Terms and Conditions of Sale

Mays, Maune, McWard, Inc. ("Company" or "Seller")

1. Entire Agreement

These Terms and Conditions (“Terms”) govern all sales of goods and services by Seller. Any additional or different terms proposed by Buyer are rejected unless expressly agreed in a written document signed by an authorized officer of Seller. Quotations are conditioned on Buyer’s acceptance of these Terms. Seller’s quotation, order acknowledgement, and these Terms constitute the entire agreement between the parties.

2. Prices and Quotations

All quotations are valid for 30 days unless otherwise specified. Prices are based on the specified materials, descriptions, and quantities on quotation and order acknowledgements. Seller reserves the right to adjust prices to reflect surcharges, tariffs, raw material increases, or other cost changes prior to shipment. Pricing excludes taxes, freight, labor, installation, field verification, delegated design and engineering unless expressly stated in writing.

3. Taxes

Prices exclude all federal, state, and local taxes. Buyer shall pay all applicable taxes unless a valid exemption certificate is furnished prior to invoicing. If exemption documentation is submitted after invoicing, Seller may impose a $250 administrative fee payable within 30 days.

4. Orders, Modifications, and Cancellations

Orders are binding upon issuance of Seller’s sales order acknowledgement. Buyer may not cancel, modify, or alter an order without Seller’s prior written consent. Cancellation fees shall not be less than 10% of the order amount and may equal the full contract price if fabrication or procurement has begun. Special/custom orders may require non-refundable deposits. Buyer shall pay for all costs incurred due to changes requested after order confirmation.

5. Payment Terms

Payment is due net 30 days from invoice date. Retainage is not permitted; if withheld, 5% will be added to the invoice. Late payments accrue interest at 1.5% per month (18% annually) or the maximum rate allowed by law. Buyer shall reimburse Seller for all collection costs, including attorney fees. Seller may suspend production or delivery if Buyer fails to pay or breaches these Terms.

6. Material Shipment and Risk of Loss

Material shipment is FOB Factory (Seller’s or manufacturer’s facility).  Title and risk of loss transfer to Buyer upon transfer to carrier. Material shipment dates are estimates only; Seller shall not be liable for delays beyond its control, including force majeure, carrier delays, or material shortages. Buyer must inspect shipments upon delivery and note shortages or damage on the bill of lading and furnish clear understandable photographs. Buyer must notify the Seller of the defects, shortages, deficiencies the day of the material delivery. After delivery, Buyer bears all risk, including jobsite losses.

7. Warranty

Seller warrants that goods will conform to applicable specifications for 12 months from delivery. Warranties are contingent on full payment and proper installation in accordance with Seller’s guidelines. Except as expressly provided, all other warranties, express or implied, including merchantability and fitness for purpose, are disclaimed. Seller’s sole obligation is, at its option, to repair, replace, or refund the purchase price of defective goods. Seller is not liable for incidental, special, indirect, or consequential damages.

8. Returns

No returns are permitted without Seller’s prior written authorization. Authorized returns must comply with Seller’s return policy in effect at the time of return and may incur restocking fees. Unauthorized returns will not be accepted.

9. Insurance and Bonds

Quoted prices do not include Insurance or Performance or Payment Bonds. Buyer shall bear all costs of any required bonds. Buyer must maintain Builder’s Risk and other customary insurance at its sole expense and provide certificates upon request.

10. Credit and Security Interest

All sales are subject to credit approval. Seller may suspend performance or require prepayment if Buyer’s credit is impaired. Buyer grants Seller a purchase money security interest in the goods and their proceeds until paid in full. Seller may file financing statements to perfect such interest.

11. Limitation of Liability

Seller’s liability shall not exceed the purchase price of the goods in question. Under no circumstances shall Seller be liable for lost profits, loss of use, or incidental, consequential, punitive, or special damages, even if advised of the possibility of such damages.  In no event shall Seller be liable to buyer or any third party for any loss of use, revenue, or profit or diminution in value, or for any liquidated, consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not Seller has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. 

12. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Missouri without regard to conflict of law principles. Buyer consents to the exclusive jurisdiction of state and federal courts located in St. Louis, Missouri for any disputes arising out of these Terms or any sale by Seller.

13. Retainage / Backcharges: 

Under no circumstances will Seller recognize, honor, or assent to any retainage or back charges of any nature whatsoever, unless previously authorized in writing by an executive officer of Seller who is located in Mays Maune McWard, Inc.’s home office in St. Louis, MO.

14. Additional Provisions

Seller is a supplier only and provides no field labor, installation, or site services unless expressly agreed in writing. Shop drawings, bill of materials, panel/ material cut lists, field measurements, engineering, structural supports, fasteners, sealants, miscellaneous items, and installation are excluded unless stated otherwise. Certain products may carry manufacturer-specific limitations, such as no finish warranty on perforated material and acceptance of oil-canning within tolerances.  Please refer to manufacturer’s limited warranties for coverage. Seller will not utilize 3rd party project management software for submittals and/or invoicing.