Terms & Conditions

1. OFFER. This writing constitutes an offer or counter-offer by LaForce, Inc. ("Seller") to sell products or work described herein in accordance with these terms and conditions, is not an acceptance of any offer made by Buyer, and is expressly conditioned upon assent to these terms and conditions. Seller objects to any additional or different terms contained in any purchase order or other communication previously or hereafter provided by Buyer to Seller. No additional or different terms or conditions will be binding upon Seller unless specifically agreed to in writing.

2. PAYMENT TERMS. To approved credit, payment terms are net 30 days from the date of Seller's invoice with no retainage. Past due balances are subject to 1.5% per month interest. Buyer expressly waives any contingent payment terms. Nothing will require Seller to continue performance if timely payments are not made to Seller for work performed or stored materials. Buyer will pay all costs of collection, including court and reasonable attorney fees to collect delinquent balances. There will be a $25 processing fee for all checks returned by the bank for any reason. When a check is returned, Seller reserves the right to require payment by cash or certified funds.

3. CREDIT. Unless cash is paid at time of order, all sales are conditioned upon approval of credit by Seller on the Buyer and project financing at the time of sale. Buyer will provide Seller, upon request, with the legal description of the property, the name, address and representative of the Owner, a copy of any performance and payment bond, and evidence of adequate owner project financing. The Buyer will promptly notify Seller of material changes in the Buyer's or Owner's identity or financial arrangements. Seller will not be obligated to commence or continue work unless adequate assurance of payment is received.

4. TAXES AND OTHER CHARGES. All sales tax, use tax, occupation tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any government authority will be paid by Buyer unless otherwise stated in writing by Seller.

5. RETURNS. Special order materials are non-returnable. In - stock materials may not be returned nor credit allowed without the Seller's prior authorization. Authorized returns of in - stock materials in good saleable condition are credited at invoice price less restocking (45%) and handling charges. Saleable condition means new merchandise in original, undamaged and unmarked boxes accompanied by a valid receipt and returned within 90 days. All items purchased by check require a 15 - day waiting period before a return may be authorized. All items purchased by credit card will be credited to the original credit card only.

6. MATERIALS ONLY. No hoisting, staging, labor, glass, installation or erection of material is included unless otherwise stated in writing by Seller.

7. BACKCHARGES. Seller will be given advance notice and a reasonable opportunity to correct any problems caused by it. No back charges will be valid unless agreed upon in writing by Seller before the work is executed.

8. FIELD VERIFICATION. No field verification or measuring is included unless stated in writing by Seller. Seller is entitled to rely on the accuracy and completeness of the plans and specifications provided to it.

9. ESCALATION. If Seller includes shop drawings, Seller's prices are subject to change upon notice unless Buyer provides approvals and answers to engineering questions to Seller within 30 days from receipt of shop drawings. In all other cases, Seller's reserves the right to change prices.

10. DELIVERY AND FORCE MAJEURE. All Seller delivery is FOB jobsite, bulk delivery to the tailgate of the delivery truck unless otherwise stated in writing by Seller. No sorting or sequencing is included. Buyer is responsible for unloading, hoisting and staging of materials. Seller reserves the right to make delivery in installments.

Risk of loss and responsibility for securing and protecting the materials shifts to the Buyer after delivery of materials by Seller. To facilitate the processing of freight claims, the Buyer is responsible for checking materials upon receipt, for noting any shortage or damage on the carrier's delivery receipt, and for notifying Seller in writing of any shortage or damage within 10 calendar days after delivery. Failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by Buyer. Buyer will secure any damaged material for a reasonable amount of time to allow for inspection and or salvage by the carrier.

Deliveries will be made within Seller's quoted factory leadtimes. Seller will not be liable for any damage as a result of any delay or failure to deliver due to any cause beyond Seller's reasonable control, including, without limitation, any act of God, act of Buyer, embargo, or other governmental act, regulation, or request, fire, accident, war, natural catastrophes, sabotage, civil insurrection, labor disputes, delay in transportation, or inability to obtain necessary materials. In the event of such delay, the date of delivery will be extended for a period equal to the time lost because of the delay. Buyer's exclusive remedy for other delays and for the Seller's inability to deliver for any reason will be rescission of this agreement. Buyer expressly waives and Seller disclaims all consequential, contingent and liquidated damages whatsoever.

In the event Buyer requests delivery of materials in advance of Seller's factory leadtimes and Seller in its sole discretion can accommodate such a request, then Buyer will be responsible to pay Seller for extra quickship charges. Buyer will receive materials from Seller when the materials are ready to ship. In the event Buyer does not have suitable space for the materials when they are ready to ship and Seller, in its sole discretion, agrees to store materials in its own warehouse, Buyer will pay Seller for the stored materials within payment terms described above. Seller will provide an invoice, proof of insurance, photos, and a bill of sale. Any other requirements including but not limited to physical inspection and bonding will be the sole cost of the Buyer.

11. LABELING, MARKING AND PACKAGING. If the Seller includes shop drawings, Seller will label hardware packages with it's standard hardware codes found in the related hardware schedule which will be provided to Buyer. Only those hardware items that are door specific (such as locksets with keyed cylinders) will be marked by door number. Hardware will be packaged on a like-kind basis. Hardware will not be packaged on a set by set basis. All packages will be marked with the related hardware schedule code (not hardware set numbers). Seller will mark opening numbers on all doors and frames.

12. WARRANTIES. SELLER'S WARRANTY FOR DEFECTIVE MATERIALS AND WORKMANSHIP WILL BE FOR A PERIOD OF ONE YEAR FROM THE DATE OF SUBSTANTIAL COMPLETION OF SELLER'S WORK UNLESS OTHERWISE SPECIFICALLY AGREED TO IN WRITING SIGNED BY SELLER. SELLER'S ONLY LIABILITY WHETHER IN TORT, OR IN CONTRACT UNDER THIS WARRANTY IS TO REPLACE OR REPAIR PRODUCTS FOUND TO BE DEFECTIVE IN MATERIAL AND/OR WORKMANSHIP. SELLER WILL HAVE NO LIABILITY TO PAY ANY COST FOR REPAIR WORK PERFORMED BY ANYONE OTHER THAN SELLER, UNLESS IN EACH INSTANCE SELLER HAS GIVEN PRIOR WRITTEN APPROVAL OF SUCH REPAIR. THIS WARRANTY EXCLUDES IMPROPER INSTALLATION, ORDINARY WEAR AND TEAR, FAILURE TO EXERCISE NORMAL MAINTENANCE, MISUSE AND NEGLECT BY OTHERS AND IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY SELLER.

13. SCOPE OF WORK AND PERFORMANCE. Seller's scope of work will include only the work set forth in Seller's quotation. No terms or conditions or other document that Buyer includes in any agreement by reference will be binding on Seller unless a copy of any such terms or conditions or document has been furnished to Seller prior to time of sale and unless expressly accepted in writing by Seller. Notwithstanding any higher standard stated elsewhere, Seller's work will be of commercially acceptable quality and free from defects not inherent in the type of work.

Seller will have no obligation to proceed with changes to the scope of work unless the changes are billable and agreed upon in writing by the Seller. Seller's entitlement to adjustments in time or price for changes in work will not be contingent upon or limited to the amount that the Buyer receives from it's customer. Under no circumstances does Seller waive its right to payment for extra work performed by Seller pursuant to instructions from the Buyer. Under no circumstances will Seller be required to provide copies of invoices, quotes or other documents of sensitive nature relating to manufacturer pricing.

14. PRESCRIPTIVE SPECIFICATIONS AND CODE COMPLIANCE. Seller includes all materials reasonably inferable from architectural documents furnished to Seller to produce the indicated results. The architect has sole design responsibility and is responsible for providing complete and accurate architectural documents that ensure the specified components operate well and in compliance with all codes and regulations. If LaForce discovers or is made known of any noncompliance with codes and regulations, LaForce will promptly report it to the Buyer. However, any cost associated with materials that are not indicated in the architectural documents but needed to comply with the codes and regulations will entitle LaForce to a reasonable price adjustment.

15. INSTALLATION. If installation is included in Seller's scope of work, then the project schedule and any modification will allow Seller a reasonable time to complete it's work in an efficient manner considering the completion date. Seller will be entitled to an equitable adjustment in the price of the work, including but not limited to any increased costs of labor, including overtime, or materials, resulting from any change of schedule, acceleration, out of sequence work or delay caused by others for whom Seller is not responsible. Seller will not be required to commence or continue work unless sufficient areas are ready to ensure continuous work. Buyer will supply all temporary site facilities and utilities without cost to Seller unless specifically accepted in writing by Seller. Buyer will allow Seller to utilize non-union labor at Seller's sole discretion.

16. CONTRACT PROCEEDURES. Buyer will not require any contract procedures or any forms that have not been provided to Seller prior to time of sale and unless expressly accepted by Seller in writing. All lien waiver or release forms requested prior to payment will be expressly conditioned upon receipt of actual payment by Seller.

17. RELEASES. Any form or contract language wherein Seller purports to release the Buyer, Owner or design professional is hereby qualified by the following language whether or not Seller specifically adds the language: "This release will apply only to work for which payment has been received in full by Seller; will not apply to retention; will not apply to unbilled changes, to claims which have been asserted in writing or which have not yet become known to Seller; and will be conditional upon receipt of funds to Seller's account."

18. INDEMNIFICATION AND INSURANCE. Any indemnification or hold harmless obligations of Seller will extend only to claims relating to bodily injury and property damage and then only to that part of proportion of any claim, damage, loss or defect that results from the negligence or intentional act of the indemnitor or someone for whom it is responsible. Seller will not have a duty to defend. Seller will not be required to name additional insureds, nor waive subrogation of any of Seller's carriers. Seller will maintain insurance with coverage and limits only as provided by Seller's existing insurance program evidenced by its certificate of insurance available upon request.

19. TERMINATION. In the event of any termination by the Owner or by the Buyer which is not justified by a default of Seller, Seller will be entitled to payment from the Buyer for all costs incurred by Seller for which Seller has not received payment, including, but not limited to, reasonable overhead, profit, expenses and damages, including attorneys' fees and interest.

20. LIEN AND CLAIM RIGHTS. Seller may take all steps reasonably necessary to preserve and enforce its lien and bond rights, and make any claims against the Buyer, the project, or otherwise as allowed by law.

21. DISPUTE RESOLUTION. Any disputes will be governed by the laws of the State of Wisconsin and the federal or state courts in the State of Wisconsin will have exclusive jurisdiction and venue, and any arbitration will be conducted in the State of Wisconsin. Should either party employ an attorney to institute litigation or arbitration the prevailing party will be entitled to recover reasonable attorneys' fees, costs and expenses incurred.

22. MBE/WBE/DBE. No minority, women, or disadvantaged participation, residency, or other similar requirements included unless otherwise stated in writing by Seller.

23. INSPECTION. Buyer will not have the right to inspect the facilities, books and records of the Seller.

24. SHOP DRAWINGS. If Seller provides shop drawings, they will be submitted in horizontal form listing each opening individually by item number sequence and this form will be accepted by Buyer.

25. TRADENAMES ON PRODUCT. Seller will be permitted to provide products with tradenames on them.

26. UNIT PRICING. No prices will be binding on Seller as unit pricing unless otherwise stated in writing by Seller. If applicable, Seller's unit prices will be firm for additions until the time of approval of shop drawings by the Architect; after approval add 33% for lost discounts, additional freight and handling. Deletions are as listed less 25% until time of approval; after which deletion may no longer apply. Unit prices are based on normal factory leadtimes.

27. GOVERNING PROVISIONS. THESE TERMS AND CONDITIONS SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN SELLER AND BUYER, AND SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF WISCONSIN AND THE U.S. (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS). THERE ARE NO CONDITIONS AFFECTING THIS AGREEMENT, WHICH ARE NOT EXPRESSED HEREIN.