1. Entire Agreement: These Terms and Conditions of Sale (Terms) establish the rights, obligations and remedies of Banning Lumber and Millwork (Seller) and the Buyer (Buyer), form the entire agreement between Seller and Buyer, and apply to all sales transactions between Seller and Buyer unless otherwise specifically agreed to in writing by both parties. All prior oral or written agreements, including, but not limited to, terms in Buyer’s Purchase Order, which are different from or in addition to these Terms are not binding on Seller unless expressly accepted in writing by Seller’s duly authorized representative.

2. Price: All prices are subject to change unless noted on Seller’s quotation. Buyer will be invoiced at prices in effect at the time of shipment. All taxes, transportation costs, duties and other charges are in addition to quoted prices. The amount of any sales, excise or other taxes, if any, applicable to the goods shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with a valid exemption certificate.

3. Special Order Goods: All Special Order or made to order Goods will require a signed Quote and at least a fifty (50) percent deposit unless Buyer has been approved for a Credit Account. Special Order Goods will be invoiced upon receipt by Seller. Buyer has 30 days to take delivery of any Special Order Goods. If pick up or delivery has not been made within 30 days, Buyer agrees to pay $100.00 per month for storage.

4. Delivery: Seller will make a good faith effort to deliver Goods in accordance with Buyers schedule. Seller assumes no responsibility or liability for Seller’s non-performance caused by a force majeure event including, but not limited to an act of God, war, labor disputes, civil unrest, accident, pandemics, the inability to obtain materials or Goods, delays of carriers, contractors or suppliers, or any other causes beyond Seller’s control. For stock items, normal cut-off time for delivery the next day, is 2:00pm. A minimum order for delivery will be $250.00 plus taxes or will incur a $75.00 delivery fee.

5. Pick Up: Orders may be picked up Monday-Friday, from 7:30am to 4:00pm. Buyer assumes full responsibility for any loss or property damage that may be sustained while Goods purchased from Seller are loaded in or on Buyers vehicle, either by physical or mechanical means.

6. Inspection and Acceptance: Buyer shall examine all Goods upon receipt and prior to installation. All claims for damage, shortage, and errors in shipment or improper delivery must be made to Seller in writing within one (1) business day of delivery or pick up, after which date Returns: Buyer will be deemed to have accepted Goods and will have no right to reject Goods or to revoke acceptance. Buyer must make any claims for billing errors or adjustments within ten (10) business days from the invoice date. Claims not received in writing during such period of time will be waived by Buyer.

7. Returns: Upon prior approval, within 30 days of purchase, Buyer may return Goods which Seller stocks and are not Special Order Items if: (i) the Goods are in new condition, suitable for resale in undamaged original packaging and with all original parts; and (ii) the Goods have not been used, installed, modified, rebuilt, reconditioned, repaired, altered, or damaged. All returns are subject to a re-stocking fee of fifteen (15) percent, unless otherwise agreed to by Seller. Special Order or non-stock items may be returned only if the Seller has received authorization from the manufacturer or distributor for the return. Seller will issue credit to the Buyer once the Seller has received a credit. Buyer agrees to a re-stocking fee of twenty five (25) to fifty (50) percent on Special Order Goods. All Goods Buyer desires to return will need to be accessible for pick up.

8. Cancellation: Buyer may not cancel or modify an order without written consent of Seller and payment of any cancellation or re-stocking fees.

9. Payment: If Buyer is approved for Credit, Buyer shall pay for the Goods Net 10 Prox from date of Seller’s invoice unless other terms have been agreed to by Seller. Any discounts offered to Buyer are subject to these terms or will be rescinded in full. In the event of a late payment, Seller is entitled to treat Buyer’s entire account(s) as immediately due and payable without notice or demand. All past due amounts will be subject to a service charge accruing at a rate of up to 1.5% per month. Buyer shall not be allowed to retain or holdback payment and Buyer’s payment obligations are not contingent on any event other than Seller’s performance. Buyer’s receipt of payment or funds from any third party shall in no way relieve Buyer’s obligations to pay Seller. Buyer is not entitled to set-off any amounts due to Seller by Buyer in connection with any transaction governed by these Terms. Buyer’s credit application to Seller is hereby incorporated by reference.

10. Warranties:                                                                                                                                                                                                      (A) Goods: Seller warrants only title to the Goods sold to Buyer. All other warranties are those extended by the product manufacturer. Seller assigns to Buyer any and all manufacturer warranties and will assist Buyer to obtain repair, replacement, or other applicable remedy for a breach of warranty made known to Seller during the warranty period.   (B) Installation Warranty: For those Goods installed by Seller, if any, for a period of twelve (12) months from installation, Seller warrants that services shall be performed in a professional and workmanlike manner and in accordance with manufacturer’s installation instructions and local code requirements. Upon receipt of notice from Buyer that installation services were not performed in accordance with the limited warranty herein, Seller shall re-perform the services to the manufacturer’s specifications and/or local codes. The foregoing shall not apply if there is evidence of abuse or misuse by Buyer or any third party.                                                                                                 Warranty Exclusions: These warranties shall be void if there has been misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, storage, or installation of the goods. SELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR USE OR A PARTICULAR PURPOSE EVEN IF KNOWN BY SELLER. SELLER MAKES NO REPRESENTATION, WARRANTY, OR PROMISE THAT THE PRODUCTS OR SERVICES WILL CONFORM TO ANY APPLICABLE LAWS, ORDINANCES, REGULATIONS, CODES OR STANDARDS, INCLUDING BUT NOT LIMITED TO LOW LEAD OR LEAD FREE LAWS OR REGULATIONS, EXCEPT AS SPECIFIED AND AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

11. Limitation of Liability: IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY, LIQUIDATED, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUES, CAPITAL, BUSINESS OPPORTUNITY OR DOWNTIME COSTS, ARISING OUT OF THE SALE OF GOODS AND/OR SERVICES TO BUYER. This limitation shall apply regardless if the claimed damages arise from breach of contract, breach of warranty, tort, strict liability, or any other legal theory.

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