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TERMS AND CONDITIONS OF SALE

 

Acceptance Of Orders/Terms:  All orders are subject to acceptance by S S Industries, LLC d/b/a Mylen Stairs (“Company”).  Company reserves the right to reject any order.  Acceptance of any order by the Company is expressly conditioned on Customer’s assent to the terms and conditions set forth herein (“Terms”) and the waiver by Customer of any terms and conditions contained in any order form, confirmation, or any other communication of Customer, whether previously or hereafter delivered to the Company, which either add to, differ from, modify, conflict with or are otherwise inconsistent with any term or condition herein.

 

Product Changes:  The Company reserves the right to discontinue the manufacture or sale of any product (“Company Product”) at any time or to alter, modify or redesign the Company Products.

 

Price:  All prices are subject to change without notice.

 

Terms:  Customer credit approval is required prior to any shipment.  If the Company determines at any time that Customer’s financial condition does not justify the extension of credit to Customer, then Company may at its option require cash payments in advance.  To initiate an order, the Customer must provide the Company with a deposit of 50% of the purchase price.  Prior to shipping any order to Customer, the Company must receive the balance of the purchase price along with all applicable sales tax and shipping costs.

 

Cancellation/Change Orders:  Orders for standard Company Products may only be revised or canceled by Customer prior to the date of loading at the place of shipment, and only with Company’s prior consent.  Orders for nonstandard or custom Company Products may only be revised or canceled by Customer prior to the commencement of production, and only with Company’s prior consent.  Any product which Company has the capability of producing but does not inventory is considered a nonstandard or custom product.  All cancelled orders, whether for standard Company Products or nonstandard or custom Company Products, shall be subject to a cancellation charge of 15% of the order price.  If not cancelled as provided herein, Customer shall be liable for the full order price.

 

Packaging/Shipping:  Unless otherwise agreed by the Company in writing (i) Company shall select the method of shipment and carrier, and (ii) costs for shipping shall be included in the purchase price for the Company Products.  Costs for special packaging and/or handling requested by Customer shall be the responsibility of Customer.  Company assumes no responsibility for insuring shipments unless specifically agreed to in writing by the Company, in which case the cost of insurance shall be for Customer’s account.

 

Title:  Title to the Company Products shall only pass to the Customer upon the occurrence of any of the following events:  (i) the Customer having paid to the Company all sums (including any default interest, if applicable) due from it to the Company under the applicable invoice between the Company and the Customer and Company having received such payment as defined in the these Terms, or (ii) the Company serving on the Customer notice in writing specifying that title to the Company Product has passed.  Until title to the Company Product has passed to the Customer as set forth herein, the Customer shall possess the Company Product as a fiduciary and bailee of the Seller.  The Company may recover Company Product in respect of which title has not passed to the Customer at any time and the Customer irrevocably licenses the Company, its officers, employees and agents to enter upon any premises of the Customer, with or without vehicles, for the purpose of recovering goods in respect of which title has not passed to Customer.

 

Delivery:  Quoted shipping and/or delivery dates are based on estimates at the time of order.  Company shall use reasonable commercial efforts to meet such shipping and/or delivery dates, but Company shall not be liable for any direct or indirect costs or damages, including without limitation incidental or consequential damages, resulting from late deliveries.

 

Claims for Loss, Damage or Shortage:  The Customer is responsible for opening and inspecting the Company Products upon delivery and all claims for damage, loss or shortage must be noted in writing on the shipping “Proof of Delivery” before the carrier leaves the Customer’s location.  In no event shall Company be liable for damage, loss or shortage to a shipment caused by a carrier or not noted as required on the Proof of delivery.  No claims for damage, loss or shortage will be allowed unless they are accompanied by a signed Proof of Delivery noting such damage, loss or shortage signed by a representative of the carrier and forwarded to Company within 7 days of the date of delivery.

 

Return and Exchange policy of Company Product:  Customer may return or exchange new and unopened Company Product in accordance with Company’s Warranty and Returned Goods Policy in effect on the date each order is accepted and as authorized by Company on a Return Good Authorization, with the exception of non-standard, custom Products which are not returnable. All returns or exchanges must be authorized by a Company representative before being returned.

Only Adjustable sleeve metal stairs may be returned or exchanged for a refund within 90 days of receipt of the stair. For returns once the stair is received we will inspect it and refund you the cost of the stair less a 15% restocking fee. For authorized exchanges we will charge you or refund you based on the cost of the new stair versus the exchanged one. Shipping charges are non-refundable for returns and exchanges. You may not return or exchange any stair with continuous sleeves, aluminum, all-wood, any stair with a wood handrail, or one-piece all-welded spiral stairs. You may not return or exchange a stair if installation has already begun. All freight charges on exchanges will be paid by the customer. Company reserves the right to amend its Warranty and Returned Goods Policy from time to time.

 

Payment:  All invoices, whether partial or in full, shall be due and payable in full by Customer pursuant to the terms set forth thereon.  Invoices not timely paid are subject to an interest charge of 1.5% per month on any unpaid balance or the maximum rate allowed by law, which interest charges shall accrue beginning on the invoice due date.   If Customer (i) becomes insolvent, files or has filed against it a petition in bankruptcy, makes any assignment for the benefit of creditors, or has a receiver or trustee appointed for it or its property, (ii) takes action to liquidate or otherwise cease doing business as a going concern, (iii) undergoes a change in ownership, (iv) fails to provide adequate assurance or security for credit extended, or (v) takes any other action that the Company determines in its sole discretion adversely impacts the conditions under which credit was extended, then all amounts outstanding from Customer hereunder shall at  Company’s option become immediately due and payable.  Customer shall pay all undisputed invoices regardless of any dispute that may exist as to other delivered or undelivered goods.  With respect to any disputed invoice, Customer shall pay all amounts not in dispute.  Customer expressly waives the right to assert any chargeback, offset or counterclaim with respect to amounts due under any invoice issued by the Company.  The Customer shall pay all of the Company’s reasonable expenses incurred to enforce or collect any of the amounts due by Customer to the Company, or to defend against any action or chargeback proceeding initiated by the Customer, including, without limitation, reasonable attorneys’ and experts’ fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration or administrative proceeding, or in any appellate or bankruptcy proceeding.

 

Taxes/Duties:  All prices exclude Taxes (as defined below) and such Taxes are the sole responsibility of the Customer.  Customer shall make and remit any payments due the Company free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, entry fees, sales taxes, assessments or other charges of whatever nature (“Taxes”) now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest, penalties or similar liabilities with respect thereto.  If Customer or any other person is required by any law or regulation to make any deduction or withholding on account of any Taxes from any payment to the Company due under this Agreement, Customer shall, together with such payment, pay such additional amount (“gross up”) as to ensure that the Company receives full payment.  Customer represents and warrants to Company that the full amount of any such deductions or withholding shall be accurately and timely paid over to the relevant authorities and Customer shall promptly forward to Company copies of official receipts or other evidence satisfactory to Company regarding such payment.  Customer shall also agree to fully indemnify and hold Company harmless, and reimburse Company upon its written request, for the amount of any Taxes so levied or imposed and paid by Company.  Notwithstanding the generality of the forgoing, Customer shall be responsible for any provincial, state or local tax (excluding taxes based on Company’s income or profits) that results from the transfer of title or sale or delivery of the Products purchased hereunder unless a valid and correct tax exemption certificate is furnished to Company prior to delivery.

 

Company Obligations/Limitation of Liability:  COMPANY PRODUCT DELIVERED HEREUNDER ARE SUBJECT TO THE PRODUCT-SPECIFIC WRITTEN WARRANTIES PROVIDED IN OR WITH THE COMPANY PRODUCT OR FOUND ON THE COMPANY’S WEBSITE (HTTP://WWW.MYLENSTAIRS.COM/MYLEN-STAIRS-WARRANTY/).  SUCH WARRANTIES ARE INTENDED EXCLUSIVELY FOR THE BENEFIT OF THE END-USER AND NOT CUSTOMER.  UPON RETURN OF COMPANY PRODUCT BY CUSTOMER AS PERMITTED BY THE APPLICABLE COMPANY WARRANTY, COMPANY MAY ELECT, AT ITS SOLE OPTION, TO RETURN THE CONSIDERATION PAID BY CUSTOMER TO COMPANY FOR SUCH RETURNED PRODUCT OR TO DELIVER CONFORMING PRODUCTS TO CUSTOMER.  THE FOREGOING IS THE ONLY OBLIGATION OF COMPANY TO CUSTOMER RELATING TO DEFECTIVE PRODUCTS AND IS IN LIEU OF ALL OTHER OBLIGATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND.

 

Remedies of Customer:  THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AND THE SOLE AND EXCLUSIVE OBLIGATION OF COMPANY FOR ANY BREACH OF CONTRACT CLAIM THAT COMPANY PRODUCTS DELIVERED DO NOT OTHERWISE CONFORM TO THE ACCEPTED ORDER SHALL BE EITHER THE RETURN OF CONSIDERATION PAID BY CUSTOMER TO COMPANY RELATED TO THE BREACH, OR UPON COMPANY’S ELECTION, THE DELIVERY OF CONFORMING COMPANY PRODUCTS TO CUSTOMER.  WITH RESPECT TO COMPANY’S NONCOMPLIANCE WITH ANY OTHER OBLIGATION OF COMPANY HEREUNDER, THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AND THE SOLE AND EXCLUSIVE OBLIGATION OF COMPANY WILL BE AS COMPANY IN ITS DISCRETION WILL DETERMINE AS FOLLOWS:  (1) COMPANY MAY ELECT TO CURE SUCH NONCOMPLIANCE WITHIN A REASONABLE PERIOD OF TIME, OR (2) IF COMPANY FAILS TO CURE SUCH NONCOMPLIANCE, CUSTOMER MAY RECOVER AN EQUITABLE AMOUNT NOT TO EXCEED SUCH CHARGES AS WERE PREVIOUSLY PAID TO COMPANY BY CUSTOMER RELATING TO THE BREACH.  CUSTOMER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE REMEDIES OF INITIATING CREDIT CARD CHARGEBACKS, SPECIFIC PERFORMANCE AND REPLEVIN.  ANY ACTION BROUGHT BY CUSTOMER IN CONNECTION WITH COMPANY’S PERFORMANCE HEREUNDER MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER SUCH CAUSE OF ACTION ACCRUES OR IT WILL BE DEEMED WAIVED.  COMPANY’S LIABILITY TO CUSTOMER, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL IN NO EVENT EXCEED AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE COMPANY PRODUCTS INVOLVED, AND CUSTOMER RELEASES COMPANY FROM ALL CLAIMS AND LIABILITIES IN EXCESS OF THIS LIMITATION.  IN NO EVENT SHALL COMPANY BE RESPONSIBLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND.

 

Excused Performance:  Company shall be under no liability for any failure to perform any of its obligations under these Terms or any contract if and to the extent that the failure is caused by reason of any cause outside the control of the Company.  Delivery suspended or not made by reason of force majeure shall be canceled without liability, but the Terms shall otherwise remain unaffected.  The Company may allocate its available supply of Company Products or materials among itself and its customers in its sole discretion and without liability to Customer.

 

Compliance with Building Codes, Laws, Regulations & Orders:  The Company Products delivered to Customer shall comply with the published IRC Code in effect at the time of manufacture.   Customer understands and agrees that Customer is responsible for complying at all times with all other laws, ordinances, rules, building codes, requirements and regulations (including without limitation U.S. laws and regulations relating to customs, imports, exports, export controls, and foreign corrupt practices) applicable to the Products and when requested, shall furnish evidence to Company of such compliance.  In the event that the Customer desires or requires engineered stamped shop drawings or any other drawings or technical information regarding the Company Products, Customer must request same at the time the Customer’s order is placed with the Company.  If available, such engineered stamped shop drawings and other drawings or technical information shall be provided to Customer for an additional fee.

 

Entire Agreement.  The terms and conditions contained herein constitute the entire agreement between the Company and Customer and supersede any and all prior agreements, whether oral, written or implied.  No modification of these terms and conditions shall be effective unless made in writing and executed by Company.

 

General:  This agreement shall not be assigned by Customer without the prior written consent of the Company, and any assignment made without such consent shall be null and void.  This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.  This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflicts of law provisions.  Customer hereby expressly consents to the exclusive jurisdiction of the Pennsylvania courts to settle any disputes arising from these terms or the sale of Company Product to Customer.