ArchMills

BUYER, in consideration of obtaining purchases on credit from Archmills ('Seller"), hereby agrees to the following terms and conditions NOTWITHSTANDING ANY PRIOR COURSE OF DEALING, CUSTOM OR USAGE OF TRADE, COURSE OF PERFORMANCE, PRIOR INVOICE TERMS AND CONDITIONS, PURCHASE ORDERS, CONTRACTS, OR AGREEMENTS. SELLER AND BUYER HEREBY AGREE TO THE FOLLOWING whether made pursuant to oral or written orders to its representatives, outside sales reps, or the office(s) in Bloomfield, Connecticut or Ringwood, New Jersey.

TERMS & CONDITIONS

 

Terms and Conditions to Govern - Acceptance of orders, whether oral or written, is based on the express condition that Buyer agrees to all of the terms and conditions expressed herein. These terms and conditions will govern unless Buyer notifies Seller of their unacceptability within five (5) days of receipt of this document, or immediately upon acceptance of delivery by Buyer will constitute Buyer’s assent to said terms and conditions. These terms and conditions represent the final and complete agreement of the parties, and no terms or conditions in any way modifying or changing the provisions stated herein shall be binding upon Seller unless made in writing and signed and approved by an officer or authorized person representing the seller. No modification of any of these terms shall be affected by Seller’s shipment of goods following receipt of Buyer’s purchase order, shipping request, or similar forms containing printed terms and conditions additional to or different from the terms herein. If the Buyer and Seller enter into any future contracts after execution of these terms and conditions, these terms and conditions shall prevail if there is any conflict between these terms and conditions and any future subsequent contracts. Seller will not be liable for the delivered condition of loose pieces of material requested by the Buyer. Our policy is to ship crates or cartons. Any measuring or drawing takeoffs are done as a courtesy to the customer and Archmills makes no representation as to quantities or sizes. Quantities and sizes ordered is the sole responsibility of the purchaser. The Seller will make every reasonable effort to conform with buyer’s project schedule however seller does not guarantee timed deliveries, and is not liable for “time of the essence” performance. Buyer agrees to all manufacture’s terms and conditions of which are available upon request. Sales of custom or special-order goods are final.

 

Approval of Orders - Orders are subject to acceptance by Seller's office. Any alterations to, or deviations from, the Customer Approved Drawings may require a Change Order and additional charges for added materials and or engineering costs. Production begins once; (a) Production Drawings and submittals have been returned to seller approved, (b) all RFI's clarified, (c) Production Payment received per applicable terms, (d) acceptance by the customer of any changes in costs related to adds or deducts to final set of drawings, (e) seller receives final schedules and any required templates and approved mockups or samples, and (f) any required site measurements have been verified by the buyer or buyer’s representative. 

Payment Terms - Unless specific payment Terms as defined on Quotation an initial (50%) Fifty Precent payment is required on acceptance of order prior to production release, with final balance paid pre-shipment of goods.  If a customer has open approved credit account in good standing 25% is to be paid pre-shipment of goods and the final 25% may be paid in 30-day terms. Payments to be made in the form of Bank check, or by wire transfer, and in some cases Credit Card prior to shipment to the Customer. Approved Credit card transactions are subject to a 3.5% processing fee, payable to Seller by Buyer. Seller, at its sole discretion, may not accept credit card charges in excess of $500. Credit card sales are final. Some projects may require Progress Payments. Initial payments and Progress Payments are for services rendered such as, but not limited to, drafting, design development, jobsite visits, and other intellectual investments into the project, and are non-refundable. As the seller ensures receivables with Euler Hermes credit insurance “Pay when paid” terms are only acceptable to the extent that payment is made within the term period provided by the seller.  In no event shall the buyers open invoices exceed 30 days of which time invoice is fully due irrespective of whether the buyer has received payment from the owner.

 

Taxes - All Taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, upon the sale, use or transportation of any goods covered hereby, shall be paid and borne by Buyer. If the Buyer claims a sale is exempt from all State Sales Tax it must provide a Certificate of Exemption and/ or resale number to obtain deletion of said taxes from any invoice. Should the Seller ever be assessed sales taxes on sales claimed to be tax exempt by the Buyer, the Buyer agrees that it shall, upon due notification from the Seller, indemnify and hold harmless the Seller from any and all liability including interest and penalties to the appropriate taxing authorities.

 

Designation of Carrier - For all sales made on a delivered price basis, Seller reserves the right to designate the carrier. (1) If the delivery of these goods requires obtaining (a) permit (s) of the services of (an) engineer (s) of other specialized personnel and /or results in the issuance of a summons to the Seller, all expenses resulting there from shall be borne by the Buyer. (a) Separate invoice (s) shall be provided to the Buyer for such additional expense which shall be due and payable subject to the same terms and conditions as apply to the sale to subject goods.

 

Title to Goods – Risk of Loss - Seller retains right, until full payment is received by Seller to file a lien against property for which the goods were used. In New Jersey this order also serves as a notice to file a lien if full payment is not made to Seller.  Title of the goods shall pass to Buyer: (a). Upon delivery and acceptance to the Buyer’s job site or premises are evidenced by a receipt signed by the Buyer’s duly authorized agent or employee. (b). Upon receipt of the goods by the Buyer’s duly authorized agent or employee in connection with pick-up(s) at the Seller’s warehouse. (c). Upon delivery to a carrier when the goods are transported by any means other than Seller’s vehicles. In the event title to the goods shall pass to the Buyer upon delivery thereof to the carrier. Delivery to carrier shall constitute delivery to Buyer, and thereafter the goods shall be at Buyer’s risk. Any claim by Buyer against Seller for shortage or damaged occurring prior to such delivery must be made within (24) hours after receipt of the goods and accompanied by original transportation bills signed by carrier noting that carrier received the goods from Seller in condition claimed.

 

Overdue Accounts - Interest will be assessed against the Buyer at a rate of 2.5% monthly on all balances unpaid beyond payment terms and will appear on all statements sent by Seller to the Buyer. The failure of the Buyer to accept in writing to any written statement of account sent to it by the Seller within thirty (30) days from date shall be deemed to constitute an account stated insofar as all items and charges in said statement (s) is (are) concerned. In the event the Seller retains counsel to collect overdue accounts the Buyer and or the individual shall be responsible for the Seller’s expenses, including all costs of collection, and reasonable attorney’s fees of 25% of the open balance if paid before the institution of suit and 50% if institution of suit is necessary to collect said unpaid balance. Should the cost of suit exceed 50% of the unpaid balance the buyer shall be liable to the seller for such difference. 

 

Force Majeure - If Seller performance is prevented or delayed by strikes, riots, lockouts, war, embargoes, or exceptional impediments to transportation, earthquake, fire, action by Federal, State, or local government or authorities, action by foreign powers, acts of God, reduction of sources or supply, or any cause or circumstance, not limited to the above, which is beyond the reasonable control of Seller, Seller shall not be held liable for the consequences thereof and the obligation to make delivery or perform warranty service shall be suspended while the causes are in effect until the resumption of work after termination of the causes. The foregoing shall apply even though one or more of the causes exist at the time of the order or occur after Seller performance of its obligations are delayed for other causes.

Governing Law - This agreement shall be construed and governed by the laws of the State of New Jersey and the United State of America. If any provision of this agreement is invalid, then all valid parts severable from the invalid part remain in effect. Buyer hereby irrevocably submits to the jurisdiction of any state or federal court within the County of Passaic, New Jersey. Buyer agrees to the venue of said courts and that any dispute or legal action arising from this agreement shall solely be entertained in such courts. Buyer further agrees to: (1) service of process by certified or registered mail, or by any messenger permitted by law; and (2) irrevocably waive the defense of inconvenient forum.

Waver of Jury Trial - The Buyer agrees to waive trial by jury in any action, proceeding or counter claim brought by either party hereto of any matter arising out of, or in any way hereto, of any matter arising out of, or in any way connected with, or pertaining to this sale or the installation, use, or other disposition of the merchandise sold herein, or any claim for injury or damages arising therefrom.

Hold Harmless - To the fullest extent permitted by law, Buyer will defend, indemnify, and hold harmless the seller and sellers manufactures and owner, their officers, directors, agents and employees, and those other entities designated by Seller (“Indemnitees”) from and against any and all claims, liens, judgements, damages, losses and expenses including reasonable attorneys’ fees and legal costs, arising in whole or in part and in any manner from the act, failure to act, omission, breach or default by Buyer and/or its officers, directors, agents, employees, Sub-subcontractors and owners in connection with the performance of this Agreement.

Freight Charges - Unless otherwise noted all quoted freight charges are an estimate and are considered an allowance.  Seller reserves the right to pass thru additional freight and handling cost should cost exceed that which has been estimated on the quotation. If additional charges are to be assessed the seller will provide the buyer invoices evidencing this additional freight and or handling cost upon request.

Quoted Prices - Quoted prices for this project have been calculated based on the current costs for the component building materials, as noted in this quotation. However, the market for the building materials is considered to be volatile, and sudden price increases could occur. Seller agrees to use its best efforts to obtain the lowest possible prices from available building material suppliers, but should there be an increase in the prices of these materials between the time this contract is signed to the date Seller’s work commences, Buyer agrees to pay the cost increase to Seller. Any claim by the Seller for payment of a cost increase, as provided above, shall require written notice delivered to Buyer stating the increased cost, the building material or materials in question, and the source of supply, supported by invoices or bills of sale. Buyer shall then be required to pay the increase cost to be incurred by Seller. However, should there be a rise in the cost of any specified building material or materials, exclusive of any other price changes, that would cause the total contract price to increase by more than Ten percent (10%), the Seller shall, before making any additional purchases of specified material or materials, provide the Buyer with a written statement expressing the percentage increase of the contract price, the building material or materials in question, and the dollar amount of the price increase to be incurred. The Buyer may then, at its option, terminate the contract by providing within three (3) business days written notice of termination to the Seller. In such an event, Buyer shall be required to pay the Seller for all costs it expended in the performance of the contract to the date of termination, plus payment of a prorated percentage of the Seller’s profits based on the percent of completion at the time of termination. If Buyer does not provide said notice to terminate after receiving the written statement, as stated above, then Seller may purchase the specified material or materials at the increased price, and the Buyer shall be required to pay the increased cost incurred.

Warranty - All goods manufactured by Seller are warranted to Buyer to be free from defects in material and workmanship for One (1) year from date of delivery. THE FOREGOING WARRANTY IS NON-ASSIGNABLE AND IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS. Our responsibility for merchandise manufactured by OTHERS is limited to the warranties of the manufacturers who produce it. WE OFFER NO ADDITIONAL WARANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY RELEVANT TO ITS SUITABILITY FOR ANY PARTICULAR PURPOSE. Copies of these warranties are available upon request.  Seller shall not be liable for incidental or consequential losses, damages, or expenses, directly or indirectly rising from the sale, handling, or use of the goods, or from any other cause relating hereto, and Seller’s liability in any case is expressly limited to the replacement (in the form originally shipped) of goods not complying with this agreement or at Seller’s election, to the repayment of or crediting buying with an amount equal to the purchase price of such goods, whether such claims are for breach of warranty or negligence. Any claimed defect in material or workmanship shall be deeded waived by Buyer unless submitted to Seller in writing thirty (30) days from the date it was, or reasonable inspection, should have been, discovered by Buyer. Seller shall not be liable under the foregoing warranty if any loss or damage is caused by improper application or use of the goods, or use of the goods, or if the goods are not applied and used according to Seller’s current printed directions and specifications.  The Seller cannot guarantee dye lots on all merchandise.  In the event of deficiency or product defect of which is accepted by the seller and or seller’s manufacturer, the seller maintains the exclusive “right to cure” and will make every reasonable effort to cure, self-preformed in a timely manner at its own expense.  Seller will in no way be liable to buyer for any back charge unless accepted in writing by the seller in advance of remedial work. In no event shall the Seller be liable to the Buyer for any amount in excess of one-half of the monies paid by Buyer.

 

 

Terms of use

The website displayed at www.archmills.com (this “Site”) is operated by ARCHMILLS. (“ArchMills”). Your use of and access to this Site is conditional upon your acceptance of these Terms of Use. We reserve the right, in our sole discretion, to modify or update these Terms of Use from time to time with immediate effect. It is your responsibility to review these Terms of Use periodically for updates.

AFTER READING THIS PAGE, IF FOR ANY REASON YOU DO NOT AGREE WITH OR CANNOT ABIDE BY THESE TERMS OF USE OR OUR PRIVACY POLICY, PLEASE EXIT THIS SITE IMMEDIATELY. OTHERWISE BY ACCESSING AND USING THIS SITE, YOU ARE AGREEING TO THESE TERMS OF USE AND OUR PRIVACY POLICY.

Rights to Contents and Intellectual Property

The copyrights to all materials, content and lay-out of this Site (including text, user and visual interfaces, images, look and feel, design, sound, etc. and any underlying software and computer codes) are proprietary to ArchMills, its parents, affiliates, subsidiaries, or third party licensors. You may not copy, reproduce, post on any other website, republish, upload, encode, modify, translate, publicly perform or display, commercially exploit, distribute or transmit any portion of this Site or make any derivative works from this Site in any way without ArchMills' express prior written consent.

Any name, logo, trademark, service mark, patent, design, copyright or other intellectual property appearing on this Site is owned or licensed by ArchMills or its parents, affiliates or subsidiaries and may not be used by you without the prior written consent of ArchMills or the appropriate owner. Your use of this Site does not grant you any right, title, interest or license to any such intellectual property appearing on the Site.

Any unauthorized use of the content of this Site may subject you to civil or criminal penalties.

 

Use of this Site

ArchMills maintains this Site for your education, information and personal entertainment. You should feel free to browse the Site and may download material displayed on the Site for non-commercial, lawful, personal use only provided all copyright and other proprietary notices contained on the materials are retained and such information is not modified, copied or posted on any networked computer or broadcast in any media. All other copying (whether in electronic, hard copy or other format) is prohibited and may breach intellectual property laws and other laws world-wide. All commercial use of all or part of this Site is prohibited except with ArchMills' express prior written consent. All rights not expressly granted here are reserved to ArchMills.

 

You may not use any computer program tools including, but not limited to, web spiders, bots, indexers, robots, crawlers, harvesters, or any other automatic device, program, algorithm or methodology, or any similar or equivalent manual process (“Tools”) to access, acquire, copy or monitor any portion of the Site or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content, to obtain or attempt to obtain materials, documents or information through any means not purposely made available through the Site. Tools that use the Site shall be considered agents of the individual(s) who control or author them. These individuals shall be ultimately responsible for the actions and behavior of their Tools on this Site and any violations of these Terms of Use as a result thereof.

 

No Warranties

ARCHMILLS DOES NOT PROMISE THAT THIS SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OR ACCURACY. ArchMills also assumes no responsibility, and shall not be liable for any such damages caused by viruses or other forms of contamination or destructive features that may effect your computer equipment, software, data or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, text, images, video or audio from the Site or any linked sites.

 

Limitation of Liability

In no event shall ArchMills, its parents, affiliates, subsidiaries and services providers, or the officers, directors, employees, shareholders, or agents of each of them, be liable for any damages of any kind, including without limitation any direct, special, incidental, indirect, exemplary, punitive or consequential damages, including lost profits, whether or not advised of the possibility of such damages, and on theory of liability whatsoever, arising out of or in connection with the use or performance of, or your browsing in, or your links to other sites from, this Site. You acknowledge by your use of the Site, that your use of the Site is at your sole risk. Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages; if these laws apply to you, some or all of the above disclaimers may not apply, and you might have additional rights.

 

Indemnification

You agree to defend, indemnify and hold ArchMills harmless from and against any and all claims, damages, costs and expenses, including reasonable attorneys’ fees, arising from or related to your use of the Site.

 

Promotions

Additional terms and conditions may apply to specific portions or features of the Site, including but not limited to contests, sweepstakes, invitations, or other similar features (each an “Application”), all of which additional terms and conditions are made a part of these Terms of Use by this reference. You agree to abide by such Application terms and conditions. If there is a conflict between these Terms of Use and the terms of the Application, the terms of the Application will control as relating to the Application.

 

Communications with this Site

You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law. ArchMills will fully cooperate, including but not limited to, maintaining and disclosing any transmittals or communications that you have had with the Site, disclosing your identity or helping to identify you, with any applicable law or regulation, law enforcement authorities, court order or governmental authority.

 

Any communication or material you transmit to the Site by e-mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. ArchMills cannot prevent the "harvesting" of information from this Site, and you may be contacted by ArchMills or unrelated third parties, by e-mail or otherwise, within or outside of this Site. Anything you transmit may be edited by or on behalf of ArchMills, may or may not be posted to this Site at the sole discretion of ArchMills and may be used by ArchMills or its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, ArchMills is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information. If you transmit any ideas, concepts, materials or other communications to this Site, you accept that it will not be treated as confidential and may be used by ArchMills without compensation in any manner whatsoever, including without limitation reproduction, transmission, publication, marketing, product development, etc.

 

Although ArchMills may from time to time monitor or review discussion, chats, postings, transmissions, bulletin boards, and the like on the Site, ArchMills is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such locations on the Site. ArchMills assumes no responsibility or liability for any actions or communications by you or any unrelated third party within or outside of this Site.

 

Termination

At its sole discretion, ArchMills may modify or discontinue the Site, or may modify or terminate your account or your access to this Site, for any reason, with or without notice to you and without liability to you or any third party.

 

User Name and Password

You acknowledge and agree that you are responsible for maintaining the confidentiality of your user name and password. You shall be responsible for all uses of your account, whether or not authorized by you. You agree to immediately notify ArchMills of any unauthorized use of your user name or password or any other breach of security.

 

Unaffiliated Products and Sites

Descriptions of, or references to, products, publications or sites not owned by ArchMills or its affiliates do not imply endorsement of that product, publication or site. ArchMills has not reviewed all material linked to the Site and is not responsible for the content of any such material. Your linking to any other sites is at your own risk.

 

Linking Policy

This Site may provide, as a convenience to you, links to sites owned or operated by parties other than ArchMills. Each linked to website has its own terms and conditions of use, as described in that site's legal notice/terms of use. Those terms and conditions may be different than these Terms of Use, and we urge you to read each website's legal notice/terms of use carefully before you use that site. ArchMills does not control, and is not responsible for the availability, content or security of these external sites, nor your experience interacting or using these external sites. ArchMills does not endorse the content, or any products or services available, on such sites. If you link to such sites you do so at your own risk.

 

United States Governing Law; Void Where Prohibited

This Site shall be governed by, and your browsing in and use of the Site shall be deemed acceptance of and consent to, the laws of the State of New Jersey, United States of America, without regard to principles of conflict of laws. Notwithstanding the foregoing, this Site may be viewed internationally and may contain references to products or services not available in all countries. References to a particular product or services do not imply that they are appropriate or available to all persons in all locations, or that ArchMills intends to make such products or services available in such countries. Any offer for any product, feature, service or Application made on this Site is void where prohibited. Your information will be transferred to ArchMills , located in the State of New Jersey, United States, which location may be outside of your own country, and by providing us with your information, you are consenting to such transfer. Although we will use all reasonable efforts to safeguard the confidentiality of any personal information collected, we will not be liable for disclosure of personal information obtained due to errors in transmission or the unauthorized acts of third party