valmont WF
STRUCTURES
COMMUNICATIONS
STANDARD TERMS AND CONDITIONS OF SALE
AGREEMENT: This document (‘Document’) contains the standard terms and conditions of sale by Valmont |ndustras, Inc. (‘Supplier’), to Purchaser. of products, materials, other goods,
equipment, operations, or services (“Product’). if this Document is a quotation, then the offer contained herein shall remain open for thirty (30} days from the date it was issued, unless
otherwise specified, and Purchaser shall be deemed to have accepted the offer and terms and conditions contained herein upon the earlier of: (1) Purchaser's signature and return of this
Decument to Supplier by fax or any other means, (2) Supplier's receipt of any order or any other writing from Purchaser indicating Purchaser's acceptance and agreement to the terms hereof:
or (3) Purchaser's acceptance of any shipment of Product. Whether this Document is a quote, an invoice, or otherwise, the terms and conditions of the parties’ agreement shall consist solely of
the terms and conditions contained in this Document, together with any separate written agreement previously executed by both Purchaser and Supplier, any invoices generated in connection
herewith. and any written addenda to the foregoing that are signed by Purchaser and Supplier (all of which are hereinafter collectively referred to as the "Agreement”}, Any additional or
different terms contained in any order or other document submitted by Purchaser to Supplier shall be deemed rejected, unless expressly accepted in writing by Supplier, in no event shall
Supplier's silence or failure to respond to any such additional ar different terms be deemed to constitute acceptance or approval thereof. If this Document is a quotation, then failure of the
Purchaser to reject these terms and conditions in writing upon the first to occur of the receipt of this or any other document from or on behalf of the Supplier containing these terms and
conditions or the delivery of Product pursuant to the Agreement shall constitute final acceptance of the terms and conditions hereof, To the extent this invoice is in any way deemed to be an
acceptance of an offer of the Purchaser, any such acceptance of the Supplier is expressly conditioned upon the consent of the Purchaser to the terms and conditions of the Agreement.
MODIFICATIONS, RESCISSION & CANCELLATION: The Agreement may be modified or rescinded only in writing signed by duly authorized representatives of the parties. For any changes
requested by Purchaser to the specification, style, or quantity of the Product, Purchaser shall pay the Supplier a charge equal to the actual additional cost incurred by the Supplier as a result of
such change plus a reasonable percentage of such actual cost for overhead and profit. Orders may be canceled only with Supptiers written consent and upon terms which will save Supplier
from less, including ail out-of-pocket costs and lost profits.
LIMITED WARRANTY: Supplier warrants the Product to be free of material and workmanship defects for a periad of two years from the date of shipment, but said warranty is limited to
material and workmanship of Product designed and manufactured by the Supplier. For any product manufactured using items supplied by Purchaser or Purchaser's designee, Supplier makes
no warranty conceming the design, fabrication, of manufacture of the items supplied, Such items shall carry only the respective designer's, fabricater's, or manufacturer's warranty, if any. For
product manufactured or fabricated by Supplier according to specifications or designs provided by Purchaser or Purchaser's designee, Supplier makes no warranty concerning the adequacy or
sufficiency of the specifications or designs themselves, All warranty claims alleging defects of materiats or workmanship must be submitted in writing within seven (7) days after the discovery of
the defect or such claim shall be considered waived. Supplier will not accept Product retuned to it for repair or replacement, unless Supplier is previously notified of the defect in writing and
the return or correction is authorized by Supplier in writing. Any Product deemed by Supplier, in its sole discretion, to be defective in material or workmanship will be repaired or replaced, at
Supplier's option, F.O.B. Supplier's plant. Supplier's obligation to repair or replace any defective Product shall not include any obligation to reimburse the Purchaser for transportation
installation, removal, unauthorized repairs. or any other expenses that may be incured by the Purchaser or others In relation to any Product defect. THIS WARRANTY EXCLUDES (I)
FATIGUE FAILURE OR SIMILAR PHENOMENA RESULTING FROM INDUCED VIBRATION, HARMONIC OSCILLATION OR RESONANCE ASSOCIATED WITH MOVEMENT OF AIR
CURRENTS AROUND THE PRODUCT. FURTHER, LABOR REQUIRED TO REMOVE AND/OR REINSTALL ORIGINAL OR REPLACEMENT PARTS SHALL BE THE RESPONSIBILITY
OF THE CUSTOMER; (il) DAMAGE CAUSEO BY IMPROPER INSTALLATION, OVERLOADING, MISUSE, ASUSE, ACCIDENT OR NEGLECT. [In addition, this warranty does not cover
alterations, modifications, or additions unless the change is acknowledged and accepted in advance in writing, by Valmont; and (iii) if the products are to be used on an existing foundation or
on other structures, te customer assumes all responsibility for the stnictural integrity of the existing foundation, anchorage or structures and all the consequences arising therefrom,
THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES GIVEN BY SUPPLIER, AND SUPPLIER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM STATUTE, COMMON LAW,
CUSTOM, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE. THE REMEDY OF REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT SET FORTH IN THE
FOREGOING WARRANTIES SHALL BE THE EXCLUSIVE REMEDY AVAILABLE TO ANY PERSON. SUPPLIER SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, EXPENSE, OR
DAMAGE, WHETHER DIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHERWISE (INCLUDING LOST PROFITS, LOSS OF CONSTRUCTION BONUS OR INCENTIVES), RESULTING
FROM THE POSSESSION, INSTALLATION, ERECTION, START-UP, USE, MAINTENANCE, OPERATION, REMOVAL, OR RESALE OF SUPPLIER'S PRODUCT OR CAUSED 8Y ANY
DEFECT, FAILURE, OR MALFUNCTION OF ANY PRODUCT, WHETHER A CLAIM FOR SUCH DAMAGES IS BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, OR
OTHERWISE. NO PERSON HAS THE AUTHORITY TO BIND THE SUPPLIER TO ANY REPRESENTATION OR WARRANTY OTHER THAN THE FOREGOING LIMITED WARRANTIES
AS DISCLAIMED.
DELIVERY, FREIGHT & RISK OF LOSS: All products are sold F.0.8. factory, full freight allowed within the continental United States, consisting of the lower 48 contiguous states, unless
otherwise specified in writing. For shipment destinations outside the continental U.S., freight charges will be prepaid to the nearest port of exit with all other applicable charges from said point
of delivery being the responsibility of the customer, unless otherwise noled. The method of shipment will be solely determined by Valmont, using a common carrier of Valmont’s choice and
delivered to the nearest destination. The customer assumes and will pay all charges for special services such as cartage, airfreight, express deliveries, parcel post and multiple deliveries on
one order. For orders Jess than $1,500, freight may not be included and may be prepaid and charged to the customer. Orders below $500 may incur a processing fee. Freight charges for
anchor bolts or accessories shipped independent of the structures (at the customer's request) may be billed separately and paid by the customer, unless otherwise specified in writing. Risk of
Loss, including transportation delays and losses, shall pass to Purchaser upon the earlier of (i) completion of the Product's manufacture, if shipment is delayed by Purchaser, (ii) delivery of the
Product to the Purchaser in cases where shipment is F.0,8, destination, or (ili) delivery of the Preduct to the carier in cases where shipment is collect or is F.0.8. point of shipment.
PRICING: All prices and discounts are subject te change without advance notice except those shown on a specific quotation indicating the prices to be firm for thirty (305 days from the date of
the quotation. For quotations accepted by Purchaser, Purchaser agrees that if the contract documents or designs or the prices of raw materials change from that contained in the quotation,
Supplier has a ght to charge additional compensation for increased costs, including, without limitation, costs related to freight and raw materials, as well as for increased margin associated
therewith. Orders delayed or put on customer hold may not be price protected beyond the date of a general price increase announcement
RETURNS & CLAIMS FOR SHORTAGES: Supplier will not accept retums for custom-made Product for any reason, provided that Supplier will accept returns made solely for repair or
replacement under the foregoing express warranties, but only if Supplier has previously authorized said returns in writing. Standard (non-custom) Product may not be returned without the
written consent of Supplier obtained within thirty (30) days after shipment, and only upon the following conditions: (i) all returned Product must be in excelent and merchantable condition and in
the original packaging; {ii} the outbound and return freight must be pre-paid; and (iv) the return is subject to certain charges depending on current pricing and product. All claims for shortages
must be made in writing within 30 days of receipt of shipment at destination,
PRODUCT SHIPPED WITH PROTECTIVE COVERING: Product received at the point of destination with protective covering should be unwrapped immediately and inspected. Any exposure
to moisture during transportation or storage may cause the wrapping materials to stain the Product. Product is wrapped for protection during shipment.
INSTALLATION: Purchaser shall be sofely responsible at its cost for the installation and erection of the Product purchased. Although Supplier may, in some cases, provide data. manuals,
instructions, designs, drawings or specifications to aid Purchaser with installation or start-up, SUPPLIER ASSUMES NO RESPONSIBILITY FOR PROPER INSTALLATION OR SUPPORT OF
THE PRODUCT WHEN ERECTED AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO SUCH INSTALLATION OR SUPPORT, WHETHER OR NOT DATA,
MANUALS, INSTRUCTIONS, DESIGNS, DRAWINGS OR SPECIFICATIONS ARE PROVIDED.
DELAYS: Supplier will deliver or ship with reasonable promptness, but shall not be liable for delays for any reason beyond the Supplier's reasonable control, including, but not limited to.
delays caused by acts of God, war, riet, embargoes, acts of civil or military authorities, fires. floods, accidents, quarantine restrictions, mill conditions, strikes, differences with workmen, delays
in transportation, shortages of cars, fuel, Jabor or materials. IN ANY SUCH EVENT, SUPPLIER SHALL HAVE SUCH ADDITIONAL TIME WITHIN WHICH TO PERFORM AS MAY BE
REASONASGLE AND NECESSARY UNDER THE CIRCUMSTANCES, AN@ SUPPLIER SHALL NOT GE LIASLE TO PURCHASER FOR ANY DAMAGES ARISING FROM SUCH DELAYS,
LOSS OF USE OR FOR OTHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT SHALL SUPPLIER BE
LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LABOR RESULTING FROM FAILURE OR DELAY IN DELIVERY.
Lighting, Traffic and Communication Structures
Valmont Industries, Inc. 1545 Pidco Drive Plymouth, Indiana 46563-1354 USA
574-936-4221 877-467-4763 Fax 574-936-6796 valmont.com valmont-towers.com
