Terms & Conditions

Terms & Conditions: Sales &
Extending Credit

sales: terms & conditions

The following terms and conditions govern the sales of The Seller, whether made pursuant to oral or written orders to its representatives or salesperson.

TAXES

Buyer shall pay to Seller the amount of any and all taxes, excises, or other charges which Seller may be required to pay or to collect for any government, national, state, or local, upon, or measured by the production, sale, transportation, delivery or use of the merchandise sold hereunder.

force majeure

Delay in delivery or non-delivery in whole or in part by Seller shall not be a breach of this sale if performance is made impracticable by the occurrence of any one or more of the following contingencies, the non-occurrence of which is a basic assumption on which the agreement is made: (a) Fires, Floods, or other casualties; (b) Wars, Riots, Civil Commotion, Embargoes, governmental regulations or martial law; (c) Seller's inability to obtain necessary materials (finished or otherwise) from its usual sources of supply; (d) Shortage of cars or trucks or delays in transit; (e) Existing or future strikes or other or other labor troubles affecting production or shipment, whether involving employees of Seller or employees of others, and regardless of responsibility or fault on the part of the employer; and (f) Other contingencies of manufacture or shipment, whether or not of a class or kind mentioned herein and not reasonably within Seller's control.

Warranty

Seller agrees that any merchandise delivered hereunder found to be defective in material or workmanship will be repaired or replaced by the Seller without additional charge for the merchandise. This warranty is made in lieu of any other warranties or conditions including merchantability or fitness for a particular purpose. The remedies under this warranty are exclusive and by accepting this merchandise the Buyer agrees to these conditions and waives any other warranties, conditions, expressed or implied.

Buyer assumes all risk and liability with respect to results obtained by the use of such merchandise whether used alone or in a combination with other products. No claims of any kind whatsoever, whether based on the breach of warranty, the alleged negligence of seller, or otherwise, with respect to merchandise delivered or for failure to deliver any merchandise shall be greater in amount than the purchase price hereunder of the merchandise in respect of which damages are claimed; and failure of buyer to give written notice claim within 30 days after delivery or merchandise shall constitute a waiver of buyer of all claims with respect to merchandise.

terms and conditions to govern

THIS INVOICE CONSTITUTES THE ENTIRE CONTRACT WITH RESPECT TO THE SALE AND PURCHASE OF THE MERCHANDISE SPECIFIED HEREIN. No modification of this sale shall be effected by the acceptance or acknowledgement of purchase order forms specifying different conditions, and no modifications shall be effective unless in writing signed by the party claimed to be bound thereby.

state of jurisdiction

This sale shall be deemed to have been made in, and shall be construed in accordance with the laws of the State shown in Seller's address.

deliver and acceptance of title of goods

Title of the materials shall pass from the Seller to Buyer upon delivery thereof to Buyer or his agent and thereafter shall be Buyer's risk. Claims for shortages, breakage or any nonconformance with the terms and conditions of the order shall be noted on the Seller's delivery receipt by the Buyer at the time of delivery; otherwise, the Seller shall not be responsible for any such claims. If delivery is by common carrier, delivery by the Seller to the carrier at point of origin shall constitute delivery to the Buyer and thereafter the shipment shall be at the Buyer's risk, and claims for loss or damage must be filed by the Buyer against the carrier. Title to goods loaded onto Buyer's conveyance at Seller's warehouse passes to the Buyer at the Seller's loading dock. If upon delivery at job site, there is not present at the job site an employee of the Buyer authorized to accept delivery and sign a delivery document evidencing delivery of material as listed on this invoice document, then the Seller reserves the right to deposit the material at the delivery area previously designated by the Buyer without obtaining a signed receipt therefore, and the Buyer agrees to liability for payment of this invoice as if it were signed by an authorized employee of the Buyer, unless the Buyer has previously instructed the Seller not to deposit material at the designated delivery area without obtaining a signed delivery receipt from an authorized employee of the Buyer.

Finance

Acceptance of materials by the Buyer indicates their agreement to pay the rate of finance charge specified on the face hereof.

returned goods

Stock Goods: All returned goods by the Buyer must be in good condition and accompanied by the Buyer's copy of the original sales ticket.
A 20% restocking charge will be assessed by the Seller on all returned goods. Returns are valid for 30 days from date of purchase.

Special Order Goods: All special order goods are non-returnable and non-refundable.

estimate disclaimer

This estimate is designated solely to provide the contractor/consumer with a rough estimate of the amount of material used in the given project. The material estimate will be based upon calculations or data provided by the contractor/customer and such estimate assumes, among other things, normal and typical building and construction techniques. The actual amount of material used may vary from the material estimate due to a number of factors. Consequently, no representation or warranty has been made that the actual amount of material used will not vary from the estimate.

extending credit: Terms & Conditions

CHELSEA LUMBER COMPANY (“CHELSEA LUMBER”) IS EXTENDING CREDIT TO YOU (THE “CUSTOMER”) SUBJECT TO THESE TERMS AND CONDITIONS. CHELSEA LUMBER’S EXTENSION OF CREDIT TO YOU IS CONDITIONED UPON YOUR ASSET TO THESE TERMS AND CONDITIONS.

acceptance

Acceptance of credit from Chelsea Lumber indicates your acceptance of these terms and conditions as written. Chelsea Lumber and the Customer will be collectively referred to as the “parties.”

entire agreement

The Customer’s executed [SELECT ONE OR MORE OF THE FOLLOWING, AS APPLICABLE] [Business Application] [Individual Application] [Contractor Charge Application] [Owner/Builder Credit Application] [Uniform Residential Loan Application] [Construction Loan Contract] and these terms and conditions (hereinafter collectively be referred to as the “agreement”) constitute the entire agreement between the parties related to Chelsea Lumber’s extension of credit to the Customer. The parties have not entered into any understandings or agreements, verbal or otherwise, in relation to Chelsea Lumber’s extension of credit to Customer, except as expressly written and set forth in the agreement. The parties agree that to the extent that either party or its agents or representatives have made representations or statements prior to or contemporaneous to the agreement that are not expressly provided for in the agreement, neither Chelsea Lumber nor Customer may reasonably rely upon such representations or statements unless they are expressly included in a written provision of this agreement.

payments

All payments shall be due and payable upon Customer’s receipt of a statement of account from the Company, unless the specific terms of payment as set forth in the Chelsea Lumber executed credit application state otherwise (in which case the specific payment terms shall govern).

default

Customer agrees that if it fails to make any payment required by the credit application or otherwise fails to comply with these terms and conditions, its open account will be considered in default and will be charged a monthly service fee of 1.7 percent of the total open account balance including any prior fees. (20.4 percent annual percentage rate). Customer agrees that this service fee is reasonable and waives its right to contest this fee by executing the applicable loan contract or credit application and accepting credit from Chelsea Lumber. Once a Customer’s open account is in default, Chelsea Lumber can seek immediate repayment of the entire open account, including any service fees, can refuse to extend further credit to Customer and can seek any other remedies.

representation of financial conditions and changed circumstances

Customer agrees that Chelsea Lumber’s extension of credit is based on Customer’s representations in the credit application. Customer, by executing the credit agreement, grants Chelsea Lumber consent to take any steps that Chelsea Lumber deems appropriate to verify Customer’s financial status and history, including obtaining Customer’s credit report. This consent is deemed to be ongoing and Customer can only revoke this consent by paying its open account with Chelsea Lumber in full (including any outstanding fees) and closing its account. Chelsea Lumber has sole discretion whether or not to extend credit to Customer based on the credit application and Customer’s financial history and status. If Chelsea Lumber determines that Customer has misrepresented Customer’s financial status or history, Chelsea Lumber may immediately declare the Customer’s account in default. Chelsea Lumber also reserves the right in its sole discretion and at any time to require prepayment of some or all of an open account, or to require cash on delivery in lieu of future credit transactions if it deems such terms to be appropriate based on an initial or subsequent review of the Customer’s financial status and history.

waiver of the customer's right to contest the open account

The Customer agrees that it must provide notice – as described below in the section designated “Notice” – of any charge to its account that it deems to be mistaken or otherwise incorrect within 20 days after Chelsea Lumber provides Customer with an invoice (at the time that Customer makes a purchase) or if Customer is not provided an invoice, within 20 days after Chelsea Lumber sends to Customer via first class mail its monthly statement of account. Customer agrees that if it does not provide notice within 20 days, the Customer waives its right to contest a charge.

modification, amendment or cancellation

The agreement may not be modified, amended or cancelled except by express written agreement signed by Dennis Bauer of Chelsea Lumber or the successor to his position at Chelsea Lumber. The only exception to this provision is for changes related to the address for notification as stated in the “Notice” paragraph below.

severability

If a provision of the Contract is held to be invalid or unenforceable, the Contract shall continue in full force and effect and shall be construed as if the invalid or unenforceable provision was omitted.

waiver

Chelsea Lumber’s failure to exercise a right or remedy or its acceptance of a partial or delinquent payment shall not operate as a waiver of any of its rights or Customer’s obligations under this agreement and shall not constitute a waiver of Chelsea Lumber’s right to declare an immediate or a subsequent default.

choice of law

The Contract shall be governed by and construed in accordance with the laws of the State of Michigan, notwithstanding any state’s choice of law or rules to the contrary.

notices

All notices shall be deemed received (a) when personally delivered to the party to be given such notice or other communication, (b) on the business day that such notice or other communication is sent by facsimile or similar electronic device, fully prepaid, which facsimile or similar electronic communication shall promptly be confirmed by written notice, (c) on the business day following the day such notice or other communication is sent by reputable overnight courier, and (d) on the third business day after being sent by first class United States mail. Notices to Chelsea Lumber must be sent to Dennis Bauer at Chelsea Lumber Company, One Old Barn Circle, Chelsea, Michigan 48118. Notices to Customer will be deemed effective if sent or served on the address for Customer provided in the credit application. Should either party wish to modify its address for purposes of notification, it must do so in writing to the notice address of the other party provided above via first class mail.

attorney fees

If Chelsea Lumber obtains an award (whether in arbitration or from a court) in its favor, Customer agrees to pay Chelsea Lumber its actual attorney fees as well as its actual costs that it incurs in obtaining the award in its favor and in defending against any claims by Customer against it. These actual attorney fees and actual costs also include any actual attorney fees or actual costs that Chelsea Lumber expends in attempting to litigate its claims against or defend against claims by a third-party related to Chelsea Lumber’s extension of credit to Customer or its attempts to collect on Customer’s open account (e.g., an action to foreclose a lien or to obtain payment from a title company). The phrase “award in its favor” means any final award (regardless of the appealability of the award) in favor of Chelsea Lumber without regard to what percentage of its alleged damages Chelsea Lumber actually was awarded.

arbitration

Any dispute arising from or related in any way to this agreement shall be resolved via binding arbitration. The arbitration shall be conducted in accordance with the rules of the National Arbitration Forum (“NAF”), provided that such rules shall be modified as necessary to comply with the requirements of this paragraph. Chelsea Lumber and Consumer agree that the arbitration will proceed as a document hearing and formally waive their right to seek a participatory hearing. Chelsea Lumber and the Consumer also agree to waive their right to discovery in arbitration. If for some reason a participatory hearing is ordered by the arbitrator, Chelsea Lumber and the Consumer agree that any such hearing will be held in Ann Arbor, Michigan. The arbitrator’s award shall be binding upon the parties and shall be entered and enforced as a judgment in any court of competent jurisdiction. Consumer hereby provides its express consent to entry by Chelsea Lumber of a consent judgment on the terms provided by any arbitration award.

injunctive relief & foreclosure

If Chelsea Lumber seeks injunctive relief, it may bring an action limited to the issue of the granting or denial of injunctive relief in an appropriate court. If Chelsea Lumber seeks to foreclose a lien related to credit extended to a Customer, it may bring such a foreclosure proceeding in a court of competent jurisdiction if the party subject to the lien and foreclosure proceeding refuses to consent to binding arbitration.

authorizations

All authorizations of the Company required or permitted to be given herein shall be deemed properly given only if given in writing by Dennis Bauer of Chelsea Lumber or the successor to his position at Chelsea Lumber.