Effective September 19, 2025
These Special Order Products Terms and Conditions (“Terms and Conditions”) apply to any Special Order Products purchased from Simpon Strong-Tie Company, Inc. (“Simpson Strong-Tie”). These Terms and Conditions may be updated by Simpson Strong-Tie from time to time.
2.1. Acceptance of Purchase Orders. Subject to these Terms and Conditions, Simpson Strong-Tie shall acknowledge in writing and accept or reject, within seventy-two (72) hours after receipt thereof, all Purchase Orders submitted by Customer. On each acknowledgment, Simpson Strong-Tie shall include a delivery date (“Delivery Date”) based on the requested delivery date identified in the Purchase Order and the applicable manufacturing lead time for the Special Order Product.
2.2. Purchase Order Terms. Simpson Strong-Tie’s acceptance of any Purchase Order is expressly made conditional on Customer’s agreement to the terms of these Terms and Conditions, and each Purchase Order is to be governed solely by the Agreement. If the terms of any future Purchase Order or other communication conflict with or are in addition to the terms of the Agreement, the terms of the Agreement shall take precedence, supersede and control regardless of execution of such Purchase Order or other document and such conflicting or additional terms are expressly rejected and shall be of no force and effect unless the parties execute a written amendment to the Agreement that expressly identifies the specific sections of the Agreement being amended.
2.3. Changes to Purchase Orders. All Special Order Products are non-cancellable, non-refundable and non-returnable. If Customer desires at any time to make changes to the Purchase Order or Specifications, Customer may request changes in writing to Simpson Strong-Tie and such changes may be accepted or rejected by Simpson Strong-Tie in its absolute discretion.
2.4. Customer Delayed Shipping; Storage. If Simpson Strong-Tie has commenced or completed the manufacture of any Special Order Products in accordance with the applicable Specifications and the Customer, for any reason, fails to take delivery of such Special Order Products on the Delivery Date or requests a deferral of delivery, then (a) such Special Order Products shall be deemed delivered as of the originally scheduled Delivery Date (the “Deemed Delivery”) for purposes of invoicing and payment under Section 4.2; (b) Simpson Strong-Tie may, at its absolute discretion, issue Customer an invoice for: (i) the portion of the Purchase Price (as defined below) corresponding to the percentage of the fabrication completed as of the Delivery Date, as reasonably determined by Simpson Strong-Tie, or (ii) the full Purchase Price if fabrication is complete; (c) Customer shall pay such invoice in accordance with Section 4.2; and (d) Simpson Strong-Tie may store the completed or partially completed Special Order Products onsite at Simpson Strong-Tie’s facilities or offsite at another location selected by Simpson Strong-Tie, in each case, at Customer’s sole risk and expense. Storage charges shall include all reasonable costs incurred by Simpson Strong-Tie for handling, storage, insurance and preservation of the Special Order Products, and shall accrue from the Delivery Date until the date of the actual shipment to Customer. Title and risk of loss shall pass to Customer upon the Deemed Delivery. Notwithstanding the foregoing, this Section 2.4 shall not apply to the Customer’s rejection of a delivery of Special Order Products pursuant to Section 3.1.
2.5. Late Deliveries. Customer acknowledges and agrees that delivery of any Special Order Products may be delayed by, among other factors, supply chain disruptions, insufficient manufacturing capacity, transportation issues, force majeure events and other factors. Simpson Strong-Tie shall use commercially reasonable efforts to communicate any known issues with delivery time to Customer, and the parties shall reasonably cooperate to resolve any issues caused by any such delivery delays. If Simpson Strong-Tie has reason to believe that a shipment will not meet the Delivery Date, Simpson Strong-Tie will provide written notice thereof to Customer promptly after Simpson Strong-Tie becomes aware of any such delay.
2.6. Force Majeure. Neither party will be liable to the other for damages for any failure to perform when required any obligation under the Agreement, including any failure to meet a Delivery Date, when the failure is due to strike, lockout, fire, flood, earthquake or other natural disaster or acts of God, epidemic, pandemic, quarantine, freight embargo, governmental or administrative prohibition, changes in laws or regulations, accident, riot, war, civil commotion, act of public enemies or terrorists, generalized lack of availability of raw materials or energy, supply chain disruptions or other cause beyond such party’s reasonable control. If such an event of force majeure occurs, a party’s obligations under the Agreement shall be suspended during the period of delay caused by the force majeure and shall be automatically extended, without penalty, for a period equal to the period of such suspension; provided that no force majeure event shall discharge, delay or otherwise affect the obligation of Customer to pay for Special Order Products delivered to Customer pursuant to the Agreement.
3.1. Acceptance and Rejection. Customer shall inspect all Special Order Products within three (3) days of delivery thereof. Without limiting Customer’s separate remedies for breach of warranty, Customer may reject any Special Order Products delivered under the Agreement that is damaged, or that does not comply in all material respects with any applicable Specifications (a “Defective Special Order Product”), by giving written notice of such Defective Special Order Product to Simpson Strong-Tie within three (3) days after delivery thereof, which notice shall include a description of any discrepancy between type and quantity ordered and the type and quantity delivered to Customer and of any defect in such Special Order Products. Customer shall be deemed for all purposes to have accepted all Special Order Products that Customer does not so reject, which acceptance shall be deemed to include Customer’s acknowledgement that such Special Order Products conform to the applicable Specifications and Purchase Order. Customer shall return Defective Special Order Products to Simpson Strong-Tie in accordance with Simpson Strong-Tie’s reasonable instructions. Simpson Strong-Tie shall have the right to confirm any discrepancy or defect alleged by Customer in any rejection notice. Simpson Strong-Tie is not responsible for any costs or expenses incurred in connection with any inspection (other than by Simpson Strong-Tie employees) of any Special Order Product. If Simpson Strong-Tie elects to repair or replace any Special Order Products, Simpson Strong-Tie shall have a reasonable time to do so. With respect to any Defective Special Order Product that has been properly rejected pursuant hereto, Customer shall not be required to pay for such Defective Special Order Product under Section 4.2 or the costs of returning such Defective Special Order Product to Simpson Strong-Tie. Simpson Strong-Tie shall promptly replace such Defective Special Order Product, and Customer shall pay Simpson Strong-Tie for such replacement Special Order Products in accordance with Section 4.2. In the event that Customer has already paid for the Defective Special Order Product, Simpson Strong-Tie shall replace such Defective Special Order Product at its own expense.
3.2. Quality Control. Simpson Strong-Tie shall maintain quality assurance and quality control programs reasonably designed to maintain quality control in the production and manufacture of the Special Order Products.
4.1. Prices. Simpson Strong-Tie may at any time, by not less than sixty (60) days prior written notice to Customer, increase or decrease any of the Special Order Product purchase prices (the “Purchase Prices”). Subject to the foregoing, any change in any of the Purchase Prices shall become effective at the later of (a) thirty (30) days from the date Simpson Strong-Tie notifies Customer thereof, and (b) such later date as specified in the notice.
4.2. Payment Terms. Simpson Strong-Tie shall invoice Customer: (i) with each shipment, or (ii) upon Deemed Delivery under Section 2.4 for the applicable portion of the Purchase Price as provided therein. Customer shall pay Simpson Strong-Tie the Purchase Price in full within thirty days from the date that Simpson Strong-Tie delivers such invoice to Customer. Payments that are past due shall accrue interest from and after the due date at the lesser of (a) one and one-half percent (1.5%) per month and (b) the maximum rate permitted by law. All payments due pursuant to this Section 4.2, including interest, are to be made by Customer in U.S. dollars without reduction for taxes (including withholding and value added taxes, duties and such other amounts that are or may be imposed by any governmental authority, all of which shall be paid when due by Customer) and without other reduction or offset. For avoidance of doubt, Customer’s obligation to pay any invoice issued pursuant to Section 2.4 shall not be conditioned on actual physical delivery or receipt of the Special Order Products.
5.1. Disclaimer. SIMPSON STRONG-TIE EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SPECIAL ORDER PRODUCTS, AND EACH SPECIAL ORDER PRODUCT IS PROVIDED TO CUSTOMER “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANT OF ANY KIND. ANY SERVICES PROVIDED BY SIMPSON STRONG-TIE ARE PROVIDED TO CUSTOMER “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND SIMPSON STRONG-TIE ASSUMES NO LIABILITY FOR ANY REPRESENTATIONS OR STATEMENTS MADE AS PART OF ANY SERVICES. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE GIVEN BY SIMPSON STRONG-TIE EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. THE REMEDIES OF CUSTOMER OR ANY THIRD-PARTY FOR ANY BREACH OF ANY WARRANTY IN THIS SECTION 5 OR FOR ANY DEFECTIVE SPECIAL ORDER PRODUCT SHALL BE LIMITED, AT SIMPSON STRONG-TIE’S ABSOLUTE DISCRETION, TO EITHER REPAIRING OR PROVIDING A REPLACEMENT FOR SUCH SPECIAL ORDER PRODUCT. THIS REMEDY CONSTITUTES SIMPSON STRONG-TIE’S SOLE OBLIGATION AND LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCLUDES ANY LABOR OR OTHER COSTS INCURRED IN CONNECTION WITH A WARRANTY CLAIM. CUSTOMER ASSUMES ALL RISK AND LIABILITY ASSOCIATED WITH ANY USE OF THE SPECIAL ORDER PRODUCTS, INCLUDING BUT NOT LIMITED TO SUITABILITY FOR ITS INTENDED USE.
5.2. Design and Testing Disclaimer. Simpson Strong-Tie does not design or test Special Order Products manufactured to Customer Specifications, which are provided "AS IS" without representation or warranty regarding design adequacy or performance.
5.3. Public Works Disclaimer. Simpson Strong-Tie is not a contractor and shall have no obligations to comply with prevailing wage, certified payroll, apprenticeship, or other public works requirements unless such requirements expressly apply to manufacturers of goods supplied under the Agreement and are imposed by law.
6.1. Indemnification. Customer shall indemnify, defend, and hold harmless Simpson Strong-Tie, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (the “Simpson Strong-Tie Indemnified Parties”) from and against any and all claims, suits, demands and actions (collectively, “Claims”) as well any and all damages, claimed losses, liabilities, costs and fees (including reasonable attorneys’ fees) in each case suffered or incurred by any of Simpson Strong-Tie Indemnified Parties arising out of or related to the Special Order Products, any breach by Customer of any representation, warranty or covenant in these Terms and Conditions, or any noncompliance by Customer with applicable law, rule or regulation; provided that Customer shall have no indemnification obligation under this Section 6.1 to the extent any Claim arises out of Simpson Strong-Tie’s gross negligence, willful misconduct or fraud.
6.2. Limitation of Liabilities. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL SIMPSON STRONG-TIE BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR DIRECT OR INDIRECT LOSS OF ANY KIND, OCCASIONED IN WHOLE OR IN PART BY, IN CONNECTION WITH OR ARISING OUT OF, THE AGREEMENT OR ANY SPECIAL ORDER PRODUCTS, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, PROPERTY DAMAGE, DEATH OR PERSONAL INJURY, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF SIMPSON STRONG-TIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL SIMPSON STRONG-TIE BE LIABLE TO CUSTOMER FOR ANY AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE TO SIMPSON STRONG-TIE FOR THE SPECIAL ORDER PRODUCTS THAT ARE THE SUBJECT OF THE EVENT OR OCCURRENCE GIVING RISE TO ANY CLAIM, DAMAGES OR LIABILITY, INCLUDING ANY LATE DELIVERY.
6.3. Governing Law. Disputes. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. Any disputes arising under this Agreement shall be resolved exclusively between Customer and Simpson Strong-Tie in the state or federal courts located in San Francisco, California, and each party submits to the personal jurisdiction of such courts.
Except to the extent otherwise expressly set forth in the Agreement, Simpson Strong-Tie owns and shall retain all right, title and interest (including, without limitation, all intellectual property and confidentiality rights) in and to the Special Order Products. Nothing shall limit the rights of Simpson Strong-Tie to develop, design, manufacture, use, distribute, market or sell, in its absolute discretion, products similar or identical to the Special Order Products.
Simpson Strong-Tie is providing manufactured Special Order Products and shall not be deemed a subcontractor or construction service provider. Nothing in the Agreement shall be interpreted to require Simpson Strong-Tie to comply with construction-related obligations applicable to contractors or subcontractors, including but not limited to: site safety rules, certified payroll, prevailing wage, onsite performance, labor compliance documentation, or owner project flow-down terms, except where expressly required by law or agreed to in a signed writing by Simpson Strong-Tie.
The Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous correspondence, negotiations, understandings and agreements, written and oral, regarding the subject matter hereof. The Agreement shall not include, and Simpson Strong-Tie expressly rejects and shall not be bound by, any terms in any Purchase Order, or any other form, document, communication or written agreement: (a) related to Simpson Strong-Tie’s manufacture, sale or delivery of Special Order Products or Catalog Products that conflict with or are inconsistent with these Terms and Conditions; or (b) related to the manufacture, sale or delivery of products not supplied directly by Simpson Strong-Tie or to services or work performed by third parties, including any obligations, warranties or liabilities associated with other suppliers or third parties under the Purchase Order or any other written agreement or instrument between Customer and any third party. Customer and Simpson Strong-Tie agree that: (a) these Terms and Conditions shall supersede and replace any inconsistent or conflicting terms in any Purchase Order; and (b) the terms of the Agreement shall take precedence, supersede and control over all communications, either oral or written, between the parties. Except as otherwise set forth in a separate written agreement between the parties, the purchase, sale and supply of Simpson Strong-Tie’s Catalog Products shall be governed by Simpson Strong-Tie’s North America Standard Terms and Conditions of Sale, which are published at www.strongtie.com/information/terms-and-conditions-of-sale and are hereby incorporated by reference as if fully set forth herein.
Any term or provision herein may be amended, and the observance of any term, waived only by a writing signed by both parties hereto and expressly referencing the applicable term or provision of these Terms and Conditions. No waiver of any default hereunder or any provisions herein will be deemed to be a waiver of any other or subsequent default of any other term or condition, but will apply solely to the instance to which such waiver is directed. Upon termination of the Agreement for any reason: (a) these Terms and Conditions shall remain in full force and effect with respect to any outstanding or future Purchase Orders unless the parties enter into a written agreement to terminate or supersede the Agreement; and (b) Sections 4.2 and 5 through 10 will survive any such termination.
DEFINITIONS.
“Affiliate” of, or Person “Affiliated” with, a specified Person, is a Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified, and for this purpose “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” means the Spec Tech Request form, and these Terms and Conditions.
“Catalog Products” means Simpson Strong-Tie’s off-the-shelf or standard catalog products.
“Person” means natural person or partnership (general or limited), limited liability partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization or other entity or government, governmental department or agency or political subdivision thereof, domestic or foreign.
“Purchase Order” means any purchase order, including all attachments thereto, submitted by Customer to Simpson Strong-Tie with respect to the supply of Catalog Products or Special Order Products.
“Special Order Products” means any special order products, non-catalog products or modified versions of Catalog Products purchased from Simpson Strong-Tie Company Inc. which products may include, among others, designs that Customer provides to Simpson Strong-Tie, or versions of Catalog Products, in special sizes or with other modifications.
“Specifications” means any written specifications, drawings or other documents related to the Special Order Product that have been agreed upon in writing by the parties.
“Spec Tech Request form” means the Simpson Strong-Tie Spec Tech Request form pursuant to which Customer has requested to purchase a Special Order Product from Simpson Strong-Tie, and any other document or communication pursuant to which Customer has accepted these Terms and Conditions.