Terms and Conditions

For Purchase Orders issued by Paradigm Building Solutions Ltd.

1. Terms and acceptance:This Purchase Order becomes a binding contract (the “Contract”) (1) when an executed acknowledgement copy hereof is received by Paradigm Building Solutions Ltd. or (2) when shipment according to schedule of all or any portion of the goods or services covered by this Purchase Order shall be made, or (3) when Paradigm Building Solutions Ltd. gives Seller written approval of the price and delivery schedule of the goods as stated by Seller if Seller’s written acknowledgement of this Purchase Order contains either: (a) a different price or delivery schedule or a different type of item, or (b) no price or no delivery schedule for the item or items to which Paradigm Building Solutions Ltd. approval applies. Except as provided in the preceding sentence, it is an express condition of this Purchase Order and to Seller’s obligation to perform hereunder that any provisions printed or otherwise contained in any acknowledgement hereof or in any other response hereto, inconsistent with or in addition to the terms and conditions herein stated, an any alteration in this Purchase Order, shall have no force or effect, and that Seller by such acknowledgement or response thereby agrees that any such provisions therein or any such alterations in this Purchase Order shall not constitute any part of the contract of purchase and sales created hereby. The Contract resulting from Seller’s acceptance of this Purchase Order contains the entire agreement of the parties, and failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or of any other rights hereunder.
2. Warranty:Goods delivered (whether paid for or not) are subject to inspection, testing, and approval by Paradigm Building Solutions Ltd. before acceptance. Seller expressly warrants that all articles, materials, and work will conform to the applicable drawings, specifications, samples, or other descriptions given in all respects, and that the goods delivered hereunder will be of the highest quality, material, and workmanship, and will be merchantable and free from defects. This warranty shall survive any inspection, delivery, acceptance, or payment by Paradigm Building Solutions Ltd. of the goods or services.
3. Nonconforming Goods: All goods not fully up to standard and not in compliance with the specifications hereof, or shipped contrary to instructions, or in excess of the quantities herein provided, or substituted for goods described may be rejected by Paradigm Building Solutions Ltd. and returned or held at Seller’s expense and risk. Paradigm Building Solutions Ltd. may charge to Seller all expense of inspecting, unpacking, examining, repacking, storing, and reshipping any goods rejected as aforesaid. The remedies hereinabove afforded to Paradigm Building Solutions Ltd. shall not be exclusive, but Paradigm Building Solutions Ltd. may hold Seller liable for any and all damages arising from any breach or default hereinabove set forth.
4. Price: Prices recorded in this Purchase Order are not subject to increase. No additional amounts shall be chargeable to Paradigm Building Solutions Ltd. because of taxes or excises, presently or hereafter levied on Seller. If Seller’s quoted prices for the goods covered by this Purchase Order are reduced (whether in the form of a price reduction, close-out, rebate, allowances, or additional discounts offered to anyone) at time of any shipment, Seller agrees that the price to Paradigm Building Solutions Ltd. for such goods will be reduced accordingly, and that Paradigm Building Solutions Ltd. will be billed at such reduced prices. If price is not recorded on the face of this Purchase Order, price shall be that of most recent prior order given by Paradigm Building Solutions Ltd. to Seller, subject to the provisions of this paragraph.  Seller certifies that the prices herein are not higher than prices being charged to other organizations purchasing identical goods in smaller quantities at this particular time and do not discriminate against purchaser.
5. Payment: Terms of payment are as previously arranged, or if specified in this Purchase Order, then as so specified in this order. If not specified in this Purchase Order payment terms are 30 days net upon receipt of goods or services or invoice whichever occurs later.
6. Delivery Time of Essence: Paradigm Building Solutions Ltd. schedules are based upon the agreement and understanding that the goods will be delivered to Paradigm Building Solutions Ltd. by the dates specified on the face of the Purchase Order. Time is therefore of the essence and if goods or services are not delivered within the time specified hereon, Paradigm Building Solutions Ltd.  may reject such goods and cancel order. The acceptance of later or defective deliveries shall not be deemed a waiver by Paradigm Building Solutions Ltd. of its right to cancel this Purchase Order, or to refuse to accept further deliveries.
7. Indemnification by Seller: Seller will indemnify, hold harmless, and defend Paradigm Building Solutions Ltd. from and against any and all claims, demands, damages (including, without limitation, compensatory, general, special, consequential, and punitive damages), losses, liabilities, actions and causes of action arising out of any actual or threatened physical or economic injury to person or property or any loss relating to or in any way connected with (i) the performance of the Contract, (ii) a breach of any covenant made or warranty given by Seller in this Contract, and (iii) any defect of any kind in the goods which are the subject of this Purchase Order.
8. Cancellation:Paradigm Building Solutions Ltd. reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of this Purchase Order by notice to Seller. In the event of such cancellation, Paradigm Building Solutions Ltd. shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect Paradigm Building Solutions Ltd. right to terminate this Purchase Order for default of Seller.
9. Waiver of Liens: Seller hereby waives and relinquishes all liens and claims statutory or otherwise which Seller now has or may hereafter have as a result of labor done and materials furnished by Seller or Paradigm Building Solutions Ltd. in performance of the within Purchase Order.
10. Default: Upon the happening of any one or more of the following events, Paradigm Building Solutions Ltd. shall forthwith have the unrestricted right to cancel and terminate the Contract without cost or liability to Paradigm Building Solutions Ltd.: (1) Seller’s insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Seller; (3) institution of legal proceedings against Seller by creditors or stockholders; (4) appointment of a receiver for Seller by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of Paradigm Building Solutions Ltd. to cancel its additional obligations.