Covenant Panelworks (CPW) Standard Terms and Conditions of Sale
1. Agreement and Acceptance
The terms and conditions set forth below constitute the complete and exclusive agreement
between Covenant Panelworks, LLC (hereafter “SELLER”) and the PURCHASER (hereafter
“BUYER”). These terms supersede any prior agreements, oral or written. Any additional or
different terms set forth in the BUYER’s purchase order are hereby objected to and shall not be
binding unless specifically assented to in writing by an authorized representative of SELLER.
2. Scope of Work and Engineering Approval
- Custom Nature: SELLER is a custom assembly and engineering shop. Products are built to specific designs provided by or approved by the BUYER.
- Approval of Drawings: SELLER shall submit shop drawings or schematics for BUYER’s approval. BUYER’s approval of such drawings constitutes a waiver of any claim against SELLER for errors or omissions in the design that were present in the approved drawings.
- Field Conditions: All costs for modification to products required to suit unforeseen field conditions or omissions in information supplied by BUYER shall be paid by BUYER.
3. Pricing and Taxes
All prices are FCA SELLER’s plant (Incoterms 2020) unless otherwise specified. Prices are
subject to change in the event of alterations in specifications, designs, or delivery schedules
requested by BUYER. Any sales, use, or GST taxes shall be added to the price and paid by
BUYER unless a valid exemption certificate is provided at the time of order.
4. Progress Payments
For all purchase orders with a total price exceeding $50,000, the following milestone payment
terms apply. Percentages are calculated on the total purchase price:
- 20% due upon Receipt of Order (Engineering/Mobilization).
- 40% due upon Order of Major Materials.
- 25% due upon Release of Issue for Construction (IFC) Drawings.
- 15% due upon Notification of Completion (FCA Terms).
- Note: Change orders are due immediately upon execution.
5. Buyer-Provided Equipment (BPE) and Material
If BUYER is providing components or wiring diagrams for integration:
- Delivery: BPE must be delivered to SELLER’s facility according to the designated production schedule.
- Liability: SELLER is not responsible for the functionality, condition, or warranty of BPE.
- Delays: Any delay in the arrival of BPE or diagrams will result in a corresponding extension of the delivery schedule and may incur storage fees.
6. Delivery, Title, and Risk of Loss
Delivery to a carrier shall constitute delivery to BUYER. Title and risk of loss pass to BUYER at
the FCA point. Any claim for shortage or damage must be made within forty-eight (48) hours of
receipt.
7. Bill & Hold / Storage Charges
Should the BUYER request a delay in shipment once manufacturing and testing are completed:
- SELLER will issue an invoice for the equipment as if it had shipped.
- BUYER agrees to assume title and ownership on the date of said invoice.
- BUYER shall pay storage fees of 1.5% of the contract value per month, plus any direct costs for moving the goods to a secondary storage facility.
8. Cancellations and Changes
Orders for custom-built panels are not subject to cancellation except with SELLER’s written
consent. In the event of an approved cancellation, BUYER shall be liable for:
- 100% of engineering and labor costs incurred to date.
- 100% of the cost of non-returnable materials.
- A 20% restocking fee for returnable components plus a 10% administrative fee on the total contract value.
9. Intellectual Property (IP) Protection
Any software, PLC source code, or proprietary engineering designs created by SELLER remain
the intellectual property of SELLER. BUYER is granted a non-exclusive license to use the
compiled code and physical assembly for its intended purpose. BUYER shall not decompile,
reverse engineer, or distribute source code without express written consent.
10. Limited Warranty
- Workmanship: SELLER warrants that the custom assembly and labor shall be free from defects in workmanship for a period of one (1) year from the date of shipment.
- Components: For components not manufactured by SELLER (e.g., PLCs, breakers, relays), SELLER passes through only the warranty provided by the original manufacturer.
- Exclusions: This warranty does not cover labor for field removal, installation, or “gaining access” to the equipment. Misuse, improper storage, or unauthorized field modifications void all warranties.
- Sole Remedy: SELLER’s sole liability is limited to the repair or replacement of the defective workmanship or part at SELLER’s option.
11. Limitation of Liability
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES, including loss of profits, loss of production, or downtime.
SELLER’s maximum liability for any claim shall not exceed the amount actually paid by BUYER
for the specific work giving rise to the claim.
12. Non-Solicitation of Employees
For the term of this Agreement and for one (1) year thereafter, BUYER shall not, directly or
indirectly, solicit for employment any person employed by SELLER who was involved in the
engineering or assembly of the BUYER’s project.
13. Governing Law and Arbitration
The rights and remedies of the parties hereunder shall be governed by the laws of the
Commonwealth of Pennsylvania. Any disputes or differences concerning the performance,
breach, or interpretation of these terms shall be resolved by binding arbitration conducted in
Beaver County, Pennsylvania, in accordance with the commercial arbitration rules of the
American Arbitration Association.