TERMS AND CONDITIONS OF SALE
1. Agreement
Purchaser and, MDC Contracting, L.L.C., for itself and/or on behalf of one or more of its subsidiaries ("Company") acknowledge, understand, and agree that the Purchaser's Credit Application, if any, the Quote, if any, the specifications stated in the Quote, the Sales Order, if any, the specifications stated in the Sales Order, and these Terms and Conditions (collectively, the "Agreement") shall collectively form the sole and entire agreement by, under and pursuant to which Purchaser shall purchase from Company, and Company shall sell to Purchaser, the materials described in the Quote or Sales Order (the "Product"). This Agreement supersedes any and all prior or contemporaneous oral or written agreements between the parties regarding the same.
Any different or additional terms or conditions contained in Purchaser's acceptance of the Quote or Sales order, or any document or instrument constituting this Agreement are hereby objected to by Company and shall have no effect on, and not become part of this Agreement. Additional terms, changes, and alleged subsequent agreements shall not be effective unless and until any of the same are in writing and signed by Company’s and Purchaser's authorized representatives. Notwithstanding any subsequent changes made to the Quote or Sales Order, these Terms and Conditions shall continue in full and unvaried force and effect. Purchaser's signature to the Quote or Sales Order, acceptance of delivery of the Products or the payment for the Products, shall be deemed an acceptance of these Terms and Conditions. Company may elect not to deliver any Products until Purchaser returns a signed copy of the Quote or Sales Order.
2. Prices and Payment
2.1. Prices are as stated in the Company's current price list, the Quote, or the Sales Order, as the case may be.
2.2. Unless otherwise stated on the Quote or the Sales Order, payments are due to Company within thirty (30) days of the Sales Order date.
2.3. Late payments will accrue interest at the rate of 18% per annum. If Company undertakes any collections efforts for past-due payments, or is otherwise required to enforce the Agreement, Purchaser agrees to pay, in addition to all other amounts due Company, Company’s reasonable attorneys’ fees, costs, and expenses.
2.4. A three percent (3%) fee will be assessed on all credit card payments.
2.5. Any damage (including tow charges) caused by Company’s vehicles on Purchaser’s property is the responsibility of Purchaser. Unloading time in excess of one (1) hour will incur additional charges of $100 per hour.
3. Delivery and Acceptance
3.1. Delivery dates are estimates, and the Company is not liable for delays due to unforeseen circumstances.
3.2. The Customer shall inspect the delivered products upon receipt and notify the Company of any defects or discrepancies within three (3) days of delivery of Products.
3.3. Products are deemed accepted if no notification of defects is received within the specified timeframe.
3.4. Company will accept returns of unopened, full pallets of Products sold through Company, excepting all natural stone product. A ten percent (10%) restocking fee will be assessed for such returns. A copy of the original invoice must accompany any return. Company reserves the right to refuse any return. All natural stone sales are final.
4. Warranty
4.1. The Company warrants the Products as provided on the Company’s warranty, which can be reviewed at the following address: https://www.highformat.com/warranty or upon request by Purchaser. Any products manufactured or produced by third parties and resold through the Company are subject to those same third parties’ warranty policies.
4.2. The warranty is void if products are not installed, used, or maintained according to the Company's guidelines.
5. Limitation of Liability
5.1. The Company's liability is limited to the replacement or repair of defective products and any such liability shall not exceed the price of the Products actually received by Purchaser from Company.
5.2. The Company is not liable for any indirect, incidental, or consequential damages.
6. Intellectual Property
6.1. The Customer acknowledges that all intellectual property rights in the Products remain with the Company.
6.2. The Customer shall not reproduce, modify, or distribute the Products without the Company's written consent.
7. Force Majeure
The Company is not liable for any failure or delay in performance due to circumstances beyond its control, including but not limited to acts of nature, government actions, or labor disputes.
8. Governing Law
This Agreement is governed by and construed in accordance with the laws of Charlevoix County, Michigan.
9. Miscellaneous
9.1. Any amendments to this Agreement must be in writing and signed by both parties.
9.2. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
9.3. Company reserves the right to correct typographical, clerical, or pricing errors appearing in the Quote, the Sales Order, or other documents constituting this Agreement.