Terms & Conditions with Dowmet, LLC
GOODS AND SERVICES SOLD BY DOWMET, LLC ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN BUYER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON DOWMET, LLC UNLESS AGREED TO IN WRITING BY A DOWMET, LLC CORPORATE OFFICER. BUYER’S ACCEPTANCE OF SHIPMENT OR PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF DOWMET, LLC TERMS AND CONDITIONS.
ORDER ACCEPTANCE: Buyer’s order must be documented by this signed Terms and Conditions, signed Proposal, signed Purchase Order, signed submittal drawings, and payment. No order will be considered binding until these documents are received.
CHANGES: Orders are specifically fabricated in accordance with Buyer’s signed Order. Buyer shall send any requests for changes to Seller, promptly and in writing. Buyer must obtain signed verification from Seller that the change request was received and accepted in order for the change to be valid. If the requested changes result in pricing changes to the Order, Seller will produce a “Change Order” documenting such changes. The Buyer must sign and return the Change Order for the change(s) to become a valid part of the Order. Buyer agrees to pay for any Goods fabricated by the Seller on the order prior to processing the Change Order. Seller will not be responsible for any delay in fabrication or shipment caused by Change Orders made at a point in time whereby the completion of the Change Order would cause a delay in the completion of the Order.
ORDER CANCELLATION: If you wish to cancel your order after we receive your payment, but before we proceed with submittals, we will refund all but 20% of the contract total. After we start submittals, we will accommodate the cancellation, but we will not refund money paid. After we custom finish or cut metal for your Order, your Order may NOT be cancelled, and we require payment in full.
PRICE: Prices in effect at time of shipment of goods or performance of services shall prevail. All prices quoted by Dowmet, LLC are subject to change without notice unless otherwise stated in writing. We reserve the right to revise our quotation if we do not receive the order for all items quoted, since quantity frequently governs the price.
PAYMENT/CREDIT TERMS: Seller’s Credit Department, at its sole discretion, shall have the right to approve and assign Buyer credit, set credit limits, set payment terms and modify or terminate Buyer’s credit privileges at any time. Unless Seller notifies Buyer otherwise, the following terms will apply:
First-time or occasional Buyers shall pay 100% up front for the contract value of the Order, including applicable taxes and freight charges on or before the date of delivery or at time of pickup if Buyer picks up the Order. Payment shall be made with Cashier’s Check payable to Dowmet, LLC. In some circumstances, prior arrangements can be made through Seller’s Credit Department to accept a personal or company check. Personal or company checks shall be verified with the Buyer’s bank prior to shipment or pickup which may delay fabrication or special order time. Seller shall not be responsible for any delay on an order caused by the process of verifying checks. Acceptance of a check is at Seller’s sole discretion. We also currently accept credit cards (Visa, MasterCard, American Express, and Discover); however, if making payment by credit card, a 3% processing fee will be added to the total amount of Order.
Specially fabricated orders or non-stock component orders for current account customers will require a 50% Deposit before fabrication can begin, and the remaining balance will be payable on or before the date of delivery or date of pickup. Once Seller orders Special Order Goods, Buyer shall be financially liable for payment of the sales price for such items. Seller shall not be responsible for project delays due to Special Order Goods availability and/or delivery. Buyer may not cancel any order that has been custom finished or cut to size.
Subject to approval by Seller’s Credit Department, Buyers can establish an “Open Account” with Seller by completing a credit application. Lines of credit are granted or denied based on Seller’s review of Buyer’s credit references, overall credit history, years in business, financial strength and history with Seller. Open Account Buyers enjoy the following privileges subject to compliance with all other clauses contained herein:
Payment is due thirty (30) days from the date of invoice.
Full payment within (10) days of the date of shipment or pickup will receive a 1% discount on Goods only, excluding any taxes or freight. 100% payment must be made to qualify for discount.
Open Account Buyers must maintain good credit and a prompt pay history to keep open account privileges. Seller’s Credit Department reserves the right to request Buyer’s updated financial information when it deems necessary, in order to maintain Buyer’s Open Account status and credit limit. Open Account status may be revoked at any time at Seller’s discretion.
Buyer agrees that all current obligations shall become immediately due and payable in the event of (a) Buyer’s failure to accept a completed order when ready for shipment or pickup (b) Buyer’s failure to pay debts as they become due (c) Buyer’s failure to comply with Seller’s credit or payment terms (d) Buyer’s dissolution, bankruptcy, insolvency, or death (e) termination of the contract by Buyer or Seller for any reason (f) Buyer’s failure to provide satisfactory security or assurance for performance of Buyer’s obligations if requested by Seller (g) any breach or anticipatory breach of contract.
PAST DUE ACCOUNTS AND DISPUTE RESOLUTION: If Buyer fails to fulfill the terms of payment, Seller may defer additional order acceptance, shipment or pickup, put Buyer’s account on “Credit Hold” status, cancel the uncompleted balance of the order and/or require 100% prepayment of any current or future order. Seller shall not be responsible for any order, fabrication, progress or project delays resulting from an account status change to “Credit Hold”. All deferred payments shall bear interest from the time they are due until paid at the highest rate permitted by law and if collection of the account requires any legal counsel or procedures, Buyer agrees to pay reasonable attorney’s fees plus interest, costs and any other damages as may be allowed by law. No failure of the Seller to exercise any right occurring from default of the Buyer shall impair the Seller’s rights in case of any subsequent default.
THE LAWS OF THE STATE OF GEORGIA SHALL CONTROL THE VALIDILITY, CONSTRUCTION AND INTERPRETATION OF THIS CONTRACT EXCLUDING ANY CONFLICTS OF LAWS PRINCIPLES WHICH WOULD DIRECT THE SUBSTANTITIVE LAW OF ANOTHER JURISDICTION TO APPLY.
Buyer agrees that activities to be performed under the Orders/Contracts will be performed primarily in the State of Georgia and that payments are due and payable in Gordon County, Georgia. Buyer agrees that venue, for all purposes of any and all lawsuits, causes of action, arbitration’s, or other methods of resolving disputes is proper in any state or federal court in Gordon County, Georgia, consents to such jurisdiction and waives any right to transfer any action brought in any such court.
DELIVERY: When requested by Buyer, Seller will make reasonable effort to arrange shipments via what Seller considers, but does not warrant, to be a reliable, insured, bonded, independent trucking company. Freight charges will be prepaid by the Seller or added to the Buyer’s Order cost at Seller’s option. Seller shall not be responsible for any loading, transportation, or delivery problems, including but not limited to, delivery delays, damages to property, personal injuries of any kind, unloading expenses, demurrage, or any liquidated or consequential damages regarding freight or delivery.
BUYER PICKUP: Seller will load orders for pickup, but Buyers are responsible for sending suitable vehicles capable of hauling the size and weight of the Buyer’s order. Buyer shall be responsible for providing an appropriate method and materials for securing the Goods to the vehicle, and Buyer shall secure the loaded Goods. Seller shall not be responsible or financially liable for any accidents or damages caused to vehicles, Goods, person or property for any reason regarding loading or transporting Buyer’s Order. Risk of loss or damage shall pass to Buyer upon commencement of loading onto Buyer’s transportation vehicle.
Partial order pickups shall be pre-approved in writing, and such approval shall not release Buyer’s financial obligation for any order balance. In cases where partial pickups are part of a C.O.D. order, payment for the entire order balance must be paid prior to initial pickup. Buyer shall be responsible for an additional freight charges resulting from multiple pickups.
BILL OF LADING/DELIVERY TICKET: Buyer is responsible for verifying that the Goods listed on the Bill of Lading/Delivery Ticket are received. All obvious shortages and/or damages must be noted, in writing, on the Bill of Lading prior to Buyer signing the Bill of Lading.
FORCE MAJEURE: Seller shall not be liable to Buyer or to any third parties for whose use any of Buyer’s Orders is intended for any penalties, damages, claims or any other losses occasioned by Seller’s failure to make delivery, or delay in making a delivery, of an Order when such failure or delay results from causes or events beyond Seller’s reasonable control (a “Force Majeure Event”), including but not limited to fires, floods, storms, hurricanes, casualty losses, accidents, or other acts of God, stress, labor disputes or difficulties, acts or requirements of government or civil authority, riot, war terrorism, embargo, truck shortage or any transportation delay or difficulty, or inability to obtain labor or raw Goods, or approval drawings which are not timely returned by Buyer or Buyer’s architect or representative.
MISCELLANEOUS: No oral agreement or other understanding shall in any way modify the terms and conditions herein. To be effective, written modifications must be signed by both Buyer and Seller. If Buyer is a legal entity, including but not limited to, a corporation, limited partnership or joint venture, Buyer represents and warrants that this agreement and its execution have been duly authorized by all necessary entity officers and proceedings, and Buyer represents and warrants that persons or entities placing any Orders with Seller on behalf of Buyer have been duly authorized by Buyer to place such Orders.
In the event that Buyer’s Purchase Order and/or terms or conditions are inconsistent with Seller’s Order, Contract, or Terms and Conditions, Seller’s Terms and Conditions shall govern. Seller will not accept, execute or be bound by Buyer’s Purchase Order or any terms and conditions attached thereto. If Buyer’s Purchase Order Number should appear on any Seller document(s), it is strictly for Buyer reference only.
This agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns. In absence of an original, a fax executed copy of this contract shall act as an original.
The parties below acknowledge that they have read and understand Dowmet, LLC Terms and Conditions for Sales of Goods and agree to abide by the terms and conditions as stated.
BUYER (Complete in its entirety): SELLER:
Agreed to and Accepted by Buyer at Adairsville, GA Agreed to and Accepted by Seller at Adairsville, GA
Signed By: _______________________ By: _____________________________
Buyer DOWMET, LLC
Print Name: ______________________________
Title: ____________________________ Title: _____________________________
Date: ____________________ Date: ________________________
Company Name: ___________________________
Physical Address: ___________________________
Billing Address: ____________________________
Phone Number: _____________________________
Fax Number: _______________________________
SIGNED ORIGINAL SHOULD BE RETURNED TO DOWMET, LLC PRIOR TO ANY ORDER PLACEMENT.
Terms and conditions for vendors
Billing Requirements: (a) Invoices received by the 25th of the month will be paid within 15 days of receipt of payment from owner; invoices received after the 25th of the month will be submitted the following month. All payments may be subject to retainage. (b) Invoices must have complete purchase order numbers before payment will be made. (c) All freight charges must be shown separately on all invoices. If not shown separately the invoice will be returned to Vendor. (d) Vendor shall submit a monthly “Subcontractor’s/Supplier’s Application for Payment and Lien Waiver” or monthly statement.
- Payments: Prices in Dowmet, LLC Purchase Orders are firm and not subject to increase unless specifically stated. No payment shall relieve Vendor of its obligation to fully comply with all terms of Dowmet, LLC Purchase Order.
- General Requirements: If materials or services delivered to Dowmet, LLC are unacceptable, Dowmet, LLC may at its option, (1) reject goods or services or (2) cause their correction, charging vendor’s account with the cost thereof. Vendor also agrees: (a) if Vendor fails to perform in a timely manner, Dowmet, LLC may (in addition to all other rights) either demand immediate cure of vendor’s default or Dowmet, LLC may obtain conforming goods elsewhere at Vendor’s expense. (b) to promptly pay when due for all labor, equipment, materials or supplies used or consumed in completing this Purchase Order and to save Dowmet, LLC harmless from any claim, lien, judgment, court costs and expenses incurred on account of Vendor’s failure to comply with the terms of Dowmet, LLC order or purchase order. Dowmet, LLC reserves the right to pay directly or by joint check to any supplier or subcontractor of Vendor, or to offset against sums due hereunder any other sum by which Vendor is indebted to Dowmet, LLC whether arising out of this purchase order or otherwise.
- Release for services, fabrication, and shipment: (a) A release date will be established. No services are to be started or shipments made until approval is obtained on Vendor’s submittal data. Dowmet, LLC, may at its option and without notice to Vendor change the required release date. Delivery of goods does not constitute acceptance of them. Vendor is to notify Dowmet, LLC at least 24 hours prior to delivery in order to facilitate loading.
- Packing and Crating: (a) Every possible precaution and measure must be taken in packing, crating, and preservation of equipment and/or materials prior to shipment to minimize in-transit and storage damage. The material is to be packed and preserved for possible outdoor shipping and storage unless otherwise directed by Dowmet, LLC . (b) Each item shall be tagged or stenciled legibly identified and shall include the following: (1) name of Vendor; (2) shipping address; (3) purchase order number; (4) material or equipment identification number; (5) box and package number; (6) weight. (c) Vendor agrees to accept back charges that are a direct result of Vendor’s failure to properly pack, crate, and ship materials.
- Warranty: (a) Vendor shall guarantee this merchandise for a minimum of one year after satisfactory performance test and/or acceptance by owner. In the event vendor fails to meet the terms of this warranty, goods shall immediately be repaired or replaced by vendor. In the event that Dowmet, LLC, repairs or replaces nonconforming or damaged goods, all costs incurred shall be borne by Vendor. Acceptance and/or payment shall not relieve Vendor from liability for defects which may be discovered thereafter. (b) Vendor further warrants that the services, material, machinery, accessories, parts, and/or other goods and materials purchased hereunder are designed, manufactured and/or constructed, and are capable of being operated or used effectively so as to comply (1) with the Occupational Safety and Health Act of 1970, as amended, and with the standards and rules issued thereunder, (2) with other federal, state, and local laws, ordinances, and regulations issued thereunder with respect to any occupational safety and health.
- Indemnification: Vendor agrees to indemnify, defend, and hold harmless Dowmet, LLC from any and all claims, demands, actions and remedies of collection available under law including attorney’s fees, arising out of (a) Vendor’s payment of contributions, penalties or interest due under any state employment security law, and upon request shall furnish Dowmet, LLC with the affidavit of the Labor Commissioner of the State in which Vendor’s work was performed and attesting to Vendor’s compliance; (b) Any alleged defects or failure in Vendor’s products, goods, services, packaging, or crating, or any negligence, fault or omission by the Vendor; (c) all tax liabilities of the Vendor; (d) any infringement of patent, trademark, or trade secrets.
- Dispute Resolution: Vendors agreeing to do business with Dowmet, LLC, a Georgia corporation, agree to abide and be governed by the laws of the State of Georgia. Any and all litigation arising between the Vendor and Dowmet, LLC will be filed in Gordon County, Georgia and this agreement shall be construed under the laws of the State of Georgia. Vendors further agree to waive their corporate terms and conditions for the right to do business with Dowmet, LLC. The acceptance of a purchase order and/or order from DOWMET constitutes an agreement to this effect between Vendor and DOWMET. By Dowmet, LLC signing a Vendor’s delivery ticket, accepting or paying an invoice does not constitute Dowmet, LLC acceptance of the Vendor’s terms and conditions.
- General Conditions: Dowmet, LLC order and/or Purchase Order may only be amended in writing and signed by Dowmet, LLC. All inconsistent terms of Vendor’s quotations, order acknowledgments, terms and conditions, or other documents are specifically excluded. In case of any inconsistency between the terms of Dowmet, LLC order and/or Purchase Order, and any other document, Dowmet, LLC document titled “Vendors Terms and Conditions” shall govern.
- Vendors shall not assign Dowmet, LLC order or Purchase Order nor subcontract any of the work hereunder without the prior written consent of Dowmet, LLC.