All sales of goods are expressly limited to and made conditional upon, the acceptance by the purchaser indicated on any invoice (“Purchaser”) of the exact terms and conditions contained in these Terms and Conditions. The terms and conditions of purchase and/or sale contained on any request for quotation, purchase order or other business document received from purchaser are expressly superseded hereby and shall not be construed as part of the agreement indicated on any invoice between Front Range Lumber Company (FRLCo) and Purchaser. “Goods” means the goods, products and materials supplied and/or delivered for or by Seller to Purchaser, as such were approved by Seller in reply to Purchaser’s order accordingly listed in the invoice reflecting such purchase.
RETENTION OF TITLE AND RISK OF LOSS: Title shall pass to Purchaser only upon full payment by Purchaser for the Goods and following payment of any other outstanding debt by Purchaser to Seller. All risk associated with the Goods shall pass to Purchaser on delivery or with the passing of title in the Goods, whichever occurs first; provided, however, that where delivery is delayed due to circumstances caused by or within the responsibility of Purchaser, risk of loss shall pass to Purchaser upon Seller’s notification that the Goods are ready for delivery.
LIMITED WARRANTY AND DISCLAIMER: Should any of the Goods sold hereunder prove defective due to faulty manufacture or fail to meet any written specifications accepted by FRLCo, Purchaser shall notify FRLCo promptly of any claimed defect, and in any case, within thirty (30) days of the delivery date regardless of the date of discovery of the defect. It is an express condition for this warranty that Purchaser notify FRLCo of any claimed defect within thirty (30) days of delivery date. FRLCo’s liability for defective Goods shall be limited to repairing or replacing, at FRLCo’s option, any defective Goods, and the repair or replacement represents FRLCo’s sole and exclusive liability for any defect or failure of the Goods, whether liability is based on contract, warranty, or tort, and in no event shall FRLCo’s liability exceed the price of the products purchased by Purchaser. Any warranties provided herein are available to only the Purchaser, and do not extend to any subsequent owner or user of any Goods sold pursuant to the terms of any invoice. Purchaser hereby indemnifies and holds FRLCo harmless from and against any and all other claims, liabilities and actions by third parties, including (without limitation) customer(s) of Purchaser, relating to the specified Goods sold under any such invoice. Purchaser assumes all risk and liability for results obtained from use of the Goods sold hereunder, whether singly or in combination with other products.
ANY WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL FRLCo BE OBLIGATED, OR LIABLE, FOR ANY INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, LOSSES, OR EXPENSES IN CONNECTION WITH OR BY REASON OF THE USE OF OR INABILITY TO USE GOODS PURCHASED FOR ANY PURPOSES.
PURCHASER’S OBLIGATIONS: Purchaser agrees that (i) before using the goods purchaser shall determine the suitability of the product for purchaser’s intended use and shall assume all risk and liability whatsoever in connection with that determination, (ii) purchaser shall use all products properly, and (iii) purchaser shall install the product in accordance with applicable Federal, State, and local laws and codes. Purchaser shall indemnify and hold harmless FRLCo, and if so requested defend FRLCo, from any and all costs, claims, damages, judgments, and expenses (including reasonable attorney’s fees) suffered or incurred by FRLCo as a result of, or in connection with, any act, omission or use of the product by purchaser, it’s employees or customers or any breach by purchaser of this agreement.
PAYMENT: Payment in full is due by the tenth day of the month following purchase date. If payment is not made within thirty days from invoice date, FRLCo shall be entitled to charge interest at the rate of 2% per month. Buyer is not entitled to withhold any part of the purchase sum as security for the performance of any guarantees or on account of delay in delivery owing to circumstances beyond the control of FRLCo.
ADDITIONAL SERVICES: If, through a purchaser’s error or change in specification, services by FRLCo must be repeated one or more times, purchaser shall pay FRLCo upon demand for such extra services.
PARTIAL PAYMENT: Payments by purchaser to FRLCo of a lesser amount than is then due and owing by purchaser pursuant to all outstanding invoices shall be deemed a payment on account of the earliest dated invoice. No endorsement or statement on or accompanying any check, money order, or other form of remittance by purchaser shall be deemed an accord and satisfaction without FRLCo’s express written consent thereto. Any acceptance by FRLCo, or any agent of FRLCo, of any such check, money order, or other form of remittance by purchaser as partial payment shall be without prejudice to FRLCo’s right to recover the balance of all outstanding invoice amounts or to pursue any and all other remedies provided by law or equity.
RETURNS: Products cannot be returned without prior authorization. ALL returns are subject to a restocking fee &/or handling fee. Special order items, in particular, may not be returnable and if accepted for credit, a heavy return charge will be assessed. Management reserves right to issue “In-store” credit only. No returns allowed 14 days after purchase.
TAXES: Buyer shall pay to FRLCo the amount of any sales, excise, use or other tax applicable that FRLCo may be required to pay.
RIGHTS: The seller’s failure to exercise any right under any invoice upon one or more occasions shall not waive seller’s right to exercise such rights on any other occasion. Mechanic lien rights are specifically incorporated herein.
APPROVAL: Even though an individual may have an approved “open account” with FRLCo, acceptance of any order and terms of payment on all sales and orders are subject to individual approval by the management of FRLCo.
VENUE: In consideration for the extension of credit by FRLCo, customer agrees that any action to enforce payment of past due amounts, to collect any sums due FRLCo, or to resolve any dispute between customer and FRLCo may be brought before the Courts of the State of Colorado, for the County of Jefferson and that this agreement and the dispute will be interpreted pursuant to the laws of the State of Colorado. Customer hereby agrees to submit to the jurisdiction of the Courts of the State of Colorado for the foregoing purposes. If legal action by FRLCo is necessary to collect any account, the prevailing party will be entitled to recover reasonable attorney’s fees in addition to all costs and other necessary expenses arising from such legal action.
GRADE: Unless otherwise specified on the face of order, lumber will be graded on basis of official grading rules of appropriate manufacturers’ association in effect at time order is accepted. In case of dispute over grade, official re-inspection report of said association shall be basis of settlement, and costs shall be paid in accordance with rules of said association. The portion of the shipment containing the stock in dispute must be held intact until settlement is made. All claims for grade, shortage, damage, etc. must be made within five (5) days of delivery in writing.
PERMISSIBLE VARIATIONS, STANDARDS, AND TOLERANCES: Except for the particulars specified by Purchaser and expressly agreed to in writing by FRLCo; all products shall be produced in accordance with FRLCo’s standard practices. All products, including goods produced to meet exact specifications, shall be subject to tolerances and variations (concerning dimension, weight, straightness, bow, warp, section, composition, and mechanical properties, normal variations in surface, internal conditions, and quality) consistent with custom and usage in FRLCO’s industry.
ERRORS: Errors in extension of footage, prices or clerical errors are subject to correction.
DELAY: All orders are accepted by FRLCo upon the express understanding by purchaser that, if a specific shipping date is designated on any invoice, or any quotation or other written or oral communication, FRLCo shall not be liable for delays in delivery of the Products, all such shipping dates to be considered non-binding estimated shipping dates. Without limiting the foregoing, in no event shall FRLCo be liable for any delays caused by inability to obtain transportation, equipment, labor or material, insurrection, fires, floods, storms or embargoes; actions of any military or civil authorities, whether legal or de facto, strikes, lock outs and other labor difficulties, riots, acts of God, delay in delivery of specification or additional specifications or changes in the specification or other circumstances beyond the control of FRLCo. In addition, and in any event, FRLCo’s liability from all causes is limited to the value of the Goods sold, and under no circumstances shall FRLCo be obligated for consequential, incidental, or other damages, losses, or expenses in connection with or by reason of any delay.
DEFAULT: Upon failure of Purchaser to pay any amounts due to FRLCo, or in the event of any breach or anticipated breach by Purchaser of any contract with FRLCo, or if Purchaser shall either (i) become insolvent, (ii) call a meeting of its creditors, or (iii) make any assignment for the benefit of creditors, or if (iv) a bankruptcy, insolvency, reorganization, receivership or reorganization proceeding shall be commenced by or against Purchaser, then, in each such occasion, FRLCo may, at its sole discretion, opt to (1) cancel this and any other invoice or contract with Purchaser (without waiving any of FRLCo’s rights to pursue any remedy against Purchaser); (2) claim return of any Goods in the possession of Purchaser, the title of which has not passed to Purchaser, and enter Purchaser’s premises (or the premises of any associated company or agent where such Goods are located), without liability for trespass or any alleged damage, to retake possession of such Goods; (3) defer any shipment hereunder; (4) declare forthwith due and payable all outstanding bills of Purchaser under this or any invoice or contract; and/or (5) sell all or part of the undelivered Goods, without notice at public and/or on private sale, while Purchaser shall be responsible for all costs and expenses of such sale and shall be liable to FRLCo for any shortfall in the discharge of the amounts due to FRLCo.
GENERAL: This document is acknowledgement of all present and future orders and the entire contract between FRLCo and Buyer is contained on any invoice except such terms as may be specifically incorporated herein by reference; no alleged oral promises or conditions not set forth herein shall be binding upon either party, and any prior negotiations between the parties are merged herein. Unless expressly agreed to in writing with respect to a particular sale, all sales are made in accordance with and subject to these terms and conditions.
AMENDMENTS: These Terms and Conditions may not be modified, including pursuant to any order made by purchaser or in any other document, unless such modification is made in writing and is executed on behalf of FRLCo, by its President.
ENGLISH ONLY: IT IS THE EXPRESS WISH OF THE PARTIES THAT THIS LIMITED WARRANTY AND ANY RELATED DOCUMENTS BE DRAWN UP AND EXECUTED IN ENGLISH ONLY.