Terms & CONDITIONS

ACCEPTANCE OF TERMS AND CONDITIONS

Seller’s obligations under this order are the contingent upon receipt of executed copy of this Order Acceptance document from Buyer and Buyer’s maintaining its outstanding account balance within terms and the credit limits established by Seller.  SELLER’S OBLIGATIONS ARE ALSO CONTINGENT UPON BUYER QUALIFYING FOR CREDIT APPROVAL AT SELLER’S SOLE DISCRETION.  BUYER AGREES TO PROVIDE ALL CREDIT INFORMATION REQUESTED BY SELLER.

EXPIRATION OF OFFER

This offer to sell materials shall expire and be null and void unless accepted in writing by Buyer within 24 hours of Seller’s transmittal to Buyer, whether by electronic transmission or otherwise, and neither party shall thereafter have any further rights or obligations under this proposal; provided, however, that Seller retains the sole right to extend or waive this time limitation in writing.  Seller’s execution and return of a late bid acceptance signed by Buyer shall be deemed a waiver of this time limitation.

SHIPPING

The Seller has the right to ship all commodity goods included in this order to the nearest full package, according to the supplying mill’s normal packaging.

BILLING AND PAYMENTS

In the event that any invoice remains unpaid thirty (30) days after the due date of said invoice, Seller may terminate this agreement and may immediately cease further delivery of material and all the other performance on its part to be performed.  Buyer will owe Seller a service charge of 1-1/2% per month for any invoices that are paid later than the terms specified on this order.  If this rate exceeds the legal limit in the state of jurisdiction for this sale, then the legal maximum will be applied instead.  If the Buyer becomes insolvent or makes any default hereunder or under any other contract between the parties hereto, Seller at its option may defer delivery hereunder until default is cured or may treat default as repudiation by Buyer of this contract in its entirety, resell the goods and hold Buyer liable for such damages as Seller may incur.

RETAINAGE

Under no circumstances does Reserve Lumber accept retainage to be held on materials supplied. Should retainages be held on materials we supply, your account will be aged without consideration for retainage amounts and will therefore be subject to finance charges as any other past due account is subject to such charges. Should retainage amounts cause your account to become over 30 days past due, Reserve Lumber has the right to stop shipment of materials ordered until such time as payments are brought current.

GRADING

Unless stated otherwise on this document’s face, the items sold herein will be graded on the basis of official grading rules issues by the manufacturer’s association covering the items sold when the parties executed this contract.  If no grading rules are designated, Seller will select an appropriate association whenever the Buyer provides any notice of claim.  In the event of a dispute over grade, quality, tally, size, specification or manufacture, the reinspection and shipping provisions issued by the manufacturer’s association covering the item sold will constitute part of the contract between Buyer and Seller.

INSPECTION UPON ARRIVAL

Buyer agrees to inspect materials upon arrival and to immediately notify Seller in writing of any product defects or discrepancies before installation.  Buyer must file any claim within 10 days of delivery and cannot file quantity claims unless the bill of lading signed by both the delivering carrier and the Buyer’s representative details product descriptions, condition and quantities.

DELIVERY

Any waiting charges after the first hour by trucking company are to be paid by the Buyer.

RETURNS

Buyer agrees to pay a restocking charge for any returns, plus handling and freight.  The amount of the restocking charge will depend on the condition of the material.  The restocking charge will be negotiated between the Buyer and Seller when the material is returned, but in no event will it be less than 15%.  Custom-ordered materials and non-commodity items are not returnable for credit.  Seller reserves the right to refuse returns.

MATERIAL TAKE-OFF

Seller did not prepare the design drawings or specifications for this project and takes no responsibility for their completeness or accuracy, including accuracy of tallies.  Buyer’s acceptance of the drawings, specifications and tallies, which have been prepared by others, in no way makes Seller liable for any errors or omissions contained therein.

WARRANTY

SELLER WARRANTS THAT THE GOODS WILL CONFORM TO THE GRADE AND QUANTITY SPECIFIED IN THIS BID.  SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR PARTICULAR PURPOSE.  THE GOODS DELIVERED ARE SUBJECT ONLY TO ANY WARRANTY PROVIDED BY THE MANUFACTURER OF THE GOODS.  If this contract includes goods which have been fabricated in accordance with shop drawings, approved or supplied by Buyer, those goods are only warranted to be in substantial compliance with the specifications of any such drawings.

COMMUNICATION

All parties acknowledge that electronically transmitted signed documents will be relied upon as signed originals, and that signatures on separate originals will have the same force and effect as if all signatures were made on a single original of this or any other agreement pertaining to this project.

COMMUNITCATION WITH PROJECT PARTICIPANTS

Buyer agrees that Reserve Lumber may communicate with other construction project participants for the purpose of account reconciliation, collection of past-due amounts owed to Reserve Lumber, and verification of information provided to Reserve Lumber.

WAIVER

No waiver by Reserve Lumber of any breach of these terms and conditions shall constitute a waiver of any other breach of these terms and conditions.

INDEMNIFICATION

BUYER IS SOLELY RESPONSIBLE TO INSPECT AND APPROVE ALL SHIPMENTS.  SELLER’S LIABILITY SHALL BE LIMITED TO THE COST OF REDELIVERING NON-CONFORMING GOODS TO THE POINT OF DELIVERY AS SPECIFIED IN THIS ORDER WITHIN A REASONABLE PERIOD OF TIME FOLLOWING PROPER AND TIMELY REJECTION BY BUYER.  THE ABOVE IS BUYER’S SOLE AND EXCLUSIVE REMEDY WHETHER IN CONTRACT, TORT, OR OTHERWISE.  UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMMERCIAL LOSSES, OR OTHER LOSS OR DAMAGE EXCEPT AS SET FORTH ABOVE.  Buyer acknowledges that all grades and species in the order are those requested by Buyer; any substitutions of materials are made at Buyer’s instruction and risk; and Seller makes no representation or warranty regarding any substitutions.  To the fullest extent permitted by law, Buyer agrees to defend, indemnify and hold Seller harmless from and against any claims, demands, losses, and liabilities to or by third parties arising from, resulting from or connected with the goods.

FORCE MAJEURE

Seller shall be free from any liability for delay or failure in shipment arising from strikes, lockouts, labor troubles of any kind, accidents, perils of the sea, pandemic, fire, earthquake, civil commotion, war or consequences of war, government acts, restrictions or requisitions, delays or failure of manufacturers, vendors or suppliers to deliver, bankruptcy or insolvency of manufacturers, vendors or suppliers, suspension of shipping facilities, act or default of carrier or any other contingency of whatsoever nature beyond Seller’s control affecting manufacturing, production, transportation or boarding point, loading, forwarding or unloading at destination of the goods covered by this contract including disturbances existing at the time this contract was made.  In such a situation, if shipment or delivery is not made during the period contracted for, Buyer shall accept delivery under this contract when shipment is made; provided, however, Buyer shall not accept delivery if shipment is not made within a reasonable time after the cessation of the aforementioned impediments or causes.

DISPUTES

In the event a dispute arises related to the obligations under this Order Acceptance, Buyer and Seller will first attempt to resolve the dispute or disagreement at the field level through discussions between designated representatives of both Parties which shall conclude within fourteen (14) days of either Party providing the other Party with written notice of a dispute.  If a dispute or disagreement cannot be resolved at the field level, the Parties agree to submit the dispute to mediation with a neutral mediator.  The mediation shall occur within forty-five (45) days of either Party providing the other Party with written notice of a dispute.

If the Parties are unable to resolve the dispute or disagreement at mediation, the dispute shall be finally settled by litigation in the State or Federal Courts located in Clark County, Washington.  Buyer expressly consents to be subject to the personal jurisdiction of the courts located in Clark County in the State of Washington.  BUYER AND SELLER EACH EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE ORDER ACCEPTANCE, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.

Buyer grants to Seller a security interest in the goods to secure payment of the purchase price, and Buyer authorizes Seller to file any documents necessary to perfect Seller’s security interest in the goods.  This contract shall be governed by the laws of the State of Washington without regard for choice law or conflicts of law provisions.  In the event of any or legal action not subject to arbitration between the parties, the prevailing party shall be entitled to recover reasonable collection costs, attorney’s fees, and interest at trial, on appeal, or in any bankruptcy proceedings.