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Insiders Guide – 10 Mistakes to Avoid before Signing a Contract

Some steel building manufacturers and suppliers require customers to sign lengthy contracts with confusing terms and conditions written in hard to read fine print with hidden costs. These contracts are not designed to protect you, the customer. They are solely for the manufacturer’s and/or suppliers benefit. You need to ask yourself what are they afraid of.

• If you need to hire a lawyer to read and explain the contract before you sign it, you should think twice before you purchase a steel building from a company who gives you an incomprehensible one-sided contract.
• Before you do anything, ask to see a copy of their contract. If they won't show it to you, ask yourself, "is this the right company for me"? If they do share it, do you understand it? Is it clear? Do you need a magnifying glass to read it? Why do they treat you like the enemy?
• You can review our sample letter agreement here. You are our valued customer. We treat you like one.

The following are just a few examples of the "fine print" from an actual contract.

Click the highlighted text below to learn the difference between working with MiracleTruss and other steel building Companies.

 
Terms & Conditions Contract price — Defined: Base price together with approved alternates, if any: drawings; "fabrication and delivery". Buyer is responsible for taxes, cost of performance/payment bonds, building permits and other fees as required by federal, state or local laws not specifically stated herein. Buyer acknowledges Seller is a supplier of goods and is not acting as the Buyer's architect-engineer, contractor, steel erector, or in any other advisory role. Contract price will also include charges to Buyer in accordance with this Contract describing additional charges for delay.

Taxes: The appropriate state sales or use tax shall be added at time of delivery based on tax rates in force on day of delivery by the state where the building is delivered. Sales or use tax is not Included in the price on the reverse side hereof.

Conformity of Goods: Except where this Contract may expressly provide otherwise, the specifications of the goods described herein shall be governed by the recommended code of standard practice for the design, manufacture, sales, and erection of metal buildings in the latest edition published by the Metal Buildings Manufacturers' Association. In the event the Metal Buildings Manufacturers' Association's standards are silent as to the interpretation of a specification of the goods, the Uniform Commercial Code,*4MMMHMMMIMH^HHBHMHHMfc shall govern. Any non-conformity in the goods shipped must be reported within 24 hours to Seller in writing or Buyer waives any remedies for non-conforming goods.

Specifications and Building Code Compliance: The specifications detailed in this Contract shall govern in all instances including, but not limited to, where the related drawings indicate a specification or addition to the contrary. The Buyer accepts this provision and is solely responsible for the accuracy of the specifications as detailed in this Contract. That is, it is the sole responsibility of the Buyer to verify the specifications as contained in this Contract to the Buyer's drawings and local buildings, and insurance codes for conformity, and any non-conformity shall be interpreted in favor of the specifications in this Contract.

Compliance with State and Local Building Codes: It is solely Buyer's responsibility to verify that the building codes stated on the front of the Purchase Order comply with local building and insurance codes. Buyer understands and agrees that local ordinances are outside of the scope of the Seller's knowledge and that Seller assures only that the building will meet specific loadings as stated in the Purchase Order.

Adoption of UCC Terms: Unless otherwise stated herein, this Contract shall be construed and interpreted in accordance with the Uniform Commercial Code mmWBH0.
Variation of Conforming Goods: The goods must conform to the specification set forth in this Contract, except that variation is permitted in quality or quantity if the variation does not affect the merchantability of the goods and is in accordance with usage or trade customs.

Approval Drawings: In some instances and at Buyer's request, Seller may submit to Buyer drawings to be approved by Buyer of the goods being purchased as described in this Contract. The approval drawings will consist of an anchor bolt plan and cross sections. A duplicate set of drawings will be forwarded to Buyer by Seller for Buyer's approval. Buyer must approve or modify within thirty (30) days and return to Seller the signed approval drawings with modifications. Upon receipt by Seller of the approved drawings, Seller shall proceed with the preparation of detailed shop drawings and the manufacture of the metal building system.

Changes, Extras, or Discrepancies in Plans or Contract Provisions: Buyer may request changes or add extras. Seller shall only be bound to comply with changes or extras which have been approved by Seller and a change order signed and submitted to Seller by the Buyer or Buyer's agent. The change order shall specify the change and the Contract price will be modified accordingly.

Delay: Seller shall not be liable for any loss, cost, or damages which Buyer may suffer by reason of Seller's delay. If any of the following events occur, Buyer shall bear the expense for delay. The events are: Buyer, or its agents or employees, notifies Seller to place order on 'hold' until further notice:
Buyer delays approval of drawings for more than thirty (30) days after receipt on an approval job;
Buyer delays delivery of parts after fabrication is complete and ready to ship. If either event a) or b) occur, Seller may then charge Buyer whatever cost or damages Seller incurred by reason of the delay, including incidental and consequential costs. In the event c) above occurs, Seller will immediately invoice Buyer and Buyer's payment is due upon receipt of invoice.

Risk of Loss - Other Liability: Buyer understands and agrees that the Seller has contracted with the carrier of the goods as described in this Contract and that the carrier shall accept risk of loss while the goods are in transit. Immediately upon arrival of the goods by the carrier and prior to unloading same, Buyer shall bear risk of loss as to any parts of the shipment, personal injury (i.e. for unloading) and any other liability which may occur. Seller shall not be responsible for spotting, switching, drayage. demurrage or other transportation charges unless agreed to in writing prior to delivery. Buyer shall hold Seller harmless from any loss, costs, claims, suits, damages, and attorney's fees arising from any alleged or real injury (including death or total destruction) to any person or property which arises out of work performed or materials supplied hereunder.

Representative's Authority: Buyer understands and agrees that no agent, employee, or representative of Seller has authority to bind Seller to any affirmation, representation or warranty concerning the goods sold hereunder or the building to be erected there from, which is not set forth herein, and Buyer further understands and agrees that any such affirmation of fact or representation made by any such agent, employee or representative which is not set forth herein shall not bind Seller.

Delivery and Payment: All shipments shall be F.O.B. factory. Contract price shall be paid by Buyer with cashier's check payable to Seller or its assigns (together with any balance due on the purchase price) prior to unloading shipment at its destination. Seller does not guarantee date of delivery and in no event shall be responsible for delay damages. Seller will exercise good faith in working toward requested delivery dates. No statements made by Seller's agents or employees with regard to delivery dates shall be binding to Seller. Buyer is responsible for demurrage charges from truck line. Payments may be required immediately upon receipt of invoice by Seller and prior to Buyer's receipt of building in accordance with this Contract. The Seller shall provide Buyer with a packing list of materials to be delivered. Buyer shall inventory the materials at the time of delivery or waive any discrepancies.

Assignment of Contract: Buyer may not assign this Contract to any third party without Seller's written permission.

Appointment of Seller as Attorney-in-Fact: In the event of default by Buyer of any of its obligations hereunder, Buyer hereby irrevocably appoints Seller to act as its agent and attorney-in-fact to sell the building to any third party. In that event, Seller will attempt to sell the building the same prices as on the face of this Contract, but makes no promises that it can do so.

Options of Seller to Deliver in Installments: Seller shall have the option to deliver goods in two or more installments as Seller shall elect.

Limited Warranty; Limitation of Damages: Seller warrants only that its products are free from defects in materials and workmanship on the date of shipment from its plant. The Seller's obligations under this warranty shall be limited to repairing or replacing (but not dismantling and installing) such products which prove to be defective within one (1) year from the date of the original shipment by Seller, provided, however, Buyer has performed maintenance for the general upkeep of the building. Any products repaired or replaced shall be subject to warranty only for the remainder of the time applicable to the original warranty period. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS CONTRACT, INCLUDING ANY WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO INSTANCE SHALL SELLER BE RESPONSIBLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF ANY KIND WHATSOEVER. Seller shall determine whether correction of any defect or failure under this warranty shall be by repair or replacement. Seller's liability shall not arise unless repairs are made under the supervision of, or with written approval of Seller. Shipping costs incurred in returning defective material shall be paid by Seller if such shipment is authorized in writing by Seller. If the product is defective, return shipment shall be prepaid by the Seller. Title to any returned materials shall pass immediately to Seller. This warranty excludes accessories, parts, or attachments, including but not limited to doors, hardware, windows, and ventilators.

Maintenance: Roof and wall panels should be cleaned on a regular basis to prevent staining or discoloration of panel finishes. Buyer should take precautions to properly maintain the building once erected to insure that no damage is caused by the accumulation of snow or ice on the top, ends, or sides of the structure.

Forfeiture: Either party may cancel this Agreement by giving written notice to the other party not less than seven (7) days prior to the cancellation date. Therefore, in the event of cancellation or other breach of Buyer's obligations under this Contract, the deposit, at minimum, shall be retained by Seller as liquidated damages to cover Seller's expenses of order processing, engineering, detailing, purchase of material, fabrication, sales commissions and any applicable incidental, consequential and lost profits damages; provided, however, that in no event will the amount payable by Buyer in connection with same be less than $2,500.00. Buyer agrees that this represents the approximate damage to Seller due to the breach of Buyer and is not intended in any manner to be a penalty.

Governing Law: This Contract shall be governed by and construed according to the laws of the State kkkkkkkkkk.

Disputes and Litigation: In the event of any disputes arising out of this transaction, whether in contract or tort, the aggrieved party shall notify the other party of the nature of the dispute in writing, and neither party may file suit until thirty (30) days after the aggrieved party has compiled with this requirement.

Jurisdiction and Venue: The parties agree that all disputes or matters whatsoever arising under, in connection with or incident to the Contract, shall be litigated. If at all, kdkdkdkdkdkdk xxxxxxxxxxxxxxxxxxxxx or if federal jurisdiction is mandatory. Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx. Buyer hereby waives any jurisdiction or venue objections that Buyer may have to any such action or proceeding being brought in any such court.

Waiver of Jury Trial: In order to save time and money, the carries voluntarily waive their right to trial by jury in any litigation arising out of this Contract.

Attorney's Fees: In the event Buyer in any manner defaults or breaches the terms and conditions of this Contract, or threatens to do same, or the event it becomes necessary for Seller to employ an attorney to enforce any provision of this Contract, obtain injunctive relief, collect damages on account of a breach or threatened breach of this Contract or if Seller prevails in a tort action commenced by Buyer, Buyer shall pay to Seller, Seller's attorney fees and costs.

Interest: Seller shall be entitled to collect interest on any amounts owed to Seller at the rate of 18% per year.

Separability Provisions: Each provision of this Contract shall be considered separable and if, for any reason, any provision or provisions hereof are determined to be invalid and Contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Contract which are valid.

Force Majeure: Seller shall not be liable to Buyer for liquidated damages, bank charges or loss of use to Buyer arising out of any delay or any other reason in carrying out this Agreement. Under no circumstances shall Seller be liable in any way to Buyer, building owner of any other party for delays, failure in performance, or loss or damage due to force majeure conditions including, without limitations: fire; flood; epidemics; quarantine; lightening; strike; embargo; explosion; power surge or failure; acts of God; war; labor or employment disputes; civil disturbances; acts of civil or military authority; inability to secure materials, fuel, products or transportation facilities; acts or omissions of suppliers; or any other causes beyond Seller's reasonable control, whether or not similar to the foregoing. FURTHER, BUYER HERBY AGREES AND STIPULATS THAT, IN THE EVENT SELLER RECEIVES DELIVERY OF THE MATERIALS COVERED HEREBY, SELLER RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO INCREASE THE PURCHASE PRICE STATED HEREIN IN AMOUNT CORRESPONDING TO SAID PRICE INCREASE. Buyer agrees this limitation of Seller's liability is reasonable. Buyer further agrees that this limitation of Seller's liability is part of the consideration for this Agreement and is reflected in the amounts charged by Seller hereunder. Buyer intends that this limitation on Seller's liability be liberally construed in favor of Seller to eliminate any other liability of Seller other than repair or replacement of defective products.

Indemnification: BUYER ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS OR ACTIONS BASED ON OR ARISING OUT OF INJURIES, INCLUDING DEATH TO PERSONS OR DAMAGES TO OR DESTRUCTION OF PROPERTY, SUSTANTED OR ALLEDGED TO HAVE BEEN SUSTAINED IN CONNECTION WITH OR TO HAVE ARISEN OUT OF OR INCIDENTAL TO THE PERFORMANCE OF THIS CONTRACT BY BUYER, ITS AGENTS AND EMPLOYEES, AND ITS SUBCONTRACTORS. THEIR AGENTS AND EMPLOYEES, INCLUDING CLAIMS OR ACTIONS FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED ACTS, OMISSIONS OR NEGLIGENCE OF SELLER, SELLER'S REPRESENTATIVES, OR THE EMPLOYEES, AGENTS, INVITEES OR LICENSEES THEREOF, BUYER FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND ITS REPRESENTATIVES, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF IN RESPECT OF ANY SUCH MATTERS AND AGREES TO DEFEND ANY CLAIM OR SUIT OR ACTION BROUGHT AGAINST SELLER'S REPRESENTATIVE, AND THE EMPLOYEES, AGENTS, INVITEES AND LICENSEES THEREOF.

Entire Agreement: This contract, and any addendums that are so labeled and signed by an authorized officer of director of Seller, correctly sets forth the final and entire Agreement between the parties. The parties intend this Contract to be a complete and exclusive statement of the terms of their agreement. No agreements or understandings shall be binding on the parties unless specifically set forth in this Agreement and all prior communications are merged into this Contract.

Modification: THIS CONTRACT MAY NOT BE MODIFIED, EXCEPT IN A WRITING SIGNED BY BOTH PARTIES.

SUMMARY

Think twice before purchasing a building from a manufacturer, that plays hide the ball and then makes it difficult for you with a crafty contract to get what you thought you purchased.

MIRACLETRUSS APPROACH

You don’t need to be a lawyer (or have a lawyer on retainer) to purchase a MiracleTruss® building or understand our agreement. We respect you. Our letter agreement sets forth all of the basic terms and does so in plain language. There is no fine print or hidden terms and conditions. We clearly describe the building, the purchase price and the delivery date. We guarantee that the building will be designed to meet the snow, wind and seismic requirements of the community in which the building is to be erected. We have the confidence in our product, to provide a 45 year warranty on our trusses and a 45 year warranty on the siding. We also give every buyer, three business days to reconsider their purchase and cancel if they wish. We are easy to buy from. We treat you the way you expect to be treated.

MiracleTruss Sample Letter Agreement

Date

Customer Name
Address
City, State, Zip Code

RE: CONFIRMATION OF BUILDING PRODUCT PURCHASE
       Order Nr:
       Page 1 of 2

ATTN: Customer Name

Thank you for your purchase and payment. We are pleased to confirm your shipment as follows:

The anchor bolt setting plan for the above product is enclosed. Additional plans, assembly instructions and other helpful information are being prepared and will follow under separate cover.

Our mission is to provide outstanding customer service and efficient delivery of your purchase. In order to accomplish these goals, your initial payment will be used by our staff to begin working immediately on your behalf to accommodate your requested Month, Year delivery date.

Since we require no signed agreement, if we do not hear from you in writing within three (3) business days, this letter becomes our implied agreement, and you are accepting it as written without any other terms or contingencies.

One of our professional shipping coordinators will be contacting you to arrange delivery or pickup of your order. If you have any questions or concerns about this process, please direct them ONLY to Vern Wiedman, our Shipping Director, at 1-888-508-4545.

Miracle Steel and I look forward to working with you as your building project commences. Please contact me if you have any questions or if I can be of help to you in any way.

Sincerely,

Building Consultant Name
MIRACLE STEEL STRUCTURES, INC.

XXX / ccs
enclosure

Copyright © 2008 Miracle Steel Structures, Inc.