Conditions of Sale. All sales are expressly conditioned upon the Applicant/Buyer’s agreement to the terms and conditions on this form and credit application. Any order or statement of intent to purchase any goods from Bidscape Inc and or their affiliated entities (hereinafter “Bidscape”) or any direction to proceed with procurement or shipment of any said goods, or acceptance of all or part of such goods, or payment of all or part of such goods shall constitute assent to these terms and conditions. Any different or additional terms and conditions proposed by Buyer in a purchase order or otherwise, are objected to by Bidscape and will not be binding upon Bidscape unless specifically agreed to in writing by an authorized representative of Bidscape’s management. These terms and conditions of sale represent the entire sales agreement of the parties as to purchases made by Buyer from Bidscape, except in situations where Bidscape has agreed to other or additional terms and conditions in writing by an authorized agent. Buyer acknowledges guarantees and warrants to Bidscape, that the person signing this contract, or any financing statement, bill of lading, delivery ticket or receipt, is a person authorized to sign the same. In the event the Buyer wishes to specify or limit persons in authority to order and purchase on their behalf, it shall be the Buyer's responsibility to submit and update such a list. Any and all financial statements, credit information, information supplied by the Buyer or by others on the Buyer’s behalf, are part of this agreement. Any false or misleading information constitutes a fraudulent misrepresentation. The Buyer hereby authorizes verification of the information provided herein including original and supplemental credit checking during the time business is conducted with Bidscape.
Payment Terms. All sales are made pursuant to these conditions and all orders are received with the understanding that they are placed under these conditions. Methods of payment are either instant payment by credit card or net 30 days if credit has been extended. Applicant shall make all payments due hereunder in accordance with the terms of this Agreement and as stated on Bidscape’s invoices or other notices of terms without any right of setoff or retention and without regard to any agreement Applicant may have with other parties. Payment for goods shall be made at Bidscape’s location in the City of Pasadena, Los Angeles County, State of California. Applicant consents and submits to the jurisdiction and venue of any state or federal court located within the County of Los Angeles, California. As a material inducement to Bidscape to enter this Agreement, Applicant waives the right to a trial by jury in any proceeding arising out of or related to this Agreement.
Default. If Applicant fails to pay in full the invoice amount when due, In the event Buyer does not pay any invoice when due, Buyer agrees to pay interest on such past due amounts until paid in full at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law for the sale of goods on time, whichever is less. If it is necessary for Bidscape to commence legal proceedings against Buyer to enforce any of these terms, or on any subsequent written agreement between Buyer and Bidscape, the prevailing party shall be entitled to recover its reasonable attorney fees and court costs. Bidcape may, at its option, permit Applicant to remedy any default under this Agreement without waiving the default so remedied or any default by Applicant. Applicant waives notice of default of this Agreement and waives presentment, demand, protest, and notice of dishonor as to any instrument issued or delivered to Bidscape.
Credit Approval and Solvency. The acceptance of any individual order and terms of payment on all sales and orders are subject to approval by the credit department of Bidscape. No waiver, alteration or modification of any of the provisions hereof shall be binding upon Bidscape unless specifically agreed to in writing by an authorized representative of Bidscape’s management. Applicant represents to Bidscape that it is solvent and that any financial information provided reflects the present financial condition of the Applicant. If Applicant is not a corporation or limited liability entity, Applicant acknowledges that Bidscape is relying on the creditworthiness and financial ability of the owner(s) of Applicant. Each owner shall be jointly and severally liable for all indebtedness of Applicant to Bidscape under this Agreement. Applicant warrants that all information supplied to Bidscape is accurate and complete. Each representation and the information contained in the Credit Application is material and given to induce Bidscape to provide credit. Applicant will notify Bidscape by certified mail, within forty-eight (48) hours after any material change in Applicant’s financial or ownership status. Each order for goods by Buyer shall constitute a representation that Buyer is solvent. Bidscape may suspend pending deliveries during any period when Applicant has overdue balances or evidence of a changed financial condition. If, in the judgement of Bidscape, the financial condition of the Buyer at the time of manufacture or shipment does not justify the terms of payment specified, Bidscape reserves the right to require from Buyer full or partial payment or adequate assurance of performance before manufacture or shipment. Bidscape reserves the right to suspend its performance until such payment adequate assurance of performance has been received. Buyer, in order to provide security for the payment of the full price of goods furnished hereunder grants Bidscape a security interest in such goods. Buyer agrees to execute any documents or furnish information necessary to perfect this security interest. If Applicant is in default under this Agreement or any of its contracts or obligations with Bidscape, Bidscape may at its option and without notice: (i) declare the entire unpaid balance owed by Applicant due and payable; (ii) postpone further deliveries until such default is remedied; (iii) terminate any and all obligations under any contract; and (iv) refuse further performance without any liability to Applicant.
Cashback (Leaf Rebate) Terms. All quotes initially qualify for up to 2% of the subtotal as a “Leaf Rebate” end of year cashback program. The current amount, if greater than zero, appears at the bottom of quotes. Removing items from a quote or reducing quantities ordered will reduce this rebate based on how much of the quote was removed, potentially down to zero. Once ordered, the amount of the rebate is added to a cumulative annual total and claimed rebates are paid out by check within 180 days following the end of the fiscal year, subject to the below. Returns or changes to an order following placing the order voids any quoted Leaf Rebate amount. If not claimed, accrued rebates expire on the first December 31st following 12 months from the placement of the order in which they were earned. In order to claim the accrued Leaf Rebate, (A) an owner or executive at the purchasing company must directly approve participation in the program, (B) an owner or executive at the purchasing company must provide a designated payee to whom payments will be made, and (C) the purchasing company must be in good standing and current on payments, as determined in Bidscape’s sole discretion. Total payout of Leaf Rebate annual cashback is capped at 2% of the total sales by Bidscape with the payee firm in a given fiscal year.
Lien Rights. Applicant agrees to provide Bidscape, in writing, timely and accurate information regarding bonding companies, general contractors and project owners for the purposes of serving preliminary notices and claims on payment bonds, stop payment notices or mechanic’s liens. Buyer guarantees and warrants that plant materials designated to the identified job or project will be delivered to be used and made part of said identification job or project. Buyer grants Bidscape a security interest, pursuant to the California Uniform Commercial Code, in the plant material and in all additions and accessions hereto, and title to all said plant materials shall not pass to Buyer until all sums hereunder are paid. Buyer assumes all risk of loss or damage to said plant materials from and after the time of delivery to Buyer. All parties agree that this document constitutes a security agreement. This security agreement covers all property of the same character as that covered by this agreement, which Buyer may hereafter acquire at anytime until the termination of this agreement.
Delays. In no event will the Seller assume any responsibility for delays in shipment or delivery. Shipping dates are not guaranteed, but if stated, are based upon the best information then available and unless otherwise specifically stated in writing are subject to change without notice. All promises of shipment of delivery are approximated as closely as possible by the Seller, but are subject to weather conditions, fires, strikes, disputes with workmen, floods, accidents, embargoes, delays in transportation, mechanical breakdowns, shortages of fuel, water or other material, shortages of labor, action by governmental agencies or military authorities, riots or other civil disturbance, insolvency or other inability to perform by third parties, or any other commercial impracticabilities or other causes beyond the reasonable control of Bidscape. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay. If Bidscape is unable to complete delivery of any part of an order, Applicant shall accept such part of the order as Bidscape is able to deliver and Applicant shall pay for the part delivered pro rata at the same rate as the whole of the order agreed to be sold and on the same terms of payment.
Quotations. Unless otherwise stated, quotations expire 30 days from the date thereof, and may be modified or withdrawn by Bidscape prior to any acceptance. All quotations and prices are subject to change without notice. Prices do not include any present or future sales, use, excise, value-added or similar taxes, and where applicable, such taxes shall be billed as a separate item and paid by the Buyer. Bidscape reserves the right to correct all errors and omissions. Quantities and unit prices are for the specific quotation only. Any increase or decrease in quantities shall not be permitted without an express agreement by Bidscape. Bidscape assumes no responsibility for quoted materials meeting any project specifications or requirements unless specifically so stated in a written quotation from Bidscape.
Permission to use content you create and share. When you upload content that is covered by intellectual property rights on or in connection with Bidscape’s products and services, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content.
Claims and Cancellations. An order placed through Bidscape is an expressed commitment to purchase. Order cancellations will result in a minimum restocking fee of 20% plus any fees levied by suppliers. It shall be the Buyer’s responsibility to verify the accuracy of the delivery upon receipt, and any claims of shortages must be made in writing no later than three (3) calendar days after delivery and receipt. NO RETURNS OR EXCHANGES WILL BE ALLOWED AFTER THE MATERIAL HAS BEEN DROPPED AT THE DELIVERY SITE. Defective goods to be returned shall be left on the delivery vehicle and notification must be made to Bidscape. All goods claimed to be defective shall be held subject to inspection by Bidscape and/or the manufacturer. Should shipments be held or stored beyond the delivery date for convenience of Buyer, Bidscape may, at its option, assess reasonable charges for any expense incident to such delay. Bidscape may exercise the right of set-off under this Agreement as to any sums owed by Applicant and/or its affiliates under any other contract or agreement with Bidscape and/or its affiliates.
Limitation of Warranties. THERE ARE NO WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. Bidscape’s liability on any claim for loss or damage arising out of this contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allowable to such goods or part thereof involved in the claim. Bidscape shall not under any circumstance, be liable, for any labor charges without the prior written consent of Bidscape. Bidscape shall not in any circumstance be liable, whether as a result of breach of contract, warranty, tort (including negligence) or other grounds, for special, consequential, incidental, or penal damages, including but not limited to, loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Buyer for such damages.
Miscellaneous. Time is of the essence. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties agree that each term and provision of this Agreement shall be construed according to its fair meaning and not strictly for or against any Party. The duties and obligations imposed by this Agreement and the rights and remedies available under this Agreement are in addition to, and not a limitation of rights and remedies at law or in equity. Any notice sent to Bidscape shall be in writing and sent by Certified Mail, postage prepaid, to the local Bidscape credit office set forth in this Application or such other writing as Bidscape may later designate. Applicant consents to Bidscape sending information to Applicant regarding Bidscape’s products and prices at any time by fax to any fax number provided by Applicant, other electronic means or otherwise. A facsimile copy or electronic transmission will be treated as an original. Applicant shall not assign the Agreement or any interest herein without the prior written consent of Bidscape, and any attempted assignment, whether by operation of law or otherwise, shall be void without such prior written consent. Signatories acknowledge that Bidscape will rely, in the extension of credit pursuant hereto, to any personal guarantee.