TERMS & CONDITIONS

Please refer to the quotation number and date on all orders. Indicate desired delivery dates, quantities and item priority if applicable. Please contact our office for delivery schedules. Delivery lead-time will be estimated upon receipt of order, and is based on actual demand at that time. Any dates discussed prior to order are non-binding estimates. Orders for non-standard products should be accompanied by specifications, and blue prints or scale drawings. Notify us as soon as possible to insure prompt delivery.

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THE COMPANY POLICY TERMS AND CONDITIONS, DELINEATED HEREIN SHALL APPLY TO ALL QUOTATIONS, OR OFFERS TO SELL

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1. Goods to Be Provided

HIFOND INC agrees to sell to Customer, on the terms and conditions stated herein, the materials and related items (the "goods") identified in HIFOND INC's quotation to Customer. Customer is solely responsible for determining whether the goods listed are the correct types and/or sufficient in number to meet Customer's needs and/or requirements. HIFOND INC's offer to sell is based on customer approval of HIFOND INC standard product drawings or submittals, and not in accordance with any plans and specifications, unless agreed to in writing by a duly authorized representative of HIFOND INC.

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2. No Additional Terms of Sale

Customer's acceptance of HIFOND INC's quotation is limited to these Terms and Conditions of Sale. Any new or different terms or conditions stated or proposed by Customer in its acceptance of HIFOND INC's quotation or in any accompanying or related purchase order or other document are hereby rejected by HIFOND INC and shall not be binding upon HIFOND INC. The entire contract is embodied in this writing. This writing constitutes the final expression of the parties' agreement, and it is a complete and exclusive statement of the terms of that agreement.

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3. Payment Terms

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These terms and conditions apply to all sales of Foida products. These terms are specifically incorporated into any quotation or proposal issued by Foida to Customer.

Quotations or proposals made to Customer by Foida are only valid for a period (30) days and then only for the prices, quantities, sizes and normal shipping. Purchase orders placed beyond (30) days of the original quotation, will be priced at the then prevailing price, quantities available and delivery schedule available.

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a)  Customer agrees to pay all applicable Federal, State, or Local revenue, excise, sales, transfer, use or similar taxes, including tariffs that may be imposed on any component material which increases the cost of the Product. Customer shall provide Foida with a suitable tax-exempt certificate acceptable to taxing authorities if Customer claims that the transaction is tax exempt. Customer is not obligated to pay Foida’s income taxes on account on these Terms and Conditions.

b)  Customer shall pay for all non-standard, non-stock and/or made to order Product even if Customer cancels the order and the Product does not ship. Customer shall be invoiced at the time of shipment and payment is due no later than (30) days after the date of invoice. All amounts due shall not be subject to set-off, deductions, or any counterclaim made by Customer. Customer agrees to pay a service charge at the rate of 1.5% per month on all balances due after (30) days. Foida may refuse to ship any Product to Customer when Customer has any invoices that are past due.

c)  Title to the Product does not pass to the Customer until all amounts due to Foida are paid in full and Foida retains a security interest in the product which may be formalized by filing under the Uniform Commercial Code.

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4. Time for Performance

HIFOND INC will endeavor to meet any reasonable shipping date(s) requested by Customer. However, HIFOND INC does not guarantee that the goods will be furnished by any particular date. All shipping dates stated or indicated are estimates only and are based upon conditions known at the time the dates were stated or indicated. HIFOND INC shall not in any event be liable for any loss or damage sustained by Customer on account of failure to meet any delivery or shipping date.

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5. Delivery

Customer or its designated representative shall be prepared to unload, receive, and accept the goods at the time specified on the order. Customer shall provide assistance in delivering the goods, including but not limited to assisting in backing and directing HIFOND INC's truck at the delivery site, providing access to the delivery site that is acceptable to HIFOND INC, and providing a setting location for the truck, crane or other delivery equipment that is acceptable to HIFOND INC. HIFOND INC shall not be liable for any property damage arising from or related to delivery of the goods, including without limitation damage to sidewalks, curbs, fences, or landscaping. All excessive unloading or stand-by time, resetting or re-delivery will be charged for at the current hourly or mileage rates of the equipment involved. If for any reason HIFOND INC cannot set the goods at the time of delivery, Customer shall be responsible for setting the goods by other means, at no cost to HIFOND INC.

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6. Equipment

Unless otherwise agreed to in a writing signed by a duly authorized representative of HIFOND INC, equipment belonging to HIFOND INC cannot be left at any job site for the purpose of unloading or setting by others.

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7. Project Information

Customer agrees to furnish to HIFOND INC promptly upon request all project information necessary for HIFOND INC to perfect or provide notice of its mechanic's lien, stop notice, and/or payment bond rights.

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8. Buy America(n) Requirements

Purchaser must clearly and affirmatively notify HIFOND INC of the applicability of any order, law, regulation or other requirement that the Products be produced, manufactured, or substantially transformed in the United States, or consist wholly or partly of materials or components produced, manufactured, or substantially transformed in the United States, or that the raw material comprising the Products be of domestic origin. If Purchaser fails to notify HIFOND INC of any such requirements, Purchaser must accept delivery and pay for the Products, regardless of any such requirements, and Purchaser agrees to fully indemnify and hole HIFOND INC harmless from and against any liability, costs and expenses, including reasonable attorney fees, incurred by HIFOND INC in connection with Purchaser's omission.

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9. Force Majeure

HIFOND INC will not be liable for any delay or for failure to perform its obligations hereunder resulting from any cause beyond HIFOND INC's reasonable control including, but not limited to: Customer's failure to timely supply HIFOND INC with necessary data or specifications; any changes in such data or specifications at Customer's request; fires; explosions; floods; acts of God; epidemics; quarantine; embargoes; strikes; work stoppages or slowdowns or other industrial disputes; accidents; riots or civil disturbances; acts of civil or military authorities; inability to obtain any license or consent necessary in respect of any the goods; inability to obtain equipment, materials, labor, fuel or supplies; and delay by suppliers or material shortages.

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10. Limited Warranty

For a period of one year from the date of shipment or delivery to Customer, HIFOND INC warrants all of the goods which it has manufactured to be free of material defects. If any such goods are found to be materially defective during the warranty period, HIFOND INC agrees to, in its sole discretion, repair or replace the defective goods without charge to Customer. Customer's remedy with respect to such goods is limited to repair or replacement. For goods not manufactured by HIFOND INC, Customer agrees to accept as its sole remedy the warranty, if any, offered by the manufacturer or manufacturers of such goods.

AS TO ALL GOODS SOLD BY HIFOND INC TO CUSTOMER, THE WARRANTY DESCRIBED IN THIS PARAGRAPH SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HIFOND INC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER THE CUSTOMER'S CLAIM IS BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

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11. Indemnity

Customer is solely responsible for the selection, installation, and use of the goods. Therefore, to the fullest extent permitted by law, Customer agrees to defend and indemnify HIFOND INC from and against any claim for loss or damage, including attorneys' fees and experts' or consultants' fees, arising from or relating to such selection, installation, and use. This indemnity applies regardless of any active and/or passive negligent act or omission on the part of HIFOND INC or its employees; provided, however, Customer shall not be obligated to indemnify HIFOND INC for the sole negligence or willful misconduct of HIFOND INC or its employees.

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12. Risk of Loss

The risk of loss shall pass to Customer based on the applicable shipping code:

1. "Delivered and Set": Risk of loss shall pass to Customer when HIFOND INC's delivery truck has unloaded the product.

2. "Delivered - F.O.B. Truck": Risk of loss shall pass to Customer when HIFOND INC's delivery truck arrives at Customer's jobsite.

3. "Delivered and offloaded": Risk of loss shall pass to Customer when HIFOND INC's delivery truck arrives at Customer's jobsite.

4. "F.O.B. HIFOND INC Yard": Risk of loss shall pass upon tender of delivery of the goods to a common carrier or Customer's truck. Buyer shall procure and maintain insurance on the goods sufficient to protect its interests.

 

13. Dispute Resolution

All disputes arising from or relating to these Terms and Conditions of Sale and/or the furnishing of any goods by HIFOND INC to Customer shall be heard and decided exclusively in the state or federal court where the delivery or pick up of the Product(s) is located. The construction, interpretation and performance of this order and all transactions hereunder shall be governed by the laws of the state where delivery or pick up the Products is located, without regard to its choice of law principles. These Terms and Conditions of Sale (the "Terms") apply to all quotations and sales by HIFOND INC's products, materials, services, components, accessories, and panels (collectively, "Products"). No terms or conditions other than those stated in these Terms, and no agreement or understanding, oral or written, purporting to modify these Terms, whether contained in a purchaser's purchase forms or elsewhere, will be binding on HIFOND INC unless signed by an authorized executive manager of HIFOND INC. Customer consents to these Terms for all Products. In any legal proceedings, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

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14.Submittals and Tests

HIFOND INC reserves the right to charge customers for the cost of submittals, engineering or tests that are in addition to those customarily provided.

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15.Custom Products

HIFOND INC will charge customer for any work completed at the time of cancellation of a custom or special order. All custom orders will be invoiced to customer if not released for delivery within 30 days past estimated date of delivery.

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16. Storage Fees

For every month beyond the requested manufacture date that the product remains in HIFOND INC's possession, a fee of 3% per month of total sale price of product will be added to the invoice total due upon final delivery/pick up.

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17. Invoice Date

Customer will be invoiced for product at either, date of delivery or 60 days past date of originally requested delivery/pick up date.