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Conditions of Sale

These conditions of sale assume that the “Customer” will be identified as the party accepting the quote and checking the “I agree to the Conditions of Sale” box.

  1. General: All offers and sales by 3form (“Seller”) to customer, with respect to products manufactured by Seller (“Products”), are expressly conditioned on customer’s acceptance of the terms set forth in the Project Quotation/Purchase Agreement and these Conditions of Sale exclusively. Any purchase order or other communication from customer that contains terms or conditions in addition to or inconsistent with these Conditions of Sale will not apply to the purchase of any Products by customer or be used to waive, modify, vary, explain or supplement all or any part of these Conditions of Sale and are hereby objected to and rejected by Seller, unless expressly agreed upon in writing by Seller. Seller’s employees are not authorized to make additional oral agreements or provide oral promises that extend beyond the content of the written agreements.

  2. Price: Written quotations are valid for 30 days. Customer shall bear all applicable taxes, license fees and similar charges relating to the purchase of the Products. The purchase price may not include such taxes, fees and charges, and Seller reserves the right to separately invoice customer for all applicable taxes, fees and charges and customer agrees that these amounts shall be immediately due and payable. Customer will not have the right of offset against the purchase price of any Products nor the right to back charge any agreement or sales document unless Seller has given its prior written consent.

  3. Product Quality:

    1. Final Products. Due to dye lot variations and the nature of the manufacturing process, dye lots, gauges and textures may vary slightly between samples and the Products actually delivered. Seller warrants that the Products will be substantially similar to those samples provided to its customers but cannot guarantee exact replicas.
    2. Natural Variations. 3form organic interlayers are natural products which may vary in size and Seller cannot guarantee that they will not change over time. Products which include natural or irregular 3-dimensional inserts will be subject to (a) variations in patterns from panel to panel, (b) variation in density and layout across a single panel, and (c) surface imperfections, including but not limited to, dips, shiny spots and inconsistent texture.

  4. Liability:

    1. Liability. Seller is not liable for any third party design, engineering or installation services or products, including, without limitation, any building wall system into which the Products are incorporated. SELLER WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL SPECIAL OR INDIRECT DAMAGES, LOST PROFITS OR OTHER LOSSES OF CUSTOMER OR ANY THIRD PARTY IN ANY WAY RELATING TO ANY PRODUCT. Notwithstanding anything to the contrary contained herein, any written warranty separately issued by Seller for the Products shall be incorporated herein as if a part of the terms hereof.
    2. Design Advice. SELLER MAY PROVIDE APPLICATION ASSISTANCE, DESIGN ADVICE AND/OR RELIABILITY OR PERFORMANCE DATA IN CONNECTION WITH YOUR PURCHASE OF THE PRODUCTS. PROVIDING ANY OF THESE ITEMS SHALL NOT EXPAND OR OTHERWISE AFFECT ANY WARRANTY ISSUED BY SELLER AND NO OBLIGATION OR LIABILITY SHALL ARISE FROM SELLER’S PROVISION THEREOF.
    3. Handling. Customer is aware that a forklift with long tine forks is required for the safe unloading of the shipment and acknowledges that failure to use the same may void any applicable product warranty.

  5. Payment: Customer shall pay in accordance with the terms set forth in the Project Quotation/Purchase Agreement. If customer defaults in any payments when due, it shall incur a late charge equal to 1.5% per month. Seller reserves the right to defer delivery or cancel the order for nonpayment. Seller shall be entitled to reimbursement from customer for Seller’s costs of collection, including legal fees and disbursements.

  6. Delivery: Delivery dates provided by Seller are estimates only. Seller will make reasonable efforts to deliver in accordance with such dates; however, Seller will not be liable for failure to deliver as estimated. Customer change orders may affect delivery times and project completion dates. [Seller may make delivery installments, separately invoiced and payable without regard to subsequent deliveries. Delay in delivery of any installments will not relieve customer of its obligations to accept the initial or any remaining installments.] If shipments are delayed by customer, either due to nonpayment, failure to receive shipping instructions or delays in providing needed information or approvals, a fee equal to the greater of $10 per day or 0.0333% of the order value per day (but not less than $50) shall begin accruing five days past the date on which Seller is prepared to ship Product or in the case of delays caused by customer’s failure to provide needed information or approvals, thirty days past the original estimated delivery date provided to customer by Seller. Shipment shall not be made until any such charges are paid in full.

  7. Risk of Loss and Title: Products will be shipped F.O.B. Salt Lake City, Utah, with all risk of loss for the Products passing to customer upon delivery to shipper; provided however, that products held by Seller as a result of customer’s inability or refusal to make payment, provide shipping instructions or accept delivery will be held at customer’s risk, cost and expense. Customer assumes all of the obligations and risks of an absolute owner and agrees to indemnify and hold harmless Seller from any and all loss or damage or claim for loss or damage to persons or properties caused by reasons of the use or possession of the Products.

  8. Inspection: Customer shall inspect the Products at delivery and note any damage on the delivery receipt. Customer shall notify Seller of any damage, defects or discrepancies within twenty-four (24) hours of receipt of the Products and shall include in such notice pictures of the shipment prior to unpacking and documentation of any damage to individual pieces. Failure to provide any such notice within such time shall be deemed an acceptance in full of any such delivery.

  9. Force Majeure: Seller will not be liable for any delay or failure in performance of any order, in the delivery or shipment of any Product or for any damages or losses suffered by customer or any third party which are caused by, or in any manner arises from, directly or indirectly, in whole or in part, any federal, provincial or municipal action, statute, ordinance or regulation, labor disturbances, embargos, storms, fires, explosions, acts of God or public enemies, inability to obtain products from a suppliers, accidents or breakdown to, or mechanical failure of, machinery or equipment, delays or interruptions in transportation, or any other causes beyond Seller’s control. Upon any such delay or failure Seller may, in its sole discretion and without any liability to customer, delay the performance of, partially perform, or cancel any affected order in whole or in part.

  10. Successors and Assigns; Severability: These Conditions of Sale will be binding upon the parties and their respective successor and assigns; provided, however, that customer may not assign any of customer’s rights or obligations hereunder without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion. If any provision of these Conditions of Sale is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of these Conditions of Sale will remain in full force and effect.

  11. Default: If customer (a) fails to pay any amount due to Seller when due, (b) fails to observe or perform any of its other obligations under these Conditions of Sale, (c) takes any action that in Seller’s opinion adversely affects the name, reputation or goodwill of Seller or its Products or (d) becomes insolvent, is adjudicated bankrupt, voluntarily files or permits the filing of a petition in bankruptcy, makes an assignment for the benefit of creditors, seeks any similar relief under any bankruptcy laws or related statutes or a receiver is appointed for its assets, then, at Seller’s sole option, amounts due or to become due from customer to Seller may become immediately due and payable, and concurrently, or in the alternative, Seller may terminate any existing order between the Parties, defer shipment or delivery of any Products, sell any part of any undelivered Products and exercise any other remedies available to Seller under applicable law.

  12. Governing Law; Jurisdiction; Venue: These Conditions of Sale and any other documents or agreements entered into between the parties will be governed by and construed according to the laws of the State of Utah, without reference to the principles of conflicts of law. Each of the Parties hereby irrevocably and unconditionally (a) consents to submit to the exclusive jurisdiction of the United States District Court for the District of Utah or the applicable state court located in the State of Utah, County of Salt Lake for any action or proceeding arising out of or relating to the sale of Products to customer (b) waives any objections to the laying of venue of any such action or proceeding in such courts and (c) waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

  13. Costs and Expenses: Customer will be responsible for all costs and expenses, including cost of collection, attorneys’ fees and disbursements, incurred by Seller in enforcing any term or condition herein and customer will indemnify and promptly reimburse Seller for such costs and expenses.

  14. Photography and Marketing: Customer grants Seller the right to photograph or otherwise document the final installation of the Product and publish and use the same in marketing materials or such media outlets as Seller deems necessary in its sole discretion.