These Terms and Conditions shall apply to any and all agreements between Drexel Building Supply, Inc. (“Drexel”) and any Customer (whether another Drexel or not), to any goods or fixtures procured by Drexel for Customer, any goods or fixtures installed by Drexel on Customer’s behalf, or any services provided to Customer by Drexel.
1. RIGHT TO REPAIR\REMEDY. Drexel shall strive to provide services to Customer in a professional and workmanlike manner. Customer shall provide Drexel with written notice of defects in any goods installed or services performed, regardless of the cause or source, promptly upon Customer’s discovery of them. Customer shall also provide Drexel with reasonable access during Drexel’s regular working hours to permit investigation, testing, examination, and repair of defect claims. Furthermore, Drexel and Customer agree to comply with Wisconsin Right to Cure Laws, Wisconsin Statute Section 895.07, including requirements of notice and providing Drexel with a right to repair before Customer commences dispute resolution proceedings as provided in these Terms and Conditions, under any other agreement between the Parties, or at law.
2. CHANGES TO SCOPE OF WORK & PAYMENT. Customer shall be liable for all delays and costs stemming from: 1) any changes to the original scope of work which are requested\mandated by Customer or its agents; and 2) necessitated by any unforeseen circumstances not contemplated by Drexel. Unless otherwise specified, payment of any amounts due to Drexel are due and payable in cash, certified check, or bank wire transfer (U.S. Dollars) on the date listed on Customer’s invoice. All amounts which are past due shall be subject to an interest charge of 1.5% per month (18% per annum) accruing from the date the payment was due. Invoices are payable at 110 E. Main St., Campbellsport, WI, 53010.
3. SECURITY AGREEMENT. Customer hereby grants Drexel a security interest in all goods and fixtures installed or procured by Drexel to secure payment of all sums due to Drexel from Customer. Furthermore, Customer agrees to execute any documents reasonably required by Drexel for perfection of this security interest. Customer shall not sell, dispose of, attempt to convey, or remove the goods or fixtures from the county where originally delivered until all amounts due to Drexel are paid in full.
4. LIEN NOTICE. Customer hereby acknowledges receipt of Drexel’s SubContractor Lien Notice. If Customer is not the owner of the property, Customer agrees to serve two copies of the SubContractorLien Notice upon the owner (or agent thereof) at the build site. Customer agrees to indemnify Drexel for any loss of Drexel’s lien rights caused by a breach of this section.
5. ACCEPTABLE DELAYS. Any delay by Drexel in performing its duties, which is caused by any of the following circumstances, shall not be considered a default or breach of these Terms and Conditions or Drexel’s duties under any agreement between the Parties:
- Acts or omissions of governmental authorities;
- Inclement weather or other acts of God;
- Unforeseen material or labor shortages OR delivery delays not caused by the negligence of Drexel;
- Changes to the original scope of work requested by Customer;
6. DISPUTE RESOLUTION. Any dispute between the Parties, shall be resolved using the following procedure:
- First Meeting. The Parties shall meet to discuss the dispute and attempt to resolve it in an amicable way;
- Second Meeting. If the Parties cannot resolve the dispute during the first meeting, they shall meet again within two days to attempt to resolve the dispute again;
- Mediation. If the Parties cannot resolve the dispute after the Second Meeting, the Parties shall request a mediation. The mediation shall be conducted by a mediator agreeable to the Parties and if none can be agreed upon the mediation service of the Metropolitan Builder’s Association of Milwaukee. The Parties agree that if mediation is commenced, they will make good faith efforts to resolve their dispute, or as much of it as reasonably possible, through mediation.
- Other Remedies. If the Parties cannot resolve the dispute after mediation, the Parties may seek other remedies as dictated by these Terms and Conditions or at law.
7. ***WARRANTY DISCLAIMER AND LIMITATIONS***. CERTAIN PRODUCTS INSTALLED BY DREXEL MAY HAVE WARRANTIES FROM THE MANUFACTURER AND SUCH WARRANTIES ARE ASSIGNED TO CUSTOMER. OTHER THAN THESE MANUFACTURER WARRANTIES, THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY AND NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ON ANY GOODS, FIXTURES, OR SERVICES PROVIDED BY DREXEL. FURTHERMORE, THERE IS NO OTHER EXPRESS OR IMPLIED WARRANTY, STATUTORY OR OTHERWISE, ON ANY GOODS, FIXTURES, OR SERVICES PROVIDED BY DREXEL EXCEPT AS EXPRESSLY SET FORTH HEREIN. ORAL STATEMENTS BY EMPLOYEES OF DREXEL DO NOT CONSTITUTE WARRANTIES. DREXEL SHALL NOT BE LIABLE FOR ANY GENERAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING WITHOUT LIMITATION DAMAGES FOR PERSONAL INJURY, LOSS OF USE, LOSS OF PROFITS, OR DAMAGE TO OTHER PROPERTY. FOR ANY BREACH OF WARRANTY OR FOR NEGLIGENCE OR OTHER FAULT, THE LIABILITY OF DREXEL AND CUSTOMER’S EXCLUSIVE REMEDY IS EXPRESSLY LIMITED TO REFUNDS OF THE SUMS PAID TO DREXEL, OR REPAIR OF THE ALLEGED DEFECTS, AT THE OPTION OF DREXEL.
8. GOVERNING LAW; JURISDICTION AND VENUE; ATTORNEY FEES. This contract shall be governed by the laws of the State of Wisconsin. In the event of legal action, Customer hereby consents to jurisdiction and venue in the Circuit Court of Fond du Lac County, Wisconsin. Customer agrees to reimburse Drexel for all costs, including reasonable attorney’s fees, incurred pursuing any unpaid invoice or resolving a dispute.
9. INTEGRATION & LIMITATION OF OTHER TERMS. The Parties agree that these Terms and Conditions shall be fully integrated into any agreement between Drexel and Customer. In the event of an irreconcilable conflict between the terms of a signed agreement between Drexel and Customer and these Terms and Conditions, the other agreement shall control. However, terms or conditions contained on a purchase order or other writing issued by the Customer shall be binding upon Drexel only insofar as they do not vary, modify, or add to these Terms and Conditions.