1. Prices are valid for acceptance within 30-days of quotation date and are based on total quoted quantity.
2. All prices indicated are in U.S. dollars and do not include taxes or duties of any type. Applicable Taxes, Tariffs, Duties, or Permit Fees are not included and are the buyers responsibility.
3. A 3.4% processing fee will be applied to all credit card transactions.
4. Standard payment terms are Net 30-days from time of invoice, on Approved Credit. Progress payments are required on orders over $50,000. The buyer agrees to a fee of one and one-half percent (1-1/2%) per month, on the remaining balance of past due invoices. The seller shall be reimbursed for all reasonable attorney fees and collection costs. Buyer grants Seller a purchase money security interest in the products sold to Buyer, and all proceeds thereof, as security for Buyer’s obligations. Seller may withhold shipments of any other products ordered until the full amount owed to the Seller is paid or otherwise settled.
5. Seller shall not be required to perform nor comply with any specifications which are not provided to seller or any specifications which may be incorporated by reference unless such specifications are separately and specifically assented to in writing by Seller in its quote or order acceptance.
6. The submittal is the binding document for our scope of supply on all projects. It is the representative’s responsibility to review submittals and ensure that they conform to specification/s.
7. Lead times for shipments are estimates and start at receipt of purchase order, approved drawings, release for fabrication, and credit approval. Lead time is based on current vendor lead times and does not include transit time. David P. Wilson Co. Inc. is not responsible for vendor changes to lead times.
8. Freight to the jobsite is F.O.B. Shipping Point and not included unless specifically noted otherwise. Any rates provided are good faith estimates and subject to change based on market conditions. In the absence of specific instructions, Seller may select the carrier and delivery date. Risk of loss or damage shall pass to Buyer upon delivery of the products to the carrier or delivery service or on the date in which payment is due, whichever occurs first. Products held for Buyer or stored for Buyer shall be at Buyer’s risk and expense. In the event of such postponement, title shall be passed to the buyer as of the date the products are ready for shipment. David P. Wilson Co. Inc. may ship all products at one time or in portions from time to time within the time of shipment.
9. The buyer must inspect delivered products and report claims for damage, or shortages, within ten (10) calendar days of delivery or the products shall be deemed accepted, free of damage, and any claims are waived. If damage is identified, the BOL must be signed as damaged with photos documenting the damage.
10. Equipment or materials are not returnable unless written approval has been provided. Return freight and additional restocking fees may apply.
11. The buyer assumes full responsibility and liability for the purchase, installation, use and maintenance of products purchased. Buyer agrees to indemnify and hold harmless Seller and employees from all claims, losses, damages, suits, fees, judgments, costs, and expenses arising out of or resulting from the buyer’s negligence.
12. No order shall be valid until accepted by Seller. After acceptance of an order by Seller, Buyer may not terminate or cancel an order or this agreement except in the event of a material breach by Seller where the Buyer provides written notice to Seller specifying such material breach and Seller has not remedied within a reasonable mitigation period as proposed by Seller. Seller may terminate or cancel an order immediately upon written notice for non-payment or upon thirty (30) calendar days’ written notice to Buyer for any other material breach. If the products to be furnished under these terms are to be used in the performance of a prime contract or subcontract and the contract is terminated, in whole or in part, the applicable order may be cancelled in the same proportion, and the liability of Buyer for termination allowances shall be determined.
13. The Seller reserves the right to make reasonable changes and use substitute parts or products so long such substitutions perform equal to, or better than the original product or part thereof, and shall have the right to deliver revised designs or models and such substitute products or parts against any order.
14. Construction methods, testing, warranty, documentation, and performance are per manufacturer’s standard unless otherwise specified.
15. Buyer assumes the responsibility of furnishing safety equipment (including fire/explosion protection), required by any Authority Having Jurisdiction. The buyer agrees to understand and adhere to applicable OSHA, NFPA, Federal, State, and Local codes or regulations.
16. Unless specifically listed, the following items are not included: Installation, interconnecting ductwork, electrical, dampers, flex connectors, sound attenuation, vibration isolation, building penetrations, permits, local regulatory agency approval, system design, special air or sound performance testing or balancing.
17. Purchase orders shall be addressed to David P. Wilson Company, Inc.

Rev. 2/24/2025