UNEEKE Manufacturing Standard Terms and Conditions
1. ACCEPTANCE AND INCORPORATION OF TERMS
These Standard Terms & Conditions (“Terms”) apply to all proposals, quotations, estimates, sales, purchase orders, work authorizations, and agreements under which Uneeke Inc. (“Uneeke”) provides materials, products, drafting, modeling, engineering coordination, fabrication, manufacturing, or related services to a customer (“Customer”).
By signing, electronically accepting, approving, or otherwise authorizing Uneeke to proceed under a proposal or quotation that references these Terms, Customer acknowledges that it has had the opportunity to review these Terms and agrees that these Terms are incorporated into and made part of the agreement between Uneeke and Customer.
Customer’s issuance of a purchase order, notice to proceed, authorization to begin drafting or engineering, approval of submittals or shop drawings, payment of a deposit, authorization to procure materials, or other written direction to proceed shall also constitute acceptance of these Terms when the applicable Uneeke proposal or quotation references Uneeke Standard 200.01.
Any terms or conditions contained in a Customer purchase order, subcontract, vendor agreement, portal, acknowledgment, or other Customer-issued document that conflict with or add to these Terms shall not modify Uneeke’s agreement unless expressly accepted by Uneeke in a separate writing signed by an authorized representative of Uneeke.
In the event of a conflict between these Terms and Uneeke’s project-specific proposal or written amendment, the project-specific proposal or written amendment shall control only with respect to the specific provision expressly modified. All other provisions of these Terms shall remain in full force and effect.
2. PROPOSAL, SCOPE, AND CONTRACT DOCUMENTS
Uneeke’s scope of work is limited exclusively to the materials, products, quantities, services, drafting, engineering coordination, fabrication, manufacturing, and other items expressly identified in Uneeke’s written proposal, quotation, or approved written change order.
Plans, specifications, architectural drawings, shop drawings, submittals, schedules, bid documents, requests for proposal, purchase orders, subcontracts, prime contracts, or other project documents shall not expand Uneeke’s scope or obligations unless the applicable requirement is expressly identified and accepted in writing by Uneeke.
Uneeke is not responsible for performing a complete review of all project plans, specifications, contracts, or other project documents for requirements outside the specific products and services included in Uneeke’s proposal.
Unless expressly stated otherwise in Uneeke’s proposal, Uneeke is acting as a manufacturer and material supplier. Uneeke does not assume responsibility for field installation, field measurements, verification of existing conditions, substrates, structural design, building code compliance of the overall project, waterproofing, air or vapor barriers, flashing integration, attachment to existing construction, or the work of installers or other trades.
Customer is responsible for reviewing Uneeke’s proposal and confirming that the identified scope, products, quantities, finishes, dimensions, and services meet Customer’s project requirements before authorizing Uneeke to proceed.
Any item, service, quantity, product, finish, accessory, engineering requirement, testing requirement, certification, special packaging, delivery requirement, or other obligation not expressly included in Uneeke’s proposal is excluded unless subsequently added by written change order.
3. PRICING AND PAYMENT TERMS
Payment terms, amounts, and required payment milestones shall be as stated in Uneeke’s applicable proposal, quotation, or other written agreement.
Unless otherwise expressly agreed in writing, Uneeke’s payment structure may include separate payment or authorization milestones associated with preconstruction and engineering services, material procurement, production, fabrication, and completion of the finished product.
PRECONSTRUCTION AND ENGINEERING AUTHORIZATION
Upon acceptance of Uneeke’s proposal and receipt of any required initial payment identified in the proposal, Uneeke may begin project setup, drafting, modeling, engineering coordination, submittal preparation, and other applicable preconstruction services. Payments associated with these services are earned as Uneeke performs the work and are nonrefundable to the extent work has been performed or costs have been incurred.
MATERIAL PROCUREMENT AUTHORIZATION
Uneeke shall have no obligation to purchase, order, reserve, or commit raw materials to a project until Customer has provided all required approvals and Uneeke has received the applicable material procurement payment identified in the proposal. Material lead times shall begin or be confirmed only after all information, approvals, and payments necessary for material procurement have been received. Once materials have been ordered, purchased, reserved, allocated, or otherwise committed to the project, Customer shall be responsible for all associated material costs and commitments, including custom, special-order, and nonreturnable materials.
PRODUCTION AUTHORIZATION
Uneeke shall have no obligation to begin or continue fabrication or manufacturing until all required approvals and payments necessary to authorize production have been received. Production schedules are subject to Uneeke’s available manufacturing capacity at the time production authorization is received. Delays in Customer approvals or payments may result in adjustment of the anticipated production schedule.
PRODUCT COMPLETION AND FINAL PAYMENT
Unless otherwise expressly stated in Uneeke’s proposal, all remaining amounts due shall be payable in accordance with the payment terms identified in the applicable proposal. Uneeke may withhold delivery, shipment, release, or Customer pickup of completed products until all amounts then due have been paid. Customer’s payment obligation is not conditioned upon Customer’s receipt of payment from an owner, general contractor, developer, installer, or any other third party. Past-due amounts may result in suspension of drafting, procurement, fabrication, manufacturing, delivery, or other services. Any resulting delay shall not be considered a delay caused by Uneeke. Customer shall be responsible for reasonable costs of collection, including attorneys’ fees and other costs incurred by Uneeke in collecting amounts properly due, to the extent permitted by applicable law.
4. ENGINEERING, DRAFTING, AND PRECONSTRUCTION SERVICES
Uneeke may begin drafting, modeling, takeoffs, engineering coordination, submittal preparation, shop drawings, project setup, programming, material planning, or other preconstruction services upon Customer’s acceptance or authorization to proceed.
Customer acknowledges that these services require the commitment of Uneeke personnel, equipment, software, third-party consultants, engineering resources, and other costs before physical materials are purchased or fabrication begins.
All drafting, modeling, engineering coordination, shop drawing preparation, and other preconstruction services performed by Uneeke constitute compensable work.
If Customer cancels, suspends, delays, redesigns, rebids, transfers, or otherwise elects not to proceed with the project after Uneeke has begun preconstruction services, Customer remains responsible for payment for all work performed and costs incurred through the effective date of cancellation, suspension, or change.
Uneeke may apply amounts previously paid by Customer toward these earned costs. If the value of work performed and costs incurred exceeds amounts previously paid, Customer shall pay the remaining balance upon invoice.
Changes to dimensions, panel layouts, quantities, materials, finishes, attachment requirements, design criteria, project conditions, or other information after Uneeke has begun drafting or engineering may require additional services and may result in additional charges and schedule adjustments.
Unless expressly included in Uneeke’s proposal, Uneeke does not provide professional architectural or structural engineering services and does not assume design responsibility for the overall project or building system. Any third-party professional engineering or stamped calculations required for the project shall be separately identified and priced unless expressly included in Uneeke’s proposal.
Drawings, models, layouts, fabrication files, programs, details, and other work product prepared by Uneeke remain Uneeke’s proprietary work product until all amounts due for the applicable work have been paid in full. Customer may not use, reproduce, transfer, or provide Uneeke’s unpaid work product to another manufacturer, fabricator, supplier, or third party without Uneeke’s written authorization.
5. SUBMITTALS, SHOP DRAWINGS, AND APPROVALS
Where included in Uneeke’s proposal, Uneeke may prepare submittals, shop drawings, panel layouts, fabrication drawings, color selections, finish information, samples, or other documents necessary to define the products to be manufactured.
Customer is responsible for timely review and approval of all submittals and shop drawings and for confirming dimensions, quantities, materials, colors, finishes, profiles, panel layouts, joint locations, attachment requirements, and other project-specific information shown or identified therein.
Customer approval of submittals or shop drawings constitutes authorization for Uneeke to rely upon the approved information for material procurement, production planning, fabrication, and manufacturing.
Uneeke shall not be responsible for errors, omissions, conflicts, or conditions contained in information supplied or approved by Customer, the project owner, architect, engineer, general contractor, installer, or other third party.
Changes requested after approval may result in additional drafting, engineering coordination, material, fabrication, manufacturing, restocking, cancellation, or other costs and may affect lead times and production schedules. Such changes shall be treated as additional work and may require a written change order or revised proposal.
Uneeke is not responsible for delays resulting from incomplete information, conflicting documents, delayed approvals, revised approvals, or changes made after approval. Any production or delivery date affected by such delay or change shall be adjusted accordingly.
6. MATERIAL PROCUREMENT
Uneeke may procure, reserve, allocate, or otherwise commit materials for a project after receiving the approvals and payments required by the applicable proposal.
Material availability, manufacturer lead times, freight conditions, tariffs, surcharges, and market pricing are subject to change and may be outside Uneeke’s control. Unless expressly stated otherwise in writing, quoted material pricing and availability are based on conditions known at the time of Uneeke’s proposal and are subject to the validity period stated in the proposal.
Once Customer has authorized material procurement, Customer is responsible for materials ordered, purchased, reserved, allocated, or specially produced for the project, including custom colors, custom finishes, special-order products, and nonreturnable materials.
Customer-requested changes after material procurement authorization may result in additional costs, including cancellation charges, restocking fees, freight, storage, price differences, replacement materials, and other supplier or manufacturer charges.
If specified or selected materials become unavailable, discontinued, delayed, or commercially impractical to obtain, Uneeke may propose a reasonable substitute or revised schedule. Any substitute affecting price, appearance, performance, or scope shall be communicated to Customer for approval before proceeding.
Uneeke shall not be responsible for delays caused by manufacturers, suppliers, transportation providers, material shortages, allocation restrictions, force majeure events, or other circumstances beyond Uneeke’s reasonable control.
7. MANUFACTURING AND FABRICATION
Uneeke shall manufacture and fabricate products in accordance with the approved project information, approved shop drawings or fabrication documents, applicable product requirements, and Uneeke’s standard manufacturing practices.
Customer acknowledges that fabrication and manufacturing may involve customary production tolerances and inherent material characteristics. Minor variations that are within manufacturer tolerances, industry standards, approved samples, or normal fabrication tolerances shall not constitute defective work.
Once fabrication or manufacturing has begun, Customer-requested changes may require work to be stopped, revised, remade, or discarded. Customer shall be responsible for all resulting labor, material, engineering, programming, setup, tooling, remanufacturing, and schedule impacts.
Uneeke may sequence production in the manner it determines is most efficient based on approved information, material availability, production capacity, and project requirements.
Production dates and completion dates are estimates unless Uneeke expressly agrees in writing to a guaranteed date. Uneeke shall not be liable for schedule impacts resulting from Customer changes, delayed approvals, late payments, material delays, equipment failures, labor disruptions, transportation delays, or other circumstances beyond Uneeke’s reasonable control.
Products completed in accordance with approved drawings, approved selections, or Customer-provided information shall be considered properly manufactured even if subsequent field conditions, installation requirements, or project changes require modification.
8. CHANGES AND REVISIONS
Any change to the approved scope, quantities, dimensions, panel layouts, materials, colors, finishes, profiles, details, attachment requirements, delivery requirements, packaging, schedule, or other project information may constitute a change to Uneeke’s work.
Uneeke is not required to perform changed or additional work without written authorization. Uneeke may issue a revised proposal, change order, or other written pricing for additional costs and schedule impacts associated with the requested change.
Customer shall be responsible for costs incurred as a result of changes, including additional drafting, modeling, engineering coordination, programming, project management, material procurement, cancellation or restocking charges, fabrication, remanufacturing, labor, equipment, freight, storage, and other reasonably related costs.
If Customer directs Uneeke in writing to proceed with changed or additional work before final pricing is agreed, Uneeke may perform such work on a time-and-material or cost-plus basis using Uneeke’s then-current rates and applicable material and third-party costs.
Changes made after material procurement or production authorization may affect previously established lead times, production sequencing, and anticipated completion dates. Uneeke shall be entitled to a reasonable adjustment of the schedule.
Uneeke shall not be responsible for costs or delays resulting from revisions required because of inaccurate dimensions, incomplete information, conflicting documents, design changes, field conditions, or information provided by Customer or other project participants.
9. LEAD TIMES, PRODUCTION SCHEDULES, AND DELAYS
Any lead time, production duration, fabrication schedule, completion date, or delivery date provided by Uneeke is an estimate unless expressly guaranteed in a written agreement signed by an authorized representative of Uneeke.
Lead times and production schedules are dependent upon timely receipt of all required information, approved submittals and shop drawings, final dimensions, color and finish selections, material procurement authorization, production authorization, and all payments required by the applicable proposal.
Uneeke’s production schedule shall be established based on available manufacturing capacity at the time all requirements necessary to proceed have been satisfied. A preliminary or anticipated production date does not reserve manufacturing capacity unless expressly confirmed by Uneeke in writing.
Delays in Customer decisions, approvals, payments, information, dimensions, selections, or other required inputs may result in the project losing its anticipated position in Uneeke’s production schedule. Uneeke shall be entitled to reschedule the work based on its then-current production capacity.
Uneeke shall not be responsible for delays caused by material shortages, manufacturer or supplier delays, freight or transportation disruptions, equipment breakdowns, labor shortages, utility interruptions, governmental actions, severe weather, acts of God, force majeure events, or other circumstances beyond Uneeke’s reasonable control.
Customer-requested acceleration, priority production, overtime, special freight, expedited material procurement, or other measures intended to recover or shorten the project schedule are subject to Uneeke’s written approval and may result in additional charges.
Uneeke shall not be liable for liquidated damages, delay damages, lost profits, lost productivity, consequential damages, or other schedule-related damages unless Uneeke expressly accepts such liability in a separate written agreement signed by an authorized representative of Uneeke.
10. DELIVERY, SHIPPING, PICKUP, AND RISK OF LOSS
Delivery, freight, shipping, and pickup responsibilities shall be as stated in Uneeke’s applicable proposal or written agreement.
Unless expressly included in Uneeke’s proposal, freight, delivery, unloading, hoisting, jobsite distribution, storage at the project site, and installation are excluded from Uneeke’s scope.
Customer shall provide accurate delivery information and shall ensure that the designated delivery or pickup location is accessible, safe, and capable of receiving the products. Customer is responsible for coordinating personnel and equipment necessary for unloading unless Uneeke expressly agrees otherwise in writing.
Customer shall inspect products promptly upon delivery or pickup for visible shipping damage, shortages, or discrepancies. Visible damage or shortages shall be documented at the time of receipt and reported to Uneeke promptly.
Risk of loss or damage to products shall transfer to Customer upon delivery to the location identified in the applicable proposal, upon transfer to a third-party carrier when shipment is arranged on Customer’s behalf, or upon Customer pickup, as applicable, unless otherwise expressly agreed in writing.
Uneeke shall not be responsible for damage occurring after risk of loss has transferred, including damage caused by unloading, handling, storage, installation, other trades, weather exposure, jobsite conditions, or improper protection.
If Customer fails or refuses to accept delivery or pickup completed products when required, Uneeke may place the products into storage at Customer’s expense, and such storage shall not delay Customer’s payment obligations.
11. STORAGE OF MATERIALS AND COMPLETED PRODUCTS
Uneeke may store raw materials, work in progress, or completed products at its facility or at another suitable location as reasonably necessary for production and project coordination.
If materials or completed products are ready for the next scheduled project milestone but Customer is unable or unwilling to accept delivery, pickup, or release, Uneeke may store the products on Customer’s behalf.
Customer shall be responsible for reasonable storage, handling, relocation, insurance, and related costs resulting from delayed delivery, pickup, or release caused by Customer or project conditions outside Uneeke’s control.
Placement of products into storage shall not extend or postpone any payment obligation. Products shall be considered complete and ready for delivery or pickup when Uneeke provides notice that the applicable products are complete or otherwise available for release.
Uneeke will exercise reasonable care while products remain in its custody; however, Uneeke shall not be responsible for deterioration, damage, loss, or increased handling costs resulting from extended storage beyond the originally anticipated delivery or pickup period, except to the extent directly caused by Uneeke’s negligence.
Uneeke may require all outstanding amounts, including applicable storage and handling charges, to be paid before stored products are released.
12. CANCELLATION, SUSPENSION, AND TERMINATION
Customer may not cancel, suspend, terminate, or materially delay an accepted project without written notice to Uneeke.
Cancellation, suspension, termination, or delay does not relieve Customer of its obligation to pay for work performed, services rendered, materials ordered or committed, work in progress, completed products, third-party commitments, cancellation or restocking charges, storage, freight, and other costs reasonably incurred by Uneeke in connection with the project.
Upon cancellation, suspension, or termination, Uneeke may immediately stop work and determine the value of work performed and costs incurred through the effective date of the cancellation, suspension, or termination. Uneeke may apply amounts previously paid by Customer against those amounts.
If amounts previously paid are insufficient to cover Uneeke’s earned compensation and incurred costs, Customer shall pay the remaining balance upon invoice.
Custom-fabricated products, project-specific materials, special-order materials, custom colors or finishes, and other nonreturnable items shall remain the financial responsibility of Customer once ordered, committed, or placed into production.
If a suspended or delayed project later resumes, Uneeke may require updated pricing, revised lead times, additional mobilization or setup costs, and payment of all outstanding amounts before work resumes.
Uneeke may suspend or terminate its performance for Customer’s failure to make required payments, provide timely approvals or information, or otherwise perform Customer’s obligations. Any resulting schedule impact shall not be considered a delay caused by Uneeke.
Cancellation or termination shall not affect provisions intended to survive completion or termination, including payment obligations, ownership of work product, limitations of liability, collection rights, and other accrued rights and remedies.
13. CUSTOM MATERIALS AND NONRETURNABLE PRODUCTS
Many products manufactured or supplied by Uneeke are custom fabricated, project specific, made to order, specially finished, or procured specifically for Customer’s project. Such products and materials may have limited or no resale value and may not be returnable to the manufacturer or supplier.
Once Customer has approved or authorized procurement, Customer shall be responsible for all custom, special-order, project-specific, or nonreturnable materials purchased, ordered, reserved, allocated, or committed by Uneeke for the project.
Customer-requested changes, cancellations, suspensions, or reductions in scope after materials have been committed do not relieve Customer of responsibility for the associated material costs, supplier charges, cancellation fees, restocking fees, freight, storage, handling, or other related costs.
Custom-fabricated or project-specific products manufactured in accordance with approved drawings, approved selections, or Customer-provided information are not returnable solely because Customer’s project requirements, field conditions, installation methods, schedule, or design later change.
Uneeke may, but is not obligated to, attempt to mitigate Customer’s costs by returning, reallocating, reselling, or repurposing materials where commercially reasonable. Any credit to Customer shall be limited to amounts actually recovered by Uneeke, less all associated costs, fees, handling, freight, and losses.
14. INSPECTION, ACCEPTANCE, AND CLAIMS
Customer shall inspect products promptly upon delivery, pickup, or receipt and shall notify Uneeke in writing of any claimed shortage, visible damage, incorrect product, or apparent manufacturing defect.
Claims for visible shipping damage, shortages, or discrepancies shall be documented at the time of receipt whenever reasonably possible. Customer shall preserve packaging, photographs, delivery records, and other available evidence necessary to evaluate the claim.
Customer shall provide Uneeke a reasonable opportunity to inspect and evaluate any product claimed to be defective before the product is altered, repaired, installed, removed, discarded, or replaced.
Customer shall not back charge, deduct, offset, repair, replace, or engage others to perform corrective work at Uneeke’s expense without first providing Uneeke written notice of the claimed issue and a reasonable opportunity to investigate and, where applicable, cure the issue.
Installation, modification, cutting, drilling, forming, painting, coating, or other alteration of a product by Customer or others may constitute acceptance of the product with respect to conditions that were reasonably observable before such work was performed.
Uneeke shall not be responsible for claims resulting from improper unloading, storage, handling, installation, field modification, misuse, abuse, exposure, work by others, or failure to follow applicable manufacturer instructions.
Minor variations in color, sheen, texture, grain, pattern, flatness, dimensions, or appearance that are inherent in the material or within applicable manufacturer, industry, approved sample, or normal fabrication tolerances shall not constitute defective products.
15. WARRANTIES AND LIMITATIONS
Uneeke warrants that products manufactured by Uneeke will be free from material defects in Uneeke’s workmanship at the time of delivery or pickup and will substantially conform to the approved fabrication information applicable to the products.
Unless a different written warranty is expressly provided by Uneeke, Uneeke’s workmanship warranty is limited to the repair or replacement, at Uneeke’s option, of products determined by Uneeke to contain a covered manufacturing defect.
Manufacturer warranties applicable to raw materials, coatings, finishes, or third-party products shall be passed through to Customer to the extent such warranties are transferable and available. Uneeke does not independently warrant the performance of products manufactured by third parties beyond the applicable manufacturer’s warranty.
Uneeke’s warranty does not cover damage or failure resulting from improper installation, improper storage or handling, field modification, misuse, abuse, accident, structural movement, substrate conditions, water intrusion, incompatible materials, improper maintenance, normal weathering, environmental exposure, work by others, or conditions outside Uneeke’s control.
Uneeke’s warranty does not cover normal or inherent material characteristics, including oil canning, minor color or finish variation, directional appearance, grain variation, or other aesthetic conditions that fall within manufacturer or industry tolerances.
Customer shall provide prompt written notice of any warranty claim and a reasonable opportunity for Uneeke to inspect the affected product. Uneeke shall have the first right to determine an appropriate repair or replacement remedy for a covered claim.
Except for warranties expressly stated in Uneeke’s written proposal or these Terms, Uneeke disclaims all other warranties to the fullest extent permitted by law, including implied warranties of merchantability or fitness for a particular purpose.
16. INSTALLATION EXCLUSION AND SUPPLY-ONLY RESPONSIBILITIES
Unless installation is expressly included in Uneeke’s written proposal, Uneeke’s scope is limited to manufacturing, fabrication, material supply, and any specifically identified drafting, modeling, engineering coordination, packaging, or delivery services.
Uneeke is not responsible for field installation, field labor, supervision of installers, means and methods of installation, jobsite safety, scaffolding, lifts, cranes, hoisting, temporary protection, field measurements, substrates, framing, waterproofing, air or vapor barriers, flashing integration, sealants, structural support, attachment conditions, or work performed by others.
Customer and its installer are responsible for verifying field dimensions, substrates, support conditions, attachment requirements, tolerances, clearances, interfaces with adjacent construction, and overall suitability of the products for installation before fabrication when such information is required from the field.
Uneeke may provide drawings, details, recommendations, or technical information to assist with product fabrication or coordination. Such information does not transfer responsibility for installation means and methods, field conditions, structural adequacy, code compliance of the overall assembly, or the work of the installer to Uneeke.
Any field modification, alteration, repair, or adjustment of Uneeke’s products performed by others is the responsibility of the party performing such work and may affect applicable warranty coverage.
Uneeke shall not be responsible for costs associated with removal, access, scaffolding, lifts, cranes, labor, reinstallation, temporary protection, interior work, finishes, or other consequential work required to access or replace a product, except where Uneeke expressly agrees otherwise in writing.
17. LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES
To the fullest extent permitted by applicable law, Uneeke’s liability arising out of or relating to any proposal, order, product, service, or project shall be limited to the direct damages actually caused by Uneeke and shall not exceed the amount paid or payable to Uneeke for the specific products or services giving rise to the claim.
Under no circumstances shall Uneeke be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, loss of use, loss of productivity, business interruption, liquidated damages, delay damages, financing costs, or damages arising from obligations Customer has assumed to third parties.
Uneeke shall not be liable for costs associated with removal, demolition, access, scaffolding, lifts, cranes, hoisting, temporary protection, field labor, reinstallation, interior repairs, finishes, or work by other trades unless Uneeke expressly accepts such responsibility in writing.
Any limitation of liability stated in Uneeke’s proposal shall apply in addition to this Section. If a project-specific written agreement expressly modifies this limitation, the modification shall apply only to the extent specifically stated.
The limitations in this Section shall apply regardless of the legal theory asserted and shall survive completion, cancellation, suspension, or termination of the applicable project.
18. INDEMNIFICATION
To the fullest extent permitted by applicable law, each party shall be responsible for claims, damages, losses, and expenses to the extent caused by its own negligent acts or omissions or those of persons for whom it is legally responsible.
Uneeke shall not be required to indemnify, defend, or hold harmless Customer or any other party for claims arising from the negligence, willful misconduct, breach of contract, installation activities, field conditions, design responsibilities, or work of Customer or third parties.
Customer shall indemnify and hold Uneeke harmless from claims, damages, losses, costs, and expenses arising from Customer-provided designs, dimensions, specifications, instructions, approvals, field conditions, installation activities, misuse or modification of products, or work performed by Customer or others, except to the extent directly caused by Uneeke’s negligence or willful misconduct.
Nothing in these Terms shall require either party to provide indemnification beyond the extent permitted by applicable law.
19. LIEN, COLLECTION, AND PAYMENT RIGHTS
Uneeke reserves all lien, bond, payment claim, stop notice, trust fund, and other statutory or contractual payment rights available under applicable law.
Customer shall provide accurate project, owner, contractor, lender, property, and jobsite information reasonably requested by Uneeke for purposes of preserving or enforcing payment rights.
Uneeke’s use of preliminary notices, notices of intent, lien claims, bond claims, or other statutory remedies shall not constitute a breach of contract or waiver of any other right or remedy.
Customer shall not condition payment of amounts properly due to Uneeke upon Customer’s receipt of payment from an owner, general contractor, developer, installer, lender, or other third party unless Uneeke expressly agrees to such condition in writing.
Uneeke may suspend performance, withhold products, decline release or shipment, or exercise other lawful remedies when amounts due remain unpaid.
Customer shall be responsible for reasonable collection costs, attorneys’ fees, court costs, filing fees, and other expenses incurred by Uneeke in enforcing payment obligations, to the extent permitted by applicable law.
No acceptance of partial payment, late payment, or payment marked as final or in full shall waive Uneeke’s right to recover the remaining amount due unless Uneeke expressly agrees to the settlement in a separate writing signed by an authorized representative.
20. TAXES
Unless expressly stated otherwise in Uneeke’s proposal, quoted prices do not include sales, use, excise, value-added, or other taxes imposed by a governmental authority on the sale, manufacture, delivery, or use of Uneeke’s products or services.
Customer shall be responsible for all applicable taxes unless Customer provides Uneeke with a valid and legally sufficient exemption or resale certificate before the applicable transaction is processed.
If Uneeke is later assessed taxes, penalties, or interest attributable to Customer’s failure to provide accurate exemption documentation or information, Customer shall reimburse Uneeke for such amounts to the extent permitted by law.
21. FORCE MAJEURE
Uneeke shall not be liable for delay, suspension, increased cost, or failure to perform caused by events or circumstances beyond Uneeke’s reasonable control.
Such events may include acts of God, severe weather, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil disturbance, governmental action, tariffs, embargoes, labor disputes, strikes, transportation disruptions, utility failures, equipment breakdowns, cyber incidents, supplier failures, material shortages, allocation restrictions, or other similar events.
Uneeke’s time for performance shall be reasonably extended for the duration and impact of any force majeure event.
If a force majeure event materially increases the cost or commercial burden of performance, the parties shall reasonably cooperate to address resulting price, material, delivery, or schedule impacts. Uneeke shall not be required to absorb extraordinary costs caused by circumstances beyond its reasonable control.
22. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms and all transactions between Uneeke and Customer shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict-of-law principles, unless the parties expressly agree otherwise in a written agreement signed by an authorized representative of Uneeke.
Before initiating litigation, the parties shall make a good-faith effort to resolve any dispute through direct discussions between authorized representatives with authority to resolve the matter.
If the dispute is not resolved through direct discussions, either party may pursue any remedy available at law or in equity. Nothing in this Section shall prevent Uneeke from timely preserving or enforcing lien, bond, collection, or other statutory payment rights.
Unless otherwise required by applicable law or expressly agreed in writing, any legal action arising out of or relating to these Terms or a transaction with Uneeke shall be brought in a court of competent jurisdiction located in the State of Utah.
The prevailing party in any action to enforce these Terms or collect amounts properly due shall be entitled to recover reasonable attorneys’ fees and costs to the extent permitted by applicable law.
23. ENTIRE AGREEMENT, MODIFICATION, WAIVER, AND SEVERABILITY
Uneeke’s applicable proposal or quotation, these Terms, approved written change orders, and any other written amendment signed by an authorized representative of Uneeke constitute the agreement between Uneeke and Customer with respect to the applicable transaction.
These documents supersede prior or contemporaneous discussions, negotiations, representations, communications, or understandings relating to the same subject matter, except for obligations expressly preserved in a written agreement between the parties.
No modification, amendment, waiver, or exception to these Terms shall be binding upon Uneeke unless expressly agreed to in writing by an authorized representative of Uneeke.
Uneeke’s failure or delay in enforcing any provision shall not constitute a waiver of that provision or of Uneeke’s right to enforce it later.
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
Headings are provided for convenience only and shall not limit or alter the meaning of any provision.
Provisions that by their nature are intended to survive completion, cancellation, suspension, or termination, including payment obligations, ownership rights, warranty limitations, limitations of liability, indemnification, collection rights, and dispute provisions, shall survive.
24. ELECTRONIC ACCEPTANCE AND WEBSITE TERMS
Uneeke may publish and maintain these Terms electronically on its website or through another electronic location identified in Uneeke’s proposal, quotation, order acknowledgment, or other transaction document.
When an Uneeke proposal or quotation references Uneeke Standard 200.01 and provides Customer access to these Terms by website address, hyperlink, QR code, or other electronic means, Customer’s acceptance of the proposal or authorization for Uneeke to proceed constitutes acceptance of the version of these Terms identified or made available in connection with that transaction.
Electronic signatures, electronic approvals, email authorizations, digital acceptance, and other electronic records may be used to evidence Customer’s acceptance and shall have the same force and effect as paper documents and handwritten signatures to the extent permitted by applicable law.
Uneeke may update these Terms from time to time. Unless otherwise expressly agreed in writing, revisions published after Customer’s acceptance of a specific proposal shall apply prospectively to future transactions and shall not retroactively modify an existing accepted proposal.
The version of Uneeke Standard 200.01 in effect and referenced or made available at the time of Customer’s acceptance shall govern the applicable transaction unless the parties subsequently agree to a written modification.
Customer is encouraged to retain a copy of these Terms with its project records at the time of acceptance.