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TERMS AND CONDITIONS
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<br />All materials and/or labor (“Work”) furnished or performed by Nor-Pac Seating Company, Inc. (“Nor-Pac Seating”) is subject to the
<br />following terms and conditions.
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<br />PROPOSAL. Ths Direct Price Quotation and these Terms and Conditions, including the warranty exclusions and damages
<br />limitations, constitute the entire understanding of Buyer and Nor-Pac Seating. Unless agreed to in a writing signed by Nor-Pac
<br />Seating, all different or additional terms or conditions contained in Buyer’s acceptance of this Quotation are hereby objected to and
<br />rejected by Nor-Pac Seating, and performance shall be in accordance herewith. No promise, representation or warranty is binding
<br />on Nor-Pac Seating unless included in this Proposal or agreed to in a writing signed by Nor-Pac Seating .
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<br />ACCEPTANCE. Until accepted by Buyer in writing, this Proposal is subject to change or withdrawal without prior notice and will be
<br />automatically withdrawn unless accepted in writing by Buyer within thirty (30) days of issue.
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<br />BUYER: NOR-PAC SEATING COMPANY, INC.
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<br />By: _ By:
<br />Title: __ Title:
<br /> WA L&I Reg. No. NORPASC968RA
<br />Date: Date:
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<br />ENTIRE AGREEMENT. The Contract formed by Buyer’s acceptance of this Direct Price Quotation prior to its expiration shall consist
<br />of all documentation contained on both sides hereof and the exhibits and riders, if any, attached hereto and forming a part hereof.
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<br />TAXES. All federal, state and local taxes, assessments, fees, duties and charges levied by reason of this Contract are in addition to
<br />prices quoted herein and shall be paid by Buyer.
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<br />DELIVERY. Unless otherwise provided herein, all deliveries shall be FOB to the identified job site. Labor or mechanical facilities
<br />required to unload shall be provided by Buyer without cost to Nor-Pac Seating.
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<br />DELIVERY SCHEDULING. Estimated delivery dates may be provided at time of receipt of approved submittals.
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<br />EXCUSABLE DELAYS. Nor-Pac Seating shall be entitled to an extension of its time for performance, and shall not be liable for
<br />any damages incurred by Buyer , for delays or interruptions to Nor-Pac Seating caused by floods, fire, earthquake, weather or other
<br />acts of God; war, riot, insurrection or other civil disturbance; strikes, lockouts, shortages of labor or raw materials; transportation
<br />shortages, delays by suppliers; governmental allocations, priorities, restrictions, or regulations now or thereafter in effec t; or any
<br />other contingency beyond Nor-Pac Seating’s reasonable control.
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<br />CHANGES TO THE WORK. Nor-Pac Seating’s price, including an adjustment for profit and overhead and the time required to
<br />perform the Work, shall be appropriately adjusted for changes to the project documents or to the Work, or if there are subsurface or
<br />latent conditions that differ materially from those indicated in the project documents or differing materially from those ordinarily
<br />encountered and generally recognized as inherent in the Work.
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<br />PAYMENT. In the absence of any other credit terms agreed to in writing, Buyer agrees to pay Nor-Pac Seating for all materials
<br />within thirty (30) days of delivery and for all labor performed during the 30-day period prior to receipt of invoice. Buyer also agrees
<br />that, upon request, it will furnish Nor-Pac Seating such information as is reasonably necessary for Nor-Pac Seating to determine
<br />Buyer’s financial condition. Service charges of one and one-half percent (1½%) per month will be payable on all past due invoices of
<br />thirty (30) days or older. Buyer shall make all payments due hereunder in lawful money of the United States and in accordance with
<br />the terms hereof, without any retention and without regard to any agreement Buyer may have with other parties.
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<br />PAST DUE ACCOUNTS. Should Buyer fail to pay when due any amount payable to Nor-Pac Seating under the terms of this
<br />Contract, or should Buyer’s financial condition become impaired or unsatisfactory to Nor -Pac Seating, it may make written demand
<br />upon Buyer for:
<br />(a) Immediate payment of all amounts then due and owing to Nor-Pac Seating;
<br /> (b) Payment in advance of future amounts to become due to Nor-Pac Seating, and/or;
<br /> (c) Such other assurances as Nor-Pac Seating may deem necessary to adequately assure Nor-Pac Seating that
<br />Buyer will perform its obligations under this Contract.
<br />If Nor-Pac Seating has not received same within ten (10) days of demand, Nor-Pac Seating may suspend its performance of this
<br />Contract, and if such assurances are not received from Buyer within a reasonable time, not exceeding twenty (20) days, Nor-Pac
<br />Seating may, at its option, deem this Contract to have been repudiated by Buyer. In addition to paying Nor-Pac Seating a service
<br />charge, Buyer shall pay Nor-Pac Seating collection fees, attorney’s fees, consultant fees, expert witness fees, and court costs
<br />incurred by Nor-Pac Seating in enforcing and collecting any amounts due under this Contract. All claims, disputes and matters in
<br />question arising out of or related to this Contract shall, at Nor-Pac Seating’s election, be decided by arbitration in accordance with
<br />the Construction Arbitration Rules of the American Arbitration Association. An election by Nor-Pac Seating to arbitrate shall not
<br />prejudice Nor-Pac Seating’s rights to perfect and enforce its lien and/or bond and retainage claims in any court with jurisdiction.
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