TERMS & CONDITIONS
Welcome to AlliedInsulatedPanels.com. We (Allied Insulated Panels) and/or our affiliates (“Allied”) provide website features and make available certain products and services to you when you visit or shop at AlliedBuildings.com, use Allied interactive products or services, use Allied applications for mobile, or use software provided by Allied in connection with any of the foregoing (collectively, “Allied Services”). Allied provides the Allied Services subject to the following conditions.
By using Allied Services, you agree to these conditions. Please read them carefully.
We offer a wide range of Allied Services, and sometimes additional terms may apply. When you use an Allied Service (for example, in connection with your purchase of a building) you also will be subject to the terms and conditions applicable to that Allied Service (“Unique Service Terms”). If these Website Terms and Conditions are inconsistent with the Unique Service Terms, those Unique Service Terms will control to the extent of such inconsistency.
TERMS & CONDITIONS FOR THE SALE OF BUILDINGS
Effectiveness. The Purchase Order of which these Terms and Conditions are a part shall become a binding Contract upon its acceptance in writing by an authorized representative of Allied Insulated Panels, Inc. (“Seller”). After such acceptance, it may not be rescinded by either party without cause.
Payment. Time and terms of payment are of the essence. Charges for the goods and services contracted for purchase in the Purchase Order, as it may be changed (collectively, the “Purchased Goods”), are clearly indicated on the front of the Purchase Order or in a subsequent, written change order. Goods manufactured to order or with custom specifications may require prepayment of all or part of the purchase price prior to shipment. Seller may, at any time and at Seller’s sole discretion, require full or partial payment in advance of deliveryor in advance of manufacture. Notwithstanding any other provisions herein to the contrary, if at any time Seller in good faith determines that Buyers’ credit shall become impaired, Seller may decline to deliver the Purchased Goods except for cash, in advance.
Terms regarding Purchased Goods.
a. In some instances and at Buyer’s request, Seller may submit to Buyer drawings to be approved by Buyer of the Purchased Goods. The approval drawings may consist of plans, elevations, cross sections, details and notes to describe the scope of materials and building components outlined in the Purchase Order. Buyer may request additional sets of drawings which will be provided upon the payment of postage, reproduction and handling fees. Within thirty (30) days, Buyer must return a signed copy of the drawings indicating approval with or without modifications, otherwise the drawings will be automatically considered as approved. Buyer may request additional time to approve by contacting Seller. Upon receipt by Seller of the approved drawings, Seller shall proceed with the preparation of detailed shop drawings and the manufacture of the Purchased Goods
b. Buyer may request changes or add extras. Seller shall only be bound to comply with changes or extras in a written Change Order signed by Buyer or Buyer’s agent that has been approved by Seller. The Change Order shall describe the change and the modification to the Contract price.
c. Building size and all other dimensions are approximate and intended to identify standard sizes sold by Seller. Except when specifically indicated, all dimensions are exterior dimensions. No warranty or representation is given by Seller as to exact dimensions, as the same will vary depending upon concrete base and variations and are intended to identify generally gauge designations by steel producers. Buyer’s dimensions have been provided with this Contract. Any changes to those dimensions by Buyer or not caused by Seller, may result in cost increase and delay.
d. Buyer is solely responsible to assure that soil and subsoil conditions at the site are of sufficient density to support and sustain the foundation, the building and any materials to be stored therein.
e. Seller shall have no responsibility whatsoever for the erection of the structure or structures that are to be built with the Purchased Goods and Seller shall not be liable to Buyer for any loss or damage resulting from or in connection with the erection of the said structure or structures. Buyer hereby releases Seller from all claims, damages, expenses and liabilities of every kind and nature arising out of the erection of the subject structure or structures.
f. Buyer or the erector of the building to be constructed must follow and comply with the specifications and instructions contained in the drawings supplied to Buyer, including, but not limited to the Standard Product Drawings. Buyer agrees to indemnify and hold Seller harmless for any loss of damages, including attorney’s fees, resulting from the failure to comply with the specifications and instructions contained in the drawings supplied to Buyer.
g. Intellectual Property. If Buyer furnishes the design for the Products or requires Seller to prepare a design for the Purchased Goods, then Buyer will own all intellectual property rights relating to such design. The Buyer hereby grants a free, irrevocable and unconditional license for the benefit of the Seller (including any party affiliated to the Seller) to freely use the images of the Purchased Goods, by any means; such license will survive the delivery of the Purchased Goods.
h. Rescission. In addition to any right or remedy that may be available in Law or equity, Seller will have the right to rescind this Contract, in whole or in part, with no responsibility and without the need to any judicial resolution if Buyer fails to comply with or fulfill at any time any of the terms and conditions of this Contract, or if, in Seller’s opinion, the credit or ability of Buyer to perform this Contract becomes impaired.
Delivery. Unless otherwise specified in the Purchase Order or a delay in delivery is caused by Buyer’s action or inaction, Purchased Goods are shipped DAP (Factory), per Incoterms 2017. Accordingly, title and risk of loss shall pass to Buyer upon Seller’s tender of delivery to the common carrier at the Factory. Unless provided otherwise in the Purchase Order or a change order, Seller will arrange for shipment of the building to Buyer as an agent of Buyer and the cost of such shipment will be included in the price of the building.
a. Delivery dates indicated in the Contract are approximate and are based on prompt receipt of all necessary information regarding the Purchased Goods. Seller will use reasonable efforts to meet the indicated delivery date. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE TO BUYER FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR EXEMPLARY DAMAGES ARISING FROM DELAYS IN DELIVERY OR IN PERFORMANCE (OR FAILURE TO MANUFACTURE OR DELIVER) ON THE INDICATED DELIVERY DATE, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS OR LOST BUSINESS. Seller shall also not be liable for any delay or failure to deliver due to causes beyond its control including, without limitation, acts of God; acts of Buyer; acts of civil or military authority; fires; strikes, or other labor disturbances; floods, epidemics; wars or acts of terrorism; demonstrations or riots; or delays or failure to deliver caused by Seller’s inability to obtain the necessary labor, materials, components or manufacturing facilities.
b. Buyer shall receive and accept delivery within fourteen (14) days of notice that the Purchased Goods are ready for shipment. If Buyer fails to accept timely delivery, Seller may, but shall not be required to, treat this Contract as being materially breached, in which event Seller shall have all available remedies, including liquidated damages. In the event of any delay caused by Buyer, Seller will store the Purchased Goods without any liability. Buyer will bear the risk of loss of such stored goods and Buyer will pay the unpaid portion of the Contract price, plus storage, insurance and handling charges and freight charges on or after the date on which the goods are tendered for delivery. Delays caused by Buyer include, but are not limited to: (i) Buyer, its agents or employees, notify Seller to place order on “hold” until further notice; (ii) Buyer delays approval of drawings for more than thirty (30) days after receipt of approval drawings; and (iii) Buyer delays delivery of the building or parts thereof after fabrication is complete and ready to ship. If either (i) or (ii) occurs, Seller may then charge Buyer whatever costs or damages Seller incurred by reason of the delay, including incidental and consequential damages. In the event (iii) occurs, the full price of the Purchased Goods will be immediately due. IF THE FACTORY INCREASES THE PRICE OF THE BUILDING AFTER BUYER HAS CAUSED A DELAY, THIS CONTRACT WILL AUTOMATICALLY BE DEEMED TO HAVE BEEN AMENDED TO INCLUDE SUCH A PRICE INCREASE AND BUYER’S OBLIGATION HEREUNDER WILL BE INCREASED TO REFLECT SUCH A PRICE INCREASE.
c. Buyer shall bear risk of loss as soon as the Purchased Goods are loaded on the truck at the Factory. Thus, all risk of loss during the period of shipment and unloading, including personal injury, or any other liability, is upon Buyer. Seller shall not be responsible for spotting, switching, drayage, demurrage or other transportation charges unless agreed to in writing prior to delivery. Buyer shall hold Seller harmless from any loss, costs, claims, suits, damages and attorney’s fees arising from any alleged or real injury (including to personal injury) to any person or property which arises after tender of the Purchased Goods to the common carrier.
d. Confidentiality. At all times prior to, during, and after the Contract, Buyer will (i) maintain the confidentiality of any information disclosed by the Seller or any of its parents, subsidiaries, affiliates, customers, and contractors, whether or not identified as “confidential” upon disclosure (“Confidential Information”); (ii) not disclose or permit the disclosure of any Confidential Information to any person other than its employees for whom such knowledge is essential for performance of the Contract; and (iii) not use Confidential Information except for performance of the Contract. Buyer will immediately notify the Seller of any disclosure of any Confidential Information that is not permitted by this Contract or other misuse of any Confidential Information or breach of this Contract. Without limiting the direct liability of Buyer’s employees and others who may have received Confidential Information directly or indirectly from the Seller, Buyer will be responsible for the disclosure or other misuse of Confidential Information by Buyer’s employees and others, and Buyer will immediately take such steps as may be necessary to terminate any continuing disclosure or misuse by any of Buyer’s employees and others of which Buyer becomes aware. Buyer makes no representation or warranty of any kind, express or implied, with respect to any Confidential Information. The Seller may elect at any time, by written notice to Buyer, to terminate Buyer’s further use of Confidential Information for any purpose. Upon receipt of such notice, Buyer will, and will cause Buyer’s employees to, promptly cease all further use of Confidential Information, return to the Seller all physical materials containing Confidential Information, whether the materials were originally provided by the Seller or copied or otherwise prepared by Buyer or any Buyer employee, and erase or otherwise destroy any Confidential Information kept by Buyer or any Buyer employee in electronic or other non-physical form. Such termination by Buyer will not affect Buyer’s continuing obligations under this Section. The Seller agrees that no information disclosed by it to Buyer will be confidential unless due notice thereof is given in advance to and accepted by Buyer in writing.
Certain Disputes. Any dispute about the quality, condition or workmanship of the goods or otherwise in connection with the terms of this Contract, shall not entitle Buyer to reject or revoke acceptance of the goods. In the case of any dispute, Buyer shall take delivery of the Purchased Goods, pay for the same, and make a claim under Seller’s warranty. This remedy shall be in lieu of all other remedies available to Buyer.
Shortages and Defects. Purchased Goods shall be deemed fully accepted by Buyer and all claims for damages or defects caused by shipment of the goods shall be deemed waived unless the carrier receives written notice of any such defects at the time of delivery, in writing, on the bill of lading. Any and all claims for shortages must be reported in writing within 30 days of the date of delivery. Buyer must give written notice of any and all warranty claims within 30 days after Buyer discovers the defect or alleged defect. Such written notice shall state with particularity each and every alleged defect and/or shortage claimed by Buyer. Buyer’s exclusive remedy for any defects or shortages in goods shall be limited to Seller replacing or repairing (but not dismantling or installing) defective parts in Seller’s sole option. Seller shall only be liable for repairs which are authorized in writing prior to repair. Replacement of shortages and replacement parts shall be DAP Incoterms 2017, address of the Buyer. Seller’s liability for shortages and defects shall not in any event include indirect, incidental, consequential, special or exemplary damages.
Fees not Considered Penalties. Buyer and Seller intend to fully perform under this Contract. Seller does not anticipate that Buyer will fail to pay on a timely basis, and Seller does not extend credit to customers. Any fees, charges, and assessments due to late payment or nonpayment set forth in this Section are intended to be a reasonable estimate of Seller’s costs resulting from such late payments and non-payments. Additionally, if by its communication, lack of communication or other conduct, Buyer effectively repudiates the Contract without cause, Seller must be compensated for its efforts prior to and as the consequence of such repudiation. These costs will be difficult to calculate or to predict when Seller sets such fees, charges, and assessments, because Seller cannot know in advance: (a) whether Buyer will pay on a timely basis, if ever; (b) if Buyer does pay late, when Buyer will actually pay; and (c) what costs Seller will incur because of Buyer’s late payment, non-payment or cancellation/repudiation of the Contract with respect to such things as order processing, engineering, detailing, purchase of material, fabrication and sales commissions and applicable incidental, consequential and lost profits damages (for example and not by way of limitation).
a. If Seller sends Buyer an invoice and Buyer fails to pay that invoice within thirty (30) days, Buyer specifically agrees that the amount of such invoice shall bear interest at a rate equal to the maximum non-usurious rate for which Buyer and Seller could lawfully contract with respect to such payment under the applicable laws of the State of Florida.
b. In the event that Buyer breaches or, in Seller’s reasonable judgment has effectively repudiated the Contract without cause, Seller shall be entitled to recover: (a) 25% of the purchase price if Buyer’s breach or repudiation occurs prior to the time the goods are ordered to be fabricated; (b) 60% of the purchase price if the goods have been ordered to be fabricated but not yet shipped; 75% of the purchase price plus all shipping, handling and storage costs, if Buyer’s breach or repudiation occurs after the goods have been shipped; (c) 100% of the purchase price if Buyer’s breach or repudiation occurs after tender of delivery of the goods; (d) 100% of the purchase price if the breach occurs with respect to specially manufactured or custom goods after they have been ordered to be fabricated but prior to their shipment; (e) 100% of the purchase price plus all shipping, handling and storage costs if the breach occurs with respect to specially manufactured or custom goods after their shipment. Buyer further agrees that the amount of liquidated damages specified herein constitutes a reasonable estimate of the actual damages which Seller would expect to incur upon Buyer’s breach or repudiation of this agreement.
Initial Payment. In addition to (and not in lieu of) other remedies available to Seller, upon breach or repudiation of this Contract by Buyer, Seller may retain for its own account any initial payment made by Buyer, and such retention shall not impair any other remedies available to Seller under this Contract at law or in equity.
Security Interest. Buyer hereby grants to Seller a security interest in the structure or structures that are contemplated with respect to the Purchased Goods to secure payment and performance of the obligations as set forth in this Contract. Default in payment or performance of any of the obligations is a default under this Contract. Upon such default, Seller may declare all obligations immediately due and payable and shall have the remedies of a secured party as provided by law. Buyer will at any time hereafter execute such financing statements or other instruments and perform such acts as Seller may request to establish and maintain a valid security interest in the structure or structures.
Indemnification. Buyer shall indemnify, defend and hold harmless Seller from and against any and all losses, claims, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Seller as a result of any actual or threatened claim, action, investigation, proceeding or suit arising out of the acts or omissions of Buyer or third parties (including without limitation carriers), whether for negligence, failure to maintain the building or otherwise.
Warranty. For a period of one (1) year from the date of original shipment, Seller warrants that its products are free from defects in materials and workmanship. Seller’s warranty does not cover defects or damage caused by acts of God (including excessive wind loads or excessive snow loads), falling objects, accidents, salt water atmosphere, corrosive chemicals, fumes, ash, animal waste, or acts of Buyer, including, but not limited to failure to maintain the building. This warranty is given in place of any and all other warranties expressed or implied. SELLER GIVES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. Overhead doors are warranted solely by the manufacturer and Seller offers no additional warranty. Roof and wall panels should remain free of any foreign substances and should be cleaned on a regular basis to prevent staining or discoloration of panel finishes. Buyer is obligated to properly maintain the building once erected to ensure that no damage is caused by the accumulation of snow or ice.
Compliance with Laws. Buyer is responsible to determine and comply with applicable laws, rules and regulations (including, but not limited to zoning, building codes and permit requirements) where the building is to be erected. Seller shall not be liable for any damages or losses, whether direct or indirect, caused by Buyer’s failure to satisfy the requirements of this Section.
Taxes and Duties. Buyer shall be liable for all applicable sales taxes and duties owed with respect to the Purchased Goods. In the event that Seller must pay any amount to governmental authorities prior to delivery of the Purchased Goods, Buyer shall promptly pay the amount of such taxes to Seller upon demand regardless of whether this Contract is considered to be in interstate, intrastate, or international commerce.
Promotions. Buyer agrees that Seller may place signs identifying it as seller of the building during construction and, following completion of construction, Seller may use the project name, size, intended use and location in its general marketing and advertising materials. Buyer hereby grants a free, irrevocable and unconditional license to and for the benefit of Seller (including any party affiliated with Seller) to use use (i.e., to copy, transmit, distribute, and display) images of the Purchased Goods, by any means. This license will survive the delivery of the Purchased Goods.
Entire Agreement; Amendment. No understanding, promise or representation, and no waiver, alteration or modification of any of the provisions hereof shall be binding upon Seller unless consented to expressly in writing by an authorized representative of Seller. Buyer has not relied on any statements or representations of any party (including without limitation any of Seller’s sales representatives) that alters, adds to or differs from these terms or conditions and no such statement or representation shall be recognized or be binding upon Seller. Any and all provisions of Buyer’s purchase order or other documents that add to or differ from these terms and conditions are EXPRESSLY REJECTED. The failure of Seller to exercise any rights under this Contract, upon the default by Buyer or otherwise, shall not be a waiver of Seller’s subsequent ability to exercise that right. If any provision contained in this Contract (or application thereof to any person or circumstance) shall to any extent be held void or invalid by a court of competent jurisdiction, the remainder of this Contract (or the application of such provision to persons or circumstances other than those as to which it is held or invalid) shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law.
Assignment. Neither this Contract, nor Buyer’s rights and obligations hereunder, are assignable by Buyer without the prior written consent of the Seller. No such consent or assignment will release Buyer or change Buyer’s liability to perform all of its obligations under this Contract. Any attempted assignment without the prior written consent of Seller will be null and void.
Applicable Law; Venue. This Contract (and the performance thereof) shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and does not apply. The parties hereto expressly agree that if a court of competent jurisdiction deems any of the language contained herein to be vague or ambiguous, such language shall not be presumptively construed against either party but shall be construed so to give effect to the true intentions of the parties. This Contract has been executed in Broward County, Florida. Buyer irrevocably consents to the exclusive jurisdiction of the courts of Broward County, Florida for the purpose of enforcing this Contract.
Language. Under certain circumstances, Buyer may have referred to translated versions of these Terms and Conditions, including the Spanish translation available on this website. In the event of any actual inconsistency or apparent contradiction, the English version of these Terms and Conditions shall control.