Terms and Conditions of Sale
Forms+Surfaces, Inc / Terms and Conditions of Sale
1) ACCEPTANCE Forms+Surfaces Inc’s (F+S) offer to sell product(s) and/or provide services to Buyer is expressly conditioned upon Buyer's acceptance of these terms and conditions. Any of the following constitutes Buyer's unqualified acceptance of these terms and conditions: (i) written acknowledgement of these terms and conditions; (ii) issuance or assignment of a purchase order for the product(s) or services, (iii) acceptance of any shipment or delivery of product(s) or provision of services, (iv) payment for any of the product(s); or (v) any other act or expression of acceptance by Buyer. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON BUYER'S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER UNLESS EXPRESSLY AGREED TO IN WRITING BY FORMS+SURFACES.
2) PRICES TAXES AND PAYMENT Because of the custom made-to-order nature of F+S products, unless otherwise specified in writing by F+S, a deposit shall be required at the time of order placement. Payment terms shall be per Forms+Surfaces Sales Order Acknowledgement. Forms+Surfaces, at its’ sole discretion, may modify Credit Terms at any time prior to shipment and invoicing of goods. In the event terms are offered by F+S, then under such terms payment in full shall be made within net thirty (30) days from the date of invoice, unless other credit arrangements are approved in writing prior to the invoice date. F+S will invoice each product upon assignment to the carrier at point of shipment. Credit cards may be accepted at the sole discretion of F+S. Credit Card Payments of $5,000.00 or more are subject to a processing fee of up to 3% of transaction total. Interest shall accrue on any unpaid balance commencing on the due date, at a monthly interest rate of 1.5%.
No retainage clauses or allowances are allowed or accepted.
Buyer shall be responsible for Forms+Surfaces cost of collection including Attorney's fees in the event of non-payment. Any tax, duty, custom or other fee of any nature imposed upon this transaction not outlined herein shall be paid by Buyer in addition to the price quoted or invoiced. In the event Forms+Surfaces is required to prepay any such tax, Buyer will fully reimburse Forms+Surfaces for such tax prepayment.
Any fees incurred by F+S associated with customer-initiated or otherwise required construction management software or billing services will be charged back to customer on invoice.
Order pricing will be based on final scope of supply as reflected on Buyer-signed final Approval Drawings when applicable, or final F+S Order Acknowledgment incorporating all known requirements. In the event that the final F+S Approval Drawings differ from the final F+S Order Acknowledgement, a request for change order will be submitted and must be approved via change order prior to any release of product to manufacturing.
If Buyer or the Project for which goods or services are being provided is tax exempt, a current, valid copy of a Resale Certificate or Certificate of Sales Tax Exemption Form, specifically naming the Buyer as the exempt entity in the jurisdiction to where goods are to be delivered or possessed by Buyer or their assigns, must be provided with Buyer’s purchase order for F+S to remove Sales Tax, or provided prior to order completion and invoicing at the latest.
Submission of a valid Resale Certificate or Sales Tax Exemption Form after order invoicing does not relieve Buyer of duty to pay Sales Tax as invoiced, and Buyer can only be relieved of duty to pay Sales Tax at the sole discretion of F+S.
Sales Tax is determined by the jurisdiction corresponding to the physical location where ordered products or services are to be delivered, or where Buyer (or their assigns) otherwise take delivery or possession of product. F+S will only collect the specific Sales Taxes in jurisdictions where F+S is legally obligated to do so. Any additional Sales, Use or other taxes for which F+S does not have nexus to collect are the responsibility of Buyer. Actual amount of Sales Tax invoiced is subject to Sales Tax rates in effect at time of invoicing for all taxable items invoiced regardless of any prior Quotations or Order Acknowledgments issued by F+S.
3) SCOPE OF SUPPLY Information contained on F+S Quotations, Orders and Invoices reflect our understanding of the product requirements based on the information (or lack thereof) provided to us from Buyer or their assigns. Buyer is responsible for confirming quantities, sizes, finishes and conformity with any relevant plans and specifications. Pricing is subject to F+S review of the final scope of work and may be subject to change should the scope of work change subsequent to Quotation, Order Acknowledgment or Invoicing, and this consideration supersedes any Purchase Order amount issued by Buyer. These considerations are also independent of any prior F+S specification efforts, drawings, renderings or engineering details that may have previously been issued by F+S or otherwise obtained by Buyer or any other third party. Pricing assumes fabrication in accordance with F+S standard or recommended manufacturing methods.
Pricing includes initial set of drawings supplied after receipt of deposit and first revision (if required).Additional drawing revisions may be subject to a charge of $200.00 per hour. PLEASE PROVIDE AS ACCURATE AND CONFIRMED INFORMATION AS POSSIBLE FOR INITIAL DRAFTING PURPOSES. Changes to order details received after approval and release to manufacturing are subject to change order fees and any applicable lead times are subject to reset at the time changes are re-approved by customer and when order can be re-released to manufacturing. Verification of actual quantities, dimensions and material requirements are the sole responsibility of Buyer. All material will be manufactured per final F+S Approval Drawings signature-approved by Buyer, when applicable. In the event of any discrepancies between signed F+S Approval Drawings and any other documents, the signed F+S Approval Drawings are the determining documents followed in precedence by the most recent F+S Order Acknowledgment.
4) LEAD TIMES Typical Lead Times are as follows:
APPROVAL DRAWINGS / SAMPLES:2-3 Weeks after receipt of Deposit & F+S Order Acknowledgement signature-approved by Buyer.
FABRICATION: 8-10 Weeks after receipt of F+S Approval Drawings signature-approved by Buyer, and any required Approval Samples and Field Dimensions, as applicable.
TOTAL ESTIMATED LEAD TIME: 10-13 Weeks from receipt of Deposit and final F+S Approvals as detailed above and with no known changes pending. Above lead times are typical for an average order involving standard F+S products. Due to the inherently unique nature of various scopes of supply and variations in production schedules and loading, lead times cannot be guaranteed. For larger scopes of supply, F+S shall be entitled to deliver the products in installments when circumstances support such consideration, and in coordination with Buyer.
Approval Drawing / Sample lead time will commence upon receipt by F+S of required Deposit, F+S Order Acknowledgement signature-approved by Buyer and any required Field Dimensions as applicable. Fabrication lead time will commence upon receipt of final F+S Approval Drawings signature-approved by Buyer and any required Approval Samples.
F+S reserves the right to ship orders early at our discretion unless otherwise instructed in writing by Buyer prior to order approval and release to manufacturing. F+S is a build-to-order manufacturer and is not amenable to storing completed orders on behalf of Buyers. Additional storage and handling fees may be charged for any order that by Buyer request or disposition (including issues of non-payment) cannot physically ship upon completion.
Expediting Requests will be evaluated on a per order basis and may require additional fees. Due to variations in production schedules and demand, expedited ship dates are not guaranteed. Expediting Fees are non-refundable, payment due upon receipt of invoice.
F+S does not assume liability for delays in order completion caused by third-party material providers when non-F+S custom finish materials are incorporated into our products by specification or Buyer request.
4) CANCELLATIONS Cancelled or otherwise abandoned orders for which order-specific engineering, drafting and/or other administrative costs have been incurred are subject to cancellation fees at the sole discretion of F+S. Generally, cancellation fees will not be assessed for orders cancelled or abandoned prior to generation of initial Approval Drawings or other demonstrable administrative activity on behalf of F+S. In the event of order cancellation, and at the sole discretion of F+S and regardless as to the status of any Purchase Order or other contractual formalities issued by Buyer, cancelled or otherwise abandoned orders may be subject to a charge of up to 75% of the order value. Because of the made-to-order nature of F+S products, cancellations are not accepted after final Order Approval for release to manufacturing and production lead time has begun. All cancellation requests must be submitted to F+S in writing.
5) EXCLUSIONS Any Products, Services or Ancillary Items not specifically documented or otherwise referenced on Quotations, Sales Order Acknowledgments or Approval Drawings (where applicable) are not included in the scope of supply from F+S. Pricing does not include field dimension survey or confirmation. Unless specifically noted otherwise in writing, any required field dimensions or surveys are the responsibility of the Buyer. Unless indicated otherwise in writing prior to manufacture, where field dimensions are a prerequisite to accurate manufacturing products will be manufactured to Buyer-supplied field dimensions. F+S makes no allowance for field dimensions nor does F+S accept responsibility of the accuracy of any third-party work which may impact or otherwise have a bearing on F+S’s scope of supply.
Price does not include Installation unless specifically noted otherwise on the F+S Quotation and Sales Order confirming documents. Buyer or their assigns shall be responsible for establishing all proper checkpoints and measurements necessary for the intended use of the product. Buyer or their assigns shall furnish all equipment & labor required for unloading, unpacking, placing and installing each product in the desired location. F+S will not be liable for any damages caused by Buyer’s failure to fulfill these responsibilities.
Pricing does not include Engineering Review, Calculations or Professional Engineer Stamp, unless stated otherwise on F+S Quotation or subsequent Order Acknowledgment.
6) DELIVERY AND SHIPMENT F.O.B. Origin. Unless instructed in writing prior to date of order completion, F+S will ship orders to the “SHIP TO” address clearly indicated in the top right corner of the most current F+S Order Acknowledgment. F+S assumes no liability for re-consignment, missed delivery, re-delivery or any other extraneous fees or costs required to deliver cargo as long as F+S correctly consigns cargo to the “SHIP TO” address clearly indicated on the most current F+S Order Acknowledgment.
If no carrier is specified by Buyer at time of order placement, F+S will select one of our default carriers and will ship via standard ground service FOB Origin / Freight Prepaid and Charged. Orders of foreign destination will ship via the specifics detailed on F+S Quotation or subsequent Order Acknowledgment.
Packaging, Handling and Freight charges are billed as shown on Order Acknowledgment and Invoice. Buyer agrees to pay these charges in full unless alternate arrangements are made in writing in advance of order shipment. F+S assumes no liability for the services of any freight carrier, including actual time in transit.Freight charges, including expedited freight services, are separate and in addition to any Expediting Fees charged for improved manufacturing lead times.
If Buyer dictates their own carrier, order will ship Will Call, FOB Origin / Freight Collect and F+S will charge Packaging and Handling fees only as shown on Order Acknowledgment and Invoice. Buyer agrees to pay these charges in full unless alternate arrangements are made in writing in advance of order shipment.
Any special shipping or handling instructions and requests for expedited freight services must be confirmed in writing to F+S prior to completion, shipment and invoicing of order. Unless F+S terms indicate otherwise on the most recent Order Acknowledgment issued, Buyer is responsible for all Packaging, Handling and Freight charges as billed.
Buyer or their assigns are responsible for offloading all materials from the carrier, and this may require a forklift, pallet jack or other specialized equipment, tools and appropriate manpower. Unpacking, assembly and installation are the responsibility of Buyer or their assigns. All deliveries are curbside if no loading dock is available at delivery site.
F+S shipping crates and packing methodologies are designed for shipping purposes. F+S does not assume liability under warranty for any damage or deformation of material stored in original packaging for extended periods of time (longer than ten [10] days from delivery) or for any damage due to exposure to the elements.
Any loss in transit or shipping damage is Buyer's responsibility to report to and reconcile with the carrier. At time of delivery and prior to signing any delivery receipt, shipping crates must be carefully inspected (including underside of crates). ANY VISIBLE DAMAGE TO CRATING MUST BE NOTED ON DELIVERY RECEIPT PRIOR TO SIGNING and contents should be inspected immediately for damage. Any damage to crating or contents should be documented via digital images and immediately reported to the carrier or F+S, and all crating and packaging should be retained for potential future inspection. Claims for concealed damage must be made directly to the carrier or F+S in writing within five (5) days from delivery. F+S is not responsible for concealed damage. Claims for short shipment / missing items must be made to F+S in writing not later than five (5) days from delivery.
Delivery time shown on face of Order Acknowledgment is an estimate. F+S is not be liable for any loss or damages to buyer or other third-parties due to delays or non-delivery regardless as to cause.
7) WARRANTY AND LIMITATION OF LIABLITY Forms+Surfaces warrants that its products will meet their applicable published specifications when used in accordance with their applicable instructions and the governing specifications, and to be free from defects in materials or workmanship for a period of three (3) years, and one (1) year for all electrical components and assemblies, from invoice of the products. This warranty does not extend to any product which has been subjected to misuse, neglect, or used in violation of instructions or specifications. It is the responsibility of the Buyer to verify that all local and national specifications, codes and regulations are being satisfied in the use of F+S products.
FORMS+SURFACES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS WARRANTY OF MERCHANTABILITY OR FITNESS FOR THE USE OR APPLICABILITY OF ITS PRODUCT FOR ANY PARTICULAR PURPOSE OR THE CONSEQUENTIAL DAMAGES RESULTANT FROM INSTALLATION OF ITS PRODUCT WILL BE ASSUMED. In the event of a breach of the product warranty, Forms+Surfaces sole obligation shall be to replace the product for breach of quality criteria without the cost of removal, replacement, or related costs; FOB the point of destination to which the original product was supplied. The warranty applies only to the Buyer of the product and the owner of the structure to which it was installed provided adequate proof of purchase is furnished.
Buyer assumes all risk and liability for loss, damage or injury to persons or to property of Buyer or others arising out of the presence or use of the products or Forms+Surfaces’ provision of services. Except as expressly provided otherwise herein, Forms+Surfaces shall not indemnify nor be liable to Buyer, Buyer’s customers, successors, or to any person or entity for any claims, damages or losses arising out of the sale or use of products or the provision of services, where liability is premised upon any theory including, but not limited to, warranty, negligence or strict liability. Buyer is responsible for determining that product fits its usage. Forms+Surfaces accepts no responsibility to buyer or third party for system design and/or application except to the extent that system design is an inherent part of and contained within a standard F+S product offering.
FORMS+SURFACES SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, LOSS OF REVENUE OR PROFITS, OR ANY LIABILITY OF BUYER TO A THIRD PARTY. THE TOTAL LIABILITY OF FORMS+SURFACES UNDER THESE TERMS AND CONDITIONS OF SALE SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES INVOLVED. All claims, regardless as to their nature, must be submitted in writing to F+S within three (3) years, and one (1) year for electrical components or assemblies, from date of invoice.
Should any failure to conform to this warranty appear within three (3) years, and one (1) year for electrical components or assemblies, after the date of invoice, Forms+Surfaces shall, upon notification thereof and substantiation that the products have been handled and applied in accordance with Forms+Surfaces’ standards, correct such defects by suitable repair or replacement without charge, at a Forms+Surfaces facility or at the location of the products (at election of Forms+Surfaces). However, if Forms+Surfaces determines repair or replacement is not commercially practical, Forms+Surfaces shall issue a credit in favor of buyer in an amount not to exceed the purchase price of the products. This warranty is exclusive and is in lieu of any implied warranty of merchantability, fitness for a particular purpose or other warranty of quality, whether express of implied, except the warranty of title and against patent infringement. No waiver, alteration, additions or modifications of the foregoing conditions shall be valid unless made in writing and manually signed by an officer of Forms + Surfaces.
In the event third-party finish materials are incorporated into Forms+Surfaces’ products by specification or Buyer request, F+S warranty coverage applies to these materials only to the extent the manufacturer or supplier of the third-party materials provides warranty coverage to F+S.Under no circumstances does F+S warranty coverage exceed the warranty coverage provided by the manufacturer or supplier of the third-party, non-F+S custom finish materials.
Forms+Surfaces warranty provisions apply only to products that have been paid in full. Forms+Surfaces does not accept charges or expenses for modification, removal, temporary products, inspection or installation of goods for whatever reason. No Back Charges are accepted. F+S assumes no liability, responsibility or acceptance of any claims for monetary compensation whatsoever from Buyer or other third-parties without prior written notice to F+S detailing the claim for such liability and without prior acceptance in writing from an authorized F+S employee.
8. PROVIDED GRAPHICS AND ARTWORK Buyer shall verify they have full rights to any and all provided copyright artwork, images, and patterns applied to Forms+Surfaces products and shall indemnify Forms+Surfaces of any liability related to any copyright infringements should they arise. Forms+Surfaces requires Adobe Illustrator files containing Vector art at full size or Adobe Photoshop file containing Raster art at full size (300 DPI) to provide the best quality product.
9. TECHNICAL ADVICE Forms+Surfaces may, at Buyer's request, furnish technical assistance, advice and information with respect to F+S products and applications. It is expressly agreed, however, that Forms+Surfaces is under no obligation to provide such technical assistance or information. To the extent that such technical assistance or information is provided to Buyer, the disclaimers and limitations of liability contained herein shall be applicable.
10. AGENTS / AGENCY No agent, employee or other representative has the right to modify or expand Forms+Surfaces standard warranty applicable to the products or services to make any representations as to the products other than those set forth in Forms+Surfaces product literature and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of this sales contract.
11. TYPOGRAPHICAL ERRORS Stenographical, clerical or computer errors on the face of any Forms+Surfaces invoice shall be subject to correction by Forms+Surfaces.
12. EQUAL EMPLOYMENT OPPORTUNITY Forms+Surfaces is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, sexual orientation, age, veteran or handicapped status.
13. MODIFICATION, WAIVER OF BREACH This contract may be modified and any breach hereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought. The waiver by either party at any time to require performance by the other of any provision of these Terms and Conditions shall not operate as a waiver of such provision at any other time.
14. GOVERNING LAW This contract shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of Phoenix, Arizona, USA.
15. FORCE MAJEURE Neither party hereto shall be in default in the performance of its obligations hereunder (other than its’ obligation to make any payment of money hereunder), or be liable in damages or otherwise for any failure or delay in performance that is due to causes beyond its reasonable control. Either party affected by such an event shall promptly give notice to the other, stating the nature of the event, its’ anticipated duration and action being taken to avoid or minimize its’ effect. Neither party hereto shall be required to grant any demand or request to bring to an end any strike or other concerted act of workmen. If, at Buyer’s request or for any reason for which Buyer is responsible, the production or shipment of products is delayed, Forms+Surfaces may immediately invoice Buyer for the products produced, and costs and expenses incurred up to the time of the delay.
16. PUBLICITY Any marketing, promotion or other publicity material, whether written or in electronic form, that refers to Forms+Surfaces, its’ affiliates, their products, or to these Terms and Conditions of Sale must be approved by Forms+Surfaces in writing prior to its’ use or release.
17. PROPRIETARY RIGHTS Forms+Surfaces, or its’ affiliates, is the owner of certain proprietary brand names, trademarks, trade names, logos, copyrighted material and other Intellectual Property. Except as otherwise expressly permitted by Forms+Surfaces, no use of Forms+Surfaces or its’ affiliates’ brand names, trademarks, trade names, logos, copyrighted material or other intellectual property is permitted, nor the adoption, use or registration of any words, phrases or symbols so nearly resembling any of Forms+Surfaces or its’ affiliates’ brand names, trademarks, trade names, logos, copyrighted materials or other intellectual property as to be likely to lead to confusion or uncertainty, or to impair or infringe the same in any manner, or to imply any endorsement by Forms+Surfaces of another entity’s products or services. Forms+Surfaces reserves the right to photograph the works it produces in situ when such works are located in publicly accessible spaces.
18. SEVERABILITY If any provision of these terms and conditions is held illegal, invalid, inapplicable or unenforceable, such provision shall be deemed severed from these terms and conditions, the remainder of which shall remain in full force and effect.
19. ENTIRE AGREEMENT These Terms and Conditions of Sale, and those present on any Forms+Surfaces Quotation or Order Acknowledgment to the extent they do not countermand and are equal or additive to these specific Terms and Conditions of Sale, shall constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the sale of Forms+Surfaces products and the provision of Forms+Surfaces services, and supersede all prior and contemporaneous understandings or agreements of the parties.
Rev: 06 20 24. Offices Worldwide | © 2024 Forms+Surfaces® Terms and conditions of sale are subject to change without notice.