SALE OF GOODS AGREEMENT
This Sale of Goods Agreement (hereafter, “Agreement”) is made by and between The Steel Store LLC, a Utah limited liability company DBA The Steel Store (“Seller” or “The Steel Store”), and _______ (“Buyer” or “Customer”). The Steel Store and Customer shall be collectively referred to as the “Parties” and individually as a “Party”.
1. Purchase of Goods: The Steel Store hereby agrees to sell certain steel and/or similar goods or materials (hereafter, “Goods”) to Customer based on the terms provided at checkout and in entering into this transaction, Customer agrees to abide by all terms and conditions contained within this Agreement.
Upon payment through the Steel Store’s website, the Steel Store shall provide the Goods to Customer through a Conex or similar storage container on-site and grant Customer access to the Goods as purchased.
Customer must relock and secure the Conex or similar storage container after retrieving Goods using the same locking mechanism.
Customer will be fully responsible for retrieval of Goods and will be fully responsible for any liability and indemnify The Steel Store for any liability related thereto as more fully provided herein, including through the actions of Customer’s agents and assigns.
2. Payment: Customer shall pay the total price up front as determined in the invoice at the time of service in United States currency.
Customer shall retrieve the Goods within a reasonable amount of time from purchase.
3. Defective Materials/Rejection Policy: Buyer is responsible for ensuring that the Goods are free from defects of material and workmanship at the time of receiving the Goods.
If Buyer rejects the Goods at the time of receiving the Goods, this rejection must be made through a written notice on the Steel Store’s website not more than one hour after using the access code provided and before taking the Goods more than 200 feet away from the unit where the Goods are retrieved. In the event of rejection, the Goods should be left in the unit from where they are retrieved in the form and condition in which received by Buyer. If Buyer rejects the Goods and otherwise complies with this Agreement, including not damaging any Goods, a full refund will be issued.
SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO BUYER'S SPECIFICATIONS, SELLER DOES NOT WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY GOODS FURNISHED HEREUNDER ARE MADE BY ANY SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO SUCH GOODS, AND (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH LAWS OF ANY COUNTRY.
Nothing herein would allow the rejection or return of Goods subjected to misuse, abuse, neglect, damage, accident or which have been altered or repaired by anyone other than Seller or its authorized representative.
4. Risk of Loss: Buyer assumes all risk of loss of Goods in retrieving the Goods from Seller’s Conex or similar storage container. Buyer is responsible for all transportation of Goods from Seller’s storage, including the actions of
Buyer’s agents and assigns.
IN ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS TO SELLER THAT
HE OR SHE HAS THE MEANS, EQUIPMENT AND ABILITY AS MAY BE NECESSARY TO RETREIVE THE GOODS IN A SAFE MANNER.
Buyer shall be responsible for any costs related to the retrieval of the Goods, if any.
5. Indemnification: CUSTOMER ACKNOWLEDGES THAT THE GOODS CAN BE HEAVY AND WEIGH UP TO 1,000 LBS. AND THAT MOVING SUCH GOODS CAN BE DANGEROUS AND CUSTOMER WILL TAKE ALL REASONABLE PRECAUTIONS IN MOVING SUCH GOODS AND BE RESPONSIBLE FOR ALL ASSOCIATED LIABILITY AND INDEMNIFY THE STEEL STORE FROM THE SAME.
Customer assumes responsibility for any and all losses, inquiries, claims, fees, fines, costs, expenses, penalties, or any other such cost incurred by Customer’s or Customer’s agents or assigns in retrieval of Goods, regardless of whether such actions were negligent, including but not limited to damaging the property of others, injuries or damages to the property owner and/or business where the
storage is located, motor vehicle accidents, etc.
Customer shall indemnify and hold the Steel Store harmless for any and all such losses arising out of Customer’s and Customer’s agents or assigns actions in retrieval of Goods.
Customer shall notify The Steel Store immediately of any and all accidents or damage resulting from the retrieval of Goods.
The Steel Store assumes no liability or responsibility for any acts or omissions of Customer or Customer’s agents and assigns. It is Customer’s responsibility to ensure that Customer is sufficiently covered by liability insurance while retrieving Goods.
6. Overdue Balances: Although full payment is required before retrieval of the Goods, if for any reason there is any balance not paid by Customer within thirty (30) days, it will be subject to interest at a rate of 16% per annum. In the event of any litigation between the Parties relating to the enforcement of this Agreement or breach thereof, including for collection of monies owed or damages to Seller’s property or others under the indemnification provision, the prevailing Party shall be entitled to their reasonable attorney’s fees and costs incurred to prosecutor or to defend such action.
7. Governing Law and Jurisdiction: The laws of the State of Utah shall apply to and control any interpretation, construction, performance, or enforcement of the Agreement. The exclusive forum for such adjudication or litigation that may arise out of this Agreement is the state or federal courts in and for Iron County, Utah and no other forum or venue.
8. Negotiated Transaction: Before entering this Agreement, either Party may propose changes and have had the opportunity to review said agreement. Accordingly, the Parties enter this Agreement voluntarily and without any
coercion or duress whatsoever. Any rule that ambiguities in this Agreement are construed against the drafter shall not apply in the interpretation hereof.
9. Modification/Integration: No oral agreement, statement, promise, understanding, arrangement, act, or omission of any party shall constitute an amendment or modification of this Agreement unless reduced to writing and signed by the parties.
This Agreement constitutes the entire understanding and agreement between the Parties with respect to all matters between them whatsoever and of any kind or nature, and it supersedes all other contracts, negotiations, representations, agreements, or otherwise, previously existing or now existing between the Parties.
This Agreement is the final expression of all previous terms, negotiations, contracts, understandings, agreements, operating agreements, etc., between or involving the Parties, and all other contracts, agreements, operating agreements, and so forth, are hereby amended in absolute conformity herewith.
10. Severability: The parties agree that if for any reason a provision of this Agreement is held unenforceable by any court or competent jurisdiction, this Agreement shall be automatically conformed to the law, and otherwise this Agreement shall continue in full force and effect.
11. No Waiver: No failure to exercise and no delay in exercising any right, power or remedy under this Agreement shall impair any right, power, or remedy which any party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under this Agreement, nor shall any waiver of any breach or default of any party be deemed a waiver of any default or breach subsequently arising.