Welcome to AlliedBuildings.com. We (Allied Steel Buildings, Inc.) and/or our affiliates (“Allied”) provide website features and make available certain products and services to you when you visit or shop at AlliedBuildings.com, use Allied interactive products or services, use Allied applications for mobile, or use software provided by Allied in connection with any of the foregoing (collectively, “Allied Services”). Allied provides the Allied Services subject to the following conditions.
By using Allied Services, you agree to these conditions. Please read them carefully.
We offer a wide range of Allied Services, and sometimes additional terms may apply. When you use an Allied Service (for example, in connection with your purchase of a building) you also will be subject to the terms and conditions applicable to that Allied Service (“Unique Service Terms”). If these Website Terms and Conditions are inconsistent with the Unique Service Terms, those Unique Service Terms will control to the extent of such inconsistency.
Effectiveness The Building Order of which these Terms and Conditions are a part will become a binding Contract upon its acceptance in writing by an authorized representative of Allied Steel Buildings, Inc. (“Allied”). After such acceptance, it may not be rescinded by either party without cause.
Payment Time and terms of payment are of the essence. Charges for the goods and services contracted for purchase in the Building Order, as it may be changed (collectively, the “Purchased Goods”), are clearly indicated on the front of the Building Order or in a subsequent, written change order. Final payment will be made for the PurchasedGoods by means of wire transfer, ACH, or other method assuring the immediate availability of funds (e.g., cashier’s check) no later than the time of loading the goods for shipment, unless otherwise set forth in the Building Order. Purchased Goods manufactured to order or with custom specifications may require prepayment of all or part of the purchase price prior to shipment. Allied may, at any time and at Allied’s sole discretion, require full or partial payment in advance of loading or in advance of manufacture. Notwithstanding any other provisions herein to the contrary, if at any time Allied in good faith determines that your credit has become impaired, Allied may decline to deliver the Purchased Goods except for cash, in advance.
Terms regarding Purchased Goods
- a. In some instances and at your request, Allied may submit drawings to you, to be approved by you, of the Purchased Goods. The approval drawings may consist of plans, elevations, cross sections, details and notes to describe the scope of materials and building components outlined in the Building Order. You may request additional sets of drawings which will be provided upon the payment of postage, reproduction and handling fees. Within thirty (30) days, you must return a signed copy of the drawings indicating approval with or without modifications, otherwise the drawings will be automatically considered as approved. You may request additional time to approve by contacting Allied. Upon receipt by Allied of the approved drawings, Allied will proceed with the preparation of detailed shop drawings and the manufacture of the Purchased Goods. Note, however, that unless otherwise set forth in an executed Contract, Allied will only maintain the purchase price for forty-five (45) days from the date the Contract is signed. Unless you have directed fabrication prior to that time, Allied may adjust the purchase price based on market conditions effective at that time and you will be deemed to agree to such adjustment. In the event that you repudiate the contract, the provisions of the Section titled “Fees not considered Penalties” of these terms and conditions will apply.
- b. You may request changes or upgrades. We will only be bound to comply with changes or upgrades outlined in a written Change Order signed by you, or your agent, and approved by Allied. The Change Order will describe the change and the modification to the Contract price.
- c. Building size and all other dimensions are approximate and intended to identify standard sizes sold by Allied. Except when specifically indicated, all dimensions are exterior dimensions. No warranty or representation is given by Allied as to exact dimensions, as the same will vary depending upon concrete base and variations and are intended to identify generally gauge designations by steel producers. Your dimensions have been provided with this Contract. Any changes to those dimensions by you or not caused by Allied, may result in cost increase and delay.
- d. You are solely responsible to assure that soil and subsoil conditions at the site are of sufficient density to support and sustain the foundation, the building and any materials to be stored there.
- e. Allied will have no responsibility whatsoever for the erection of the structure or structures that are to be built with the Purchased Goods and Allied will not be liable to you for any loss or damage resulting from or in connection with the erection of the said structure or structures. You hereby release Allied from all claims, damages, expenses and liabilities of every kind and nature arising out of the erection of the subject structure or structures.
- f. You or the erector of the building to be constructed must follow and comply with the specifications and instructions contained in the drawings supplied to you, including, but not limited to the Standard Product Drawings. You agree to indemnify and hold Allied harmless for any loss or damages, including attorney’s fees, resulting from the failure to comply with the specifications and instructions contained in the drawings supplied to you.
- g. Intellectual Property. If you furnish the design or require Allied to prepare a design for the Purchased Goods, then, following payment by you for what Allied has developed, you will own all intellectual property rights relating to such design. You hereby grant a free, irrevocable and unconditional license for the benefit of the Allied (including any party affiliated with Allied) to freely use the images of the Purchased Goods, by any means; such license will survive the delivery of the Purchased Goods.
- h. Rescission. In addition to any right or remedy that may be available in Law or equity, Allied will have the right to rescind this Contract, in whole or in part, with no responsibility and without the need to any judicial resolution if you fail to comply with or fulfill at any time any of the terms and conditions of this Contract, or if, in Allied’s opinion, your credit or ability to perform this Contract become impaired.
Delivery Unless otherwise specified in the Building Order or a delay in delivery is caused by your action or inaction, Purchased Goods are shipped DAP (Factory), per Incoterms 2020. Accordingly, title and risk of loss will pass to you upon Allied’s tender of delivery to the common carrier at the Factory. Unless provided otherwise in the Building Order or a change order, Allied will arrange for shipment of the building to you as your agent and the cost of such shipment will be included in the price of the building.
- a. Delivery dates indicated in the Contract are approximate and are based on prompt receipt of all necessary information regarding the Purchased Goods. Allied will use reasonable efforts to meet the indicated delivery date. UNDER NO CIRCUMSTANCES WILL ALLIED BE LIABLE TO YOU FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR EXEMPLARY DAMAGES ARISING FROM DELAYS IN DELIVERY OR IN PERFORMANCE (OR FAILURE TO MANUFACTURE OR DELIVER) ON THE INDICATED DELIVERY DATE, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS OR LOST BUSINESS. Allied will also not be liable for any delay or failure to deliver due to causes beyond its control including, without limitation, acts of God; your acts; acts of civil or military authority; fires; strikes, or other labor disturbances; floods, epidemics; wars or acts of terrorism; demonstrations or riots; or delays or failure to deliver caused by Allied’s inability to obtain the necessary labor, materials, components or manufacturing facilities.
- b. You must receive and accept delivery within fourteen (14) days of notice that the Purchased Goods are ready for shipment. If you fail to accept timely delivery, Allied may, but will not be required to, treat this Contract as being materially breached, in which event Allied will have all available remedies. In the event you cause any delay, Allied will store the Purchased Goods without any liability. You will bear the risk of loss of such stored goods and you will pay the unpaid portion of the Contract price, plus storage, insurance and handling charges and freight charges on or after the date on which the goods are tendered for delivery. Delays caused by you include, but are not limited to: (i) you, its agents or employees, notify Allied to place your order on “hold” until further notice; (ii) you delay approval of drawings for more than thirty (30) days after receipt of approval drawings; and (iii) you delay delivery of the building or parts thereof after fabrication is complete and ready to ship. If either (i) or (ii) occurs, Allied may then charge you whatever costs or damages Allied incurred by reason of the delay, including incidental and consequential damages. In the event (iii) occurs, the full price of the Purchased Goods will be immediately due. IF THE FACTORY INCREASES THE PRICE OF THE BUILDING AFTER YOU HAVE CAUSED A DELAY, THIS CONTRACT WILL AUTOMATICALLY BE DEEMED TO HAVE BEEN AMENDED TO INCLUDE SUCH A PRICE INCREASE AND YOUR OBLIGATION HEREUNDER WILL BE INCREASED TO REFLECT SUCH A PRICE INCREASE.
- c. When the Purchased Goods are shipped DAP (Factory), per Incoterms 2020, you bear risk of loss as soon as the Purchased Goods are loaded on the truck at the Factory. Thus, all risk of loss during the period of shipment and unloading, including personal injury, or any other liability, is upon you. Allied will not be responsible for spotting, switching, drayage, demurrage or other transportation charges unless agreed to in writing prior to delivery. You agree to hold Allied harmless from any loss, costs, claims, suits, damages and attorney’s fees arising from any alleged or real injury (including personal injury) to any person or property which arises after tender of the Purchased Goods to the common carrier.
- d. Confidentiality. At all times prior to, during, and after the Contract, you and Allied agree to (i) maintain the confidentiality of any information disclosed by either of us to the other, whether or not identified as “confidential” upon disclosure (“Confidential Information”); (ii) not disclose or permit the disclosure of any Confidential Information to any person other than our respective employees for whom such knowledge is essential for performance of the Contract; and (iii) not use Confidential Information except for performance of the Contract. We each agree to immediately notify the other of any disclosure of any Confidential Information that is not permitted by this Contract or other misuse of any Confidential Information or breach of this Contract.
Certain Disputes Any dispute about the quality, condition or workmanship of the goods or otherwise in connection with the terms of this Contract, will not entitle you to reject or revoke acceptance of the goods. In the case of any dispute, you will take delivery of the Purchased Goods, pay for the same, and make a claim under Allied’s warranty. This remedy will be in lieu of all other remedies available to you.
Shortages and Defects Purchased Goods will be deemed fully accepted by you and all claims for damages or defects caused by shipment of the goods will be deemed waived unless the carrier receives written notice of any such defects at the time of delivery, in writing, on the bill of lading. Any and all claims for shortages must be reported in writing within 30 days of the date of delivery. You must give written notice of any and all warranty claims within 30 days after you discover the defect or alleged defect. Such written notice will state with particularity each and every alleged defect and/or shortage claimed by you. Your exclusive remedy for any defects or shortages in goods will be limited to Allied replacing or repairing (but not dismantling or installing) defective parts. Allied will only be liable for repairs which it authorizes in writing prior to repair. Replacement of shortages and replacement parts will be DAP(the address you direct) per Incoterms 2020. Allied’s liability for shortages and defects will not in any event include indirect, incidental, consequential, special or exemplary damages.
Fees not Considered Penalties
- a. You and Allied intend to fully perform this Contract. Allied does not anticipate that you will fail to pay on a timely basis, and Allied does not extend credit to customers. Any fees, charges, and assessments due to late payment or nonpayment set forth in this Section are intended to be a reasonable estimate of Allied’s costs resulting from such late payments and non-payments. Additionally, if by your communication, lack of communication or other conduct, you effectively repudiate the Contract without cause, Allied must be compensated for its efforts prior to and as the consequence of such repudiation.
- b. If Allied sends you an invoice and you fail to pay that invoice within thirty (30) days, you specifically agree that the amount of such invoice will shall bear interest equal to eighteen percent per annum.
- c. In the event that you breach or, in Allied’s reasonable judgment have effectively repudiated the Contract without cause, Allied will shall be entitled to recover its actual damages, including such things as order processing, engineering, detailing, purchase of material, fabrication and sales commissions and applicable incidental, consequential and lost profits damages (for example and not by way of limitation).
Engineering Payment In addition to (and not in lieu of) other remedies available to Allied, upon breach or repudiation of this Contract by you, Allied may retain for its own account any engineering payment made by you, and such retention will not impair any other remedies available to Allied under this Contract at law or in equity.
Security Interest You hereby grant to Allied a security interest in the structure or structures that are contemplated with respect to the Purchased Goods to secure payment and performance of the obligations as set forth in this Contract. Default in payment or performance of any of the obligations is a default under this Contract. Upon such default, Allied may declare all obligations immediately due and payable and will have the remedies of a secured party as provided by law. You may be required to execute such financing statements or other instruments and perform such acts as Allied may request to establish and maintain a valid security interest in the structure or structures.
Indemnification You and Allied (each as an “Indemnitor”) agree to indemnify, defend and hold the other (as an “Indemnitee”) harmless from and against any and all losses, claims, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnitee as a result of any actual or threatened claim, action, investigation, proceeding or suit arising out of the acts or omissions of the Indemnitor.
Warranty For a period of one (1) year from the date of original shipment, Allied warrants that its products are free from defects in materials and workmanship. Allied’s warranty does not cover defects or damage caused by acts of God (including excessive wind loads or excessive snow loads), falling objects, accidents, salt water atmosphere, corrosive chemicals, fumes, ash, animal waste, or acts of you, including, but not limited to failure to maintain the building. This warranty is given in place of any and all other warranties expressed or implied. ALLIED GIVES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. Overhead doors are warranted solely by the manufacturer and Allied offers no additional warranty. Roof and wall panels should remain free of any foreign substances and should be cleaned on a regular basis to prevent staining or discoloration of panel finishes. You are obligated to properly maintain the building once erected to ensure that no damage is caused by the accumulation of snow or ice.
Compliance with Laws You are responsible to determine and comply with applicable laws, rules and regulations (including, but not limited to zoning, building codes and permit requirements) where the building is to be erected. Allied buildings are not designed for and shall not be used for residential purposes. Allied will not be liable for any damages or losses, whether direct or indirect, caused by your failure to satisfy the requirements of this Section.
Taxes and Duties You will be liable for all applicable sales taxes and duties owed with respect to the Purchased Goods. In the event that Allied must pay any amount to governmental authorities for which you are liable, you will promptly pay such amount to Allied upon demand regardless of whether this Contract is considered to be in interstate, intrastate, or international commerce.
Promotions You agree that Allied may place signs identifying it as the seller of the building during construction and, following completion of construction, Allied may use the project name, size, intended use and location in its general marketing and advertising materials. You hereby grant a free, irrevocable and unconditional license to and for the benefit of Allied (including any party affiliated with Allied) to use (i.e., to copy, transmit, distribute, and display) images of the Purchased Goods, by any means. This license will survive the delivery of the Purchased Goods.
Entire Agreement; Amendment No understanding, promise or representation, and no waiver, alteration or modification of any of the provisions of these terms will be binding upon Allied unless consented to expressly in writing by an authorized representative of Allied. You have not relied on any statements or representations of any party (including without limitation any of Allied’s sales representatives) that alters, adds to or differs from these terms or conditions and no such statement or representation will be recognized or be binding upon Allied. Any and all provisions of your purchase order or other documents that add to or differ from these terms and conditions are EXPRESSLY REJECTED. The failure of Allied to exercise any rights under this Contract, upon the default by you or otherwise, will not be a waiver of Allied’s subsequent ability to exercise that right. If any provision contained in this Contract (or application thereof to any person or circumstance) shall to any extent be held void or invalid by a court of competent jurisdiction, the remainder of this Contract (or the application of such provision to persons or circumstances other than those as to which it is held or invalid) will not be affected thereby, and each provision of this Contract will be valid and enforced to the fullest extent permitted by law.
Assignment Neither this Contract, nor your rights or obligations hereunder, are assignable by you without the prior written consent of the Allied. No such consent or assignment will release you or change your liability to perform all of your obligations under this Contract. Any attempted assignment without the prior written consent of Allied will be null and void.
Applicable Law; Venue This Contract (and the performance thereof) shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and does not apply. You and Allied expressly agree that if a court of competent jurisdiction deems any of the language contained herein to be vague or ambiguous, such language will not be presumptively construed against either party but will be construed so to give effect to the true intentions of the parties. This Contract has been executed in Broward County, Florida. You irrevocably consent to the exclusive jurisdiction of the courts of Broward County, Florida for the purpose of enforcing this Contract.
Counterparts; Integration; Effectiveness. This Contract, and any amendments, change orders, consents or supplements hereto and thereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Contract, as same may be amended or supplemented, constitutes the entire contract between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Contract by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Contract.
Language Under certain circumstances, you may have referred to translated versions of these Terms and Conditions, including the Spanish translation available on Allied’s website. In the event of any actual inconsistency or apparent contradiction, the English version of these Terms and Conditions will control. Les parties aux présentes ont expressément convenu que ce contrat de même que tous les documents s’y rattachant soient rédigés en anglais seulement.
Updated: 6/15/2022