Terms and Conditions of Sale

 

APPLICABILITY: THESE TERMS AND CONDITIONS OF SALE INCLUDE THE FOLLOWING TERMS AND CONDITIONS, TOGETHER WITH ANY OTHER TERMS AND CONDITIONS SPECIFICALLY AGREED TO IN WRITING BY SELLER (PERRY’S OVERHEAD DOORS LLC), SHALL APPLY TO ALL SALES ORDERS (“Order(s)”) FROM, AND ALL SALES OF GOODS, PRODUCTS, ACCESSORIES (THE “PRODUCTS”) AND/OR INSTALLATION SERVICES, MORE PARTICULARLY DESCRIBED IN EXHIBIT A HEREUNDER (THE “SERVICES”) WHEREVER LOCATED TO BUYER. ANY ACCEPTANCE OF ANY ORDER BY THE BUYER IS CONDITIONED UPON THESE TERMS/CONDITIONS. No salesperson is authorized to bind Perry’s to any promise or understanding not expressed herein. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products and/or Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

No salesperson is authorized to bind Perry's to any promise or understanding not expressed herein. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products and/or Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

PRICES: All prices are subject to change without notice in the event of any changes in cost of materials or labor, specifications, quantities, delivery schedules, customs duties, other factors beyond Perry’s control, or, in the event of delays caused by instructions of the Buyer, or failure of the Buyer to provide Perry’s adequate information. If color is not specified at time of quote, prices are quoted as White. Prices and, in some cases, warrantees vary by color. Door products are measured as “opening width” by “opening height”, unless otherwise specified. Perry’s reserves the right to change contract and proposal prices due to changing steel market prices that are passed along by our steel suppliers.

PAYMENT: All invoices from Perry's to Buyer are immediately due and payable in full, without discount, upon receipt, no materials will be ordered without payment in full. Any delinquent payments more than thirty (30) days past due from the date of invoice shall bear interest at the rate of 1.5% per month (18% per annum) or the highest permitted legal rate, whichever is less accruing daily. Perry's shall be entitled to suspend manufacture of the Products and/or performance of the Services and/or delay making arrangements for shipment of finished products or period of performance in the event of late payment of a progress invoice. Payments shall be made by Buyer without any deduction or set-off. If any payments due from Buyer under any Agreement are collected by or through an attorney at law or collection agency, Buyer agrees to pay Perry's for all costs of collection including, without limitation, reasonable attorneys' fees incurred by Perry's.

In addition to the payment requirements set forth above, if the financial condition of Buyer is unsatisfactory to Perry in Perry's sole and absolute discretion, Perry's may require full or partial payment in advance, or satisfactory security, in the form of a letter of credit or otherwise. Notwithstanding any other provision herein, in the event of bankruptcy, assignment for the benefit of creditors or a comparable event or insolvency of Buyer, Perry's may immediately cancel any Order then outstanding and/or cause any Products, with respect to which either freight, delivery, shipping, or storage are being provided, to be returned to Perry's wherein in either event ownership thereof shall automatically revert to Perry's.

GRANT OF SECURITY INTEREST: Notwithstanding any other provision in these Terms and Conditions to the contrary, Buyer acknowledges and agrees that in the event Perry's delivers the Products to Buyer prior to Buyer paying all amounts owed to Perry's for the purchase price of the Products, Buyer grants to Perry's a security interest in and to the Products to secure Buyer's payment of the full amount of the purchase price owed to Perry's for the Products. Perry's is hereby authorized by Buyer to file, at Buyer's expense, such financing statements and other documents in all public offices deemed necessary or appropriate by Perry's to evidence Perry's security interest in the Products, without Buyer's signature and, if a signature is required by law, Buyer appoints Perry's as Buyer's attorney-infact to execute such financing statements and other instruments, and Buyer further agrees, if necessary, to execute and deliver any statement or instrument requested by Perry's for such purpose.

SHIPMENT & DELIVERY: All orders are sent to Perry's Warehouse for storage until time of install. In the event that Delivery of the Products is delayed by any act or omission of Buyer, then any Products held for the Buyer shall be at the risk and expense of the Buyer. Buyer shall pay Perry's storage fees equal to five percent (5%) of the invoice value of the stored Products per month or part thereof.

DAMAGE: Perry's shall not be responsible for damage for products left in their Warehouse due to any delay by buyer.

SPECIAL ORDERS: Buyer acknowledges and agrees that all Products are considered “Special Order” and are specially designed and custom built, and that Perry’s takes immediate steps upon execution of signed quote and payment to order and have those items manufactured. Therefore, Buyer is responsible for, and hereby agrees to pay, the full purchase price for all “Special Order” immediately upon signing Perry’s written quotation(s) and/or proposal(s) for such items. In Perry’s sole discretion, Perry’s may waive all or part of the purchase price if no substantial work on the “Special Order” has yet been completed.

CANCELLATION; TERMINATION: In addition to any remedies that may be provided under these Terms, Perry's may terminate any Order for Products or Services with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under any Order for Products or Services, and such failure continues for seven (7) days thereafter; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

In the event that Perry's cancels or terminates the Order(s) for Products or Services pursuant to the immediately preceding paragraph in this Section, Buyer agrees to pay Perry's reasonable Termination Charges, including, but not limited to, any and all costs of manufactured materials or Products, freight, tax, and other direct costs and labor costs, whether or not billed for or shipped at the time of termination as well as any amounts due for Services provided, whether or not billed for at the time of termination, which are attributable to the subject Order(s), whether partial or complete, pertaining thereto. Buyer shall promptly pay Perry's its reasonable Termination Charges and any other amounts due, upon submission of Perry's invoices thereof.

In the event that Buyer cancels or terminates the Order(s) for Products or Services for any reason whatsoever, Buyer agrees to pay Perry's reasonable Termination Charges, including, but not limited to, any and all costs of manufactured materials or Products, freight, tax, and other direct costs and labor costs, whether or not billed for or shipped at the time of termination as well as any amounts due for Services provided, whether or not billed for at the time of termination, which are attributable to the subject Order(s), whether partial or complete, pertaining thereto. Buyer shall promptly pay Perry's reasonable termination charges as a result of termination hereunder, and any other amounts due, upon submission of Perry's invoices thereof.

CLAIMS: Buyer agrees to examine all Products and Services, invoices and statements promptly upon receipt from Perry's. All Buyer claims regarding material deviations in the Products or Services from specifications contained in an Invoice or other written agreement between Buyer and Perry's shall be brought by Buyer in writing within ten (10) days following Buyer's receipt of the Products or Services. No such claims brought by Buyer after such ten (10) day period shall be valid and such Products and Services shall be deemed accepted by Buyer in all respects.

WARRANTY: See owners manual for products warranty information. Labor warranty is one year from install/Service

EXCUSABLE DELAYS: Perry's shall not be liable for delays in delivery or failure to perform due directly or indirectly to causes beyond Perry's reasonable control including, but not limited to: acts of God; war; terrorism; civil commotion; riots; embargoes; government regulations, orders, instructions or priorities; port congestion; acts of or failure to act on the part of Buyer or its agents/employees; fires; floods; sabotage; nuclear incidents; earthquakes; storms; epidemics; strikes; lockouts or other labor difficulties; shortages of or inability to timely obtain proper labor, Products, components, shipping space or transportation, fuel, supplies or power at current prices; or due to limitations imposed by the extent of availability of Perry's normal warehouse facilities.

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes any and all prior understandings and agreements between the parties related to the subject matter hereof. There are no representations, warranties, promises or inducements or other agreements between the parties in connection with the subject matter thereof, except as specifically set forth herein. No amendment or modification of these terms and conditions shall be valid or binding unless made in writing and duly executed by all parties hereto.

 

EXHIBIT A

 

A. PERFORMANCE OF INSTALLATION SERVICES

• A.1. When required by an Order or Sale or Products, installation Services shall mean the services and materials, whether completed or partially completed, including all other labor, materials, equipment and services provided or to be provided by Perry's to fulfill Perry's obligations under the Order or Sale of Products and any exhibits thereto or referred to therein.
• A.2. With respect to the Services, Perry's shall
  • (i) execute the Services and materials required by each Order or Sale of Products, or execute the Services pursuant to such other document as the Perry's and Buyer may mutually agree upon; and
  • (ii) provide sufficient labor to complete the Services required by each Order or Sale of Products, but in the event additional resources are required as a result of changes in scope, additional costs may apply. Perry's uses non-union labor.
• A.3. Perry's shall not be responsible for
  • (i) providing electrical, heat, water or other utility services;
  • (ii) water stains, water removal, or clean up in the Services area, or
  • (iii) for delays or additional costs incurred as a result of the failure to comply with any state or local building ordinances not specifically identified by Buyer or its representative, in writing, at the time of Order or Sale of Products.
• A.4. With respect to the Services, Buyer shall
  • (i) pay Perry's the amount for Services agreed upon in current funds in accordance with the terms set forth herein;
  • (ii) secure and pay for the building permit as well as all other permits, fees, licenses and inspections necessary for proper execution and completion of the Services;
  • (iii) provide safe and secure storage area for all material, tools, equipment, or Products related to the Services hereunder;
  • (iv) provide clear and unobstructed loading area into building;
  • (v) secure and pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities;
  • (vi) provide Perry's with a clear path for continuous work by installing MEP work and fire protection prior to Perry's installation;
  • (vii) provide Perry's with a dry and clean work area;
  • (viii) provide all temporary facilities, including power, water, sanitation, adequate lighting, dumpsters, and free use of elevator or hoist without appointment; and
  • (ix) provide Perry's with any other item not specified hereunder as may be necessary for Perry's to complete the Work and fulfill its obligations under the Order or Sale of Products.
• A.5. Unless otherwise included in the Order or Sale of Products,
  • (i) labor is excluded for custom field cutting of any of Perry's Products as part of any accommodation for obstructions. Such obstructions may be defined as but not limited to: HVAC, electrical conduits, sprinkler pipes, and any other obstruction that may pass through or around the hallway/partition system provided by Perry's;
  • (ii) material and labor are excluded for lining and trimming around the following areas: perimeter walls existing or provided by the building manufacturer, any walls composed of concrete or drywall, columns located anywhere either inside or outside of storage areas, exposed beams visible from the hallway or inside storage units, insulated walls exposed in hallways or from inside storage units, man doors located inside hallways or on walls provided by others, windows located on perimeter walls or in areas visible from hallway, inside stairwells, elevators entrances, entry vestibules, around hollow metal door(s) located in and around the hallway system, and covering any fire spray applications; and
  • (iii) material and labor is excluded from pipe wrapping