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1.2021
<br />DEMCO INTERIORS
<br />TERMS AND CONDITIONS
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<br />Please read these terms and conditions carefully. All orders for goods and any related
<br />services (“Products”) by any buyer (“customer”) from Demco Interiors are governed by
<br />these terms and conditions. Demco Interiors is a service offered by Demco, Inc.
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<br />1. Exclusive Terms. Demco agrees to sell its products only on these terms and
<br />conditions, unless otherwise agreed upon in writing by both parties. You shall be deemed
<br />to have accepted these terms and conditions by any written indication of acceptance, by
<br />submitting an order in response to a quotation, by any action affirming your order without
<br />objection to these terms and conditions, by accepting any whole or partial shipment of
<br />Products, or by making any whole or partial payment to Demco.
<br />2. Price. Unless Demco agrees otherwise in writing, you agree to pay Demco’s product
<br />price in effect at the time an order is accepted by Demco. In any project, critical decision
<br />points will occur requiring timely communication by customer of color, fabric, finish
<br />choices. If decisions are not made in a timely fashion, Demco reserves the right, by giving
<br />you notice at any time before delivery, to increase the price of the Products to reflect any
<br />increase in the manufacturing or production cost to Demco, any change to delivery dates,
<br />quantities or specifications for the Products requested by you, or any delay caused by your
<br />instructions or your failure to give Demco adequate information or instructions.
<br />3. Cancellation of Orders. By submitting an order to Demco, you are accepting
<br />responsibility for beginning the procurement of products wherein returns or cancellations
<br />of customized products are generally not allowed. You may not cancel an order, in whole
<br />or in part, without the written consent of Demco. No cancellation will be accepted by
<br />Demco except on terms that will fully indemnify and reimburse Demco against loss,
<br />including recovery of all costs incurred by Demco, and including indirect and overhead
<br />charges and profit.
<br />4. Delivery. You acknowledge that shipment dates and delivery dates are estimates only.
<br />Demco agrees to use all reasonable efforts to meet the estimated shipping date subject to
<br />your prompt provision of all necessary specifications and information; however, Demco
<br />will not be held responsible for any failure to meet an estimated date. If you request a
<br />delay in shipment, Demco shall have the right to (i) bill you for the Products at the initial
<br />requested delivery date, and (ii) bill you for any storage charges incurred. In the case of
<br />delivery of Products by installments, you agree that you will not treat the delivery of faulty
<br />Products in any one installment or the late delivery or non-delivery of any one installment
<br />as a repudiation of the whole contract. Unless special shipping instructions are received
<br />and accepted by Demco before the shipment date, Demco shall, in its sole judgment,
<br />determine the means and routing of shipment, or store the Products at your expense until
<br />you provide shipping instructions.
<br />5. Risk and Title to Products. Unless otherwise expressly agreed by Demco, all
<br />shipments are F.O.B. point of shipment. “Point of shipment” shall be, as applicable:
<br />Demco’s dock; for drop shipments, manufacturer’s or distributor’s dock; for international
<br />Products, the United States point of entry. Demco will select the origin of all shipments,
<br />and all delivery destinations will be subject to Demco’s approval. Title to and risk of loss
<br />for Products will pass at the F.O.B. point.
<br />6. Exclusion of Warranties. You acknowledge that Demco is not the manufacturer of
<br />the Products, and therefore (a) Demco makes no express or implied warranties of any kind
<br />with respect to the products, and (b) Demco expressly disclaims any implied warranty of
<br />merchantability or fitness for a particular purpose. All Products are warranted only to the
<br />extent of the manufacturer’s warranties, which Demco will provide to you at your request.
<br />7. Limitation of Remedies and Damages. Demco’s liability and your remedies under
<br />this Agreement will be limited solely to replacement or credit, at Demco’s option, with
<br />respect to Products for which Demco has received, within fourteen (14) days after your
<br />receipt of the Products, evidence satisfactory to Demco of defective or incorrect Products.
<br />Demco’s liability will in no event be greater in amount than the purchase price of the
<br />products. Demco will not be liable, under any circumstance for consequential, incidental,
<br />special or punitive damages, including, but not limited to, labor costs or lost profits
<br />resulting from the products being incorporated in or becoming a component of any other
<br />article. Neither party will have any negligence or other tort liability to the other, or to any
<br />third party arising from any breach of this agreement.
<br />8. Variations. Any minor shortages or defects that do not materially affect the use for
<br />which the Products are intended will not affect the terms of payment. Products,
<br />specifications, and colors may differ slightly from those illustrated in Demco’s literature
<br />and samples. Any typographical or clerical omission in any sales literature, price list,
<br />quotation, acceptance of offer, invoice or other document or other information issued by
<br />Demco shall be subject to correction without any liability on the part of Demco.
<br />9. Claims. Demco’s responsibility for shipment shall cease upon delivery to the carrier.
<br />Any claims for damages or loss occurring in shipment shall be made by Demco on your
<br />behalf directly to the carrier. All other claims for damages, defects, loss, shortages, or
<br />incorrect Products must be made within fourteen (14) days after receipt of the Products,
<br />unless otherwise agreed by the parties in writing. Your failure to make any claim within
<br />the specified time period will result in the unconditional waiver of that claim. Demco
<br />reserves the right to accept or reject any claim in whole or in part. Demco shall not be
<br />responsible for any defects caused by your willful or negligent acts, incorrect storage or
<br />installation of the Products, or normal wear and tear. Any claim based on a
<br />manufacturer’s warranty shall be made within the period prescribed by the warranty.
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<br />10. Credit Report and Payment. You hereby give Demco permission to make all
<br />reasonable inquiries into your credit history. Following such reviews, Demco will notify
<br />you of the payment terms for your orders, which will be one of the following:
<br />a. Net 30 Days. If these terms apply to you, all amounts due under this
<br />contract 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
<br />remaining amount due shall be paid within 30 days following your receipt of an
<br />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
<br />payment. Alternatively, you may provide a payment bond or other security
<br />acceptable to Demco.
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<br />If you are required to make a down payment under the preceding payment terms, Demco
<br />may not process your order for Products under this contract until such down payment is
<br />received by Demco. You agree that you will not withhold payment of any amount due
<br />because of any other claims or set-off you may have against Demco.
<br />11. Collection and Other Fees. You agree to pay Demco all costs, including
<br />reasonable attorneys’ fees, incurred by Demco in collecting amounts you owe to Demco or
<br />in otherwise enforcing, asserting, or defending these terms and conditions.
<br />12. Indemnity. If the Products are to be manufactured or any process is to be applied to
<br />the Products in accordance with a specification submitted by you, you hereby indemnify
<br />Demco against all loss, damages, costs and expenses awarded against or incurred by
<br />Demco in connection with or paid or agreed to be paid by Demco in settlement of any
<br />claim whatsoever including, but not limited to, infringement of any patent, copyright,
<br />design, trademark or other intellectual property rights of any other person that results from
<br />Demco’s use of your specification.
<br />13. No Installation. These terms and conditions do not govern the installation of any
<br />Products purchased from Demco. Please refer to your installation agreement for the terms
<br />relating to installation.
<br />14. 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 be
<br />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.
<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.
<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.
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