Pro Sales Contract Terms and Conditions
This order is accepted upon, and subject to, the standard conditions of sale below, which supersede all prior agreements, understandings, representations or warranties. Any different or additional terms or statements subsequent to the acceptance of this order will not be binding upon the Company unless accepted in writing by an officer of the Company.
1. (Quotations): Quotations are subject to acceptance within 10 days. Quotations are based on the cost of materials on the date of the quote. If changes occur in cost of material, prior to acceptance, the right is reserved to change the price quoted. Subsequent orders will be subject to price revision if required. Quotations only include applicable taxes as of the current date and are subject to change based upon subsequent rate fluctuations. Errors in arithmetic are subject to correction. Errors in pricing are also subject to correction with customer's approval. In the event that the customer does not approve, the Company reserves the right to cancel the order.
2. (Alterations and Specifications) Prices quoted herein are based upon Company's understanding of the customer's specifications, site conditions and instructions. Any subsequent changes which would result in additional costs will be customer approved.
The entire unpaid balance shall be due and payable prior to delivery of materials to installers.
3. (Cancellations) Should circumstances cause the cancellation or re-selection of material after 72 hours, a cancellation charge of 100% of the selling price of the material will be assessed and deducted from the customer's deposit.
4. The Company cannot be responsible for production or shipping delays. Every effort will be made to keep the customer informed of any unusual delays.
5. (Holding of Material) The company will hold the floor covering in the warehouse for 30 days from the date on which the order is placed. After 30 days, the order will be subject to cancellation. If the order is canceled, the 100% of the material selling price cancellation charge explained above will be applied. The deposit, less the cancellation charge, will be refunded within 14 days after cancellation.
6. (Delivery) Unless otherwise specified, the price quoted shall be for a single delivery of materials to the customer. Additional re-deliveries and services, including loose lay installation, will be billed at current rates. Any and all risk of loss for the materials shall pass to the customer once materials are delivered to the customer.
7. Products selected from the samples may vary in ap-pearance from the actual materials delivered due to dye lot, shade or color variations. Samples are approximate representations. It is the buyers' responsibility to inspect the materials at the job site before installation. No adjustments or cancellations will be allowed on installed materials or delivered materials after 24 hours.
8. The company shall not be responsible for any special, indirect, incidental or consequential damages, suffered by any party resulting from its error, delay or omission.
9. (Claims) Work performed shall be deemed to be acceptable to customer, unless Company is advised in writing within 10 days of completion of the order.
10. (Terms) 50% deposit is required to confirm the sale. Cash, personal checks and credit cards are accepted.
11. Past due accounts are subject to a maximum service charge permitted by law. If the customer becomes insol- any section of chapter of the Bankruptcy Code or under a transfer in fraud of its creditors, or if customer makes an is appointed for customer or its assets, or if customer is unable to meet its obligations as they become due, then the Company may forthwith terminate the customer's order. Such termination shall not prejudice the Company's rights to any amounts then due to the Company under the customer's order.
12. (Costs of Collection) Any and all costs incurred by the Company to collect past due monies including collection cost, interest, court costs and attorney's fees will be the responsibility of the customer/debtor.
13. (Taxes) Customer shall be responsible for all taxes on amounts, applicable to work completed for customer (except taxes based on the income of the Company) or in lieu thereof, shall provide Company with a tax exemption certificate acceptable to the appropriate tax authorities. Customer covenants and agrees to pay when due or reimburse and indemnify and hold the Com-pany harmless from such taxes arising now or hereafter imposed or assessed for the work performed.
14. (Warranties) The Company warrants only that all materials furnished will be free from defects. This warranty applies to the original purchaser. The liability of the Company for defective material under this warranty is limited to the replacement or correction
of said defective material, and no other claims or demands whatsoever shall be allowed.
The Company is responsible for the floor covering and not existing or subsequent conditions relating to the areas to be covered. Maintenance applicable to new floor covering is the sole responsibility of the customer. If there are any questions, contact your Pro Salesperson.
15. (Limitation of Liability) Liability of the Company
for any claim whether in contract, tort strict liability or otherwise for any loss arising out of or in connection with this order shall be limited to the purchase price of the order. Failure of the customer to present a written claim within 10 days of the installation shall constitute a waiver of all claims.
16. (Indemnification) Customer agrees to indemnify, defend and hold harmless the Company from and against any loss, cost, damage or expense arising from any and all liabilities, claims or demands for injury or damage or alleged to have been caused by, any act or omission of the Company or any of its employees, contractors or agents (except for injury or damage caused by the sole negligence of the Company).
17. (Force Majeure) If performance of the Company's obligations hereunder is prevented or impaired due to the elements, or other casualty, condemnation, govern-mental actions, interruptions of power or communica-tion, transportation problems, or any other cause beyond Company's reasonable control, Company shall have such additional time to perform as may be reasonably necessary in the circumstance.
18. (refunds) All authorized refunds will be issued from the accounting office within a two week period.
19. (Discrepancy Payments) Any discrepancy payments should be sent to Credit Department, 2430 East Kemper Road, Cincinnati, OH, 45241.
20. (Governing Law; Arbitration; Forum) This Agreement shall be governed by and interpreted in accordance with the laws the state of Ohio, without giving effect to the choice of law provisions thereof. Customer agrees that with the exception of collection matters, the Company may settle any controversy or claim arising out of or relating to this Agreement or the breach thereof by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Emergency Interim Relief Procedures, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Cincinnati, Ohio, or at such other place as may be selected by mutual agreement. For purposes of judicial enforcement of an arbitration judgment, each of the parties hereby consents to service of process, personal jurisdiction and venue in the state and federal courts located in Hamilton County, Ohio.
21. (Prevailing Party) If a lawsuit is filed by either party to this agreement, the prevailing party shall be entitled to an award of it’s attorney’s fees incurred.