COMMERCIAL TERMS AND CONDITIONS
This above-named Vendee and EMPIRE TODAY, LLC, a Delaware limited liability company with a principal address of 333 Northwest Ave., Northlake, IL 60164 (“Empire”), in consideration of the terms, covenants and conditions herein contained hereby agree as set forth below:
My contract and all accompanying paperwork will be sent via email to my email address on file in my customer record and included above unless I have designated otherwise. I give Empire Today consent to call or text message me at the telephone number associated with Vendee’s account and listed above to schedule, and provide installation information. I am not required to provide this consent as a condition of purchasing any goods or services.
“I”, “my”, and “me” mean each person who signs this Agreement on behalf of the commercial buyer. “Empire” means Empire Today, LLC, the contractor. “We” and “us” mean both the commercial buyer and Empire. By signing this Agreement, I represent that I (and my authorized Users ) have the full power and authority to enter into this Agreement and to carry out the transactions contemplated thereby in accordance with its terms, and that the execution, delivery, and performance of this Agreement by me (and my authorized Users) has been duly and properly authorized by all necessary actions, and that this Agreement constitutes the valid and binding obligation of the commercial buyer listed on this Agreement enforceable in accordance with its terms.
Signature on File Terms:
I further represent and warrant that I, and any users that I authorize have read, understood, and agree to be bound by the Terms here, which are incorporated by reference as though fully set forth in each subsequent contract placed by me and my authorized users. I further represent and warrant that me and my authorized users have full power and authority to electronically submit such orders electronically in the portal, by signing solely a quote, or otherwise submitting a quote or order by signing “SOF” or “Signature on File” on such quote or agreement, each of which shall incorporate fully the terms and conditions of this Master Agreement including its Exhibit A and B, which are incorporated by reference as though fully set forth therein.
Portal Order(s) Terms: Vendee named above will be submitting orders electronically for the installation of carpet, hard surface flooring and/or window treatments in various locations (each an “Order Form(s)”), which Order Form(s) incorporate by reference as though fully set forth therein these terms and conditions, and Vendee Named above represents that any Users have full power and authority to electronically submit Order Forms and to carry out the transactions contemplated thereby in accordance with the terms of this Agreement for which the above named Vendee agrees to be bound to and financially responsible.
Empire’s Promises: Empire promises to perform all work in a professional manner and within industry standards. If Empire is removing flooring, it will be done at the time new flooring is installed. If carpeting is being removed, it will be rolled and discarded where I direct the installers to do so on premises, or hauled away per contract. Empire is not responsible for structural defects, conditions beyond its control, or for leaks caused by connecting or disconnecting refrigerators, ice makers, gas or water lines, toilets, or plumbing. Empire is not responsible for resizing doors before or after installation or for any inadvertent damage to moldings, wiring, baseboards, or damage caused by the moving of cubicles, temporary walls, or heavy furniture. Empire is not responsible for the effect of disturbing asbestos materials.
My Promises: I promise to Empire that (a) I will provide Empire with reasonable access to the area in which the work is to be performed, including access to electrical outlets; (b) I will be responsible for safely moving and reinstalling any breakable items, extra-heavy furniture such as pianos, stoves, pool tables, and for disconnecting any electrical appliances in the work area – all to ensure that Empire has proper and safe access to the work area; (c) If I am removing any existing carpeting, I need to remove it at least 1 day before Empire does any work. If I have Empire remove any carpeting, I will tell Empire where to dispose of it. I understand that I should save any unused carpet to use for future unforeseen damage; and (d) If I ask Empire to leave old materials that are being replaced on my property, I understand that Empire will not be responsible for damage to those items and I understand that those items may not function after Empire has replaced them.
Warranties/Intended Use: I understand that I should read Empire’s written warranty, available on the Empire Today website at www.empire-today.com, for complete details of my warranty coverage and that the warranty is available for my complete review before I sign this Agreement. I understand that the warranty will not be effective or enforced while a balance due remains outstanding on this Agreement. All installation labor is guaranteed by Empire for twelve (12) months from date of installation. However, Empire will not warranty product installed over floors that lack structural integrity, have visual imperfections, or do not meet manufacturer guidelines for installation. There are no express or implied warranties other than those stated in writing by the manufacturer of the goods provided or by Empire.
Payment/Default: Payment is due at the start of the installation, except to the extent prohibited by law, or based upon approved credit terms and conditions. Approved terms and conditions, beyond payment due at the start of the installation, will be communicated by Empire and can be incorporated into the contract documents as though fully set forth therein. Any products purchased pursuant to this Agreement shall remain subject to any lien rights that Empire may have under applicable laws until all charges for such products have been paid in full. If I attempt to cancel this Agreement at any time after execution of this Agreement and Empire accepts such cancellation, then I agree to pay Empire a cancellation fee equal to 25% of this Agreement’s purchase price to offset Empire’s incurred labor, administrative, and material costs. I agree to pay a late fee of 1.5% per month on all amounts due and owing to Empire, accruing from the date due and running to the date the payment is made. If I am in default of this Agreement, I agree to pay Empire’s attorney’s fees if it successfully enforces its rights under this Agreement. I also agree to pay any other costs or expenses of repossession, collection, or realization or any security including court costs, to the extent not prohibited by applicable law.
Delay/Unknown Conditions: I understand that if Empire determines within 30 days of the date of this Agreement that Empire cannot perform the work according to Empire’s normal professional standards, then Empire can cancel this Agreement, notify me in writing (or by email if applicable) of the cancellation, and return my money. I understand that some of the things that could cause Empire to cancel this Agreement would be incorrect pricing, unforeseen structural defects, or unknown preexisting conditions to my property. I understand that Empire is not responsible for structural or other defects in my property and that Empire’s products do not cure those types of problems. I also understand that the work could be delayed by events that Empire does not control, and that is acceptable to me. Some of the things that could cause the work to be delayed would be acts of God, labor strikes, inclement weather, material shortages, change to specifications, third party requirements, error in pricing, delays by local government authorities in issuing or otherwise approving inspections, permitting, or other required authorizations for the work, or delay attributed to other third party contractors preceding Empire’s work, or delay attributable to other third party contractors preceding Empire’s work.
Permission to Photograph: I grant Empire (i) permission to take and have taken before and after photos of my property (“Photos”): and (ii) the worldwide, perpetual and irrevocable right to reproduce, publish, display, exploit, edit, sublicense, assign and otherwise use Photos without the restriction in all media for any purpose. I represent that I have the necessary authority to grant these rights without consent from others and will indemnify Empire from any claims related to its use of Photos.
No Set-Offs or Retentions: I agree that when the work is “substantially complete”, I will pay Empire the balance due on the purchase price terms without any right of set-off or retention. I understand that “substantially complete” means the work has been materially finished or functional as intended. I agree that once I have paid the entire purchase price, if I believe any of the work performed by Empire is defective, Empire will inspect the work and will perform any service I am entitled to under this Agreement and/or warranty.
Payment Terms: I agree and understand that I will pay Empire the balance due on any purchased product at the time Empire begins installation of that product. I agree to have someone authorized present at the completion of the project to perform a walk through with an Empire representative, during which a Certificate of Completion will be filled out and signed to certify my acceptance the work perform. I agree and understand that if I purchase more than one product from Empire, I will pay the balance due on each product at the time Empire begins installation of each product. I understand that the total product amount contemplated under this Agreement exceeds actual room square footage to account for seaming, irregular room sizes, nap matching, layout and other factors for proper installation.
Note About Extra Work and Change Orders: Extra Work and Change Orders become part of the contract once the order is prepared in writing and signed by the parties prior to the commencement of any work covered by the new change order.
Security Interest: I understand and agree that Empire may have a security interest in the products Empire is installing to ensure that Empire is paid. I understand that this security interest is governed by the Uniform Commercial Code and other laws applicable to security interests. I agree that the products are and will remain my personal property, even if the products become attached to my real property. I also agree and understand that in the event that I do not pay Empire any of the money owed when it is due, Empire may have a claim against me that may be enforced against my property in accordance with the applicable lien laws.
Assignment: I agree that Empire can assign its rights and responsibilities under this Agreement to other companies, but that my rights will not be affected if Empire does this. I understand that sales and installation of Empire's products are provided by qualified and experienced independent contractors.
Interpretation of this Agreement: I agree that this Agreement will be enforced under the laws of the state of Illinois, except to the extent preempted by federal law. If any part of this Agreement is determined to be invalid or illegal, then I agree that the rest of this Agreement will still be valid and enforceable. We both understand that this Agreement and any attachments make up the entire understanding between us about the work Empire is doing. There are no other oral or written agreements or representations on which we are relying. We both agree that any change to this Agreement must be in writing and signed by both of us. The paragraph headings contained in this Agreement are for convenience only and will not affect the meaning or interpretation of this Agreement.
Condensation and Environmental Conditions: Condensation, which can form on or within walls or other surfaces (such as window panes), results from pre-existing conditions in a property and internal or external temperatures. Reducing the humidity will often remedy any condensation problems. I agree that Empire is not responsible for condensation or existing or developing spore or mold growth, which can be the result of condensation. There is conflicting evidence as to whether or not the existence of or the accumulation of molds (of which there are many different types and varieties) can be harmful to humans. I agree to inspect all work areas prior to construction being performed to ensure that there is no mold or mildew present, and that if any such mold or mildew does exist, I will have it tested and cleaned up prior to Empire performing any services. I agree that Empire and its employees, authorized contractors, and subcontractors are not responsible for the identification, detection, abatement, encapsulation, disturbance, or removal of mold, asbestos, lead-based products, or other hazardous substances inside or outside of the property. New carpet, padding, and adhesives can emit compounds, which some people may be sensitive to or may find to have an unpleasant odor. I understand that I should ventilate any areas of new installation with fresh air for at least 48 hours before use, or until any noticeable odors dissipate. I understand that persons with known sensitivities to such compounds or with allergies should consider avoiding the area of new installation for at least 24 hours after any noticeable odors have dissipated.
Damages: I understand that Empire is not responsible for (a) damages due to strikes, fires, accidents, floods, governmental actions, or any other causes beyond Empire's control; (b) lost profits or a reduction in the value of my property arising from a delay in Empire performing under this Agreement or a breach of this Agreement by Empire; or (c) unintentional damage to molding, landscaping, gas lines, electrical wiring, plumbing, telephone installations, or to interior walls, or my personal property.
State-Specific Provisions:
State Licensure:Alabama: Residential Home Builders License #26164
Arizona: ROC.255091
Arkansas: Commercial Contractors License # 0317810519
California: CSLB 1047108
Connecticut: H.I.C.0611812, H.I.C.0576465
Delaware: State Business License 2004203447
District of Columbia: D.C. Permanent #420212000061
Florida: CGC1509675
Louisiana: Residential H.I. Contractor Registration 558052
Maryland: M.H.I.C. 130060
Michigan: Residential Builders Lic. # 2102173646
Nevada: 0080577, 0080576, 0067497
New Jersey: 13VH05015000, 13VH4527500
New York: 58128-HF, 58200-H, LTC12-10022775, 2014173-DCA, WC-29397-H17, PC2879-A, H1504690000, 4226
North Carolina: Contractor License no. 79537
Oregon: CCB # 172062 (OR)
Pennsylvania: PA005037, PA006374
Rhode Island: Residential Contractor Registration #’s 28645 & 22659
South Carolina: Residential Builders Lic. #50361.
Tennessee: Commercial Contractor #68541.
Utah: 8496917-5501
Virginia: VA Class A. FLR License no. 2705 084943.
Washington: EMPIRETL930PW & CARPEWL841MJ
West Virginia: WV048601
California Only: For residential facilities only: DOWN PAYMENT MAY NOT EXCEED $1,000 OR 10 PERCENT OF THE CONTRACT PRICE, WHICHEVER IS LESS. Buyer(s) hereby acknowledges that Buyer(s) has read the front and the reverse of this Agreement and has received a completed, signed, and dated copy of this Agreement and Specification Sheet(s), including the two accompanying Notice of Cancellation forms, on the date first written above. Buyer(s) also acknowledges that he or she was orally informed of his or her right to cancel this transaction and provided with a Right To Cancel Form. IT IS AGAINST THE LAW FOR A CONTRACTOR TO COLLECT PAYMENT FOR WORK NOT YET COMPLETED, OR FOR MATERIALS NOT YET DELIVERED. HOWEVER, A CONTRACTOR MAY REQUIRE A DOWN PAYMENT.
Rhode Island Sales Only: Buyer(s) acknowledges reading the required Contractors’ Registration and Licensing Board’s Notice of Possible Mechanic’s Lien by Buyer’s signature below. NOTICE OF POSSIBLE MECHANIC’S LIEN: The herein signed contractor is about to perform work and/or furnish materials for the construction, erection, alterations or repair upon your land at the address listed in this Agreement under contract with you. This is a notice that the herein signed contractor and any other persons who provide labor and materials for the improvement under contract with you may file a mechanic’s lien upon the land in the event of nonpayment to them. It is your responsibility to assure yourself that those other persons under contract with the herein signed contractor receive payment for their work performed and materials furnished for the construction, erection, alteration or repair upon the land. Failure to adhere to the provisions of this subsection may result in a one thousand-dollar ($1,000) fine against the contractor and shall not affect the right of any other person performing work or furnishing materials of claiming a lien pursuant to Chapter 34-28. However, such person failing to provide such notice shall indemnify and hold harmless any owner, lessee or tenant, or owner of less than the fee simple from any payment or costs incurred on account of any liens claims by those not in privity with them, unless such owner, lessee or tenant, or owner of less than the fee simple shall not have paid such person.
Arbitration of Disputes: We both agree that any disputes (which we will call a “Claim”) relating to this Agreement in any way, including for example (a) the relationship between us from this Agreement; (b) the terms of this Agreement; or (c) the validity of this Agreement or the validity of this arbitration provision, will be resolved with binding arbitration, to be kept confidential between us. We agree that the arbitration will be decided by one arbitrator, in accordance with the then prevailing Commercial Rules of the American Arbitration Association (“AAA”), to be held and arbitrated in Northlake, Illinois. I agree that I will not assert a Claim on behalf of, or as a member of, any group or class. The findings of the arbitrator shall be final and binding on all parties to this Agreement. This agreement to arbitrate, and any award, finding, or verdict of or from the arbitration, will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of the demand for arbitration will be filed by the party asserting the Claim with the other party to this Agreement and with the AAA. The demand for arbitration shall be made within a reasonable time after the Claim in question has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. Any arbitration proceeding brought under this Agreement, and any award, finding, or verdict of or from such proceeding shall remain confidential between the parties and shall not be made public.
We are both agreeing to choose arbitration, rather than litigation or some other means of dispute resolution, to work out our grievances. We both believe this will allow a faster and more cost-effective method of solving a Claim. By entering into this Agreement and this arbitration provision, we are giving up any right to have a dispute decided in a court of law before a jury, and instead are accepting the use of arbitration, other than if Empire files a lawsuit against me to collect money I owe Empire.
It is agreed and understood by and between the parties that this Agreement including consents, contract payment details and terms & conditions, and the Flooring Specification that I sign (collectively, the “Agreement”) constitutes the entire understanding between the parties, and there are no written or spoken understandings changing or modifying any of the terms of this Agreement. I hereby acknowledge that I have read, understand, approve, accept and agree to the following by electronically signing below, which affirms by agreement to conduct this transaction using electronic means and be bound by this Agreement
