Standard Terms and Conditions

1. Entire Agreement

When accepted, this offer constitutes the entire agreement between the parties; No modification of this offer shall be binding on Seller unless accepted in writing by an authorized representative of the Seller.

2. Scope

This quotation covers only the materials itemized on the face hereof and not all materials that may be required on this project.

3. Acceptance

This offer must be accepted in writing within fifteen days from its date.

4. Changes

The manufacturers represented by the Seller reserve the right to make such changes in detail of design, construction and/or material furnished which in their judgement shall constitute an improvement. Any descriptive literature and/or drawings may be standard forms covering equipment and/or material of substantially similar type and character from which there may be variations. Buyer agrees to accept such changes.

5. Delivery

Unless otherwise provided on the face hereof, all shipments shall be made via common carrier and such shipments are at the sole risk of Buyer from and after delivery to the carrier, and Buyer assumes all responsibility for shortage, loss, delay or damage in transit after issuance to Seller by carrier of clean bill of lading.

6. Installation

Installation of the quoted material is the sole responsibility of Buyer, and its agent or contractor as the case may be. The inability of Buyer to take delivery or to have the quoted material installed due to labor trouble or for any other reason shall not excuse Buyer from its obligations to pay for the quoted material in accordance with agreed upon payment terms.

7. Shipment Dates

Shipment dates are estimates only. No contract will be made to ship in a specified time unless the Seller has a commitment in writing by an authorized representative of the manufacturer of the quoted material.

8. Delays

Seller shall not be responsible for any loss, liability or expense arising out of delays in delivery or transportation, or installation or out of its inability to make deliveries or otherwise to perform its obligations due to circumstances beyond its control, including but not limited to acts of God, acts of Buyer, results of civil or military priorities, fires, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, car shortages, strikes and inability to obtain quoted material from the manufacturer.

9. Warranty

The Warranties covering the described materials are those supplied by the manufacturer; Consequently, except as otherwise expressly stated herein, Seller makes no warranties which extend beyond the description of the face hereof nor as to merchantability or other quality, and Seller assumes no liability to any person, firm or corporation for damage or injury of any character occurring in respect to the materials itemized herein. All parts covered under warranty must be purchased from Access. Once the warranty claim has been processed, approved, and payment by the manufacturer is remitted, the Buyer will be refunded for the purchase price from Access, less any freight charges.

10. Buyers Remedies

Buyers remedies for any cause of action arising out of this sale (whether in contract or for negligence), shall be limited to return of the purchase price of the quoted materials and in no event shall Seller be liable for further loss, damage or expense (whether direct, foreseeable, consequential or special.)

11. Terms of Payment

Unless otherwise agreed with the prior approval of Seller’s credit department, terms of payment in full are as stated on the face hereof. THIS QUOTATION DOES NOT INCLUDE RETAINAGE OR HOLDBACK RIGHTS, EITHER IN FULL OR IN PART, FOR THE BUYER. No payment due hereunder shall be withheld or postponed because of unsuitable weather in which to test equipment or for any other cause. A 1% service charge per month (annual rate of 12%), will be made on past due accounts. This charge will be made 1½ months after the due date and will be computed retroactively to the due date. Seller reserves the right to required full or partial payment in advance of any shipment, or other payment arrangement, whenever in its judgment the financial condition of the Buyer does not justify shipment of the goods on the terms specified.

12. Cancellations

The cancellation of orders cannot be accepted if the manufacture of the quoted materials has commenced. In the event of cancellation, Buyer shall be liable for any loss caused Seller thereby, including but not by way of limitation, engineering costs, cost of special tooling purchased or prepared, and/or costs of special materials purchased, but in no event less than 15% of the purchase price.

13. Patents and Trademarks

Seller shall not be liable to Buyer for any liability or expense arising out of the infringement of third party domestic or foreign patents or trademarks.

14. Enforcement

In the event any dispute arises under this this Agreement, the parties agree that Wisconsin law shall govern, and that any litigation shall be venued exclusively in the Circuit Courts of Winnebago County, Wisconsin. Seller shall be entitled to all costs of collection, including reasonable attorney’s fees. Seller reserves all rights to assert and file liens in the state in which the materials/services were rendered; however, such action shall in no way be construed to be a waiver of the exclusive jurisdiction of Winnebago County Circuit Courts.

15. Wisconsin Lien Law Notice

AS REQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAW, CLAIMANT HEREBY NOTIFIES OWNER THAT PERSONS OR COMPANIES PERFORMING, FURNISHING, OR PROCURING LABOR, SERVICES, MATERIALS, PLANS, OR SPECIFICATIONS FOR THE CONSTRUCTION ON OWNER’S LAND MAY HAVE LIEN RIGHTS ON OWNER’S LAND AND BUILDINGS IF NOT PAID. THOSE ENTITLED TO LIEN RIGHTS, IN ADDITION TO THE UNDERSIGNED CLAIMANT, ARE THOSE WHO CONTRACT DIRECTLY WITH THE OWNER OR THOSE WHO GIVE THE OWNER NOTICE WITHIN 60 DAYS AFTER THEY FIRST PERFORM, FURNISH, OR PROCURE LABOR, SERVICES, MATERIALS, PLANS OR SPECIFICATIONS FOR THE CONSTRUCTION. ACCORDINGLY, OWNER PROBABLY WILL RECEIVE NOTICES FROM THOSE WHO PERFORM, FURNISH, OR PROCURE LABOR, SERVICES, MATERIALS, PLANS, OR SPECIFICATIONS FOR THE CONSTRUCTION, AND SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO THE MORTGAGE LENDER, IF ANY. CLAIMANT AGREES TO COOPERATE WITH THE OWNER AND THE OWNER’S LENDER, IF ANY, TO SEE THAT ALL POTENTIAL LIEN CLAIMANTS ARE DULY PAID.

16. Indemnification Notice

Buyer agrees to indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any breach of this Agreement by Buyer or any third-party claims related to Buyer’s misuse of the goods or services provided under this Agreement.

17. Raw Materials and Tariff Impacts

Seller warrants that the prices set forth in the quote are complete and that no additional charge will be added without Buyer’s consent, except to the extent that (A) Seller’s costs to procure raw materials for the goods increase or decrease (by at least +/- 5% for any such individual raw materials) as compared to such costs listed on the London Metal Exchange (www.lme.com) for such materials at the time of Seller’s proposal or quotation, in which case the parties agree that Seller’s invoice may adjust prices (up or down) proportionate to the amount of such increase or decrease for affected raw materials, or (B) any current or future tax, duty, tariff or government charge (or increase in same) affects Seller’s costs of production, sale, services or delivery or shipment of Goods, Parts, and/or Software, in which case such charges and costs shall be for Buyer’s account and shall be added to the price or billed to Buyer separately, at Seller’s election. Any current or future tax, duty, tariff, or governmental charge (or increase in the same) affecting Seller’s costs of production, sale, services or delivery or shipment of Goods Parts, and/or Software, or which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery, performance, storage, processing, use or consumption of Goods, Parts, and/or Software, shall be for the Buyer’s account and shall be added to the price or billed to the Buyer separately, at Seller’s election.

18. Compliance With Third-Party Credentialing Platforms

In the event Customer requires compliance with a third-party credentialing, safety, or prequalification service (e.g., ISNetworld, Avetta, Veriforce, etc.) that was not expressly disclosed in writing by Customer prior to contract execution, Contractor shall be entitled to reimbursement for all fees, labor, and administrative costs incurred in obtaining and maintaining such compliance. Contractor shall notify Customer upon identification of such requirements, and reimbursement shall be invoiced as a separate line item.