a reconditioning/restocking fee of 40% of the invoice price of the products returned. All freight charges associated with returning any products will be at Buyer’s sole cost and expense. All other products returned to a plant will not be accepted by CertainTeed
  8. PRICE DECREASE: Upon publication of a price decrease, all unshipped orders will be billed at the new and lower prices. Unless otherwise notified or agreed, inventory adjustments will not be allowed.
  9. PRICE INCREASE: In the event of a price increase, all unshipped orders accepted by CertainTeed prior to the effective date of the price increase will be invoiced at the increased prices in effect at the time of shipment unless otherwise notified or agreed.
  10. PROTECTION OF SPECIFIC JOBS: Unless otherwise notified or agreed, no price protection will be granted on specific jobs, except that shipments for construction on Federal Government owned property financed with Federal funds may be made at the price that was in effect on the date contract was awarded to the general contractor, regardless of the date of shipment.
  11. SURCHARGES: Prices do not include surcharges for energy, transportation or other extraordinary or unexpected increases incurred by CertainTeed in connection with the manufacture, supply or delivery of products hereunder.
  12. WARRANTIES: CERTAINTEED’S WARRANTIES WITH RESPECT TO PRODUCTS SOLD HEREUNDER ARE AS SET FORTH IN THE CERTAINTEED CEILINGS PRODUCT CATALOG AS AMENDED FROM TIME TO TIME AND ARE SUBJECT TO THE TERMS, CONDITIONS, AND LIMITATIONS SET FORTH THEREIN. CERTAINTEED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  13. LIMITATION OF LIABILITY: CERTAINTEED’S LIABILITY FOR WARRANTY CLAIMS SHALL BE LIMITED TO THE REPAIR OR FURNISHING OF REPLACEMENT PRODUCTS FOR MATERIALS FOUND TO BE DEFECTIVE IN ACCORDANCE WITH THE APPLICABLE WARRANTY. NO OTHER DIRECT DAMAGES WILL BE PAID. CERTAINTEED SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR FOR OTHER PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. CERTAINTEED IS NOT RESPONSIBLE FOR LABOR CHARGES ASSOCIATED WITH THE REMOVAL OR REPLACEMENT OF DEFECTIVE PRODUCTS.
  14. CLAIMS: In case of warranty claims against CertainTeed for defect in manufacture, written notice of the basis for the claim and sample of product illustrating such defect must be submitted to CertainTeed. CertainTeed shall have 60 days from date of receipt of such notice to inspect and dispose of defective material if such claim is allowed. Under no circumstances are products to be returned to CertainTeed unless the Buyer has received CertainTeed’s written instructions to do so. The Buyer shall have no right to deduct the amount of any claim from CertainTeed’s invoice until the claim is allowed by CertainTeed or adjudicated by proper authority. Unless otherwise agreed, all claims for loss or damage to products in transit must be filed with the carrier by the Buyer. CertainTeed will give all reasonable assistance to the Buyer in collecting loss or damage claims from carriers by furnishing duplicate invoice, affidavits showing count when loaded, method of loading, etc. Buyer should in all cases immediately report loss and/or damages to carrier and request inspection in case of damage. On loss claims, Buyer should secure car or truck seal numbers and a signed exception report from carrier.
  15. FORCE MAJEURE: CertainTeed will not be liable for any loss or damage for its failure to ship any order in accordance with the terms of the order where such failure is caused by any requirement of a governmental agency or authority, shortage of raw material, strikes or other labor trouble, fire, riots, wars, acts of God or other causes beyond the control of CertainTeed.
  16. TAX: An amount equal to any tax or other governmental charge upon the production, sale, occupation of selling, shipment or use of material which is now or may be hereafter imposed by Federal, State, Municipal, or any other governmental authorities upon either the Buyer or CertainTeed which CertainTeed is obliged to pay or collect shall be added to the price and shall be paid by the Buyer.
  17. COMPLIANCE: CertainTeed certifies that these products were produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the Administrator of the Wage and Hour Division issued pursuant thereto.
  18. GOVERNING LAW: This agreement and any sales hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law rules. Both parties consent to the jurisdiction of Pennsylvania courts, including as appropriate the federal courts located therein, over any matters arising out this agreement or any sales hereunder.
  19. SEVERABILITY: If any provision of these terms and conditions of sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other provisions hereof, which together shall be construed as if such illegal or unenforceable provisions had not been included herein.
  20. ATTORNEYS’ FEES AND COSTS OF ENFORCEMENT: If it becomes necessary to place Buyer’s account with an attorney or other agency for collection, Buyer shall be responsible for all costs and expenses, including reasonable attorney’s and/or collection fees, incurred by CertainTeed in connection therewith.
  21. ENTIRE AGREEMENT: These terms and conditions of sale constitute the entire agreement between the parties with respect to the subject matter hereof. No course of dealing or usage of trade shall be relevant to supplement or explain any of these terms and conditions. No modification of these terms and conditions shall be effective unless made in writing and executed by CertainTeed. In the absence of Buyer’s written acceptance of these terms and conditions, the acceptance by Buyer of any products delivered hereunder shall constitute acceptance of these terms and conditions.
  22. ASSIGNMENT: This agreement shall not be assigned by Buyer without the prior written consent of CertainTeed, and any assignment made without such consent shall be null and void. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
  23. INTERNATIONAL SALE OF GOODS: The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement.

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