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1.2021
<br />DEMCO INTERIORS
<br />INSTALLATION CONTRACT
<br /> TERMS AND CONDITIONS
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<br />You have asked Demco Interiors to assist with the installation of goods that you have
<br />purchased from Demco. These terms and conditions, together with the foregoing
<br />needs assessment, govern our respective rights and obligations relating thereto and
<br />constitute a contract between you and Demco.
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<br />1. Input Material. Demco will rely on certain "Input Material" that you have
<br />provided. "Input Material" means all Documents and other materials, and any data
<br />and other information provided by you relating to the installation and shall include
<br />the Input Document between you and Demco. "Documents" means, in addition to a
<br />document in writing, any map, plan, graph, drawing or photograph, any film,
<br />negative, tape or other device embodying visual images and any disc, tape or other
<br />device embodying any other data. Demco shall have no liability for any loss,
<br />damage, costs, expenses or other claims arising from any Input Material or
<br />instructions supplied by you which are incomplete, incorrect, inaccurate, illegible,
<br />out of sequence or in the wrong form, or arising from their late arrival or non-arrival,
<br />or any other faults.
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<br />All Input Material reasonably necessary to Demco shall be supplied by you at your
<br />own expense. Such Input Material must be provided with sufficient time to enable
<br />Demco to provide the installation services in accordance with this contract. You will
<br />be responsible for the accuracy of all Input Material. All right, title, and interest in
<br />and to the Input Material shall be retained by you. Demco shall maintain the
<br />confidentiality of all Input Material marked "confidential" by you; but the foregoing
<br />shall not apply to any third-party installer and shall not apply to any Documents,
<br />materials, or information which are or become available to the public.
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<br />You warrant that all Input Material, including Demco 's use of such Input Material
<br />with respect to the installation, does not and will not infringe the copyright, patent, or
<br />other rights of any third party, and you hereby indemnify Demco against any loss,
<br />damages, costs, expenses (including reasonable attorneys' fees) or other claims
<br />arising from any such infringement.
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<br />2. Installation Services. Demco agrees to provide the installation services indicated
<br />on the foregoing needs assessment, for the price indicated on such specifications,
<br />subject to the terms of this contract. Demco may contract with a third-party installer
<br />to provide the installation services under this contract. Demco may at any time make
<br />any changes to the installation services which are necessary to comply with any
<br />applicable safety or other statutory requirements, or which do not materially affect
<br />the nature or quality of the installation services. Demco shall supply the installation
<br />services using reasonable care and skill and, as far as reasonably possible, in
<br />accordance with the specifications and at the intervals and within the times referred
<br />to in the foregoing needs assessment. Installation service shall include debris
<br />removal to dumpsters provided by others. If Demco is to supply dumpsters
<br />additional charges will apply.
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<br />Upon completion of the installation, you must inspect the installation and prepare a
<br />punch list of all defects. You must submit such punch list to Demco within 14
<br />business days of installation, and Demco will take all reasonable commercial action
<br />(including, at Demco 's option, replacement or repair) to correct any defects in the
<br />workmanship or materials. If you do not inform Demco of any defects on the punch
<br />list, you will be deemed to have accepted the goods as being in good order and in
<br />conformity with the contract. Identification of any defect shall not relieve you of
<br />your payment obligations under this contract. Demco cannot be responsible for any
<br />defects caused by your willful or negligent acts, incorrect storage or installation, or
<br />normal wear and tear.
<br />3. Credit Report and Payment. Upon execution of this contract, Demco will
<br />conduct a standard review of your credit history, and you hereby give Demco
<br />permission to make all reasonable inquiries into your credit history. Following such
<br />review, Demco will notify you of the terms of payment for this contract, which will
<br />be one of the following:
<br />a. Net 30 Days. If these terms apply to you, all amounts due under this contract
<br />shall be paid within 30 days following your receipt of an invoice.
<br />b. 25% Down, Net 30 Days. If these terms apply to you, you must pay 25% of
<br />the contract upon notice from Demco of the terms of payment, and the remaining
<br />amount due shall be paid within 30 days following your receipt of an invoice.
<br />c. 50% Down, Net 30 Days. If these terms apply to you, you must pay 50% of
<br />the contract amount upon notice from Demco of the terms of payment, and the
<br />remaining amount due shall be paid within 30 days following your receipt of an
<br />invoice.
<br />d. 100% Down or Payment Bond. If these terms apply to you, all amounts due
<br />under this contract shall be paid upon notice from Demco of the terms of payment.
<br />Alternatively, you may provide a payment bond or other security acceptable to
<br />Demco.
<br />If you are required to make a down payment under the preceding payment terms, Demco will
<br />not proceed with its obligations under this contract until such down payment is received by
<br />Demco. You agree that you will not withhold payment of any amount due because of any
<br />other claims or set-off you may have against Demco.
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<br />4. Warranties and Liability. Demco shall not be liable for any loss, damage, or
<br />expense of any kind or nature caused directly or indirectly by the goods used in this
<br />project, the use or maintenance thereof, the repair, service or adjustment thereof, or
<br />any loss of business however caused, or the provision of the installation services;
<br />provided however that Demco shall be liable for damages caused directly by and to
<br />the extent attributable to the negligence or intentional misconduct of Demco. Demco
<br />shall not be liable for any incidental, special or consequential damages.
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<br />5. Termination. Either party may (without limiting any other remedy) at any time
<br />terminate this contract by giving 30 days' written notice to the other. Upon
<br />termination of this contract, you shall pay to Demco the charges provided in Section
<br />2, above, in proportion to the amount of the installation services provided prior to
<br />such termination.
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<br />6. General
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<br />Force Majeure. Demco shall not be liable for any delay or default in performing this
<br />contract if such delay or default is caused by conditions beyond its control including,
<br />but not limited to, Acts of God, Government restrictions, wars, insurrections and/or
<br />any other cause beyond the reasonable control of Demco.
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<br />Legal Interpretation. Any disputes relating to this contract shall be decided in
<br />accordance with the laws of the State of Wisconsin without reference to conflicts of
<br />laws principles. Exclusive jurisdiction and venue for any lawsuit relating to this
<br />contract shall lie in the state and federal courts of Dane County, Wisconsin. The
<br />prevailing party in any lawsuit relating to this contract shall be entitled to recover its
<br />costs and reasonable attorneys’ fees.
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<br />Severance and Waiver. The invalidity or unenforceability of any provision of this
<br />contract shall not affect the validity or enforceability of any other provisions of this
<br />contract, and this contract shall be construed as if such invalid or unenforceable
<br />provision were not included in this contract. Failure or neglect by Demco to enforce
<br />any of the provisions hereof shall not be construed as nor be deemed to be a waiver
<br />of Demco 's rights hereunder, and Demco 's right to take subsequent action shall not
<br />be prejudiced thereby.
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<br />Successors and Assigns. This contract shall inure to the benefit of and be binding
<br />upon each of the parties hereto and their respective heirs, executors, administrators,
<br />legal personnel, representatives, successors and assigns, but shall not be assignable
<br />by you without the written consent of Demco.
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<br />Entire Agreement. This Agreement constitutes the entire agreement between the
<br />parties hereto with respect to the Installation services and supersedes all prior
<br />agreements, representations, warranties, statements, promises, arrangements and
<br />understandings whether written or oral, expressed or implied with respect thereto.
<br />Any changes or additions to the Installation services or this contract must be agreed
<br />in writing by Demco and you.
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<br />Notice. Any notice required or permitted to be given by either party in this contract
<br />shall be in writing and addressed to the other party at its registered office or principal
<br />place of business or such other address as may have been provided by written notice.
<br />Page 67 of 197
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