Terms and Conditions of Sales (incorporated by reference in all Purchase Agreements)

These Terms and Conditions of Sale (“Terms and Conditions”), modified as of September 5, 2025, are applicable to all Purchase Agreements provided by RedBuilt LLC (hereinafter “RedBuilt”) and/or signed by any Customer as of that date.  These Terms and Conditions shall collectively be referred to as the “Agreement” as between RedBuilt and the specific Customer, and the effective date of the Agreement for any underlying Purchase Agreement(s) shall be the date first written thereon for purposes of any statute of limitations and/or statute of repose analysis, without exception or extension under the discovery rule.

Customer hereby understands and agrees that these Terms and Conditions as drafted to make up the Agreement take precedence over the Uniform Commercial Code (“UCC”) to the extent applicable to the relevant sale and/or transaction to which these Terms and Conditions apply.

Customer and RedBuilt hereby agree that only this Agreement govern their relationship.  RedBuilt shall not be bound to any terms of any contract or subcontract to which Customer may be bound and to which RedBuilt’s goods and services are being supplied in relation thereto.

 

RedBuilt shall furnish and deliver only those items specifically enumerated in the underlying Purchase Agreement, “Scope of Work”. Any accessory items (such as bridging, bracing, blocking panels, bolts, etc., by way of example only but not limited to) which are not specifically enumerated in the underlying Purchase Agreement “Scope of Work” shall not be furnished by and are not the responsibility of RedBuilt.

Customer further understands and agrees that RedBuilt is not an architect or engineer and has no professional duties or obligations beyond those expressly included in this Agreement.  RedBuilt will not and shall not be required to render or provide professional services or advice that constitute the practice of architecture or engineering, and is not responsible for any construction means, methods, techniques, sequences(ing), and/or procedures regarding to or relating to the installation or application of its materials or goods subject to this Agreement.  Any provision of manuals, diagrams, instructions, or specifications by RedBuilt are for the sole purpose of general guidance of product layout and shall not impose an independent standard of care as a design professional on RedBuilt.

 

RedBuilt makes no representation or warranty as to the condition of the place of the delivery of the materials or goods subject to this Agreement, including the underlying Project site for which the materials and/or goods may be installed.  RedBuilt is not responsible for any concealed or unknown site conditions as they may or may not relate to or implicate the materials or goods subject to this Agreement, including but not limited to any Type I or Type II differing site conditions as defined and further interpreted under applicable law.

Customer further understands and agrees that, once delivered FOB as outlined in the underlying Purchase Agreement(s), RedBuilt is not responsible for the custody, care, and control the goods and materials subject to this Agreement, including any wear, tear, and/or damage thereto.

Customer agrees that it has obtained all requisite insurance and permissions for RedBuilt’s FOB of the goods and materials subject to this Agreement.  Customer further agrees that it shall be solely responsible for the physical location and safe location of the goods and materials to the destination once delivered.

 

(a) RedBuilt Trademarked Materials and Goods.

RedBuilt expressly warrants that any materials or goods subject to this Agreement and that bear RedBuilt’s trademarks shall be free from any defects in materials and workmanship.  This express warranty is provided only to the extent that the goods or materials are used for their intended purpose and is strictly in accordance with any RedBuilt manuals, diagrams, instructions, or specifications to the extent applicable, including but not limited to any construction load specifications provided for structural integrity.  This warranty does not include or cover any misuse, accidents, or modifications to the materials or goods by Customers, third parties to this Agreement, or others to which RedBuilt has no control.

This warranty is the only warranty, express or implied, being made, and no other warranties are made by RedBuilt.  RedBuilt makes no implied warranty of merchantability or fitness.

 RedBuilt’s sole responsibility shall be to repair and/or replace any defect or non-conforming materials or goods, whichever is most cost effective at Redbuilt’s sole discretion.  In the event of an alleged defect or non-conformity, Customer must promptly notice RedBuilt in writing by sending an email to its sales representative as identified in the related Purchase Agreement(s) within five (5) business days of discovering the alleged non-conformity or defect.  Customer must not remove or disrupt the alleged non-confirming materials or goods without, first, giving RedBuilt the opportunity to inspect and remedy the non-conformity(ies).  Customer must retain and protect any non-conforming goods or materials during the pendency of a warranty claim.

(b) Non-Trademarked Goods.

RedBuilt shall not provide or make any warranty, express or implied, with respect to materials or goods not bearing RedBuilt’s trademarks.  For warranty information regarding materials or goods not bearing RedBuilt’s trademarks, contact those fabricators, sellers, or suppliers directly.  RedBuilt trademarks is not defined to mean and shall not include products wrapped in RedBuilt lumber wrap or bearing a RedBuilt stencil.  Information regarding RedBuilt’s trademark U.S. Serial and Registration Numbers can be provided upon request of Customer.

(c) Assignment of Warranty.

In no event shall Customer assign any warranty under this Agreement to a buyer or third-party.  The express warranty provided under this Agreement is not extended to any third-parties and cannot be enforced against RedBuilt by any third-party to this Agreement.

 

A “Change” in the work, for purposes of this Agreement, shall mean and include any change in the scope of work as detailed in the underlying Product Proposal/Purchase Agreement that necessitates an increase in time or cost/price.

Changes may be made after the effective date of this Agreement and date of the underlying Product Proposal/Purchase Agreement, without invalidating the Terms and Conditions of this Agreement each and collectively, by executing, in writing, the form provided as Exhibit A hereto.  The Change Order must be signed by both Customer and an authorized RedBuilt representative to be effective.  A Change Order that is not signed by both Customer and authorized RedBuilt Representative shall not be effective.

 

Customer and RedBuilt mutually waive any and all claims or causes of action against each other for direct, indirect, and consequential damages arising out of or relating to this Agreement.  This mutual waiver includes, but is not limited to, damages incurred or alleged by the parties for delay, impacts, scheduling changes or impacts, force majeure, rental expenses, field or home office overhead, loss of use, loss of income, loss of profits, financing costs, business interruption, reputation, and/or loss of management or employee productivity.

The only available remedy or damages to which Customer can seek from RedBuilt, subject to applicable burden(s) of proof, is the cost to repair and or replace any non-conforming goods or materials as provided in Section (4) of this Agreement above.  This provision does not exclude RedBuilt from seeking from Customer its lost direct mark-up as profits on Purchase Agreements in the event of non-payment or recission by Customer as outlined in Section 9 below.

 

RedBuilt may voluntarily, or at the request of Customer or others, visit the site where RedBuilt’s goods or materials are being installed.  RedBuilt may, further, be asked to review the installation progress or process of its goods or materials.  Under no circumstances shall RedBuilt’s acts or conduct in visiting the site, reviewing any installation or project process, discussions with Customer or other project representatives, both orally, in writing, or via text, or the like be construed as giving rise to any additional warranties or obligations or responsibilities of RedBuilt than those expressly provided in this Agreement.  In no way does RedBuilt insure, warrant, or represent the adequate installation of its goods or materials. It is expressly understood and agreed that installation is not within RedBuilt’s scope of work. Furthermore, it is expressly understood and agreed that the temporary wall panel installation, bracing, design, and/or erection of the temporary wall panel bracing is excluded from RedBuilt’s scope of work.

 

(a) Pricing.

The Pricing provided on the Product Proposal/Purchase Agreement will be guaranteed by RedBuilt for the period provided therein, if and only if the Product Proposal/Purchase Agreement is signed by the Customer within the deadline for doing so.  If Customer signed the Product Proposal/Purchase Agreement after the date so specified, RedBuilt makes no guarantee as to the pricing, and may invoice Customer for the goods and materials provided therein inconsistent with the price originally quoted.  Customer agrees to compensate RedBuilt for any pricing increase consistent with this provision.  Any such increase is not subject to this Agreement’s Change Order provisions.

To the extent the Product Proposal/Purchase Agreement provides for different pricing provisions than those outlined herein, the terms of the Product Proposal/Purchase Agreement shall take precedence.

(b) Deposit.

The terms of the Product Proposal/Purchase Agreement shall outline any deposit to be paid by Customer to RedBuilt.  Failure to pay any said deposit by Customer shall be deemed a material breach of contract by Customer.

(c) Interest & Retainer.

Customer agrees and understand that interest will be charged on all past due accounts at the rate of 1.25% per month (15% per annum), or the maximum legal rate, whichever is greater. Customer agrees that there shall be no retainage of the purchase price for goods or materials purchased under this Agreement.

 

In the event that Customer cancels any Purchase Agreement(s), RedBuilt shall be entitled to retain from deposit(s) and/or seek as damages from Customer its design center costs, plant material or waste, and lost profits as its percentage of mark-up on the underlying or related Purchase Agreement(s).

 

(a) Good Faith Attempt to Resolve and Negotiate.

In the event of any dispute or disagreement amongst or between Customer and RedBuilt, Customer and RedBuilt agree to work in good faith in an effort to resolve such dispute or disagreement (“ADR efforts”).  Customer and RedBuilt agree not to invoke the formal dispute resolution provisions of this Agreement without first (1) meeting in-person/face-to-face or by telephone at least once each in an effort to resolve the dispute or differences, and (2) engaging in at least one (1) round of formal emails or correspondence.  If, after such attempts, Customer and RedBuilt are unable to resolve their dispute or disagreement, the Parties may, then, engage in formal dispute resolution pursuant to this Agreement.

(b) Formal Litigation.

If informal ADR efforts outlined in paragraph (a) above are unsuccessful, Customer and RedBuilt agree that any lawsuit or formal litigation must be initiated in the federal or state courts of Ada County, State of Idaho, without regard to any conflict of laws principles.  Customer and RedBuilt agree that the federal or state courts of Ada County, State of Idaho have personal and subject matter jurisdiction over any dispute between them, and venue is solely appropriate in those forums.  Nothing herein precludes Customer and RedBuilt to agreeing to a different venue or dispute resolution provisions, but only to the extent expressly agreed to by both parties in writing.

The substantially prevailing party to any formal litigation shall be entitled to its attorneys’ fees and costs, filing and other court costs, and expenses, including expert(s)’ fees and costs.

(c) Governing Law.

This Agreement, including the underlying Product Proposal/Purchase Agreement, shall be interpreted and construed according to the laws of the State of Idaho, regardless of the location of the FOB delivery of any goods or materials to Customer.

(d) Mediation.

Customer and RedBuilt agree that any mediator(s) selected for ADR, court-ordered or otherwise, shall be a qualified construction mediator.  The parties agree to engage in a strike list to select a mutually-agreeable mediator, and further agree to share equally in the costs of any such mediation.

 

This Agreement, together with the Product Proposal/Purchase Agreement, constitutes the entire agreement and understanding of Customer and RedBuilt.  This Agreement shall not and cannot be modified or changed unless done so by subsequent written agreement, executed by both Customer and RedBuilt.  This Agreement together with the Product Proposal/Purchase Agreement supersedes any and all prior negotiations, representations, or agreements, written or oral, express or implied, regarding the subject matter hereof.

 

12. Severability & Waiver.

The partial or complete invalidity of any one or more of the provisions of this Agreement shall not affect the validity or continuing enforceability of the other provisions of this Agreement.  The failure of either Customer or RedBuilt to insist upon the strict performance of any of the provisions of this Agreement, or to exercise any right herein, shall not be construed as a waiver of its right to insist upon strict compliance therewith as regards future performance.

 

13. Independent Legal Counsel.

Customer hereby agrees and understands that it has the right and opportunity to consult with independent legal counsel prior to signing the underlying Product Proposal/Purchase Agreement, has read these Terms and Conditions that make up the parties’ Agreement, and agrees and consent to them.

 

14. Effective Date of Contract as Between Customer & RedBuilt.

This Agreement shall be effective as to RedBuilt and the specific Customer as of the date of execution of the underlying/related Product Proposal/Purchase Agreement.