Unico Flooring Distributors, Inc.

Terms and Conditions

The following are the Terms and Conditions which apply to any and all orders, acceptance of estimates, and requests for work to Unico Flooring Distributors, Inc.  Any acceptance of estimate, bid or request to order product or do work, is governed by the following Terms and Conditions (“Contract”). “Contracting Party” is any party that accepts an estimate or requests any product or work from Unico.

Unico Flooring Distributors, Inc. (“Unico”) will perform the work described in the general description by the estimate or bid and related documents.  A more specific description of the work and materials is contained in the estimates, purchase orders, quotes, invoices, and/or change orders that specifically reference the Contracting Party’s project. This Contract is supplemented by project specific estimates, purchase orders, quotes, invoices, and/or change orders.  The Parties hereto understand and acknowledge that this Contract sets forth the general conditions for all work performed by Unico on behalf or at the request of the Contracting Party.

Part I – The Work
1.01 Scope of Work
Unico’s work shall be limited to the supply of material and/or labor for the installation of Vinyl, Carpet, Wood, Tile, Cork, and Epoxy products.  Unico will serve as full-service flooring contractor, installing only specified flooring products in properties and/or job sites designated by the Contracting Party. Unico services include take off, estimation, materials procurement, materials receiving and/or warehousing, floor preparation, floor installation, site supervision, job walk-through and job punch list completion, as more specifically identified in the project-specific estimates, purchase orders, quotes, invoices, and/or change orders.  The Contracting Party will provide Unico with detailed specification of the services to be provided by Unico at designated job sites and/or properties.  Work shall be performed during normal business hours. Any evening or weekend overtime required by the Contracting Party to complete the job will be on a chargeable basis unless otherwise stated and agreed to in writing. 

Part II – Products
2.01 Materials
Unico will supply Vinyl, Carpet, Wood, Tile, Cork and Epoxy products as originally specified by the Contracting Party for the designated job sites and properties.

Part III – Our Commitment
3.01 Our Commitment
Unico warrants its workmanship for a period of one (1) year after completion.  All materials shall be subject to the manufacturer’s warranty, if any, and the Contracting Party agrees that the manufacturer’s warranty is the exclusive warranty as to the performance of the materials provided by Unico.  Unico’s warranty is subject to the terms, conditions and limitations set forth below.  
Part IV – General Provisions

4.01  Substitution of Materials
Unico shall endeavor to utilize the materials specified by the Contracting Party for the job site and/or properties.  In the event that such materials are not readily available or if, in the sole discretion of Unico, alternative materials of the same quality can be utilized to accomplish the Work, the Owner agrees to the substitution of available materials of comparable quality to those identified herein.

4.02  Advance on Materials
Manufacturers require prepayment on all custom-made and/or special order materials. If specified materials require special order, the Contracting Party is required to prepay 50% of the purchase price.  Unico will apply the prepaid amount to subsequent payment requests.  All materials will remain the property of Unico until payment is made in full and such materials shall not be moved without Unico’s written consent.

4.03  Payment Terms
Unico uses progressive billing for materials and/or labor provided.  All invoices are to be paid within thirty (30) days from the date of the invoice.    The Contracting Party agrees to submit all requests for revisions to the invoices within seven (7) days of receipt of the invoice.  Should no revisions be requested within the seven (7) day period, the Contracting Party agrees to pay the full amount of the invoice and waives any and all claims for alleged inaccuracies.   

4.04  Interest on Late Payments
The Contracting Party agrees to pay the invoiced amount pursuant to the terms set forth herein.  Payments over thirty (30) days past due shall begin accruing interest at a rate of 1.5% per month (18% per annum).  Any payments received after interest begins to accrue shall first be applied to unpaid interest before being applied to the principal.

4.05  Maintaining Lien Rights
Unico meticulously maintains it account records to ensure proper billing and collection.  To that end, Unico may, from time to time, provide the Contracting Party and Owner with written notices in order to protect Unico’s lien rights.  These notices are not meant to question the credit standing of your contractor/subcontractor, but are necessary to protect Unico’s interests.

4.06  Limited Liability
In the event of a dispute arising from the performance of this Contract, the Parties agree that the Contracting Party shall only be entitled to the recovery of actual damages in an amount less than or equal to the outstanding invoice payments or Contract Price.  The Contracting Party expressly waives, and Unico will not be liable for, any and all consequential damages, including, but not limited to, loss of use, storage, moving expenses, and damage to Contracting Party’s personal property and/or real property that is not the subject of this Contract or the Work to be performed pursuant to same. 

4.07  Presentment of Warranty Claims
Should a defect be identified during the Warranty Period(s) set forth above, the Contracting Party agrees to provide Unico with written notice of said defect, sent via certified mail, return receipt requested, to the address listed above. The Contracting Party must notify Unico in writing within the Warranty Period(s) set forth above and, in no event, later than thirty (30) days after initial discovery. Upon receipt of written notice, Unico shall have forty-five (45) days to inspect the alleged defect, determine whether it is covered by the applicable warranty, and make an offer of settlement and/or repair.  Should the Contracting Party fail to provide written notice prior to performing repairs, all warranties shall be null and void, and Unico shall not be liable for the cost of the repairs or any damages arising from the alleged defect.  This clause is subject to any requirements or guidelines set forth in the manufacturer’s warranty.  To the extent that the manufacturer’s warranty provides a different procedure of making a claim against the warranty, the manufacturer’s warranty shall be controlling.  Warranty claims are subject to the Limited Liability provision set forth above.

4.08  Dispute Resolution, Venue, Attorneys’ Fees and Waiver of Jury Trial
A. Mediation – The Parties agree that any claim or dispute relating to this Contract, or any other matters, disputes, or claims between the Parties, shall be subject to non-binding mediation.  The Party seeking mediation must submit its demand to the other party in writing, via certified mail, return receipt requested.  The Parties shall submit their dispute to a mutually agreeable mediator within sixty (60) days of said notice.  Any such mediation shall be held in the county in which the Property is located, and shall be conducted according to the mediation rules of the National Arbitration Forum or the American Arbitration Association.  Each Party shall bear its own mediation costs.  Prior to and during mediation, the Parties agree not to disparage one another in a public forum, including, but not limited to, the internet, social media sites, the Better Business Bureau, Yelp, Yahoo, Bing, Google, Facebook, or Twitter, by way of example. 
B. Venue – Proper venue of any disputes arising from this Contract shall be in the county in which the Property is located and the county in which Unico’s primary place of business is located.
C. Attorneys’ Fees – In the event of litigation, the Parties agree that the prevailing party shall be entitled to the recovery of its attorneys’ fees and costs of court.
D. Waiver of Jury Trial – THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THEIR RELATIONSHIP.  THE PARTIES ACKNOWLEDGE THAT A RIGHT TO A JURY IS A CONSTITUTIONAL RIGHT AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY ALL PARTIES TO THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.