Standard Terms & Conditions

REB Storage Systems International – Standard Terms and Conditions of Sale and Installation

1. Contract Documents. These Terms and Conditions govern the Proposal and shall be considered incorporated into any subsequent contract between the parties hereto as if fully stated therein. Collectively, this Proposal and any subsequent contract, purchase order or other writing are herein referred to as the “Contract Documents”, such Contract Documents together being the entire and integrated agreement between the REB and Customer (collectively, “the parties hereto”) relating to the subject matter hereof, and supersedes all prior understandings, writings, proposals, negotiations, representations, communications or agreements, whether oral, written or implied, of either of the parties hereto. In the event of any conflict of terms within the Contract Documents, the terms and conditions of this Proposal shall govern. By executing and/or accepting the Proposal, Customer represents and warrants that it has reviewed and has consented to all terms and conditions contained therein. The Contract Documents, any one or all of them, may be amended only by a writing executed by the President of REB and an authorized representative of Customer. If any provision in this Proposal is held by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision or public policy, the remainder of this Proposal shall continue in full force and effect.

2. Engineering Data. The proposal drawings and/or specifications of the Proposal are confidential Engineering Data (the “Engineering Data”) and represent REB’s investment in engineering skill and development and remain the property of REB. The Engineering Data is provided to Customer with understanding that the information contained therein will not be disclosed or used in any manner detrimental to REB or as not authorized by the Contract Documents. All specifications and dimensions set forth in the Engineering Data are approximate and are subject to change during detailed engineering. Purchased materials and/or components referred to by trade name and/or by manufacturer may be interchanged at the option of REB with other materials and/or components of equal or greater quality and value. REB shall submit layout drawings, if required, to Customer who shall check and verify them with reasonable promptness. Customer must sign the drawings and send back to REB, which thereafter will execute the Work in accordance with approved drawings. Customer’s failure to review and return signed drawings to REB prior to materials being manufactured shall release and relieve REB of and from any all liability and responsibility for issues that may arise when materials arrive on-site and/or during installation.

3. Scope of Work. All work performed by REB as specified in the Proposal (the “Work”), will be completed by REB in a workmanlike manner according to standard industry practices. All Work shall be performed by individuals duly licensed and authorized by law to perform said Work. REB shall perform the Work in accordance with a five (5) day week schedule and shall provide Customer with an estimated schedule for completion of the Work, subject to reasonable extension and modification depending upon the availability of REB’s equipment.

4. Change Orders. Should the Customer request changes to the Work prior to completion of the Work, such requests shall be made in writing and submitted to REB. REB shall issue a change order setting for the additional work, the additional costs and any schedule changes which must be jointly executed by the President of REB and an authorized representative of the Customer. Upon a change being jointly executed by the parties hereto as set forth herein, the change order shall become a part and controlled by the Contract Documents.

5. Deliveries. Shipping or delivery dates are approximate. REB shall not be liable for delays in or failures of delivery due to strikes, labor trouble, supplier’s delays, accidents, fire, flood, acts of God, action by Government authority, changes requested by Customer, or causes beyond REB’s control.

6. Freight Claims. It shall be the responsibility of the Customer to examine and inspect merchandise when delivered, and to make notations of any damages, shortages, or any such related complaint on the delivery receipt before the truck driver leaves the Customer’s facility. Following this review, the customer must then notify the REB in writing of any complaint that was noted on the merchandise delivery receipt.

7. Ship/Delivery Date Changes. Should the delivery date require change due to Customer requirements, and the product is already in the manufacturing cycle, the product is the responsibility of the Customer and will be invoiced as of the original delivery date. REB will reasonably assist the Customer in obtaining a location to store the product.

8. Installation: Customer Responsibilities

8.A. Should a Customer select their own installation company. REB will not be responsible for any part of the installation, for example: poor installation, not completing the project as per installation drawings and manufacturers specifications, components not placed in correct locations, not anchoring and bolting correctly, damaging floors, etc.

8.B. When REB Coordinates Installation. Customer agrees to prepare site and provide utilities and other support as required by the REB for installation and testing and to perform the following:

8.B.1. Floor. Floor shall be concrete or other sound materials acceptable to the REB and shall be flat and even. (Less than one quarter (¼) inch elevation variation over ten (10) linear feet in any direction). Any costs incurred for drilling anchor holes as a result of interference with reinforcing rods, mesh, or other materials due to hard anchor receiving materials shall be reimbursed by Customer. (REB has designed the rack column base plates and their anchorage to the floor slab based on a 28-day concrete compressive strength of 3,000 psi or other value if specified). The base plates have been sized such that the calculated bearing load, or stress, on the concrete floor slab is less than a maximum bearing strength permitted by the building code requirements for structural concrete (ACI 318-95). REB is not responsible for the design of the floor slab and sub soil system.

8.B.2. Utilities. Provide water, light, electric current, and wiring compressed air and heat as may be required to install test and operate equipment. Provide a constant source of electrical supply at least 100 feet of extension cord per power tool required, and adequate outlets within the 100-foot perimeter. Provide sanitary facilities and fire protection equipment.

8.B.3. Free and Clear Access; unloading. Customer to provide sufficient lay down staging and assembly areas immediately adjacent to construction area. Provide sufficient free and clear access to roads, deck areas, and aisles. Should customer fail to provide REB a free and clear installation area, REB reserves the right to charge the customer for any lost man hours. These charges will be based on a standard installation hourly rate, times the size of the install crew for the total man hours lost.

8.B.4. Coordination. Customer to coordinate the activities of Customer’s subcontractors with REB to prevent interference with REB’s work.

9. Customer Purchasing Design and Materials Only. In a situation where Customer purchases materials and design only and REB is not invited to install the project. REB will not be responsible for the capability of Customer’s installer. Customer in this case must sign off the engineered drawings indicating they are taking responsibility for the finished project. Invoices must be paid in full and are not to be held up as a result of disputes with Customer’s installer.

10. Cancellations. Orders are not subject to cancellation except with the written consent of REB and Customer will be subject to a minimum cancellation charge of twenty-five percent (25%) of the total Price.

11. Non-Union Labor. All the above quoted installation work has been based on using non-union labor, unless otherwise specified in the Contract Documents.

12. Delays. Delays incurred by REB, not caused by the fault of the REB, shall result in reimbursement of any and all costs incurred by REB plus a corresponding extension of the estimated completion date. The Price shall not be reduced for any delay due to circumstances beyond REB’s control, including, but not limited to, strikes, casualty or general unavailability of materials, or Acts of God.

13. Payment. Customer shall pay to REB for the satisfactory performance of the Work the amounts stated on the Proposal (the “Price”). The Price shall include sums attributable to the amount stated in the Proposal, time and material prices, unit prices and accepted alternate prices and is subject to additions and deductions as provided by the Contract Documents. Any alteration or deviation from the specifications provided in the Proposal which involves extra costs, including, but not limited to, REB’s reasonable costs of demobilization, delay and remobilization, will be executed only upon written orders, and will become an extra charge over and above the Price in the Proposal. Under no circumstances shall Customer have a right to setoff or be entitled to withhold any portion of the Price to cover any costs or liability Customer has incurred or may incur for which REB may be responsible under an agreement other than that embodied in the Contract Documents.

14. Permits, Licenses, and Fees. Unless otherwise stated, it is the responsibility of Customer to obtain any required building permits, licenses, high-piled storage permits, or any other specific requirements. Any cost for said permits, licenses, fees, etc., are not included in Price and are the responsibility of Customer unless otherwise stated. This includes all building, fire and/or safety regulations, which may be required prior to issuance of permit. In the event any of the above is denied due to Customer’s negligence or non-compliance, all deliveries in this proposal will become due and payable nonetheless in accordance with stated terms.

15. Taxes. Customer will be solely responsible for payment directly to taxing authority or reimbursement to REB, when paid by REB, of all sales, use or similar taxes, and any duties or permits or any other fees imposed upon this transaction by any level of government whether due at the time of sale or later (excluding REB’s income taxes).

16. Title. Title to the Equipment shall remain vested in REB and shall not pass to the Customer until the Price has been paid in full and received by REB.

17. Acceptance of the Work. Customer’s payment of all or any portion of the Price to REB shall constitute Customer’s acceptance of REB’s provision of all the Work or such portion of the Work represented by such portion of the Price.

18. Waivers of Lien. Under no circumstances shall lien or claim waivers and affidavits from REB, for the Work, be required by Customer as a prerequisite for payment of the Price. REB shall furnish Customer appropriate releases or waivers of lien for all Work performed upon REB’s receipt of a requested progress or final payment.

19. Warranty. REB warrants its products to be free of defects in material and workmanship and according to agreed specifications for which it is designed. The warranty offered shall be manufacturer’s standard warranty for respective product. REB’s liability under the warranty shall be limited to repair or replacement. F.O.B. is REB’s point of shipment. In no event shall REB be liable for labor or consequential damages. THERE IS NO IMPLIED WARRANTY BY REB FOR FITNESS OF PURPOSE. Any oral or other statements that REB’s agents, officers or employees may have made regarding the conditions, quality, durability or suitability of the materials and equipment used by REB in any respect, or any other representation, warranty or covenant of any kind or character, express or implied that conflicts with the limited guarantee that the Work will be free from defects, do not constitute warranties, are disclaimed by REB, and shall not be relied upon by Customer.

20. Re-use of existing equipment. No warranty is expressed or implied for any re-used or existing equipment. REB will install equipment at Customer’s request, but is responsible for any for any parts, components, or devices so used.

21. Waiver of Consequential and Other Damages. REB disclaims any liability, under any circumstances, whether as a result of a breach, tort or otherwise, for any consequential, incidental, special, punitive or exemplary damages of any kind (including, but not limited to, loss of profits, revenues or use of any associated goods, damage to any associated goods, cost of capital or substitute goods, facilities or services, or downtime costs), suffered by Customer for any reason whatsoever, whether or not REB knew or should have known that such damages might be incurred.

22. Default. In the event Customer shall fail to pay the Price, any portion thereof or any amount due hereunder, or default in the compliance with any term or condition of this Proposal or the Contract Documents, REB may suspend performance of the Work without breach pending payment or cure of any default. Upon the failure of Customer to pay any Price, portion thereof or any amount due or cure any default hereunder, within seven (7) days after REB causes written notice to be sent, REB shall have the right, in addition to all other remedies at law and in equity, to terminate this Proposal and any further obligations under the Contract Documents, and seek recovery of any payment due for the value of Work performed, lost profits plus reimbursement to REB for any costs, expenses, attorneys’ fees, consultants’ fees and litigation costs incurred. No renewal or extension of the time for payment of the Price or delay in enforcing any right of REB under the Contract Documents shall affect the liability or the obligations of Customer. All rights of REB under the Contract Documents are cumulative and may be exercised concurrently or consecutively at REB’s option.

23. Choice of Law and Venue. All questions concerning the construction, validity and interpretation of the Contract Documents and the performance of the obligations imposed by the Contract Documents shall be governed by the internal law, not the law of conflicts, of the State of Illinois. Any legal action brought relating the Proposal; and/or the Contract Documents shall be brought in Circuit Court of Cook County, in the State of Illinois.

24. Limitation. Any claim or cause of action by one party hereto against the other must be filed within two (2) years of the date of the Proposal. This Paragraph shall survive any termination of this Proposal, however arising.

25. Insurance and Indemnification. Customer shall carry fire, tornado and other necessary insurance, and shall obtain all necessary permits at its own expense. REB warrants it is adequately insured for public liability, and for injury to its employees and others incurring loss or injury as a result of the acts of REB or its employees. To the fullest extent allowed by law, Customer and REB shall indemnify each other as provided for herein. With respect to any claim tendered by any party hereto pursuant to this Paragraph, the party responsible for indemnification (the “Indemnifying Party”) shall defend, indemnify and hold the party being indemnified (the “Indemnified Party”) harmless from and against any and all damages, losses, regulatory fines, penalties, costs, and other amounts (including reasonable attorneys’ fees and expenses) (“Losses”) arising from or in connection with any claim, demand, investigation, or cause of action asserted against a party to this Proposal by any third party, including any regulator (“Action”), to the extent such Action is based on or arises from or relates to: (a) bodily injury (including death) or damage to or loss of any tangible property caused by any negligent act or omission of the Indemnifying Party. REB’s indemnity obligations shall be limited by the terms of its insurance policies procured in furtherance of its Work.