PRICES: All prices are subject to price in effect at time of shipment by Stock Building Supply, Inc. or its subsidiary (in either case hereinafter, "Stock"). All price quotations are valid only for materials shipped during the month indicated on the quotation or price list. All prices quoted without sales tax shall have such tax added thereto. Plans, estimates and take offs are solely estimates and are not guaranteed.
PAYMENT: Except as otherwise provided in this Section 2 or on the face of this document, all invoices shall be paid in full within thirty (30) days following invoice date. IF A CONSTRUCTION LOAN IS OBTAINED, OR THE END MORTGAGE CLOSING OCCURS, OR FUNDS GENERALLY DESIGNATED FOR PAYMENT FOR MATERIALS AND/OR SERVICES ARE ADVANCED TO CUSTOMER, PAYMENT TO STOCK IS DUE AND PAYABLE IN FULL AT THE TIME OF SUCH LOAN, CLOSING OR ADVANCE OF FUNDS.
If such payment is not immediately made after such loan, closing, or advance of funds, the officers or other individuals signing on behalf of Customer shall automatically and unconditionally become joint and several personal guarantors of such payment.
SERVICE CHARGES: IF ANY AMOUNT REMAINS UNPAID AFTER THE DUE DATE SPECIFIED ABOVE, THEN A TIME PRICE DIFFERENTIAL (SERVICE CHARGE) EQUAL TO THE LESSER OF (a) ONE AND ONE HALF PERCENT (1.5%) PER MONTH AND (b) THE MAXIMUM MONTHLY RATE ALLOWED BY APPLICABLE LAW, SHALL BE APPLIED AND ADDED TO THE OUTSTANDING BALANCE, ON A DAILY BASIS, UNTIL PAID.
WAIVER OF LIENS: Full payment shall be required prior to, or at the time of, issuance of any such waiver.
CREDIT CHECKS: Each principal of Customer hereby individually grants Stock permission to investigate and verify their individual credit information at the sole discretion of Stock for the purposes of extending credit to the Customer. The Customer hereby grant(s) Stock permission to report information regarding Customer to proper persons and/or credit bureaus, as determined by Stock in its sole discretion.
DELIVERY/ACCEPTANCE: Delivery of materials to job site constitutes delivery to Customer, regardless of whether Customer or his agent is at the site at time of delivery. Stock shall not be responsible for failure or delay in delivery. Customer waives any claims for damages arising by virtue of delay in delivery of material by Stock, regardless of the cause of delay. All materials not rejected within forty eight (48) hours after delivery at job site shall be deemed to have been inspected and accepted by Customer and Customer agrees that it may not thereafter reject or revoke acceptance of such materials.
RETURNS: All stock items returned to Stock for credit are subject to a handling charge of up to twenty five percent (25%). No credit shall be allowed on special millwork, special order items, non-stock items, other specialty merchandise, nor on dirty, damaged or unusable merchandise.
CREDIT APPROVAL: Stock¹s obligation to deliver materials to or perform services for Customer shall be conditioned upon Customer¹s continuous credit approval.
DISCOUNTS: In the event Stock files a construction/materialman¹s lien against a project to ensure payment, all discounts are subject to revocation at the sole discretion of Stock. All discounts are applicable so long as Customer¹s account(s) with respect to all purchases from Stock are not in default.
DEFAULT: Should Customer default hereunder in any way whatsoever, all amounts owed by Customer shall become immediately due and payable. In the event the account is placed for collection, Customer and its principals and guarantors agree to pay all expenses of collection permitted by law and incurred by Stock including, but not limited to, attorneys¹ fees.
BILLING ADJUSTMENTS: Any claims for adjustments or corrections of billings must be made within five days of receipt of invoice.
VENUE/APPLICABLE LAW: Any action between the parties hereunder shall be brought and heard in, and this agreement shall be governed by and enforced in accordance with the laws of, the state in which the majority of materials are delivered and/or services performed.
LIMITED WARRANTIES: All manufacturers¹ warranties for material sold by Stock shall be assigned to Customer. All labor performed by Stock is warranted to be free from improper workmanship for a period of one (1) year from the date of performance.
EXCLUDED WARRANTIES: EXCEPT AS EXPRESSLY PROVIDED ABOVE, THERE ARE NO WARRANTIES MADE WITH RESPECT TO THE FURNISHING OF LABOR OR MATERIALS BY STOCK, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR THE IMPLIED WARRANTY OF MERCHANTABILITY.
LIMITATION OF REMEDIES: IN NO EVENT SHALL STOCK BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY. THE MAXIMUM LIABILITY OF STOCK SHALL NOT EXCEED THE AMOUNT OF CONSIDERATION RECEIVED BY STOCK FOR THE APPLICABLE MATERIALS OR SERVICES GIVING RISE TO SUCH LIABILITY. CUSTOMER
(a) ACKNOWLEDGES THAT THE WARRANTIES SET FORTH HEREIN SHALL BE ITS SOLE AND EXCLUSIVE REMEDY
(b) WAIVES ALL OTHER REMEDIES, WARRANTIES, GUARANTIES AND LIABILITIES, EXPRESS OR IMPLIED, AND
(c) ACKNOWLEDGES THAT STOCK SHALL HAVE NO LIABILITY OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
APPLICABILITY/CONFLICTS: This agreement shall govern and apply to any and all purchases, whether for materials or services, made by Customer from Stock, or any division or predecessor thereof, at any time whatsoever, whether past, present or future, and supersedes all prior agreements between Stock and Customer. In the event that any terms of this agreement conflict with terms of any other agreement between Stock and Customer, including, without limitation, any purchase order submitted by Customer or any other writing, then, in each instance, the terms of this agreement shall prevail in all respects, notwithstanding any language in such other agreement to the contrary.
Customer hereby acknowledges that this provision is a material inducement to Stock conducting business with Customer.