Sterling Structural Panel Terms & Conditions

Effective January 1, 2023

The Parties. The following provisions set forth the Terms and Conditions by which STERLING SITE ACCESS SOLUTIONS, LLC, an Illinois limited liability company and its Sterling Structural division, with principal offices located at 501 E. 151st St., Phoenix, Illinois, 60426, together with its affiliated companies, (the “Company”), shall, as the case may be, sell to the buyer identified on the applicable Quotation (the “Buyer”) the Company’s structural panel products (the “Product”).
Agreement. The Quotation, these Terms & Conditions, and any attachments hereto or thereto, represent the entire agreement between Company and the Buyer with respect to the purchase of Products and supersedes any prior oral or written agreements or discussions; may not be modified or amended unless in writing and signed by each of the parties; and may not be assigned by Buyer without the written consent of the Company, which consent will not be unreasonably withheld. This Agreement shall commence the earlier of a) the date both parties accept the quotation or b) the day that the first Product is delivered to the project as provided herein. Unless specifically incorporated in a writing signed between the parties, any terms and conditions of a Buyer purchase order or other writing are not considered part of the terms and conditions of the agreement for supply of Product between the Company and the Buyer.
The Quotation and these Terms and Conditions for the purchase of Products are confidential information. Without the prior written consent of the other Party, neither party shall (i) use such confidential information for any purpose other than the purchase by Buyer of Products from Company, or (ii) disclose such confidential to any third party, except to (A) such party’s legal or business advisors acting under a duty of confidentiality, or (B) as required by law, provided that nothing herein shall preclude either party from announcing the existence of this Agreement for the purchase and sale of Products.
Quote Expiration. Quotations are valid for only 14 days from the date set forth on the Quotation provided by Company to Buyer unless a different period is specified on the Quotation in which case that period will apply. No changes will be made to an accepted quotation after the date of first shipment.
Sales and Use Taxes. The Buyer will pay all applicable sales and use taxes applicable to the purchase of the Product. Taxes will be separately shown on the Quotation and any invoices for the purchase of Products by Buyer. If the Buyer is exempt from any or all sales or use taxes, Buyer will provide Company with a copy of the sales exemption certificate.
Shipment, Delivery, Title, and Risk of Loss. Unless otherwise agreed to in a writing signed by Buyer and Company, all shipments of Products will be to the designated shipping point set forth on the Quotation. The title to, and risk of loss with respect to, the Products shall transfer to Buyer upon delivery. Unloading materials is the responsibility of the Buyer. Buyer is responsible to protect product from staining, damage, or discoloration associated with storing and handling materials.
Payments. Company will submit timely invoices and, unless otherwise provided for in the Quotation, Buyer will pay such invoices in US Currency based on payment terms to be established by the Company in its Quotation. Any payments not paid when due shall accrue interest at the rate of 1% per month from the date due until paid. Failure to make a timely payment shall be an event of default. Company reserves all rights and remedies in the event of default
Design & Installation. The selection of the quantity of Products, installation of the Products and any design, engineering or construction for the Project that will incorporate the Products are the responsibility of the Buyer and will be performed solely by or at the direction of the Buyer. Assembly and installation methods / procedures are governed by PE stamped structural drawings. All final design and install defined by Engineer of Record and General Contractor. The Company is not responsible for any loss, damages, costs, or expense resulting directly or indirectly from the installation or use of the Products.
Production. Company will not begin manufacturing until final drawings are approved by Buyer and prepayment is received if applicable.
Inspection. The Buyer will promptly inspect Product (but such inspection shall be completed within five (5) days of date of delivery) and shall within 24 hours of inspection notify Company of the discovery and/or determination of any defective Product. Any Product confirmed to be defective, at Company’s option, will be replaced or credited in a commercially reasonable manner and time frame. As directed by Company, Buyer will either (i) ship the defective Product to a Company designated location at Company’s cost for such return freight charges, or (ii) destroy and dispose of the defective Product in accordance with all applicable laws. Upon request by Company, Buyer will certify in a writing, executed by an officer of Buyer, the completion of such destruction and disposition.
Additional Costs in the Event of Project Delays. Should the Buyer not be able to accept shipment of the Company’s product as scheduled, due to Buyer’s project delays, Buyer is responsible for any costs or expenses incurred by the Company to store or maintain product.
In the event that prior to the final shipment of an order, Buyer may request to make changes to any order for Products. Company will promptly and reasonably consider such changes, provided all requests for any such changes shall (i) be in writing, (ii) where applicable, provide for equitable adjustments in the purchase price or fees and (iii) provide for reimbursement to Company for its costs to implement such changes and (iv) be subject to Company’s prior written approval, which shall not be unreasonably withheld. If Buyer cancels an accepted order at any time and Company has incurred any costs, the Buyer shall be invoiced and shall pay for all such costs.
Indemnification:
1. Except to the extent of any willful misconduct or gross negligent act by Company, the Buyer shall indemnify and hold Company harmless from any claim, proceeding, judgment or order (judicial or administrative), lien, security interest, liability, loss, damage, cost, expense (including reasonable attorneys’ fees), penalty or fine, or forfeiture or seizure (collectively, “Damages”) that the Company may sustain.
2. The Company shall indemnify and hold the Buyer harmless from any Damages (as defined above) that the Buyer may sustain or be subjected to as a result of any willful misconduct or gross negligent act by the Company, its employees, agents, representatives, or subcontractors for any injury or death of any third party, or any damage to the property of any third party.
Limitation of Liability. In no event will either party be liable to the other party or its affiliates (if any) for special, indirect, incidental, or consequential damages (including but not limited to lost profits, damage to goodwill, or loss of business), whether based on the use or possession of the products. The foregoing limitation shall not apply to claims by third parties for personal injury or third-party property damage. The liability of the Company to the Buyer will not exceed the purchase price for the Products.
Force Majeure. Company’s failure to perform its obligations hereunder shall be excused to the extent and for the period of time such nonperformance is caused by an event of force majeure, including but not limited to war, invasion, fire, explosion, flood, riot, strikes, acts of God, acts or threatened acts of terrorism, energy shortage, material supply chain interruption, acts of government, its agencies or instrumentalities, or contingencies or causes beyond Company’s reasonable control.
Governing Law. This Agreement shall be construed and enforced according to the laws of the state where the Products are delivered without regard to its conflicts of law provisions. The Buyer agrees to the jurisdiction and venue of the courts of the Circuit Court for the State and County in which the delivery point is located for resolution of any and all disputes that may arise out of or result from any act or omission of a party hereunder. In the event of any legal action related to this Agreement, including any arbitration pursuant to the Dispute Resolution set forth below, the prevailing party in such action shall be entitled to be reimbursed for its costs and fees (including reasonable attorneys’ fees) incurred in such action.
Warranty. Company warrants that it has good and marketable title to the Products purchased hereunder. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESSED OR IMPLIED AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Claims/Dispute Resolution. To the extent not resolved by the parties after a meeting by senior management of each party, any dispute brought by either party shall be decided through arbitration in accordance with the Construction Industry Arbitration Rules of JAMS ADR. The arbitration will be before a single arbitrator and the decision of the arbitrator shall be final and binding. Any arbitral award shall be specifically enforceable in any court of competent jurisdiction. All costs incurred by the prevailing party in dispute resolution will be reimbursed by the non-prevailing party. Any claim by Buyer against Company (including, without limitation, claims for shortages, defects, or damages) must be brought within one year of the date knew or should have known of such claim.
No Right to Set Off. Buyer waives any right it now has or later acquires to set off any amount due from Company or its affiliates against amounts owed by Buyer hereunder.
Notices. If either party is required or permitted to send the other party any notices, such notices shall be in writing and sent to the other party at its last business address by (i) electronic mail or facsimile, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) by private overnight delivery service. Notices shall be effective upon receipt.