Terms & Conditions of Sale

1. SECURITY INTEREST – In the event Warehouse One, Inc., hereinafter “Seller,” has extended credit to Buyer/Owner, hereinafter “Buyer,” for the purchase of the materials reflected in this agreement, then Buyer hereby grants to Seller a security interest in and to the goods and materials sold and transferred to Buyer under this agreement, to secure payment of the original purchase price of such materials.  Neither the Buyer nor Seller shall have the right to assign any rights or interest accruing under this agreement without the written consent of the other.

2.  FINANCIAL RESPONSIBILITY – Reasonable doubt on the part of the Seller concerning the financial responsibility of the Buyer shall entitle Seller to stop operation, decline shipment, or stop any material in transit without liability until the materials have been paid for or until Seller is furnished reasonably satisfactory proof of Buyer’s financial responsibility.

3.  ATTORNEYS’ FEES – If any default is made in payment of amounts due for the sale of goods and services hereunder, Buyer agrees to pay Seller’s reasonable cost of collection, including a reasonable attorney’s fee, not to exceed the amount allowed by any applicable statute.  In case of such default, if Buyer is a corporation, the president of Buyer’s corporation shall be deemed to have personally guaranteed this invoice.

4.  CHANGE ORDERS – All changes and deviations in the services or material requested by the Buyer will be confirmed in writing by the Seller.  Seller, at its discretion, will either issue a new sales order or modify the existing sales order (change order) to reflect the agreed upon changes in materials or services provided and/or the amounts charged for requested changes.  Seller will obtain Buyer’s written approval before proceeding.  Any delays in the time schedule of the project due to changes to material or services ordered shall be the responsibility of the Buyer.

5. DELAYS – Seller shall not be responsible for delays or failure of delivery resulting from labor disputes, fires, floods or other casualties, public disturbances, government regulations, transportation delays, material shortages or other causes or conditions of similar nature or otherwise beyond the control of Seller.

6. PAYMENT TERMS – Payment in full is due at the time of shipment unless Credit has been approved by the Seller.

7. CREDIT – Credit terms are Net 10 days unless otherwise noted on the Seller’s sales order.  Buyer agrees to complete a Credit Application and authorize Seller to verify bank and trade references and verify Buyer’s credit history through various credit reporting agencies. Seller reserves the right to require a bank letter of credit (guarantee) drawn on Buyer’s bank account.  Seller reserves the right at any time to revoke any credit extended to Buyer because of Buyer’s failure to make payment when due or for any other reason deemed good and sufficient by Seller and in such event to insist upon immediate payment of any outstanding invoices and payment prior to shipment of any remaining merchandise. Service charges of 1.5% per month or maximum allowed by current law shall be added on any delinquent amounts.

8. CANCELLATION – Orders are not subject to cancellation, except with Seller consent, and upon terms that will indemnify Seller against all loss. Orders not shipped due to Buyer’s postponement or inaction will be cancelled in 30 days unless prepaid.

9. RETURNS – Material shipped as ordered cannot be returned unless prior written authorization is obtained from Seller.  For authorized returns, items must be returned freight prepaid at Buyer’s expense. For any Seller stock items, a 25% restocking charge will apply.  For non-stock items, any manufacturer’s restocking charges will be billed to the Buyer.

10. SHIPPING – All items are shipped F.O.B. Origin, “Best Way” Freight Prepaid and Add unless preferred routing is specified by the Buyer.  In this instance, items will be shipped F.O.B. Origin, Freight Collect.  Shipping and handling charges are an estimate at the time of quotation.  Actual shipping and handling charges will be added to the invoice, unless otherwise specified.  When date of shipment is given to Buyer, it is an estimate. Seller will make every effort to ship items as near that date as possible.  However, Seller will assume no responsibility for any loss or inconvenience caused by non-delivery on the estimated date; and Seller shall not be responsible for loss or damage of goods in transit.

11.  SALES TAX – Prices quoted do not include Federal, State or Local sales and/or use taxes unless specifically stated.  In the event taxes are later assessed, they are the responsibility of the Buyer and reimbursable to Seller.

12. ERRORS – Clerical and stenographic errors are subject to correction.

13.  WARRANTY – Buyer acknowledges that Seller is not an original manufacturer of the products sold under this Agreement.  Sellers’s employees’ ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES, shall not be relied upon by the Buyer, and are not a part of the contract for sale.  Seller, its agents and employees make NO WARRANTIES, whether written or oral, express or implied, including, but not limited to, the IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTY OF QUALITY, except the warranty of title, in connection with the sale of goods and materials reflected in this agreement.

14. IMPROPER USE – Improper loading or configuration of warehouse storage systems and material handling equipment can result in serious injury, death or property damage. Seller CANNOT BE RESPONISIBLE for any injury, damage or death resulting from the Buyer’s or Buyer’s Representatives improper use, loading, installation or reconfiguration of storage or material handling equipment.

15. BUYER’S ACKNOWLEDGMENT FOR ENGAGEMENTS RELYING ON LAYOUT AND DESIGN DRAWINGS – Material and/or services quoted by Seller shall be per the drawings and specifications provided to Seller by the Buyer.  If Seller is requested by the Buyer to provide a layout or design, Buyer (or its employees, architect and/or engineer retained by the Buyer, hereinafter, “Buyer’s Representatives”) is responsible for verification of the layout or design’s compliance with all local, state and federal laws, codes, ordinances, rules and regulations bearing on the layout or design of the project. The Buyer, including Buyer’s Representatives, will be responsible for checking all applicable codes as they pertain to the project, making modifications to the design as required, and ensuring that the final layout or design meets all applicable codes and regulations.  Buyer, or Buyer’s Representatives, is responsible for the accuracy and verification of building and material dimensions, including, but not limited to the locations of conveyors, sprinkler systems, lighting, heating units, and other obstructions.  The Buyer will provide proper equipment necessary to unload and install material and a secure area sufficient to allow for proper and safe storage of materials, unless otherwise agreed upon with the Seller.  All necessary architectural and engineering fees, impact fees, construction permits, licenses and any other fees, including taxes imposed on Seller and other taxes are the responsibility of the Buyer.

16. BUYER’S ACKNOWLEDGMENT FOR USED EQUIPMENT PURCHASES – Buyer or Buyer’s Representatives, acknowledges and understands that the equipment being purchased is USED. Buyer further acknowledges that buyer (or a representative selected by buyer) has been given the opportunity to fully inspect the product being purchased, either in person or via electronic images, and buyer hereby agrees the purchased product conforms to the representations of seller and that the description in the sales order is accurate as to condition and count.

17. ENTIRE AGREEMENT – The substantive law of the State of Missouri shall control any action premised upon this contract of sale. In the event any provision contained in this agreement shall be deemed unenforceable, such provision shall be given no force and effect, provided however, the balance of this sales contract will remain in full force.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. (Notice required by R.S.Mo. §435.460)

It shall be mandatory that any dispute arising under this Contract shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall be held in Kansas City, Missouri and shall be governed by the provisions of the Revised Statues of Missouri §435.010 et seq.