Purchase Agreement

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1. Confirmation of Agreement. By submitting and consummating an order on this Web site (the “Site”), the buyer of goods at the Site (“Buyer”) acknowledges that this is an agreement for the sale and purchase of commercial and residential doors and accessories (the “Goods”) specifically submitted by which Buyer agrees to buy and Steel Door Depot.com, LLC (“Seller”) agrees to sell Buyer such doors and accessories at the price listed on the Site, subject to the terms and conditions below. By virtue of its submission of the order, Buyer acknowledges having understood and accepted the terms contained herein. These terms and conditions and the Seller's Terms and Conditions of Use for the Site (the "Terms and Conditions") shall apply to any and all sales between Seller and the Buyer on the Site shall not be waived, modified or amended without the express written consent of an officer of Seller. Terms contained on any other purchase order or agreement issued by Buyer conflicting with these Terms and Conditions shall be of no force and effect.

2. Purchase Price and Payment. The price is as set forth on the Site and includes base price plus accessories, options and delivery. The purchase price shall be paid with check or charge card prior to production of order and Seller shall be under no obligation to begin production or deliver the Goods until it receives full payment therefore. Upon submission of an order the Site, Buyer agrees to pay for the Goods in the manner and at the time set forth below, acknowledges and accepts responsibility for taxes, cost of performance/payment bonds, building permits, and other fees as required by federal, state or local laws not specifically stated herein or on the Site and agrees to indemnify Seller and hold Seller harmless in the event third parties seek to collect, or collect in fact, any of the foregoing taxes, fees or costs from Seller.

3. Delivery. All shipments shall be F.O.B. factory or fulfillment center.The expected date of delivery for the Goods shall be as set forth in the Site and should be computed from Seller’s receipt and acceptance of the Purchase Price; however payment does not guarantee date of delivery. At time of delivery, Buyer shall make a full and close inspection of merchandise. Buyer must make note on the bill of lading of any freight damage or missing packages or any claims resulting from freight damage or missing packages shall be waived. Seller shall have the option to deliver Goods in two or more installments as Seller shall elect.

4. Risk of Loss. Buyer understands and agrees that the Seller may contract the delivery of the Goods with an independent carrier and that the carrier shall accept risk of loss while the goods are in transit. Upon arrival of the goods by the carrier and prior to unloading same, Buyer shall bear risk of loss as to any parts of the shipment, personal injury (i.e. for unloading) and any other liability which may occur.

5. Damages Resulting from Delay or Cancellation. Seller will exercise good faith to meet stated delivery dates and shall not be liable for any damages which Buyer may suffer by reason of Seller’s delay as long as it is acting in good faith. Buyer is responsible for demurrage charges from truck line if Buyer requests any delay in delivery. Notwithstanding the foregoing, in no event shall Seller be liable for any damages which Buyer may suffer by reason of Seller's delay in delivering the Goods if Buyer, its agents or employees, notifies Seller to cancel or "hold" the order until further notice or if Buyer delays delivery of the order for any reason after production of the Goods has begun. If Buyer places order on hold prior to the start of production, Buyer remains liable for cost or damages Seller incurred by reason of the delay, including incidental and consequential costs. If Buyer notifies Seller to cancel or hold an order and production has begun, Buyer shall remain liable for the full contract price of the Goods.

6. Specifications. The Goods shall conform to the specifications set forth in the Site except where otherwise agreed upon in writing by Buyer and Seller. It is the sole responsibility of the Buyer to verify that the specifications on the Site conform to Buyer's local building and insurance codes. [question: will specifications be in the web site?]

7. Authority. No agreement, statement or warranty made by a real or alleged agent, employee, or representative of Seller regarding the goods sold hereunder shall bind Seller.

8. Re-Sale of Goods. If Buyer defaults on any of its obligations hereunder, Seller shall have the right, but not the obligation, to sell the products ordered to a third party at the same price as under this contract. Buyer shall remain liable for any damages, including consequential damages, resulting from such default.

9. Limited Warranty. The Goods furnished under this Agreement is warranted to be free from defects in materials and workmanship for a warranty period of one year from the date of shipment from Seller’s facilities, and such warranty shall be limited to repairing or replacing, at Seller’s sole discretion, products evidenced to be defective within such one year period. OTHER THAN AS SET FORTH ABOVE, THERE ARE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. By installing the product, Buyer has constituted acceptance of materials.
10 Limitations on Liability. IN NO EVENT SHALL STEEL DOOR, ITS PARENTS, SUBSIDIARIES, AFFILIATES OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF THE FOREGOING BE LIABLE TO BUYER, ANY OF ITS AFFILIATES OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE GOODS, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT WILL SELLER’S LIABILITY FOR ANY DAMAGES TO BUYER, ITS AFFILIATES OR ANY THIRD PARTY EVER EXCEED THE PURCHASE PRICE PAID BY BUYER TO SELLER FOR THE GOODS.

11. Rejection of Nonconforming Goods. Except where this Contract may expressly provide otherwise, the Georgia Uniform Commercial Code shall govern Claims for shortages or any rejection of goods for nonconformity with the requirements of the contract. Such Claims must be reported within twenty-four (24) hours to Seller and must be made to Seller in writing within five (5) days after delivery of shipment (which the Parties agree is a reasonable time) or claim shall be conclusively waived. The notification shall state the basis of the alleged nonconformity and a description of the portion of the shipment being rejected. Within five (5) days following the notification, the Seller may have an agent inspect the goods for nonconformity.

12. Termination on Contingency. This contract will be terminated automatically with respect to the delivery of, or payment for, any Goods not yet delivered when any of following contingencies occur: Shutdown of Buyer’s or Seller’s business; and any formal, informal, voluntary, or involuntary action, whether conducted privately or in court, by either party resulting in the surrender of any substantial degree of business management for the benefit of creditors [non-payment within a number of days of the order?]

13. Force Majeure. The parties understand that performance by Seller or Seller’s carrier may be interrupted or delayed by an occurrence outside of its control, including but not limited to the following: an act of God, war, riot, sovereign conduct, or conduct of third parties. If that should occur, Seller shall be excused from performance for as long as it is reasonably necessary to complete performance, and shall not be liable to Buyer for loss of use or any other damages resulting there from.

14. Indemnification. Buyer shall indemnify and hold Seller, its parents, subsidiaries, affiliates and all officers, directors, employees and representatives of the foregoing free and harmless from any and all claims, demands, loss, liability or expenses, including reasonable attorney’s and court fees, resulting from (i) the injury to or death of any person or persons and (ii) damage to property of any person relating to the Goods purchased hereunder which injury or damage is caused by or arises out of the negligence of Buyer, the improper installation of the Goods by Buyer or its agents, or the condition of Buyer’s property.

15. Costs of Action. In the event Buyer in any manner defaults or breaches the terms and conditions of this Agreement, or threatens to do same, or in the event it becomes necessary for Seller to employ an attorney to enforce any provision of this Agreement, obtain injunctive relief, collect damages on account of a breach or threatened breach of this Agreement, or if Seller prevails in a tort action commenced by Buyer against Seller, Buyer shall reimburse Seller for Seller's attorney fees and other court costs.

16. Severability. If any part, term or provision of this Agreement shall be determined by any court to be invalid or unenforceable, all of the remaining provisions nevertheless shall remain valid and effective as it is the intention of the parties that each provision hereof is being agreed upon separately.

17. Governing Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of Georgia applicable to agreements made and entirely to be performed in Georgia without resort to its conflict of law provisions.

18. Venue. Buyer agrees that any action at law or in equity arising out of or relating to the terms of this Agreement shall be filed and adjudicated only in the federal or state courts located in Carroll County, Georgia, and Buyer and Seller hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such court or any suit, action or procedure arising out of this Agreement.

19. Waiver. The failure of either party to insist in any one or more instances upon performance of any of the provisions of this agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights, and the same shall constitute and remain in full force and effect. No single or partial exercise by either party of any right or remedy shall preclude other or further exercise thereof, or the exercise of any other right or remedy. Waiver shall not constitute or be construed as a continuing waiver or a waiver of any other breach of any other provision of this Agreement.

20. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of both parties and their respective successors and assigns.

21. Assignment. This Agreement cannot and shall not be assigned or transferred, by operation of law or otherwise, without the express prior written consent of the other parties hereto.

22. Parties In Interest. Nothing express or implied herein is intended, or shall be construed to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.

23. Headings. Headings in this Agreement are for convenience only and should not be used to interpret or construe the provisions there under.

24. Singular and Plural. Unless the context requires otherwise, wherever used herein, the singular shall include the plural and vise versa and the user of one gender shall denote the others where appropriate.

25. Entire Agreement. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, including, without limitation, any representations and understandings of the parties, both written and oral, other than as expressly referenced herein, and where appropriate, delivered at closing. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and which specifically refers to this Agreement and states that an amendment or modification is being made in the respects as set forth in such instrument and is made by the parties hereto.
BY SUBMITTING AN ORDER ON THIS SITE, BUYER AGREES TO BE BOUND TO THIS AGREEMENT AND THE TERMS AND CONDITIONS.