Terms & Conditions of Sale

These Terms and Conditions govern the sale of products (“Products”) by TEGELER CONSTRUCTION & SUPPLY, ("TC&S"). Unless otherwise agreed to in writing by TC&S, these Terms and Conditions take precedence over any additional or different terms and conditions contained in any purchase order or other document from Customer, all of which additional or different terms and conditions are hereby rejected by TC&S, and neither TC&S's commencement of performance nor delivery shall be deemed or constituted as acceptance of Customer’s additional or different terms and conditions. Acceptance by Customer is limited to these Terms and Conditions.

1. All purchases made by Customer on credit requires an approved Credit Application on file. Customer further agrees to these Terms and Conditions and acknowledges that they shall be applicable even if an approved Credit Application or a current authorized signature is not on file with TC&S.
2. All orders placed with TC&S must be in a signed writing or upon verbal order confirmed in a signed writing. TC&S's acknowledgment and acceptance of an order is expressly conditioned upon Customer’s acceptance of these Terms and Conditions. No agreement whether written or oral that purports to change or conflicts with these Terms and Conditions shall be binding upon TC&S unless agreed to in writing by TC&S.
3. Customer is responsible for all orders submitted by Customer, and TC&S is not responsible for any take-offs.
4. Customer hereby represents and warrants that any employee or agent of Customer is authorized to purchase Products on Customer’s behalf, and TC&S may rely upon such representation without the responsibility to verify the authority of such employee or agent.
5. Customer may terminate an order prior to completion only with TC&S's written consent. Upon such termination, TC&S shall be compensated for the portion of the work performed prior to the effective date of the termination and for any non-refundable, special order Products or Products properly or timely fabricated by TC&S or any of its subcontractors or vendors.
6. The prices of the Products are those specified on the quotes supplied by TC&S to Customer or, if no quote had been previously supplied, those in TC&S's Price List current at the time of TC&S'S acceptance of an order. TC&S's Price List is subject to change without notice. Price quotations, unless otherwise stated, shall automatically expire thirty (30) calendar days from the date issued and may be canceled or amended within that period upon written notice to Customer. Unless otherwise agreed to in writing by TC&S, prices quoted may be exclusive of transportation costs and all taxes, including federal, state and local use, sales, property (ad valorem) and similar taxes. Customer agrees to pay these taxes unless Customer has provided TC&S with an exemption resale certificate in the appropriate form for the jurisdiction of Customer’s place of business and any jurisdiction to which Product is to be directly shipped hereunder, or unless the sale is otherwise exempt from such tax. Customer agrees to indemnify and hold harmless TC&S for any liability for taxes payable in connection with the sale of Products, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on TC&S's invoice.
7. All payments shall be due in full as specified on each invoice. TC&S may invoice each shipment separately. Customer agrees to pay all reasonable costs, including collection fees, attorney fees and expenses incurred by TC&S, in event of failure of Customer to timely pay the amount due. It is understood that a delinquent account may cause credit to be suspended and a monthly delinquent charge added to the balance. TC&S reserves the right to establish and/or change credit and payment terms extended to Customer when, in Seller’s sole opinion, Customer’s financial condition or previous payment record warrants that action. Further, on a delinquent account, TC&S shall not be obligated to continue performance under any agreement with Customer. TC&S retains a security interest in the Products delivered to Customer, and in their accessories, replacements, accessions, proceeds and products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due to TC&S. If Customer fails to pay any amount when due, TC&S shall have the right to repossess and remove all or any part of the Collateral from Customer. Any repossessions or removal shall be without prejudice to any other remedy of TC&S hereunder or otherwise available to TC&S under applicable law. Customer agrees, from time to time, to take any act and execute and deliver any document reasonably requested by TC&S to transfer, create, prefect, preserve, protect and enforce this security interest. The parties acknowledge that TC&S has no responsibility to install the Products and is not otherwise obligated to Customer’s customers. Therefore, Customer’s payment obligations to TC&S shall not be subject to any deduction or setoff as a result of Customer’s retainage, any disputes between Customer and its customers or any other obligations to its customers, and payment to Customer by its customers is not a condition to Customer’s payment obligations to TC&S. Customer may not deduct or setoff amounts owed to TC&S under an invoice against any credit or other amount owed by TC&S to Customer. Customer’s payment obligations are not subject to signed delivery slips. Unless Customer specifically directs otherwise in writing with each remittance, payments will be applied against matching open invoices or as TC&S, at is sole discretion, deems appropriate. If Customer pays by credit card there will be a 3% fee.
8. Customer shall have the right to inspect all Products upon delivery. Customer’s inspection rights shall expire twenty-four (24) hours after the delivery. Customer’s failure to inspect within the time shall waive notice of defect that would have been reasonable revealed upon physical inspection. The Products shall be deemed accepted by Customer unless written notice via certified mail of a defect is received within five (5) days of delivery thereof and the Products are made available to be picked up by TC&S immediately upon notification. All saleable material returned without defect shall be subject to provisions set forth in Section 8.
9. In no event shall either party be liable for special, indirect, punitive, exemplary or consequential damages or incidental losses regardless of whether arising from breach of contract, tort, strict liability, warranty or otherwise.
10. As to all Products picked up by Customer, title passes upon receipt of Products at TC&S'S warehouse, it being understood that the Customer is responsible for loading and securing Products onto Customer’s vehicle. For all Product delivered by TC&S, merchandise is F.O.B jobsite, and title passes upon delivery at the place Customer receives possession and thereafter, all risk of loss or damage shall be on Customer. Deliveries by common carrier shall be F.O.B shipping point. For all Products directly shipped to Customer’s job site by the manufacturer, title shall pass to Customer at point and time of delivery to common carrier, and risk of loss or damage shall thereafter be on Customer. Any claim of shortage or damage arising from direct shipments are to be made by Customer against the common carrier and TC&S assumes no responsibility.
11. Should Products be held or stored by TC&S beyond the original delivery date at the request of Customer, TC&S may, at its sole discretion, assess reasonable storage fees. Products not delivered within 30 days of being made available to Customer shall be deemed abandoned by Customer.
12. Customer’s sole remedy is the warranty provided by the applicable manufacturer. THE FOREGOING WARRANTIES ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY TC&S IN CONNECTION WITH THE PRODUCTS, AND TC&S DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
13. Customer indemnifies and holds TC&S harmless from and against any loss or damage (including, without limitation, reasonable legal fees and expenses) that may arise or be incurred in connection with Customer’s installation and/or application of any and all Products manufactured and /or supplied by TC&S.