Terms of Sale

CUBIX COMMERCIAL SOLUTIONS, LLC
TERMS AND CONDITIONS OF SALE
 
1. Offer to Sell.
Cubix Commercial Solutions, LLC. (“CCS”) hereby offers to sell the products and or services described in this Quotation (the “Goods”), but only on the terms and conditions described herein. If Buyer submits to CCS a purchase order or other documentation with terms and conditions different from or additional to the terms and conditions described in this Quotation, CCS hereby objects to those terms and does not assent to them. No such term shall be considered to be a part of any contract between the parties. The terms of CCS's Quotation, except for these Conditions of Sale, are not binding, do not constitute an offer and are subject to change without notice.
 
2. Payment Terms.
Unless otherwise specified, payment terms are net thirty (30) days from the date of the invoice issued by CCS, subject to a 2% discount if paid within ten (10) days of the date of such invoice. Any payments not made within thirty (30) days of the date of the invoice shall be subject to a late payment charge of 1½% per month on the unpaid balance of any amount then passed due.
 
Clients that do not have credit terms set up with CCS are required to pay deposits at the time of scheduling and the terms are Due on Receipt.
 
Local projects - 30% deposit required.
Out of Town projects - 50% deposit required.
 
3. Taxes.
The quoted purchase price may be increased to the extent that CCS’s cost of the Goods may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, state of municipal legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quoted purchase price, Buyer is solely liable for any excises, levies or taxes which CCS may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Goods, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.
 
4. Warranty.
CCS warrants that the Goods and/or services shall conform to the description stated on quotation hereof. THE FOREGOING WARRANTY IS CCS'S SOLE WARRANTY WITH RESPECT TO THE GOODS AND/OR SERVICES THAT ARE THE SUBJECT OF THE QUOTATION. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. CCS's LIABILITY FOR BREACH OF WARRANTY HEREUNDER IS LIMITED SOLELY TO THE REPLACEMENT OF THE DEFECTIVE OR DAMAGED GOODS OR WORKMANSHIP,
WHICH SHALL BE RETURNED TO CCS, TRANSPORTATION CHARGES PREPAID BY BUYER; AND THE FAILURE TO GIVE NOTICE OF A WARRANTY CLAIM WITHIN THIRTY (30) DAYS FROM DATE OF DELIVERY SHALL CONSTITUTE A WAIVER BY BORROWER OF ALL CLAIMS IN RESPECT TO SUCH GOODS. THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF CCS UNDER THIS WARRANTY. 
 
5. LIMITATION OF LIABILITY.
CCS's LIABILITY TO BUYER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED IN ANY CASE THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL CCS BE LIABLE FOR SPECIAL, IN DIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE GOODS IS CONSIDERATION FOR LIMITING CCS'S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT
OF THE TRANSACTIONS UNDER THIS INVOICE MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE DATE OF THIS INVOICE. WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT WILL CCS BE RESPONSIBLE OR LIABLE FOR (A) PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (B) INDEMNIFICATION OF BUYER OR OTHERS FOR COSTS, DAMAGES OR EXPENSES ARISING OUT OF OR RELATED TO THE GOODS OR SERVICES.
 
6. Claims.
Claims by Buyer for shortages or errors in delivery must be made within five (5) days after the delivery of the goods. Goods are subject to the standard manufacturing practices of CCS's suppliers. Installation or workmanship is guaranteed for 1 year after the delivery of the goods.
 
6. Returns/Credits.
No goods shall be returned for credit or a credit for services taken without first obtaining written consent from an executive officer of CCS.
 
7. Shipment/Delivery.
Delivery terms are either F.O.B. CCS's warehouse, Houston, Tx. Buyer shall assume all risk of loss or damage upon delivery to CCS from the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of CCS’s acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. CCS shall not be liable for any damages caused by failure or delay in shipping the Goods, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficulty, an act of Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of CCS.
 
8. Security Interest.
Shipments, deliveries and performance of work by CCS shall at all times be subject to the approval of and requirements of the credit department of CCS, including the requirement that Buyer pay part or all of the purchase price in advance. CCS retains a purchase money security interest in all Goods and or services not paid for in full, notwithstanding that the Goods and or services have been delivered to Buyer, and Buyer hereby authorized Seller to execute and file financing statements describing the Goods and or services, and other document which may be requested by CCS to evidence its security interest.
 
9. Cancellation.
Orders accepted by CCS are subject to cancellation by Buyer only upon the express written consent of CCS. Upon such cancellation and consent, CCS shall cease work and hold for Buyer all completed and partially completed articles and work in progress and Buyer shall pay CCS: for all work and materials that have been committed to and/or identified to Buyer’s order plus a cancellation charge as prescribed by CCS, in addition to a reasonable profit to CCS on the entire project.
 
10. Indemnification.
In addition to the foregoing, Buyer agrees to save and hold CCS harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Buyer or Buyer’s customers, agents, employees or invitees involving the use of the goods and or services supplied by CCS. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon CCS in connection with the defense of any such claim.
 
11. Governing Law.
Any agreement arising out of this transaction shall be deemed to have been made in Houston, Harris County, Texas. The parties agree that the validity, interpretation and performance of any agreement arising out of this transaction shall be governed by the laws of the State of Texas without regard to conflicts of interest laws. Buyer and CCS hereby submit to the exclusive jurisdiction for the resolution of any disputes hereunder, to the courts of Houston, Tx. This shall be the sole and exclusive jurisdiction and venue for the
purpose of adjudication of any rights and liabilities hereunder
 
12. Default.
In the case of default or breach by Buyer in the performance of any or all of the provisions of this agreement, CCS may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded any other applicable law. Buyer shall in addition, be liable for CCS’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the rate provided under terms of payment above.
 
13. Delay.
If Buyer requests deferral of deliveries, CCS’s agreement to defer delivery shall not excuse Buyer from its obligation to pay for storage of the goods. Buyer shall pay such storage charges as CCS may assess for storing the goods awaiting delivery. If Buyer requests deferral prior to commencement of delivery, CCS may require storage payments in connection with expenses for materials and services incurred by CCS in anticipation of delivery.
 
14. Commencement of Work.
CCS requires that prior to the commencement of any work that the following is received (a) Purchase Order, (b) Signed Quote. Time & Material jobs require a PO# only that the time and material can be billed against after the completion of the work.
 
15. Change Orders.
Any change of scope or additional work that is not in the approved quote is subject to a change order. CCS reserves the right to stop all work in progress until approval is received for the additional charges due to the change or scope or downtime/delays not caused by CCS.
 
16. Exclusions.
Unless otherwise specified, this Estimate does not include: (a) Unloading without a dock (b) An extended "Push". A standard push is quoted at approx. 75ft or less. (c) Stair Carry of product (d) Street Unloading (e) Permits (f) Carpentry work / Grommets (g) Cuttables (walls) (h) Installation of third party hardware. These services are available at an additional cost.
 
17. Basis of Quotation.
Unless otherwise specified, the quote is based on the following: (a) Installation site is reasonably clear & free of other trades and material. (b) Downtime will be additional (c) Continuous Installation. Additional trips to be quoted separately. (d) Where lighting, sprinklers and HVAC obstruct the installation location, they are moved prior to onset of installation. (e) The mechanical trades are not scheduled during wall installation. (f) Assumes site can accept a 54' van with a sleeper cab and has sufficient staging area for full trucks. (g) Availability and access of dedicated elevator and loading dock in 4 hour uninterrupted lots.