Terms & Conditions

1. Goods to Be Provided

Bonavise Inc agrees to sell to Customer, on the terms and conditions stated herein, the materials and related items (the "goods") identified in BONAVISE's quotation to Customer. Customer is solely responsible for determining whether the goods listed are the correct types and/or sufficient in number to meet Customer's needs and/or requirements. BONAVISE's offer to sell is based on customer approval of BONAVISE standard product drawings or submittals, and not in accordance with any plans and specifications, unless agreed to in writing by a duly authorized representative of BONAVISE.

2. No Additional Terms of Sale

Customer's acceptance of BONAVISE's quotation is limited to these Terms and Conditions of Sale. Any new or different terms or conditions stated or proposed by Customer in its acceptance of BONAVISE's quotation or in any accompanying or related purchase order or other document are hereby rejected by BONAVISE and shall not be binding upon BONAVISE. The entire contract is embodied in this writing. This writing constitutes the final expression of the parties' agreement, and it is a complete and exclusive statement of the terms of that agreement.

3. Payment Terms

BONAVISE may require payment in full prior to manufacture or shipment of any goods. If BONAVISE agrees to provide materials on a "Cash on Delivery" basis, payment in full is due upon arrival of BONAVISE's equipment, prior to setting of product or unloading of trucks. Credit sales will be made only after receipt of a signed BONAVISE credit application and written credit approval by BONAVISE's sales manager. On all credit sales, payment in full is due within 30 days after Customer's receipt of materials or services. Customer agrees to pay a service charge of 1.5% per month on all invoices not paid when due. At its option, BONAVISE may decline to make delivery or shipment to Customer if any invoice remains past due. Customer waives and releases any claim against BONAVISE for loss or damage allegedly sustained by Customer as a result of BONAVISE's refusal to make delivery or shipment under such circumstances. All payments shall be made in U.S. dollars and, unless otherwise designated by BONAVISE in writing, shall be sent to BONAVISE.

4. Price

The price(s) stated in BONAVISE's quotation to Customer are firm for 30 days. The prices stated in BONAVISE's quotation are subject to sales and use tax. Customer shall reimburse BONAVISE for all sales and use taxes imposed upon: (a) the sale of the goods; and/or, (b) the use of any materials consumed by BONAVISE; and/or, (c) the sale of any fixtures or equipment incident to this contract. Prices are subject to delivery charges unless quoted as delivered (see shipping code definitions on quotation). BONAVISE reserves the right to increase the cost of delivery or shipment if Customer increases mileage or number of trucks specified in the original quotation. Prices quoted are based on quantities indicated, and on customer acceptance of the entire quote. BONAVISE reserves the right to accept or reject partial orders.

5.Time for Performance

BONAVISE will endeavor to meet any reasonable shipping date(s) requested by Customer. However, BONAVISE does not guarantee that the goods will be furnished by any particular date. All shipping dates stated or indicated are estimates only and are based upon conditions known at the time the dates were stated or indicated. BONAVISE shall not in any event be liable for any loss or damage sustained by Customer on account of failure to meet any delivery or shipping date.

6. Delivery

Customer or its designated representative shall be prepared to unload, receive, and accept the goods at the time specified on the order. Customer shall provide assistance in delivering the goods, including but not limited to assisting in backing and directing BONAVISE's truck at the delivery site, providing access to the delivery site that is acceptable to BONAVISE, and providing a setting location for the truck, crane or other delivery equipment that is acceptable to BONAVISE. BONAVISE shall not be liable for any property damage arising from or related to delivery of the goods, including without limitation damage to sidewalks, curbs, fences, or landscaping. All excessive unloading or stand-by time, resetting or re-delivery will be charged for at the current hourly or mileage rates of the equipment involved. If for any reason BONAVISE cannot set the goods at the time of delivery, Customer shall be responsible for setting the goods by other means, at no cost to BONAVISE.

7. Returns

The goods shall not be returned for credit without prior written authorization and approval by a duly authorized representative of BONAVISE. A minimum handling charge of 15% plus actual shipping or delivery costs shall be made on all goods returned to compensate for costs of accounting, reconditioning, restocking and delivery, except when due to fault or error of BONAVISE. No credits shall be allowed on used, damaged, custom, specially ordered or specially manufactured goods. Customer shall bear the cost of any labor, damage or transportation associated with return of the goods.

8.Equipment

Unless otherwise agreed to in a writing signed by a duly authorized representative of BONAVISE, equipment belonging to BONAVISE cannot be left at any job site for the purpose of unloading or setting by others.

9. Project Information

Customer agrees to furnish to BONAVISE promptly upon request all project information necessary for BONAVISE to perfect or provide notice of its mechanic's lien, stop notice, and/or payment bond rights.

10. Force Majeure

BONAVISE will not be liable for any delay or for failure to perform its obligations hereunder resulting from any cause beyond BONAVISE's reasonable control including, but not limited to: Customer's failure to timely supply BONAVISE with necessary data or specifications; any changes in such data or specifications at Customer's request; fires; explosions; floods; acts of God; epidemics; quarantine; embargoes; strikes; work stoppages or slowdowns or other industrial disputes; accidents; riots or civil disturbances; acts of civil or military authorities; inability to obtain any license or consent necessary in respect of any the goods; inability to obtain equipment, materials, labor, fuel or supplies; and delay by suppliers or material shortages.

11. Limited Warranty

For a period of one year from the date of shipment or delivery to Customer, BONAVISE warrants all of the goods which it has manufactured to be free of material defects. If any such goods are found to be materially defective during the warranty period, BONAVISE agrees to, in its sole discretion, repair or replace the defective goods without charge to Customer. Customer's remedy with respect to such goods is limited to repair or replacement. For goods not manufactured by BONAVISE, Customer agrees to accept as its sole remedy the warranty, if any, offered by the manufacturer or manufacturers of such goods.

AS TO ALL GOODS SOLD BY BONAVISE TO CUSTOMER, THE WARRANTY DESCRIBED IN THIS PARAGRAPH SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BONAVISE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER THE CUSTOMER'S CLAIM IS BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

12. Indemnity

Customer is solely responsible for the selection, installation, and use of the goods. Therefore, to the fullest extent permitted by law, Customer agrees to defend and indemnify BONAVISE from and against any claim for loss or damage, including attorneys' fees and experts' or consultants' fees, arising from or relating to such selection, installation, and use. This indemnity applies regardless of any active and/or passive negligent act or omission on the part of BONAVISE or its employees; provided, however, Customer shall not be obligated to indemnify BONAVISE for the sole negligence or willful misconduct of BONAVISE or its employees.

13. Risk of Loss

The risk of loss shall pass to Customer based on the applicable shipping code:

"Delivered and Set": Risk of loss shall pass to Customer when BONAVISE's delivery truck has unloaded the product.
"Delivered - F.O.B. Truck": Risk of loss shall pass to Customer when BONAVISE's delivery truck arrives at Customer's jobsite.
"Delivered and offloaded": Risk of loss shall pass to Customer when BONAVISE's delivery truck arrives at Customer's jobsite.
"F.O.B. BONAVISE Yard": Risk of loss shall pass upon tender of delivery of the goods to a common carrier or Customer's truck. Buyer shall procure and maintain insurance on the goods sufficient to protect its interests.

14.Dispute Resolution

All disputes arising from or relating to these Terms and Conditions of Sale and/or the furnishing of any goods by BONAVISE to Customer shall be heard and decided exclusively in the state or federal court where the delivery or pick up of the Product(s) is located. The construction, interpretation and performance of this order and all transactions hereunder shall be governed by the laws of the state where delivery or pick up the Products is located, without regard to its choice of law principles. These Terms and Conditions of Sale (the "Terms") apply to all quotations and sales by BONAVISE's products, materials, services, components, accessories, and panels (collectively, "Products"). No terms or conditions other than those stated in these Terms, and no agreement or understanding, oral or written, purporting to modify these Terms, whether contained in a purchaser's purchase forms or elsewhere, will be binding on BONAVISE unless signed by an authorized executive manager of BONAVISE. Customer consents to these Terms for all Products. In any legal proceedings, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

15. Submittals and Tests

BONAVISE reserves the right to charge customers for the cost of submittals, engineering or tests that are in addition to those customarily provided.

16. Custom Products

BONAVISE will charge customer for any work completed at the time of cancellation of a custom or special order. All custom orders will be invoiced to customer if not released for delivery within 30 days past estimated date of delivery.

17. Storage Fees

For every month beyond the requested manufacture date that the product remains in BONAVISE's possession, a fee of 3% per month of total sale price of product will be added to the invoice total due upon final delivery/pick up.

18. Invoice Date

Customer will be invoiced for product at either, date of delivery or 60 days past date of originally requested delivery/pick up date.

SHIPPING POLICY

The customer will be prepared to receive products at the specified delivery time. Excessive unloading or stand-by time, resetting or re-delivery not caused by BONAVISE will be charged at the hourly rate for the equipment involved.
Equipment belonging to the company cannot be left at any jobsite for the purpose of unloading or setting by others unless previously agreed to in writing between BONAVISE and the customer.
Carriers are responsible for goods lost or damaged in transit. Damages or shortages should be indicated on the carrier's delivery receipt and any claims should be made in writing directly to the carrier.
All products are to be delivered in the number of trips specified. Charges will be added for additional trips.

SHIPPING CODE DEFINITIONS

Code #1 - DELIVERED

Quoted prices include product delivery subject to the following provisions:

Customer will be solely responsible for all site work associated unloading products unless specifically referred to in writing.
Some products require assistance from the customer in setting (generally one or two laborers). Contact BONAVISE for the specific requirements of each product.
Since site conditions, products, and delivery equipment vary, the logistics must be considered to determine the best approach for setting the product.

NOTE: If for any reason BONAVISE cannot set the product, BONAVISE will not be responsible, or charged, for setting by any other means.

Code #2 - DELIVERED AND OFFLOADED:

Quoted prices include product delivery to the job site and unloaded from our truck subject to the following provisions:

BONAVISE will provide driver services and a means of unloading products.
The customer will provide an acceptable location for unloading and storing products, and the means for setting the product in the permanent location.

Code #3 - F.O.B. - BONAVISE YARD:

Quoted prices include product loading on customer or common carrier trucks in the yard subject to the following provisions:

Customer will be responsible for any additional charges, including charges for freight, shipping, delivery and setting.
Customer or common carrier will be responsible for tie down, dunnage, pallets, etc., unless specifically referred to.
Yard location will be addressed in section one of the quotation.

Code #4 - OTHER AS SPECIFIED:

If not specified in section one of this quotation, please consult our office for more specific information or written clarification.