1. “Seller” shall mean Mitchell Metals, LLC. “Buyer” shall mean the person, partnership, firm, or corporation set forth on the face of the website order shipping and or billing section (the “Contract”).

2. Upon execution by Buyer, this order shall become a binding Purchase Order and Contract.

3. Seller shall have no obligation or responsibility for erection of materials ordered under this Contract or for supervising the erection of such materials. The materials ordered under this Contract shall be installed in strict accordance with shop drawings provided by Seller. In no event shall Seller be liable for installation errors or omissions or for materials not properly installed in accordance with Seller’s shop drawings, applicable industry standards, local building codes and rules and regulations. Canopy design loads are stated on shop drawings, it is the responsibility of Buyer to know their local building codes. If local building codes are more stringent then design loads on drawings then Seller does not recommend buying or installing canopy.

4. Buyer is responsible for ensuring that proper and adequate care and caution is exercised to protect all materials during the phases of unloading, jobsite storage, and erection. Buyer is responsible for all means and methods for unloading, storage and erection and for providing adequate temporary shoring and bracing as may be required during erection and or assembly of the materials. It is expressly agreed and understood that Buyer shall be solely responsible for the protection of life and limb throughout all phases of unloading, jobsite storage, and erection, and that Seller assumes no liability or responsibility in this regard.

5. Buyer shall be responsible for all loss or damage to materials at the F.O.B. shipping point, and for accurately reviewing and receipting for each shipment. Claims for loss damages, errors, shortages, imperfections and deficiencies shall be waived and shall not be considered by Seller unless made, in writing with photographic/video support showing claim, within two days (2) after receipt of the order. Buyer agrees to return a signed Bill of Materials to Seller within two (2) days after receipt of shipment confirming correct number of sealed bundles has been received by Buyer. Failure of Buyer to comply with this requirement shall release and discharge Seller from all responsibility or liability for any missing items, errors, shortages, defects, etc. In the event that Buyer claims that any material furnished by Seller is not in accordance with this Contract, it is understood that Buyer will immediately discontinue its use and advise Seller, in writing, so that the Seller may have the opportunity to determine what must be done under the circumstances to prevent or minimize possible loss or damage. Failure of Buyer to comply with these requirements shall release and discharge Seller from all responsibility or liability. In no event shall Seller be liable for any unauthorized repairs or alterations undertaken by Buyer.

6. Seller is not responsible for any damages for delays occasioned by transportation difficulties, material shortages of any kind, accidents, war, acts of God, or any other causes beyond Seller’s control. Under no circumstances shall Seller have any liability or obligation to Buyer for penalties or liquidated damages, unless Seller expressly agrees in writing. The parties hereby waive any and all consequential, incidental, special or punitive damages. THE PARTIES EXPRESSLY AGREE THAT SELLER’S MAXIMUM LIABILITY TO BUYER ARISING OUT OF OR RELATING IN ANY WAY TO THIS CONTRACT IS LIMITED TO THE PRICE OF THE ORDER.

7. Seller warrants products fabricated by it against failure due to defective material for a period of one (1) year from date of delivery of the order. All claims filed under this warranty must be presented to Seller in writing during the warranty period and not more than fifteen (15) days after detection of any apparent defects. This warranty is extended only to the original owner of the products purchased hereunder and is nontransferable and non-assignable.

THESE WARRANTIES ARE THE ONLY WARRANTIES OFFERED AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO EXPRESS AND IMPLIED WARRANTIES AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.

8. It is expressly understood that Seller’s sole obligation in the event of a breach of the warranty provided in paragraph 7, and Buyer’s sole and exclusive remedy, is that Seller will, at its option either repair defective or non-conforming material, or furnish, but not dismantle or install, necessary replacement materials, C.I.F. jobsite location. To invoke this remedy, Buyer must notify Seller within the time periods established in paragraph 7. Seller will then determine whether repair or replacement is necessary. Buyer must obtain written approval from Seller prior to undertaking any repair efforts; failure to obtain Seller’s written approval will void the warranty. If for any reason Seller is unable to remedy the breach of warranty by repair or replacement of defective parts, Buyer’s sole and exclusive remedy is for a prorated refund of the purchase price. In no event shall Seller be liable for lost profits or other incidental or consequential damages.

9. This Contract cannot be canceled or modified by Buyer without Buyer’s first obtaining an agreement in writing with Seller. This Purchase Order, including the documents incorporated herein by reference, embodies the entire agreement of the parties and supersedes all prior negotiations, agreements and understandings relating to the subject matter hereof. There are no agreements, understandings, or other matters included in the terms of this Purchase Order except as may be expressly included herein.

10. To the full extent permitted by law, Buyer agrees to defend, indemnify and save harmless Seller and its agents and employees from and against any claim, cost, expense, or liability (including costs, expert witness, and attorneys’ fees), attributable to any form of damage, including without limitation, bodily injury, sickness, disease, or death, or damage to or destruction of property (including loss of use thereof), caused by, arising out of, resulting from, or occurring in connection with the materials that are the subject of this Contract, whether or not caused in part by the active or passive negligence or other fault of a party indemnified hereunder; provided, however, Buyer’s duty hereunder shall not arise if such damage, injury, sickness, disease, death, or destruction is caused by the sole negligence of a party indemnified hereunder.

11. This Contract is governed by and shall be construed in accordance with the laws of the State of Georgia. Buyer expressly agrees to the jurisdiction and venue of the courts of Cobb County, Georgia, and further agrees that any and all disputes arising hereunder or relating hereto shall be brought in Cobb County, Georgia. Buyer waives any right to a jury trial with respect to this Contract or any matters relating thereto. If either party institutes any suit or arbitration to enforce its rights hereunder, the successful party in such suit or action shall be entitled to recover from the other whatever sum the court or arbitrator may award as reasonable attorneys’ fees and expenses in such suit or action and in any appeals therefrom.