Safety Rail Company, LLC

GENERAL TERMS & CONDITIONS OF SALE

The Terms & Conditions set forth below govern any sale of goods and installation services (“Products”) by Safety Rail Company, LLC (“Safety Rail”) and are exclusive of any additional or contrary provisions contained in any purchase order or other communication from the undersigned customer (“Customer”) or any third party. Any inconsistency or conflict between the provisions of these Terms & Conditions and the provision set forth in any purchase order submitted by Customer or in any other document or agreement between Customer and Safety Rail shall be resolved in favor of these Terms & Conditions.

1. AGREEMENT. If Customer has not otherwise agreed to these Terms & Conditions, Customer’s acceptance of delivery of, payment for, or use of the Products will constitute Customer’s agreement to these Terms & Conditions.

2. PAYMENT TERMS. Customer shall remit payment to Safety Rail within the terms stated on the invoice for each shipment of Products. If Customer contends in good faith that any invoice is incorrect, Customer must so notify Safety Rail within 7 days after receipt of the invoice. If Customer does not so notify Safety Rail, Customer forever waives the right to further dispute the accuracy of the invoice. Any payment not made when due shall accrue a late charge of 1.5% per month or, if lower, the maximum rate permitted by law. Customer shall reimburse Safety Rail for any costs, including reasonable attorneys’ fees, incurred in the collection of any delinquent account or enforcing its rights hereunder, regardless of whether Safety Rail files a formal lawsuit. If customer is paying by credit card, customer agrees to pay according to the cardholder agreement.

3. SHIPMENT, INSURANCE, AND RISK OF LOSS. Delivery will be F.O.B. Safety Rail’s facility or other point of origin. Safety Rail shall have no further responsibility for the Products, and all risk of damage to or loss or delay of the Products shall pass to Customer, upon their delivery to the F.O.B. point. Safety Rail shall have the right to determine the method of shipment and routing of the Products, unless otherwise specified by Customer. Customer shall pay the shipping charges listed on Customer’s invoice. Safety Rail shall not be liable for damages caused by delays in shipping or delivery by the freight carrier for any reason whatsoever. Delay in the delivery of the Products shall not relieve Customer from the obligation to accept and pay for the Products.

4. COST INCREASES. To the extent the prices agreed upon include allowance for freight costs or insurance costs applicable to the Products to be shipped to Customer, if said rates at the time of shipment differ from the rates quoted to Customer, the resulting increase or decrease shall be paid by or credited to Customer’s account. Guaranteed delivery charges requested by Customer shall be paid by the Customer. If Customer is unable to accept delivery from any carrier, then Customer shall be responsible for any re-delivery charges. If Safety Rail’s costs in filling Customer’s order are increased by reason of local, state, or federal orders or taxes, the amount of such increased cost shall be added to the purchase price, unless prohibited by law.

5. CUSTOMER CLAIMS; RETURNS. At the time of receipt, Customer must note on the bill of lading any claims with respect to either the quantity or quality of the Products received. If Customer does not note any claims or disputes on the bill of lading at the time of Product receipt, Customer shall be deemed to have waived all claims or disputes. Customer may only return Products with an approved Returned Merchandise Authorization (“RMA”) from Safety Rail and subject to any RMA terms and conditions that Safety Rail may issue. Safety Rail will refuse all return shipments of Products that are not accompanied by an RMA. Safety Rail is not responsible for freight or insurance charges on any unauthorized return.

6. LIMITATIONS ON DAMAGES. Safety Rail shall not be liable to Customer for any special, consequential, or incidental damages, whether liability is asserted in contract, tort, or otherwise, and irrespective of whether Customer has been advised of the possibility of any such loss or damage. 

7. FORCE MAJEURE. Safety Rail shall not be liable for any delays in delivery, or for non-delivery or non-performance, in whole or in part, caused by the occurrence of any contingency beyond the control of either Safety Rail or suppliers of Safety Rail. The existence of any such cause or causes of delay shall extend the time of performance by the time or times measured by any such cause or causes of delay.

8. SOLVENCY. Customer represents to Safety Rail that Customer is able to pay its obligations in the ordinary course of business.

9. APPLICABLE LAW. These Terms & Conditions shall be governed by the laws of the State of Minnesota. With respect to any dispute or claim arising hereunder, Customer agrees and consent to jurisdiction of and exclusive venue in any state or federal court located in Hennepin County, Minnesota.

10. MODIFICATION; WAIVER. No amendment to these Terms & Conditions will be effective unless it is in writing and signed by the parties. No waiver of satisfaction of a condition or nonperformance of an obligation hereunder will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute waiver of satisfaction of any other condition or nonperformance of any other obligation.

11. SEVERABILITY. If any provision hereof shall be determined to be illegal or unenforceable, the validity of the remaining provisions shall not be affected thereby. If any provision hereof is determined to be overbroad as written, that provision should be considered to be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended

09282020