Time for delivery shall not be the essence of the agreement.  Seller shall make best efforts to meet proposed shipment for delivery dates.  Seller shall notify customer of a delay, in accordance with the UCC.

Seller shall not be liable to Buyer or any third party for any loss, damage, or expense from any delay or failure or performance due to any cause beyond the control of Seller, including, but not limited to, fire, strike, accident, war conditions, government regulation or restriction, shortages in transportation, power, labor or material, freight embargo, riot, or civil commotion, default of the supplier, or prohibitions or events which render performance difficult or impossible.

Unless stated to the contrary on the face hereof, all goods furnished hereunder will be shipped F.O.B. point of shipment, and title and risk in the goods shall pass to the Buyer upon Seller’s delivery of the carrier at the point of shipment.  Any freight allowance which Seller may grant based upon dollar value of a shipment, or upon the type of goods involved, shall be construed solely as a price term and not as a delivery term.

Typographical and/or mathematical errors made by Seller in quotation, acknowledgements or invoices are subject to correction.  Buyer shall notify Seller in writing of any claim of error in quantity shipped within 10 days after receipt of the goods.

Cancellation, suspension, or variation of the order shall be valid only with the consent and upon terms agreed to by the Seller in writing.  In the event of such agreement Buyer shall pay to Seller any cancellation, or other charges or expenses, including loss of profit, as compensation for all loss incurred as a result of cancellation.

The goods described herein are warranted to be free from defects of workmanship and material unless sold on an AS-IS basis.

THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE OF THE MANUFACTURER OR THE DESCRIPTION ON THE FACE HEREOF, AND THE SELLER SPECIFICALLY EXCLUDES ANY OTHER EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS.  THE WARRANTY CONTAINED IN THIS PARAGRAPH AS LIMITED IN IT, IS THE ONLY WARRANTY EXTENDED BY THE SELLER IN CONNECTION WITH ANY SALE BY IT AND IS EXTENDED TO THE IMMEDIATE BUYER ONLY AND NOT TO ANY SUCCESSIVE BUYERS, USERS, THIRD PARTIES, OR EMPLOYEE.

Upon breach of warranty or other provision, the Seller’s obligations expressly limited, at the sole option of the Seller, to repair or replace defective goods, or credit the purchase price for goods, which upon examination by Seller, or its representatives shall prove to have defects in workmanship and/or materials under ordinary and normal use.

a) Buyer assumes and shall bear sole responsibility for providing adequate and efficient safe ground, work handling tools, and safety devices necessary to provide a safe workplace and to protect fully all personnel from bodily injury or death which otherwise may result from the use, operation, setup or maintenance of the goods, including safeguards to prevent any release of liquid into the environment Compliance with the Occupational Safety and Health Act and the regulations adopted under it and with other prevailing federal, state, and local codes and industry-accepted standards is the responsibility of Buyer.  Seller shall bear no responsibility whatsoever for the failure of Buyer to order, install, or use safeguards, work-handling tools; or safety devices.  Buyer shall establish, and require all persons who, operate, set up, or maintain the goods to use all proper and safe operating procedures, including, but not limited to, procedures set forth in any manuals or instruction sheets relating to the goods.  Buyer shall not remove or modify and devices, warning signs, or manuals furnished with or installed upon or attached to the goods.

b) Buyer releases all actions (including, but not limited to, any action for injury to or death of any person or damage to property arising out of the manufacture, sale, use, or operation of the goods) which Buyer may have at any time against Seller or its agents or employees.  Buyer agrees to indemnify and hold harmless Seller and its agents and employees of, from and against any and all loss, damage, expense (including reasonable attorney’s fees), claims, suits, or liability which Seller or any of its agents or employees may sustain or incur at any time, for or by reason of any injury to or death of any person or damage to any property, or release of liquid into the environment arising out of any claimed or actual breach by Buyer of Buyer’s undertaking under Paragraph 11 (a) or any acts primarily attributable to the conduct of Buyer or its employees and agents including but not limited to the negligence or reckless conduct of Buyer’s employees or agents, Buyer’s maintenance if the goods, Buyer’s addition to or modification of the goods, or Buyer’s use of the goods in an inappropriate manner.

c) Buyer shall notify Seller promptly, in writing, and in all events within ten (10) days after its occurrence, of any accident or malfunction involving any goods which results in injury to death of persons, including Buyer’s agents and employees or damage to property, including Buyer’s property or of a release of liquid into environment Buyer shall cooperate fully with Seller in investigating and determining the cause of any such accident of malfunction.

Applicable Law.   These terms and conditions shall be governed and construed in accordance with the laws of the state of Florida.

Successors.   Seller’s quotation and these terms and conditions shall inure to the benefit of and be binding upon the successor’s of the parties to them.

Limitation Of Action.   Any action or suit against Seller arising in any way from the quotation, the Terms and Conditions, or with respect to the goods must be commenced with one (1) year after the cause of action has occurred.

Severability.   The invalidity of any of the terms and conditions provided herein shall not invalidate the remaining valid terms and conditions which shall remain in full force and effect.

Whole Agreement.   Quotations and all the terms and conditions, and warranties incorporated herein are the final, complete, and exclusive expression of the parties agreement and all previous oral or written communications and excluded, except if incorporated by reference herein.

In the event that any legal proceeding is necessary to enforce the terms and conditions of the agreement the prevailing party shall be entitled to recover as part of its damages, all resulting costs and expenses including reasonable attorney’s fees and court costs.

Arbitration.   Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.  To expedite the procedure the AAA will appoint an arbitrator to hear and decide the dispute without submitting lists or arbitrator candidates to the parties.

Costs.   In the event any action shall be brought to enforce the performance of this agreement, the prevailing party shall be entitled to recover from the other party, as part of the other party’s costs and expenses, reasonable attorney’s fees.

Waiver.   No waiver of performance required by Buyer shall be valid unless in writing by Seller or his representative.  No waiver of specific action shall be construed as a waiver of future performance.

RETURNED GOODS POLICY

Our return policy is intended for timely processing of returns and issuance of credit to our customers.  Failure to adhere to these guidelines may result in delays or loss of credit.  Written communication or confirmation will also greatly aid in assuring proper processing.

All returns will require a written Return Goods Authorization (RGA) from BLUPRINT.  All returns should be sent to one of our BLUPRINT Facilities, along with a copy of the RGA and the RGA# should be written on the outside of all boxes.  Under no circumstances should any items be returned directly to the manufacturer or other party unless prior written authorization is obtained from BLUPRINT.

To obtain authorization to return material, customers should contact the BLUPRINT branch handling their account.  A Return Goods Request Form will be faxed or emailed to the customer to be filled out.  The Return Goods Request will then be faxed to Vernon/Lynette at (773) 409-9885, or e-mailed to Lynette@Lastingsolutions.com,  A numbered Return Goods Authorization will be faxed or emailed back to the customer.

RETURNS TO STOCK

DAMAGE OR LOSS IN SHIPMENT