Terms & Conditions
U. S. Concrete Products Corporation

ENTIRE AGREEMENT. This Contract for Purchase and Sale, prior to expiration, shall consist of all documentation contained on both sides hereof and exhibits and riders, if any, attached hereto and forming a part hereof (the “Contract”). This Contract sets forth the sole and entire agreement between the parties with regard to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements between them regarding the same. No subsequent alteration of this Contract whatsoever shall be binding upon Seller unless reduced to writing and signed by both Seller and Purchaser.

EXPIRATION OF CONTRACT. Publicly advertised Contracts expire by limitation December 31 of each year, unless otherwise arranged in writing between Seller and Purchaser.

CREDIT; CONDITION-PRECEDENT TO SELLER’S OBLIGATION TO PERFORM. Any and all credit terms of payment must be set forth in this Contract. In the absence of any such credit terms, all deliveries under this Contract are “Collect on Delivery” (C.O.D.). Purchaser agrees upon request to furnish Seller such information as is reasonably necessary for Seller to determine Purchaser’s financial condition. Seller’s obligation to perform under this Contract is subject to the condition precedent that Seller’s Credit Department approves of, and is satisfied with, Purchaser’s financial condition. Said credit approval shall not be unreasonably withheld. If Seller’s Credit Department disapproves of, or is dissatisfied with, Purchaser’s financial condition, Seller shall notify Purchaser within thirty (30) days of the execution of this Contract.

PAYMENT. Unless otherwise agreed to in this Contract, Purchaser shall make all payments due hereunder in lawful money of the United States and accordance with the terms hereof, without any right of retention and without regard to any agreement Purchaser may have with other parties. If delivery is to be delayed either at the request of Purchaser or through no fault of Seller, Purchaser shall make payment in full for all construction materials sold hereunder which remain undelivered six (6) months after the date of this Contract or on the delivery date specified on the reverse side hereof, whichever date is later. If any payment required by the preceding sentence is not received when due, Seller may, at its option, assess an additional charge equal to one and on-half (1-1/2%) percent of such payment for each thirty (30) day period of delay or part thereof to cover Seller’s increased costs, or, upon notice to Purchaser cancel the portion of this Contract which remains to be performed. If no due date is stated elsewhere in this Contract, payment of all invoices is due by the 10th of the month next following invoicing.

COST INCREASES. Any increase in freight or trucking rate occurring after the placing of Contract for the quoted material, and/or any increase in material and labor used to manufacture Seller’s product, shall proportionately increase the price on the Contract. Any increase in Sales Tax or any assessed Excise Tax after the placement of order shall be borne by Purchaser.

PAST DUE ACCOUNTS; INTEREST; COSTS OF COLLECTION. Should Purchaser fail to pay when due any amount payable to Seller under the terms of this Contract or should Purchaser’s financial condition become impaired or unsatisfactory to Seller, Seller may, at its option, make written demand upon Purchaser for:
(1)immediate payment of all amounts then due and owing to Seller under this Contract;
(2)payment in advance or at the time of delivery of all future amounts to become due under this Contract, and/or
(3)such other assurances as Seller shall deem necessary to adequately assure Seller that Purchaser will perform its obligations under this Contract.
Until Seller receives the same, Seller may suspend its performance of the Contract, and if such assurances are not received from Purchaser within a reasonable time not exceeding thirty (30) days, Seller may, at its option, deem this Contract to have been repudiated by Purchaser and may, at its option, cancel the un-shipped balance of Purchaser’s order. Purchaser further agrees to pay Seller interest on all past due amounts at the maximum rate permitted by law not to exceed eighteen percent (18%) per year, and to pay Seller any and all collection fees, attorney’s fees, and court costs incurred by Seller in collecting any amounts due under this Contract.

TESTS. Seller reserves the right to levy an additional charge on Purchaser for any nonstandard tests which Purchaser may require to be performed on the construction materials sold under this Contract. Failure of Purchaser to witness any tests shall be deemed a waiver by Purchaser of its right to do so and of any right to require repetition of such tests.

DELIVERY. In the absence of a specific delivery date on the reverse side hereof, Seller will commence delivery of the construction materials on a date and at a rate mutually agreed upon by both Seller and Purchaser, subject to the conditions of Section 4 above. Requests for delivery of materials on any particular date must be received by Seller at least forty-eight (48) hours prior to that date. Whenever this Contract designates the jobsite as the place of delivery, unless otherwise set forth herein, delivery will be by tractor-trailer trucks to the nearest point clearly accessible to such trucks operating under their own power and, unless otherwise herein set forth, Seller shall unload standard sections of pipe at its expense and Purchaser shall unload special fittings at its expense. Seller reserves the right to charge Purchaser at the rate of Sixty Dollars ($60.00) per hour for any waiting time at the jobsite in excess of one (1) hours.

9. TITLE. Unless otherwise expressly stated in the Contract title to the construction materials sold hereunder shall remain with the Seller until Seller has received full payment for the same.

10. RISK OF LOSS. Risk of loss of the construction materials sold under this Contract shall pass to the Purchaser upon delivery of the same at the place of delivery designated herein. Every shipment on which Purchaser or his Receiving Agent has given clear delivery receipt will be deemed delivered as billed and claim for shortage or breakage will not be allowed. If shortages or breakages occur, it shall be the Purchaser’s duty to procure Carrier’s notation of same on Freight Bill or Delivery receipt. Upon delivery, in addition to assuming all risk of loss, Purchaser shall be responsible for compliance with all governmental regulations and ordinances with regard to storage or placement of the same and shall indemnify and hold Seller harmless against all claims for personal injuries, including including death, and property damage arising form the storage, use or handling of said materials.

11. EXCUSABLE DELAYS. In the event Seller shall be delayed in or prevented from the performance of any act required under this Contract by reason of governmental allocations, priorities, restrictions or regulation now or hereafter in effect, flood, fire, earthquake or other Acts of God, war, riot, insurrection or other civil disturbance, strikes, lockouts, shortages of labor, raw materials or production facilities, transportation shortages or accidents, or any other contingencies beyond Seller’s reasonable control, Seller shall not be liable to Purchaser for any damages incurred by Purchaser as a result of any such delay or prevention, including consequential damages as provided for in paragraph 16

12. CLAIMS. Purchaser’s exclusive procedure for commencing claims under this Contract against Seller shall be as follows: Notice of breach of warranty must be given to Seller promptly upon discovery and must be supported in writing within seven (7) days after discovery to afford Seller an opportunity to investigate such claims promptly and mitigate any potential damages. Failure of Purchaser to give such notice shall constitute a waiver by Purchaser of its right to later make such a claim.

13. RETURNS. Standard construction materials sold under this Contract may be returned for credit only upon Seller’s prior written consent and only if, in Seller’s sole opinion, the construction materials to be returned are in saleable condition. No material shall be returned to Plant without previously arranged approval by Seller. Seller will deduct from any credit provided under this section all loading and unloading costs, any costs of repair and delivery costs to and from Purchaser’s jobsite that were paid by Seller. Special items of other than normal and standard design regularly sold by Seller cannot be returned.

14. SPECIALLY MANUFACTURED GOODS. In addition to paragraph 13 above with respect to the return of specially manufactured goods, orders for special sizes or shapes are not cancelable by Purchaser, in whole or in part, for material in process of manufacture or completed goods.

15. WARRANTY. Seller warrants that the construction materials sold under this Contract meet the description and specification for the same set forth in this Contract, but no other express warranties are made with respect to said construction materials. Purchaser’s exclusive remedy for breach of this warranty shall be to require Seller, at Seller’s option, to refund the purchase price, to repair or to provide Purchaser with conforming replacements for any non-conforming materials. THE PRECEDING WARRANTY IS IN LIEU OF AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABLILTY AND OF FITNESS FOR A PARTICULAR PURPOSE.

16. LIMITATION ON DAMAGES. Seller assumes no responsibility for, and shall not be liable to, Purchaser for any consequential damages incurred by Purchaser in connection with this Contract, including, without limitation, Purchaser’s lost profits and good will and any injury to person or property proximately resulting from any breach of warranty by Seller.

17. ASSIGNMENT AND RESTRICTED USE. Purchaser shall not assign this Contract or any interest herein without the prior written consent of Seller, and any attempted assignment, whether by operation of law or otherwise, shall be void without such prior written consent. Further, until Seller has received full payment for the construction materials sold under this Contract, Purchaser shall not remove nor allow the removal of said materials from the jobsite, nor shall Purchaser use or allow the use of any such materials for any protect other than the specified on the reverse side hereof.

18. APPLICABLE LAW. This Contract shall be governed by and shall be construed in accordance with the laws of the State of Florida.