UPDATED 6/19/2025
any duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority now in effect or hereafter enacted (“ Taxes ”) and applicable to the sale of Goods to Buyer, unless Buyer provides a tax exemption satisfactory to Seller. Such taxes shall be for the account of Buyer, and shall be paid by Buyer in addition to the prices quoted or invoiced either to Seller or to the appropriate government authority, as the law requires. Seller may, from time to time, provide recommendations to Buyer for Harmonized Tariff Schedule (HTS) coding. Any HTS recommendation provided by Seller is solely a recommendation based off the U.S. Customs and Border Protection Policy, and Buyer is solely responsible for the HTS submitted to importing countries and the local HTS designations and rulings. Buyer shall indemnify and hold Seller harmless from and against any and all penalties, fines, or other liabilities or charges associated with Buyer's HTS reporting and any failure to pay such Taxes as required hereunder.
STANDARD TERMS AND CONDITIONS OF SALE
The following standard terms and conditions (these “ Terms and Conditions ”) shall govern the sale by Construction Forms, Inc., or any of its subsidiaries, affiliates or unincorporated divisions (each individually a “ Seller ”) of the goods (“ Goods ”) to buyer (“ Buyer ”) , which Goods are identified in the document to which these Terms and Conditions are attached. The Contract Documents (as defined below), together with these Terms and Conditions, are referred to herein as, and upon acceptance by Buyer will constitute, the “ Agreement ”. 1. ACCEPTANCE; FORMATION OF CONTRACT. Any sales quotation, order confirmation, or similar document issued by Seller to Buyer and any purchase order, proposal, acknowledgment, similar document, or written acceptance by Buyer to Seller (each, a “ Contract Document ” and collectively the “ Contract Documents ”) shall constitute an offer by Seller to sell the Goods to Buyer (and not an acceptance of any offer to buy) subject to these Terms and Conditions. Buyer can only accept Seller’s offer to sell by accepting, unconditionally, the express terms of these Terms and Conditions. Issuance of a purchase order or similar Contract Document from Buyer to Seller for the Goods described in any Contract Document provided by Seller to Buyer shall be deemed an acceptance by Buyer on the terms and conditions set forth herein. Any proposal by Buyer for additional, different, or conflicting terms or any attempt by Buyer to vary in any degree any of the terms of these Terms and Conditions, whether through the issuance of a purchase order, e-mail exchange, or otherwise, is hereby expressly objected to and rejected by Seller. In such case, no contract is formed, and Seller’s offer to sell the Goods to Buyer is automatically withdrawn. 2. NO ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS. Buyer shall not propose any terms or conditions in its acceptance that change, to any extent, these Terms and Conditions. Accordingly, any additional, different, or conflicting terms set forth in Buyer’s purchase order, proposal, acknowledgment, similar document, or written acceptance that Buyer sends in response to the Contract Documents or these Terms and Conditions, or that Buyer has sent to Seller in connection with the Contract Documents or these Terms and Conditions, are hereby expressly rejected and are null and void. These Terms and Conditions constitute the complete and exclusive statement of the terms and conditions of the Agreement between Buyer and Seller, supersede any additional, different, or conflicting terms in Buyer's purchase order, proposal, acknowledgment, similar document, or written acceptance, and may be modified only by a written instrument executed by both parties. 3. TERM. The term of the Agreement shall commence at the time of Buyer’s acceptance of any Contract Document and shall continue until the Agreement has been fully performed by the parties. These Terms and Conditions shall continue to govern the relationship of the parties notwithstanding the expiration or termination of any Contract Document. 4. PRICE; TAXES; TARIFFS. The Goods covered by the Agreement shall be sold and invoiced at Seller’s prices and charges as agreed to in the Agreement or otherwise agreed to in writing by Seller and Buyer. Seller’s invoice for the prices of the Goods may include a charge for all federal, state, local, sales, use, gross receipts, gross income, manufacturer’s, occupation, excise or value added taxes, or
5.
PAYMENT TERMS; NO SETOFF.
A. Full payment shall be made within thirty (30) days after shipment, subject to approval by Seller’s credit department. An interest charge of one and one-half percent (1½%) per month shall be added to past due balances. B. If Buyer delays shipment for any reason, payment therefore shall become due as if shipment had been timely made and Seller reserves the right to demand such payment. C. Buyer shall not be entitled to deduct, counterclaim or set off against the price of such Goods or any other amount owing under the Agreement with respect to any claim or alleged claim Buyer may have arising out of the Agreement or any other transaction with Seller. D. Any remittances received by Seller’s bank or other depository of Seller in connection with the Agreement will be received by such bank or other depository solely as a clearing agency. Such receiving bank or depository has no authority to determine whether or not the amount remitted constitutes payment in full. Remittances marked to indicate “payment in full” or other similar expressions may be deposited by such bank or depository notwithstanding such markings, and such deposit shall not indicate Seller’s acceptance of the remittance as payment in full and shall not otherwise be treated as an election by, or an impairment of any of the rights of, Seller unless expressly agreed in writing by Seller. 6. CREDIT. Seller may, upon becoming insecure regarding Buyer’s performance of its payment obligations under the Agreement, limit or cancel the credit of Buyer in any manner, and as a consequence, may demand payment in cash before delivery of any unfilled portion of the Agreement, and may demand adequate assurance of Buyer’s due performance of the Agreement. Upon making any such demand, Seller may suspend its performance under the Agreement until Buyer has provided such assurance. If, within thirty (30) days from the date of such demand, Buyer fails to agree and comply with such different terms of payment, and/or fails to give such adequate assurance of due performance, Seller may, in its sole discretion, treat such failure or refusal as a repudiation by Buyer of the portion of the Agreement not then fully performed, whereupon Seller
1 | STANDARD TERMS AND CONDITIONS OF SALE
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