Detail 1

Terms and Conditions for Component Purchase

Definitions

“Supplier” means any party who offers to provide Goods in accordance with these Conditions.

“Buyer” means any party who offers to purchase Goods in accordance with these Conditions.

“Goods” means the design and/or supply of goods as detailed or referred to in the Estimate and the term “Goods” will be interpreted accordingly.

“Project Location” means the location for delivery of the Goods as stated in the Estimate or as otherwise agreed in writing between the Buyer and the Supplier.

“Delivery date” means the date for delivery of the Goods which is stated in the Estimate.

“Specification” means any document or documents prepared by the Supplier relative to the design and/or describing the Goods. (including: shop drawings, written descriptions, details, models and sketches.)

“Plans” means any architectural, engineering, drafting and drawings provided by the Buyer for reference to the Supplier.

“Estimate” means the estimate made by the Supplier to supply Goods for the lump sum price, or the rates and prices stated in writing. (Standard estimating process: initial rough estimate based on a 3D model, updated estimate based on architect/designer Plan, Secondary updated estimate based on project Engineer's Plans, and Final Estimate that converts to Sales Order)

“Sales Order” means the agreement of the Supplier and all documents together following the Estimate revisions by the Supplier, negotiations and agreements for Purchase. Serves as final agreement for purchase, signature, and initial payment.

“Price” means the lump sum price as adjusted in accordance with the Sales Order and/or changes made by the Buyer since the Sales Order.

“Expiry Date” means the period stated in the Estimate or Sales Order during which the rates and prices for the supply of the Goods will remain fixed.

Standard Estimate Process

Each Estimate shall include the Quantity of Goods, Costs, and visual representation of the items described in the Estimate. Standard process is as follows and Buyer and Seller agree that updates and careful review is required at each stage for accuracy and completeness.

Initial rough Estimate based on a three-dimensional model or sketch (numbered estimate)
Updated Estimate based on architect/designer Plan (Revision 1)
Secondary updated Estimate based on project Engineer's Plans (Revision 2)
Final Estimate that converts to Sales Order. Final and fixed - both in accuracy of dimensions, customizations, delivery date, negotionals, and approvals by Supplier and Buyer.

Sales Order as Contract

Written approval of Sales Order including written and digital approval, signed Estimate or Sales Order, Deposit or transfer of funds - all affirm Buyer’s acceptance and entering into agreement to purchase goods and to terms and conditions stated here and listed on the website.

In the event that changes to the Buyer’s project occur after acceptance of a Sales Order, they must be made in writing to the Supplier. An amendment to the Sales Order and an updated Price and schedule of payments will be provided to Buyer as soon as practicable in writing

Any typographical, clerical or other error or omission in any sales literature, Estimate, price list or acceptance of offer, invoice or other document or information issued by the Supplier shall, at the Supplier’s election, be subject to correction without liability on the part of the Supplier. If the corrected document is part of the Sales Order, it will be treated as if it was always included within the Purchase Order in its corrected form.

Cancellation, Refunds, Returns

No cancellations - full amount due at delivery date after initial Sales Order and Deposit received.

No Refunds or Returns after initial deposit plus 24-hours.

The Price stated in the Estimate or any price subsequently submitted by the Supplier is based on materials and wage rates applicable at the date of the Estimate or variation of the Estimate on the understanding that the supply of the Goods will be completed before the Expiry Date. Should completion be delayed beyond the Expiry Date as a result of any fault of the Buyer or any other reason out with the control of the Supplier, the Supplier reserves the right to adjust the price stated in the Estimate or variation Estimate in line with the increased costs of materials, labor or manufacturing incurred by the Supplier. Any such adjustment will be notified to the Buyer as soon as practicable in writing after the Expiry Date.

The Price, where appropriate, allows for the cost of importing materials based upon the rates of exchange, tax or duty prevailing at the date of the Estimate or variation of the Estimate as applicable. In the event of any adjustment in such rates of exchange etc, after the date of the Estimate or variation of the Estimate as applicable, the Supplier reserves the right to make an appropriate adjustment to the Price to compensate the Supplier for any increased cost.

Delivery Dates & Delays

The Delivery date specified in the Sales Order is a genuine forecast and all effort will be made to meet the Delivery Date. Time of delivery is not of the essence but every effort will be made to ensure it is met.

Shipment will be scheduled when Buyer, or Buyer’s representative, Contractor, or Installation sub-contractor have confirmed that Project Location is prepared and ready for delivery. Freight will not be scheduled without verification of site accessibility, staging area, clear trucking access, and confirmed foundation system is ready for construction.

The Supplier shall not be liable for any delay in delivery whatsoever caused. Delivery of the Goods after the Delivery date does not entitle the Buyer to treat the Purchase Order as being breached and/or to any remedy.

The Supplier reserves the right to make delivery of the Goods by installments. Failure by the Supplier to deliver the Goods in a single installment does not constitute a breach.

Where a failed delivery takes place and additional delivery, storage or other costs are incurred as a result, all additional costs will be passed on to the Buyer.

Additional delivery and storage charges will also be charged to the Buyer when the Buyer gives insufficient warning of a delivery rearrangement.

The Supplier reserves the right to charge the Buyer for the costs incurred by the Supplier in re-programming any production or manufacturing run.

Where the Buyer is unable to accept delivery of all or any of the Goods on the Delivery Date, it is the responsibility of the Buyer to arrange for suitable storage at the sole cost of the Buyer. If the Supplier has sufficient and appropriate facilities for those purposes it may offer to store the Goods at the Buyer’s risk and expense.

In the event that project delays require storage of Goods, monthly storage fees will be billed to the client. Up to 5% of total project order monthly.

Goods and Materials

The Supplier reserves the right to alter the Specification provided such alteration does not have a materially detrimental effect on the overall performance or integrity of the Goods.

Goods / materials are deemed to be purchased / produced on a bespoke basis and cannot be accepted for return by the Supplier.

The Supplier reserves the right at its discretion and any time to demand payment in part or in full before continuing with the design or delivery of any Goods.

Taxes

All rates and prices are as stated in the Estimate, Tax is shown as a line-item and will be due and paid to the State according to law. Tax or any similar or other taxes, levies or duties will be billed and owed by Buyer to the Supplier for payment to the state tax agency in accordance with regulating bodies for Project Location. Taxes may be applied to Buyer invoices in installments, full amount on final invoice, or billed separately.

Acceptance, Inspection, Repair

All Goods shall be at the sole risk of the Buyer from the time that they are delivered to the Project Location whether or not accepted by the Buyer. In the event that risk in the Goods has passed to the Buyer in accordance with the terms of the Sales Order then notwithstanding any other of its provisions such risk shall not in any circumstances be passed back to the Supplier.

It is a condition precedent to making any claim for defects that the Buyer must inspect the Goods and inform the Supplier within 24 hours of delivery of any defect. This is to be accompanied by evidence of the defect.

In all cases where defects are complained of the Supplier shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Supplier before any use is made thereof or any alteration or modification is made thereto by the Buyer.

Shipping

Handling

Supplier panels must be protected from exposure to the elements and must not be stored in direct contact with the ground. The panels are bulky and heavy. Manpower is enough to move small panels, but larger panels often require a crane or forklift. Comply with all safety regulations when handling panels.

Storage

The panels are shipped with dunnage spacers between panels. During off-loading and storage make sure that there are always support stickers between the ground and each panel. Provide stickers not more than 4 feet and at panel ends. The panels need to be elevated and flat to prevent any water damage from the ground. The panels need to be fully protected using a durable covering to prevent exposure to rain and snow.

Exposure During Construction

Panels are rated for exterior exposure during installation, however damage may occur to the cavity insulation if panels are exposed to extended wet conditions or if water, snow or ice is allowed to stand on horizontal panels. The purchaser is responsible for providing protection to the panels once they are delivered on site. Supplier recommends that the panels be protected using a durable EPDM or similar level of protection during and after installation until permanent roofing or water protection is provided.

Installation

The Buyer is responsible for verifying that Supplier’s panels meet the needs of the project and that all applicable federal, provincial, and local codes are met.

All Supplier’s Panels must be installed per the installation specifications provided by a Licensed Structural Engineer/Architect provided specifically for the project, proper use of Approved Component Materials (adhesives, sealants, fasteners, etc.) moisture protection,vapor retarder and mechanical ventilation requirements. Be certain that site conditions are such that safe working practices are strictly observed. Review all installation drawings and associated documents for the project. Consult with the project engineer to confirm that the suggested procedures are suitable for each specific installation. Recognize that the substitution of components not supplied by Supplier may require some procedures different from those recommended. Use of wrong materials may cause installation and performance problems and are the responsibility of the purchaser. All installed materials, especially sealants and fasteners, must be those which are specified on the project’s installation drawings. Supplier cannot be responsible for the performance of materials which are not provided, specified or approved by Supplier.

Engineer

ALL PROJECTS UTILIZING B.PUBLIC PREFAB GOODS REQUIRE THAT ALL PLANS TO BE REVIEWED AND STAMPED BY THE PROJECT ENGINEER. ALL SUBMITTED PLANS FOR PERMIT AND CONSTRUCTION SHALL INCLUDE ENGINEER-STAMPED SHOP DRAWINGS FOR OFF-SITE COMPLIANCE AND CONSTRUCTION. QUALITY CONTROLS, DOCUMENTATIONS, AND ADHERENCE TO SHOP DRAWINGS WILL BE HELD BY B.PUBLIC.

Warranty

Supplier warrants that all Goods will conform to the Specifications and will be manufactured in compliance with all applicable laws, codes, rules and regulations. Supplier warrants the Goods against defects in materials and workmanship for a period of one (1) year from the date of delivery at the F.O.B. location specified in the Sales Order for the Goods. Eligible structural building envelopes will be covered by RWC, LLC. Limited Structural Warranty for Manufactured Building Systems 10-years after the first year has passed.

Payment Schedule

The Price shall be due as progress payments

Initial deposit required within 5 business days of Sales Order. (20%)
Second Payment due 60-days prior to manufacturing. (50%)
Final Payment due on Shipping Date for release to freight service or to initiate Storage Period. (30%)
Monthly Storage Fees will be billed Monthly 5% of total order or as negotiated in writing by Supplier past the delivery date.
Interest shall be charged on all overdue amounts from the final date when payment was due until actually made at the rate of five percent during the period of delay in payment by the Buyer.

Limited Liability

Subject to the other clauses in these Conditions, the Supplier hereby undertakes to make good any defects in the Goods arising (within one year from the date of delivery) due to any design, workmanship or materials carried out or supplied by the Supplier not being in accordance with the Sales Order and which is not due to ordinary wear and tear or to improper use or care by any other party other than the Supplier.

The liability of the Supplier under this clause shall constitute its sole liability (save in respect of death or personal injury caused by the negligence of the Supplier) whether in Sales Order, delict/tort (including negligence) or otherwise in respect of any defects in the Goods and any warranties or conditions implied by law are hereby expressly excluded to the fullest extent possible.

Conflict Resolution

Any claim, dispute or other matter in question arising out of or related to this Sale Order shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of Supplier’s services, Supplier may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Santa Fe, New Mexico, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. If the parties cannot agree upon a mediator or a procedure for mediation, or they cannot agree upon an arbitrator or selection of applicable arbitration rules, then in such event any such dispute will be resolved in a court of competent jurisdiction.

Standard Level of Care

Supplier shall provide the professional services set forth in this Agreement consistent with the professional skill and care ordinarily provided by designers of residential plans and specifications practicing in the same or similar locality under the same or similar circumstances. Supplier shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project.

Any goods manufactured to the design or specification of the Buyer or his agents or to details taken off plans supplied by the Buyer are manufactured and delivered without warranty of any kind except their compliance with such design or specification. The Buyer will unconditionally, fully and effectively indemnify the Supplier in respect of any claims, costs or expenses, losses or demands resulting there from including the infringement of any patent, copyright, design, trademark or any other industrial or intellectual property rights resulting from the Supplier’s use of such design or specification.

Where the Supplier undertakes any design, the Supplier’s liability for that design is limited to a duty to carry out that design with reasonable skill and care.

Disclaimer

Supplier’s Goods are components that are fully-insulated structural panels for the construction of thermal building envelopes. All references to “high-performance”, “low-energy”, “airtightness”, “passive house”, “net-zero” and the like are not guaranteed by Supplier in design or off-site panel construction. All performance measures are dependent on real construction and 3rd party verification, modeling, and monitoring. Supplier does not guarantee energy use, loads, or certifications. The design and component construction are only two important steps towards “green” and “passive house” certifications and alone do not ensure performance. All engineering, modeling, and performance data is available publicly to clients, certifiers, consultants, and building officials to work towards best possible project success and long-term sustainability goals.

Final selections of materials are the responsibility of the homeowner and/or builder, including, but not limited to proper installation of materials, nailing, gluing, caulking, and many other small items and details not necessarily indicated on the Plans, and over which PUBLIC,PBC has no control or responsibility. Supplier shall not be held liable for any errors, omissions, or deficiencies in any form by any party whatsoever.

Exclusions

Supplier’s Sales Order does not include freight, loading, staging, installation/erection of panels/building envelope, hardware, sealing tape, or materials for installation and structural attachment/connections. Any estimate for these goods and services are provided as a courtesy. These items are provided by third-party and may be provided for estimating purposes but are not contracted or purchased through or by Supplier.