GENERAL TERMS AND CONDITIONS FOR ALL SALES AND SERVICES

Physical Address: 400 Union Bower Ct #422, Irving, Texas 75061

Mailing Address: PO Box 153049, Irving, TX 75015

Office Phone: (972) 254-8424

Email: sales@uniquestainlessdesigns.com

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PLACING AN ORDER. ALL SALES AND SERVICES ARE COVERED BY THESE GENERAL TERMS AND CONDITIONS, WHETHER OR NOT YOU SIGN THIS.

This Agreement, including the accompanying attachments and all Change Orders (as defined below) (collectively, the “Agreement” or “Order”), is a legally binding contract between you (“you” or “Customer”) and Unique Stainless Designs, LLC, a Texas limited liability company (“Unique”).

A.      The address of the jobsite (“Jobsite”) is:

1. ESTIMATE OF WORK. Unique will provide Customer with an Estimate of Work (“Estimate”). The Estimate describes the scope of work, and the Materials and Services (hereafter defined) offered by Unique to Customer. If something is missing from the Estimate then you need to let us know, in writing, before we start your Order, otherwise the Estimate is deemed both sufficient and complete. Work required by Unique or requested by Customer, not set forth on the Estimate, will be billed at the company’s standard hourly rate, and is due as provided in this Agreement or if not provided herein, then within 10 days after Unique’s rendition of an invoice, bill, or statement. Unless delivery or installation by Unique is specified on the Estimate or in this Agreement, you are responsible for the pick-up of your Order at your expense, at Unique’s facility in Irving, Dallas County, Texas, unless directed elsewhere by Unique.

2. ESTIMATE OF PRICING; ADVANCE PAYMENT. Unique will endeavor to offer accurate pricing in the Estimate, however, changed circumstances involving Materials and Services, delivery pricing and other factors, may result in Estimate repricing, for which Customer shall be liable. Unique shall not be in breach hereof if Unique’s approximation of pricing is inaccurate for any reason whatsoever. Some Estimates may require full payment in advance, as provided in the Estimate, as solely determined by Unique. Typically, Estimates for Materials and Services that are less than $2500 or for which custom fabrication or special materials are required must be paid in full, in advance, before Unique will start production (“Prepay Requirements”).

3. ESTABLISHMENT OF ACCOUNT. Unique shall provide and sell to Customer the Materials and Services as selected by Customer, as specified in the Estimate. Customer shall furnish to Unique Customer’s construction specifications, design schematics, orders, and if deemed necessary by Unique, allow access to the Jobsite for the purpose of field measuring, design, delivery, installation and/or repair, and purchase from Unique of goods, services, materials, labor and products (collectively, the “Materials and Services”). If Customer submits Change Orders, delays delivery of plans or access to the Jobsite, amends plans, or plans are incomplete, insufficient, or incorrect, then Unique reserves the right to amend its pricing and timing by notice to Customer.

4. EFFECTIVE DATE AND ACCEPTANCE. This Agreement: (a) commences on the date that Customer executes this Agreement and delivers it to Unique, if Unique’s offers contained in the Estimate have not been previously withdrawn; (b) continues until the sale of Materials and provision of Services are deemed complete by Unique; and (c) ends on the earlier date that Final Payment (hereafter defined) has been made by Customer or the date of termination of this Agreement due to Customer’s breach. If Unique does not receive from Customer a fully executed Agreement in either manual or electronic form but receives from Customer information and documentation necessary to prepare your Order, then such receipt by Unique shall be deemed to evidence your acceptance of all terms set forth herein. Furthermore, you acknowledge receipt of the General Terms and Conditions which are included with our Estimate and available online at https://uniquestainlessdesigns.com/wpautoterms/terms-and-conditions/. Payment of Unique’s invoices and use of Unique’s work product shall be deemed to further evidence your acceptance of all Materials and Services, as well as the terms and conditions set forth herein and therein.

5. CONTRACT PRICE AND CHANGE ORDERS. The Estimate amount will be the initial pricing (“Contract Price”) for the Materials and Services described, subject to the conditions described above as well as additions and deletions pursuant to any Change Order (“Change Order”) agreed upon in writing in advance, and signed by the Customer and Unique. If you elect to pay Unique with a credit or debit card, ACH, or wire transfer, and if Unique elects to accept such method of payment, then the Contract Price shall automatically be adjusted to include all processing and transfer fees paid by Unique to receive and process each of your payments. If you pay by check and the instrument is dishonored by Unique’s bank for any reason, then the Contract Price shall automatically be adjusted to include all fees, costs, and amounts charged to Unique by Unique’s bank. The cost of all Change Orders will be added to or subtracted from the Estimate, as the case may be, and will be included in the Final Payment.

6. SCHEDULE OF PAYMENTS. Unique will schedule the construction of Materials and the provision of Services only upon receipt of the Prepay Requirement or cash sum described in the Estimate (“Down Payment”), subject in all events to Prepay Requirements. The Down Payment (or Prepay Requirement) is due on the Effective Date described in the Estimate. In some circumstances, installment payments (“Installment Payments”) are required, as shown on the Estimate. The Estimate will show required payment amounts and due dates (“Payment Schedule”). Final payment is due and payable at substantial completion, as notified by Unique; all notifications may be electronic. Unique will give Customer notice once the provision of Materials and Services is completed. Payments may be made via check, wire transfer, or credit card, unless Unique restricts your method of payment due to your past performance or credit history. Payments must be made timely, and in accordance with the Payment Schedule. Adjustment, repair issues, delivery delays, and matters beyond the control of Unique do not allow you to forego timely payment to Unique.

7. PAYMENT AND DELINQUENT CHARGES. Customer agrees to pay the full amount due as stated in the Estimate, the Invoices and Statements by the Due Dates provided in the Estimate, Invoices and Statements which may be furnished by Unique from time to time. If any payment is not actually received by Unique within three days after its Due Date, a delinquent charge in the amount of 5% of the amount due will be imposed. Delinquent balances will accrue finance charges of 18% per annum on the unpaid balance, commencing as of the fourth day after the Payment Due Date, and continuing until the Final Payment has been received.

8. ESTIMATED TIME FRAME. Unique will provide an Estimated Start and End Date for the Materials and Services ordered by Customer on the Estimate. Dates of performance are subject to reasonable commercial efforts by Unique; timing for delivery of Materials and Services is not of the essence. Dates may be affected by late payments from Customer, holidays, weather, the availability of Unique’s staffing, materials from Unique’s vendors, suppliers, and/or Jobsite conditions (including but not limited to pre-existing Jobsite conditions and/or accessibility to the Jobsite on the indicated dates) over which Unique has no or limited control and for which Unique will not be held liable by Customer. Unique shall not be in breach hereof if Unique’s approximations of timing are inaccurate for any reason whatsoever, as such approximations are merely estimates. Customer should anticipate delays and allow for extra timing both before and after placing an order with Unique. Customer acknowledges that delays often occur. If Customer’s payment is received late or rejected by Unique’s bank, then all estimated timing will automatically increase by the number of days in which the payment is late, or if rejected, then the delay period shall equal the number of days between the date Customer is advised that payment has been rejected and the date that Unique receives from Customer cash or cash equivalent. Unique is not obligated to notify Customer of Unique’s late performance or postponed delivery of Materials and Services.

Unique will provide the Materials and Services in four stages:

1)       “Design Period” means the period commencing from the time subsequent to the execution and delivery of this Agreement when one or more Unique employees, subcontractors, or representatives work with Customer to design, provide, and submit to Customer custom Material shop drawings (“Drawings”) for review and acceptance, and terminating at the time when all or substantially all of the Drawings have been rendered and the Drawings have been accepted in writing by Customer.

2)       “Production Period” means the period commencing from the time subsequent to the approval from Customer of Drawings and terminating at the time when all or substantially all of the Materials have been constructed and completed.

3)       “Acceptance Period” means the period commencing from the time subsequent to the completion of the Production Period when Customer receives Materials by means of pick-up, delivery, or installation at the Jobsite by one or more Unique employees, subcontractors, or representatives, and terminating at the time when all or substantially all of the Materials have been installed in substantial accordance with the Services described in the Estimate.

4)       “Completion” means the last day of the Acceptance Period.

9. CUSTOM ORDERS AND CANCELLATION. All Orders for custom products where Customer has requested specific attributes (e.g., materials, size, finish, color) or where Unique builds only to Order per Drawings (“Custom Order”) require a non-refundable, advance, Down Payment. You, the Customer may cancel the Order during the Design Period by giving written notice of cancellation to Unique, however, you will forfeit the Down Payment and Prepay Requirement, and neither will be refunded or thereafter applied to other orders. After the Design Period has ended you cannot cancel the Order, and you will remain liable for the full performance of all obligations under the Estimate. Any notice of cancellation shall affect neither Customer’s obligation to repay any outstanding indebtedness to Unique nor Unique’s right to collect the indebtedness.

10. STORAGE FEES. If the Order is completed and Unique does not provide delivery and/or installation Services, Customer must arrange for acceptance and pick-up of Materials from Unique’s warehouse within five days from the time Unique gives Customer notice of Order completion. If any Order is not retrieved by Customer within five days after notice from Unique, a storage charge (“Storage Charge”) in the amount of $3.00 per sq ft per month of the amount of storage space required will be imposed commencing as of the sixth day after notice from Unique and continuing until the Order is retrieved by Customer. The Storage Charge will be added to the Final Payment amount or invoiced separately and is due when invoiced. Orders not retrieved by Customer within 10 days after Order completion may result in destruction and recycling of some or all of the components; Customer shall pay Unique upon rendition of invoice for all amounts incurred by Unique with respect to such efforts. Delinquent balances will accrue finance charges of 18% per annum on the unpaid balance.

11. INSTALLATION SERVICES. Unique is a construction trade company, not a general contractor. Unique will not negotiate the right to enter the Jobsite with your landlord, contractor, lessor, or Jobsite owner; Unique is not responsible for noise, vibration, odors, or dust containment and must be furnished a convenient place at the installation location to put installation debris for disposal by Customer. When Unique has been hired to provide field measuring, design, production, or installation services, Customer acknowledges that Unique must allow for clearances and tolerances for installation purposes and fitment. Fitment of custom orders in designated spaces will have allowances for clearances and tolerances. These clearances will be up to +/- (1/4”-1/2”). If greater than a ½” clearance is required Unique will provide adequate trim to cover such clearance. If equal to or less than ½” then it is the Customer’s responsibility to caulk and paint after Unique’s completion. Unique does not provide caulking or painting once completed. Customer acknowledges that tolerances, gaps, spaces, and clearances are to be expected. Customer is forewarned that some materials used by Unique, its contractors and subcontractors, may be environmentally regulated and as a consequence, may require special handling, transportation, and disposal. Unique cannot connect or disconnect pressurized lines (gas lines, water pipes, etc.) or electrical connections. At the completion of the installation Unique will conduct a walk-through at the Jobsite with Customer on the day of completion, if Customer is available to do so. A walk-through is an onsite meeting between you and the Unique installation personnel for you to review the Materials and Services performed through that date. It is your responsibility to be on the Jobsite for the walk-through to understand its component parts and operations. Final Payment will become due at that time.

12. LIMITATION ON DAMAGES. UNIQUE MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SUITABILITY OR FITNESS OF THE MATERIALS, SERVICES, OR INSTALLATION SITE FOR A PARTICULAR PURPOSE. YOU EXPRESSLY ACKNOWLEDGE THAT AN INSTALLATION REQUIRES PENETRATION OF WALL AND FLOOR SURFACES, DEMOLITION OR AT MINIMUM, SCRATCHING OF ADJACENT WALL AND FLOOR SURFACES, CABINET SURFACES, AND OTHER MATERIAL SURFACES, AND THAT UNIQUE, INCLUDING ITS MANAGERS, MEMBERS, OFFICERS, EMPLOYEES, CONTRACT PERSONNEL, SUBCONTRACTORS, AGENTS, AND REPRESENTATIVES (COLLECTIVELY WITH UNIQUE, “UNIQUE PARTIES”) ARE EXPRESSLY AND ENTIRELY NOT LIABLE FOR ANY DAMAGE CAUSED BY UNIQUE PARTIES TO ANY SURFACES OR SUBSURFACE STRUCTURAL COMPONENTS, CONDUIT, WIRING, PLUMBING, HVAC, OR OTHER ELECTRICAL, PLUMBING, STRUCTURAL, MECHANICAL OR PRESSURIZED SYSTEM, EVEN IF WIRES, DRAINS, VALVES, OUTLETS, OR OTHER FEATURES CONNECTED THERETO ARE VISIBLE. UNIQUE PARTIES SHALL NOT HAVE ANY LIABILITY OF ANY KIND, DIRECT OR INDIRECT, TO YOU FOR ANY DAMAGES OTHER THAN ACTUAL DAMAGES DIRECTLY AND PROXIMATELY RESULTING FROM THE FAILURE OR NON- PERFORMANCE OF THE MATERIALS AND SERVICES HEREUNDER, AS LIMITED BY THE PROVISIONS OF THIS AGREEMENT AND THE ESTIMATE. THE MAXIMUM LIABILITY OF UNIQUE PARTIES FOR ANY DAMAGES SHALL BE LIMITED SOLELY TO THE AMOUNT PAID BY YOU TO UNIQUE FOR MATERIALS AND SERVICES UNDER THIS AGREEMENT AND ALL CHANGE ORDERS. THE LIABILITY, IF ANY, OF UNIQUE PARTIES, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE, SHALL NOT IN ANY EVENT INCLUDE LIABILITY FOR LOSS OF PROFITS, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF YOU HAVE ADVISED UNIQUE OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS CAREFULLY READ THIS PARAGRAPH AND FULLY UNDERSTANDS THAT IT LIMITS DAMAGES CUSTOMER MAY SEEK AGAINST UNIQUE AND UNIQUE PARTIES.

13. LIMITED WARRANTY. Unique warrants only to the party identified below as “Customer” that the Materials and Services provided by Unique will be free from significant and material defects directly related to the provision of the Materials and Services for a period of one year from Completion (“Warranty Term”). This warranty is not assignable. This warranty does not cover cosmetic details in the Materials, nor Customer’s failure to properly measure the space intended to place the Materials, nor Customer’s misunderstanding of utility needs, capacities, and availability. Customer acknowledges the inherent differences in materials, finishes, patterns, colors, sizes, textures, and fabrics that occur in naturally occurring or man-made products like metal, tile, wood, and stone, as well as appliances, fixtures, equipment, and display products. Unique may not be capable of an exact reproduction of products ordered and Customer should anticipate differences, scratches, and tolerances due to manufacturing processes including but not limited to laser cutting, press braking, bending, stud gun, welding, and finishing. Materials will be supplied with manufacturing and delivery stains and marks. These marks and stains will be present in the Materials, and Customer accepts these conditions and imperfections. These defects are unavoidable and any Material containing such marks and stains shall be deemed commercially acceptable and cannot be rejected. The Materials may be shipped with a PVC protective film applied; this film is for the protection of the finish on the Materials. Some parts of the Materials will have the film removed during the manufacturing process, these areas will be exposed, and Customer should take precautions while handling Materials to prevent accidental damage. Customer shall be responsible for removal of film after installation, and final clean-up and disposal of film and any residue it leaves behind. This limited warranty excludes the following actions and inactions by Customer and Customer’s employees, agents, and contractors: installation; negligence; intentional actions; damage; misuse; abuse; modification; incorporation into other materials and equipment; neglect; failure to adequately maintain, repair, and / or replace component parts; transfer of Materials or any component of Materials to third parties including Customer’s lenders; transportation of Materials, and repairs furnished by anyone other than Unique. If Customer is dissatisfied for any reason with the Materials sold by Unique to Customer, then Customer shall furnish Unique an itemized list and photographic evidence of the cause of Customer’s dissatisfaction within three days after the completion and furnishing of Materials and Services, as appropriate. Unique is afforded 30 days to address manufacturing issues. In no event, however, shall Unique be liable for Customer’s consequential damages, punitive or exemplary damages, loss of profits, or any amount in excess of the amounts actually paid by Customer and received by Unique for the Materials that are the subject of the warranty claim. Customer indemnifies and agrees to defend Unique and all Unique Parties from all claims, causes of action, damages, losses, liabilities and actions in connection with the Materials. This warranty is deemed void if written notification of a claim hereunder is not provided by Customer to Unique prior to expiration of the Warranty Term. THIS WARRANTY IS CUSTOMER’S EXCLUSIVE WARRANTY WITH RESPECT TO THE MATERIALS AND SERVICES. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE PROVIDED. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. NO WARRANTIES APPLY AFTER THE WARRANTY TERM. FURTHER AND NOTWITHSTANDING THE FOREGOING, NO WARRANTY IS OFFERED TO CUSTOMER: (a) IF BOX B OF THIS AGREEMENT IS CHECKED OR INITIALED, (b) IF CUSTOMER USES A DELIVERY SERVICE TO OBTAIN THE EQUIPMENT AND MATERIALS, OR ANY OF ITS COMPONENT PARTS, (c) IF CUSTOMER DOES NOT REQUIRE INSTALLATION BY UNIQUE, OR (d) IF UNIQUE IS UNWILLING TO PROVIDE INSTALLATION SERVICES.

14. NOTICES. All notices and other communications that are required or may be given under this Agreement must be in writing and will be deemed to have been duly given when delivered in person or received by confirmed email or upon receipt after dispatch by overnight courier, or by certified or registered mail, postage prepaid, to the party to whom the notice is given. Notices shall be given to the addresses contained in this Agreement and/or the Estimate.

15. CHOICE OF LAW; ARBITRATION. This Agreement shall be governed by, and construed and enforced under, the laws of the State of Texas, excluding those laws therein related to conflicts of law. Should any dispute arise between the parties with regard to any provision of this Agreement or the performance by either party of its obligations under this Agreement and the parties cannot resolve such dispute by mutual agreement, the parties agree to submit to binding arbitration in accordance with and pursuant to the rules and procedures of the American Arbitration Association and State law as the case may be. In the event arbitration is necessary to resolve any dispute between the parties, (i) such arbitration proceedings shall be held in Dallas County, Texas and (ii) the prevailing party, in addition to all other relief awarded by arbitrators, shall be entitled to recover reasonable costs and reasonable attorneys’ fees if and to the extent awarded such recovery by the arbitrators.

16. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between Customer and Unique and supersedes all prior agreements and understandings, oral and written, with respect to the subject matter hereof and may not be amended, modified, or terminated unless done so in a written instrument executed by both Unique and Customer. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAD THE OPPORTUNITY TO HAVE LEGAL COUNSEL REVIEW THIS AGREEMENT.

17. NO WAIVER. The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall in no way constitute a waiver of any of its rights as set forth herein, at law or in equity, or a waiver by either party of any other provision or subsequent default by the other in the performance of or compliance with any of the terms and conditions set forth herein.

18. THIRD PARTIES. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person or persons other than the named parties to this Agreement and Unique’s successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any rights of subrogation or action against any party to this Agreement.

19. SUBCONTRACTORS. Unique reserves the right to use subcontractors to perform the Services. This Agreement, and Unique’s liability, obligations, and responsibility to Customer, is limited to the Services, under the terms and conditions of this Agreement. If Customer engages separate contractors and subcontractors with respect to any portions of the Materials and Services, then Unique shall have no liability, or responsibility, or any obligations whatsoever for such independent work (“Separate Work”). Customer waives, releases, and relinquishes any and all claims against Unique for such Separate Work, EXPRESSLY INCLUDING UNIQUE’S OWN NEGLIGENCE.

20. HAZARDOUS MATERIALS. Customer assures Unique that no hazardous materials are present at or near the area where Unique Parties will install the Materials. Work under this Agreement shall not include investigation, detection, abatement, encapsulation or removal of any hazardous or contaminated materials. Unique has the right to discontinue its activities if and when hazardous and/or contaminated materials are discovered.

21. SEVERABILITY. The provisions of this Agreement shall be deemed severable. If any provision or any part hereof is, for any reason, held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

22. REPRESENTATION; WAIVER. IF THE JOBSITE IS A “RESIDENCE” AS DEFINED BY TEXAS PROPERTY CODE SECTION 53.001(8) AND THE JOBSITE IS NOT OWNED BY AN ENTITY, THEN CUSTOMER REPRESENTS, WARRANTS AND CERTIFIES TO UNIQUE THAT: (a) ALL ADULT PERSONS WHO OWN THE RESIDENCE, AS WELL AS THE SPOUSES OF EACH OF SUCH ADULT PERSONS, HAVE EXECUTED THIS CONTRACT; (b) ALL OF SUCH ADULT PERSONS AND SPOUSES HAVE REVIEWED AND AGREED TO THE PROVISIONS OF TEXAS PROPERTY CODE 53.255(b): https://statutes.capitol.texas.gov/Docs/PR/pdf/PR.53.pdf; (c) THIS CONTRACT HAS BEEN EXECUTED BEFORE ANY MATERIALS HAVE BEEN FURNISHED TO OR LABOR PERFORMED AT THE JOBSITE; AND (d) CUSTOMER WAIVES THE RIGHT TO RECEIVE A LIST OF SUBCONTRACTORS AND SUPPLIERS, OR ANY UPDATED LIST OF SUBCONTRACTORS AND SUPPLIERS. THIS WAIVER MAY NOT BE CANCELED AT A LATER DATE; THIS WAIVER IS VOLUNTARY.

23. IMPORTANT NOTICE TO CUSTOMER. IF PAYMENT FOR MATERIALS AND SERVICES UNDER THIS CONTRACT IS NOT MADE, A LIEN MAY BE PLACED AGAINST THE JOBSITE IN ACCORDANCE WITH THE LAWS OF THE GOVERNING JURISDICTION. THIS AGREEMENT IS SUBJECT TO UNIQUE’S CURRENT GENERAL TERMS AND CONDITIONS WHICH CAN BE FOUND BY VISITING OUR WEBSITE AT HTTPS://UNIQUESTAINLESSDESIGNS.COM. YOUR ACCEPTANCE OF THIS ESTIMATE SHALL EVIDENCE YOUR ACCEPTANCE OF ALL THE GENERAL TERMS AND CONDITIONS SET FORTH HEREIN AND THEREIN, INCLUDING FUTURE AMENDMENTS TO SUCH GENERAL TERMS AND CONDITIONS.