Terms and Conditions of Sale
The term “Seller” shall mean Premier Brick Sales of Illinois, LLC, a Delaware Limited Liability Company. The term “Buyer” shall mean any entity or individual that orders or otherwise purchases Products from Seller. All materials, products or goods ordered by Buyer shall be referred to individually as “Product” and collectively as “Products”.
Unless Seller and Buyer have mutually executed a written terms applicable to Product orders, all orders for Products are subject to these Terms and Conditions of Sale (“Terms and Conditions”).
A. Sales Quotes / Acceptance by Seller. Sales quotes are not binding and are subject to change by Seller without notice. Any orders from third party dealers or representatives of Seller will not be binding until accepted and acknowledged by Seller in writing.
B. Applicable Terms and Conditions. These Terms and Conditions apply to the sale of products from Seller to Buyer and no additional or different terms contained in any document submitted by Buyer shall apply. if any document submitted by Buyer, including Buyer’s purchase order, expressly limits acceptance thereof to the terms of the document or purchase order, contains an objection to any terms herein or contains any terms that are additional to or different from those contained herein, Seller expressly rejects such terms.
C. Seller’s Right to Cancel. Seller reserves the right to cancel any order when no shipment has occurred within 90 days of requested date or no significant activity for 30 days after the last shipment date. Canceled orders may be reinstated if a firm shipping schedule is provided by the Buyer and approved by Seller.
D. Price Increases. Seller reserves the right to modify prices, including open orders that have not been delivered to Buyer, upon thirty (30) days’ prior written notice to Buyer.
E. Special Packaging Requests. Any special packaging requests of Buyer will be included as a separate item on Seller’s quote.
F. Product Weights. If Seller provides approximate weights in any quotation or order, these are provided for Buyer’s convenience to estimate loads. Buyer agrees and acknowledges that it is their responsibility to ensure any load weight for an order that Buyer is transporting complies with the applicable DOT regulations.
G. Delivery Charges. Prices quoted are based on direct shipment to Buyer’s specified delivery point, unless otherwise indicated. If Buyer is unable to accept delivery upon the arrival of the Products, Seller may charge Buyer a holding charge based on current rates and re-delivery fees, as applicable.
H. Delivery waiting time. On all classes of deliveries, waiting time will be charged at Seller’s prevailing rates for delays to trucks occasioned by Buyer whether at Seller’s yards, plants or in unloading at the jobsite.
I. Tailgate Deliveries. Prices are based upon “tailgate” deliveries only. Seller has the right to charge Buyer additional fees for deliveries other than “tailgate” deliveries.
J. Delivery Location Conditions. Buyer agrees to provide suitable roadways or approaches to points of delivery other than on paved streets. Seller reserves the right to stop deliveries if the roadways or approaches are unsatisfactory to Seller or its agents. If the Buyer orders deliveries to be shipped to points of delivery beyond the public roadway, Buyer shall secure all necessary permits at its sole cost and expense. Buyer assumes all liability for damage to sidewalks, driveways, or other property, and agrees to indemnify and hold Seller harmless against all liability, loss and expense incurred, as result of deliveries to Buyer delivery points beyond the public roadway.
K. Delivery Truck Damage. Buyer agrees to pay any and all costs of repairs necessitated by damage to Seller’s or its agent’s or carrier’s trucks and/or equipment resulting from any cause whatever during the process of delivery on Buyer’s worksite or unloading, excluding damages caused by Seller’s, its agent’s or carrier’s, or its or their employee’s negligence or the mechanical failure of their equipment.
L. Taxes. All shipments are subject to applicable local, state and federal taxes and tariff regulations. The Buyer shall pay or reimburse the Seller for all applicable taxes.
M. Returns and Restocking Fees. Seller will not accept returns of any of its Products without written pre-approval. Returns and restock fees will only be permitted at Seller’s sole discretion. If a return is authorized by Seller, it will be subject to a restocking fee as determined by Seller it Seller’s sole discretion.
N. Risk Transferring & Shipping. If Buyer is arranging shipping, then Title to all products sold shall passes to Buyer when product is loaded and delivered to the Buyer’s carrier. If Seller is arranging shipping, then delivery, Title, and risk transfers to Buyer when the Product is delivered.
O. Receipt & Inspection. Products shall be deemed to be free from all defects and deficiencies upon delivery unless Buyer makes a claim within forty-eight (48) hours of delivery of the Order. Any claims for latent defects must be made to Seller in writing upon discovery and no later that one (1) year after the product is installed. Buyer shall provide Seller a reasonable opportunity to investigate all defect claims.
P. Installation and Cleaning. Products shall be installed by Buyer or its contractors/agents in accordance with the manufacturers specified instructions or industry standards. Any claims for defective products will not be considered once a Product is installed. Uce is considered acceptance that the product conforms to Buyer’s project requirements. Products shall only be cleaned in accordance with the manufacturer’s specific instructions.
Q. Limitation of Liability. Seller will not be liable for any claim for damage to Product resulting from improper storage, handling, installation, or cleaning, by Buyer or any other party. This includes but is not limited to, damage that may be caused to Product as a result of exposure to release agents, retarders, accelerators, cleaning agents or other chemicals, or cleaning with high pressure. In no event shall seller be liable under any theory or remedy, (contract, implied warranty, tort, negligence, misrepresentation, strict liability or other legal or equitable theory) for any punitive, exemplary, incidental, consequential, lost profits or other damages, arising from product or its use. In no event shall seller’s liability exceed the fees paid to seller by buyer for the goods giving rise to such liability.
R. Warranty; Disclaimer of Warranties. The Products delivered to Buyer hereunder shall conform to the applicable Product specifications of the manufacturer. Except as otherwise specifically set forth herein, or provided by the manufacturer of product, if applicable and able to be transferred to Buyer, Seller hereby disclaims all other warranties, express or implied, including any implied warranty of merchantability, workmanship or fitness for any particular purpose or non-infringement. Should the Products fail to conform to the foregoing warranties, Seller will, at its option replace product or refund that portion of the purchase price of product which fails to meet these warranties. Seller makes no warranties regarding the absence of efflorescence and discoloration after the product(s) have been installed and the Seller shall not be liable for any of the same.
S. Force Majeure. Seller will not be responsible for delays in production or delivery for any reason resulting from acts of God, earthquakes, sabotage, fire, flood, strikes, lockouts, other labor issues of any kind, priorities, allocations, limitations or other restraints which affect manufacture or delivery, accidents, pandemics, war, insurrection, delays in transportation, equipment failure, damage to equipment or facilities, shortage or delays of transportation, fuel, or materials, present or future laws and governmental interference or regulation, or for any other reason beyond Seller’s reasonable control.
T. Arbitration / Dispute Resolution. At the election of either party to these Terms and Condition and/or the subject Order, any controversy or claim-legal or equitable arising out of or relating hereto or any breach thereof, including but not limited to any claim or controversy based upon any express or implied warranty, shall be settled by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The decision of the arbitrator(s) shall be final and binding upon the parties and may not be vacated, modified or appealed.
Notwithstanding the provisions of the preceding paragraph, an election by either party to arbitrate shall in no way affect Seller’s right to file a petition to establish a mechanic’s lien (or any similar lien provided by common law or statute for the protection or materialman) or to file suit against the surety named in a labor and product payment bond covering the project in question. In the case of a mechanic’s lien or similar lien, the appropriate court shall have authority to conduct a hearing to determine whether such lien, final or interlocutory, should issue, and to enter the appropriate order establishing the lien.
U. Expenses. In the event Seller employs counsel to enforce Seller’s rights and interests under or relating to these Terms and Conditions, including but not limited to all efforts by counsel to collect any amount due Seller through arbitration or litigation, Buyer agrees to pay the reasonable attorney’s fees and costs incurred by Seller.
V. Governing Law & Venue. These terms and all matters between Seller and Buyer will be governed by the laws of the State of Illinois. The parties agree that any disputes hereunder shall be brought exclusively in Cook County, Illinois.
W. Payment Terms. Outstanding balances are subject to a finance charge of 1-1/2% per month, which is an annual rate of 18%. Seller’s failure to collect interest on any outstanding balance shall not constitute a course of conduct or otherwise waive Seller’s right to collect interest on any outstanding balance. If at any time the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, Seller reserves the right, in addition to any and all other rights of Seller hereunder, to require advance payments or other satisfactory security.
X. Entire Agreement. Unless Buyer and Seller have executed a separate agreement applicable to Product orders, these Terms and Conditions supersede all previous agreements or communications, whether written or oral, which relate to the Product order. These Terms and Conditions shall supersede any other contract terms between the parties for Products supplied by Seller. Buyer specifically acknowledges and agrees that these Terms and Conditions expressly limit acceptance to the terms contained herein. 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 and Conditions. No modification, alteration or amendment shall be effective unless in writing and signed by authorized officers or representatives of both parties.
Unless Seller and Buyer have mutually executed a written terms applicable to Product orders, all orders for Products are subject to these Terms and Conditions of Sale (“Terms and Conditions”).
A. Sales Quotes / Acceptance by Seller. Sales quotes are not binding and are subject to change by Seller without notice. Any orders from third party dealers or representatives of Seller will not be binding until accepted and acknowledged by Seller in writing.
B. Applicable Terms and Conditions. These Terms and Conditions apply to the sale of products from Seller to Buyer and no additional or different terms contained in any document submitted by Buyer shall apply. if any document submitted by Buyer, including Buyer’s purchase order, expressly limits acceptance thereof to the terms of the document or purchase order, contains an objection to any terms herein or contains any terms that are additional to or different from those contained herein, Seller expressly rejects such terms.
C. Seller’s Right to Cancel. Seller reserves the right to cancel any order when no shipment has occurred within 90 days of requested date or no significant activity for 30 days after the last shipment date. Canceled orders may be reinstated if a firm shipping schedule is provided by the Buyer and approved by Seller.
D. Price Increases. Seller reserves the right to modify prices, including open orders that have not been delivered to Buyer, upon thirty (30) days’ prior written notice to Buyer.
E. Special Packaging Requests. Any special packaging requests of Buyer will be included as a separate item on Seller’s quote.
F. Product Weights. If Seller provides approximate weights in any quotation or order, these are provided for Buyer’s convenience to estimate loads. Buyer agrees and acknowledges that it is their responsibility to ensure any load weight for an order that Buyer is transporting complies with the applicable DOT regulations.
G. Delivery Charges. Prices quoted are based on direct shipment to Buyer’s specified delivery point, unless otherwise indicated. If Buyer is unable to accept delivery upon the arrival of the Products, Seller may charge Buyer a holding charge based on current rates and re-delivery fees, as applicable.
H. Delivery waiting time. On all classes of deliveries, waiting time will be charged at Seller’s prevailing rates for delays to trucks occasioned by Buyer whether at Seller’s yards, plants or in unloading at the jobsite.
I. Tailgate Deliveries. Prices are based upon “tailgate” deliveries only. Seller has the right to charge Buyer additional fees for deliveries other than “tailgate” deliveries.
J. Delivery Location Conditions. Buyer agrees to provide suitable roadways or approaches to points of delivery other than on paved streets. Seller reserves the right to stop deliveries if the roadways or approaches are unsatisfactory to Seller or its agents. If the Buyer orders deliveries to be shipped to points of delivery beyond the public roadway, Buyer shall secure all necessary permits at its sole cost and expense. Buyer assumes all liability for damage to sidewalks, driveways, or other property, and agrees to indemnify and hold Seller harmless against all liability, loss and expense incurred, as result of deliveries to Buyer delivery points beyond the public roadway.
K. Delivery Truck Damage. Buyer agrees to pay any and all costs of repairs necessitated by damage to Seller’s or its agent’s or carrier’s trucks and/or equipment resulting from any cause whatever during the process of delivery on Buyer’s worksite or unloading, excluding damages caused by Seller’s, its agent’s or carrier’s, or its or their employee’s negligence or the mechanical failure of their equipment.
L. Taxes. All shipments are subject to applicable local, state and federal taxes and tariff regulations. The Buyer shall pay or reimburse the Seller for all applicable taxes.
M. Returns and Restocking Fees. Seller will not accept returns of any of its Products without written pre-approval. Returns and restock fees will only be permitted at Seller’s sole discretion. If a return is authorized by Seller, it will be subject to a restocking fee as determined by Seller it Seller’s sole discretion.
N. Risk Transferring & Shipping. If Buyer is arranging shipping, then Title to all products sold shall passes to Buyer when product is loaded and delivered to the Buyer’s carrier. If Seller is arranging shipping, then delivery, Title, and risk transfers to Buyer when the Product is delivered.
O. Receipt & Inspection. Products shall be deemed to be free from all defects and deficiencies upon delivery unless Buyer makes a claim within forty-eight (48) hours of delivery of the Order. Any claims for latent defects must be made to Seller in writing upon discovery and no later that one (1) year after the product is installed. Buyer shall provide Seller a reasonable opportunity to investigate all defect claims.
P. Installation and Cleaning. Products shall be installed by Buyer or its contractors/agents in accordance with the manufacturers specified instructions or industry standards. Any claims for defective products will not be considered once a Product is installed. Uce is considered acceptance that the product conforms to Buyer’s project requirements. Products shall only be cleaned in accordance with the manufacturer’s specific instructions.
Q. Limitation of Liability. Seller will not be liable for any claim for damage to Product resulting from improper storage, handling, installation, or cleaning, by Buyer or any other party. This includes but is not limited to, damage that may be caused to Product as a result of exposure to release agents, retarders, accelerators, cleaning agents or other chemicals, or cleaning with high pressure. In no event shall seller be liable under any theory or remedy, (contract, implied warranty, tort, negligence, misrepresentation, strict liability or other legal or equitable theory) for any punitive, exemplary, incidental, consequential, lost profits or other damages, arising from product or its use. In no event shall seller’s liability exceed the fees paid to seller by buyer for the goods giving rise to such liability.
R. Warranty; Disclaimer of Warranties. The Products delivered to Buyer hereunder shall conform to the applicable Product specifications of the manufacturer. Except as otherwise specifically set forth herein, or provided by the manufacturer of product, if applicable and able to be transferred to Buyer, Seller hereby disclaims all other warranties, express or implied, including any implied warranty of merchantability, workmanship or fitness for any particular purpose or non-infringement. Should the Products fail to conform to the foregoing warranties, Seller will, at its option replace product or refund that portion of the purchase price of product which fails to meet these warranties. Seller makes no warranties regarding the absence of efflorescence and discoloration after the product(s) have been installed and the Seller shall not be liable for any of the same.
S. Force Majeure. Seller will not be responsible for delays in production or delivery for any reason resulting from acts of God, earthquakes, sabotage, fire, flood, strikes, lockouts, other labor issues of any kind, priorities, allocations, limitations or other restraints which affect manufacture or delivery, accidents, pandemics, war, insurrection, delays in transportation, equipment failure, damage to equipment or facilities, shortage or delays of transportation, fuel, or materials, present or future laws and governmental interference or regulation, or for any other reason beyond Seller’s reasonable control.
T. Arbitration / Dispute Resolution. At the election of either party to these Terms and Condition and/or the subject Order, any controversy or claim-legal or equitable arising out of or relating hereto or any breach thereof, including but not limited to any claim or controversy based upon any express or implied warranty, shall be settled by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The decision of the arbitrator(s) shall be final and binding upon the parties and may not be vacated, modified or appealed.
Notwithstanding the provisions of the preceding paragraph, an election by either party to arbitrate shall in no way affect Seller’s right to file a petition to establish a mechanic’s lien (or any similar lien provided by common law or statute for the protection or materialman) or to file suit against the surety named in a labor and product payment bond covering the project in question. In the case of a mechanic’s lien or similar lien, the appropriate court shall have authority to conduct a hearing to determine whether such lien, final or interlocutory, should issue, and to enter the appropriate order establishing the lien.
U. Expenses. In the event Seller employs counsel to enforce Seller’s rights and interests under or relating to these Terms and Conditions, including but not limited to all efforts by counsel to collect any amount due Seller through arbitration or litigation, Buyer agrees to pay the reasonable attorney’s fees and costs incurred by Seller.
V. Governing Law & Venue. These terms and all matters between Seller and Buyer will be governed by the laws of the State of Illinois. The parties agree that any disputes hereunder shall be brought exclusively in Cook County, Illinois.
W. Payment Terms. Outstanding balances are subject to a finance charge of 1-1/2% per month, which is an annual rate of 18%. Seller’s failure to collect interest on any outstanding balance shall not constitute a course of conduct or otherwise waive Seller’s right to collect interest on any outstanding balance. If at any time the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, Seller reserves the right, in addition to any and all other rights of Seller hereunder, to require advance payments or other satisfactory security.
X. Entire Agreement. Unless Buyer and Seller have executed a separate agreement applicable to Product orders, these Terms and Conditions supersede all previous agreements or communications, whether written or oral, which relate to the Product order. These Terms and Conditions shall supersede any other contract terms between the parties for Products supplied by Seller. Buyer specifically acknowledges and agrees that these Terms and Conditions expressly limit acceptance to the terms contained herein. 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 and Conditions. No modification, alteration or amendment shall be effective unless in writing and signed by authorized officers or representatives of both parties.