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When you make the decision to purchase a steel building for your home, farm, business or property, you’re choosing the most flexible, durable and versatile construction solution on the planet. But while arguably the hardest decision is out of your way, you still have an opportunity to hit a few speed bumps throughout the process.

So, your next choice hinges on from whom you choose to buy.

Back to the choices, right? Now you need to settle on a steel building broker or a steel building manufacturer. So how do you know if a company is a broker or a manufacturer? You ask them!

Very simply put, buying direct from the manufacturer means you will receive the best price possible, with additional opportunities at savings down the road. As you can guess, Armstrong Steel is a manufacturer of steel buildings. Armstrong Steel is not a broker of steel buildings.

Brokers might refer to themselves as a “contract manufacturer,” but they don’t actually manufacture anything! They are simply in the business of outsourcing. Brokers don’t employ personnel to design, engineer and fabricate a pre-engineered steel building. Instead, the main function of a broker is to take your desired dimensions and shop them around to manufacturers. Think of it like this – Brokers are only working as ‘middle-men’ who want to sell you the cheapest building. They are essentially mediators between contractors, manufacturers, companies, and the customer. But you want windows, maybe a roll-up door, an awning or a canopy. You want to put your individual flair into every bit of the design process Brokers are rarely concerned by anything beyond finding the cheapest structure, and outsource the engineering and design to others.

Buying directly from a manufacturer allows you to have direct control of everything, like adding your own accessories and controlling your own costs. When you buy a steel building from Armstrong Steel, you will communicate directly with your project manager, who is working with estimators and engineers in-house instead of overseas. Armstrong experts are looking at ways to save you money by getting you the safest and best quality steel building in the industry. We’ll manufacture it in our very own state-of-the-art manufacturing facility, too. No middle man required! Brokers might not be able to offer the same services.

So how does the Direct Buy process work? Once you place your order you’ll begin working with your project manager. Start the customization process by red lining your building. Make any changes now! Choose your accessories, like doors, windows, gutters and insulation too. Now it’s Armstrong’s turn to get to work. We’ll make the design and you get to approve it. We’ll get you your drawings and everything necessary to submit for permits if you’re going that route. During this time, you’ll work on your site, foundations, and other aspects of your project while waiting for your permits.

After this process, you’ll get scheduled for delivery. Our logistics personnel will contact you and give you a window for when your building materials will be delivered. Once we get closer to the window, we’ll give you a hard and fast date, so you’ll be able to schedule a forklift or cherry picker to unload the building once it arrives to your job site.

Buying direct does not mean you must erect your building yourself. However, many customers choose to do so because steel buildings are extremely easy to erect. They don’t call them ‘giant erector sets for adults’ for nothing! The holes line up and every piece bolts together. It’s really that easy. But since we understand construction projects may not be your forte, you can always hire a general contractor for building erection and other aspects of your project. You’ll also most likely need a local foundation engineer to lay concrete. If you do want to hire a professional erector, search the Internet for the ways to pick the best contractors with the best reputations. You can search The Better Business Bureau for BBB Accredited businesses and contractors in your area.

Buying direct also does not mean you’ll get everything you want for one all included price. But that’s a good thing! While that sounds like a great idea for a car, it’s not good practice for a steel building project. When you shop for a car and get an all-included price, it means that Bluetooth, power locks, air conditioning, and all the extras are lumped into the price. You don’t bat an eye. Why is that? Those accessories are what’s expected and common in new cars, and usually don’t significantly increase the price. But ‘all-included’ in the steel building industry is a little different, and here’s why. Steel building accessories can be expensive, and steel building brokers and contractors selling turnkey buildings know it. You want to be able to select your own doors, windows, gutters and other add-ons, and have a say in what goes on your building. If you let someone pick these accessories out for you, you might be in for extra markups that you didn’t even know existed. Don’t let a building salesman pick out your doors and windows for you! How do you know if they’re just putting the cheapest window or door in the building without letting you know how much it costs? Manage these certain aspects on your own so you can have better control over costs, and get exactly what you want.

Whether you’re a tried and true do-it-yourselfer, or plan to let someone do the work for you, buying direct lets you get a building directly from the manufacturer for the best price. Click here if you’re ready to get started!

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For first time builders, there might not be a more meaningful word than “budget” when it comes to your construction project. Whether your budget is a hard number or a fluid boundary, you’ll find a steel building project to be extremely affordable. Still, regardless of what you’re purchasing, there are always opportunities for cost saving techniques.

Every steel building budget is different. Some builders are looking for a custom workshop while others are interested in a large commercial building. The goal is always to get the most ‘bang for your buck,’ and a steel building can provide some of the most savings in a construction project, compared to other traditional building materials. In fact, steel buildings are usually half the total cost of constructions with wood or brick, and they can be erected in half the time. That’s a huge advantage for do-it-yourselfers.

When you’re starting your research, it’s important to look at your overall finances and understand what they’ll go towards. In a typical steel building project, you’ll need to include a budget for the actual building itself, accessories like doors, windows and gutters, a foundation or concrete slab, and construction. Many builders opt to erect the building themselves, therefore saving thousands on construction and labor costs!

First, take a look at the building dimensions you want, and cross reference with the dimensions you’re allowed to have on your property. It’s essential to check on your easements, setbacks and distances from other buildings, and you can get that information from your local planning department. Pro tip: Be flexible with your design! If you’re open to different dimensions, there might be opportunities for additional savings! After you have all the applicable information from your building authority, including your building address and elevations, you’re ready to talk to a steel building supplier.

When preparing your budget, think about your project as a whole. Many first time builders only think about the money they’ll spend or save at the time of purchase, and not for the entire project. You’re buying a structure – a formidable combination of durability, versatility and aesthetics – that’s engineered to last for decades. The prospect of saving a few thousand dollars on a cheap building isn’t worth it if those savings evaporate on the back end of a project, or a few years down the road. When parts are missing, or pre-punched holes don’t line up, you could incur delays or massive repair bills during erection. Cheap buildings are, often times, a trap that first time builders routinely fall into. There isn’t an easier, safer or more cost effective way than getting your building directly from the factory. Trust your project to professionals who are dedicated to getting it done right the first time.

When you decide to purchase a pre-engineered steel building, lock in your order. This is another huge cost saving tip! Steel prices are always on the rise because of supply and demand, China’s appetite for steel, globalization of the commodity and several other economic factors. But you have the opportunity to shelter yourself from the volatile steel market. Unfortunately, due to current market conditions, you cannot lock in a steel price

When you choose a reputable steel building supplier, look for one with an in-house engineering and design team. First, you’ll save some of your budget that could have gone to an architect to design your building. Most of the time, an engineer at your steel building supplier is likely all you’ll need to devise drawings for your projects. Architects are extremely talented individuals, but complex lines on paper can really start to add up. An in-house engineer also works directly with project managers and other designers, instead of having to communicate with an engineering firm overseas.

Another budget saving procedure would be to select your own accessories yourself, instead of opting for an ‘all-included’ package. This is one of the defining features of the Direct Buy process. By customizing your steel building to your exact specifications, you’ll be able to choose which doors, windows, gutters, downspouts or skylights go into your building. You’ll be able to manage your budget directly by selecting those accessories directly from our catalog. If you choose an all-included package, you’re leaving yourself open to unseen markups, or worse, you risk purchasing low quality accessories.

More factors that can influence your budget are the weather, your specific site location, costs for land grading or soil composition and actual structural intricacies. The steel building itself is priced by weight, so the heavier and more involved the building is, the more expensive it will be. If you want a custom exterior finish, make sure to include it into your budget as well.

Most important: make sure you know what is included in your purchase. There are many different companies that sell different products in the steel building industry, and not every company is created equal. There are generally two different types of steel building suppliers. Do you know the difference between a steel building broker and a steel building manufacturer? Brokers are just expensive middlemen who are simply in the business of outsourcing. Brokers usually don’t employ personnel to design, engineer and fabricate a pre-engineered steel building. Instead, the main function of a broker is to take your desired dimensions and shop them around to manufacturers – and aren’t concerned with who provides the building. Manufacturers actually engineer and design the product they fabricate. Pay attention to your quote, ask if the company uses American steel and if they make their own product, or if it’s outsourced from another company.

Why wouldn’t you choose steel for your next construction project? It’s versatile, it isn’t difficult to erect, it requires little maintenance over its entire lifetime, it can be assembled in days or weeks rather than months – and it’s less than half the cost of traditionally built buildings. Get more out of your steel building budget.

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For the past decade, the steel industry has undergone many transformations, and in effect it’s changed the way the construction industry views steel buildings. While the steel itself has been around for hundreds of years, designers and owners of metal buildings are seeing many increased benefits. Because of streamlined processes at manufacturers, energy saving paints and coatings, insulated panels and much more innovation, steel buildings are much more cost efficient for consumers. In fact, a steel building is generally half the cost when compared to traditional constructions methods, and can be erected in half the time.

But how much does a steel building cost? Anyone who has ever priced a building online or worked in construction has likely noticed price fluctuations from one building to the next. But there is no such thing as a standard steel building pricing list. We wish it were as easy as publishing some kind of list for people to view, but pre-engineered steel buildings are much more complicated than a tuff shed or a lumber package from your local hardware store. Actual cost is dependent on several other important factors.

Location and design

A steel building is an engineered structure, and it is specifically designed for the end user’s exact location. This isn’t merely an educated guess. It’s an exact science. There are snow loads, wind loads and seismic factors unique to every job site, which in turn affects how the building is engineered and fabricated. For instance, a building in Southern California will need to be engineered for the seismic activity along the San Andreas fault line, as well as Pacific Ocean trade winds from the northeast. Plus, California has much stricter regulations when it comes to seismic activity and designs. Engineers take this information, and calculate the building based on weight. The same is done for a building meant to go in Vermont. New England winters can be harsh on any structures, but those same engineers will determine the correct snow loads for the building. Even though both those buildings might look similar or have comparable dimensions, they will cost differently.

A steel building is completely customizable, and can come in every shape and size you can imagine. The bigger they are, or more complex, translates to more money. If more steel for reinforcement is needed, naturally you’ll see a rise in cost. However, the larger your building, the more cost-effective it is, especially compared to pole barns. Based on price per square foot, steel buildings, especially those with large spans, are almost always less expensive than any other clear span construction method.

Supply and demand

Not unlike oil and gas, steel is also a marketplace commodity. Its price is affected and determined by supply and demand. Simply put, steel prices are lower if the supply is high and the demand for it is lower. By the same rules, prices increase when supply is lower and the demand is high. It’s a simple principle I’m sure everyone grasps. The market can be volatile and changes almost daily, and now steel prices are constantly on the rise.

Armstrong Steel offers some protection from the steel market. By placing a small engineering payment, you secure your steel price for a term of 90 days. You’ll receive drawings and begin working on your project with a dedicated project manager, and when prices rise, you’ll be sheltered from the increase in the commodity.

Buying from a broker or a steel building manufacturer

Another factor that can be a huge difference in cost is who is responsible for fabricating and delivering your steel building. Are you looking at purchasing from a broker or a manufacturer? Brokers are purely expensive middlemen who don’t actually manufacturer anything other than a contract. They are simply in the business of outsourcing and will take your desired dimensions, shop them around or bid them out to actual manufacturers. They might only be concerned with getting the cheapest building on the market, arranging the purchase for you, and outsourcing the engineering and design to others. Steel building manufacturers, like Armstrong Steel, are able to engineer and fabricate a steel building to your exact specifications with no middleman necessary. Armstrong Steel is not a broker. You’ll work directly with the factory and you have more control over the quality of your building, as well as the accessories you choose to add. Sure, ‘all-included’ sounds nice, but do you know what is going into your building? Do you know about the quality of the steel or where it comes from? What about doors and windows? Are you able to calculate the actual costs on your add-ons, or were you given a choice as to what was supplementary? Don’t let any company include those accessories, because that’s where the markup is hidden. Control your costs and your budget by picking exactly what you’d like to add and knowing the price before hand. You can make those choices with a manufacturer.

Who is erecting the steel building?

Steel buildings are pre-cut, pre-welded and come with bolt together connections for easy assembly. Wooden pole barns usually come to your job site as raw lumber and must be cut and put together after delivery. Even if you’re a first time builder, you can erect a steel building yourself. Many of our builders elect to spare the expense of a contractor by putting together themselves.

If you do decide to turn over the erection of your building to a local contractor, make sure do to your research. There are a lot of resources on the Internet, and it’s easy to find a guide, like a do’s and don’ts of hiring the right contractor for your specific project. Best practices include asking around your local area for referrals or searching the Better Business Bureau’s list of accredited contractors and erectors.

Take all these factors in account when you begin your steel building project. Click here when you’re ready to get started!

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What is the first step of a steel building project, or any construction project for that matter? After you decide to add a new garage, agricultural or commercial building to your property, you’ll most likely start contacting steel building manufacturers for steel building quotes. From there, you can create a timeline for yourself and develop a realistic budget for your project.

Getting a quote from a steel building supplier is relatively easy. However, you’ll want to do your research first. Are you getting a quote from a steel building broker or a steel building manufacturer? What is the difference between the two? Brokers typically are called “contract manufacturers” because they don’t actually manufacture their own product. A broker will take your dimensions and shop them around to different building manufacturers. For instance, if you contact broker A, B, or C for a quote, those companies will turn around to manufacturer 1, 2, and 3 and request a building price. Brokers are simply expensive middlemen between you and the manufacturer – but you don’t get to pick the manufacturer! You’re stuck with the decisions, the quality, the price and the craftsmanship the broker chooses for you. Why not speak to a manufacturer first and cut out the expense of a middleman? In addition, you’ll get to deal directly with the manufacturer, so you know exactly who is fabricating your building, and the specifications and quality to which it is made.

The next step is to fill out a form online, or give your steel building supplier a call. It’s recommended that you know your building dimensions, or have a good idea about what you’d like to build – even a rough square footage estimation– before you contact your supplier. Also take the time to contact your local building authority. Your county, municipality or possibly even homeowner’s association will have knowledge of building guidelines and rules of your area. Understanding of these zoning regulations will also help you understand what you can build on your property.

I wish it was easy as publishing a list of building prices for people who are curious about costs, but pre-engineered buildings are much more complicated than a tuff shed or a lumber package at your local hardware store. There are no set prices like you’d be accustomed to seeing at Home Depot. There are snow loads, wind loads and seismic factors unique to ever job site, which in turn affects how the buildings are engineered and fabricated. For that reason, we ask that you speak with a building consultant.

Next, your steel building consultant will provide you with an accurate quote based on the information you provided. That’s why you’ll be asked for an address, zip code and county information early in the process. Again, all pre-engineered steel buildings are engineered for your specific area, elevations and loads and codes. Think about it this way: Look at two identical 40×60 buildings, one designed for Los Angeles, CA and one designed for Miami, FL. While both buildings might have matching appearances, they are extremely different in the way they were designed and engineered. The Los Angeles building will be engineered for the appropriate seismic codes of Southern California, and the Miami building will need to be designed to resist the heavy winds of the Florida coast. In the steel building industry, prices are determined by location, design, weight and current supply and demand, and several other factors.

When you receive a spec sheet from any company, your first instinct is to look directly at the price. That’s natural. Your second instinct should be to look and see what is included in your purchase. Review it carefully. I realize you’re looking out for yourself, and that might mean getting multiple quotes. Remember, not all steel buildings are created equal. Sure, your quotes might have different prices – but ask yourself first why the quotes are different. Are the columns painted with gray oxide or are they cheap red iron? Is the secondary framing galvanized? Is a 50-year structural warranty offered? Will a U.S. manufacturer fabricate your building? Is one product genuinely better than the others? These choices matter! Your spec sheet or quote will describe exactly what you’re buying. A better quality building might require a slightly greater investment upfront, but does the prospect of saving money upfront really matter if you’re forced to spend more over the product’s lifetime?

So how to you identify a cheap building? While a poor quality building might not be as evident on paper, there are a few details you should stick out. First, consider the source. Brokers who work, buy from or are owned by overseas companies might use Chinese steel in its products, which is almost always inferior to American steel. Chinese, or any foreign steel, isn’t subjected to the rigorous testing and quality assurance protocols as American steel, and often contains additives, which often compromise the integrity of the product. Secondly, pay attention to the details. Again, see what type of warranty is offered. Usually, cheap buildings have shorter warranties for a few reasons. If you’re not buying a building from a manufacturer, your broker or contractor can’t pass along a warranty for a building they didn’t manufacture. Product warranties are pretty good indications of how that product is expected to perform. A shorter warranty doesn’t speak to the faith a company has in its steel building. Armstrong Steel buildings have a 50-year structural warranty.

If you decide to take advantage of the factory Direct Buy process, your next step is to lock in your order. Due to the current market conditions, you cannot lock in your steel price. Your engineering payment serves a variety of functions. It freezes the price of steel for your project for a period of 90 days. If steel prices rise, you’re protected for that time frame. Rising prices are fairly typical in the industry, but a chance to protect your purchase from unseen or unpredictable price hikes isn’t standard of every manufacturer.

Lastly, when determining your costs, look and see who gets involved in your steel building project. You generally don’t need an architect to draw blueprints because engineers and designers from your steel building supplier can provide them. Save yourself the added expense. Plus, project managers at steel building manufacturers offer their assistance at no extra cost. They’ll help you source components and provide you with an estimate for your costs on accessories, like steel building doors, windows and insulation. Check your quote to see if the building comes with an erector as well. Armstrong Steel buildings are bolt-up buildings and come precut, pre-welded and numbered for easy erection. Steel building materials are ready to be erected as soon as they arrive on the job site, so quite often, first time builders choose to erect the building themselves and save a great deal of money on labor costs. In addition, steel buildings go up in days or weeks, not months like other forms of traditional construction. If you can eliminate several unnecessary expenditures, why wouldn’t you?

Finish your budget by estimating costs for land grading (if necessary), accessories, foundations and permits. Each project will have different costs based on your unique requirements.

Estimating your costs correctly is the key to defining a realistic budget. Your steel building quote contains the information you need to begin. Ready to get started? Contact a building expert today!

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Terms & Conditions

Last modified: June 27, 2014 (view archived versions)

This Contract shall become a binding contract upon its acceptance in writing by an authorized representative of Seller (“Contract”) and thereafter cannot be canceled or modified by Buyer under any circumstances without Buyer first reaching an agreement in writing with Seller covering all of Seller’s damages and/or remedies as set forth in this Contract.

(A) Buyer will make an up‐front payment to Seller for the preparation of preliminary and final engineered building drawings (“building drawings”). The building drawing payment made by Buyer to Seller is non‐refundable. As part of the purchase process and as noted on the purchase order, the Buyer may receive an “approval order”, a “fabrication order” or a “permit order”:

(i) Approval Order: Seller shall send Buyer a PDF copy, via electronic mail, of engineered and detailed approval plans (11” x 17” hard copies are available via USPS and have a standard $30.00 fee per set, larger 24” x 36” copies are also available for $55.00 per set). These plans are not for permit or construction; instead they are provided so the Buyer can review, approve or modify the building design. These plans are generally provided to the Buyer via email within 5 - 10 business days of the contract date. More complex buildings require more time. “Approval Acceptance” forms are sent with the approval drawings for Buyer approval and execution. Seller allows up to two revisions of the approval drawings. Any further revisions will be billed at Seller’s regular hourly rate of $350.00 per hour. After Buyer has approved the approval drawings, Seller will prepare “permit drawings” with project state certified engineer sealed, signed and dated drawings. Buyer will receive three 11” x 17” original sets via USPS (additional original sets are available for $85.00 per set, 24” x 36” drawings are also available at $165.00 per each set). Permit drawings are used for the permitting process and come with a “fabrication release” form for Buyer’s execution and release of the building into hard fabrication. Once the “fabrication release” is executed by Buyer, fabrication of the building may begin and the building cannot be modified without costly re‐design and fabrication fees being incurred by Buyer. For any permit drawing revisions requested by Buyer, Buyer must pay Seller its regular hourly rate of $350.00 per hour for engineering, detailing and drafting services, plus $85.00 for each original set of the redesigned plans. Additionally, except for California orders where it is already included in the “building drawing” payment, Buyer may request to have Seller prepare Engineer Stamped Structural Calculations. Structural Calculations are not part of the drawings package (except in California) and have a minimum charge of $750.00 for three sets. Complex buildings and Buyers requiring more than three sets of structural calculation will incur additional charges.

(ii) Fabrication Order: Purchase orders marked “fabrication order” will not follow the approval process as noted above and preliminary drawings that accompany the purchase order are to be considered final. Once the purchase order is executed, Seller shall prepare project state certified engineer sealed, signed and dated “permit drawings” which will be sent via USPS to the customer. These drawings are final and any mark-ups, reviews or revisions necessary will be billed at Seller’s regular hourly rate of $350.00 per hour plus any printing and mailing charges. Buyer will be responsible to Seller for the cost of any produced materials to be discarded or recycled. Once “permit drawings” have been sent to Buyer, Seller shall begin the fabrication process and schedule delivery as outlined in paragraph four below. Fabrication orders are subject to a minimum engineering and drawing payment of 50% of the purchase price.

(iii) Permit Order: In limited circumstances, Seller may also send Buyer a Purchase order marked “permit order.” Permit orders are typically prepared for Buyers who need engineered drawings to start the county, state or municipality approval process. Permit orders are also supplied for Buyers who want to receive building drawings on high complexity projects that require engineering for proper cost calculation and quotation. Permit orders do not require the Buyer to take delivery of the building and the contract shall be considered completed by Seller once it supplies Buyer with engineer stamped drawings. Permit orders also have the approval process as described for approval/fabrication orders before sealed drawings are sent.

(B) Seller may demand, and Buyer shall pay, additional amounts up to the Total Purchase Price, if: (i) Seller becomes insecure about Buyer’s willingness, intent or ability to perform Buyer’s financial or other obligations hereunder; (ii) Seller deems Buyer’s credit to be impaired; or (iii) Buyer threatens to breach or rescind this Contract. Buyer’s failure to tender such additional amount as required by Seller shall constitute a Breach of this Contract and entitle Seller to all damages identified in Paragraph 5. In addition, upon Buyer’s Breach, Seller shall have the right to retain all payments made by Buyer (including amounts above the building drawing payment), and such retention shall not impair any other remedies available to Seller under this Contract or at law or equity.

Seller has the right to modify or substitute for the design of the building or substitute manufacturer equivalent products, so long as the new design and/or equivalent products continue to meet the specifications in this Contract for width, length, eave height and wind and snow loads, and Buyer agrees that Seller has the right to make such modifications or substitutions under this Contract. Specifications for buildings, components, materials and goods and the warranties may differ from those appearing in Seller’s brochures, advertisements, communications and websites, including, www.armstrongsteelbuildings.com, www.armstrongbuildings.com, www.armstrongsteelbuilding.com, and www.armstrongsteel.com, due to supply, demand and availability of materials and goods. Preliminary Drawings that have been sent along with this purchase order are for overall building design only. Seller reserves the right and Buyer accepts that modifications to the structure can and will be made including but not limited to girt and purlin depth, girt and purlin type, girt and purlin spacing, haunch clearances, inside rafter and column depth, anchor bolt patterns, overall building weight, member type, and/or color selections. After execution of the contract, Seller will send Buyer Preliminary/Approval Drawings as described in paragraph two (2), Buyer must approve the building, or modify the building, and return the Preliminary/Approval Drawings to Seller within fourteen (14) days of receipt of same from Seller, along with any forms also sent by Seller such as questionnaires, address verification form, and erector referral contract. Upon receipt by Seller of the approved or modified layout, Seller shall notify Buyer of any additional costs incurred as a result of Buyer's additions or changes to the drawings provided by Seller. Seller shall prepare supplemental detailed approval drawings needed due to Buyer’s changes upon payment of any additional costs anticipated to accommodate Buyer’s requested design changes. Further, if the approved/modified drawings and any other forms as described above are not received by Seller in fourteen (14) days, Buyer will forfeit any and all discounts applied to Buyer's Contract. Further, Buyer understands and agrees that the building described on this Contract may be subject to a fabrication deposit at time of request for delivery and Buyer agrees to pay same upon request. This fabrication deposit will be deducted from the final total price of the invoice and will in no way affect the total building price. Further, in the event of a Breach by Buyer, Buyer irrevocably gives Seller right to act as Buyer's attorney‐in‐fact to sell building to any third party at a price to be determined by Seller.

(A) Buyer, upon being notified that the goods are ready for shipment, shall receive and accept delivery of the goods within seven (7) calendar days of such notification. If the Buyer fails or refuses to accept delivery of the goods within said seven (7) day period, and make payment in accordance with the terms of this Contract, then Buyer will be in Breach of the Contract and Seller shall be entitled to recover all damages as provided in Paragraph 5 of the Contract. Unless otherwise specified, shipments are FOB to the “Shipping Address” on the face of the Contract. Title of goods and all risk of loss shall pass to Buyer upon Seller’s tender of delivery of the goods to Buyer at the Delivery Destination. Buyer shall bear risk of loss as soon as the truck bearing the building or other goods arrives at the Delivery Destination and thus all risk of loss during the period of unloading, including personal injury, or any other liability, is upon the Buyer. Buyer is solely responsible for unloading and for having the necessary equipment and labor to unload the building and the goods from the delivery truck, including a forklift. Buyer shall pay the driver the full balance due COD by bank cashiers or certified check before unloading commences. All delivery, fuel, handling and freight charges, whether stated as a separate item on the face hereof or included in the building cost, are subject to adjustment and increase at the time the building and goods ordered hereunder are ready for shipment based on any increase in Seller’s costs, charges or changes in Seller’s delivery policy. All increases in delivery, handling and freight costs shall be paid in full by Buyer to Seller prior to shipment of the building and goods ordered hereunder not specified on the face hereof and for all demurrage and special shipping charges if the job‐site cannot spotting, switching, drayage, demurrage or other transportation charges unless agreed to in writing prior to delivery. Buyer may also specify and use a designated freight carrier at Buyer’s cost, be accessed by an eighty (80) foot long semi‐truck (cab and flatbed). Seller shall not be responsible. Buyer shall be responsible for any and all transportation, handling and storage charges that are for but in the absence of such specification, goods will be shipped by the method and carrier chosen by Seller. Notwithstanding anything to the contrary herein, if Buyer takes delivery at the factory or if Buyer specifies the carrier for shipment, then delivery shall be FOB from the factory and Buyer shall bear the risk of loss after the ordered goods are delivered to the carrier for shipment. Unless otherwise indicated on the face of this Contract, all shipment is via CONSOLIDATED or COMMUNITY FREIGHT not “private freight” via dedicated trucking and Buyer’s products will not be shipped alone, but will be shipped with those of other Buyers, if any. Seller shall not be responsible or liable for any shortages in or damages to materials or goods that are caused by any third party delivery service (including a trucking service), whether or not such delivery service is hired by Seller. In any such case, any claim of Buyer shall be made solely against the delivery service. Notwithstanding the foregoing, title of goods under this Contract shall, at Seller’s sole option, revert to Seller, if any payment by or for Buyer is not made in accordance with this Contract, if any check provided by or for Buyer is dishonored or is otherwise unable to be cashed by Seller or if any wire transfer or credit card payment or any portion thereof made by or for Buyer to Seller is reversed or is not fully paid to Seller. If any payment hereunder is made by Buyer by credit card, Buyer by its signature on the face hereof authorizes Seller to charge the credit card for all amounts due hereunder.

(B) Buyer agrees that any delivery dates stated by Seller shall be estimates only, may be subject to change by Seller without notice, and are based, among other things, on manufacturing and delivery schedules and Seller’s prompt receipt from Buyer of all information and documents Seller needs to supply the goods ordered. Seller will use reasonable efforts to meet the indicated delivery dates but Seller is not responsible or liable for its failure to do so. Seller shall not under any circumstances be liable to Buyer for any actual, special, punitive, incidental, consequential, direct or indirect damages of any kind whatsoever incurred by Buyer, which are caused by any delay(s) in delivery or performance hereunder by Seller, without regard to the cause of any such delay or failure(s), and the Buyer specifically waives and promises not to assert any claims for damages against Seller arising therefrom. Seller shall not under any circumstances be liable to Buyer or to any third party for damages due to delay, default, or failure to perform by Seller hereunder, including but not limited to, delays, defaults or performance failures beyond Seller’s control, such as acts of God; acts of Buyer; acts of civil or military authority; fires; strikes or other labor disturbances; floods; disasters; epidemics, wars; terrorism; riots; disturbances; delays in transportation; accidents; and inability to obtain the necessary labor, materials, components; or acts by manufacturing facilities. Buyer agrees and understands that market steel, other commodity and raw material prices are volatile and may increase and may require a Change Order to reflect such increases at Buyer’s cost. Therefore, Buyer is subject to any price increases between the date of the Contract and delivery of the goods. (“Force Majeure”).

(C) Seller will attempt to make complete delivery, but Buyer agrees that the Seller may, in its discretion, make partial shipments of the order with the COD amounts being adjusted proportionally by shipment. Notwithstanding the preceding sentence, the full amount of the balance shown on the face hereof must be paid by Buyer at time of time of delivery of the building or structure, even though items obtained from third party vendors, such as but not limited to, overhead doors, sliding doors, roll up doors, insulation, skylights, mezzanines, bar joists, decking and windows (hereinafter “Special Products”) have not yet been delivered. Buyer specifically agrees that Seller is not responsible or liable for timeliness of delivery of Special Products or for the suitability of Special Products for any particular use.

(D) "Consolidated", "Consol Incl" or "Consol Included" listed on the front of the contract under FREIGHT is valid ONLY on approval/production orders that are released within sixty (60) days of original order. Orders that are not released for fabrication and delivery to the Buyer within sixty (60) days of the fully executed contract (“contract date”) will not qualify for consolidated freight and regular freight rates will apply unless a consolidated load can be found. Consolidated and regular freight rates will be applied to the building contract price when freight can be calculated. This is usually calculated once the project has been released into fabrication and Seller has a final weight and shipping manifesto available. Buyer shall also be responsible for all fuel surcharges, which may increase freight and estimated freight costs by 25% or more. Seller also offers deeply discounted contract prices to it’s direct Buyers. The Metal Building and/or components must be released from fabrication for delivery to the Buyer within sixty (60) Days of contract date, and must be delivered to the Buyer within ninety (90) days of the contract date, for these discount prices to remain in effect. Orders that are not delivered within ninety (90) days and have not been released for fabrication within sixty (60) Days will be subject to the building list price plus any cost increases incurred by Seller due to intervening increases in the price of steel or other commodities.

All goods purchased under this contract are “specially ordered” goods. Buyer agrees that, in the event Buyer attempts to rescind or cancel this Contract or in the case of a breach, repudiation or default by Buyer hereunder (collectively, a “Breach”), Seller’s full damages will be difficult to measure and, therefore, Seller must take all necessary actions and/or pursue all remedies to safeguard Seller’s position including, but not limited to, placing liens on the property (land and other structures existing on the land) that the building has been or will be placed upon and/or the property designated as the “shipping address” specified by Buyer on the Contract. Seller and Buyer agree that, in the event of a Breach by Buyer, Seller is entitled to recover the following liquidated damages from Buyer: (i) 35% of the Total Purchase Price if Buyer’s Breach occurs prior to Seller’s submission of the building order for fabrication; and (ii) 100% of the Total Purchase Price, plus all shipping, return freight, procurement charges, handling and storage costs, if Buyer’s Breach occurs after Seller has submitted the building order for fabrication. A Breach entitling Seller to the liquidated damages provided herein includes, but is not limited to, Buyer’s: failure or refusal to cooperate with Seller in scheduling delivery of the goods; failure or refusal to accept delivery or Seller’s scheduled delivery date; placing the order on hold for more than seven (7) days; failure to respond to communications from Seller for a period of thirty (30) days; failure to finalize and/or approve fabrication or change order documentation within thirty (30) days of receipt of such documentation from Seller; failure to make any payment when due and in the manner required hereunder; attempted, threatened or actual cancellation or rescission of this Contract; and anticipatory repudiation or repudiation of this Contract. If the price of the building has been increased by the manufacturer after the Buyer has caused a delay, this Contract will be deemed to have been amended to include all price increases caused by such delay and Buyer’s obligations hereunder will be increased to reflect such price increases. Buyer agrees that the amount of liquidated damages specified herein is not a penalty and constitutes an actual good faith reasonable estimate of the actual damages that Seller likely will incur due to a Breach by Buyer. As an alternative to recovering liquidated damages from Buyer, or in the event the liquidated damages clause is found to be unenforceable for any reason, Seller may, in its sole discretion, elect to recover from Buyer the costs or damages Seller has incurred by reason of the Breach (such as increased manufacturing, delivery or storage costs). Buyer agrees that, in the event of a Breach by Buyer, all damages shall be immediately due and payable to Seller. In the event that Buyer Breaches this Contract, and Seller utilizes an attorney to enforce or defend any of the provisions of the Contract, Buyer shall pay to Seller, Seller’s attorneys’ fees and costs to the maximum extent allowed by law.

All goods purchased by Buyer hereunder shall be deemed fully accepted by Buyer upon acceptance of delivery. All claims for shortages of bulk packages or bundles as compared to the bill of lading or for alleged damages or defects caused by shipment of the goods shall be deemed waived unless any such claims are noted in writing on the driver’s copy of the bill of lading at the time of delivery. All claims for alleged damages to and shortages of goods within concealed containers (i.e. parts inside boxes or crates) shall be reported in writing to Seller within thirty (30) days of the date of delivery or the claims are waived. All claims for undelivered Special Products must be reported in writing to Seller within forty-five (45) days of the date of delivery of the building or structure or the claims are waived. All written notices shall state with particularity each and every alleged damage, defect, shortage and/or undelivered good or Special Product claimed by Buyer.

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 goods, pay for the same without set‐off against or reduction in any amount payable hereunder, and make a claim under Seller’s or a third party’s warranty, as may be applicable. Buyer’s sole and exclusive remedy against Seller in lieu of all other remedies available to Buyer shall be pursuant to this Section 7 and Sections 8, 9, and 10 below.

THE SOLE AND EXCLUSIVE REMEDY TO AND THE SOLE AND EXCLUSIVE DAMAGES OF BUYER FOR ANY SHORTAGES OR DEFECTS IN THE GOODS SHALL, AT SELLER’S SOLE ELECTION, BE LIMITED TO ONE OF THE FOLLOWING: (1) SELLER’S FURNISHING REPLACEMENT PARTS; HOWEVER, SELLER SHALL NOT BE REQUIRED TO INCUR COSTS FOR: A) DISMANTLING ORIGINAL PARTS OR THE INSTALLATION OF REPLACEMENT PARTS, B), FIXING OR REPLACING WORK OR PARTS OF ANY THIRD PARTY’, OR C) LABOR CHARGES OR OTHER COSTS INCURRED IN CONNECTION THEREWITH; (2) SELLER’S REPAIR OF DEFECTIVE GOODS, WHICH DOES NOT INCLUDE THE REMOVAL, UNCOVERING OR RESTORATION OF ANY THIRD PARTY’S WORK TO EFFECTUATE THE REPAIR, AND SELLER SHALL ONLY BE LIABLE FOR REPAIRS THAT ARE AUTHORIZED IN WRITING BY SELLER PRIOR TO THE REPAIR WORK BEING COMMENCED; OR (3) SELLER’S PROVISION OF A CREDIT TO THE BUYER BASED ON SELLER’S DETERMINATION OF SELLER’S COST OF REPLACING SHORTED OR DEFECTIVE GOODS. BUYER’S REMEDIES HEREUNDER SHALL BE IN LIEU OF ALL OTHER REMEDIES AT LAW OR EQUITY. BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER RIGHTS, CLAIMS AND REMEDIES AGAINST SELLER NOT EXPRESSLY PROVIDED FOR IN THIS CONTRACT OR THE WARRANTY DOCUMENTS. BUYER AGREES TO DEFEND, INDEMNIFY AND TO HOLD SELLER HARMLESS FROM ANY AND ALL LOSS, COSTS, CLAIMS, SUITS, DAMAGES AND ATTORNEYS’ FEES ARISING FROM ANY ALLEGED OR REAL INJURY (INCLUDING PERSONAL INJURY) TO ANY PERSON OR PROPERTY THAT ARISES OUT OF WORK PERFORMED OR MATERIALS SUPPLIED HEREUNDER OR ANY OTHER CLAIM OR SUIT ARISING OUT OF THIS CONTRACT.

Subject to the terms, conditions, limitations and exclusions contained herein, Seller provides a thirty‐five (35) year roof panel rust perforation warranty, a forty (40) year wall panel rust perforation warranty, and a one (1) year warranty that the building or structure purchased by Buyer is substantially free from material defects in materials and workmanship. These warranties commence on the date of shipment from the factory (collectively, Seller’s Limited Warranties”). SELLER'S LIMITED WARRANTIES DO NOT COVER ANY DEFECTS OR DAMAGE CAUSED BY OR RESULTING FROM: EARTHQUAKES, TORNADOES, TEMPESTS, FLOODING, HURRICANES, LANDSLIDES, FIRES, LIGHTNING AND OTHER ACTS OF GOD (INCLUDING EXCESSIVE WIND LOADS AND SNOW LOADS AND SEISMIC CONDITIONS); FALLING OBJECTS; ACCIDENTS; VANDALISM; AGGRESSIVE ATMOSPHERIC CONDITIONS (INCLUDING BUT NOT LIMITED TO SALT WATER, CORROSIVE CHEMICALS, FUMES, ASH, ANIMAL WASTE, OR HUMIDITY); LONG TERM CHANGES IN WEATHER; IMPROPER ERECTION, INSTALLATION, OR STORAGE PROCEDURES; MOISTURE ENTRAPPED IN OR ON STORED BUNDLED COMPONENTS; STORAGE OR INSTALLATION OF PANELS, SHEETING, PURLINS, GIRTS, OR MAIN FRAMES IN A MANNER ALLOWING STANDING WATER, MOISTURE OR OTHER SUBSTANCES TO REMAIN BETWEEN, ON, OR OVER THESE COMPONENTS; DETERIORATION CAUSED BY ANY CORROSIVE OR ANY CONDENSATE OF ANY HARMFUL SUBSTANCE; CASCADING WATER ON COMPONENTS OR STANDING WATER ON COMPONENTS IN A NON VERTICAL APPLICATION; STORAGE OF BUNDLED COMPONENTS IN CONDITIONS OF HUMIDITY, HIGH HEAT, OR EXTREME COLD; DEFECTS OR FAILURE IN THE FOUNDATION; UNAUTHORIZED MODIFICATIONS TO OR IMPROPER ERECTION OF THE ROOF, PANELS OR BUILDING; HANGING OR PLACING ANY OBJECT OR ANY WEIGHT ON THE ROOF OR BUILDING; LOADING CONDITIONS IN EXCESS OF THOSE SPECIFIED FOR THE BUILDING; PRODUCT MISUSE, ABUSE OR NEGLECT; IMPROPER MAINTENANCE; MODIFICATION OF FLASHINGS, ROOF PENETRATIONS OR ACCESSORY DETAILS; NORMAL WEAR AND TEAR, REGARDLESS OF CAUSE; AND ANY DEFECT OR DAMAGE CAUSED OR CONTRIBUTED BY BUYER OR THIRD PARTIES. BUILDING COMPONENTS ARE INTENDED TO BE ERECTED UPON DELIVERY AND NOT TO BE STORED IN ORDER TO PREVENT DETERIORATION. SELLER’S LIMITED WARRANTIES EXCLUDES ALL DAMAGE AND DETERIORATION TO COMPONENTS OF THE STEEL BUILDING RESULTING FROM EXPOSURE TO THE ELEMENTS AND SURROUNDING ENVIRONMENT, INCLUDING HUMIDITY, RAINFALL, STANDING WATER, HIGH HEAT AND EXTREME COLD, IF ERECTION OF THE STEEL BUILDING DOES NOT OCCUR WITHIN THIRTY(30) DAYS OF THE DELIVERY DATE. EXCEPT AS PROVIDED HEREIN, ALL DOORS, WINDOWS, INSULATION, OTHER SPECIAL PRODUCTS, EQUIPMENT, CRANES, FASTENERS (STAINLESS STEEL AND OTHERWISE) AND BUILDING PAINT AND COATING ON THE SIDEWALL PANELS AND ROOF PANELS ARE NOT WARRANTED BY SELLER AND ARE WARRANTED SOLELY AND TO THE EXTENT PROVIDED BY THE STEEL MILL(S), COATING APPLICATOR(S), MANUFACTURER(S) AND VENDOR(S), SUBJECT TO THE TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS OF THEIR RESPECTIVE WARRANTIES. SELLER WILL PASS THROUGH TO BUYER ANY AVAILABLE WARRANTY GIVEN BY STEEL MILLS, COATING APPLICATORS, MANUFACTURERS OR VENDORS TO THE EXTENT SUCH WARRANTY IS ASSIGNABLE OR MAY BE PASSED THROUGH OR TRANSFERRED TO BUYER, SUBJECT TO ALL TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS THEREOF. SELLER MAKES NO REPRESENTATION OR COVENANT AS TO WHETHER OR THE EXTENT TO WHICH ANY SUCH WARRANTY MAY BE PASSED THROUGH, ASSIGNED, OR TRANSFERRED TO BUYER. THE TERMS OF A THIRD PARTY’S LIMITED WARRANTY ARE SUBJECT TO CHANGE AND SELLER IS NOT RESPONSIBLE FOR ANY CHANGES THAT OCCUR IN A THIRD PARTY’S WARRANTY. COPIES OF THIRD PARTY WARRANTIES ARE AVAILABLE UPON WRITTEN REQUEST TO SELLER. FOR BUILDING PAINT WARRANTY, BUYER MUST REQUEST TO HAVE WARRANTY DOCUMENTS DRAFTED AND SIGNED BY SELLER. THIS DOCUMENT DOES NOT PROVIDE FOR PAINT OR FINSIH WARRANTY. PRIMER COATINGS ARE NOT WARRANTED AT ALL AND ARE ONLY MEANT TO PROTECT FRAMING MEMBERS DURING THE PROCESS OF CONSTRUCTION AND DELIVERY AND FOR NO OTHER PURPOSE. THERE IS NO WARRANTY ON THE BUILDING FOR WEATHER TIGHTNESS OR AGAINST WATER OR AIR INFILTRATION FROM ROOF OR SIDE WALL PANELS OR ANY OTHER COMPONENTS OF THE BUILDING AND THE BUILDING IS NOT WARRANTED FOR WEATHER TIGHTNESS IN ANY REGARD OR RESPECT. BUILDING COMPONENTS THAT ARE NOT PURCHASED FROM SELLER AS A PRE‐ENGINEERED BUILDING PACKAGE ARE EXCLUDED FROM SELLER’S LIMITED WARRANTIES AND NO WARRANTIES ARE PROVIDED ON ANY SUCH COMPONENTS. SELLER’S LIMITED WARRANTIES ARE VOID AND ARE NO LONGER IN EFFECT (A) IF THE BUILDING OR OTHER GOODS ORDERED FROM SELLER ARE MOVED FROM OR NOT ERECTED AT THE ERECTION LOCATION ON THE FACE HEREOF; (B) IF THE GOODS ORDERED, INCLUDING THE BUILDING, ARE RE‐SOLD BY BUYER OR OWNERSHIP IS TRANSFERRED TO A THIRD PARTY; (C) TO THE EXTENT THAT THE GOODS ORDERED, INCLUDING THE BUILDING OR ANY COMPONENTS SUPPLIED BY SELLER ARE MODIFIED BY BUYER, OR ANY THIRD PARTY WITHOUT SELLER'S PRIOR WRITTEN CONSENT; OR (D) IF BUYER OR ITS BUILDING ERECTOR FAILS TO FOLLOW THE SPECIFICATIONS AND INSTRUCTIONS CONTAINED IN THE CONSTRUCTION DRAWINGS AND ERECTION MANUALS AND GUIDES SUPPLIED TO BUYER. SPECIFIC NOTES AND DETAILS SHOWN ON CONSTRUCTION DRAWINGS TAKE PRECEDENCE OVER THE BUILDING ERECTION MANUALS AND GUIDES SUPPLIED. IF THE BUILDING PURCHASED HEREIN INCLUDES A STANDING SEAM ROOF SELLER’S LIMITED WARRANTIES WILL BE VOID UNLESS (A) THE ENTIRE BUILDING IS ERECTED BY A PERSON CERTIFIED BY THE BUILDING MANUFACTURER AS TRAINED AND QUALIFIED TO ERECT THE STANDING SEAM ROOF PURCHASED BY BUYER; AND (B) BUYER LEASES OR PURCHASES AT BUYER’S OWN COST AND EXPENSE FROM AN EQUIPMENT VENDOR OR LESSOR APPROVED BY THE BUILDING MANUFACTURER, THE CORRECT SEAMING EQUIPMENT REQUIRED FOR INSTALLATION OF THE SPECIFIC STANDING SEAM ROOF PURCHASED BY BUYER AND SUCH EQUIPMENT IS USED IN THE INSTALLATION OF THE STANDING SEAM ROOF. UNLESS SPECIFICALLY STATED IN A SEPARATE ADDENDUM EXECUTED BY BUYER AND SELLER, SELLER MAKES NO COVENANTS, REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE BUILDING OR ANY COMPONENTS OR MATERIALS THEREOF ARE ELIGIBLE OR WILL MEET APPLICABLE CRITERIA FOR POINTS FOR LEED® CERTIFICATION. BUYER IS RESPONSIBLE FOR ORDERING BUILDING COMPONENTS THAT ARE FIT FOR WHATEVER PURPOSES BUYER MAY HAVE FOR THE BUILDING AND THAT BUYER INTENDS TO ERECT FROM THE COMPONENTS. ADDITIONAL TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS ARE CONTAINED IN SELLER’S WARRANTY DOCUMENT AND ARE INCORPORATED HEREIN BY THIS REFERENCE. BUYER SHALL COOPERATE FULLY WITH SELLER IN THE EVENT OF A WARRANTY CLAIM ON GOODS ORDERED INCLUDING ALLOWING INSPECTIONS ON THE ERECTION LOCATION. SELLER’S LIMITED WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.

All claims under Seller’s Limited Warranty (Section 9) must be in writing and made or initiated during the warranty period. Written notice of all warranty claims shall also be given during the warranty period to Seller’s President. In order to be valid, the written notice must state with particularity each and every alleged claim and defect being asserted. All warranty claims not made or initiated or for which written notice has not been given during the warranty period are waived and barred and Buyer shall have no remedy on account of any such claim.

SELLER SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, COSTS, LOSS OF PROFITS, LOSS OF USE, OR LOSS OF REVENUE CAUSED, IN WHOLE OR IN PART, BY THE PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION CONTAINED IN THIS CONTRACT, BREACH OF THIS CONTRACT, NEGLIGENCE IN THE COURSE OF SUCH PERFORMANCE, OR OTHERWISE RESULTING IN ANY MANNER FROM PROVISION OF THE GOODS OR SERVICES HEREUNDER., REGARDLESS OF WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY. SELLER SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, EXPENSE OR DAMAGE CAUSED IN WHOLE OR IN PART, OR ARISING OUT OF, THE ACTS OR OMISSIONS OF BUYER OR THIRD PARTIES (INCLUDING WITHOUT LIMITATION CARRIERS) WHETHER BY NEGLIGENCE, FAILURE TO MAINTAIN THE BUILDING OR OTHERWISE.

Buyer is solely responsible for investigating and ascertaining all zoning by‐laws, rules, regulations and ordinances and all building codes and building permit requirements applicable in and to the area or territory where the building or structure purchased hereunder is to be erected (“Building Laws”) in order to ensure compliance with all applicable Building Laws. Buyer is solely responsible for designing a building or structure that will fit Buyer’s particular needs from the components offered for sale by Seller and that complies with all applicable Building Laws and for providing Seller with the specifications therefore. All building specifications set forth on the face hereof have been provided to Seller by Buyer based on Buyer’s own due diligence, judgment and determination as to Buyer’s erection location, expected use and occupancy requirements, and all applicable Building Laws. Buyer agrees that the materials, goods and specifications described herein are in all respects the materials, goods and specifications required by Buyer, and Buyer accepts sole responsibility for correcting any nonconformity between the materials, goods and specifications stated herein and in Change Orders and the materials, goods and specifications required by Buyer and the Building Laws. Seller shall not be liable for any damages or losses, of any kind or nature, whether actual, incidental, special, punitive, consequential or direct or indirect, sustained due to the building’s non‐compliance with such Building Laws or Buyer’s particular requirements. The building or structure ordered is suitable only for the erection location on the face hereof. Seller shall not be liable to Buyer for any costs, fees and charges of any nature whatsoever incurred in Buyer’s design, manufacture or installation of any building slabs, foundations and/or footings or otherwise incurred by Buyer in connection with construction of the structure or building. Specifications designated by Buyer include: (a) building or structure dimensions (width, length, eave height and roof pitch and roof type), (b) the location and size of manufacturer cut openings, (c) sidewall sheeting color, (d) roof coating (Galvalume or colored roof panels), (e) trim color, (f) wind, snow (ground and roof), live and collateral loads, deflections and seismic coefficients, (g) snow and wind exposure, and (h) all components of the building or structure ordered and accessories therefore, including Special Products. Buyer is responsible for making all payments to obtain and for obtaining all required building permits and for any other authorization needed to erect or construct the building or structure, including supplying at Buyer’s own cost any drawings, plans or information required to obtain building permits or any authorization needed for construction. Seller shall not be liable for design deficiencies set forth in specifications or drawings provided by Buyer or any other party, and correction of same shall be at Buyer’s expense. Unless otherwise indicated on the face, Buyer agrees to install roof and wall insulation in, and to continuously heat, the building.

Buyer shall pay all applicable sales taxes on the Total Purchase Price; it is expressly understood that if the rate of any applicable taxes is changed by the taxing authorities, Buyer shall pay in full the taxes set forth by those authorities. Buyer shall promptly pay the amount of such taxes to Seller upon demand regardless of whether the Contract is considered to be in interstate or intrastate commerce; Buyer shall indemnify and hold Seller harmless against any sales tax liability assessed against Seller.

Building size and all other dimensions are approximate and intended to identify standard sizes sold by the Seller. Except when specifically indicated, all dimensions are exterior dimensions. No warranty or representation is given by the Seller as to exact dimension, as the same will vary based upon concrete base and other factors. In particular, all vertical measurements are taken from the elevation at the base of the steel columns of the building shown in the drawings, and do not take into account differing elevations for the building that may result due to finished concrete floor or other floor elevations. Identification of gauge is subject to permissible industry variations and is intended to identify general gauge designations by steel producers.

Upon request, Seller may supply the name(s) of: potential manufacturers or vendors to supply additional components; contractors to install concrete, to erect the building or to install building components, or to perform other work pertaining to construction of the building; engineers to design a foundation for the building; and engineers or architects for performance of other work related to construction of the building. Seller has not investigated such persons and the provision of name(s) does not constitute a representation or recommendation regarding their skill or competence. It is important that Buyer conduct and rely solely on its own investigation in selecting a manufacturer, vendor, contractor, engineer or architect. Buyer acknowledges and agrees that Seller is not an agent, employee, or representative of and is not responsible or liable for the acts or omissions of manufacturers, vendors, contractors, engineers or architects.

Structural design of the building or structure ordered is based on the interaction of all its component parts. Failure to make adequate provision for excessive stresses or instability occurring from whatever cause during construction is the sole risk of the Buyer. Seller makes no representation as to the adequacy of the loads ordered by Buyer; Seller only warrants that the loads for the building and components delivered will be as ordered by Buyer. Buyer is solely responsible for ascertaining that the loads and factors for the building and components ordered are adequate for the intended erection location, use and occupancy of the building or structure and that no loads other than those specified shall be imposed thereon. If this Contract is for parts or less than a complete, fully enclosed structure, Buyer assumes all responsibility for the strength, structural integrity and capacity of the building or structure unless the manufacturer certifies same in writing. Buyer is solely responsible for designing and constructing a foundation for the building or structure suitable for the Buyer’s particular use of same. Seller has no responsibility or liability whatsoever to Buyer for the erection or construction of the building, structure, components or goods purchased hereunder, including any loss or damages sustained by Buyer, even if Buyer utilizes the services of a person whose name is provided by Seller to perform work or services relating to the construction or installation of the building, components or goods purchased. With the sole exception of those claims expressly permitted to Buyer against Seller set forth in this Contract, Buyer agrees to defend, indemnify and hold Seller harmless from any and all losses, costs, expenses, claims, suits, demands and damages, including attorney's fees, arising from or in connection with any alleged or real injury, including injury to any person or to property, incurred or asserted in connection with or as a result of work performed or materials supplied by Seller hereunder or any work performed by or for Buyer in connection with the erection, construction or installation of the Steel Building, components or goods purchased, or any other claim or suit arising out of this Contract. Buyer's duty to defend, indemnify and hold Seller harmless, includes, but is not limited to, any such losses, costs, claims, suits, damages and attorneys’ fees arising from or incurred in connection with Seller's performance hereunder, any actual or alleged default by Seller hereunder, any actual or alleged breach of Seller's obligations hereunder or any actual or alleged negligence, act or omission on the part of Seller, Buyer or any third party acting on Buyer’s behalf.

Buyer is solely responsible for assuring that soil and subsoil conditions at the construction site are of sufficient density and have a sufficient soil bearing capacity to support and sustain the foundations for the building, the building, building loads, and any materials, goods or equipment stored in the building. 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 should take precautions to properly maintain the building once erected to ensure that no damage is caused by the accumulations of snow or ice, including removal of snow and ice from the roof and walls. Buyer understands that metal components are not machine precision manufactured and some field cutting, drilling or welding might be necessary for construction. Buyer accepts responsibility for making minor field modifications.

The Total Purchase Price is subject to re‐costing if the full amount of the building drawing payment is not made or the estimated delivery date is not filled in on the face hereof at the time Buyer signs this Contract or if Buyer delays or postpones Buyer’s or Seller’s performance hereunder. Examples of such delay include Buyer’s failure to: cooperate in scheduling of delivery; accept the delivery date scheduled by Seller within seven (7) days of notice from Seller; promptly provide information needed by Seller to manufacture or procure goods; or make any payment when and in the manner due hereunder In such event without limiting or waiving of any of Seller’s rights hereunder or at law, Seller may demand and Buyer shall thereupon immediately pay Seller all increased costs that occur or are incurred after the Acceptance Date due to such acts of Buyer, including without limitation, increased materials, labor, freight, and delivery costs and related surcharges and storage fees (“Increased Costs”) and the Total Purchase Price shall be automatically increased by such Increased Costs. Without limiting or waiving the remedies or rights available to Seller under Section 3(A) or 3(C) or any other provision hereof, if Buyer does not, within, seven (7) days of notice from Seller accept the delivery of the building or the goods ordered hereunder on the delivery date scheduled by Seller, (i) any future delivery date requested by Buyer shall be subject to Seller’s schedule at the time of request by Buyer (and Seller may therefore need to postpone delivery from Buyer’s desired rescheduled date), and (ii) after such future delivery date is rescheduled by Seller, Seller may notify Buyer of any Increased Costs that are due to the Buyer’s delay of Seller’s manufacture, delivery or other performance and Buyer agrees that it shall pay Seller all Increased Cost upon demand. Buyer specifically acknowledges and agrees that Seller will not under any circumstances ship the building or any ordered goods to Buyer until all Increased Costs and other increases and charges due to Seller, whether by reason of re‐costing, Buyer’s delay, Change Orders, changes to drawings, or increases due under any provision of this Contract, are first paid in full by Buyer to Seller in advance of delivery, such that the only amount to be due and payable COD upon delivery of the building or structure ordered hereunder is the original balance due on delivery set forth on the face hereof. Failure by Buyer to pay Increased Costs and charges described in this section shall be a Breach by Buyer of this Contract entitling Seller to the damages and remedies described in Sections 5 and 6 above, respectively.

To secure payment and performance by Buyer of its obligations set forth in this Contract, Buyer hereby grants to Seller a security interest in all Buyer’s rights in the following (collectively, the “Collateral”): (a) the pre‐engineered rigid frame steel building(s) with rigid frames, wall girts, roof purlins, wall and roof panel sheeting and related hardware and accessories which are the subject of this Contract (the “Building(s)”), (b) payments, rights to payment and other contractual rights pursuant to which Buyer is selling or installing the Building(s) for third parties, and (c) all other proceeds of the foregoing. Upon any default in payment or performance of any of Buyer’s obligations under this Contract, Seller may declare all Buyer’s obligations hereunder immediately due and payable. Seller shall have the remedies of a secured party as provided by law, and Buyer hereby authorizes Seller to enter onto Buyer’s real property to exercise such remedies. Seller is hereby authorized to file financing statements covering the Collateral. Buyer will hereafter execute such instruments and perform such acts as Seller may request to establish and maintain a valid security interest in the Collateral in any jurisdiction.

The parties agree that this Contract has been consummated in Arapahoe County, Colorado. It is further agreed that any claim related to or arising under this Contract shall be resolved by mandatory arbitration in Arapahoe County, Colorado, under the commercial rules of the American Arbitration Association (“AAA”). The fees and costs of AAA and the arbitrator shared equally between the parties. Buyer specifically consents to the resolution of any dispute by arbitration, and hereby consents to the exercise of personal jurisdiction over Buyer by the arbitral forum in Arapahoe County, Colorado, for the resolution of such dispute. Buyer waives any objection to venue with respect to any arbitration conducted in Arapahoe County, Colorado. Buyer and Seller knowingly and intentionally waive any right to trial by jury in regard to this Contract, including its enforcement or any alleged breach. Seller shall be entitled to recover its attorneys’ fees and costs against Buyer: (a) in any court action in which Seller is required to file, and prevails upon, a motion to compel arbitration on a claim related to or arising under this Contract; and (b) in any arbitration proceeding in which Seller is the prevailing party on any claim brought by either party.

This Contract (including Exhibits and addenda hereto) is the final, complete, exclusive and fully integrated record of the Contract between Seller and Buyer concerning the subject matter hereof and supersedes all prior and contemporaneous understandings or Contracts of Buyer and Seller. Only the specifications stated herein and the drawings or plans prepared or provided by the Seller shall apply to this Contract. Seller is not required to seek or obtain approval for goods supplied hereunder by any agents of Buyer, including architects, engineers or project managers. No understanding, promise or representations, and no waiver, alteration or modification of any of the provisions hereof shall be binding upon Seller unless consented to expressly in writing and signed by an authorized officer 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 statements or representations shall be recognized or be binding upon Seller. This Contract expressly limits acceptance to the terms of this Contract. Any and all provisions of Buyer’s Contract or other documents of Buyer that add to or differ from these terms and conditions are EXPRESSLY REJECTED. Notice is of objection is hereby given to additional or different terms not contained herein. No waiver of these terms or acceptance of others shall be construed from any failure of the Seller to raise objections. The failure of the Seller to exercise any rights under this Contract, upon the Breach or default by the Buyer or otherwise, shall not be a waiver of the Seller’s subsequent ability to exercise that right. If any provision contained in this Contract (or its application to any person or circumstance) shall to any extent be held void or invalid by a Court, the remainder of this Contract (or the application of such provision to persons or circumstances other than those as to which it is held to be invalid) shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent of the law. This Contract shall be binding upon and inure to the benefit of the employees, officers, directors, agents, trustees, beneficiaries, successors and assigns of each of the parties. This Contract, the performance thereof, and any dispute, controversy or claim arising from the relationship of the parties to this Contract, shall be governed, construed and enforced according to the laws of the State of Colorado. Application of the United Nations Convention on Contracts for the Sale of Goods is hereby excluded. If a Court deems any of the language herein to be vague or ambiguous, such language shall not be construed against either party but shall be construed so to give effect to the true intention of the parties. Buyer may request changes or add extras. Seller shall only be bound to comply with changes or extras contained in a change order signed by an officer of Seller and by Buyer or Buyer’s authorized agent, specifying the modification to the goods and to the Total Purchase Price (“Change Order”) in the form of a “Component Contract” or “Change Order”, signed by the Buyer. The Change Order or Component Contract shall specify the change and any associated change to the contract price. Further, Buyer agrees and understands that said Change Order shall include a Change Order Fee to be determined at time of Change Order completion. Buyer shall have ten (10) business days from the date of the Change Order or Component Contract to return the signed Change Order or Component Contract to Seller. In the event Buyer does not return a signed Change Order or Component Contract to Seller in ten (10) business days, Buyer understands and agrees that the Contract has been materially breached, resulting in the forfeiture of Buyer's building drawing payment and entitling Seller to any and all remedies under this Contract and Colorado law. This Contract may be executed in multiple counterparts each of which shall be deemed an original and together shall constitute but one and the same Contract. Counterparts of this Contract may be exchanged via electronic facsimile machines or by PDF. An electronic facsimile or PDF of a party’s signature shall be deemed to be an original signature for all purposes.

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Terms & Conditions

Last modified: November 12, 2015 (view archived versions)

1. Seller provides the following terms and conditions (“T&C”) to apply to this Purchase Order ("PO") for Seller’s line of metal building products, goods and/or materials (sometimes referred to as “Metal Building System”). The T&C and PO collectively constitute the Contract between Seller and the customer named in the PO, which shall hereafter be referred to as Buyer. This Contract shall become a binding contract upon its acceptance in writing by an authorized representative of Seller (“Contract”) and thereafter cannot be canceled or modified by Buyer under any circumstances without Buyer first reaching an agreement in writing with Seller covering all of Seller’s damages and/or remedies as set forth in this Contract. The T&C will apply without exception to this PO and any and all sales by Seller to Buyer. By its execution and/or acceptance of this PO electronic or otherwise, Buyer unconditionally and irrevocably accepts these T&C which shall not be waived, modified or amended without the express written consent of Seller’s President. Terms and conditions contained within any other document or agreement issued by Buyer shall be of no force and effect. Any documents that Buyer may use including, but not limited to, purchase orders or sales acknowledgement forms shall be deemed to be for the administrative convenience of Buyer only, and this PO shall supersede and take precedence over any of Buyer's terms and conditions that may be contained on any such forms. Seller has the right to modify or substitute for the design of the building or substitute manufacturer equivalent products, so long as the new design and/or equivalent products continue to meet the specifications in this Purchase Order for width, length, eave height and wind and snow loads and in any such case Seller shall have no further obligation or liability with respect to any such modification or substitution. Specifications for buildings, components, materials, and goods and the warranties stated herein and in Seller’s Limited Steel Building Warranty document (“Warranty Document”) may differ from those appearing in Seller’s brochures advertisements, communications and websites, due to supply, demand and availability of materials and goods. The specifications and warranties for ordered goods are not modified, controlled by or expanded by any statements contained in any of the foregoing and are solely as stated herein and in Seller’s Warranty Document, which is fully incorporated herein by this reference.

1. Buyer will make a non-refundable up‐front payment to Seller for the preparation of building drawings (“building drawings”) and/or the purchase of steel materials to be used in the building contracted for between Buyer & Seller. If any payment hereunder is made by Buyer by ACH, bank draft, or credit card, Buyer by it’s signature on the face of the PO authorizes Seller to debit or charge the bank account or credit card for all amounts due hereunder. The Engineering & Drawings Payment and Change Order payments, if any, paid to Seller are offered in good faith performance of contractual obligations, for Seller’s expenses and as security in the event of Buyer’s Breach. Not withstanding any other provisions to the contrary herein, if: (a) the payment or payments are insufficient to fully cover Seller’s damages in the event of Buyer’s breach; (b) the order is a Special Order; (c) Seller becomes insecure about Buyer’s willingness, intent or ability to perform Buyer’s financial or other obligations hereunder; or (d) Seller deems Buyer’s credit to be impaired, then Seller may demand (i) that Buyer provide such additional assurances as may be requested by Seller that Buyer will perform and is capable of performing Buyer’s obligations under this Contract; and/or (ii) Buyer’s payment of up to the Total Purchase Price, as may be adjusted hereunder, plus storage fees and all other costs, expenses and damages incurred by Seller due to Buyer’s delay or default, prior to Seller’s delivery of any ordered goods. Buyer’s failure to comply with Seller’s demand for additional assurances and/or to pay the Total Purchase Price shall constitute a Breach and Seller shall be entitled to payment of all damages provided for herein and at law. In addition to, or as part of, Seller’s other remedies specified herein, upon Buyer’s Breach, Seller may retain on its own account all payments paid by Buyer, and such retention shall not impair any other remedies available to Seller under this Contract or at law or equity.

1. Buyer acknowledges and agrees that this Contract is not valid for plan and specification projects since it is based on Seller’s product standards only. Any plans, specifications, details, descriptions, drawings, documents, terms, and/or conditions not specifically created by Seller or referred to in this Contract are not a part hereof and are not binding upon Seller. The specifications as detailed or referenced in this PO as well as any final drawings created by Seller shall govern in all instances. Whether stated on the front of the PO or not, Buyer is solely responsible for investigating and ascertaining all zoning by-laws, rules, regulations and ordinances, all building codes, building permit requirements applicable in and to the area or territory where the building or structure purchased hereunder is to be erected (“Building Laws”) in order to satisfy himself that the building or structure conforms to all applicable Building Laws. Buyer is solely responsible for designing a building or structure that will fit Buyer’s particular needs from the components offered for sale by Seller and that complies with all applicable Building Laws ad for providing Seller with the specifications therefore. All specifications for the building or structure purchased hereunder set forth on the face of the PO have been provided to Seller by Buyer based on Buyer’s own due diligence, judgment and determination as to Buyer’s erection location, use and occupancy requirements, and the requirements necessary for the building or structure to comply with all applicable Building Laws. Buyer agrees that the materials, goods and specifications stated herein are in all respects the materials, goods and specifications required by Buyer and Buyer accepts sole responsibility for correcting any nonconformity between the materials, goods and specifications stated herein and in Change Orders. Seller shall not be liable for any damages or losses, of any kind or nature, whether actual, incidental, special, punitive, consequential or direct or indirect, sustained by the failure of the building or structure ordered to comply with such Building Laws or Buyer’s particular requirements. The building or structure ordered is suitable only for erection at the Shipping Address location on the face hereof. Seller shall not be liable to Buyer for any costs, fees and charges of any nature whatsoever incurred in Buyer’s design, manufacture or installation of any building slabs, foundations and/or footings or otherwise incurred by Buyer in connection with construction of the structure or building. Specifications designated by Buyer include: (a) building or structure dimensions (width, length, eave height, roof pitch and roof type), (b) the location and size of manufacturer cut openings, (c) sidewall sheeting color, (d) roof coating (Galvalume or colored roof panels), (e) trim color, (f) wind, snow (ground and roof), live and collateral loads, deflections and seismic coefficients, (g) snow and wind exposure, and (h) all components of the building or structure ordered and accessories therefore, including Special Products. Buyer is responsible for making all payments to obtain and for obtaining all required building permits and for any other authorization needed to erect or construct the building or structure, including supplying at Buyer’s own cost any drawings, plans or information required to obtain building permits or any authorization needed for construction. Seller shall not be liable for design deficiencies set forth in specifications or drawings provided by Buyer or any other party, and correction of same shall be at Buyer’s expense. Buyer understands and agrees that the foregoing items are outside of the scope of the Seller’s knowledge and that Seller assures only that the building will meet specific loadings as ordered by Buyer and only as stated in the PO. Unless otherwise indicated on the face, Buyer agrees to install roof and wall insulation in, and to continuously heat, the building. Seller will not furnish detailed shop drawings of individual parts of the Metal Building System. Buyer accepts Seller's interpretation of this PO as being correct and further accepts all responsibility for any discrepancies in the Metal Building System.

1. Seller may initiate and Buyer may request changes to the Metal Building System described in this PO. Seller will indicate its willingness to comply with Buyer’s requested changes by preparing a written change order and delivering same to Buyer using Buyer's contact information set forth in this PO. Buyer expressly agrees that, if any changes result in added costs of any kind, then Buyer shall bear sole responsibility for such additional costs and the fabrication and delivery time will be extended as determined by Seller in its sole discretion. Buyer agrees any change order issued by Seller shall be deemed an amendment to this PO unless, within 10 days following the date of such change order, Buyer delivers its written objections thereto to Seller’s President or Executive Vice-President.

1. All goods purchased under this contract are “specially ordered” goods. Buyer agrees that, in the event Buyer attempts to rescind or cancel this Contract or in the case of a breach, repudiation or default by Buyer hereunder (collectively, a “Breach”), Seller’s full damages will be difficult to measure and, therefore, Seller must take all necessary actions and/or pursue all remedies to safeguard Seller’s position including, but not limited to, placing liens on the property (land and other structures existing on the land) that the building has been or will be placed upon and/or the property designated as the “shipping address” specified by Buyer on the PO. Seller and Buyer agree that, in the event of a Breach by Buyer, Seller is entitled to recover the following liquidated damages from Buyer: (i) 80% of the Building List Price quoted in the PO as well as 80% of any Change Order(s) Total Price if Buyer’s Breach occurs prior to Seller’s purchase of materials, parts and/or components or submission of the building order for fabrication; and (ii) 100% of the Building List Price quoted in the PO as well as 100% of any Change Order(s) Total Price, plus all shipping, return freight, procurement charges, handling and storage costs, if Buyer’s Breach occurs after Seller has purchased materials, parts and/or components or scheduled the building order for fabrication. A Breach entitling Seller to the liquidated damages includes, but is not limited to, Buyer’s: failure or refusal to cooperate with Seller in providing information or returning signed and completed forms necessary to submit the building for fabrication; failure to cooperate in scheduling delivery of the goods; failure or refusal to accept delivery or Seller’s scheduled delivery date; placing the order on hold for more than seven (7) days; failure to respond to communications from Seller for a period of thirty (30) days; failure to finalize and/or approve fabrication or change order documentation within thirty (30) days of execution of this Contract; failure to make any payment when due and in the manner required hereunder; attempted, threatened or actual cancellation or rescission of this Contract; and anticipatory repudiation or repudiation of this Contract. If the price of materials has been increased by any manufacturer or supplier, or an increase in commodity prices occurs after the Buyer has caused a delay, this Contract will be deemed to have been amended to include all price increases caused by such delay and Buyer’s payment obligations hereunder will be increased to reflect such price increases. Buyer agrees that the amount of liquidated damages specified herein is not a penalty and constitutes an actual good faith reasonable estimate of the actual damages that Seller likely will incur due to a Breach by Buyer. As an alternative to recovering liquidated damages from Buyer, or in the event the liquidated damages clause is found to be unenforceable for any reason, Seller may, in its sole discretion, elect to recover from Buyer the costs or damages Seller has incurred by reason of the Breach (such as increased manufacturing, delivery or storage costs). Buyer agrees that, in the event of a Breach by Buyer, all damages shall be immediately due and payable to Seller. In the event that Buyer Breaches this Contract, Buyer shall also be liable for any attorney fees and costs incurred by Seller arising from such Breach to the maximum extent allowed by law.

1. As soon as the Metal Building System (or any portion thereof) is ready for delivery to Buyer, Seller will send notification to Buyer and inform Buyer as to the date(s) on which Seller will make delivery of the Metal Building System to a common carrier for shipment to Buyer. The Metal Building System will be shipped FOB Seller's facilities. "Consolidated", "Consol Incl" or "Consol Included" listed on the front of the PO under FREIGHT is valid ONLY on orders that are released by Buyer, in writing, for fabrication within sixty (60) days of original order. Orders that are not released for fabrication within sixty (60) days of the fully executed PO will not qualify for consolidated freight and regular freight rates will apply. Consolidated and regular freight rates will be calculated and applied to the PO after the project has been released into fabrication and Seller has a final weight and shipping manifesto available. Buyer shall also be responsible for all fuel surcharges, which may increase freight and estimated freight costs by 25% or more. Notwithstanding anything to the contrary in this PO or otherwise, title to the Metal Building System sold by Seller to Buyer shall not pass from Seller to Buyer until the Metal Building System is shipped from Seller’s facilities by Seller or, when Seller uses a common carrier, when Seller tenders the Metal Building System to a common carrier for delivery to the Buyer. No Metal Building System in the possession of Seller shall be deemed to be identified to any contract between Buyer and Seller and title shall remain with Seller as to all materials and goods until shipped from Seller’s facilities or, when Seller uses a common carrier, when tendered to a common carrier. Buyer waives any rights to such goods and agrees not to assert any claim for replevin or similar claim to obtain possession of the Metal Building System. As an accommodation to Buyer, Seller may arrange for shipping of the Metal Building System to Buyer's designated job site. All delivery, fuel, handling and freight charges will be calculated at the time the building and goods ordered hereunder are ready for shipment. All increases in delivery, handling and freight costs shall be paid in full by Buyer to Seller prior to shipment of the building and goods ordered hereunder. If Buyer desires to make its own arrangements for shipping, it must notify Seller not less than 30 days prior to the scheduled shipment date. If Buyer fails or refuses to take delivery on the date specified by Seller, then Seller may, in its sole discretion, invoice Buyer for the full price of the Metal Building System or for that portion of the Metal Building System that is ready for delivery. Additionally, Buyer shall reimburse Seller for the cost of storing such materials and transporting the materials to a storage facility, including spotting, switching, drayage, demurrage, transportation and all other costs incurred and will assume the risk of any and all damages or deterioration to the materials while in storage, including but not limited to cost of repainting. Seller expressly reserves the right, in its sole discretion, to divide this PO into separate shipments and invoice such shipments separately. Buyer agrees that any delivery dates stated by Seller shall be estimates only, may be subject to change by Seller without notice, and are based, among other things, on manufacturing and delivery schedules and Seller’s prompt receipt from Buyer of all information and documents Seller needs to supply the goods ordered. Seller will use reasonable efforts to meet the indicated deliver date(s) but Seller is not responsible or liable for its failure to do so. Buyer agrees that the Seller may, in its discretion, make partial shipments of the order with the COD amounts being adjusted proportionally by shipment. Notwithstanding the preceding sentence, the full amount of the balance shown on the face hereof must be paid by Buyer at time of time of delivery of the building or structure, even though items obtained from third party vendors, such as but not limited to, overhead doors, sliding doors, roll up doors, insulation, skylights, mezzanines, bar joists, decking and windows (hereinafter “Special Products”) have not yet been delivered. Buyer specifically agrees that Seller is not responsible or liable for timeliness of delivery of Special Products or for the suitability of Special Products for any particular use. In connection with the delivery of the goods specified in this PO, if Seller contacts Buyer to arrange for a delivery date and Buyer fails or refuses to accept Seller’s designated delivery date or postpones or attempts to postpone Seller’s designated delivery date by more than seven (7) days, Seller, may, at its option: (i) treat such conduct as a Breach of Contract, cancel the PO and retain any deposit(s) and/or payment(s) made as partial payment of liquidated damages; or (ii) fulfill this PO and charge Buyer for any additional costs incurred by Seller after the date of acceptance of the PO (“Acceptance Date”), including without limitation, any additional steel or other materials costs incurred in manufacturing the building at a later time, additional delivery, freight, handling, labor costs, and storage fees. If Buyer delays the detailing, design, fabrication and/or delivery or otherwise delays this PO in any fashion, the purchase price may be adjusted by Seller, in its sole discretion, to reflect any price increase(s) that Seller may put into effect, which Buyer shall immediately pay upon demand.

1. Upon request, Seller may supply the name(s) of: potential manufacturers or vendors to supply additional components, contractors to install concrete, to erect the building or to install building components, or to perform other work pertaining to construction of the building; engineers to design a foundation for the building; and engineers or architects for performance of other work related to construction of the building. Seller has not investigated such persons and the provision of name(s) does not constitute a recommendation of their skill or competence. It is important that Buyer rely solely on its own investigation and conduct its own due diligence when selecting a manufacturer, vendor, contractor, engineer or architect. Buyer acknowledges that Seller is not an agent, employee, or representative of and is not responsible or liable for the acts or omissions of manufacturers, vendors, contractors, engineers or architects.

1. Buyer acknowledges and agrees that it will inspect the goods and/or materials reflected in this PO immediately upon delivery. All goods purchased by Buyer hereunder shall be deemed fully accepted by Buyer upon acceptance of delivery. All claims for shortages of bulk packages or bundles or missing items as compared to the bill of lading or for alleged damages or defects caused by shipment of the goods shall be deemed waived unless any such claims are noted in writing on the driver’s copy of the bill of lading at the time of delivery. All claims for alleged damages to and shortages of goods within concealed containers (i.e. parts inside boxes or crates) shall be reported in writing to Seller within five (5) days of the date of delivery or the claims are waived. Buyer must include in the notice the basis of the alleged non-conformity and the description of that portion of the shipment being rejected within the time frames referenced above (which Buyer agrees and stipulates is a reasonable time). All written notices shall state with particularity each and every alleged damage, defect, shortage and/or undelivered good or Special Product claimed by Buyer. On receipt of notification of rejection, Seller may arrange to receive back the materials for shipment and return. However, Seller may have an agent inspect the materials for non-conformity; otherwise such inspection will be made on return to Seller's plant. In the event that such materials are determined to be nonconforming, Seller will ship conforming goods to Buyer, unless Buyer notifies Seller in writing to forego such shipment. Failure to timely furnish any aforementioned written notice will constitute acceptance of the goods and/or materials and will irrevocably bar any claims for which notice was required. If Seller receives timely written notice from Buyer for claimed shortage of materials, Buyer agrees that Seller’s resolution of such claim shall be final and binding upon the parties.

1. Payments under this PO and any other payments due to Seller by Buyer under any other agreement shall be paid to Seller at its office in Greenwood Village, Colorado, its lockbox in Greenwood Village, Colorado or such other place as directed by Seller. Unless specifically enumerated, the price(s) and/or amount(s) reflected on the PO does not include the cost of performance bonds, payment bonds, or federal, state or local taxes including, but not limited to, excise, privilege, occupation, value added, use or sales taxes. Any of these items or amounts that Seller may be required to pay or collect under existing or future laws, including, without limitation, taxes payable upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Metal Building System and materials covered hereby, shall be for the account of Buyer, may be included on Seller’s invoice(s) to Buyer and shall be due and payable by Buyer in accordance with the terms and conditions herein. Buyer shall promptly pay the amount of such taxes to Seller upon demand and shall indemnify and hold Seller harmless against any federal, state or local taxes including, but not limited to, excise, privilege, occupation, value added, use or sales tax liability assessed against Seller. If Buyer asserts the purchase of the Metal Building System is exempt from sales tax, Buyer must immediately furnish Seller with a valid tax exemption certificate. Buyer agrees to be bound by Seller’s determination of the validity of any tax exemption certificate. Seller reserves the right to reject any and all tax exemption certificates presented to Seller after shipment of the Metal Building System. Notwithstanding any other agreement to the contrary, Seller reserves the right, prior to making any shipment, to require from Buyer satisfactory security for the payment of all taxes, costs and charges payable by Buyer. In Seller's sole discretion, all orders shall either be pre-paid or cash payable on delivery. Buyer agrees to furnish Seller with a true, accurate and complete legal description of any property on which the Metal Building System is to be erected, Buyer’s entity type(s), state of organization/principal residence, organizational identification number, federal taxpayer identification number(s) and/or social security number(s) and any other information requested by Seller. All credit terms shall be established in the sole discretion of Seller’s Credit Department and such credit terms can be revoked by Seller's Credit Department at any time. Seller, in its sole discretion, may invoice Buyer for this sale and all material associated with this sale at the time of order, fabrication or shipment. Except as otherwise agreed in writing, all sums owed by Buyer to Seller with respect to this sale are due and payable upon the date of invoice. If Buyer fails to fulfill the terms of payment applicable hereto, Seller may defer further shipments, and/or in its sole discretion, cancel the unshipped balance of any unfilled orders without waiving its right to recover liquidated or other damages as provided herein. Seller may assign its right to receive from Buyer any payments called for hereunder at any time upon notification to Buyer as to the assignee for receipt of such payments. If Buyer is in default of this PO or any other agreement with Seller and/or Seller’s affiliates, Seller shall have the right, in addition to all other rights stated herein, as well as in law or at equity, to withhold delivery and demand adequate assurances of Buyer’s ability to perform Buyer's obligations. Buyer specifically agrees with Seller that any invoiced sum that has not been paid by Buyer within 30 days from the date of invoice shall bear interest at a rate of 10%, but in no event greater than the maximum rate for which Seller and Buyer could lawfully contract with respect to such payment under applicable law. Additionally, if an invoice becomes past due, is placed in the hands of an attorney for collection or if this PO is relevant to any other dispute(s) between the parties, in addition to any other claims, defenses, amounts and/or damages asserted or recovered by Seller, Buyer agrees to pay Seller any and all reasonable and necessary attorneys’ fees and costs incurred in any such dispute(s) and/or proceeding(s), together with interest, expenses, costs and any other charges. Costs incurred in the collection of sums include, without limitation, copying and mailing expenses, lien fees, lost management time, inspection expenses and expert witnesses’ expenses in addition to taxable costs incurred in litigation. Buyer agrees that all payments with lien release language on the back of any check shall be sent only to the principal office of Seller, in Greenwood Village, Colorado. Buyer agrees that any payment accepted through Seller's lock box with lien release language on the check does not bind Seller to the attempted release. Seller's agent(s) at the lock box who endorses and/or accepts checks for Seller is authorized only to accept unconditional payments, and no action by said agent(s) shall ever give rise to a claim of any authority, apparent or otherwise, beyond that described in this Article. Acceptance of any conditional check, including any lien release language or otherwise at the lock box or otherwise shall only be a partial release for those funds received, and never otherwise.

1. LIMITATIONS OF WARRANTIES AND DAMAGES – Upon Seller’s receipt of Buyer’s payment in full of all outstanding invoices with Seller and subject to the terms and conditions set forth herein, Seller warrants the Metal Building System to Buyer only against failure due to defective material or workmanship for a period of 1 year from date of shipment from Seller’s plant. The price quoted for any warranty stated herein is subject to price adjustments due to non-standard roof geometry, details, and non-approved or non-standard roof accessories and/or fixtures. Any price adjustment will be at the sole discretion of Seller. Damage due, whether in whole or in part, to faulty or improper installation, erection or maintenance by others shall NOT be covered. As a condition precedent to the effectiveness of the foregoing warranty, the Metal Building System must be erected promptly after shipment from Seller’s plant, without any undue delay and must be erected in strict accordance with erection procedures and guidelines. Any damage to the Metal Building System not directly attributable to the sole negligence or sole fault of Seller is not covered by this warranty. Additionally, misuse and abuse, lack of proper maintenance, and normal wear and tear to the Metal Building System are not covered by this warranty. SELLER’S SOLE OBLIGATION AND BUYER'S SOLE AND EXCLUSIVE REMEDY, IN SELLER’S SOLE DISCRETION, WITH RESPECT TO THE FOREGOING WARRANTY IS EXPRESSLY LIMITED TO REPAIR OF DEFECTIVE MATERIALS OR FURNISHING NECESSARY REPLACEMENT MATERIALS FOB SELLER'S FACILITIES, BUT SHALL NOT INCLUDE ANY CHARGES FOR TRANSPORTATION, INSURANCE, OR LABOR OF DISMANTLING AND INSTALLING SUCH MATERIALS. This warranty is non-assignable and non-transferable. The above warranty does not cover products, accessories, parts or attachments that are not manufactured by Seller. DISCLAIMER OF IMPLIED WARRANTIES–SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE METAL BUILDING SYSTEM (EXCEPT FOR THE EXPRESS WARRANTY INCLUDED HEREIN) AND ANY AND ALL IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED AND DISCLAIMED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY AND ALL LIABILITY, WARRANTIES AND REPRESENTATIONS REGARDING, PAST, PRESENT OR FUTURE WATER LEAKS OR MOISTURE INTRUSIONS, DAMAGES TO THE SUBJECT BUILDING(S) OR ANY COMPONENTS OR CONTENTS THEREOF, OR ANY INTERIOR SPACE(S) OR PROPERTY THEREIN, INCLUDING CLAIMS PERTAINING TO MOLD, MILDEW AND/OR FUNGI, OR THE INTERRUPTION IN THE USE OF THE SUBJECT BUILDING(S) OR PERSONAL INJURY OR PROPERTY DAMAGE CLAIMS RESULTING FROM THE ALLEGED EXISTENCE OR GROWTH OF MOLD, MILDEW AND/OR FUNGI. LIMITATION OF DAMAGES -- NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SELLER'S MAXIMUM AGGREGATE LIABILITY TO BUYER OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY SUBSEQUENT PURCHASER, WHETHER IN AGREEMENT, UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE ACTUALLY PAID BY BUYER TO SELLER WITH RESPECT TO THE METAL BUILDING SYSTEM. ACCORDINGLY, BUYER AGREES TO ASSUME THE RESPONSIBILITY FOR INSURING AGAINST OR OTHERWISE BEARING THE RISK OF ANY AND ALL GREATER DAMAGES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, LIQUIDATED, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, DELAY, COST OF COVER OR BACK-CHARGE DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, LABOR COSTS AND EXPENSES, COSTS OF RENTING EQUIPMENT AND OTHER ADDITIONAL EXPENSES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES AS A RESULT OF BUYER'S (OR ANY OTHER PARTY'S) NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND WHETHER OR NOT ANY SUCH NEGLIGENCE IS THE SOLE OR CONTRIBUTING CAUSE OF ANY SUCH DAMAGE, LOSS OR EXPENSE. BUYER ACKNOWLEDGES THAT THE PRICING OF THE PRODUCTS AND/OR SERVICES TO BE PROVIDED BY SELLER PURSUANT TO THIS PO REFLECTS THE INTENT OF THE PARTIES TO LIMIT SELLER'S LIABILITY AS PROVIDED HEREIN. ANY ACTION, CLAIM OR PROCEEDING RELATING TO THIS PO OR THE TRANSACTIONS CONTEMPLATED BY THIS PO MUST BE BROUGHT WITHIN 2 YEARS AND 1 DAY FOLLOWING THE ACTION OR EVENT GIVING RISE TO SUCH ACTION, CLAIM OR PROCEEDING. BUYER AGREES TO USE ITS BEST EFFORTS TO MITIGATE ANY DAMAGES SUSTAINED BY BUYER, OWNER(S) OR ANY THIRD PARTIES PURSUANT TO OR IN CONNECTION WITH THIS PO. NOTWITHSTANDING THE FOREGOING, THE DISCLAIMER OF WARRANTIES AND/OR THE DISCLAIMER AND/OR LIMITATION OF DAMAGES WILL NOT BE DEEMED TO DISCLAIM LIABILITY SPECIFICALLY IMPOSED ON SELLER BY STATUTE OR REGULATION, TO THE EXTENT SUCH LIABILITY CANNOT BE WAIVED OR DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE DISCLAIMERS OR LIMITATIONS SET FORTH HEREIN MAY NOT FULLY APPLY TO BUYER. TO THE EXTENT THAT THE DISCLAIMERS AND/OR LIMITATIONS SET FORTH HEREIN ARE NOT FULLY ENFORCEABLE UNDER APPLICABLE LAW, BUYER MAY HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. Buyer acknowledges its responsibility to determine the intended use of the Metal Building System ordered, its appropriateness for all uses, applications and loads to be encountered, including but not limited to, live load, wind load, snow/ice load, water load, collateral and auxiliary loads, as well as its appropriateness for drainage systems/requirements, and compliance with the requirements of all governing code bodies, statutory and regulatory agencies. Buyer acknowledges that the Seller is only a manufacturer of goods and is in no way responsible for the use, installation and/or application of the goods and/or materials covered hereunder. Buyer acknowledges that it is not unconscionable under the commercial circumstances hereof to limit the award of consequential damages as contemplated by this PO. Except for the obligations of Seller under "Warranty," all responsibility of Seller for the Metal Building System ceases upon delivery thereof by Seller to a common carrier for shipment to Buyer. All claims against the carrier for damage to or loss of any of the Metal Building System shall be made solely by Buyer. Buyer agrees and stipulates that Seller’s schedule is approximate only. Without limiting the above, if retrofit materials are supplied hereunder, Seller’s shall not be liable for anything that results from the transfer of any loads from one structure to another structure. Buyer acknowledges and stipulates that Seller has not performed any tests of suitability of the materials supplied hereunder and Buyer has not relied on Seller’s statement, promises or assurances in regard to such suitability. Buyer further acknowledges, agrees and stipulates that oil-canning of materials shall not be a cause of rejection of materials.

1. ACCEPTANCE OF MATERIALS - Buyer also acknowledges, agrees and stipulates that installation of materials shall unequivocally constitute irrevocable acceptance of materials.

1. Structural design of the building or structure ordered is based on the interaction of all its component parts. Failure to make adequate provision for excessive stresses or instability occurring from whatever cause during construction is the sole risk of the Buyer. Seller makes no representation as to the adequacy of the loads ordered by Buyer; Seller only warrants that the loads for the building and components delivered will be as ordered by Buyer. Buyer is solely responsible for ascertaining that the loads and factors for the building and components ordered are adequate for the intended erection location, use and occupancy of the building or structure and that no loads other than those specified shall be imposed thereon. If this Contract is for parts or less than a complete, fully enclosed structure, Buyer assumes all responsibility for the strength, structural integrity and capacity of the building or structure unless the manufacturer certifies same in writing. Buyer is solely responsible for designing and constructing a foundation for the building or structure suitable for the Buyer’s particular use of same. Seller has no responsibility or liability whatsoever to Buyer for the erection or construction of the building, structure, components or goods purchased hereunder, including any loss or damages sustained by Buyer, even if Buyer utilizes the services of a person whose name is provided by Seller to perform work or services relating to the construction or installation of the building, components or goods purchased. With the sole exception of those claims expressly permitted to Buyer against Seller set forth in this Contract, Buyer agrees to defend, indemnify and hold Seller harmless from any and all losses, costs, expenses, claims, suits, demands and damages, including attorney's fees, arising from or in connection with any alleged or real injury, including injury to any person or to property, incurred or asserted in connection with or as a result of work performed or materials supplied by Seller hereunder or any work performed by or for Buyer in connection with the erection, construction or installation of the Steel Building, components or goods purchased, or any other claim or suit arising out of this Contract. Buyer's duty to defend, indemnify and hold Seller harmless, includes, but is not limited to, any such losses, costs, claims, suits, damages and attorneys’ fees arising from or incurred in connection with Seller's performance hereunder, any actual or alleged default by Seller hereunder, any actual or alleged breach of Seller's obligations hereunder or any actual or alleged negligence, act or omission on the part of Seller, Buyer or any third party acting on Buyer’s behalf.

1. Buyer is solely responsible for assuring that soil and subsoil conditions at the construction site are of sufficient density and have a sufficient soil bearing capacity to support and sustain the foundations for the building, the building, building loads, and any materials, goods or equipment stored in the building. 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 should take precautions to properly maintain the building once erected to ensure that no damage is caused by the accumulations of snow or ice, including removal of snow and ice from the roof and walls. Buyer understands that metal components are not machine precision manufactured and some field cutting, drilling or welding might be necessary for construction. Buyer accepts responsibility for making minor field modifications.

1. To secure payment and performance by Buyer of its obligations set forth in this Contract, Buyer hereby grants to Seller a security interest in all Buyer’s rights in the following (collectively, the “Collateral”): (a) the pre-engineered rigid frame steel building(s) with rigid frames, wall girts, roof purlins, wall and roof panel sheeting and related hardware and accessories which are the subject of this Contract (the “Building(s)”), (b) payments, rights to payment and other rights under contracts pursuant to which Buyer is selling the Building(s) to, or installing the Building(s) for, third parties, and (c) all other proceeds of the foregoing. Upon any default in payment or performance of any of Buyer’s obligations under this Contract, Seller may declare all Buyer’s obligations hereunder immediately due and payable, Seller shall have the remedies of a secured party as provided by law, and Buyer hereby authorizes Seller to enter onto Buyer’s real property to exercise such remedies. Seller is hereby authorized to file financing statements covering the Collateral. Buyer will hereafter execute such instruments and perform such acts as Seller may request to establish and maintain a valid security interest in the Collateral in any jurisdiction.

1. FORCE MAJEURE – Under no circumstances shall Seller be liable in any way to Buyer, building owner and/or any other party for water intrusion or the existence of moisture occurring prior to delivery of the Metal Building System or existing thereafter or any possible effects resulting there from; delay, failure in performance, or loss or damage due to force majeure conditions including, without limitation: fire; flood; epidemics; quarantine; lightening; strike; embargo; explosion; power surge or failure; acts of god; acts of war or terrorism; labor or employment disputes; civil disturbances; acts of civil or military authority; inability to secure materials, fuel, products or transportation facilities; acts or omissions of suppliers; or any other causes beyond Seller’s reasonable control.

1. JURISDICTION, MANDATORY VENUE AND WAIVER OF JURY TRIAL - Except where this PO expressly provides otherwise, the terms of this PO shall be governed in their interpretation by the section titled "Common Industry Practices" from the Low Rise Building System Manual, latest edition, published by the Metal Building Manufacturers Association. In the event that this Manual has no provision, which applies to the subject matter of any dispute over the interpretation of any term or provision of this PO, the interpretation of such term or provision shall be governed by and construed in accordance with the laws of the State of Colorado. Further, Buyer acknowledges, stipulates and agrees that this PO was executed, accepted and is to be performed in Arapahoe County, Colorado and shall be governed by and interpreted in accordance with the laws of the State of Colorado. Buyer acknowledges, stipulates and agrees that any and all claims, actions, proceedings or causes of action relating to the validity, performance, interpretation, alleged breach and/or enforcement hereof shall (i) only be asserted, submitted for resolution, and/or heard or tried in Arapahoe County, Colorado, and (2) shall be asserted and/or submitted for resolution only by mandatory arbitration, under the commercial rules of the American Arbitration Association (“AAA”). The party initiating arbitration shall advance all costs thereof. The parties have agreed that all questions of arbitrability, including the validity and scope of the arbitration agreement, are reserved for arbitral rather than court determination. The Federal Arbitration Act shall govern the enforcement of this arbitration provision. Buyer specifically consents to the resolution of any dispute by arbitration, and irrevocably submits itself to the exclusive exercise of personal jurisdiction over Buyer by the arbitral forum in Arapahoe County, Colorado, for the resolution of such dispute. The parties agree that the arbitrator will have no authority to award exemplary, punitive, consequential or other purely non-compensatory damages, except as may be required by statute. See 13-21-102(5) C.R.S. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. In addition to any other liability Buyer may have to Seller, Buyer agrees to pay to Seller all legal and other expenses incurred by Seller in collecting any amounts due from Buyer or incurred in any other dispute, claim or controversy arising out of or relating to this Agreement. Buyer irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to venue with respect to any arbitration arising out of or in connection with this PO and Buyer irrevocably waives any claims that arbitration has been brought in an inconvenient forum. Seller shall be entitled to recover its attorneys’ fees and costs against Buyer: (a) in any court action in which Seller is required to file, and prevails upon, a motion to compel arbitration or a motion to change venue to Arapahoe County, Colorado, on a claim related to or arising under this PO; and (b) in any arbitration proceeding in which Seller is the prevailing party on any claim brought by either party. FURTHER, EACH PARTY KNOWINGLY AND VOLUNTARILY AGREES TO WAIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING UNDER THIS PO, INCLUDING ITS ENFORCEMENT OR ANY ALLEGED BREACH. The scope of each of the foregoing waivers is intended to be all encompassing. Buyer acknowledges that the foregoing waivers are material inducements to the agreement of Seller to enter into a business relationship with Buyer, and that Seller has already relied on these waivers in entering into this PO. Buyer warrants and represents that it has reviewed these waivers with its legal counsel, and that it knowingly and voluntarily agrees to each such waiver following consultation therewith.

1. ASSUMPTION OF RISK AND INDEMNITY–BUYER ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS OR ACTIONS BASED ON OR ARISING OUT OF INJURIES, INCLUDING DEATH, TO PERSONS OR DAMAGE TO OR DESTRUCTION OF PROPERTY (WHETHER BELONGING TO BUYER, BUILDING OWNER(S), AND/OR ANY THIRD PARTY), SUSTAINED OR ALLEGED TO HAVE BEEN SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO THE PERFORMANCE HEREOF BY BUYER, ITS AGENTS AND EMPLOYEES, AND ITS SUBCONTRACTORS, THEIR AGENTS AND EMPLOYEES, INCLUDING CLAIMS OR ACTIONS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OR FAULT OF SELLER, SELLER'S REPRESENTATIVES, OR THE EMPLOYEES, AGENTS, INVITEES, OR LICENSEES THEREOF. BUYER FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND REPRESENTATIVES, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF IN RESPECT OF ANY SUCH MATTERS AND AGREES TO DEFEND ANY CLAIM OR SUIT OR ACTION BROUGHT AGAINST SELLER, SELLER'S REPRESENTATIVE, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF. BUYER FURTHER AGREES, WARRANTS AND ACKNOWLEDGES THAT IT IS AWARE THAT SELLER MUST INDEMNIFY AND HOLD HARMLESS BUYER AGAINST LOSS, INCLUDING ALL COURT COSTS AND OTHER REASONABLE EXPENSES, REASONABLE ATTORNEYS’ FEES, AND ANY REASONABLE DAMAGES, ARISING OUT OF A PRODUCTS LIABILITY ACTION, EXCEPT FOR ANY LOSS CAUSED BY BUYER'S NEGLIGENCE, INTENTIONAL CONDUCT OR OTHER ACT OR OMISSION, SUCH AS NEGLIGENTLY MODIFYING OR ALTERING THE PRODUCT, FOR WHICH BUYER IS INDEPENDENTLY LIABLE, , AND BUYER KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES, DISCLAIMS, RELINQUISHES AND FOREVER RELEASES SELLER FROM ANY AND ALL OF ITS OBLIGATIONS TO INDEMNIFY AND HOLD HARMLESS BUYER AGAINST ANY LOSS ARISING OUT OF A PRODUCTS LIABILITY ACTION.

1. Buyer acknowledges and agrees that Seller is not the Engineer of Record for this or any other project. Accordingly, Seller shall not be required to carry or maintain any Professional Liability, Errors of Omissions or any other similar type insurance policy or coverage. Buyer will, at its sole expense, maintain insurance during the performance of the services covered by this PO and thereafter, including General Liability Insurance with a per occurrence limit of not less than $2,000,000. This insurance will include general liability, products liability and completed operations liability coverages, which will extend for 3 years after the completion of the services. Buyer agrees to name Seller as an additional named insured by endorsement with respect to the coverages required to be maintained by Buyer pursuant hereto and Buyer’s insurance coverages shall be primary to and not concurrent with any insurance coverages maintained by Seller. Buyer waives any and all rights of subrogation as against Seller. Buyer also agrees that it shall provide Seller with Waivers of Subrogation by endorsement on its insurance policies with respect to the insurance coverages described herein.

1. This Contract (including Exhibits and addenda hereto) and the Warranty Document is the final, complete, exclusive and fully integrated record of the agreement between Seller and Buyer concerning the subject matter hereof and supersedes all prior and contemporaneous understandings or agreements of Buyer and Seller. Only the specifications stated herein and the drawings or plans prepared or provided by the Seller shall apply to this Contract. Seller is not required to seek or obtain approval by Buyer, any agents or representatives of Buyer or any third party, including, without limitation, any owner, architect, engineer or project manager, for any goods supplied hereunder, including any approval prior to manufacture of the Steel Buildings. No understanding, promise or representations, and no waiver, alteration or modification of any of the provisions hereof shall be binding upon Seller unless consented to expressly in writing signed by an authorized officer 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 statements or representations shall be recognized or be binding upon Seller. This Purchase Order expressly limits acceptance to the terms of this Purchase Order. Any and all provisions of Buyer’s purchase order or other documents of Buyer that add to or differ from these terms and conditions are EXPRESSLY REJECTED. Notice of objection is hereby given to additional or different terms not contained herein. No waiver of these terms or acceptance of others shall be construed from any failure of the Seller to raise objections. The failure of the Seller to exercise any rights under this Contract, upon the Breach or default by the Buyer or otherwise, shall not be a waiver of the Seller’s subsequent ability to exercise that right. If any provision contained in this Contract (or its application to any person or circumstance) shall to any extent be held void or invalid by a Court 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 of the law. This Contract is personal in nature and is not assignable by Buyer without Seller’s written consent. This Contract shall be binding upon and inure to the benefit of the employees, officers, directors, agents, trustees, beneficiaries, successors and permitted assigns of each of the parties. This Contract, the performance thereof, and any dispute, controversy or claim arising from the relationship of the parties to this Contract, shall be governed, construed and enforced according to the laws of the State of Colorado. Application of the United Nations Convention on Contracts for the Sale of Goods is hereby excluded. If a Court deems any of the language herein to be vague or ambiguous such language shall not be preemptively construed against either party but shall be construed so to give effect to the true intention of the parties. Buyer may request changes or add extras. Seller shall only be bound to comply with changes or extras contained in a change order signed by an officer of Seller and by Buyer or Buyer’s agent, specifying the modification to the goods and to the Total Purchase Price (“Change Order”).This Contract may be executed in multiple counterparts each of which shall be deemed an original and together shall constitute but one and the same Contract. Counterparts of this Contract may be exchanged via electronic facsimile machines or by PDF. An electronic facsimile or PDF of a party’s signature shall be deemed to be an original signature for all purposes. THE BUYER, EVIDENCED BY INITIALING THE ACKNOWLEDGEMENT THAT HE/SHE HAS REVIEWED AND, AFTER REVIEW, AGREED TO THE T&C, UNCONDITIONALLY ACCEPTS THIS PO INCLUDING THESE T&C AS IF FULLY EXECUTED IN PERSON AND FURTHER WAIVES ANY RIGHT TO CLAIM INVALIDITY BASED ON A LACK OF A WRITTEN SIGNATURE.

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Terms & Conditions

Last modified: May 26, 2015 (view archived versions)

This Contract shall become a binding contract upon its acceptance in writing by an authorized representative of Seller (“Contract”) and thereafter cannot be canceled or modified by Buyer under any circumstances without Buyer first reaching an agreement in writing with Seller covering all of Seller’s damages and/or remedies as set forth in this Contract.

Buyer will make a non-refundable up‐front payment to Seller for the preparation of building drawings (“building drawings”) and/or the purchase of steel materials to be used in the building contracted for between Buyer & Seller.

Seller has the right to modify or substitute for the design of the building or substitute manufacturer equivalent products, so long as the new design and/or equivalent products continue to meet the specifications in this Contract for width, length, eave height and wind and snow loads. Specifications for buildings, components, materials and goods and the warranties may differ from those appearing in Seller’s brochures, advertisements, communications and websites due to supply, demand and availability of materials and goods. Seller reserves the right and Buyer accepts that modifications to the structure can and will be made including but not limited to girt and purlin depth, girt and purlin type, girt and purlin spacing, haunch clearances, inside rafter and column depth, anchor bolt patterns, overall building weight, member type, and/or color selections.

(A) Buyer, upon being notified that the goods are ready for shipment, shall receive and accept delivery of the goods within seven (7) calendar days of such notification. If the Buyer fails or refuses to accept delivery of the goods within said seven (7) day period, and make payment in accordance with the terms of this Contract, then Buyer will be in Breach of the Contract and Seller shall be entitled to recover all damages as provided in Paragraph 5 of the Contract. Unless otherwise specified, shipments are FOB to the “Shipping Address” on the face of the Contract. Title of goods and all risk of loss shall pass to Buyer upon Seller’s tender of delivery of the goods to Buyer at the Delivery Destination. Buyer shall bear risk of loss as soon as the truck bearing the building or other goods arrives at the Delivery Destination and thus all risk of loss during the period of unloading, including personal injury, or any other liability, is upon the Buyer. Buyer is solely responsible for unloading and for having the necessary equipment and labor to unload the building and the goods from the delivery truck, including a forklift. Buyer shall pay the driver the full balance due COD by bank cashiers or certified check before unloading commences. All delivery, fuel, handling and freight charges, are estimates only and are subject to adjustment and increase at the time the building and goods ordered hereunder are ready for shipment based on any increase in Seller’s costs, charges or changes in Seller’s delivery policy. All increases in delivery, handling and freight costs shall be paid in full by Buyer to Seller prior to shipment of the building and goods ordered hereunder. Buyer shall be responsible for any and all transportation, handling and storage charges that are not specified on the face hereof and for all demurrage and special shipping charges if the job-site cannot be accessed by an eighty (80) foot long semi‐truck (cab and flatbed). Seller shall not be responsible. Seller shall not be responsible for spotting, switching, drayage, demurrage or other transportation charges unless agreed to in writing prior to delivery. Buyer may also specify and use a designated freight carrier at Buyer’s cost, but in the absence of such specification, goods will be shipped by the method and carrier chosen by seller. Notwithstanding anything to the contrary herein, if Buyer takes delivery at the factory or if Buyer specifies the carrier for shipment, then delivery shall be FOB from the factory and Buyer shall bear the risk of loss after the ordered goods are delivered to the carrier for shipment. Unless otherwise indicated on the face of this Contract, all shipment is via CONSOLIDATED or COMMUNITY FREIGHT and not “private freight” and Buyer’s products will not be shipped alone, but will be shipped with those of other Buyers, if any. Seller shall not be responsible or liable for any shortages in or damages to materials or goods that are caused by any third party delivery service (including a trucking service), whether or not such delivery service is hired by Seller. In any such case, any claim of Buyer shall be made solely against the delivery service. Notwithstanding the foregoing, title of goods under this Contract shall, at Seller’s sole option, revert to Seller, if any payment by or for Buyer is not made in accordance with this Contract, if any check provided by or for Buyer is dishonored or is otherwise unable to be cashed by Seller or if any wire transfer or credit card payment or any portion thereof made by or for Buyer to Seller is reversed or is not fully paid to Seller. If any payment hereunder is made by credit card, Buyer by its signature on the face hereof authorizes Seller to charge the credit card for all amounts due hereunder.

(B) Seller also offers deeply discounted contract prices to direct Buyers contingent upon Buyer’s provision of all information and documents necessary to ensure prompt manufacture and delivery. Buyer must provide all requested information and return all forms provided by Seller such that the Metal Building and/or components may be scheduled for fabrication within thirty (30) days of the contract date, and delivered to the Buyer within ninety (90) days of the contract date. If Buyer fails to sign the fabrication release form within thirty (30) days of the contract date, Buyer will be required to pay the Building List Price (and not the discounted price quoted in the Contract), plus any cost increases incurred by Seller due to intervening increases in the price of steel or other commodities.

(C) Buyer agrees that any delivery dates stated by Seller shall be estimates only, may be subject to change by Seller without notice, and are based, among other things, on manufacturing and delivery schedules and Seller’s prompt receipt from Buyer of all information and documents Seller needs to supply the goods ordered. Seller will use reasonable efforts to meet the indicated delivery date(s) but Seller is not responsible or liable for its failure to do so. Seller shall not under any circumstances be liable to Buyer for any actual, special, punitive, incidental, consequential, direct or indirect damages of any kind whatsoever incurred by Buyer, which are caused by any delay(s) in delivery or performance hereunder by Seller, without regard to the cause of any such delay or failure(s), and the Buyer specifically waives and promises not to assert any claims for damages against Seller arising therefrom. Seller shall not under any circumstances be liable to Buyer or to any third party for damages due to delay, default, or failure to perform by Seller hereunder, including but not limited to, delays, defaults or performance failures beyond Seller’s control, such as acts of God; acts of Buyer; acts of civil or military authority; fires; strikes or other labor disturbances; floods; disasters; epidemics, wars; terrorism; riots; disturbances; delays in transportation; accidents; and inability to obtain the necessary labor, materials, components; or acts by manufacturing facilities (“Force Majeure”).

(D) Seller will attempt to make complete delivery, but Buyer agrees that the Seller may, in its discretion, make partial shipments of the order with the COD amounts being adjusted proportionally by shipment. Notwithstanding the preceding sentence, the full amount of the balance shown on the face hereof must be paid by Buyer at time of time of delivery of the building or structure, even though items obtained from third party vendors, such as but not limited to, overhead doors, sliding doors, roll up doors, insulation, skylights, mezzanines, bar joists, decking and windows (hereinafter “Special Products”) have not yet been delivered. Buyer specifically agrees that Seller is not responsible or liable for timeliness of delivery of Special Products or for the suitability of Special Products for any particular use.

All goods purchased under this contract are “specially ordered” goods. Buyer agrees that, in the event Buyer attempts to rescind or cancel this Contract or in the case of a breach, repudiation or default by Buyer hereunder (collectively, a “Breach”), Seller’s full damages will be difficult to measure and, therefore, Seller must take all necessary actions and/or pursue all remedies to safeguard Seller’s position including, but not limited to, placing liens on the property (land and other structures existing on the land) that the building has been or will be placed upon and/or the property designated as the “shipping address” specified by Buyer on the Contract. Seller and Buyer agree that, in the event of a Breach by Buyer, Seller is entitled to recover the following liquidated damages from Buyer: (i) 60% of the Building List Price quoted in the Contract if Buyer’s Breach occurs prior to Seller’s purchase of materials, parts and/or components or submission of the building order for fabrication; and (ii) 100% of the Building List Price quoted in the contract, plus all shipping, return freight, procurement charges, handling and storage costs, if Buyer’s Breach occurs after Seller has purchased materials, parts and/or components or scheduled the building order for fabrication. A Breach entitling Seller to the liquidated damages includes, but is not limited to, Buyer’s: failure or refusal to cooperate with Seller in providing information or returning signed and completed forms necessary to submit the building for fabrication; failure to schedule delivery of the goods; failure or refusal to accept delivery or Seller’s scheduled delivery date; placing the order on hold for more than seven (7) days; failure to respond to communications from Seller for a period of thirty (30) days; failure to finalize and/or approve fabrication or change order documentation within thirty (30) days of execution of this Contract; failure to make any payment when due and in the manner required hereunder; attempted, threatened or actual cancellation or rescission of this Contract; and anticipatory repudiation or repudiation of this Contract. If the price of the building has been increased by the manufacturer or an increase in commodity prices after the Buyer has caused a delay, this Contract will be deemed to have been amended to include all price increases caused by such delay and Buyer’s payment obligations hereunder will be increased to reflect such price increases. Buyer agrees that the amount of liquidated damages specified herein is not a penalty and constitutes an actual good faith reasonable estimate of the actual damages that Seller likely will incur due to a Breach by Buyer. As an alternative to recovering liquidated damages from Buyer, or in the event the liquidated damages clause is found to be unenforceable for any reason, Seller may, in its sole discretion, elect to recover from Buyer the costs or damages Seller has incurred by reason of the Breach (such as increased manufacturing, delivery or storage costs). Buyer agrees that, in the event of a Breach by Buyer, all damages shall be immediately due and payable to Seller. In the event that Buyer Breaches this Contract, Buyer shall also be liable for any attorney fees and costs incurred by Seller arising from such Breach to the maximum extent allowed by law.

All goods purchased by Buyer hereunder shall be deemed fully accepted by Buyer upon acceptance of delivery. All claims for shortages of bulk packages or bundles as compared to the bill of lading or for alleged damages or defects caused by shipment of the goods shall be deemed waived unless any such claims are noted in writing on the driver’s copy of the bill of lading at the time of delivery. All claims for alleged damages to and shortages of goods within concealed containers (i.e. parts inside boxes or crates) shall be reported in writing to Seller within thirty (30) days of the date of delivery or the claims are waived. All claims for undelivered Special Products must be reported in writing to Seller within forty-five (45) days of the date of delivery of the building or structure or the claims are waived. All written notices shall state with particularity each and every alleged damage, defect, shortage and/or undelivered good or Special Product claimed by Buyer.

Seller may demand, and Buyer shall immediately pay, additional amounts up to the Building List Price, if: (i) Seller becomes insecure about Buyer’s willingness, intent or ability to perform Buyer’s financial or other obligations hereunder; (ii) Seller deems Buyer’s credit to be impaired; or (iii) Buyer threatens to breach or rescind this Contract. Buyer’s failure to tender such additional amount as required by Seller shall constitute a Breach of this Contract and entitle Seller to all damages identified in Paragraph 5. In addition, upon Buyer’s Breach, Seller shall have the right to retain all payments made by Buyer (including amounts above the building drawing payment), and such retention shall not impair any other remedies available to Seller under this Contract or at law or equity.

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 goods, pay for the same without set‐off against or reduction in any amount payable hereunder, and make a claim under Seller’s or third party’s warranty, as may be applicable. Buyer’s sole and exclusive remedy against Seller in lieu of all other remedies available to Buyer shall be pursuant to this Section 8 and Sections 9, 10, 11 and 12 below.

BUYER’S SOLE AND EXCLUSIVE REMEDIES AND DAMAGES FOR ANY SHORTAGES OR DEFECTS IN THE GOODS SHALL, AT SELLER’S SOLE ELECTION, BE LIMITED TO ONE OF THE FOLLOWING: (1) SELLER’S FURNISHING REPLACEMENT PARTS; HOWEVER, SELLER SHALL NOT BE REQUIRED TO INCUR COSTS FOR: A) DISMANTLING ORIGINAL PARTS OR THE INSTALLATION OF REPLACEMENT PARTS, B), FIXING OR REPLACING WORK OR PARTS OF ANY THIRD PARTY,; OR C) LABOR CHARGES OR OTHER COSTS INCURRED IN CONNECTION THEREWITH; (2) SELLER’S REPAIR OF DEFECTIVE GOODS, WHICH DOES NOT INCLUDE THE REMOVAL, UNCOVERING OR RESTORATION OF ANY THIRD PARTY’S WORK TO EFFECTUATE THE REPAIR, AND SELLER SHALL ONLY BE LIABLE FOR REPAIRS THAT ARE AUTHORIZED IN WRITING BY SELLER PRIOR TO THE REPAIR WORK BEING COMMENCED; OR (3) SELLER’S PROVISION OF A CREDIT TO THE BUYER BASED ON SELLER’S DETERMINATION OF SELLER’S COST OF REPLACING SHORTED OR DEFECTIVE GOODS. BUYER’S REMEDIES HEREUNDER SHALL BE IN LIEU OF ALL OTHER REMEDIES AT LAW OR EQUITY. BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER RIGHTS, CLAIMS AND REMEDIES AGAINST SELLER NOT EXPRESSLY PROVIDED FOR IN THIS CONTRACT OR THE WARRANTY DOCUMENTS. BUYER AGREES TO DEFEND, INDEMNIFY AND TO HOLD SELLER HARMLESS FROM ANY AND ALL LOSS, COSTS, CLAIMS, SUITS, DAMAGES AND ATTORNEYS’ FEES ARISING FROM ANY ALLEGED OR REAL INJURY (INCLUDING PERSONAL INJURY) TO ANY PERSON OR PROPERTY THAT ARISES OUT OF WORK PERFORMED OR MATERIALS SUPPLIED HEREUNDER OR ANY OTHER CLAIM OR SUIT ARISING OUT OF THIS CONTRACT.

Subject to the terms, conditions, limitations and exclusions contained herein, Seller provides a thirty‐five (35) year roof panel rust perforation warranty, a forty (40) year wall panel rust perforation warranty, and a one (1) year warranty that the building or structure purchased by Buyer is substantially free from material defects in materials and workmanship. These warranties commence on the date of shipment from the factory (collectively, Seller’s Limited Warranties”). SELLER'S LIMITED WARRANTIES DO NOT COVER ANY DEFECTS OR DAMAGE CAUSED BY OR RESULTING FROM: EARTHQUAKES, TORNADOES, TEMPESTS, FLOODING, HURRICANES, LANDSLIDES, FIRES, LIGHTNING AND OTHER ACTS OF GOD (INCLUDING EXCESSIVE WIND LOADS AND SNOW LOADS AND SEISMIC CONDITIONS); FALLING OBJECTS; ACCIDENTS; VANDALISM; AGGRESSIVE ATMOSPHERIC CONDITIONS (INCLUDING BUT NOT LIMITED TO SALT WATER, CORROSIVE CHEMICALS, FUMES, ASH, ANIMAL WASTE, OR HUMIDITY); LONG TERM CHANGES IN WEATHER; IMPROPER ERECTION, INSTALLATION, OR STORAGE PROCEDURES; MOISTURE ENTRAPPED IN OR ON STORED BUNDLED COMPONENTS; STORAGE OR INSTALLATION OF PANELS, SHEETING, PURLINS, GIRTS, OR MAIN FRAMES IN A MANNER ALLOWING STANDING WATER, MOISTURE OR OTHER SUBSTANCES TO REMAIN BETWEEN, ON, OR OVER THESE COMPONENTS; DETERIORATION CAUSED BY ANY CORROSIVE OR ANY CONDENSATE OF ANY HARMFUL SUBSTANCE; CASCADING WATER ON COMPONENTS OR STANDING WATER ON COMPONENTS IN A NON VERTICAL APPLICATION; STORAGE OF BUNDLED COMPONENTS IN CONDITIONS OF HUMIDITY, HIGH HEAT, OR EXTREME COLD; DEFECTS OR FAILURE IN THE FOUNDATION; UNAUTHORIZED MODIFICATIONS TO OR IMPROPER ERECTION OF THE ROOF, PANELS OR BUILDING; HANGING OR PLACING ANY OBJECT OR ANY WEIGHT ON THE ROOF OR BUILDING; LOADING CONDITIONS IN EXCESS OF THOSE SPECIFIED FOR THE BUILDING; PRODUCT MISUSE, ABUSE OR NEGLECT; IMPROPER MAINTENANCE; MODIFICATION OF FLASHINGS, ROOF PENETRATIONS OR ACCESSORY DETAILS; NORMAL WEAR AND TEAR, REGARDLESS OF CAUSE; AND ANY DEFECT OR DAMAGE CAUSED OR CONTRIBUTED BY BUYER OR THIRD PARTIES. BUILDING COMPONENTS ARE INTENDED TO BE ERECTED UPON DELIVERY AND NOT TO BE STORED IN ORDER TO PREVENT DETERIORATION. SELLER’S LIMITED WARRANTIES EXCLUDES ALL DAMAGE AND DETERIORATION TO COMPONENTS OF THE STEEL BUILDING RESULTING FROM EXPOSURE TO THE ELEMENTS AND SURROUNDING ENVIRONMENT, INCLUDING HUMIDITY, RAINFALL, STANDING WATER, HIGH HEAT AND EXTREME COLD, IF ERECTION OF THE STEEL BUILDING DOES NOT OCCUR WITHIN THIRTY(30) DAYS OF THE DELIVERY DATE. EXCEPT AS PROVIDED HEREIN, ALL DOORS, WINDOWS, INSULATION, OTHER SPECIAL PRODUCTS, EQUIPMENT, CRANES, FASTENERS (STAINLESS STEEL AND OTHERWISE) AND BUILDING PAINT AND COATING ON THE SIDEWALL PANELS AND ROOF PANELS ARE NOT WARRANTED BY SELLER AND ARE WARRANTED SOLELY AND TO THE EXTENT PROVIDED BY THE STEEL MILL(S), COATING APPLICATOR(S), MANUFACTURER(S) AND VENDOR(S), SUBJECT TO THE TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS OF THEIR RESPECTIVE WARRANTIES. SELLER WILL PASS THROUGH TO BUYER ANY AVAILABLE WARRANTY GIVEN BY STEEL MILLS, COATING APPLICATORS, MANUFACTURERS OR VENDORS TO THE EXTENT SUCH WARRANTY IS ASSIGNABLE OR MAY BE PASSED THROUGH OR TRANSFERRED TO BUYER, SUBJECT TO ALL TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS THEREOF. SELLER MAKES NO REPRESENTATION OR COVENANT AS TO WHETHER OR THE EXTENT TO WHICH ANY SUCH WARRANTY MAY BE PASSED THROUGH, ASSIGNED, OR TRANSFERRED TO BUYER. THE TERMS OF A THIRD PARTY’S LIMITED WARRANTY ARE SUBJECT TO CHANGE AND SELLER IS NOT RESPONSIBLE FOR ANY CHANGES THAT OCCUR IN A THIRD PARTY’S WARRANTY. COPIES OF THIRD PARTY WARRANTIES ARE AVAILABLE UPON WRITTEN REQUEST TO SELLER. FOR BUILDING PAINT WARRANTY, BUYER MUST REQUEST TO HAVE WARRANTY DOCUMENTS DRAFTED AND SIGNED BY SELLER. THIS DOCUMENT DOES NOT PROVIDE FOR PAINT OR FINISH WARRANTY. PRIMER COATINGS ARE NOT WARRANTED AT ALL AND ARE ONLY MEANT TO PROTECT FRAMING MEMBERS DURING THE PROCESS OF CONSTRUCTION AND DELIVERY AND FOR NO OTHER PURPOSE. THERE IS NO WARRANTY ON THE BUILDING FOR WEATHER TIGHTNESS OR AGAINST WATER OR AIR INFILTRATION FROM ROOF OR SIDE WALL PANELS OR ANY OTHER COMPONENTS OF THE BUILDING AND THE BUILDING IS NOT WARRANTED FOR WEATHER TIGHTNESS IN ANY REGARD OR RESPECT. BUILDING COMPONENTS THAT ARE NOT PURCHASED FROM SELLER AS A PRE‐ENGINEERED BUILDING PACKAGE ARE EXCLUDED FROM SELLER’S LIMITED WARRANTIES AND NO WARRANTIES ARE PROVIDED ON ANY SUCH COMPONENTS. SELLER’S LIMITED WARRANTIES ARE VOID AND ARE NO LONGER IN EFFECT (A) IF THE BUILDING OR OTHER GOODS ORDERED FROM SELLER ARE MOVED FROM OR NOT ERECTED AT THE ERECTION LOCATION ON THE FACE HEREOF; (B) IF THE GOODS ORDERED, INCLUDING THE BUILDING, ARE RE‐SOLD BY BUYER OR OWNERSHIP IS TRANSFERRED TO A THIRD PARTY; (C) TO THE EXTENT THAT THE GOODS ORDERED, INCLUDING THE BUILDING OR ANY COMPONENTS SUPPLIED BY SELLER ARE MODIFIED BY BUYER, OR ANY THIRD PARTY WITHOUT SELLER'S PRIOR WRITTEN CONSENT; OR (D) IF BUYER OR ITS BUILDING ERECTOR FAILS TO FOLLOW THE SPECIFICATIONS AND INSTRUCTIONS CONTAINED IN THE CONSTRUCTION DRAWINGS AND ERECTION MANUALS AND GUIDES SUPPLIED TO BUYER. SPECIFIC NOTES AND DETAILS SHOWN ON CONSTRUCTION DRAWINGS TAKE PRECEDENCE OVER THE BUILDING ERECTION MANUALS AND GUIDES SUPPLIED. IF THE BUILDING PURCHASED HEREIN INCLUDES A STANDING SEAM ROOF SELLER’S LIMITED WARRANTIES WILL BE VOID UNLESS (A) THE ENTIRE BUILDING IS ERECTED BY A PERSON CERTIFIED BY THE BUILDING MANUFACTURER AS TRAINED AND QUALIFIED TO ERECT THE STANDING SEAM ROOF PURCHASED BY BUYER; AND (B) BUYER LEASES OR PURCHASES AT BUYER’S OWN COST AND EXPENSE FROM AN EQUIPMENT VENDOR OR LESSOR APPROVED BY THE BUILDING MANUFACTURER, THE CORRECT SEAMING EQUIPMENT REQUIRED FOR INSTALLATION OF THE SPECIFIC STANDING SEAM ROOF PURCHASED BY BUYER AND SUCH EQUIPMENT IS USED IN THE INSTALLATION OF THE STANDING SEAM ROOF. UNLESS SPECIFICALLY STATED IN A SEPARATE ADDENDUM EXECUTED BY BUYER AND SELLER, SELLER MAKES NO COVENANTS, REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE BUILDING OR ANY COMPONENTS OR MATERIALS THEREOF ARE ELIGIBLE OR WILL MEET APPLICABLE CRITERIA FOR POINTS FOR LEED® CERTIFICATION. BUYER IS RESPONSIBLE FOR ORDERING BUILDING COMPONENTS THAT ARE FIT FOR WHATEVER PURPOSES BUYER MAY HAVE FOR THE BUILDING AND THAT BUYER INTENDS TO ERECT FROM THE COMPONENTS. ADDITIONAL TERMS, CONDITIONS, LIMITATIONS AND EXCLUSIONS ARE CONTAINED IN SELLER’S WARRANTY DOCUMENT AND ARE INCORPORATED HEREIN BY THIS REFERENCE. BUYER SHALL COOPERATE FULLY WITH SELLER IN THE EVENT OF A WARRANTY CLAIM ON GOODS ORDERED INCLUDING ALLOWING INSPECTIONS ON THE ERECTION LOCATION. SELLER’S LIMITED WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.

All claims under Seller’s Limited Warranty (Section 10) must be in writing and received by Seller within the applicable warranty period. Written notice of all warranty claims shall be mailed by certified mail, return receipt requested, during the warranty period to Seller’s President, at Armstrong Steel, 5889 Greenwood Plaza Blvd, Greenwood Village, Colorado, 80111. In order to be valid, the written notice must identify with particularity each and every alleged claim and defect. All warranty claims not made or initiated or for which written notice has not been given during the warranty period are waived and barred and Buyer shall have no remedy on account of any such claim.

SELLER SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, COSTS, LOSS OF PROFITS, LOSS OF USE, OR LOSS OF REVENUE CAUSED, IN WHOLE OR IN PART, BY THE PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION CONTAINED IN THIS CONTRACT, BREACH OF THIS CONTRACT, NEGLIGENCE IN THE COURSE OF SUCH PERFORMANCE, OR OTHERWISE RESULTING IN ANY MANNER FROM PROVISION OF THE GOODS OR SERVICES HEREUNDER, REGARDLESS OF WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY. SELLER SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, EXPENSE OR DAMAGE CAUSED IN WHOLE OR IN PART, OR ARISING OUT OF, THE ACTS OR OMISSIONS OF BUYER OR THIRD PARTIES (INCLUDING WITHOUT LIMITATION CARRIERS) WHETHER BY NEGLIGENCE, FAILURE TO MAINTAIN THE BUILDING OR OTHERWISE. SELLER SHALL NOT BE RESPONSIBLE TO BUYER FOR ANY FORM OF DAMAGES NOT SPECIFICALLY REQUIRED BY STATUTE. SELLER’S MAXIMUM LIABILITY TO BUYER RELATED, IN ANY WAY, TO THE TRANSACTION OF THE PARTIES SHALL BE LIMITED TO RETURN OF ANY MONIES PAID TO SELLER PURSUANT TO SECTION 2 OF THIS AGREEMENT.

Buyer is solely responsible for investigating and ascertaining all zoning by‐laws, rules, regulations and ordinances and all building codes and building permit requirements applicable in and to the area or territory where the building or structure purchased hereunder is to be erected (“Building Laws”) in order to ensure compliance with all applicable Building Laws. Buyer is solely responsible for designing a building or structure that will fit Buyer’s particular needs and that complies with all applicable Building Laws and for providing Seller with the specifications therefore. All building specifications set forth on the face hereof have been provided to Seller by Buyer based on Buyer’s own due diligence, judgment and determination as to Buyer’s erection location, expected use and occupancy requirements, and all applicable Building Laws. Buyer agrees that the materials, goods and specifications described herein are in all respects the materials, goods and specifications required by Buyer, and Buyer accepts sole responsibility for correcting any nonconformity between the materials, goods and specifications stated herein and in Change Orders and the materials, goods and specifications required by Buyer and the Building Laws. Seller shall not be liable for any damages or losses, of any kind or nature, whether actual, incidental, special, punitive, consequential or direct or indirect, sustained due to the building’s non‐compliance with such Building Laws or Buyer’s particular requirements. The building or structure ordered is suitable only for the erection location on the face hereof. Seller shall not be liable to Buyer for any costs, fees and charges of any nature whatsoever incurred in Buyer’s design, manufacture or installation of any building slabs, foundations and/or footings or otherwise incurred by Buyer in connection with construction of the structure or building. Specifications to be provided to Seller by Buyer include: (a) building or structure dimensions (width, length, eave height and roof pitch and roof type), (b) the location and size of manufacturer cut openings, (c) sidewall sheeting color, (d) roof coating (Galvalume or colored roof panels), (e) trim color, (f) wind, snow (ground and roof), live and collateral loads, deflections and seismic coefficients, (g) snow and wind exposure, and (h) all components of the building or structure ordered and accessories therefore, including Special Products. Buyer is responsible for making all payments to obtain and for obtaining all required building permits and for any other authorization needed to erect or construct the building or structure, including supplying at Buyer’s own cost any drawings, plans or information required to obtain building permits or any authorization needed for construction. Seller shall not be liable for design deficiencies set forth in specifications or drawings provided by Buyer or any other party, and correction of same shall be at Buyer’s expense. Unless otherwise indicated on the face, Buyer agrees to install roof and wall insulation in, and to continuously heat, the building.

Any taxes which Seller may be required to pay or collect under existing or future laws related to this agreement shall be reimbursed, paid or indemnified by Buyer. It is expressly understood that if the rate of any applicable taxes is changed by the taxing authorities, Buyer shall pay in full the taxes set forth by those authorities and agrees to indemnify Seller for any cost or liability for Buyer’s failure to do so. Buyer shall promptly pay the amount of such taxes to Seller upon demand and shall indemnify and hold Seller harmless against any sales tax liability assessed against Seller.
Building size and all other dimensions are approximate and intended to identify standard sizes sold by the Seller. Except when specifically indicated, all dimensions are exterior dimensions. No warranty or representation is given by the Seller as to exact dimension, as the same will vary based upon concrete base and other factors. In particular, all vertical measurements are taken from the elevation at the base of the steel columns of the building shown in the drawings, and do not take into account differing elevations for the building that may result due to finished concrete floor or other floor elevations. Identification of gauge is subject to permissible industry variations and is intended to identify general gauge designations by steel producers.

Buyer may request changes to the building and/or components identified in this Contract. Any such changes shall be subject to a Change Order fee. Upon receipt of any requested changes by Buyer, Seller shall notify Buyer of any additional costs incurred as a result of Buyer's additions or changes and shall prepare supplemental detailed approval drawings needed due to Buyer’s requested changes. If the signed and approved/modified drawings and any Change Order or other forms required from Buyer are not received by Seller in fourteen (14) days of submission to Buyer, Buyer will forfeit any and all discounts applied to Buyer's Contract, be required to pay the Building List Price set forth in the Contract plus any other costs or price increases incurred by seller, and be deemed in breach of the Contract. Further, Buyer understands and agrees that the building described on this Contract may be subject to a fabrication deposit at time of request for delivery and Buyer agrees to pay same upon request. This fabrication deposit will be deducted from the final total price of the invoice and will in no way affect the total building price. Further, in the event of a Breach by Buyer, Buyer irrevocably gives Seller right to act as Buyer's attorney‐in‐fact to sell building to any third party at a price to be determined by Seller.

Upon request, Seller may supply the name(s) of: potential manufacturers or vendors to supply additional components; contractors to install concrete, to erect the building or to install building components, or to perform other work pertaining to construction of the building; engineers to design a foundation for the building; and engineers or architects for performance of other work related to construction of the building. Seller has not investigated such persons and the provision of name(s) does not constitute a representation or recommendation regarding their skill or competence. It is important that Buyer conduct and rely solely on its own investigation in selecting a manufacturer, vendor, contractor, engineer or architect. Buyer acknowledges and agrees that Seller is not an agent, employee, or representative of and is not responsible or liable for the acts or omissions of manufacturers, vendors, contractors, engineers or architects.

Structural design of the building or structure ordered is based on the interaction of all its component parts. Failure to make adequate provision for excessive stresses or instability occurring from whatever cause during construction is the sole risk of the Buyer. Seller makes no representation as to the adequacy of the loads ordered by Buyer. Buyer is solely responsible for ascertaining that the loads and factors for the building and components ordered are adequate for the intended erection location, use and occupancy of the building or structure and that no loads other than those specified shall be imposed thereon. If this Contract is for parts or less than a complete, fully enclosed structure, Buyer assumes all responsibility for the strength, structural integrity and capacity of the building or structure unless the manufacturer certifies same in writing. Buyer is solely responsible for designing and constructing a foundation for the building or structure suitable for the Buyer’s particular use of same. Seller has no responsibility or liability whatsoever to Buyer or any third party for the erection or construction of the building, structure, components or goods purchased hereunder, including any loss or damages sustained by Buyer, even if Buyer utilizes the services of a person whose name is provided by Seller to perform work or services relating to the construction or installation of the building, components or goods purchased. With the sole exception of those claims expressly permitted to Buyer against Seller set forth in this Contract, Buyer agrees to defend, indemnify and hold Seller harmless from any and all losses, costs, expenses, claims, suits, demands and damages, including attorney's fees, arising from or in connection with any alleged or real injury, including injury to any person or to property, incurred or asserted in connection with or as a result of work performed or materials supplied by Seller hereunder or any work performed by or for Buyer in connection with the erection, construction or installation of the Steel Building, components or goods purchased, or any other claim or suit arising out of this Contract. Buyer's duty to defend, indemnify and hold Seller harmless, includes, but is not limited to, any such losses, costs, claims, suits, damages and attorneys’ fees arising from or incurred in connection with Seller's performance hereunder, any actual or alleged default by Seller hereunder, any actual or alleged breach of Seller's obligations hereunder or any actual or alleged negligence, act or omission on the part of Seller, Buyer or any third party acting on Buyer’s behalf.

Buyer is solely responsible for assuring that soil and subsoil conditions at the construction site are of sufficient density and have a sufficient soil bearing capacity to support and sustain the foundations for the building, the building loads, and any materials, goods or equipment stored in the building. 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 should take precautions to properly maintain the building once erected to ensure that no damage is caused by the accumulations of snow or ice, including removal of snow and ice from the roof and walls. Buyer understands that metal components are not machine precision manufactured and some field cutting, drilling or welding might be necessary for construction. Buyer accepts responsibility for making minor field modifications.

The Total Purchase Price is subject to re‐costing if the full amount of the building drawing payment is not made at the time Buyer signs this Contract or if Buyer delays or postpones Buyer’s or Seller’s performance hereunder. Examples of such delay include Buyer’s failure to: provide information or return completed and signed forms required by Seller; failure to cooperate in scheduling of delivery; accept the delivery date scheduled by Seller within seven (7) days of notice from Seller; promptly provide information needed by Seller to manufacture or procure goods; or make any payment when and in the manner due hereunder. In such event without limiting or waiving of any of Seller’s rights hereunder or at law, Seller may demand and Buyer shall thereupon immediately pay Seller all increased costs that occur or are incurred after the Acceptance Date due to such acts of Buyer, including without limitation, increased materials, labor, freight, and delivery costs and related surcharges and storage fees (“Increased Costs”) and the Total Purchase Price shall be automatically increased by such Increased Costs. Without limiting or waiving the remedies or rights available to Seller under any other provision hereof, if Buyer does not, within, seven (7) days of notice from Seller accept the delivery of the building or the goods ordered hereunder on the delivery date scheduled by Seller, (i) any future delivery date requested by Buyer shall be subject to Seller’s schedule at the time of request by Buyer (and Seller may therefore need to postpone delivery from Buyer’s desired rescheduled date), and (ii) after such future delivery date is rescheduled by Seller, Seller may notify Buyer of any Increased Costs that are due to the Buyer’s delay of Seller’s manufacture, delivery or other performance and Buyer agrees that it shall pay Seller all Increased Cost upon demand. Buyer specifically agrees that Seller will not be required under any circumstances ship the building or any ordered goods to Buyer until all Increased Costs and other increases and charges due to Seller, whether by reason of re‐costing, Buyer’s delay, Change Orders, changes to drawings, or increases due under any provision of this Contract, are first paid in full by Buyer to Seller in advance of delivery, such that the only amount to be due and payable COD upon delivery of the building or structure ordered hereunder is the original balance due on delivery set forth on the face hereof. Failure by Buyer to pay Increased Costs and charges described in this section shall be a Breach by Buyer of this Contract entitling Seller to the damages and remedies described in Section 5.

To secure payment and performance by Buyer of its obligations set forth in this Contract, Buyer hereby grants to Seller a security interest in all Buyer’s rights in the following (collectively, the “Collateral”): (a) the pre‐engineered rigid frame steel building(s) with rigid frames, wall girts, roof purlins, wall and roof panel sheeting and related hardware and accessories which are the subject of this Contract (the “Building(s)”), (b) payments, rights to payment and other contractual rights pursuant to which Buyer is selling or installing the Building(s) for third parties, and (c) all other proceeds of the foregoing. Upon any default in payment or performance of any of Buyer’s obligations under this Contract, Seller may declare all Buyer’s obligations hereunder immediately due and payable. Seller shall have the remedies of a secured party as provided by law, and Buyer hereby authorizes Seller to enter onto Buyer’s real property to exercise such remedies. Seller is hereby authorized to file financing statements covering the Collateral. Buyer will hereafter execute such instruments and perform such acts as Seller may request to establish and maintain a valid security interest in the Collateral in any jurisdiction.

The parties agree that this Contract has been consummated in Arapahoe County, Colorado. It is further agreed that any claim related to or arising under this Contract shall be resolved by mandatory arbitration in Arapahoe County, Colorado, under the commercial rules of the American Arbitration Association (“AAA”). The party initiating arbitration shall advance all costs thereof. This agreement and any dispute, claim or controversy arising out of or relating to this agreement, shall be governed by and interpreted in accordance with the laws of the State of Colorado. The parties have agreed that all questions of arbitrability, including the validity and scope of the arbitration agreement, are reserved for arbitral rather than court determination. Arbitration of any dispute, claim or controversy and the confirmation of any arbitration award shall be only in Denver, Colorado. The Federal Arbitration Act shall govern the enforcement of this arbitration provision. Buyer specifically consents to the resolution of any dispute by arbitration, and hereby consents to the exercise of personal jurisdiction over Buyer by the arbitral forum in Arapahoe County, Colorado, for the resolution of such dispute. The parties agree that the arbitrator will have no authority to award exemplary, punitive, consequential or other purely non-compensatory damages, except as may be required by statute. See 13-21-102(5) C.R.S. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. In addition to any other liability Buyer may have to Seller, Buyer agrees to pay to Seller all legal and other expenses incurred by Seller in collecting any amounts due from Buyer or incurred in any other dispute, claim or controversy arising out of or relating to this agreement. Buyer waives any objection to venue with respect to any arbitration conducted in Arapahoe County, Colorado. Buyer and Seller knowingly and intentionally waive any right to trial by jury in regard to this Contract, including its enforcement or any alleged breach. Seller shall be entitled to recover its attorneys’ fees and costs against Buyer: (a) in any court action in which Seller is required to file, and prevails upon, a motion to compel arbitration in Arapahoe County, Colorado, on a claim related to or arising under this Contract; and (b) in any arbitration proceeding in which Seller is the prevailing party on any claim brought by either party. Any past due amounts shall accrue interest at the rate of 1 ½ % per month.

This Contract (including the purchase order, building and component change or purchase orders, and shipping related documents from Seller to Buyer) shall be the entire agreement of the parties. Where in conflict, the terms contained herein shall control. The parties shall not be bound by any other terms. No agent, employee or representative of Seller has authority to include any term not set forth herein. Only the specifications stated herein and the drawings or plans prepared or provided by the Seller shall apply to this Contract. Seller is not required to seek or obtain approval for goods supplied hereunder by any agents of Buyer, including architects, engineers or project managers. 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 statements or representations shall be recognized or be binding upon Seller. This Contract expressly limits acceptance to the terms of this Contract. Any and all provisions of Buyer’s Contract or other documents of Buyer that add to or differ from these terms and conditions are EXPRESSLY REJECTED. Notice of objection is hereby given to additional or different terms not contained herein. No waiver of these terms or acceptance of others shall be construed from any failure of the Seller to raise objections. The failure of the Seller to exercise any rights under this Contract, upon the Breach or default by the Buyer or otherwise, shall not be a waiver of the Seller’s subsequent ability to exercise that right. If any provision contained in this Contract (or its application to any person or circumstance) shall to any extent be held void or invalid by a Court, the remainder of this Contract (or the application of such provision to persons or circumstances other than those as to which it is held to be invalid) shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent of the law. This Contract shall be binding upon and inure to the benefit of the employees, officers, directors, agents, trustees, beneficiaries, successors and assigns of each of the parties. This Contract, the performance thereof, and any dispute, controversy or claim arising from the relationship of the parties to this Contract, shall be governed, construed and enforced according to the laws of the State of Colorado. Application of the United Nations Convention on Contracts for the Sale of Goods is hereby excluded. If a Court deems any of the language herein to be vague or ambiguous, such language shall not be construed against either party but shall be construed so to give effect to the true intention of the parties. An electronic facsimile or PDF of a party’s signature shall be deemed to be an original signature for all purposes.

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Terms & Conditions

Last modified: November 27, 2017 (view archived versions)

1. The following Terms and Conditions (“T&C”) apply to this Purchase Order ("PO") for all products, goods and/or materials purchased from Seller (sometimes referred to as “Metal Building System”). The T&C and PO collectively constitute the Contract between Seller and Buyer named in the PO. This Contract shall become a binding contract upon its acceptance in writing by an authorized representative of Seller (“Contract”) and thereafter cannot be canceled or modified by Buyer under any circumstances without Buyer first reaching an agreement in writing with Seller covering all of Seller’s damages and/or remedies as set forth in this Contract. By its execution and/or acceptance of this PO electronic or otherwise, Buyer unconditionally and irrevocably accepts these T&C which shall not be waived, modified or amended without the express written consent of Seller’s authorized representative. Terms and conditions contained within any other document or agreement issued by Buyer shall be of no force and effect. Any documents that Buyer may use including, but not limited to, purchase orders or sales acknowledgement forms shall be deemed to be for the administrative convenience of Buyer only, and this PO shall supersede and take precedence over any of Buyer's terms and conditions that may be contained on any such forms. Seller has the right to modify or substitute for the design of the building or substitute manufacturer equivalent products, so long as the new design and/or equivalent products continue to meet the specifications in this Purchase Order for width, length, eave height and wind and snow loads and in any such case Seller shall have no further obligation or liability with respect to any such modification or substitution. Specifications for buildings, components, materials, and goods and the warranties stated herein and in Seller’s Limited Steel Building Warranty document (“Warranty Document”) may differ from those appearing in Seller’s brochures advertisements, communications and websites, due to supply, demand and availability of materials and goods. The specifications and warranties for ordered goods are not modified, controlled by or expanded by any statements contained in any of the foregoing and are solely as stated herein and in Seller’s Warranty Document, which is fully incorporated herein by this reference.
2. Buyer will make a non-refundable up‐front payment to Seller for the preparation of building drawings (“building drawings”) and/or the purchase of steel materials to be used in the building identified in the PO. If any payment hereunder is made by Buyer by ACH, bank draft, or credit card, Buyer by it’s signature on the face of the PO authorizes Seller to debit or charge the bank account or credit card for all amounts due hereunder. The Engineering & Drawings Payment and Change Order payments, if any, paid to Seller are offered in good faith performance of contractual obligations, for Seller’s expenses and as security in the event of Buyer’s Breach. Not withstanding any other provisions to the contrary herein, if: (a) the payment or payments are insufficient to fully cover Seller’s damages in the event of Buyer’s breach; (b) the order is a Special Order; (c) Seller becomes insecure about Buyer’s willingness, intent or ability to perform Buyer’s financial or other obligations hereunder; or (d) Seller deems Buyer’s credit to be impaired, then Seller may demand (i) that Buyer provide such additional assurances as may be requested by Seller that Buyer will perform and is capable of performing Buyer’s obligations under this Contract; and/or (ii) Buyer’s payment of up to the Total Purchase Price, as may be adjusted hereunder, plus storage fees and all other costs, expenses and damages incurred by Seller due to Buyer’s delay or default, prior to Seller’s delivery of any ordered goods. Buyer’s failure to comply with Seller’s demand for additional assurances and/or to pay the Total Purchase Price shall constitute a Breach and Seller shall be entitled to payment of all damages provided for herein and at law. In addition to, or as part of, Seller’s other remedies specified herein, upon Buyer’s Breach, Seller may retain on its own account all payments paid by Buyer, and such retention shall not impair any other remedies available to Seller under this Contract or at law or equity.
3. Buyer acknowledges and agrees that this Contract is not valid for plan and specification projects since it is based on Seller’s product standards only. Any plans, specifications, details, descriptions, drawings, documents, terms, and/or conditions not specifically created by Seller or referred to in this Contract are not a part hereof and are not binding upon Seller. The specifications as detailed or referenced in this PO as well as any final drawings created by Seller shall govern in all instances. Whether stated on the front of the PO or not, Buyer is solely responsible for investigating and ascertaining all zoning by-laws, rules, regulations and ordinances, all building codes, building permit requirements applicable in and to the area or territory where the building or structure purchased hereunder is to be erected (“Building Laws”) , and providing such information to seller. Buyer is solely responsible for designing a building or structure that will fit Buyer’s particular needs and that complies with all applicable Building Laws. All specifications for the building or structure purchased hereunder set forth on the face of the PO have been provided to Seller by Buyer based on Buyer’s own due diligence, judgment and determination as to Buyer’s erection location, use and occupancy requirements, and the requirements necessary for the building or structure to comply with all applicable Building Laws. Buyer agrees that the materials, goods and specifications stated herein are in all respects the materials, goods and specifications required by Buyer and Buyer accepts sole responsibility for correcting any nonconformity between the materials, goods and specifications stated herein and in Change Orders. Seller shall not be liable for any damages or losses, of any kind or nature, whether actual, incidental, special, punitive, consequential or direct or indirect, sustained by the failure of the building or structure ordered to comply with such Building Laws or Buyer’s particular requirements. The building or structure ordered is suitable only for erection at the Shipping Address location on the face hereof. Seller shall not be liable to Buyer for any costs, fees and charges of any nature whatsoever incurred in Buyer’s design, manufacture or installation of any building slabs, foundations and/or footings or otherwise incurred by Buyer in connection with construction of the structure or building. Specifications to be provided by Buyer include: (a) building or structure dimensions (width, length, eave height, roof pitch and roof type), (b) the location and size of manufacturer cut openings, (c) sidewall sheeting color, (d) roof coating (Galvalume or colored roof panels), (e) trim color, (f) wind, snow (ground and roof), live and collateral loads, deflections and seismic coefficients, (g) snow and wind exposure, and (h) all components of the building or structure ordered and accessories therefore, including Special Products. Buyer is responsible for making all payments to obtain and for obtaining all required building permits and for any other authorization needed to erect or construct the building or structure, including supplying at Buyer’s own cost any drawings, plans or information required to obtain building permits or any authorization needed for construction. Seller shall not be liable for design deficiencies set forth in specifications or drawings provided by Buyer or any other party, and correction of same shall be at Buyer’s expense. Buyer understands and agrees that the foregoing items are outside of the scope of the Seller’s knowledge and that Seller assures only that the building will meet specific loadings as ordered by Buyer and only as stated in the PO. Buyer agrees to install roof and wall insulation in, and to continuously heat, the building. Seller will not furnish detailed shop drawings of individual parts of the Metal Building System. Buyer accepts Seller's interpretation of this PO as being correct and further accepts all responsibility for any discrepancies in the Metal Building System.
4. Seller may initiate and Buyer may request changes to the Metal Building System described in this PO. Seller will indicate its willingness to comply with Buyer’s requested changes by preparing a written Change Order and delivering same to Buyer using Buyer's contact information set forth in this PO. Buyer expressly agrees that, if any changes result in added costs of any kind, then Buyer shall bear sole responsibility for such additional costs and the fabrication and delivery time will be extended as determined by Seller in its sole discretion. Buyer agrees any change order issued by Seller shall be deemed an amendment to this PO unless, within 10 days following the date of such change order, Buyer delivers its written objections thereto to Seller’s President or Executive Vice-President.
5. All goods purchased under this contract are “specially ordered” goods. Buyer agrees that, in the event Buyer attempts to rescind or cancel this Contract or in the case of a breach, repudiation or default by Buyer hereunder (collectively, a “Breach”), Seller’s full damages will be difficult to measure and, therefore, Seller must take all necessary actions and/or pursue all remedies to safeguard Seller’s position including, but not limited to, placing liens on the property (land and other structures existing on the land) that the building has been or will be placed upon and/or the property designated as the “shipping address” specified by Buyer on the PO. Seller and Buyer agree that, in the event of a Breach by Buyer, Seller is entitled to recover the following liquidated damages from Buyer: (i) 80% of the Building List Price quoted in the PO as well as 80% of any Change Order(s) Total Price if Buyer’s Breach occurs prior to Seller’s purchase of materials, parts and/or components or submission of the building order for fabrication; and (ii) 100% of the Building List Price quoted in the PO as well as 100% of any Change Order(s) Total Price, plus all shipping, return freight, procurement charges, handling and storage costs, if Buyer’s Breach occurs after Seller has purchased materials, parts and/or components or scheduled the building order for fabrication. A Breach entitling Seller to the liquidated damages includes, but is not limited to, Buyer’s: failure or refusal to cooperate with Seller in providing information or returning signed and completed forms necessary to submit the building for fabrication; failure to cooperate in scheduling delivery of the goods; failure or refusal to accept delivery or Seller’s scheduled delivery date; placing the order on hold for more than seven (7) days; failure to respond to communications from Seller for a period of thirty (30) days; failure to finalize and/or approve fabrication or change order documentation within thirty (30) days of execution of this Contract; failure to make any payment when due and in the manner required hereunder; attempted, threatened or actual cancellation or rescission of this Contract; and anticipatory repudiation or repudiation of this Contract. If the price of materials has been increased by any manufacturer or supplier, or an increase in commodity prices occurs after the Buyer has caused a delay, this Contract will be deemed to have been amended to include all price increases caused by such delay and Buyer’s payment obligations hereunder will be increased to reflect such price increases. Buyer agrees that the amount of liquidated damages specified herein is not a penalty and constitutes an actual good faith reasonable estimate of the actual damages that Seller likely will incur due to a Breach by Buyer. As an alternative to recovering liquidated damages from Buyer, or in the event the liquidated damages clause is found to be unenforceable for any reason, Seller may, in its sole discretion, elect to recover from Buyer the costs or damages Seller has incurred by reason of the Breach (such as increased manufacturing, delivery or storage costs). Buyer agrees that, in the event of a Breach by Buyer, all damages shall be immediately due and payable to Seller. In the event that Buyer Breaches this Contract, Buyer shall also be liable for any attorney fees and costs incurred by Seller arising from such Breach to the maximum extent allowed by law.
6. As soon as the Metal Building System (or any portion thereof) is ready for delivery to Buyer, Seller will send notification to Buyer and inform Buyer as to the date(s) on which Seller will make delivery of the Metal Building System to a common carrier for shipment to Buyer. The Metal Building System will be shipped FOB Seller's facilities. "Consolidated", "Consol Incl" or "Consol Included" listed on the front of the PO under FREIGHT is valid ONLY on orders that are released by Buyer, in writing, for fabrication within sixty (60) days of original order. Orders that are not released for fabrication within sixty (60) days of the fully executed PO will not qualify for consolidated freight and regular freight rates will apply. Consolidated and regular freight rates will be calculated and applied to the PO after the project has been released into fabrication and Seller has a final weight and shipping manifesto available. Buyer shall also be responsible for all fuel surcharges, which may increase freight and estimated freight costs by 25% or more. Title to the Metal Building System sold by Seller to Buyer shall not pass from Seller to Buyer until the Metal Building System is shipped from Seller’s facilities by Seller or, when Seller uses a common carrier, when Seller tenders the Metal Building System to a common carrier for delivery to the Buyer. No Metal Building System in the possession of Seller shall be deemed to be identified to any contract between Buyer and Seller and title shall remain with Seller as to all materials and goods until shipped from Seller’s facilities or, when Seller uses a common carrier, when tendered to a common carrier. Buyer waives any rights to such goods and agrees not to assert any claim for replevin or similar claim to obtain possession of the Metal Building System. As an accommodation to Buyer, Seller may arrange for shipping of the Metal Building System to Buyer's designated job site. All delivery, fuel, handling and freight charges will be calculated at the time the building and goods ordered hereunder are ready for shipment. All increases in delivery, handling and freight costs shall be paid in full by Buyer to Seller prior to shipment of the building and goods ordered hereunder. If Buyer desires to make its own arrangements for shipping, it must notify Seller not less than 30 days prior to the scheduled shipment date. If Buyer fails or refuses to take delivery on the date specified by Seller, then Seller may, in its sole discretion, invoice Buyer for the full price of the Metal Building System or for that portion of the Metal Building System that is ready for delivery. Additionally, Buyer shall reimburse Seller for the cost of storing such materials and transporting the materials to a storage facility, including spotting, switching, drayage, demurrage, transportation and all other costs incurred and will assume the risk of any and all damages or deterioration to the materials while in storage, including but not limited to cost of repainting. Seller expressly reserves the right, in its sole discretion, to divide this PO into separate shipments and invoice such shipments separately. Buyer agrees that any delivery dates stated by Seller shall be estimates only, may be subject to change by Seller without notice, and are based, among other things, on manufacturing and delivery schedules and Seller’s prompt receipt from Buyer of all information and documents Seller needs to supply the goods ordered. Seller will use reasonable efforts to meet the indicated deliver date(s) but Seller is not responsible or liable for its failure to do so. Buyer agrees that the Seller may, in its discretion, make partial shipments of the order with the COD amounts being adjusted proportionally by shipment. Notwithstanding the preceding sentence, the full amount of the balance shown on the face hereof must be paid by Buyer at time of time of delivery of the building or structure, even though items obtained from third party vendors, such as but not limited to, overhead doors, sliding doors, roll up doors, insulation, skylights, mezzanines, bar joists, decking and windows (hereinafter “Special Products”) have not yet been delivered. Buyer specifically agrees that Seller is not responsible or liable for timeliness of delivery of Special Products or for the suitability of Special Products for any particular use. In connection with the delivery of the goods specified in this PO, if Seller contacts Buyer to arrange for a delivery date and Buyer fails or refuses to accept Seller’s designated delivery date or postpones or attempts to postpone Seller’s designated delivery date by more than seven (7) days, Seller, may, at its option: (i) treat such conduct as a Breach of Contract, cancel the PO and retain any deposit(s) and/or payment(s) made as partial payment of liquidated damages; or (ii) fulfill this PO and charge Buyer for any additional costs incurred by Seller after the date of acceptance of the PO (“Acceptance Date”), including without limitation, any additional steel or other materials costs incurred in manufacturing the building at a later time, additional delivery, freight, handling, labor costs, and storage fees. If Buyer delays the detailing, design, fabrication and/or delivery or otherwise delays this PO in any fashion, the purchase price may be adjusted by Seller, in its sole discretion, to reflect any price increase(s) that Seller may put into effect, which Buyer shall immediately pay upon demand.
7. Upon request, Seller may supply the name(s) of: potential manufacturers or vendors to supply additional components, contractors to install concrete, to erect the building or to install building components, or to perform other work pertaining to construction of the building; engineers to design a foundation for the building; and engineers or architects for performance of other work related to construction of the building. Seller has not investigated such persons and the provision of name(s) does not constitute a recommendation of their skill or competence. It is important that Buyer rely solely on its own investigation and conduct its own due diligence when selecting a manufacturer, vendor, contractor, engineer or architect. Buyer acknowledges that Seller is not an agent, employee, or representative of and is not responsible or liable for the acts or omissions of manufacturers, vendors, contractors, engineers or architects.
8. Buyer acknowledges and agrees that it will inspect the goods and/or materials reflected in this PO immediately upon delivery. All goods purchased by Buyer hereunder shall be deemed fully accepted by Buyer upon acceptance of delivery. All claims for shortages of bulk packages or bundles or missing items as compared to the bill of lading or for alleged damages or defects caused by shipment of the goods shall be deemed waived unless any such claims are noted in writing on the driver’s copy of the bill of lading at the time of delivery. All claims for alleged damages to and shortages of goods within concealed containers (i.e. parts inside boxes or crates) shall be reported in writing to Seller within five (5) days of the date of delivery or the claims are waived. Buyer must include in the notice the basis of the alleged non-conformity and the description of that portion of the shipment being rejected within the time frames referenced above (which Buyer agrees and stipulates is a reasonable time). All written notices shall state with particularity each and every alleged damage, defect, shortage and/or undelivered good or Special Product claimed by Buyer. On receipt of notification of rejection, Seller may arrange to receive back the materials for shipment and return. However, Seller may have an agent inspect the materials for non-conformity; otherwise such inspection will be made on return to Seller's plant. In the event that such materials are determined to be nonconforming, Seller will ship conforming goods to Buyer, unless Buyer notifies Seller in writing to forego such shipment. Failure to timely furnish any aforementioned written notice will constitute acceptance of the goods and/or materials and will irrevocably bar any claims for which notice was required. If Seller receives timely written notice from Buyer for claimed shortage of materials, Buyer agrees that Seller’s resolution of such claim shall be final and binding upon the parties.
9. Payments under this PO and any other payments due to Seller by Buyer under any other agreement shall be paid to Seller at its office in Greenwood Village, Colorado, its lockbox in Greenwood Village, Colorado or such other place as directed by Seller. Unless specifically enumerated, the price(s) and/or amount(s) reflected on the PO does not include the cost of performance bonds, payment bonds, or federal, state or local taxes including, but not limited to, excise, privilege, occupation, value added, use or sales taxes. Any of these items or amounts that Seller may be required to pay or collect under existing or future laws, including, without limitation, taxes payable upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Metal Building System and materials covered hereby, shall be for the account of Buyer, may be included on Seller’s invoice(s) to Buyer and shall be due and payable by Buyer in accordance with the terms and conditions herein. Buyer shall promptly pay the amount of such taxes to Seller upon demand and shall indemnify and hold Seller harmless against any federal, state or local taxes including, but not limited to, excise, privilege, occupation, value added, use or sales tax liability assessed against Seller. If Buyer asserts the purchase of the Metal Building System is exempt from sales tax, Buyer must immediately furnish Seller with a valid tax exemption certificate. Buyer agrees to be bound by Seller’s determination of the validity of any tax exemption certificate. Seller reserves the right to reject any and all tax exemption certificates presented to Seller after shipment of the Metal Building System. Seller reserves the right, prior to making any shipment, to require from Buyer satisfactory security for the payment of all taxes, costs and charges payable by Buyer. In Seller's sole discretion, all orders shall either be pre-paid or cash payable on delivery. Buyer agrees to furnish Seller with a true, accurate and complete legal description of any property on which the Metal Building System is to be erected, Buyer’s entity type(s), state of organization/principal residence, organizational identification number, federal taxpayer identification number(s) and/or social security number(s) and any other information requested by Seller. All credit terms shall be established in the sole discretion of Seller and such credit terms can be revoked by Seller at any time. Seller, in its sole discretion, may invoice Buyer for this sale and all material associated with this sale at the time of order, fabrication or shipment. All sums owed by Buyer to Seller with respect to this sale are due and payable upon the date of invoice. If Buyer fails to fulfill the terms of payment applicable hereto, Seller may defer further shipments, and/or in its sole discretion, cancel the unshipped balance of any unfilled orders without waiving its right to recover liquidated or other damages as provided herein. Seller may assign its right to receive from Buyer any payments called for hereunder at any time upon notification to Buyer as to the assignee for receipt of such payments. If Buyer is in default of this PO or any other agreement with Seller and/or Seller’s affiliates, Seller shall have the right, in addition to all other rights stated herein, as well as in law or at equity, to withhold delivery and demand adequate assurances of Buyer’s ability to perform Buyer's obligations. Buyer specifically agrees with Seller that any invoiced sum that has not been paid by Buyer within 30 days from the date of invoice shall bear interest at a rate of 10%, but in no event greater than the maximum rate for which Seller and Buyer could lawfully contract with respect to such payment under applicable law. Additionally, if an invoice becomes past due, is placed in the hands of an attorney for collection or if this PO is relevant to any other dispute(s) between the parties, in addition to any other claims, defenses, amounts and/or damages asserted or recovered by Seller, Buyer agrees to pay Seller any and all reasonable and necessary attorneys’ fees and costs incurred in any such dispute(s) and/or proceeding(s), together with interest, expenses, costs and any other charges. Costs incurred in the collection of sums include, without limitation, copying and mailing expenses, lien fees, lost management time, inspection expenses and expert witnesses’ expenses in addition to taxable costs incurred in litigation. Buyer agrees that all payments with lien release language on the back of any check shall be sent only to the principal office of Seller, in Greenwood Village, Colorado. Buyer agrees that any payment accepted through Seller's lock box with lien release language on the check does not bind Seller to the attempted release. Seller's agent(s) at the lock box who endorses and/or accepts checks for Seller is authorized only to accept unconditional payments, and no action by said agent(s) shall ever give rise to a claim of any authority, apparent or otherwise, beyond that described in this Article. Acceptance of any conditional check, including any lien release language or otherwise at the lock box or otherwise shall only be a partial release for those funds received, and never otherwise.
10. LIMITATIONS OF WARRANTIES AND DAMAGES – Upon Seller’s receipt of Buyer’s payment in full of all outstanding invoices with Seller and subject to the terms and conditions set forth herein, Seller warrants the Metal Building System to Buyer only against failure due to defective material or workmanship for a period of 1 year from date of shipment from Seller’s plant. The price quoted for any warranty stated herein is subject to price adjustments due to non-standard roof geometry, details, and non-approved or non-standard roof accessories and/or fixtures. Any price adjustment will be at the sole discretion of Seller. Damage due, whether in whole or in part, to faulty or improper installation, erection or maintenance by others shall NOT be covered by Seller's warranty. As a condition precedent to the effectiveness of the foregoing warranty, the Metal Building System must be erected promptly after shipment from Seller’s plant, without any undue delay and must be erected in strict accordance with erection procedures and guidelines. Any damage to the Metal Building System not directly attributable to the sole negligence or sole fault of Seller is not covered by this warranty. Additionally, misuse and abuse, lack of proper maintenance, and normal wear and tear to the Metal Building System are not covered by this warranty. SELLER’S SOLE OBLIGATION AND BUYER'S SOLE AND EXCLUSIVE REMEDY, IN SELLER’S SOLE DISCRETION, WITH RESPECT TO THE FOREGOING WARRANTY IS EXPRESSY LIMITED TO REPAIR OF DEFECTIVE MATERIALS OR FURNISHING NECESSARY REPLACEMENT MATERIALS FOB SELLER'S FACILITIES, BUT SHALL NOT INCLUDE ANY CHARGES FOR TRANSPORTATION, INSURANCE, OR LABOR OF DISMANTLING AND INSTALLING SUCH MATERIALS. This warranty is non-assignable and non-transferable. The above warranty does not cover products, accessories, parts or attachments that are not manufactured by Seller. DISCLAIMER OF IMPLIED WARRANTIES–SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE METAL BUILDING SYSTEM (EXCEPT FOR THE EXPRESS WARRANTY INCLUDED HEREIN) AND ANY AND ALL IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED AND DISCLAIMED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY AND ALL LIABILITY, WARRANTIES AND REPRESENTATIONS REGARDING, PAST, PRESENT OR FUTURE WATER LEAKS OR MOISTURE INTRUSIONS, DAMAGES TO THE SUBJECT BUILDING(S) OR ANY COMPONENTS OR CONTENTS THEREOF, OR ANY INTERIOR SPACE(S) OR PROPERTY THEREIN, INCLUDING CLAIMS PERTAINING TO MOLD, MILDEW AND/OR FUNGI, OR THE INTERRUPTION IN THE USE OF THE SUBJECT BUILDING(S) OR PERSONAL INJURY OR PROPERTY DAMAGE CLAIMS RESULTING FROM THE ALLEGED EXISTENCE OR GROWTH OF MOLD, MILDEW AND/OR FUNGI. LIMITATION OF DAMAGES -- NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SELLER'S MAXIMUM AGGREGATE LIABILITY TO BUYER OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY SUBSEQUENT PURCHASER, WHETHER IN AGREEMENT, UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE ACTUALLY PAID BY BUYER TO SELLER WITH RESPECT TO THE METAL BUILDING SYSTEM. ACCORDINGLY, BUYER AGREES TO ASSUME THE RESPONSIBILITY FOR INSURING AGAINST OR OTHERWISE BEARING THE RISK OF ANY AND ALL GREATER DAMAGES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, LIQUIDATED, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, DELAY, COST OF COVER OR BACK-CHARGE DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, LABOR COSTS AND EXPENSES, COSTS OF RENTING EQUIPMENT AND OTHER ADDITIONAL EXPENSES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES AS A RESULT OF BUYER'S (OR ANY OTHER PARTY'S) NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND WHETHER OR NOT ANY SUCH NEGLIGENCE IS THE SOLE OR CONTRIBUTING CAUSE OF ANY SUCH DAMAGE, LOSS OR EXPENSE. BUYER ACKNOWLEDGES THAT THE PRICING OF THE PRODUCTS AND/OR SERVICES TO BE PROVIDED BY SELLER PURSUANT TO THIS PO REFLECTS THE INTENT OF THE PARTIES TO LIMIT SELLER'S LIABILITY AS PROVIDED HEREIN. ANY ACTION, CLAIM OR PROCEEDING RELATING TO THIS PO OR THE TRANSACTIONS CONTEMPLATED BY THIS PO MUST BE BROUGHT WITHIN 2 YEARS AND 1 DAY FOLLOWING THE ACTION OR EVENT GIVING RISE TO SUCH ACTION, CLAIM OR PROCEEDING. BUYER AGREES TO USE ITS BEST EFFORTS TO MITIGATE ANY DAMAGES SUSTAINED BY BUYER, OWNER(S) OR ANY THIRD PARTIES PURSUANT TO OR IN CONNECTION WITH THIS PO. NOTWITHSTANDING THE FOREGOING, THE DISCLAIMER OF WARRANTIES AND/OR THE DISCLAIMER AND/OR LIMITATION OF DAMAGES WILL NOT BE DEEMED TO DISCLAIM LIABILITY SPECIFICALLY IMPOSED ON SELLER BY STATUTE OR REGULATION, TO THE EXTENT SUCH LIABILITY CANNOT BE WAIVED OR DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE DISCLAIMERS OR LIMITATIONS SET FORTH HEREIN MAY NOT FULLY APPLY TO BUYER. TO THE EXTENT THAT THE DISCLAIMERS AND/OR LIMITATIONS SET FORTH HEREIN ARE NOT FULLY ENFORCEABLE UNDER APPLICABLE LAW, BUYER MAY HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. Buyer acknowledges its responsibility to determine the intended use of the Metal Building System ordered, its appropriateness for all uses, applications and loads to be encountered, including but not limited to, live load, wind load, snow/ice load, water load, collateral and auxiliary loads, as well as its appropriateness for drainage systems/requirements, and compliance with the requirements of all governing code bodies, statutory and regulatory agencies. Buyer acknowledges that the Seller is only a manufacturer of goods and is in no way responsible for the use, installation and/or application of the goods and/or materials covered hereunder. Buyer acknowledges that it is not unconscionable under the commercial circumstances hereof to limit the award of consequential damages as contemplated by this PO. Except for the obligations of Seller under "Warranty," all responsibility of Seller for the Metal Building System ceases upon delivery thereof by Seller to a common carrier for shipment to Buyer. All claims against the carrier for damage to or loss of any of the Metal Building System shall be made solely by Buyer. Buyer agrees and stipulates that Seller’s schedule is approximate only. Without limiting the above, if retrofit materials are supplied hereunder, Seller’s shall not be liable for anything that results from the transfer of any loads from one structure to another structure. Buyer acknowledges and stipulates that Seller has not performed any tests of suitability of the materials supplied hereunder and Buyer has not relied on Seller’s statement, promises or assurances in regard to such suitability. Buyer further acknowledges, agrees and stipulates that oil-canning of materials shall not be a cause of rejection of materials.
11. ACCEPTANCE OF MATERIALS - Buyer also acknowledges, agrees and stipulates that erection or installation of materials shall unequivocally constitute irrevocable acceptance of materials.
12. Structural design of the building or structure ordered is based on the interaction of all its component parts. Failure to make adequate provision for excessive stresses or instability occurring from whatever cause during construction is the sole risk of the Buyer. Seller makes no representation as to the adequacy of the loads ordered by Buyer; Seller only warrants that the loads for the building and components delivered will be as ordered by Buyer. Buyer is solely responsible for ascertaining that the loads and factors for the building and components ordered are adequate for the intended erection location, use and occupancy of the building or structure and that no loads other than those specified shall be imposed thereon. If this Contract is for parts or less than a complete, fully enclosed structure, Buyer assumes all responsibility for the strength, structural integrity and capacity of the building or structure unless the manufacturer certifies same in writing. Buyer is solely responsible for designing and constructing a foundation for the building or structure suitable for the Buyer’s particular use of same. Seller has no responsibility or liability whatsoever to Buyer for the erection or construction of the building, structure, components or goods purchased hereunder, including any loss or damages sustained by Buyer, even if Buyer utilizes the services of a person whose name is provided by Seller to perform work or services relating to the construction or installation of the building, components or goods purchased. With the sole exception of those claims expressly permitted to Buyer against Seller set forth in this Contract, Buyer agrees to defend, indemnify and hold Seller harmless from any and all losses, costs, expenses, claims, suits, demands and damages, including attorney's fees, arising from or in connection with any alleged or real injury, including injury to any person or to property, incurred or asserted in connection with or as a result of work performed or materials supplied by Seller hereunder or any work performed by or for Buyer in connection with the erection, construction or installation of the Steel Building, components or goods purchased, or any other claim or suit arising out of this Contract. Buyer's duty to defend, indemnify and hold Seller harmless, includes, but is not limited to, any such losses, costs, claims, suits, damages and attorneys’ fees arising from or incurred in connection with Seller's performance hereunder, any actual or alleged default by Seller hereunder, any actual or alleged breach of Seller's obligations hereunder or any actual or alleged negligence, act or omission on the part of Seller, Buyer or any third party acting on Buyer’s behalf.
13. Buyer is solely responsible for assuring that soil and subsoil conditions at the construction site are of sufficient density and have a sufficient soil bearing capacity to support and sustain the foundations for the building, the building, building loads, and any materials, goods or equipment stored in the building. 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 should take precautions to properly maintain the building once erected to ensure that no damage is caused by the accumulations of snow or ice, including removal of snow and ice from the roof and walls. Buyer understands that metal components are not machine precision manufactured and some field cutting, drilling or welding might be necessary for construction. Buyer accepts responsibility for making minor field modifications.
14. To secure payment and performance by Buyer of its obligations set forth in this Contract, Buyer hereby grants to Seller a security interest in all Buyer’s rights in the following (collectively, the “Collateral”): (a) the pre-engineered rigid frame steel building(s) with rigid frames, wall girts, roof purlins, wall and roof panel sheeting and related hardware and accessories which are the subject of this Contract (the “Building(s)”), (b) payments, rights to payment and other rights under contracts pursuant to which Buyer is selling the Building(s) to, or installing the Building(s) for, third parties, and (c) all other proceeds of the foregoing. Upon any default in payment or performance of any of Buyer’s obligations under this Contract, Seller may declare all Buyer’s obligations hereunder immediately due and payable, Seller shall have the remedies of a secured party as provided by law, and Buyer hereby authorizes Seller to enter onto Buyer’s real property to exercise such remedies. Seller is hereby authorized to file financing statements covering the Collateral. Buyer will hereafter execute such instruments and perform such acts as Seller may request to establish and maintain a valid security interest in the Collateral in any jurisdiction.
15. FORCE MAJEURE – Under no circumstances shall Seller be liable in any way to Buyer, building owner and/or any other party for water intrusion or the existence of moisture occurring prior to delivery of the Metal Building System or existing thereafter or any possible effects resulting there from; delay, failure in performance, or loss or damage due to force majeure conditions including, without limitation: fire; flood; epidemics; quarantine; lightening; strike; embargo; explosion; power surge or failure; acts of god; acts of war or terrorism; labor or employment disputes; civil disturbances; acts of civil or military authority; inability to secure materials, fuel, products or transportation facilities; acts or omissions of suppliers; or any other causes beyond Seller’s reasonable control.
16. JURISDICTION, MANDATORY VENUE AND WAIVER OF JURY TRIAL - The terms of this PO shall be governed in their interpretation by the section titled "Common Industry Practices" from the Low Rise Building System Manual, latest edition, published by the Metal Building Manufacturers Association. In the event that this Manual has no provision, which applies to the subject matter of any dispute over the interpretation of any term or provision of this PO, the interpretation of such term or provision shall be governed by and construed in accordance with the laws of the State of Colorado. Further, Buyer acknowledges, stipulates and agrees that this PO was executed, accepted and is to be performed in Arapahoe County, Colorado and shall be governed by and interpreted in accordance with the laws of the State of Colorado. Buyer acknowledges, stipulates and agrees that any and all claims, actions, proceedings or causes of action relating to the validity, performance, interpretation, alleged breach and/or enforcement hereof shall (i) only be asserted, submitted for resolution, and/or heard or tried in Arapahoe County, Colorado, and (2) shall be asserted and/or submitted for resolution only by mandatory arbitration, under the commercial rules of the American Arbitration Association (“AAA”). The party initiating arbitration shall advance all costs thereof. The parties have agreed that all questions of arbitrability, including the validity and scope of the arbitration agreement, are reserved for arbitral rather than court determination. The Federal Arbitration Act shall govern the enforcement of this arbitration provision. Buyer specifically consents to the resolution of any dispute by arbitration, and irrevocably submits itself to the exclusive exercise of personal jurisdiction over Buyer by the arbitral forum in Arapahoe County, Colorado, for the resolution of such dispute. The parties agree that the arbitrator will have no authority to award exemplary, punitive, consequential or other purely non-compensatory damages, except as may be required by statute. See 13-21-102(5) C.R.S. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. In addition to any other liability Buyer may have to Seller, Buyer agrees to pay to Seller all legal and other expenses incurred by Seller in collecting any amounts due from Buyer or incurred in any other dispute, claim or controversy arising out of or relating to this Agreement. Buyer irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to venue with respect to any arbitration arising out of or in connection with this PO and Buyer irrevocably waives any claims that arbitration has been brought in an inconvenient forum. Seller shall be entitled to recover its attorneys’ fees and costs against Buyer: (a) in any court action in which Seller is required to file, and prevails upon, a motion to compel arbitration or a motion to change venue to Arapahoe County, Colorado, on a claim related to or arising under this PO; and (b) in any arbitration proceeding in which Seller is the prevailing party on any claim brought by either party. FURTHER, EACH PARTY KNOWINGLY AND VOLUNTARILY AGREES TO WAIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING UNDER THIS PO, INCLUDING ITS ENFORCEMENT OR ANY ALLEGED BREACH. The scope of each of the foregoing waivers is intended to be all encompassing. Buyer acknowledges that the foregoing waivers are material inducements to the agreement of Seller to enter into a business relationship with Buyer, and that Seller has already relied on these waivers in entering into this PO. Buyer warrants and represents that it has reviewed these waivers with its legal counsel, and that it knowingly and voluntarily agrees to each such waiver following consultation therewith.
17. ASSUMPTION OF RISK AND INDEMNITY–BUYER ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS OR ACTIONS BASED ON OR ARISING OUT OF INJURIES, INCLUDING DEATH, TO PERSONS OR DAMAGE TO OR DESTRUCTION OF PROPERTY (WHETHER BELONGING TO BUYER, BUILDING OWNER(S), AND/OR ANY THIRD PARTY), SUSTAINED OR ALLEGED TO HAVE BEEN SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO THE PERFORMANCE HEREOF BY BUYER, ITS AGENTS AND EMPLOYEES, AND ITS SUBCONTRACTORS, THEIR AGENTS AND EMPLOYEES, INCLUDING CLAIMS OR ACTIONS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OR FAULT OF SELLER, SELLER'S REPRESENTATIVES, OR THE EMPLOYEES, AGENTS, INVITEES, OR LICENSEES THEREOF. BUYER FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND ITS REPRESENTATIVES, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF IN RESPECT OF ANY SUCH MATTERS AND AGREES TO DEFEND ANY CLAIM OR SUIT OR ACTION BROUGHT AGAINST SELLER, SELLER'S REPRESENTATIVE, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF. BUYER KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES, DISCLAIMS, RELINQUISHES AND FOREVER RELEASES SELLER FROM ANY AND ALL OF ITS OBLIGATIONS TO INDEMNIFY AND HOLD HARMLESS BUYER AGAINST ANY LOSS ARISING OUT OF A PRODUCTS LIABILITY ACTION AGAINST BUYER.
18. Buyer acknowledges and agrees that Seller is not the Engineer of Record for this or any other project. Accordingly, Seller shall not be required to carry or maintain any Professional Liability, Errors of Omissions or any other similar type insurance policy or coverage. Buyer will, at its sole expense, maintain insurance during the performance of the services covered by this PO and thereafter, including General Liability Insurance with a per occurrence limit of not less than $2,000,000. This insurance will include general liability, products liability and completed operations liability coverages, which will extend for 3 years after the completion of the services. Buyer agrees to name Seller as an additional named insured by endorsement with respect to the coverages required to be maintained by Buyer pursuant hereto and Buyer’s insurance coverages shall be primary to and not concurrent with any insurance coverages maintained by Seller. Buyer waives any and all rights of subrogation as against Seller. Buyer also agrees that it shall provide Seller with Waivers of Subrogation by endorsement on its insurance policies with respect to the insurance coverages described herein.
19. This Contract (including Exhibits and addenda hereto) and the Warranty Document is the final, complete, exclusive and fully integrated agreement between Seller and Buyer concerning the subject matter hereof and supersedes all prior and contemporaneous understandings or agreements of Buyer and Seller. Seller is not required to seek or obtain approval by Buyer, any agents or representatives of Buyer or any third party, including, without limitation, any owner, architect, engineer or project manager, for any goods supplied hereunder, including any approval prior to manufacture of the Steel Buildings. No understanding, promise or representations, and no waiver, alteration or modification of any of the provisions hereof shall be binding upon Seller unless consented to expressly in writing signed 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 statements or representations shall be recognized or be binding upon Seller. This Purchase Order expressly limits acceptance to the terms of this Purchase Order. Any and all provisions of other documents of Buyer that add to or differ from these terms and conditions are EXPRESSLY REJECTED. Notice of objection is hereby given to additional or different terms not contained herein. No waiver of these terms or acceptance of others shall be construed from any failure of the Seller to raise objections. The failure of the Seller to exercise any rights under this Contract, upon the Breach or default by the Buyer or otherwise, shall not be a waiver of the Seller’s subsequent ability to exercise that right. If any provision contained in this Contract (or its application to any person or circumstance) shall to any extent be held void or invalid by a Court 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 of the law. This Contract is personal in nature and is not assignable by Buyer without Seller’s written consent. This Contract shall be binding upon and inure to the benefit of the employees, officers, directors, agents, trustees, beneficiaries, successors and permitted assigns of Seller. This Contract, the performance thereof, and any dispute, controversy or claim arising from the relationship of the parties to this Contract, shall be governed, construed and enforced according to the laws of the State of Colorado. Application of the United Nations Convention on Contracts for the Sale of Goods is hereby excluded. If a Court deems any of the language herein to be vague or ambiguous such language shall not be preemptively construed against either party.This Contract may be executed in multiple counterparts each of which shall be deemed an original and together shall constitute but one and the same Contract. Counterparts of this Contract may be exchanged via electronic facsimile machines or by PDF. An electronic facsimile or PDF of a party’s signature shall be deemed to be an original signature for all purposes. THE BUYER, EVIDENCED BY INITIALING THE ACKNOWLEDGEMENT THAT HE/SHE HAS REVIEWED AND, AFTER REVIEW, AGREED TO THE T&C, UNCONDITIONALLY ACCEPTS THIS PO INCLUDING THESE T&C AS IF FULLY EXECUTED IN PERSON AND FURTHER WAIVES ANY RIGHT TO CLAIM INVALIDITY BASED ON A LACK OF A WRITTEN SIGNATURE.
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Terms & Conditions

Last modified: December 17, 2020 (view archived versions)

1. The following Terms and Conditions (“T&C”) apply to this Purchase Order ("PO") for all products, goods and/or materials purchased from Seller (sometimes referred to as “Metal Building System”). The T&C and PO collectively constitute the Contract between Seller and Buyer named in the PO. This Contract shall become a binding contract upon its acceptance in writing by an authorized representative of Seller (“Contract”) and thereafter cannot be canceled or modified by Buyer under any circumstances without Buyer first reaching an agreement in writing with Seller covering all of Seller’s damages and/or remedies as set forth in this Contract. By its execution and/or acceptance of this PO electronic or otherwise, Buyer unconditionally and irrevocably accepts these T&C which shall not be waived, modified or amended without the express written consent of Seller’s authorized representative. Terms and conditions contained within any other document or agreement issued by Buyer shall be of no force and effect. Any documents that Buyer may use including, but not limited to, purchase orders or sales acknowledgement forms shall be deemed to be for the administrative convenience of Buyer only, and this PO shall supersede and take precedence over any of Buyer's terms and conditions that may be contained on any such forms. Seller has the right in its discretion to modify or substitute for the design of the building or substitute manufacturer equivalent products and in any such case Seller shall have no further obligation or liability with respect to any such modification or substitution. Specifications for buildings, components, materials, and goods and the warranties stated herein and in Seller’s Limited Steel Building Warranty document (“Warranty Document”) may differ from those appearing in Seller’s brochures advertisements, communications and websites, due to supply, demand and availability of materials and goods. The specifications and warranties for ordered goods are not modified, controlled by or expanded by any statements contained in any of the foregoing and are solely as stated herein and in Seller’s Warranty Document, which is fully incorporated herein by this reference.

1. Buyer will make a non-refundable up‐front payment to Seller for the preparation of building drawings (“building drawings”) and/or preliminary work on Buyer’s project identified in the PO. If any payment hereunder is made by Buyer by ACH, bank draft, or credit card, Buyer by it’s signature on the face of the PO authorizes Seller to debit or charge the bank account or credit card for all amounts due hereunder. Notwithstanding any other provisions to the contrary herein, if: (a) the payment or payments are insufficient to fully cover Seller’s damages in the event of Buyer’s breach; (b) the order is a Special Order; (c) Seller becomes insecure about Buyer’s willingness, intent or ability to perform Buyer’s financial or other obligations hereunder; or (d) Seller deems Buyer’s credit to be impaired, then Seller may demand (i) that Buyer provide such additional assurances as may be requested by Seller that Buyer will perform and is capable of performing Buyer’s obligations under this Contract; and/or (ii) Buyer’s payment of up to the Total Purchase Price, as may be adjusted hereunder, plus storage fees and all other costs, expenses and damages of Seller, prior to Seller’s fabrication and/or delivery of any ordered goods. Buyer’s failure to comply with Seller’s demand for additional assurances and/or to pay the Total Purchase Price shall constitute a Breach and Seller shall be entitled to payment of all damages provided for herein and at law. Upon Buyer’s Breach, Seller may retain all payments made by Buyer, and such retention shall not impair any other remedies available to Seller under this Contract or at law or in equity.

1. Whether stated on the front of the PO or not, Buyer is solely responsible for investigating and ascertaining all zoning by-laws, rules, regulations and ordinances, all building codes, building permit requirements applicable in and to the area or territory where the building or structure purchased hereunder is to be erected (“Building Laws”) , and providing such information to Seller. Buyer is solely responsible for designing a building or structure that will fit Buyer’s particular needs and that complies with all applicable Building Laws. All specifications for the building or structure purchased hereunder set forth on the face of the PO have been provided to Seller by Buyer based on Buyer’s own due diligence, judgment and determination as to Buyer’s erection location, use and occupancy requirements, and the requirements necessary for the building or structure to comply with all applicable Building Laws. Buyer agrees that the materials, goods and specifications stated herein are in all respects the materials, goods and specifications required by Buyer and Buyer accepts sole responsibility for correcting any nonconformity between the materials, goods and specifications stated herein and in Change Orders. Seller shall not be liable for any damages or losses, of any kind or nature, whether actual, incidental, special, punitive, consequential or direct or indirect, sustained due to the failure of the building or structure ordered to comply with such Building Laws or Buyer’s particular requirements. Seller shall not be liable to Buyer for any costs, fees and charges of any nature whatsoever incurred in Buyer’s design, manufacture or installation of any building slabs, foundations and/or footings or otherwise incurred by Buyer in connection with the construction or erection of the structure or building. Specifications to be provided by Buyer include: (a) building or structure dimensions (width, length, eave height, roof pitch and roof type), (b) the location and size of manufacturer cut openings, (c) sidewall sheeting color, (d) roof coating (Galvalume or colored roof panels), (e) trim color, (f) wind, snow (ground and roof), live and collateral loads, deflections and seismic coefficients, (g) snow and wind exposure, and (h) all components of the building or structure ordered and accessories therefore, including Special Products. Buyer is responsible for making all payments to obtain and for obtaining all required building permits and for any other authorization needed to erect or construct the building or structure, including supplying at Buyer’s own cost any drawings, plans or information required to obtain building permits or any authorization needed for construction. Seller shall not be liable for design deficiencies set forth in specifications or drawings provided by or to Buyer or any other party, and correction of same shall be Buyer’s responsibility and at Buyer’s expense. Buyer understands and agrees that the foregoing items are outside of the scope of the Seller’s knowledge and that Seller assures only that the building will meet specific loadings as ordered by Buyer and only as stated in the PO. Buyer agrees to install roof and wall insulation in, and to continuously heat, the building. Seller will not furnish detailed shop drawings of individual parts of the Metal Building System. Buyer accepts Seller's interpretation of this PO as being correct and further accepts all responsibility for any discrepancies in the Metal Building System.

1. Seller may initiate and Buyer may request changes to the Metal Building System described in this PO. Seller will indicate its willingness to comply with Buyer’s requested changes by preparing a written Change Order and delivering same to Buyer using Buyer's contact information set forth in this PO. Buyer expressly agrees that, if any changes result in added costs of any kind, then Buyer shall bear sole responsibility for such additional costs and the fabrication and delivery time will be extended as determined by Seller in its sole discretion.

1. All goods purchased under this contract are “specially ordered” goods. Buyer agrees that, in the event Buyer attempts to rescind or cancel this Contract, or in the case of a breach, repudiation or default by Buyer hereunder (collectively, a “Breach”), Seller’s full damages will be difficult to measure and, therefore, Seller must take all necessary actions and/or pursue all remedies to safeguard Seller’s position including, but not limited to, placing liens on the property (land and other structures existing on the land) that the building has been or will be placed upon and/or the property designated as the “shipping address” by Buyer on the PO. Seller and Buyer agree that, in the event of a Breach by Buyer, Seller is entitled to recover the following liquidated damages from Buyer: (i) 80% of the Building List Price quoted in the PO as well as 80% of any Change Order(s) Total Price if Buyer’s Breach occurs prior to Seller’s purchase of materials, parts and/or components or submission of the building order for fabrication; and (ii) 100% of the Building List Price quoted in the PO as well as 100% of any Change Order(s) Total Price, plus all shipping, return freight, procurement charges, handling and storage costs, if Buyer’s Breach occurs after Seller has purchased materials, parts and/or components or scheduled the building order for fabrication. A Breach entitling Seller to the liquidated damages includes, but is not limited to, Buyer’s: failure or refusal to cooperate with Seller in providing information or returning signed and completed forms necessary to submit the building for fabrication; failure to cooperate in scheduling delivery of the goods; failure or refusal to accept delivery or Seller’s scheduled delivery date; placing the order on hold for more than seven (7) days; failure to respond to communications from Seller for a period of thirty (30) days; failure to finalize and/or approve fabrication or change order documentation within thirty (30) days of execution of this Contract; failure to make any payment when due and in the manner required hereunder; attempted, threatened or actual cancellation or rescission of this Contract; and anticipatory repudiation or repudiation of this Contract. If the price of materials has been increased by any manufacturer or supplier, or an increase in commodity prices occurs after the Buyer has caused a delay, this Contract will be deemed to have been amended to include all price increases caused by such delay and Buyer’s payment obligations hereunder will be increased to reflect such price increases. Buyer agrees that the amount of liquidated damages specified herein is not a penalty and constitutes an actual good faith reasonable estimate of the actual damages that Seller likely will incur due to a Breach by Buyer. As an alternative to recovering liquidated damages from Buyer, or in the event the liquidated damages clause is found to be unenforceable for any reason, Seller may, in its sole discretion, elect to recover from Buyer the costs or damages Seller has incurred by reason of the Breach (such as increased manufacturing, delivery or storage costs). Buyer agrees that, in the event of a Breach by Buyer, all damages shall be immediately due and payable to Seller. In the event that Buyer Breaches this Contract, Buyer shall also be liable for any attorney fees and costs incurred by Seller arising from such Breach to the maximum extent allowed by law.

1. As soon as the Metal Building System (or any portion thereof) is ready for delivery to Buyer, Seller will send notification to Buyer and inform Buyer as to the date(s) on which Seller will make delivery of the Metal Building System to a common carrier for shipment to Buyer. The Metal Building System will be shipped FOB Seller's facilities. "Consolidated", "Consol Incl" or "Consol Included" listed on the front of the PO under FREIGHT is valid ONLY on orders that are released by Buyer, in writing, for fabrication within sixty (60) days of original order. Orders that are not released for fabrication within sixty (60) days of the fully executed PO will not qualify for consolidated freight and regular freight rates will apply. Consolidated and regular freight rates will be calculated and applied to the PO after the project has been released into fabrication and Seller has a final weight and shipping manifesto available. Buyer shall also be responsible for all fuel surcharges, which may increase freight and estimated freight costs by 25% or more. Title to the Metal Building System sold by Seller to Buyer shall not pass from Seller to Buyer until the Metal Building System is shipped from Seller’s facilities by Seller or, when Seller uses a common carrier, when Seller tenders the Metal Building System to a common carrier for delivery to the Buyer. No Metal Building System in the possession of Seller shall be deemed to be identified to any contract between Buyer and Seller and title shall remain with Seller as to all materials and goods until shipped from Seller’s facilities or, when Seller uses a common carrier, when tendered to a common carrier. Buyer waives any rights to such goods and agrees not to assert any claim for replevin or similar claim to obtain possession of the Metal Building System. As an accommodation to Buyer, Seller may arrange for shipping of the Metal Building System to Buyer's designated job site. All delivery, fuel, handling and freight charges will be calculated at the time the building and goods ordered hereunder are ready for shipment. All increases in delivery, handling and freight costs shall be paid in full by Buyer to Seller prior to shipment of the building and goods ordered hereunder. If Buyer desires to make its own arrangements for shipping, it must notify Seller not less than 30 days prior to the scheduled shipment date. If Buyer fails or refuses to take delivery on the date specified by Seller, then Seller may, in its sole discretion, invoice Buyer for the full price of the Metal Building System or for that portion of the Metal Building System that is ready for delivery. Additionally, Buyer shall reimburse Seller for the cost of storing such materials and transporting the materials to a storage facility, including spotting, switching, drayage, demurrage, transportation and all other costs incurred and will assume the risk of any and all damages or deterioration to the materials while in storage, including but not limited to cost of repainting. Seller expressly reserves the right, in its sole discretion, to divide this PO into separate shipments and invoice such shipments separately. Buyer agrees that any delivery dates stated by Seller shall be estimates only, may be subject to change by Seller without notice, and are based, among other things, on manufacturing and delivery schedules and Seller’s prompt receipt from Buyer of all information and documents Seller needs to supply the goods ordered. Seller is not responsible or liable for its failure to meet estimated delivery dates. Buyer agrees that the Seller may, in its discretion, make partial shipments of the order with the COD amounts being adjusted proportionally by shipment. Notwithstanding the preceding sentence, the full amount of the balance shown on the face hereof must be paid by Buyer at time of time of delivery of the building or structure, even though items obtained from third party vendors, such as but not limited to, overhead doors, sliding doors, roll up doors, insulation, skylights, mezzanines, bar joists, decking and windows (hereinafter “Special Products”) have not yet been delivered. Buyer specifically agrees that Seller is not responsible or liable for timeliness of delivery of Special Products or for the suitability of Special Products for any particular use. In connection with the delivery of the goods specified in this PO, if Seller contacts Buyer to arrange for a delivery date and Buyer fails or refuses to accept Seller’s designated delivery date or postpones or attempts to postpone Seller’s designated delivery date by more than seven (7) days, Seller, may, at its option: (i) treat such conduct as a Breach of Contract, cancel the PO and retain any deposit(s) and/or payment(s) made as partial payment of liquidated damages; or (ii) fulfill this PO and charge Buyer for any additional costs incurred by Seller after the date of acceptance of the PO (“Acceptance Date”), including without limitation, any additional steel or other materials costs incurred in manufacturing the building at a later time, additional delivery, freight, handling, labor costs, and storage fees. If Buyer delays the detailing, design, fabrication and/or delivery or otherwise delays this PO in any fashion, the purchase price may be adjusted by Seller, in its sole discretion, to reflect any price increase(s) that Seller may put into effect, which Buyer shall immediately pay upon demand.

1. Upon request, Seller may supply the name(s) of: potential manufacturers or vendors to supply additional components, contractors to install concrete, to erect the building or to install building components, or to perform other work pertaining to construction of the building; engineers to design a foundation for the building; and engineers or architects for performance of other work related to construction or erection of the building. Seller has not investigated such persons and the provision of name(s) does not constitute a recommendation of their skill or competence. It is important that Buyer rely solely on its own investigation and conduct its own due diligence when selecting a manufacturer, vendor, contractor, engineer or architect. Buyer acknowledges that Seller is not an agent, employee, or representative of and is not responsible or liable for the acts or omissions of manufacturers, vendors, contractors, engineers or architects.

1. Buyer acknowledges and agrees that it will inspect the goods and/or materials reflected in this PO immediately upon delivery. All goods purchased by Buyer hereunder shall be deemed fully accepted by Buyer upon acceptance of delivery. All claims for shortages of bulk packages or bundles or missing items as compared to the bill of lading or for alleged damages or defects of the goods shall be deemed waived unless any such claims are noted in writing on the driver’s copy of the bill of lading at the time of delivery. All claims for alleged damages to and shortages of goods within concealed containers (i.e. parts inside boxes or crates) shall be reported in writing to Seller within five (5) days of the date of delivery or the claims are waived. Buyer must include in the notice the basis of the alleged non-conformity and the description of that portion of the shipment being rejected within the time frames referenced above (which Buyer agrees and stipulates are reasonable time frames). All written notices shall state with particularity each and every alleged damage, defect, shortage and/or undelivered good or Special Product claimed by Buyer. On receipt of notification of rejection, Seller may arrange to receive back the materials for shipment and return. However, Seller may have an agent inspect the materials for non-conformity; otherwise such inspection will be made on return to Seller's plant. In the event that such materials are determined to be nonconforming, Seller will ship conforming goods to Buyer, unless Buyer notifies Seller in writing to forego such shipment. Failure to timely furnish any aforementioned written notice will constitute acceptance of the goods and/or materials and will irrevocably bar any claims for which notice was required. If Seller receives timely written notice from Buyer for claimed shortage of materials, Buyer agrees that Seller’s resolution of such claim shall be final and binding upon the parties.

1. Payments under this PO and any other payments due to Seller by Buyer under any other agreement shall be paid to Seller at its office in Greenwood Village, Colorado, its lockbox in Greenwood Village, Colorado or such other place as directed by Seller. Unless specifically enumerated, the price(s) and/or amount(s) reflected on the PO does not include the cost of performance bonds, payment bonds, or federal, state or local taxes including, but not limited to, excise, privilege, occupation, value added, use or sales taxes. Any of these items or amounts that Seller may be required to pay or collect under existing or future laws, including, without limitation, taxes payable upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Metal Building System and materials covered hereby, shall be for the account of Buyer, may be included on Seller’s invoice(s) to Buyer and shall be due and payable by Buyer in accordance with the terms and conditions herein. Buyer shall promptly pay the amount of such taxes to Seller upon demand and shall indemnify and hold Seller harmless against any federal, state or local taxes including, but not limited to, excise, privilege, occupation, value added, use or sales tax liability assessed against Seller. If Buyer asserts the purchase of the Metal Building System is exempt from sales tax, Buyer must immediately furnish Seller with a valid tax exemption certificate. Buyer agrees to be bound by Seller’s determination of the validity of any tax exemption certificate. Seller reserves the right to reject any and all tax exemption certificates presented to Seller after shipment of the Metal Building System. Seller reserves the right, prior to making any shipment, to require from Buyer satisfactory security for the payment of all taxes, costs and charges payable by Buyer. In Seller's sole discretion, all orders shall either be pre-paid or cash payable on delivery. Buyer agrees to furnish Seller with a true, accurate and complete legal description of any property on which the Metal Building System is to be erected, Buyer’s entity type(s), state of organization/principal residence, organizational identification number, federal taxpayer identification number(s) and/or social security number(s) and any other information requested by Seller. All credit terms shall be established in the sole discretion of Seller and such credit terms can be revoked by Seller at any time. Seller, in its sole discretion, may invoice Buyer for this sale and all material associated with this sale at the time of order, fabrication or shipment. All sums owed by Buyer to Seller with respect to this sale are due and payable upon the date of invoice. If Buyer fails to fulfill the terms of payment applicable hereto, Seller may defer further shipments, and/or in its sole discretion, cancel the unshipped balance of any unfilled orders without waiving its right to recover liquidated or other damages as provided herein. Seller may assign its right to receive from Buyer any payments called for hereunder at any time upon notification to Buyer as to the assignee for receipt of such payments. If Buyer is in default of this PO or any other agreement with Seller and/or Seller’s affiliates, Seller shall have the right, in addition to all other rights stated herein, as well as in law or at equity, to withhold delivery and demand adequate assurances of Buyer’s ability to perform Buyer's obligations. Buyer specifically agrees with Seller that any invoiced sum that has not been paid by Buyer within 30 days from the date of invoice shall bear interest at a rate of 10%, but in no event be greater than the maximum rate for which Seller and Buyer could lawfully contract with respect to such payment under applicable law. Additionally, if the amount owed by Buyer to Seller becomes past due, is placed in the hands of an attorney for collection or if this PO is relevant to any other dispute(s) between the parties, in addition to any other claims, defenses, amounts and/or damages asserted or recovered by Seller, Buyer agrees to pay Seller any and all reasonable and necessary attorneys’ fees and costs incurred in any such dispute(s) and/or proceeding(s), together with interest, expenses, costs and any other charges. Costs incurred in the collection of sums include, without limitation, copying and mailing expenses, lien fees, lost management time, inspection expenses and expert witnesses’ expenses in addition to taxable costs incurred in litigation. Buyer agrees that all payments with lien release language on the back of any check shall be sent only to the principal office of Seller, in Greenwood Village, Colorado. Buyer agrees that any payment accepted through Seller's lock box with lien release language on the check does not bind Seller to the attempted release. Seller's agent(s) at the lock box who endorses and/or accepts checks for Seller is authorized only to accept unconditional payments, and no action by said agent(s) shall ever give rise to a claim of any authority, apparent or otherwise, beyond that described in this Article. Acceptance of any conditional check, including any lien release language or otherwise at the lock box or otherwise shall only be a partial release for those funds received, and never otherwise.

1. LIMITATIONS OF WARRANTIES AND DAMAGES – Upon Seller’s receipt of Buyer’s payment in full of all amounts owed to Seller and subject to the Terms and Conditions set forth herein, Seller warrants the Metal Building System to Buyer only against failure due to defective material or workmanship for a period of 1 year from date of shipment from Seller’s plant. The price quoted for any warranty stated herein is subject to price adjustments due to non-standard roof geometry, details, and non-approved or non-standard roof accessories and/or fixtures. Any price adjustment will be at the sole discretion of Seller. Damage due, in whole or in part, to faulty or improper installation, erection or maintenance shall NOT be covered by Seller's warranty. As a condition precedent to the effectiveness of the foregoing warranty, the Metal Building System must be erected promptly after shipment from Seller’s plant, without any undue delay and must be erected in strict accordance with erection procedures and guidelines. Any damage to the Metal Building System not directly attributable to the sole negligence or sole fault of Seller is not covered by this warranty. Additionally, misuse and abuse, lack of proper maintenance, and normal wear and tear to the Metal Building System are not covered by this warranty. SELLER’S SOLE OBLIGATION AND BUYER'S SOLE AND EXCLUSIVE REMEDY, IN SELLER’S SOLE DISCRETION, WITH RESPECT TO THE FOREGOING WARRANTY IS EXPRESSY LIMITED TO REPAIR OF DEFECTIVE MATERIALS OR FURNISHING NECESSARY REPLACEMENT MATERIALS FOB SELLER'S FACILITIES, BUT SHALL NOT INCLUDE ANY CHARGES FOR TRANSPORTATION, INSURANCE, OR LABOR OF DISMANTLING AND INSTALLING SUCH MATERIALS. This warranty is non-assignable and non-transferable. The above warranty does not cover products, accessories, parts or attachments that are not manufactured by Seller. DISCLAIMER OF IMPLIED WARRANTIES–SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE METAL BUILDING SYSTEM (EXCEPT FOR THE EXPRESS WARRANTY INCLUDED HEREIN) AND ANY AND ALL IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED AND DISCLAIMED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY AND ALL LIABILITY, WARRANTIES AND REPRESENTATIONS REGARDING, PAST, PRESENT OR FUTURE WATER LEAKS OR MOISTURE INTRUSIONS, DAMAGES TO THE SUBJECT BUILDING(S) OR ANY COMPONENTS OR CONTENTS THEREOF, OR ANY INTERIOR SPACE(S) OR PROPERTY THEREIN, INCLUDING CLAIMS PERTAINING TO MOLD, MILDEW AND/OR FUNGI, OR THE INTERRUPTION IN THE USE OF THE SUBJECT BUILDING(S) OR PERSONAL INJURY OR PROPERTY DAMAGE CLAIMS RESULTING FROM THE ALLEGED EXISTENCE OR GROWTH OF MOLD, MILDEW AND/OR FUNGI. LIMITATION OF DAMAGES -- NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SELLER'S MAXIMUM AGGREGATE LIABILITY TO BUYER OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY SUBSEQUENT PURCHASER, WHETHER IN AGREEMENT, UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE ACTUALLY PAID BY BUYER TO SELLER WITH RESPECT TO THE METAL BUILDING SYSTEM. ACCORDINGLY, BUYER AGREES TO ASSUME THE RESPONSIBILITY FOR INSURING AGAINST OR OTHERWISE BEARING THE RISK OF ANY AND ALL POTENTIAL DAMAGES ABOVE THE PURCHASE PRICE. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, LIQUIDATED, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, DELAY, COST OF COVER OR BACK-CHARGE DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, LABOR COSTS AND EXPENSES, COSTS OF RENTING EQUIPMENT AND OTHER ADDITIONAL EXPENSES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES AS A RESULT OF BUYER'S (OR ANY OTHER PARTY'S) NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND WHETHER OR NOT ANY SUCH NEGLIGENCE IS THE SOLE OR CONTRIBUTING CAUSE OF ANY SUCH DAMAGE, LOSS OR EXPENSE. BUYER ACKNOWLEDGES THAT THE PRICING OF THE PRODUCTS AND/OR SERVICES TO BE PROVIDED BY SELLER PURSUANT TO THIS PO REFLECTS THE INTENT OF THE PARTIES TO LIMIT SELLER'S LIABILITY AS PROVIDED HEREIN. ANY ACTION, CLAIM OR PROCEEDING RELATING TO THIS PO OR THE TRANSACTIONS CONTEMPLATED BY THIS PO MUST BE BROUGHT WITHIN 2 YEARS AND 1 DAY FOLLOWING THE ACTION OR EVENT GIVING RISE TO SUCH ACTION, CLAIM OR PROCEEDING. BUYER AGREES TO USE ITS BEST EFFORTS TO MITIGATE ANY DAMAGES SUSTAINED BY BUYER, OWNER(S) OR ANY THIRD PARTIES PURSUANT TO OR IN CONNECTION WITH THIS PO. NOTWITHSTANDING THE FOREGOING, THE DISCLAIMER OF WARRANTIES AND/OR THE DISCLAIMER AND/OR LIMITATION OF DAMAGES WILL NOT BE DEEMED TO DISCLAIM LIABILITY SPECIFICALLY IMPOSED ON SELLER BY STATUTE OR REGULATION, TO THE EXTENT SUCH LIABILITY CANNOT BE WAIVED OR DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE DISCLAIMERS OR LIMITATIONS SET FORTH HEREIN MAY NOT FULLY APPLY TO BUYER. TO THE EXTENT THAT THE DISCLAIMERS AND/OR LIMITATIONS SET FORTH HEREIN ARE NOT FULLY ENFORCEABLE UNDER APPLICABLE LAW, BUYER MAY HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. Buyer acknowledges its responsibility to determine the intended use of the Metal Building System ordered, its appropriateness for all uses, applications and loads to be encountered, including but not limited to, live load, wind load, snow/ice load, water load, collateral and auxiliary loads, as well as its appropriateness for drainage systems/requirements, and compliance with the requirements of all governing code bodies, statutory and regulatory agencies. Buyer acknowledges that the Seller is only a manufacturer of goods and is in no way responsible for the use, installation and/or application of the goods and/or materials covered hereunder. Buyer acknowledges that it is not unconscionable under the commercial circumstances hereof to limit the award of consequential damages as contemplated by this PO. Except for the obligations of Seller under "Warranty," all responsibility of Seller for the Metal Building System ceases upon delivery thereof by Seller to a common carrier for shipment to Buyer. All claims against the carrier for damage to or loss of any of the Metal Building System shall be made solely by Buyer. Buyer agrees and stipulates that Seller’s schedule is approximate only. Without limiting the above, if retrofit materials are supplied hereunder, Seller’s shall not be liable for anything that results from the transfer of any loads from one structure to another structure. Buyer acknowledges and stipulates that Seller has not performed any tests of suitability of the materials supplied hereunder and Buyer has not relied on Seller’s statement, promises or assurances in regard to such suitability. Buyer further acknowledges, agrees and stipulates that oil-canning of materials shall not be a cause of rejection of materials.

1. ACCEPTANCE OF MATERIALS - Buyer also acknowledges, agrees and stipulates that erection or installation of materials shall unequivocally constitute irrevocable acceptance of materials.

1. Structural design of the building or structure ordered is based on the interaction of all its component parts. Failure to make adequate provision for excessive stresses or instability occurring from whatever cause during construction or erection is the sole risk of the Buyer. Seller makes no representation as to the adequacy of the loads ordered or approved by Buyer; Seller only warrants that the loads for the building and components delivered will be as ordered by Buyer. Buyer is solely responsible for ascertaining that the loads and factors for the building and components ordered are adequate for the intended erection location, use and occupancy of the building or structure and that no loads other than those specified shall be imposed thereon. If this Contract is for parts or less than a complete, fully enclosed structure, Buyer assumes all responsibility for the strength, structural integrity and capacity of the building or structure. Buyer is solely responsible for designing and constructing a foundation for the building or structure suitable for the Buyer’s particular use of same. Seller has no responsibility or liability whatsoever to Buyer for the erection or construction of the building, structure, components or goods purchased hereunder, including any loss or damages sustained by Buyer, even if Buyer utilizes the services of a person whose name is provided by Seller to perform work or services relating to the construction or installation of the building, components or goods purchased. With the sole exception of those claims expressly permitted to Buyer against Seller set forth in this Contract, Buyer agrees to defend, indemnify and hold Seller harmless from any and all losses, costs, expenses, claims, suits, demands and damages, including attorney's fees, arising from or in connection with any alleged or real injury, including injury to any person or to property, incurred or asserted in connection with or as a result of work performed or materials supplied by Seller hereunder or any work performed by or for Buyer in connection with the erection, construction or installation of the Steel Building, components or goods purchased, or any other claim or suit arising out of this Contract. Buyer's duty to defend, indemnify and hold Seller harmless, includes, but is not limited to, any such losses, costs, claims, suits, damages and attorneys’ fees arising from or incurred in connection with Seller's performance hereunder, any actual or alleged default by Seller hereunder, any actual or alleged breach of Seller's obligations hereunder or any actual or alleged negligence, act or omission on the part of Seller, Buyer or any third party acting on Buyer’s behalf.

1. Buyer is solely responsible for assuring that soil and subsoil conditions at the construction site are of sufficient density and have a sufficient soil bearing capacity to support and sustain the foundations for the building, the building, building loads, and any materials, goods or equipment stored in the building. 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 should take precautions to properly maintain the building once erected to ensure that no damage is caused by the accumulations of snow or ice, including removal of snow and ice from the roof and walls. Buyer understands that metal components are not machine precision manufactured and some field cutting, drilling or welding might be necessary for construction. Buyer accepts responsibility for making field modifications.

1. To secure payment and performance by Buyer of its obligations set forth in this Contract, Buyer hereby grants to Seller a security interest in all Buyer’s rights in the following (collectively, the “Collateral”): (a) the pre-engineered rigid frame steel building(s) with rigid frames, wall girts, roof purlins, wall and roof panel sheeting and related hardware and accessories which are the subject of this Contract (the “Building(s)”), (b) payments, rights to payment and other rights under contracts pursuant to which Buyer is selling the Building(s) to, or installing the Building(s) for, third parties, and (c) all other proceeds of the foregoing. Upon any default in payment or performance of any of Buyer’s obligations under this Contract, Seller may declare all Buyer’s obligations hereunder immediately due and payable, Seller shall have the remedies of a secured party as provided by law, and Buyer hereby authorizes Seller to enter onto Buyer’s real property to exercise such remedies. Seller is hereby authorized to file financing statements covering the Collateral. Buyer will hereafter execute such instruments and perform such acts as Seller may request to establish and maintain a valid security interest in the Collateral in any jurisdiction.

1. FORCE MAJEURE – Under no circumstances shall Seller be liable in any way to Buyer, building owner and/or any other party for water intrusion or the existence of moisture occurring prior to delivery of the Metal Building System or existing thereafter or any possible effects resulting therefrom; delay, failure in performance, or loss or damage due to force majeure conditions including, without limitation: fire; flood; epidemics; quarantine; lightening; strike; embargo; explosion; power surge or failure; acts of god; acts of war or terrorism; labor or employment disputes; civil disturbances; acts of civil or military authority; inability to secure materials, fuel, products or transportation facilities; acts or omissions of suppliers; or any other causes beyond Seller’s reasonable control.

1. JURISDICTION, MANDATORY VENUE AND WAIVER OF JURY TRIAL - The terms of this PO shall be governed in their interpretation by the section titled "Common Industry Practices" from the Low Rise Building System Manual, latest edition, published by the Metal Building Manufacturers Association. In the event that this Manual has no provision, which applies to the subject matter of any dispute over the interpretation of any term or provision of this PO, the interpretation of such term or provision shall be governed by and construed in accordance with the laws of the State of Colorado. Further, Buyer acknowledges, stipulates and agrees that this PO was executed, accepted and is to be performed in Arapahoe County, Colorado and shall be governed by and interpreted in accordance with the laws of the State of Colorado. Buyer acknowledges, stipulates and agrees that any and all claims, actions, proceedings or causes of action relating to the validity, performance, interpretation, alleged breach and/or enforcement hereof shall (i) only be asserted, submitted for resolution, and/or heard or tried in Arapahoe County, Colorado, and (2) shall be asserted and/or submitted for resolution only by mandatory arbitration, under the commercial rules of the American Arbitration Association (“AAA”). The party initiating arbitration shall advance all costs thereof. The parties have agreed that all questions of arbitrability, including the validity and scope of the arbitration agreement, are reserved for arbitral rather than court determination. The Federal Arbitration Act shall govern the enforcement of this arbitration provision. Buyer specifically consents to the resolution of any dispute by arbitration, and irrevocably submits itself to the exclusive exercise of personal jurisdiction over Buyer by the arbitral forum in Arapahoe County, Colorado, for the resolution of such dispute. The parties agree that the arbitrator will have no authority to award exemplary, punitive, consequential or other purely non-compensatory damages, except as may be required by statute. See 13-21-102(5) C.R.S. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. In addition to any other liability Buyer may have to Seller, Buyer agrees to pay to Seller all legal and other expenses incurred by Seller in collecting any amounts due from Buyer or incurred in any other dispute, claim or controversy arising out of or relating to this Agreement. Buyer irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to venue with respect to any arbitration arising out of or in connection with this PO and Buyer irrevocably waives any claims that arbitration has been brought in an inconvenient forum. Seller shall be entitled to recover its attorneys’ fees and costs against Buyer: (a) in any court action filed against Seller by Buyer;; and (b) in any arbitration proceeding in which Seller is the prevailing party on any claim brought by either party. FURTHER, EACH PARTY KNOWINGLY AND VOLUNTARILY AGREES TO WAIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING UNDER THIS PO, INCLUDING ITS ENFORCEMENT OR ANY ALLEGED BREACH. The scope of each of the foregoing waivers is intended to be all encompassing. Buyer acknowledges that the foregoing waivers are material inducements to the agreement of Seller to enter into a business relationship with Buyer, and that Seller has already relied on these waivers in entering into this PO. Buyer warrants and represents that it has reviewed these waivers with its legal counsel, and that it knowingly and voluntarily agrees to each such waiver following consultation therewith.

1. ASSUMPTION OF RISK AND INDEMNITY–BUYER ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS OR ACTIONS BASED ON OR ARISING OUT OF INJURIES, INCLUDING DEATH, TO PERSONS OR DAMAGE TO OR DESTRUCTION OF PROPERTY (WHETHER BELONGING TO BUYER, BUILDING OWNER(S), AND/OR ANY THIRD PARTY), SUSTAINED OR ALLEGED TO HAVE BEEN SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO THE PERFORMANCE OF THIS PO, INCLUDING CLAIMS OR ACTIONS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OR FAULT OF SELLER, SELLER'S REPRESENTATIVES, OR THE EMPLOYEES, AGENTS, INVITEES, OR LICENSEES THEREOF. BUYER FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND ITS REPRESENTATIVES, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF IN RESPECT OF ANY SUCH MATTERS AND AGREES TO DEFEND ANY CLAIM OR SUIT OR ACTION BROUGHT AGAINST SELLER, SELLER'S REPRESENTATIVE, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF. BUYER KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES, DISCLAIMS, RELINQUISHES AND FOREVER RELEASES SELLER FROM ANY AND ALL OF ITS OBLIGATIONS TO INDEMNIFY AND HOLD HARMLESS BUYER AGAINST ANY LOSS ARISING OUT OF A PRODUCTS LIABILITY ACTION AGAINST BUYER.

1. Buyer acknowledges and agrees that Seller is not the Engineer of Record for this or any other project. Accordingly, Seller shall not be required to carry or maintain any Professional Liability, Errors of Omissions or any other similar type insurance policy or coverage. Buyer will, at its sole expense, maintain insurance during the performance of the services covered by this PO and thereafter, including General Liability Insurance with a per occurrence limit of not less than $2,000,000. This insurance will include general liability, products liability and completed operations liability coverages, which will extend for 3 years after the completion of the services. Buyer agrees to name Seller as an additional named insured by endorsement with respect to the coverages required to be maintained by Buyer pursuant hereto and Buyer’s insurance coverages shall be primary to and not concurrent with any insurance coverages maintained by Seller. Buyer waives any and all rights of subrogation as against Seller. Buyer also agrees that it shall provide Seller with Waivers of Subrogation by endorsement on its insurance policies with respect to the insurance coverages described herein.

1. This Contract (including Exhibits and addenda hereto) and the Warranty Document is the final, complete, exclusive and fully integrated agreement between Seller and Buyer concerning the subject matter hereof and supersedes all prior and contemporaneous understandings or agreements of Buyer and Seller. Seller is not required to seek or obtain approval by Buyer, any agents or representatives of Buyer or any third party, including, without limitation, any owner, architect, engineer or project manager, for any goods supplied hereunder, including any approval prior to manufacture of the Steel Buildings. No understanding, promise or representations, and no waiver, alteration or modification of any of the provisions hereof shall be binding upon Seller unless consented to expressly in writing signed 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 statements or representations shall be recognized or be binding upon Seller. This Purchase Order expressly limits acceptance to the terms of this Purchase Order. Any and all provisions of other documents of Buyer that add to or differ from these terms and conditions are EXPRESSLY REJECTED. Notice of objection is hereby given to additional or different terms not contained herein. No waiver of these terms or acceptance of others shall be construed from any failure of the Seller to raise objections. The failure of the Seller to exercise any rights under this Contract, upon the Breach or default by the Buyer or otherwise, shall not be a waiver of the Seller’s subsequent ability to exercise that right. If any provision contained in this Contract (or its application to any person or circumstance) shall to any extent be held void or invalid by a Court 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 of the law. This Contract is personal in nature and is not assignable by Buyer without Seller’s written consent. This Contract shall be binding upon and inure to the benefit of the employees, officers, directors, agents, trustees, beneficiaries, successors and permitted assigns of Seller. This Contract, the performance thereof, and any dispute, controversy or claim arising from the relationship of the parties to this Contract, shall be governed, construed and enforced according to the laws of the State of Colorado. Application of the United Nations Convention on Contracts for the Sale of Goods is hereby excluded. If a Court deems any of the language herein to be vague or ambiguous such language shall not be preemptively construed against either party. This Contract may be executed in multiple counterparts each of which shall be deemed an original and together shall constitute but one and the same Contract. Counterparts of this Contract may be exchanged via electronic facsimile machines or by PDF. An electronic facsimile or PDF of a party’s signature shall be deemed to be an original signature for all purposes. THE BUYER, EVIDENCED BY INITIALING THE ACKNOWLEDGEMENT THAT HE/SHE HAS REVIEWED AND, AFTER REVIEW, AGREED TO THE T&C, UNCONDITIONALLY ACCEPTS THIS PO INCLUDING THESE T&C AS IF FULLY EXECUTED IN PERSON AND FURTHER WAIVES ANY RIGHT TO CLAIM INVALIDITY BASED ON A LACK OF A WRITTEN SIGNATURE.

Please Print and Retain a Copy of this Agreement for Your Records.

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Recreational Steel Buildings

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Recreational Steel Buildings & Facilities

Armstrong Steel is your number one resource for all your recreational steel buildings. Cities, schools, churches, and private organizations are all taking advantage of the capabilities that steel clear-span structures can offer. Let Armstrong Steel's superior products, value engineering, and flexible design form part of your next steel building project.

Whether you want an indoor baseball facility, a community center, or a sports complex, our expert building consultants are up to the task. We've built many indoor athletic facilities, gymnasiums, sports arenas, athletic buildings, and more. You can customize Armstrong Steel's recreational buildings and sports complexes to fit your functional and aesthetic requirements. We design steel structures to support all wall designs, including CMU, stucco, brick, or metal panels. Our metal panels come in various profiles and styles that are suitable for wall and roofing applications. We also customize colors according to your preferences.

Prefab steel building systems can allow you to do a lot in the shortest time possible. It might look overwhelming when you first consider how complex your structure will look. But you need not worry; we've probably designed more complex structures than the one you are considering. The advantage of working with us is that we simplify everything. Once we agree with you on the best design, our engineers will break it down into individual elements and design them separately. The elements will then be fabricated and marked in our facilities. So when you get a prefabricated building kit from us, know that all the parts inside are labeled for ease of assembly.

The many years of experience we have in this industry gives us an edge against our competitors. We are on top of the game when it comes to innovations and creativity. We use modern tools and equipment, right from the design stage to the fabrication stage. For all your recreational building needs, call us today.

Popular Recreational and Indoor Sports Building Sizes

When you buy from Armstrong Steel, you can choose from hundreds of our existing size and layout combinations, or customize your steel building to your needs!

80' x 100' Recreational Building

100' x 100' Recreational Building

100' x 150' Recreational Building

100' x 200' Recreational Building

Spec

Why Armstrong Steel

Advantages

FAQs

Customizations

Spec

Warranties and Service

Brand
Armstrong Steel

Available Products
I-Beam Framing: 26 Gauge Sheeting, C-Channel Framing:

I-Beam Structural Warranty
50 Years

Add Colors
Roof, Trim, Walls

Structural Warranty
50 Years

Paint Warranty
40 Years

Galvalume Roof Warranty
35 Years

Project Manager
Included at No Additional Cost

Why Armstrong Steel

Why Choose Armstrong?

We put a lot of emphasis on quality. From materials to design and the fabrication process, we ensure everything we do comply with industry standards. We also ensure our designs meet the required codes and loads for your locality. That explains why a recreational building we design for you will withstand the test of time. We offer the best customer service. We have friendly and professional customer service representatives who will give you a listening ear and ensure you get what you want. Our prices are the most affordable. Call us today and enjoy all these benefits.

Advantages

The Best Recreational Steel Buildings

Whether you want a baseball stadium, a community center, or a sports complex, our experts are up to the task. We've built many indoor athletic facilities, gymnasiums, sports arenas, athletic buildings, and more. We provide prefabricated recreational structures for organizations, youth camps, schools, sports clubs, and private homeowners looking to deal with large groups of people. If you need ample recreational space at an affordable cost, consider a prefabricated recreational building from Armstrong Steel. We are your trusted source for affordable, durable, safe, and customizable metal recreational buildings. We'll design an attractive structure for you then make it a reality and our production facility.

FAQs

Is Steel Versatile?

We love steel because of its versatility. We've used steel to design and install many recreational buildings for a variety of applications. With several years of experience in this industry, we've helped communities, municipalities, and individuals build steel structures that serve the intended purposes. Steel is a building material that can be used to design all types of structures, no matter the size, shape, and appearance. Steel will also allow you to expand your recreational metal building in case you need more space.

While designing Your Steel Recreational Building, can you use a Prefab Building Kit?

Prefab steel building systems can allow you to do a lot in the shortest time possible. It might look overwhelming when you first consider how complex your structure will look. But you need not worry; we've probably designed more complex structures than the one you are considering. The advantage of working with us is that we simplify everything. Once we agree with you on the best design, our engineers will break it down into individual elements and design them separately. The elements will then be fabricated and marked in our facilities. So when you get a prefabricated building kit from us, know that all the parts inside are labeled for ease of assembly. This means you won't need to hire another engineer or architect; we'll do everything for you.

Customizations

Custom Prefab Recreational Buildings

You can customize Armstrong Steel's recreational buildings and sports complexes to fit your functional and aesthetic requirements. Our experts will offer you a clear span and high ceilings steel framing to accommodate a wide range of recreational and sports activities. Our engineers will customize your recreational steel building's exterior to suit your taste. We design steel structures to support all wall designs, including CCMU, tilt-up, stucco, brick, or metal panels. Our metal panels come in various profiles and styles that are suitable for wall and roofing applications. We also customize colors according to your preferences.

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Plainview Barndominium

There is nothing we enjoy more at Armstrong Steel than providing customized solutions for each of our customers. Sometimes it is a backyard shed, other times it is a gigantic commercial building, and sometimes, it’s a barndominium.

Maine Steel Building

We say it all the time, but a steel building can be as attractive as a traditional brick and mortar building – even more so – and affordable, as well. If you need proof, take a trip to the north eastern tip of the U.S. and there, you might stumble upon a 50x75 red workshop which sits atop a hill overlooking a 300 acre farm. If a trip to rural Maine isn’t in your immediate plans, then simply read on.

River Raiders Custom Steel

Kenny H. of Chambersburg, PA was like many red-blooded Americans, spending many years in the construction field building homes. But Kenny’s true passion was off-roading, especially in his Jeep Wrangler. Still, he found that many of the parts he wanted to insert into his Wrangler were poor quality, so he quickly began fashioning his own parts in his parents garage. It didn’t take long until friends and family members started asking Kenny to make custom parts for their vehicles. Quickly, River Raiders Off Road was born.

Steel Building Auto Shop

Colorado’s small business owners are the lifeblood of the American free enterprise system. When small businesses succeed, we as Americans all succeed. Local communities and local economies are stimulated as those small business owners inject goods and services back into society.

Colorado Steel Building

Colorado - Dean D. is a true Colorado native. His proud family heritage exists on a forty acre property on Colorado’s western slope. The property has been a part of his family for over a century. “My family staked out this land back in the early days of Colorado,” says Dean.

Our Manufacturing Facility

Accountability and improvement are among our core objectives and we hold our products and processes to the highest standards. Ignoring the many technological pre-engineered metal building design breakthroughs that have been made over just the past ten years would be a terrible mistake but those advances are what many online metal building marts are least concerned about. Decades old design techniques, dated manufacturing equipment, and old technologies are inherently cheaper.

Rising Steel Prices

Because the price of your steel building system is dependent upon many different factors, Armstrong Steel has the luxury of charging extremely competitive rates. Customers often find that prices are generally lower with Armstrong Steel than conventional construction methods. To speak with a Building Expert about how to lock in your steel price, call 800-345-4610 today.

Pole Barns vs Steel Buildings

We are frequently asked about pole barns – and there’s good reason. Many of our customers believe that pole barns are a simple way to meet their agricultural or even storage needs. Pole barns often serve as workshops or make-shift garages in a pinch.

Frequently Asked Questions

We've helped thousands of contractors, small business owners, builders, do it yourselfers and their families learn more about the benefits of building with steel. Along the way, we've also answered more than a few questions about steel buildings — and we're always happy to help. For your convenience, we've compiled the answers to some of the more common questions.

Why Armstrong Steel?

Armstrong Steel Buildings are fabricated in state of the art facilities. Our culture has embodied a sort of fanatical attention to detail. While others are focused on making their product the cheapest, our products are designed to be the best AND affordable. We think cutting corners to be the cheapest with the highest profit margins is misguided. With Armstrong Steel you can have both! A great product to be proud of and a great price. We believe Armstrong products should genuinely be better, this requires real discipline, and that’s what drives us – a sincere, genuine appetite to make something excellent.

“Every time I've shown up to Armstrong Steel's Headquarters in the Denver Tech Center to discuss a building project with the project managers they are accommodating, efficient, priced right and they take care of our needs.”

Shane, Denver, Colorado

“We purchased 7 steel buildings from Armstrong Steel. Everything went smoothly! My biggest concern when taking delivery was that not all pieces for my 7 buildings would be there, but not one piece was missing! We will definitely come back to Armstrong for our future projects."

William, Midland, Michigan

“I liked that the building designers work at Armstrong and not overseas in case I had any questions! I'm 75 years old and if I can do this, anyone can!”

Wes, Libby, Montana

“I knew I could trust Armstrong because they're the manufacturer! Getting my building was simple. It was well within my budget, plus I got it delivered on time, and most important exactly how I wanted it.”

Gary, Gurley, Alabama

“Everything went so smooth from the design process to the building going up. If you're looking for the easiest way to buy a building, contact Armstrong Steel and get a building directly from the manufacturer.”

Chip, Paramus, New Jersey

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Mini-Storage Steel Buildings

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Self-Storage Metal Building Kits

The self-storage metal building industry has been growing rapidly in the last five decades. If you want to break into this lucrative industry or just want a good storage facility, you need to engage an industry leader in manufacturing steel buildings. For many years, we've been at the top of this industry, manufacturing high-quality steel structures that deliver in terms of expansion capabilities, security considerations, unit mixes, and aesthetics. We are well known, reputable, and our quality speaks for itself.

Whether you want your self-storage capacity expanded or you want to start a company dealing with self-storage, Armstrong Steel Buildings has your back. Even if you have several vehicles and you don't have a place to store them, we'll design a perfect structure for you. We offer various mini-storage metal buildings and metal self-storage kits that you can customize in roof pitches, door styles, and different sizes to best suit your business needs. Whether you want closed storage units or open storage facilities for your boat and RV storage, don't look further.

Our engineers are experienced in handling a wide variety of custom designs to deliver the highest quality and most economical designs you can get in the market today. Call us to help get started.

Popular Storage Unit Building Sizes

When you buy from Armstrong Steel, you can choose from hundreds of our existing size and layout combinations, or customize your steel building to your needs!

20' x 20' Storage Building

30' x 50' Storage Building

30' x 100' Storage Building