All vendor purchase orders are subject to the terms and conditions found here. Click the link to download our most recent terms and conditions or review them below.
1. These Standard Purchase Order Terms and Conditions (“Terms”) only apply to transactions that do
not have a previously negotiated and written agreement, duly executed by both parties. If there is
such an agreement, then those terms shall be the terms that govern the transaction and
relationship of the parties.
2. In the absence of such a written agreement, duly executed by both parties, then these Terms apply
to any purchases by Soil-Nail Holdings, LLC, its subsidiaries, affiliates, successors, and assigns
(“Buyer”) of the goods or services (“Merchandise”) described in the applicable purchase order, any
document of Buyer attached to the applicable purchase order, and any communication of Buyer
that directed Seller to or incorporates these Terms (collectively, the “Contract Documents”). The
purchase order, subject to these Terms constitutes the agreement between the parties for
purchase and sale of the items listed on the purchase order (the “Agreement”) unless any items are
services subject to the terms of Buyer’s standard subcontract agreement as described below.
3. Seller’s full or partial performance under the purchase order will constitute acceptance of these
Terms. These Terms apply to everything listed in the purchase order and constitute Buyer’s offer to
Seller, which Buyer may revoke at any time prior to Seller’s acceptance. The purchase order is not
an acceptance by Buyer of any offer to sell, any quotation, or any proposal. Reference in the
purchase order to any such offer to sell, quotation, or proposal will not constitute a modification of
any of these Terms. Terms and conditions different from or in addition to these Terms, whether
contained in any acknowledgment of the purchase order or with delivery of any goods or services
under the purchase order, or otherwise, will not be binding on Buyer, whether or not they would
materially alter the purchase order, and Buyer hereby rejects them. These Terms may be modified
only by a written document signed by duly authorized representatives of Buyer and Seller.
4. Buyer shall pay Seller to provide the Merchandise and for any incidental services as identified in the
purchase order for the total sum listed in the purchase order (the “Price”). Unless otherwise
documented, the Price excludes applicable federal, state, and local taxes, for which Seller shall be
fully responsible regardless of the estimated amount. Unless otherwise indicated, prices shall not
include costs or deposits for shipping and packing materials. No increase in price or extra charges,
including any interest or finance charges, shall be effective unless Buyer, in its sole discretion,
consents to them in writing in advance, and if Buyer consents to a price increase or extra charges, it
shall not be effective until at least thirty (30) days after such consent is given.
5. If any incidental services identified in the Purchase Order constitute the substantial, specified
portion of the work of construction of a given building or project which is the subject of a general
construction contract in accordance with the plans and specifications of such contract the Seller
agrees the provision of those services are subject to the Standard Agreement between Constructor
and Subcontractor as set forth in ConsensusDocs 750.
6. Any incidental services performed by Seller that are not governed by the terms of ConsensusDocs
750 are governed by these Terms. Nothing in these Terms shall be construed to create a
contractual relationship between persons or entities other than Buyer and Seller. Except as
specifically provided in these Terms, these Terms are exclusively for the benefit of Buyer and Seller
and not for the benefit of any third-party. The Agreement represents the entire and integrated
agreement between Buyer and Seller, and supersede all prior negotiations, representations, or
agreements, either written or oral.
7. Along with the delivery of materials or equipment, at no additional cost, Seller shall promptly
submit to Buyer all available manufacturer’s warranties, product data, and literature relating to
such materials or equipment.
8. Time is of the essence of this Agreement. Buyer and Seller shall coordinate with one another with
respect to the timing and delivery of the materials and equipment pursuant to the purchase order
and these Terms. In the event the delivery schedule agreed to by Buyer and Seller cannot be met for
any reason, Seller shall notify Buyer as soon as reasonably practical as to such delay.
9. Shipping instructions furnished by Buyer shall be strictly complied with and shall be considered a
part of the Agreement. Seller shall endeavor to provide Buyer at least twenty-four (24) hours’ notice
prior to the delivery of any materials or equipment. Any provisions for delivery of materials or
equipment by installment shall not be construed as making the obligations of either party
severable. Risk of loss or damage shall be upon Seller until the materials or equipment are
physically delivered to Buyer at the project site or other authorized destination, unless otherwise
agreed to in writing and signed by Buyer, or if covered by project all risk or equivalent insurance.
10. Seller shall submit to Buyer all Material Safety Data Sheets, if applicable and as required by law, for
materials or substances sold to Buyer.
11. Except as otherwise provided in these Terms, all shipments shall be subject to final inspection by
Buyer after receipt by Buyer at destination. Shipments shall be accompanied by detailed delivery
tickets to assist Buyer in its inspection. Buyer must inspect all materials and equipment and advise
Seller of any visible damage or shortfalls within a reasonable time after delivery; otherwise, such
materials and equipment will be deemed to be accepted. Should Buyer discover any damage or
shortfalls, Buyer shall report them to Seller. Materials or equipment not accepted due to
nonconformance with the requirements of these Terms shall, at Buyer’s option, be (a) returned to
Seller at Seller’s expense; (b) exchanged for replacement products; or (c) repaired at Seller’s
expense to the extent such repairs do not exceed the replacement cost of such materials or
equipment. If nonconforming materials have been installed, Seller is responsible for labor costs to
uninstall nonconforming materials and reinstall conforming materials. Incorporation of the
materials or equipment into the project shall constitute acceptance by Buyer of such materials or
equipment and incidental services, if any, subject to Seller’s warranty obligations. Payment for any
materials or equipment shall not constitute acceptance. Notwithstanding the foregoing, Buyer
shall have the right to reject and refuse acceptance of materials or equipment that are not in
accordance with specifications or information identified in the purchase order, these Terms, or
Seller’s warranty, if any, as provided pursuant to these Terms.
12. Changes, Cancellation. Buyer may at any time direct changes to the Merchandise or to otherwise
change the scope of the Agreement including such matters as inspection, testing or quality control,
and Seller agrees to make such changes promptly. Any difference in price or time for performance
resulting from such changes shall be equitably adjusted by Buyer after receipt of documentation in
such form and detail as Buyer may direct. Any changes to the Agreement shall be made in
accordance with this Section 12. In addition to any other rights of Buyer to terminate the
Agreement, Buyer may, at its option, immediately terminate all or any part of the Agreement, at any
time and for any reason, by giving written notice to Seller. Upon such termination, Buyer shall pay
to Seller the following amounts without duplication: (a) the price for all Merchandise completed
and delivered in accordance with the Contract Documents and not previously paid for and (b) the
actual costs of work-in-process and raw materials incurred by Seller in furnishing the Merchandise
under the Agreement to the extent such costs are reasonable in amount and are properly allocable
to the terminated portion of the Agreement (provided Seller has delivered to Buyer any such workin-
process or raw materials), less the sum of the reasonable value or cost (whichever is higher) of
any goods or materials used or sold by Seller with Buyer’s written consent and the cost of any
damaged or destroyed goods or material. Buyer will make no payments for finished goods,
services, work-in-progress or raw materials fabricated or procured by Seller in amounts in excess
of those expressly authorized under the Agreement or for any undelivered goods or raw materials
that are in Seller’s standard stock or that are readily marketable. Payments made under this
Section shall not exceed the aggregate price payable by Buyer for Merchandise that is undelivered
at the date of termination. Except as provided in this Section, Buyer shall not be liable for payments
to Seller, directly or on account of claims by Seller’s subcontractors, for loss of anticipated profit,
unabsorbed overhead, interest on claims, product development and engineering costs, facilities
and equipment rearrangement costs or rental, unamortized depreciation costs, or general and
administrative burden charges from termination of the Agreement. Within sixty (60) days from the
effective date of termination, Seller shall submit a comprehensive termination claim to Buyer with
sufficient supporting data to permit Buyer’s audit and shall thereafter promptly furnish such
supplemental and supporting information as Buyer shall request. Buyer or its agents shall have the
right to audit and examine all books, records, facilities, work, material, inventories and other items
relating to any termination claim of Seller.
13. Should Buyer order Seller in writing to suspend, delay, or interrupt the performance of the
Agreement for such period as may be determined to be appropriate for the convenience of the
project owner and not due to any act or omission of Seller, then Seller shall immediately suspend,
delay, or interrupt as ordered by Buyer.
14. Should Seller fail to deliver items and materials or perform the incidental services required within
the time provided under the Agreement or any mutually agreed upon extension of time, or should
Seller fail to perform any of the provisions of the Agreement or fail to make progress so as to
endanger performance of the Agreement in accordance with its terms, Seller may be deemed in
default and Buyer may terminate the Agreement for default by providing written notice of the same.
The rights and remedies of Buyer provided in this section shall not be exclusive and are in addition
to any other rights and remedies provided by law or under the Agreement.
15. Seller assigns to Buyer any applicable vendor or manufacturer warranties or remedies. In addition
to the foregoing warranties, Seller hereby expressly warrants that all materials or equipment
covered by the Agreement shall be (a) fit and sufficient for the intended purpose for which such
materials or equipment was manufactured; and (b) free and clear of all liens. In the event of a
breach of such warranties, Seller shall (a) refund the Price, (b) repair, or (c) replace, at Seller’s
option and expense, any defective materials or equipment. Seller’s warranty excludes remedies for
defects or damages caused by ordinary wear and tear, use for a purpose for which the materials or
equipment were not specified, improper or insufficient installation, operation, maintenance,
storage, or abuse, and modification not performed by Seller. THE WARRANTIES IN THIS SECTION
ARE EXCLUSIVE, AND SELLER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES.
16. Payment for conforming material or equipment shall be made by Buyer in accordance with any
terms indicated in the Purchase Order and after a receipt by Buyer of Seller’s invoice. If requested
by Buyer, Seller shall promptly provide affidavits that all of Seller’s suppliers have been paid, and a
release of all liens either by Seller or Seller’s supplier and claims in a form reasonably acceptable
to Seller and Buyer. Such releases or waivers of lien may be conditioned upon payment. Prior to
final payment, Seller shall provide to Buyer copies of warranties, applicable manuals, and all other
close-out documents required for the materials or equipment by the Agreement.
17. Compliance with Laws. Seller agrees that it shall strictly comply with all applicable foreign, federal,
state, and local laws, rules, regulations, codes, and ordinances, including all applicable laws and
regulations regarding employment and discrimination and data protection. Seller shall arrange for
all inspections and approvals by governmental officials including customs clearance or other
import or export obligations, if necessary. Seller shall not offer or provide to Buyer’s purchasing
agents any gratuities, gifts, payments, or anything of value, nor shall Seller offer or provide to any
employees, agents or other representatives of Buyer any gratuities, gifts, payments, or anything of
value in an attempt to influence directly such person's administration of the provisions of the
Agreement.
18. Confidentiality. Buyer may disclose technical or business information to Seller in connection with
the negotiation or performance of the Agreement. Seller agrees to keep confidential all such
information as well as any other information relating to the Agreement, including Buyer’s interest
in, or the existence or terms of, the Agreement. Seller shall not disclose or use, directly or
indirectly, such information for any purpose other than the purposes of performing the Agreement,
nor shall Seller disclose to Buyer any of Seller’s information that Seller deems confidential.
19. Intellectual Property. Neither party transfers to the other party any patent, know-how, trade secret,
trademark, copyright, or any other intellectual property right in the information, documents or
property that such party makes available to the other under this Contract, other than (a) Seller has
the right to use Buyer’s intellectual property rights solely to produce and supply Merchandise to
Buyer under this Contract, (b) if the Merchandise is experimental, custom or developed for Buyer
(including any original works of authorship or art qualifying for copyright protection), all rights, title
and interest in and to any intellectual property conceived, developed, or first reduced to practice in
order to produce or supply the Merchandise is hereby irrevocably assigned to the Buyer and Seller
agrees to have all necessary documents executed to document such assignment and assist the
Buyer in perfecting any such interest (Buyer agrees to pay Seller’s reasonable costs in assisting the
Buyer to perfect any such interest), and, (c) if this Contract is terminated due to Seller’s default and
Buyer cannot reasonably obtain substitute Merchandise from a third party without Seller’s
intellectual property, Buyer shall have a non-exclusive royalty free right and license to use Seller’s
intellectual property to obtain, use and sell substitute Merchandise. Seller may not use Buyer’s
name, logo or trademark without Buyer’s written consent.
20. Buyer and Seller waive claims against each other for consequential or special damages arising out
of or relating to the Agreement; however, this waiver shall not apply to any claim for reimbursement
or indemnification for any consequential damages one party was required to pay to a third party as
a result of an act or omission of the other party or their employees or agents.
21. Except for assignment of proceeds, no assignment of the Agreement or of any right, obligation, or
delegation of duty under the Agreement shall be made without the written consent of the other
party or their duly authorized agent. Any attempted assignment or delegation without such consent
shall be void.
22. Either party’s failure to insist on performance of any term, condition, or instruction, or to exercise
any right or privilege provided in the Agreement, or its waiver of any breach, shall not thereafter
waive any such term, condition, instruction, or any right or privilege.
23. The Agreement shall be governed by the law in effect at the location of the project.
24. DISPUTE MITIGATION AND RESOLUTION.
a. Unless otherwise agreed in writing, except for nonpayment by Buyer, Seller shall continue to
provide materials, equipment, and incidental services as identified in the Purchase Order,
maintain the delivery schedule, if applicable, during any dispute mitigation or resolution
proceedings. If Seller continues to perform, Buyer shall continue to make payments in
accordance with the Agreement.
b. If a dispute arises out of or relates to the Agreement or its breach, the parties shall endeavor to
settle the dispute in a cooperative manner, including resolving minor nonconformities that
would give rise to economic waste. Within five (5) business days, the parties’ representatives,
who shall possess the necessary authority to resolve such matter and who shall record the
date of first discussions, shall conduct direct discussions and make a good faith effort to
resolve such dispute.
c. If the matter is unresolved after direct discussions, the parties shall submit the matter to
arbitration using the current Construction Industry Arbitration Rules of the American
Arbitration Association, or the parties may mutually agree to select another set of arbitration
rules. The administration of the arbitration shall be as mutually agreed by the parties.
d. The costs of any binding dispute resolution procedures shall be borne by the non-prevailing
party, including reasonable attorneys’ fees, as determined by the adjudicator of the dispute.
e. The venue of any binding dispute resolution procedure shall be the location of the project,
unless the parties agree on a mutually convenient location.
f. All parties necessary to resolve a matter shall be parties to the same dispute resolution
procedure. Appropriate provisions shall be included in all other contracts relating to the
material, equipment, or incidental services, if any, as identified in the Purchase Order to
provide for the joinder or consolidation of such dispute resolution procedures.
25. The parties expressly agree that the Agreement was jointly drafted, and that they both had
opportunity to negotiate terms and to obtain assistance of counsel in reviewing terms prior to
execution. The Agreement shall be construed neither against nor in favor of either party but shall be
construed in a neutral manner.
