SYNERGY STRUCTURES TERMS AND CONDITIONS OF SALE

Welcome to our website. These Terms and Conditions (“Terms” or “Agreement”) establish a binding contract between you and Synergy Structures, LLC (“Synergy Structures,” “Synergy,” “we,” or “us”). By accessing or using this website or any other site operated by Synergy Structures (collectively, the “Website”) and by using any of the services offered through it (the “Services”), you acknowledge and agree to abide by these Terms. The Services include, without limitation, placing product or service orders, applying for promotions, and using tools or features available on the Website. In addition to these Terms, your use of the Website and Services is also governed by our Privacy Policy which forms an integral part of this Agreement.

Accurate Information

By using this Website or our Services, you confirm that any personal or non-personal details you provide (such as your name and address) are truthful, accurate, up to date, and complete. If you supply information that is false, outdated, misleading, or incomplete or if we reasonably believe that you have done so we reserve the right, without prior notice, to limit or deny your access to the Website or Services.

Services

This Website may include descriptions of our products, services, and promotional offers. These materials are provided strictly for general informational purposes. They do not guarantee eligibility to purchase, qualify for, or participate in any product, service, or promotion. Whether you may obtain our products, services, or participate in special offers depends on several factors, including (but not limited to) compliance with applicable laws, consent from necessary third parties, completion of required agreements, and our sole discretion. We make no promises or assurances that any particular product, service, or promotional offer will continue to be available, or that you will be approved to receive them if they are available. Prices, terms, and conditions listed on the Website may differ from those advertised elsewhere due to regional differences and may change without notice. If you are invited to purchase products or services, or to take part in promotional offers, you may be required to complete additional documentation. You agree to promptly provide full and accurate information when requested so that we may process your participation. We may, at any time and for any reason, suspend, restrict, or revoke your access to our products, services, or special offers. All decisions made by our management regarding the Website, Services, or related activities are final.

Electronic Content

The materials and information available on this Website are provided solely for general informational purposes. You are solely responsible for assessing the value, accuracy, and risks of any data, information, or content before relying on it to make decisions. By using this Website, you agree that Synergy Structures and its content providers will not be held liable for any losses, damages, or claims that may result from decisions you make based on the information presented here. From time to time, the Website may include material from third-party sources, such as quotes, articles, news items, or research reports (collectively, the “Materials”). These Materials are provided as a convenience to you, and Synergy Structures do not endorse, validate, or guarantee their content. Neither we nor our third-party providers make any representations regarding the accuracy, timeliness, completeness, or sequence of the Materials, nor do we promise any outcomes from your use of them. We are not obligated to update, revise, or maintain any such content, and we reserve the right to remove it from the Website at any time without prior notice. You agree that neither Synergy Structures nor its third-party providers will be liable for any interruption, delay, inaccuracy, or discontinuation of the Materials. Furthermore, you may not reproduce, distribute, or grant access to these Materials to any unauthorized party without our express permission.

1. Terms of Agreement. The sale, shipment, and delivery of products (“Products”) by Synergy Structures, LLC (“Synergy”) are governed exclusively by the terms and conditions set forth herein. Any acceptance of an offer by Synergy is expressly limited to, and conditioned upon, the Client’s acceptance of these terms and conditions. Any terms or conditions contained in the Client’s purchase order, request for quotation, or other documents that are inconsistent with, additional to, or different from the terms and conditions set forth herein shall not be binding on Synergy. Synergy hereby expressly objects to and rejects such terms and conditions. The Client’s conduct that acknowledges the existence of a contractual relationship with Synergy including, without limitation, acceptance of delivery of any Products shall constitute conclusive evidence of the Client’s agreement to and acceptance of these terms and conditions. No order may be cancelled or amended without Synergy’s prior written consent. Approved cancellations or amendments may be subject to restocking fees or other applicable charges. Synergy reserves the right to cancel any order in the event of a breach by the Client, failure to make payment as required under the order or any related agreement, or the Client’s insolvency or bankruptcy. No Products may be returned without Synergy’s prior written authorization. All authorized returns may be subject to restocking fees and other applicable charges.

2. Schedule. Synergy will begin manufacturing your Product as scheduled, but delays may occur due to events outside of our control. If delays exceed 60 days (and are not Synergy’s fault), Synergy may cancel the order.

3. Readily Accessible Project Site. Client shall ensure the delivery site is accessible, clear, and ready to receive the Product. Client is responsible for identifying and resolving any site hazards, debris, or code violations. Client must research property easements and disclose any access restrictions. Undisclosed issues may delay delivery and incur additional fees (e.g., storage, permitting, or design services). If installing on an existing concrete slab, Client warrants the slab is square and level (no more than 1/4" variance per 10 feet). If not, Synergy may delay delivery or charge additional labor. Synergy is not responsible for defects or instability in existing foundations. Client is responsible for all work and costs associated with adapting or connecting to such foundations. Any surrounding surfaces (e.g., landscaping, dirt, pavers) must sit at least 8" below the top of the foundation. Client must coordinate utility locates, mark property lines, and ensure the area is free of overhead or ground-level obstructions (e.g., wires, trees, vehicles). Client shall ensure the site is accessible during normal working hours and clear of all obstructions, including pets. Synergy is not liable for any damage caused by pets. A minimum of 3 feet of clearance is required around all sides and above the Product location. Additional charges may apply for obstructions, elevated work, or other challenging conditions. Any misrepresented or unsafe site conditions—including out-of-level surfaces, structural defects, mold, pests, asbestos, or other hazards—shall be deemed “Unfit Conditions.” Synergy may suspend work until Unfit Conditions are corrected at Client’s sole expense. If correction requires additional labor, materials, or services, Client will be required to sign and pay for a change order. If Client refuses, Synergy may suspend work, retain all payments made, and has no obligation to restore the site.

4. Delivery and Inspection of Product. Synergy will make commercially reasonable efforts to deliver the Product by the estimated date, though delivery timelines are not guaranteed. Upon manufacturing completion (“Completion”), Synergy will coordinate delivery with the Client. Risk of loss transfers to Client upon delivery to the delivery address. Client is solely responsible for any loss or damage after unloading and should ensure proper insurance coverage. The Client must inspect the Product within 24 hours of delivery and notify Synergy of any damage or defects. Failure to do so constitutes acceptance and waives any claim for nonconforming Product. For visible or concealed shipping damage, Client must notify Synergy immediately and provide photos. Per freight law, rejection of any part of the shipment is not permitted. Synergy is not liable for damage caused by third-party freight carriers; claims must be filed directly with the carrier. Delivery does not include site work, utility connections, or installation services unless expressly stated in the Scope of Work. Movement of the Product up to 100 feet from the delivery point is included, provided the path is flat, clear, and obstruction-free. Additional labor will be billed separately. Upon delivery completion, a final walkthrough and Certificate of Completion will be conducted by Client and a Synergy representative. If the Client is unavailable, the representative may sign on their behalf.

5. Force Majeure. Synergy is not liable for delays or damages caused by events beyond its reasonable control, including but not limited to: natural disasters, extreme weather, fire, flood, war, terrorism, labor disruptions, government actions, supply shortages, transportation issues, power failures, or subcontractor delays for similar reasons. Such delays shall not be grounds for cancellation. Delivery timelines will be extended as needed. If a delay results in additional costs, the parties will negotiate in good faith to execute a Change Order. Synergy has no obligation to proceed with work until such a Change Order is signed. Any unresolved dispute arising from a delay or disruption will be handled in accordance with the dispute resolution terms of this Agreement.

6. Price and Payment. Client agrees to pay all Synergy invoices upon receipt. A finance charge of 1.5% per month (18% annually), or the maximum allowed by law, may apply to past due balances. Client is also responsible for all costs of collection, including court fees and attorney fees. If Synergy determines that Client’s financial condition does not support the agreed payment terms, Synergy may require full or partial payment or other assurances before manufacturing or shipment. Synergy may revoke discounts, incentives, or special terms if payment is not timely. Failure to pay as agreed constitutes a material breach of this Agreement. Any changes to the order may result in price adjustments, including those required by permitting or engineering specifications under local codes.

7. Changes or Modifications. All changes to the Product must be documented in a written Change Order, using Synergy’s standard form, and signed by both parties. Approved changes may result in adjustments to the Price. No changes are valid unless made in writing and executed by both parties.

8. Lien Rights. Synergy retains all lien rights available under local law to secure payment for the Product provided under this Agreement. Synergy shall not be liable to the Client for exercising those rights if payment is not made in accordance with this Agreement.

9. Permits, Licenses and Compliance with Law. Client is solely responsible for obtaining all required permits and must keep them visible on-site. Synergy will comply with all applicable laws, regulations, and codes, including those governing safety, construction, employment, and environmental standards. Synergy is not responsible for verifying the adequacy of permits. The Client will bear all costs resulting from any work suspension, including de-mobilization, re-mobilization, or the removal and reinstallation of the Product.

10.  Taxes. Synergy will comply with all applicable tax laws related to the sale of the Product. If the Product qualifies for a tax exemption, the Client must provide valid exemption certificates at the time of order. The Client agrees to indemnify and hold Synergy harmless for any tax liability resulting from incorrect or misclassified exemption claims.

11. Insurance. Synergy shall maintain general liability insurance with limits of at least $1,000,000 per occurrence and a minimum of one year of completed operations coverage. The policy shall include a 30-day written notice to the Client in the event of cancellation or material changes. If the Client requests to be named as an additional insured, Synergy may adjust the Project Fee to cover the cost of the endorsement. Both parties agree to waive subrogation rights for claims paid under applicable insurance policies related to the Project.

12. Indemnification. Client agrees to indemnify and hold harmless Synergy, including its officers, directors, employees, agents, members, successors, and assigns (“Indemnified Parties”), from any and all claims, losses, or liabilities arising out of or related to Client’s failure (or that of its agents, employees, or customers) to follow Synergy’s instructions, warnings, or recommendations, including but not limited to ASTM #C754, 8.1 Product Storage Standard; noncompliance with applicable federal, state, or local laws, regulations, or building codes (including OSHA); or negligence by Client or its representatives in connection with the installation, handling, or use of the Product.

LIMITATION OF LIABILITY. IN NO EVENT SHALL SYNERGY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PURCHASE OR USE OF THE PRODUCT, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SYNERGY’S TOTAL LIABILITY, IF ANY, SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE PRODUCT. SOME STATES DO NOT ALLOW LIMITATIONS ON CERTAIN DAMAGES; IF APPLICABLE, SYNERGY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Authorized Representatives. A duly authorized Synergy representative will be available within two business days of Client’s request to address any issues, changes, or matters related to the performance of the Work.

14. Warranty. Upon full payment, Synergy warrants that the Product will be free from defects in materials and workmanship for one (1) year from the date of delivery (“Warranty”). Minor cosmetic imperfections not visible from more than six (6) feet away are excluded. After the initial warranty period, any applicable manufacturer warranties will apply. This Warranty does not cover damage resulting from improper use, installation, maintenance, or site conditions; unauthorized modifications; neglect, abuse, accidents, acts of God; failure to follow Synergy’s instructions or manuals; installation over unsuitable terrain or without required permits; or corrosion due to proximity (within 100 yards) to saltwater. Synergy is not responsible for mold, mildew, or other toxic torts and expressly disclaims all related liability. Synergy’s sole obligation is, at its option, to repair or replace defective components. Warranty claims must be submitted in writing with supporting photographs. Products must be returned within 30 days, freight prepaid, with a return authorization number clearly marked. Synergy has no obligation to perform warranty work until the Project Fee is paid in full.

THIS WARRANTY IS EXCLUSIVE AND CONSTITUTES THE CLIENT’S SOLE REMEDY. SYNERGY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, HABITABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS OTHERWISE REQUIRED BY LAW. IN NO EVENT SHALL SYNERGY’S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCT, NOR SHALL SYNERGY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. CLIENT MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE STATE LAW.

15. Returns. Products may only be returned with prior written authorization from Synergy, at Synergy’s sole discretion. If a return is approved, Synergy will issue a return authorization number, which must be clearly marked on the return packaging. All authorized returns are subject to a minimum 30% restocking fee, and the Client is responsible for return shipping, insurance, and any repackaging labor. The Client bears all risk of loss during return transit. Unauthorized returns will be refused and returned to the Client at the Client’s expense. If delivery is delayed due to the Client’s failure or refusal to pay or accept the Product, Synergy may store the Product at the Client’s expense and risk until final delivery can be completed.

16. Termination of this Agreement. Either party may terminate this Agreement for cause if the other party materially breaches its obligations and fails to cure the breach within thirty (30) days of receiving written notice provided the terminating party is not also in material breach. However, Client’s failure to pay Synergy’s invoices when due shall be considered a material breach that does not require a cure period. In such cases, Synergy may terminate the Agreement immediately by written notice. Upon termination by Synergy, Client shall promptly pay for all work completed or fabricated to date, including demobilization costs and the cost of any materials that cannot reasonably be reused, resold, or canceled.

17. Disputes and Settlement. All disputes or claims under this Agreement must first be submitted to mediation, and if unresolved, to binding arbitration in accordance with the Construction Industry Rules of the American Arbitration Association (AAA). Venue shall be Lancaster County, SC, unless the parties agree otherwise. Each party shall promptly provide written notice of any claim. Mediation fees will be shared equally, and arbitration costs will be allocated per AAA rules. The arbitrator may not award punitive or exemplary damages but may award the prevailing party its arbitration costs and AAA related fees. The prevailing party in any court action to enforce a mediated settlement or arbitration award may recover reasonable attorney’s fees and court costs. Synergy is not required to participate in, nor be bound by, dispute resolution proceedings involving the Client and any third party, including the Client’s customers. In no event shall either party be liable to the other for incidental, consequential, indirect, or punitive damages.

18. Miscellaneous. Synergy is an independent contractor, not an employee, agent, or representative of the Client. This status also applies to Synergy’s subcontractors and personnel. All notices must be in writing and delivered with confirmation of receipt. Email is acceptable, and notice is effective upon confirmed delivery. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement is governed by the laws of the State of South Carolina. No waiver of any breach shall be deemed a waiver of any future breach. This Agreement is the entire understanding between the parties and supersedes all prior agreements. It may only be modified in writing and signed by both parties. This Agreement is not effective unless signed by an authorized representative of Synergy.

19. Trademarks and Trade Names. Client acknowledges that all brand names, trade names, and trademarks associated with the Product (collectively, the “Marks”) are the exclusive property of Synergy. Purchase of the Product does not grant Client any rights in the Marks. Client may not use the Marks without Synergy’s prior written consent.

20. Proprietary Information / Non-Disclosure. All drawings, designs, specifications, plans, data, and other proprietary information disclosed by Synergy to the Client in connection with an order remain the exclusive property of Synergy. Clients acquire no rights in such information unless expressly granted in writing. Client agrees not to use or disclose any such information except as authorized in writing by Synergy. Client acknowledges that this information is confidential and constitutes valuable and unique business assets of Synergy.

21. Miscellaneous. Synergy is an independent contractor, not an employee, agent, or representative of the Client. This status also applies to Synergy’s subcontractors and personnel. All notices must be in writing and delivered with confirmation of receipt. Email is acceptable, and notice is effective upon confirmed delivery. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be amended to the extent necessary to be enforceable, and all remaining provisions shall remain in full force and effect. This Agreement is governed by the laws of the State of South Carolina. It constitutes the entire agreement between the parties and supersedes all prior understandings or agreements. It may only be modified in writing and signed by both parties. This Agreement is not effective unless signed by an authorized representative of Synergy. 

22. No Waiver. No waiver of any term or delay in enforcing any right shall be deemed a continuing waiver or create an expectation of non-enforcement of that or any other term or right.

23.  No Assignment. Client may not assign or transfer any rights or obligations under this Agreement without Synergy’s prior written consent.

24. Entire Agreement. These Terms and Conditions, together with the Order, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous oral or written communications, proposals, and representations. No modification shall be valid unless made in writing and signed by both parties.

Client acknowledges that they have read and understand all terms and conditions of this Agreement and hereby agree to such terms and conditions. Client hereby authorizes Synergy to furnish the Order in accordance with the terms herein.