ADVANCED CONCRETE, INC. TERMS AND CONDITIONS OF SALE

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ADVANCED CONCRETE, INC.
TERMS AND CONDITIONS OF SALE

1.  ACCEPTANCE OF TERMS

All quotations, sales, deliveries, invoices, and services are subject to these Terms and Conditions of Sale. Acceptance of a quotation, issuance of a purchase order, release of materials, acceptance of delivery, use of materials, or payment of any invoice constitutes acceptance of these Terms and Conditions.

Any terms proposed by Purchaser that differ from these Terms are expressly rejected unless accepted in writing by an authorized officer of Advanced Concrete, Inc.

2.  QUOTATIONS AND PRICING

All quotations are based upon quantities, scope, schedule, sequencing, production assumptions, and project conditions represented at the time of bidding.

Unless otherwise stated, quotations are valid for thirty (30) days.

Quoted unit prices are contingent upon Purchaser purchasing substantially the quantities represented during the bidding process. If awarded quantities, purchased quantities, released quantities, project scope, project duration, sequencing, sourcing, or project conditions differ by five percent (5%) or more from those represented, Seller reserves the right to recalculate and adjust all applicable unit prices.

Revised unit prices may be applied retroactively to previously delivered and invoiced materials and prospectively to future deliveries. Purchaser agrees to pay any resulting adjustment.

Seller reserves the right to reprice work involving partial awards, split awards, multiple suppliers, reduced quantities, phased releases, schedule extensions, fragmented placements, project delays, project suspensions, or any material change affecting Seller's anticipated costs or efficiencies.

3.  PRICE ESCALATION

Prices are subject to adjustment for increases in cement, aggregates, supplementary cementitious materials, admixtures, fuel, freight, labor, taxes, tariffs, insurance, environmental compliance costs, governmental regulations, or other cost increases beyond Seller's control.

Unless specifically identified as fixed pricing in writing, quoted prices do not constitute fixed pricing beyond the current calendar year and may be subject to annual, seasonal, supplier, and market adjustments. Such adjustments may occur January 1, April 15, July 1, or at such other times as market conditions warrant.

4.  CREDIT AND PAYMENT

All sales are subject to credit approval.

Past due balances shall accrue finance charges at the maximum rate permitted by law.

Purchaser shall reimburse Seller for all collection costs, attorney fees, court costs, expert fees, and expenses incurred collecting unpaid amounts.

Seller may suspend deliveries, require advance payment, modify credit limits, or revoke pricing at any time.

5.  DELIVERY

Delivery times are estimates only and are not guaranteed.

Seller shall not be liable for delays caused by weather, traffic, equipment failure, labor shortages, material shortages, utility interruptions, governmental action, or circumstances beyond Seller's control.

Purchaser shall provide safe and adequate access for delivery equipment.

Seller may refuse delivery where site conditions are unsafe or unsuitable.

6.  SHORT LOADS, WAITING TIME, AND SPECIAL SERVICES

Loads under five (5) cubic yards may be subject to short-load charges.

Waiting time, standby time, returned concrete, rejected loads, canceled orders, washout services, after-hours deliveries, weekend deliveries, holiday deliveries, dedicated plant operation, special dispatching, and extraordinary service requirements shall be billed at Seller's current rates.

7.  TITLE AND RISK OF LOSS

Risk of loss transfers to Purchaser immediately upon discharge from Seller's delivery equipment.

Purchaser assumes all responsibility for placement, finishing, curing, protection, maintenance, and use of the materials.

8.  INSPECTION AND ACCEPTANCE

Purchaser shall inspect all materials upon delivery.

Placement, pumping, finishing, discharge, acceptance of delivery tickets, or use of materials shall constitute final acceptance.

No claim shall be permitted after placement unless Seller was provided a reasonable opportunity to inspect prior to placement.

9.  TESTING

Seller shall not be responsible for testing performed by others.

Purchaser shall provide Seller copies of all testing results upon request.

Seller shall not be bound by testing results unless proper testing procedures were followed.

10.  WARRANTIES

Seller warrants only that materials supplied substantially conform to applicable specifications identified in Seller's quotation.

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

11.  CONCRETE CHARACTERISTICS

Concrete is a natural product. Variations in color, texture, finish, cracking, crazing, shrinkage, curling, scaling, pop-outs, spalling, efflorescence, discoloration, surface checking, joint separation, and other aesthetic or performance-related conditions may occur and shall not constitute defects.

Seller does not control placement methods, finishing methods, curing practices, environmental conditions, subgrade preparation, drainage, reinforcement placement, deicing chemical use, maintenance practices, or workmanship and assumes no responsibility for resulting performance.

12.  LIMITATION OF LIABILITY

Seller shall not be liable for consequential, incidental, indirect, special, exemplary, punitive, delay, liquidated, lost profit, lost productivity, or business interruption damages.

Seller's maximum liability shall not exceed the purchase price of the material giving rise to the claim.

13.  CLAIMS

Written notice of any claim must be provided within seven (7) days of delivery.

Failure to provide timely written notice constitutes waiver of the claim.

14.  INDEMNIFICATION

Purchaser shall defend, indemnify, and hold Seller harmless from all claims, damages, losses, penalties, liabilities, and expenses arising from Purchaser's handling, placement, finishing, curing, use, maintenance, or modification of materials supplied.

15.  FORCE MAJEURE

Seller shall not be liable for delays or failures caused by weather, acts of God, labor disputes, transportation interruptions, supplier shortages, utility failures, governmental actions, civil unrest, pandemics, or other causes beyond Seller's reasonable control.

16.  GOVERNING LAW

These Terms shall be governed by the laws of the State of Wisconsin.

Any legal action shall be brought exclusively in Dane County, Wisconsin.

17.  ENTIRE AGREEMENT

These Terms, together with Seller's quotation, delivery ticket, and invoice, constitute the entire agreement between the parties and supersede all prior discussions or agreements.