Quote Terms Conditions

General Terms & Conditions: The following terms and conditions are hereby made a part of this Agreement.

General Terms: These terms and conditions (“Terms and Conditions”) herein written shall govern the legal relationship between buyer ("Buyer”) and provider (“Seller”) and shall supersede all previous communications, agreements or contracts, and no term, condition or trade custom in conflict or inconsistent herewith shall be binding upon Seller unless agreed to in writing. All orders for services (“Services”) or product (“Product”) are subject to acceptance by Seller in the form of a written acknowledgment from Seller’s home office or commencement of performance. Seller’s failure to enforce any right it may have under the Terms and Conditions shall not be construed as a waiver thereof, nor shall such failure or failures be deemed to establish any custom, usage, course of dealing or course of performance. The failure of Seller to exercise any rights resulting from Buyer’s default or otherwise shall not be deemed a waiver of such right or any other right. These Terms and Conditions may be enforced at any time, in whole or in part. Any provision hereof which is prohibited or unenforceable in any applicable jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability in any other jurisdiction. In the event Buyer’s terms and conditions of purchase conflict with the Terms and Conditions herein the Parties hereby agree that all terms, including but not limited to payment, warranty, liability and indemnity terms, in these Terms and Conditions will supersede any related terms in Buyer’s terms and conditions of purchase.
Responsibilities Of Stonhard:
1. Stonhard has visually inspected the project site prior to the commencement of work and agrees to the contract work based on the existing nature of the project site as it appears at the time of inspection and is represented by the Customer. In the event that concealed conditions are revealed which would materially change the nature of the contract work, Stonhard is entitled to cease work until such time as the contract sum has been adjusted equitably to compensate for such change.
2. Stonhard shall keep the premises free from the accumulation of waste material or rubbish which results from the execution of its work. In no event shall Stonhard be responsible for any unclean conditions caused by others.
3. Upon request by the Customer, Stonhard will furnish certificates of Workman's Compensation Insurance and Liability Insurance.
4. Stonhard shall make all necessary arrangements to have any excess Stonhard Products or materials picked up after completion of the contract work.
Responsibilities Of Customer:
1. Customer has conducted an investigation of the project site prior to the commencement of work and represents that the existing nature and condition of the project site is as it appears and that there are no other concealed conditions which would materially change the nature of the contract work.
2. Customer shall have the project site swept clean and made free of all obstructions, and shall remove all food items, organic materials and other products stored at or near the project site to prevent any contamination or spoilage that may occur and shall make the project site available for Stonhard at the agreed upon date and time in which the contract work is to commence.
3. Customer shall provide Stonhard, at no charge, all necessary utility services required for the proper execution of the contract work. The Customer shall further provide Stonhard with a dumpster or other reasonable alternative in which Stonhard may dispose of its waste and rubbish.
4. Customer shall provide and maintain a minimum continuous temperature of 60 degrees Fahrenheit at the floor level of the project site and provide a similarly suitable warm and dry area for storage of Stonhard's products and equipment during the course of the work.
5. Customer shall insure that no other work or tasks will be contemporaneously performed in the work area by the Customer, other trades or subcontractors once Stonhard has commenced performance of its work.
6. Customer, upon completion of work by Stonhard, shall protect Stonhard's work from damage caused by the Customer, their workmen or subsequent contractors.
Payment:
1. Services and Products may require full or partial payment in advance or upon rendering or delivery, may require other security for payment or performance, or may impose such other credit or payment terms as Seller deems appropriate in its sole discretion.
2. Product prices are subject to change without notice and the prices for the Product shall be the prices in effect at the time of shipment.
3. Costs associated with Services shall be set forth on an applicable Statement of Work (“SOW”) or other written agreement between the Parties.
4. No taxes will be added to the quoted price. All tax obligation shall be borne exclusively by the Seller except where an exception is noted.
  Exceptions:
  - Alaska, Arkansas, Connecticut, Kansas, and Texas require Seller to add tax to the contract amount at time of order unless a valid exemption certificate is furnished, or written proof of new construction is provided.
  - Hawaii and Washington require Seller to add tax to the contract amount at time of order, unless a valid exemption certificate is furnished.
  - North Carolina and West Virginia require Seller to add tax to the contract amount at time of order, unless a valid exemption certificate is furnished, written proof of new construction is provided, or a Certificate of Capital Improvement is furnished.
  In all cases, including for states not outlined above, where the Buyer claims an exemption from any tax, a valid tax exemption certificate must be furnished to Seller when the order is placed. Please note that in New Jersey, the Certificate of Capital Improvement cannot be accepted per N.J. Admin. Code § 18:24-5.7.
5. Payment terms are Net 30 days unless otherwise specified. Sums not paid when due shall bear interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is less.
6. Buyer may not withhold or set-off payment for products delivered for any reason whatsoever.
7. Seller reserves the right, among other remedies, either to terminate the Services or sale and/or to suspend future performance and/or deliveries upon failure of Buyer to make any payment pursuant to these Terms and Conditions or any other contract between the parties hereto.
8. Buyer shall reimburse Seller in full for all damages, costs and expenses, including reasonable attorneys’ fees, which Seller incurs with respect to Buyer’s breach of these Terms and Conditions or any collection efforts by Seller to recover past due amounts from Buyer.
Security Interest: Buyer, by ordering and then accepting the Product, is deemed to have affirmatively represented to Seller that it is solvent at the time of delivery of the Product. Until all amounts due have been paid in full, Seller hereby retains a security interest in the Product and has all rights of a secured party under the Uniform Commercial Code, including, without limitation, the right to take possession of the Product without legal process and the right to require Buyer to make the Product available to the Seller at a place reasonably convenient to both parties. At Seller’s request, Buyer shall execute any financing statement or statements submitted by Seller in order that Seller’s security interest in the Product may be formally perfected.
Credit Terms: If applicable, credit terms are subject to Seller’s continuing approval of Buyer’s credit, and if, in Seller’s sole judgment, Buyer’s credit or financial standing is impaired so as to cause Seller to deem itself insecure, Seller may withdraw the extension of credit and require other payment terms. Buyer agrees to submit such financial information, from time to time, as may be reasonably requested by Seller for the establishment and/or continuation of credit terms.
Changes: Any request to change any order with respect to Services or the quantity or packaging of Products must be communicated in writing and in the case of Products, prior to shipment. If such changes result in increased cost or time to complete the Services or manufacture of the Product(s) or if there is a decrease in the quantity of the Product or materials needed for the Services requested which invalidates any discounts offered by Seller, then the price and timing of the original order or SOW shall be adjusted accordingly. Buyer agrees to pay any increased costs associated with the changes. Once orders have been accepted by Seller, no changes with respect to specifications will be made or allowed unless they are requested and accepted in writing and the resulting new price and delivery time are agreed upon by both Parties in writing. Additional costs for changes, including any costs for additional engineering, will be reflected in the new price. Cancellations are subject to cancellation charges which are determined in the sole discretion of the Seller.
Shipments/Freight Costs: All applicable Product shipments are either FCA (Incoterms 2000) or FOB shipping point, unless specifically noted as freight allowed. A minimum charge may be applicable for orders. Shipping and/or delivery dates are estimates only and Seller shall not be liable for any delay or discrepancy in the shipping or delivery of Products. Seller reserves the right to make deliveries in installments. Delay in delivery of one installment shall not entitle Buyer to cancel other installments. Any applicable freight costs will be added to the invoice unless Buyer specifies collect on the purchase order.
Services: Services shall be described in a SOW or other written agreement between the Parties. Nothing herein shall be construed to create an employee, agent, distributor, partner, fiduciary, or joint venture relationship between the Parties. Absent a SOW or other separate written agreement, any advice, recommendation, information, assistance or service provided by Seller, including in relation to Product or in respect of its use or application, is given in good faith, shall be deemed accepted by Buyer without imputation of any liability to Seller, and it shall be the responsibility of Buyer to confirm the accuracy and reliability of the same in light of the use of which Buyer makes or intends to make of the Product.
Scope of Services: Buyer is responsible for determining that the scope of Services is appropriate for Buyer’s needs and shall cooperate with Seller and/or its subcontractors in the performance of the Services. Seller may rely on information and data provided by Buyer, or on behalf of Buyer, without audit or verification. Seller’s performance is dependent on Buyer’s timely decisions and approvals and Seller shall not be liable for any delay in the provision of Services due to Buyer’s failure to timely respond. Buyer will provide reasonable access to areas necessary for a visual inspection of the service location and for Seller and/or subcontractor to perform the Services. Buyer hereby grants Seller and/or subcontractor permission to enter the service location to perform the Services.
Service Dates: All dates given by Seller or specified by Buyer for Services are intended for planning and estimating purposes only and are not contractually binding. Notwithstanding the foregoing, Seller will use reasonable efforts to perform the Services in accordance with any timetable and specifications referred to in the SOW or otherwise specified by the Parties in writing.
Insurance: Where applicable and upon written request, Seller shall furnish to Buyer certificates of insurance evidencing its coverage and limits.
Cancellation of Services: Any cancellation of a confirmed order will result in a cancellation fee of not less than 15% of the contract amount. Payment terms will be due Net 10 Days after receiving written notice of cancellation. If written notification is not given to Stonhard at least seven (7) days prior to commencement of the work, Stonhard will be entitled to an additional re-scheduling fee of not less than 10% of the contract amount.
Effect of Default on Services: In the event Buyer defaults on any of its obligations in these Terms and Conditions or in any other written agreement between the Parties related to Services, Seller shall have the right to stop work and invoice Buyer for any work rendered up to the date of stoppage and for Products and materials shipped to the service location.
Field Service: Any applicable field service, technical support, installation supervision, or related service shall be governed by a separate written agreement.
Product Back Orders: Seller reserves the right to cancel Product back orders.
Limitation Of Liabilities: The parties acknowledge that in the event repairs need to be performed to the contract work, Stonhard's liability shall be limited to furnishing the labor and the materials necessary to reinstall the defective areas. Unless otherwise agreed in writing signed by an authorized agent of Stonhard, Stonhard's obligation to furnish the labor and materials necessary to reinstall the defective areas shall terminate one (1) year after the substantial completion of the original contract work. Stonhard shall not be liable for damages to the contract work resulting from ordinary wear and tear, gouging, impact, failure of the Customer to protect the work as outlined in Section 3.f, the occurrence of reverse impact or the effects of osmotic or hydrostatic pressure or moisture vapor transmission. The parties further acknowledge that Stonhard shall not be responsible for any consequential or incidental damages resulting from any breach of warranty.
Effect Of Default: In the event of a default by the Customer of any of the covenants or conditions of this Agreement, Stonhard shall be entitled to the following remedies to all other rights and remedies afforded by law: a. Right to Stop Work - Stonhard shall have the right to stop work if any payments due are not made as provided under this Agreement. b. Cost of Performance - If Stonhard is entitled to stop work as outlined in subparagraph (a) above, it shall have the right to bill the Customer for the work rendered up to the date of the stoppage and for materials shipped to the project site. c. Additional Work - Any additional costs to Stonhard resulting from failure of the Customer to provide site conditions as outlined in Sections 2.a, 2.b, 2.c, 2.d, 2.e and 2.f shall be paid by the Customer. d. Interest on Unpaid Balances - In the event any payments due hereunder become in default, Customer agrees that any and all such sums shall accrue Interest at the rate of twelve percent (12%) per annum or the maximum rate allowable by law, whichever is less. e. Attorney's Fees - If Stonhard is required to initiate legal action to collect any amounts due and owing or to foreclose on any liens filed on the work, such costs and fees that Stonhard may recover include any and all prelitigation expenses, including attorney's fees incurred in attempting to recover said amounts.
Governing Law: All sales are governed by the laws of the country, state, province, or territory of Seller’s home office, without application of conflict of law principles and Buyer irrevocably and unconditionally submits to the exclusive jurisdiction of the country, state, provincial or territorial courts in the country, state, province or territory of the location of the Seller’s home office and waives to the fullest extent possible any defense of any inconvenient forum to the maintenance of such action or proceeding. THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS AND CONDITIONS OR THE ISSUES RAISED BY THAT DISPUTE. The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to the Contract.
Time Limitation: No lawsuit or other legal action, regardless of form, may be brought by Buyer for any breach by Seller or any other claim relating to or arising out of the Product or Services, including negligence or any other tort- based claims, after one (1) year from the date of delivery of the Product or substantial completion of the Services, as the case may be, unless otherwise agreed to in writing by both Parties.
Availability: Certain Products and/or Services may not be available in your area due to federal, state or local regulations.
Force Majeure: Seller shall not be liable for any failure or delay in performance if such failure or delay is due to an act of God, war, civil disturbance, riot, labor difficulties, factory capacity, fire, other casualty, accident, inability to obtain containers or raw materials, supplier’s failure or inability to perform, governmental acts or restrictions, including shutdowns and inability to perform due to epidemics or pandemics, or any other cause of any kind whatever beyond the reasonable control of Seller. Seller shall have the right at its option and without liability to apportion its supply of Product among its customers, including its affiliated divisions and companies, in such a manner as Seller, in its sole discretion, believes equitable or appropriate. In no event shall Seller be obligated to purchase Products from others in order to enable it to deliver Products to Buyer.
Indemnity: Buyer shall assume full responsibility for the use of the Products and shall defend, indemnify and hold harmless Seller and its respective affiliates, officers, directors, shareholders, employees, agents and representatives from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including without limitation attorneys' fees and court costs) arising out of or relating to same. Buyer shall indemnify and hold harmless Seller for any and all losses incurred in connection with any third-party claim related to the Services, except to the extent judicially determined to have resulted from the gross negligence or willful misconduct of Seller.
Compliance with Instructions: Buyer shall comply with all applicable instructions furnished by Seller relating to the installation, maintenance and use of the Product(s) and Buyer agrees not to misuse, modify or misapply such Product in any manner. Seller shall not be liable for Buyer’s failure to apply or use the Product in accordance with such instructions. Buyer agrees to indemnify and hold Seller harmless from any and all claims, costs, liability, damages and expenses, including attorneys’ fees, against or incurred by Seller due to injuries to persons or property in connection with Buyer’s application or use of the Product(s). Buyer acknowledges receipt of and familiarity with Seller’s labeling and literature concerning the Product(s) and will forward such information to its employees who handle, process or sell such Product(s) and to customers of such Product(s), where applicable.
Compliance with Applicable Law: Buyer shall comply with all applicable laws and regulations, including but not limited to, the Foreign Corrupt Practices Act, the anti-money laundering provisions of the USA Patriot Act and Bank Secrecy Act, and United States export control laws. Buyer shall not sell, export, re-export, transmit, divert or otherwise transfer any goods or Products into or through Cuba, Russia, Iran, Syria, North Korea, Venezuela, the Crimea, Donestsk, or Luhansk Regions of Ukraine, or any other prohibited jurisdiction, or with or to any party listed on any United States Government or European Union blocked-persons list, as amended from time to time.
Compliance with Applicable Policies: Buyer shall comply with all applicable Seller policies including but not limited to Seller’s Values & Expectations of 168 which can be accessed at the following URL https://www.rpminc.com/pdf/CodeGuidelines.pdf and Seller’s Distributors and Applicators Code of Conduct, which can be accessed at the following URL https://www.rpminc.com/distributors-and-applicators-code-of-conduct/.
License: Nothing in these Terms and Conditions is intended or shall be construed to grant any license or other permission by Seller to Buyer to use any trademarks, tradenames, copyrighted materials, patents or other intellectual property rights or interest of Seller at any time. In the event the Parties have entered into a separate License Agreement, that agreement is hereby incorporated by reference and made part hereof, to the extent applicable. If any inconsistency shall exist between these Terms and Conditions and the separate License Agreement, the terms of the License Agreement shall prevail.
Entire Agreement: These Terms and Conditions represent the entire agreement between the parties hereto, and there are no understandings, representations, or warranties of any kind except those expressly set forth herein.
Authorized Agency: All contracts and purchase orders must be signed by an authorized agent of Stonhard. This may be accomplished through a Division Office or Corporate Headquarters. No other parties engaging in such contracts or purchase orders will be acting as an agent for Stonhard.
Quote valid for 30 days.

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