Welcome to Titan Steel Structures LLC (“Titan”). By visiting this Site, or by purchasing or using any Products and Services offered by Titan, you agree to abide by these General Terms and Conditions, so please read them carefully.
Titan offers a wide range of Products and Services. When you purchase or use a particular Product or Service offered by Titan, you also agree to be subject to any additional terms and conditions applicable to that particular Product or Service (“Unique Product/Service Terms”). In the event the General Terms and Conditions set forth below are inconsistent or conflict with any Unique Product/Service Terms, the Unique Product/Service Terms shall govern.
GENERAL TERMS AND CONDITIONS
- These General Terms and Conditions (“GT&Cs”) are an essential and integral part of each and every Purchase Order accepted by Titan. Upon the written acceptance of a Purchase Order by an authorized representative of Titan, these GT&Cs shall become part of a binding contract between Titan and the Buyer that includes that Purchase Order.
- Time and terms of payment are of the essence. Charges for any goods and services contracted for purchase in a Purchase Order, as it may be changed (collectively, the “Purchased Goods”), are clearly indicated on the front of the Purchase Order or in a subsequent, written change order. Goods manufactured to order or with custom specifications may require prepayment of all or part of the purchase price prior to shipment. Titan may, at any time and at Titan’s sole discretion, require full or partial payment in advance of delivery or in advance of manufacture. Notwithstanding any other provisions herein to the contrary, if at any time Titan in good faith determines that Buyers’ credit shall become impaired, Titan may decline to deliver the Purchased Goods except for cash, in advance of delivery or in advance of manufacture.
- Terms regarding Purchased Goods.
- In some instances and at Buyer’s request, Titan may submit to Buyer drawings, to be approved by Buyer, of the Purchased Goods. The approval drawings will consist of anchor, bolt plan and cross sections. A duplicate set of drawings will be forwarded to Buyer by Titan for Buyer’s approval. Buyer may request additional sets of drawings which will be provided upon the payment of postage and handling fees. Buyer must approve or modify within thirty (30) days and return to Titan the signed approval drawings with modifications. Upon receipt by Titan of the approved drawings, Titan shall proceed with the preparation of detailed shop drawings and the manufacture of the Purchased Goods.
- Buyer might request changes or add extras. Titan shall only be bound to comply with changes or extras which are received and actually confirmed by Titan in a written Change Order, signed by Buyer or Buyer’s agent, that has been approved and accepted in writing by Titan. Any such Change Order shall describe the change and the modification to the contract price.
- References to building size and all other dimensions are approximate and intended to identify standard sizes sold by Titan. Except when specifically indicated, all dimensions are exterior dimensions. No warranty or representation is given by Titan as to exact dimensions, as same will vary depending upon concrete base and variations, and are intended to identify generally gauge designations by steel producers. Buyer bears the responsibility of providing dimensions along with the Purchase Order. Any changes to dimensions made by Buyer, or caused by anyone other than Titan, might result in cost increase and delay. Buyer holds Titan harmless for any such cost increase or delay.
- Buyer is 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 therein.
- Titan shall have no responsibility whatsoever for the erection of any structure(s) that might be built with the Purchased Goods, and Titan shall not be liable to Buyer for any loss or damage resulting from, or in connection with, the erection of said structure(s). Buyer hereby releases Titan from all claims, damages, expenses and liabilities of every kind and nature arising out of the erection of any structure(s).
- Buyer, and/or any other erector(s) of any structure(s) that might be built, must follow and comply with all specifications and instructions contained in drawings supplied to Buyer by Titan, if any, including, but not limited to, Standard Product Drawings. If such drawings are not supplied by Titan, it is Buyer’s obligation to inquire as to whether any such drawings exist and to request same. Buyer shall indemnify, defend and hold harmless Titan from and against any and all losses, claims, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) resulting from any failure to comply with specifications and instructions contained in any drawings supplied to Buyer, as well as any failure by Buyer to request drawings, if drawings were not supplied.
- Unless otherwise specified in the Purchase Order or in a Change Order, or a delay in delivery is caused by Buyer’s action or inaction, Purchased Goods are shipped FOB Buyer’s designated place of delivery. Accordingly, title and risk of loss shall pass to Buyer upon Titan’s tender of delivery to Buyer. Unless provided otherwise in the Purchase Order or a Change Order, Titan will arrange for shipment of the Purchased Goods to Buyer and the cost of such shipment will be included in the price of the building.
- Delivery dates indicated in the Purchase Order are approximate and are based, in part, on prompt receipt by Titan of all necessary information regarding the Purchased Goods and the location of delivery. Titan will use commercially reasonable efforts to meet delivery dates indicated in the Purchase Order. UNDER NO CIRCUMSTANCES WILL TITAN BE LIABLE TO BUYER 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. Titan shall also not be liable for any delay or failure to deliver due to causes beyond its control including, without limitation, acts of God; acts of Buyer; 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 Titan’s inability to obtain all necessary labor, materials, components or manufacturing facilities.
- Buyer shall receive and accept delivery within fourteen (14) days of notice that the Purchased Goods are ready for shipment. If Buyer fails to accept timely delivery, Titan may, but shall not be required to, treat this contract as being materially breached, in which event Titan shall have all available remedies, including liquidated damages. In the event of any delay caused by Buyer, Titan will store the Purchased Goods. Buyer will bear the risk of loss of any such stored Purchased Goods and Buyer will pay any unpaid portion of the contract price, plus all storage, insurance and handling charges, as well as all freight charges on or after the date on which the Purchased Goods are tendered for delivery. Delays caused by Buyer shall include, but are not limited to: (i) Buyer, its agents or employees, notifying Titan to place order on “hold” until further notice; (ii) Buyer delaying approval of drawings for more than thirty (30) days after receipt on an approval job; and (iii) Buyer delaying delivery of a building or any parts thereof after fabrication is complete and ready to ship. If either (i) or (ii) occurs, Titan may then charge Buyer whatever costs or damages Titan 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. IN THE EVENT A FACTORY OR MANUFACTURER INCREASES THE PRICE OF THE BUILDING AFTER BUYER HAS CAUSED A DELAY, THIS CONTRACT WILL BE DEEMED TO HAVE BEEN AMENDED TO INCLUDE SUCH A PRICE INCREASE AND BUYER’S PAYMENT OBLIGATION HEREUNDER WILL BE INCREASED TO REFLECT SUCH A PRICE INCREASE.
- Buyer shall bear risk of loss as soon as the truck bearing the Purchased Goods arrives at Buyer’s premises. Thus, Buyer assumes all risk of loss and liability during the period of unloading, including, but not limited to personal injury. Titan shall not be responsible for spotting, switching, drayage, demurrage or other transportation charges unless agreed to, in writing prior, to delivery. Buyer shall indemnify Titan, and hold it harmless, from any loss, costs, claims, suits, damages and attorney’s fees arising from any alleged or real injury (including to personal injury) to any person or property which arises after delivery of the Purchased Goods.
- Certain Disputes. Any dispute about the quality, condition or workmanship of the Purchased Goods or otherwise in connection with the terms of the Purchase Order and these GT&Cs, shall not entitle Buyer to reject or revoke acceptance of the goods. In the case of any dispute, Buyer shall take delivery of the Purchased Goods, make full payment for same, and make a claim under Titan’s warranty. This remedy shall be in lieu of all other remedies available to Buyer.
- Shortages and Defects. Purchased Goods shall be deemed fully accepted by Buyer and all claims for damages or defects caused by shipment of the goods shall be deemed waived unless Buyer gives to the carrier written notice of any such defects at the time of delivery on the bill of lading. Any and all claims for shortages must be reported in writing to Titan within 30 days of the date of delivery. Buyer must give written notice to Titan of any and all warranty claims within 30 days after Buyer discovers the defect or alleged defect. Such written notice shall state with particularity each and every alleged defect and/or shortage claimed by Buyer. Buyer’s exclusive remedy for any defects or shortages in goods shall be limited to Titan, in its sole option, replacing or repairing (but not dismantling or installing) defective parts. Titan shall only be liable for repairs which are authorized by Titan, in writing, prior to repair. Replacement of shortages and replacement parts shall be FOB Buyer. Titan’s liability for shortages and defects shall not in any event include indirect, incidental, consequential, special or exemplary damages.
- Liquidated Damages. Buyer agrees that in the event of a breach by Buyer, Titan’s damages will be difficult to measure and, therefore, Titan is entitled to have and recover liquidated damages from Buyer. Notwithstanding any other provision of these GT&Cs, the liquidated damages which Titan may recover are; (a) 60% of the purchase price if Buyer’s breach or repudiation occurs prior to the time the goods are shipped; (b) 60% of the purchase price plus all shipping, handling and storage costs, if Buyer’s breach or repudiation occurs after the goods have been shipped; (c) 100% of the purchase price if Buyer’s breach or repudiation occurs after tender of delivery of the goods; (d) 100% of the purchase price if the breach occurs with respect to specially manufactured or custom goods prior to their shipment; (e) 100% of the purchase price plus all shipping, handling and storage costs if the breach occurs with respect to specially manufactured or custom goods after their shipment. Buyer further agrees that the amount of liquidated damages specified herein constitutes a reasonable estimate of the actual damages which Titan would expect to incur upon Buyer’s breach or repudiation of this agreement.
- Initial Payment. In addition to (and not in lieu of) other remedies available to Titan, upon breach or repudiation of this contract by Buyer, Titan may retain for its own account any initial payment made by Buyer, and such retention shall not impair any other remedies available to Titan under this contract at law or in equity.
- Security Interest. Buyer hereby grants to Titan 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, Titan may declare all obligations immediately due and payable and shall have the remedies of a secured party as provided by law. Buyer will at any time hereafter execute such financing statements or other instruments and perform such acts as Titan may request to establish and maintain a valid security interest in the structure or structures.
- Buyer’s indemnification of Titan. Buyer shall indemnify, defend and hold harmless Titan from and against any and all losses, claims, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Titan as a result of any actual or threatened claim, action, investigation, proceeding or suit arising out of the acts or omissions of Buyer or third parties (including without limitation carriers), whether for negligence, failure to maintain the building or otherwise.
- Warranties. For a period of one (1) year from the date of original shipment, Titan warrants that its products are free from defects in materials and workmanship. Titan’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 Buyer, 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. TITAN GIVES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. Overhead doors are warranted solely by the manufacturer and Titan 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. Buyer is obligated to properly maintain any and all structures once erected to ensure that no damage is caused by the accumulation of snow or ice.
- Compliance with Laws. Buyer is responsible to determine and comply with applicable laws, rules and regulations (including, but not limited to zoning, building codes and permit requirements) where any structure is to be erected. Titan shall not be liable for any damages or losses, whether direct or indirect, caused by Buyer’s failure to satisfy the requirements of this Section.
- Taxes and Duties. Buyer shall he liable for all applicable sales taxes and duties owed with respect to the Purchased Goods. In the event that Titan must pay any amount to governmental authorities prior to delivery of the Purchased Goods, Buyer shall promptly pay the amount of such taxes to Titan upon demand regardless of whether this contract is considered to be in interstate, intrastate, or international commerce.
- Buyer agrees that Titan may place signs identifying it as Titan on any structure during construction and, following completion of construction, Titan may use the project name, size, intended use and location in its general marketing and advertising materials.
- Entire Agreement; Amendment. No understanding, promise or representation, and no waiver, alteration or modification of any of the provisions hereof, shall be binding upon Titan unless consented to expressly in writing by an authorized representative of Titan. Buyer affirmatively represents that it has not relied upon any statements or representations of any party (including without limitation Titan or any of Titan’s sales representatives) that alters, adds to or differs from these terms or conditions and no such statement or representation shall be recognized or be binding upon Titan. Any and all provisions of Buyer’s purchase order or other documents that add to or differ from these GT&Cs are EXPRESSLY REJECTED. The failure of Titan to exercise any rights under this contract, upon the default by Buyer or otherwise, shall not be a waiver of Titan’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) shall not be affected thereby, and each provision of this contract shall be valid and enforced to the fullest extent permitted by law.
- 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 parties hereto expressly agree that if a court of competent jurisdiction deems any of the language contained herein to be vague or ambiguous, such language shall not be presumptively construed against either party but shall be construed so to give effect to the true intentions of the parties. This contract has been executed in Broward County, Florida. Buyer irrevocably consents to the exclusive jurisdiction of the courts of Broward County, Florida for the purpose of enforcing this contract.