The term “Spartan” shall refer to Spartan Composites, Inc. The term “Customer” shall refer to the customer receiving goods and/or services from Spartan.
1) Acceptance of Terms: Any quotation issued by Spartan, these terms and conditions and any attachments hereto represent the entire agreement between Spartan and the Customer with respect to the purchase of goods and ancillary services related thereto and supersedes any prior oral or written agreements or discussions. These terms may not be modified or amended unless in writing and signed by each of the parties and may not be assigned by Customer without the written consent of Spartan, which consent will not be unreasonably withheld. By placing an order with Spartan, the Customer acknowledges acceptance of these terms and conditions. Unless specifically incorporated in a writing signed between the parties, any terms and conditions of a Customer purchase order or other writing are not considered part of the terms and conditions of this agreement between Spartan and the Customer.
2) Warranty: Spartan warrants to Customer that, at the time of delivery of the mats, pins and tool kits and other goods sold hereunder (“Goods”):
- Spartan has good and marketable title to the Goods shipped to the Customer;
- The Goods shall conform to published Spartan specifications.
The warranty period for all goods provided by Spartan to the Customer shall be 12 months from the date of delivery for manufacturing defects.
If the goods do not conform to this warranty within the above stated warranty period, Spartan, at its own expense shall repair or replace the goods, but only after receiving written notification of any defects, and substantiation by Spartan that the goods have been installed, maintained and operated in accordance with Spartan’s recommendations and standard industry practice.
THE WARRANTIES SET FORTH IN THIS PARAGRAPH ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, COLLATERAL, STATUTORY OR OTHERWISE, AND WHETHER IN CONTRACT, TORT OR OTHERWISE. SALE OF THE GOODS HEREUNDER IS MADE ON THE BASIS THAT THERE ARE NO ADDITIONAL EXPRESS OR IMPLIED WARRANTIES THAT THE PRODUCT DELIVERED HEREUNDER WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE.
3) Default: If the Customer fails to pay any amount due hereunder, or if the Customer fails to observe or perform any other provision of these terms and conditions or if the Customer makes an assignment for the benefit of creditors (whether voluntary or involuntary) or becomes insolvent, or has a trustee or receiver appointed for its property or business, or becomes bankrupt, or if it discontinues its business, Spartan shall have the immediate right to exercise any one or more of the following remedies:
- suspend any deliveries or services provided to the Customer;
- place a lien on any job the Goods are a part of;
- to terminate this agreement; and/or
- to pursue any other remedy available to it at law.
Customer shall reimburse Spartan for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
4) Indemnity: Customer agrees and warrants that (a) Spartan has no control over the manner in which the Goods are utilized during the term hereof by Customer, and (b) the Goods shall be used and maintained in a careful manner, the applicable installation manual and all applicable federal, state and local laws, permits and licenses. The Customer hereby agrees to assume all liability for, and to indemnify and save harmless Spartan and its directors, officers, employees, agents, successors and assigns from and against, any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including legal expenses) of whatsoever nature and kind, imposed on, incurred by or asserted against Spartan or its directors, officers, employees, agents, successors and assigns, in any way relating to or arising out of (a) the manufacturing, design, use, operation, malfunction, maintenance, repair, condition, delivery or return of the products herein; (b) any injury to or death of any third party or any employee, contractor or agent of Customer, or any damage to the property of any third party as a result of the Customer’s use or the condition of the goods purchased hereunder; (c) the failure, actual or alleged, of the Customer to properly use or maintain the goods purchased hereunder as provided under this Agreement and in compliance with any applicable laws; and (d) any negligent act or omission of the Customer, its employees, agents, representatives or subcontractors.
5) Liability: In no event will Spartan be liable to the Customer 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 goods purchased hereunder. The liability of Spartan to the Customer will not exceed the value paid to Spartan for a specific project or job.
6) Failure to Perform: Spartan’s failure to perform its obligations hereunder shall be excused to the extent and for the period of time such non-performance 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 Spartan’s reasonable control.
7) Payments: The Customer will pay all applicable sales taxes. Spartan will submit timely invoices and Customer will pay such invoices on the earlier of (i) thirty (30) days after receipt of each invoice; or (ii) the due date stated on the invoice. Customer shall be deemed to have accepted the content of the invoice if it has not objected to the content of the invoice within fifteen (15) days from the date of receipt. Any payments not paid when due shall accrue interest at the rate of 1.5% per month from the date due until paid. Failure to make a timely payment shall be an event of default.
8) Additional Terms:
- Quotes issued by Spartan are an estimate of work required to complete a job and is subject to change. The required quantity of product(s) to complete this job is subject to change based on site conditions and client requests. Quotations are subject to availability of Goods.
- Unless otherwise stated by Spartan in writing, quotations are valid for only 30 days.
- Customer shall have no right to cancel or amend any purchase order/term unless agreed to by Spartan in writing.
- Freight: Amounts for freight included in quotations are provided only as an estimate. Final freight values will be verified with Customer at the time the order is confirmed.
- Delivery dates provided are estimates and not guaranteed by Spartan. Customer may modify delivery dates only with Spartan’s prior written consent; any delay in acceptance of delivery by Customer will be subject to Spartan’s consent.
- Unless expressly agreed otherwise by the Parties, Spartan shall ship the goods sold hereunder FOB Shipping point.
- Quotations issued by Spartan including all terms and conditions contained therein are confidential. Customer hereby agrees to hold the quotation including all terms and conditions as confidential information. Customer will not share this confidential information with third parties without the prior written consent of Spartan.
- All-weather access must be provided to and from site for delivery trucks. Quote has no allowance for road bans, waiting time or traffic control (if required). Any waiting or stand-by due to operational constraints out of Spartan control will be billed hourly.
- A copy of this Agreement shall be valid as the original.
- Any failure by Spartan to insist upon strict performance of any Section of this Agreement shall not be construed as a waiver of the right to demand strict performance in the future.
- If any term is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or invalidate or render unenforceable such term.