Rutherford Construction Corp.

LIMITED STEEL BUILDING WARRANTY

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  1. Defined Terms. As used in this Limited Steel Building Warranty the following initial capitalized terms have the meanings set forth below. Terms defined elsewhere in the Limited Steel Building Warranty shall have the meanings defined in the paragraph or section where the applicable term is defined.
    1. "Agent" means the Seller's and the Buyer's respective directors, officers, employees, managers, members, trustees, agents and representatives.
    2. "Buyer" means______________________________________________
    3. "Contract" means Seller's Purchase Order following acceptance by Seller, dated_________________ ___________2016______.
    4. "Seller" means Rutherford Construction Corp.
    5. "Steel Building" means the pre-engineered rigid frame steel building purchased by Buyer from Seller pursuant to the Contract.
  2. Limited Coverage. Seller provides the warranties set forth in this Limited Steel Building Warranty, subject to certain terms, conditions, limitations and exceptions stated in the Limited Steel Building Warranty and in the Contract.
  3. Acceptance and Shortages. Unless a provision pertaining to acceptance and shortages is stated in the Contract this Section 3 shall apply. Any goods supplied by Seller under the Contract shall be deemed fully accepted by Buyer and all shortages of bulk packages or bundles as compared to the bill of lading, or claims for alleged damages or defects caused by shipment of the goods, shall be deemed waived unless any such alleged shortages or claims are noted in writing at the time of delivery on the bill of lading and given to the driver. Any and all claims for alleged shortages within concealed containers (i.e. parts inside boxes or crates) shall be deemed waived unless reported in writing to Seller within thirty (30) days of the date of delivery of the goods to the delivery destination specified in the Contract. Such written notice shall state with particularity each and every alleged shortage, damage and/or defect claimed by Buyer.
  4. One Year Limited Warranty on Steel Building. Seller hereby warrants that subject to all of the terms, conditions, limitations and exclusions contained in this Limited Steel Building Warranty, except for the items, goods, components, parts and accessories that are excluded from coverage under the Limited Steel Building Warranty or the Contract, the Steel Building purchased by the Buyer is substantially free from verified material defects in materials and workmanship for a period of one (1) year from the date of original shipment of the Steel Building from the manufacturing facility ("One Year Period").
  5. Excluded Items from Seller's Limited Steel Building Warranty. All doors, windows, insulation, bolts, screws, fasteners, mezzanines, bar joists, decking, equipment, cranes and all building paint and coating on the wall panels and roof panels of the Steel Building, including Galvalume panels, are not warranted by Seller or covered under the Seller's Limited Steel Building Warranty ("Steel Building Excluded Items") and are warranted solely and only to the extent warranted by the manufacturer(s), steel mill(s,) coating applicator(s) and vendor(s), subject to the terms, conditions, provisions, limitations and exclusions of the respective manufacturer's, coating applicator's and vendor's respective warranty. Galvalume roof panels are not warranted by the Seller, but are warranted by the steel mill against perforation subject to the terms, conditions, provisions, limitations and exclusions of the steel mill's warranty. All Seller supplied painted panels (other than roof panels) have an underlying galvanized substrate coating. Galvanized coatings are not warranted. There is no rust proof or rust perforation warranty for any galvanized coated products, including Seller supplied panels (other than roof) that have a galvanized substrate coating. Primer coatings are only meant to protect framing members during the process of construction and for no other purpose. Building paint is not warranted by Seller but by the paint manufacturer for forty (40) years, subject to the terms, conditions, provisions, limitations and exclusions of the paint manufacturer's warranty. Kynar painted materials are not warranted by Seller but by the paint manufacturer for thirty-five (35) years subject to the terms, conditions, provisions, limitations and exclusions of the paint manufacturer's warranty. Seller provides no warranty on weather tightness and the Steel Building is not warranted for weather tightness or against water or air infiltration from the wall or roof panels or any other components of the Steel building and the Steel Building is not warranted for weather tightness in any regard or respect. Building components that are not purchased as a pre-engineered steel building package are excluded from Seller's warranty and no warranty is provided on such components. The terms of a third party's limited warranty are subject to change and Seller is not responsible for any changes that occur in a third party's warranty. Additional information concerning third party warranties is contained in Section, 8, below. Copies of third party warranties are available upon written request to Seller.
  6. Limitations on Seller's Warranted Goods: Events and Items Not Covered. This Limited Steel Building Warranty does not cover defects or damage caused by or resulting from: earthquakes, tornadoes, hurricanes, landslides, flooding, tempests, lightning and other acts of God (including excessive wind loads, snow loads and seismic conditions); falling objects; accidents; aggressive atmosphere conditions (including but not limited to salt water, corrosive chemicals, fumes, ash, animal waste or humidity); salt spray from roads or vehicles; long term changes in weather conditions; improper, erection, installation, or storage procedures; moisture entrapped in stored bundled components; storage or installation of sheeting, purlins, girts, or main frames in a manner allowing standing water, moisture or other substances to remain between, on or to cover these components; cascading water on components; standing water on components in a non-vertical application; storage of bundled components in conditions of humidity, high heat or extreme cold; defects or failure of the foundation; scraping walking or jumping on roof; bumping, scraping, ramming or otherwise abusing walls , roof or other paneling; hanging of any weight in excess of designed conditions; any signs, structures, vents, stacks, gutters, flashing, skylights, windows, or machinery installed on or in the Steel Building by others; damage to the Steel Building by crafts, including contractors and subcontractors retained by or for Buyer; loading conditions in excess of those specified for the Steel Building; failure to maintain the Steel Building, product misuse; abuse or neglect; unauthorized modifications made by Buyer or any third person to any component of the Steel Building; normal wear and tear or damage, regardless of cause; and any defect or damage caused or contributed to by Buyer, Buyer's Agents or any third party. Building components are intended to be erected upon delivery and not to be stored for more than thirty (30) days in order to prevent deterioration of un-erected components. Seller's Limited Building Warranty excludes all damage and deterioration to components of the Steel Building resulting from exposure to the elements and surrounding environment, including, moisture, rain, snow, heat, cold and other conditions, if erection of the Steel Building does not commence within thirty (30) days of the date of delivery and continue thereafter. This Limited Steel Building Warranty is void and no longer in effect (a) if the Steel Building purchased from Seller is moved from or is not erected at the erection location shown on the Contract; (b) the Steel Building or any components thereof are re-sold or ownership is transferred to a third party; (c) the Steel Building or any components supplied by Seller are modified by Buyer or any third party without Seller's prior written consent; or (d) if Buyer, Buyer's Agent's, or the building erector fails to follow the specifications and instructions contained in the construction drawings and erection manuals and guides supplied to Buyer. Specific notes and details shown on construction drawings take precedence over the building erection manuals and guides supplied. If the Steel Building purchased by Buyer includes a standing seam roof Seller's Limited Steel Building Warranty will be void unless (a) the entire Steel Building is erected by a person certified by the Steel Building manufacturer as trained and qualified to erect the standing seam roof purchased by Buyer; and (b) Buyer leases or purchases at Buyer's own cost and expense from an equipment vendor or lessor approved by the Steel Building manufacturer the correct seaming equipment required for installation of the specific standing seam roof purchased by Buyer and such correct equipment is used in installation of the standing seam roof. Unless specifically stated in a separate addendum to the Contract executed by Buyer and Seller, Seller makes no covenants, representations, or warranties as to whether the Steel Building or any components or materials thereof are eligible or will meet applicable criteria for points for Leed® certification. Buyer is solely responsible for ordering a building or building components that are fit for whatever purpose Buyer may have for the building and the components that Buyer is ordering. Additional disclaimers by Seller are contained in Section,11, below.
  7. SOLE AND EXCLUSIVE REMEDY: REPLACEMENT, REPAIR OR CREDIT. BUYER'S SOLE AND EXCLUSIVE REMEDY AND DAMAGES FOR ANY CLAIM FOR SHORTAGES, DAMAGES, NON CONFORMITIES, OR MATERIAL DEFECTS IN THE STEEL BUILDING WARRANTED UNDER THE LIMITED STEEL BUILDING WARRANTY BY SELLER SHALL, AT SELLER'S SOLE ELECTION, BE LIMITED TO ONE OF THE FOLLOWING: (I) SELLER'S FURNISHING, BUT NOT THE (A) DISMANTLING, DISSASEMBLY OR REMOVAL OF ORIGINAL MATERIALLY DEFECTIVE MATERIALS, PARTS OR COMPONENTS OR THE INSTALLATION OF REPLACEMENT PARTS OR COMPONENTS, (B) REMOVAL OR UNCOVERING OF ANY THIRD PARTY'S WORK OR REPLACEMENT OR RESTORATION OF ANY SUCH WORK, OR (C) PAYMENT ANY LABOR CHARGES OR OTHER COSTS INCURRED IN CONNECTION THEREWITH; (II) SELLER'S REPAIR OF MATERIALLY DEFECTIVE COMPONENTS OR PARTS, WHICH DOES NOT INCLUDE REMOVAL, UNCOVERING, OR RESTORATION OF ANY THIRD PARTY'S WORK TO EFFECTUATE THE REPAIR, AND SELLER SHALL ONLY BE LIABLE FOR REPAIRS THAT ARE AUTHORIZED IN WRITING BY SELLER PRIOR TO THE REPAIR; OR (III) SELLER'S PROVISION OF A CREDIT TO THE BUYER IN AN AMOUNT BASED ON SELLER'S DETERMINATION OF SELLER'S COST OF REPLACING SHORTED OR MATERIALLY DEFECTIVE COMPONENTS OR PARTS. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, AS SET FORTH IN SECTION, 9, BELOW. THE REMEDIES STATED IN THIS LIMITED STEEL BUILDING WARRANTY SHALL BE IN LIEU OF ALL OTHER REMEDIES AVAILABLE TO THE BUYER AT LAW OR EQUITY, INCLUDING ANY RIGHTS BUYER MAY HAVE TO REJECT GOODS SUPPLIED BY SELLER, REVOKE ACCEPTANCE OF GOODS SUPPLIED BY SELLER OR TO SET-OFF OR REDUCE ANY PAYMENT DUE TO SELLER.
  8. Pass through of Manufacturer's Warranties on Goods. All goods, components, parts, and items, including Steel Building Excluded Items, that are excluded from coverage or not specifically warranted by Seller under this Limited Steel Building Warranty are warranted only to the extent there is coverage under and by a steel mill's, manufacturer's, coating applicator's or vendor's respective warranty ("Third Party Goods"). To the extent that Third Party Goods are warranted by a steel mill, manufacturer, coating applicator or vendor and the steel mill's, manufacturer's, coating applicator's, or vendor's respective warranty is assignable or coverage is or may be passed through or extended to Buyer, Seller hereby assigns, passes through and extends to Buyer all such warranties, subject to the terms, conditions, provisions, limitations and exclusions thereof. Seller makes no representation concerning the extent to which any such warranties may be assigned, transferred, passed through or extended to Buyer and Seller disclaims any such representations. Seller will submit a warranty claim under third party warranties on Buyer's behalf upon Buyer's delivery of a warranty claim to Seller within the time required under such third party's warranty, but in no event less than twenty (20) business days prior to the date of expiration of the third party's warranty, in order to allow Seller sufficient time to submit a claim on Buyer's behalf. Buyer is solely responsible for ascertaining the time for the submission of a claim under any third party's warranty. Warranties on Third Party Goods that will be assigned, transferred or passed through to the extent permissible or that Seller will submit a claim on Buyer's behalf, subject to the terms, conditions, provisions, limitations and exclusions thereof include (a) the steel mill's twenty-five (25) year rust perforation warranty on unpainted roof panels with AZ55 Galvalume coating or on Seller supplied painted roof panels with an underlying AZ55 Galvalume coating, (b) the paint manufacturer's forty (40) year paint coating warranty on wall paneling of the Steel Building against cracking, chipping, or peeling, and (c) the screw manufacturer's lifetime warranty on stainless steel capped screws.
  9. LIMITATIONS ON SELLER'S LIABILITY. SELLER SHALL NOT UNDER ANY CIRCUMSTANCES OR EVENT BE LIABLE UNDER THIS LIMITED STEEL BUILDING WARRANTY, UNDER THE CONTRACT, OR AT LAW TO BUYER OR TO ANY THIRD PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OR PERSONAL INJURY OR PROPERTY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO COSTS, LOSS OF PROFITS OR REVENUE AND LOSS OF GOODWILL IN CONJUNCTION WITH OR WHICH ARISE OUT OF PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION CONTAINED IN THE CONTRACT OR THIS LIMITED STEEL BUILDING WARRANTY, OUT OF NEGLIGENCE IN THE COURSE OF SUCH PERFORMANCE, OR OTHERWISE RESULTING IN ANY MANNER FROM THE GOODS OR ANY REPLACEMENT MATERIALS, COMPONENTS OR PARTS SUPPLIED OR REPAIRS PERFORMED BY SELLER, INCLUDING THE WORKMANSHIP, THE DESIGN, MANUFACTURE, USE OR PERFORMANCE OF THE GOODS OR ANY CLAIMED DEFECTS THEREIN OR IN WORKMANSHIP, WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY. SELLER SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS, CLAIM, EXPENSE OR DAMAGE CAUSED BY, CONTRIBUTED TO, OR ARISING OUT OF THE ACTS OR OMISSIONS OF BUYER, ANYONE ACTING TO OR FOR BUYER'S BEHALF OR THIRD PARTIES (INCLUDING WITHOUT LIMITATION ERECTORS OR CARRIERS), WHETHER BY NEGLIGENCE, FAILURE TO MAINTAIN THE BUILDING OR OTHERWISE. CONSEQUENTIAL DAMAGES SHALL MEAN AND INCLUDE WITHOUT LIMITATION OF THE GENERAL STATEMENT APPEARING ABOVE, IN EACH CASE WHETHER ARISING IN TORT OR IN CONTRACT AND INCLUDING IN EACH CASE NEGLIGENCE: (A) LOSS OF PROFITS; (B) LOSS OF USE; (C) RENTAL EXPENSES; (D) LOSS OF CONTRACTS; (E) LOSS OF BUSINESS; (F) LOSS OF GOODWILL; (G) LOSS OF REVENUE; (H) LOSS OF ORDERS; (I) LOSS OF GOODS, INCLUDING GOODS AFFIXED TO THE BUILDING , STORED WITHIN OR LOCATED INSIDE OF THEBUILDING ; (I) LOSS OF IMPROVEMENTS MADE TO OR WITHIN THEBUILDING, SUCH AS BUT NOT LIMITED TO ELECTRICAL, PLUMBING, FIXTURES, HVAC, DRYWALL AND FLOORING; (J) LOSS BY REASON OF ANY DELAY ATTRIBUTABLE TO SELLER OR ITS AGENTS; AND (K) LOSS OF DATA AND INFORMATION.
  10. Time for Making Claims. All claims under this Limited Steel Building Warranty must be in writing and made or initiated during the One Year Period. Written notice of all claims under this Limited Steel Building Warranty shall be delivered to Seller's President at: Rutherford Construction Corp., 400 Island Avenue McKees Rocks, PA 15136 during the One Year Period. The written notice shall state with particularity each and every alleged claim and defect being asserted. All claims not made or initiated and for which written notice has not been delivered within the One Year Period are barred and Buyer shall have no remedy on account such claims.
  11. WARRANTY DISCLAIMER. THE WARRANTY GIVEN BY SELLER HEREIN IS GIVEN EXPRESSLY AND IN PLACE OF ANY AND ALL OTHER EXPRESSED OR IMPLIED WARRANTIES INCLUDINGING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARE HEREBY DISCLAIMED. THE CONDITIONS OF LIABILITY, RIGHTS, OBLIGATIONS AND REMEDIES OF SELLER ON THE ONE SIDE AND BUYER ON THE OTHER SIDE RELATING TO CLAIMS ARISING FROM DEFECTIVE GOODS COVERED BY SELLER SHALL BE EXCLUSIVELY GOVERNED BY THE TERMS AND CONDITIONS HEREOF.
  12. Failure to Pay for Goods. Seller shall have no obligation under this Limited Steel Building Warranty unless and until Seller has been paid the full amount of the purchase price set forth in the Contract. Buyer's failure to pay the purchase price when and as due under the Contract will not extend or toll the running of any warranty period under this Limited Steel Building Warranty.
  13. Effect of Repair or Replacement. Seller's repair or replacement hereunder does not extend the One Year Period.
  14. Miscellaneous. This Limited Steel Building Warranty and the Contract between Seller and Buyer contains Seller's complete warranty for the Steel Building. This Limited Steel Building Warranty shall for all purposes be construed and governed in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles. In the event of a conflict between the Contract and this Limited Steel Building Warranty, the Limited Steel Building Warranty shall govern. The United Nations Conventions on Contracts for the International Sale of Goods is hereby disclaimed and shall not be a part of this Limited Steel Building Warranty. No terms and conditions and no agreement or understanding, oral or written, and no course of conduct or performance shall be binding on Seller unless set forth in a writing expressly referring to this Limited Steel Building Warranty and that expressly refers to having such effect upon this Limited Steel Building Warranty and that is signed by an authorized officer Seller. Headings appearing at the beginning of sections or paragraphs in this Limited Steel Building Warranty are for convenience only, do not form part of this Limited Steel Building Warranty, including the substantive terms and provisions, and shall not affect its interpretation. The terms and conditions of this Limited Steel Building Warranty are independent of and separable from each other. Any term or provision of this Limited Steel Building Warranty that is determined to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision. By submitting a claim hereunder Buyer agrees to cooperate fully with Seller with respect to such claim, including providing Seller with access to the premises where the Steel Building is located , is being erected or has been erected for purposes of Seller's inspection, investigation, testing, including photographing and taking video footage of the Steel Building and the project site. This Limited Steel Building Warranty is not assignable.

UNIVERSAL STEEL BUILDING CORP.

By: _________________________________
Arnold Davis, President