Terms & Conditions

All sales are expressly subject to the terms and conditions set forth below. These terms and conditions represent the complete agreement of the parties, and no terms or conditions in any way which add to, subtract from, modify or otherwise change the provisions set forth herein shall be binding upon WRH, LLC (“Seller”) unless made in writing and signed and approved by a duly authorized representative of Seller. All prior or contemporaneous agreements, understandings, negotiations, and representations, whether oral or written, are merged herein and shall be of no further force or effect.

No modifications of any of the terms herein will be affected by Seller’s shipment of goods following receipt of Customer’s Purchase Order, shipping request or similar forms containing printed terms or conditions conflicting or inconsistent with the terms herein. Notice is given that Seller objects to any different or additional terms and that such different or additional terms shall not be binding upon Seller. Acceptance of delivery of goods or payment for any merchandise constitutes Customer’s agreement to Seller’s terms and conditions.

All prices are subject to change unless otherwise noted on Seller’s applicable quotation. Customer will be invoiced at prices in effect at the time of shipment. All taxes, transportation costs, duties, tariffs and other charges are in addition to quoted prices. The amount of any sales, excise or other taxes, tariffs if any, applicable to the Products shall be added to the purchase price and shall be paid by Customer unless Customer provides Seller with a valid tax exemption certificate.

All orders must be approved by Seller’s Credit Department. Placement or acceptance of an order does not constitute opening an account on credit terms. Any order for merchandise shall constitute a representation that Customer is solvent. If in the judgment of Seller, the financial condition of the Customer at the time of the manufacture or shipment does not justify the terms of payment specified, Customer’s Account will be placed on credit hold and Customer will not be authorized to receive product until the account is current and in good standing.

Seller reserves the right to require payment for any shipment hereunder in advance or, in the alternative, satisfactory security for such order if the financial performance or credit worthiness of Customer is unsatisfactory to Seller. Such security includes, but is not limited to, execution by Customer of a promissory note, security agreement, financing statement and/or personal guarantee. If Customer fails to make payment in accordance with the terms of this Agreement or otherwise fails to comply with any provision hereof, Seller may, at its option (and in addition to any other remedies available to Seller at law or in equity), cancel any unshipped portion of any order. Notwithstanding the above, Customer shall remain liable for all of its unpaid amounts. The undersigned shall not transfer or assign the account created by the extension of credit pursuant to this Agreement to any third party without Seller’s prior written consent.

If any officer or director of the Customer changes at any time after the execution of this Agreement, Customer shall notify Seller in writing within thirty (30) days of such change, and Seller shall have the option to refuse to make further sales to Customer. If Customer sells, transfers, assigns, or otherwise disposes of some or all of its equity, ownership interests, or substantially all of its assets, or if there is a change in control (whether direct or indirect) of Customer, Customer shall notify Seller in writing of such event within thirty (30) days after such change.

Upon receipt of the written notice, Seller shall have the option, in its sole discretion, to refuse to make further sales to Customer or to any successor entity, to modify or terminate the Account, or to require a new or amended credit application and additional guarantees or security. Unless and until Seller is informed of any change in ownership or any change to the officers of the Customer, the Customer and any personal guarantors shall remain jointly and severally liable for all amounts due under this Agreement, regardless of any corporate restructuring, merger, consolidation, change of name, or other reorganization.

To secure payment and performance of all obligations and indebtedness of Customer to Seller, whether now existing or hereafter arising, direct or indirect, absolute or contingent (“Obligations”), Customer hereby grants to Seller, and its successor and assigns, (i) a present and continuing first-priority Purchase Money Security Interest in all goods, inventory, equipment, and materials (including but not limited to flex duct systems, uninsulated flex duct, tie straps, tape, and related HVAC and installation materials) which may be sold, consigned, leased, rented or delivered by Seller, directly or indirectly, to or for the benefit of Customer, and all proceeds thereof, including but not limited to, insurance proceeds and proceeds from sale, lease, rental, return or repossession of same (the “PMSI Collateral”); (ii) a security interest in all existing and subsequently arising accounts and accounts receivable, chattel paper, general intangibles, goods, instruments, equipment, inventory, and supporting obligations and documents, whether or not related to the PMSI Collateral. Customer authorizes Seller to file financing statements describing the collateral along with other notices and will assist Seller in taking any other necessary action to perfect and protect Seller’s security interest.

Customer shall be in default under this agreement if Customer fails to pay any amount when due, fails to comply with any provision of this agreement or any other agreement with Seller, becomes insolvent or subject to a bankruptcy or insolvency proceeding, makes an assignment for the benefit of creditors, or if any representation or warranty made by Customer is or becomes false or misleading in any material respect.

Upon any default, Seller may, at its option and without limiting any other rights or remedies available at law or in equity:

1. Declare all Obligations immediately due and payable;
2. Cancel any unshipped portion of any order;
3. Refuse to make any further sales or extend any additional credit to Customer;
4. Place Customer's Account on credit hold or convert Customer to cash-in-advance or cash-on-delivery terms;
5. Exercise any and all rights and remedies as a secured party with respect to the PMSI Collateral and other collateral; and
6. Pursue any other remedy available under applicable law.

Upon any default by Customer under this Agreement or any other agreement with Seller, Customer shall upon Seller’s request and at Customer’s expense, assemble the PMSI Collateral and other collateral and make it available to Seller at a place reasonably designated by Seller. Seller may apply any proceeds of collateral, after deducting all reasonable costs and expenses incurred in connection with the collection and disposition thereof (including attorney fees and costs), to the payment and performance of all obligations and indebtedness of Customer to Seller in such order and manner as Seller may determine in its discretion.

Customer acknowledges and agrees that Seller will rely on the information contained in this application and any supplemental information provided by Customer in determining whether to extend, continue, modify, or terminate credit to Customer, and that any false, misleading, or incomplete information may constitute a material breach of this Agreement and a basis for the immediate suspension or termination of credit and the acceleration of all obligations owed to Seller.

Terms are Net 30 days from Date of Invoice. Interest on all payments that are not paid pursuant to the terms of this Agreement shall accrue interest at the rate of 1.5% per month or the maximum amount allowed pursuant to the law to which the account is subject. Customer agrees to pay all costs of collection, including all reasonable, but not less than the Seller’s actual, attorney fees and all other costs and expenses incurred by Seller prior to any actual litigation or arbitration in connection with any proceeding to enforce, interpret and construe this Agreement or in connection with any obligation of the Customer hereunder.

All orders are shipped F.O.B. freight prepaid and added to Customer’s invoice. Risk of loss will transfer to Customer upon tender of products and/or parts (“Products”) to Customer, Customer’s representative or common carrier. The cost of any special packaging or handling caused by Customer’s requirements or requests will be added to the amount of Customer’s order.

If Customer causes or requests a delay of shipment, or if Seller ships or delivers an order erroneously as a result of inaccurate, incomplete, or misleading information supplied by Customer or Customer’s agents or employees, all storage and other additional costs and risk will be borne by Customer. Shipping or performance dates are not guaranteed, but if stated, are based upon best information then available and is subject to change without notice unless otherwise specifically stated in writing.

Seller shall not be liable for failure to deliver or for delay in delivery or performance due to (a) a cause beyond its reasonable control, (b) an act of God, act or omission of Buyer, pandemic, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency, or other inability to perform by the manufacturer, delay in transportation, or (c) any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay.

Should shipments be held or stored beyond delivery date for convenience of Buyer, Seller may, at its option, assess reasonable charges for any expense incident to such delay.

Direct shipments must meet eligibility requirements as published by Seller. Seller reserves the right to refuse direct shipment orders which are determined to be beyond the Seller’s normal trade area or beyond normal course of business. If additional charges are imposed by the carrier for special handling or notification, these charges will be added to the Customer’s invoice.

Seller shall not be liable for delays in shipment or default in delivery for any cause beyond Seller’s reasonable control including such things as (a) government action, war, riots, civil commotion, embargos, imposition of martial law, pandemics, closures due to health concerns, such as COVID or any other health issues that affects a large number of the population; (b) Seller’s ability to obtain necessary materials from its usual source of supply; (c) shortage of labor, raw materials or production or transportation facilities or other delays in transit; (d) labor difficulty involving employees or agents or independent contractors of Seller; (e) fire, flood or other casualty.

In the event of any delay in Seller’s performance due in whole or in part to any cause beyond Supplier’s reasonable control, Seller shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Customer of any goods shall constitute a waiver by Customer of any claim for damages on account of any delay in the delivery of such goods.

If Customer has any objection or dispute with any invoice they shall notify Seller in writing within 20 days from the date of the invoice and provide details of the basis for the dispute. The failure to notify Seller in writing of an objection or dispute within 20 days shall constitute a waiver of any dispute or objection. Even if Customer provides a written notice or objection to an invoice, the full amount of the invoice will still be due and owing pursuant to the terms of this Agreement.

If Seller determines that a credit is due, a credit will be issued. If not, Customer remains obligated to pay the amounts due, which will accrue interest at the rate set forth herein. If Customer fails to comply with any terms of this Agreement, Seller has the right to refuse to make any further sales to Customer.

No merchandise and/or services will be accepted for return without the written permission of Seller. Normally stocked items in resalable condition will be accepted for credit subject to a minimum 20% restocking charge. Merchandise will not be accepted for return after 60 days from date of delivery. Specially ordered items or abnormal quantities of stock items will not be accepted for return until Seller has secured permission and terms of return from Seller’s sources of supply and such terms have been accepted by the Buyer. All merchandise and/or services claimed to be defective shall be held subject to inspection by Seller and/or the manufacturer.

Customer may not cancel or modify an order without the written consent of Seller and payment by Buyer of all applicable cancellation or re-stocking fees.

Prices are subject to state and federal taxes. Prices for merchandise do not include any sales, use or other taxes or charges payable to state or local authorities. To the extent such taxes do not appear as an additional, separately itemized charge, Customer certifies that the sale of the goods is exempt from such tax; Customer has provided a copy of an original resale certificate, and Customer assumes responsibility and liability for any such tax which may be found due, whereby agreeing to indemnify and hold Seller harmless with respect thereof. Failure of the Customer to provide the Seller with a current valid resale certificate shall entitle Seller to charge sales tax on all purchases.

Any proposals, prints, brochures, drawings or other information furnished to Customer by Seller are intended for the confidential use by Customer, shall remain the property of Seller and shall not be disclosed or used to the detriment of Seller’s competitive position. No such materials shall create or imply any warranty whatsoever regarding the appearance of the actual goods being sold to Customer.

Seller shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer’s warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of merchandise and/or services that may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of the Customer and the sole obligation of Seller.

Except as to title, THERE ARE NO WARRANTIES, WRITTEN, ORAL, IMPLIED OR STATUTORY, relating to the described merchandise, which extend beyond that described in this paragraph. NO IMPLIED STATUTORY WARRANTY OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.

Seller assumes no responsibility for merchandise and/or services meeting any job specifications unless specifically so stated in written quotation. Seller’s liability on any claim or damage arising out of the supplying of any merchandise and/or services to Customer, or their sale, resale, operation of use, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allowable to such merchandise and/or services or part thereof involved in the claim.

Seller shall not, under any circumstances be liable for any labor charges without the prior written consent of Seller. Seller shall not in any event be liable, whether as a result of breach of contract, warranty, tort (including negligence) or other grounds, for special, consequential, incidental, or punitive damages including, but not limited to, loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Customer for such damages.

If Seller furnishes Customer with advice or other assistance which concerns any merchandise and/or services supplied hereunder, or any system or equipment in which any such merchandise and/or services may be installed, and which is not required pursuant to this contract, the furnishing of such advice or assistance will not subject Seller to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.

Customer hereby authorizes Seller and its agents and representatives to obtain and exchange information regarding Customer’s credit history, bank accounts, trade accounts, and payment history from any bank, financial institution, credit reporting agency, or trade reference, and from any other person or entity that may have information bearing on Customer’s creditworthiness, financial condition, or payment history.

Customer further authorizes such banks, financial institutions, credit reporting agencies, and trade references to release to Seller any and all information requested by Seller for the purpose of evaluating this application and monitoring Customer’s ongoing creditworthiness.

This authorization for credit reference and credit investigation shall be a continuing authorization and shall remain effective with respect to the Account and any related obligations until all indebtedness of Customer to Seller has been paid in full and the Account has been closed.

Any notice, demand, or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified or registered mail, return receipt requested, postage prepaid, to the addresses for Customer and Seller set forth in Seller’s credit approval documentation or otherwise provided in writing. Either party may change its notice address by providing written notice to the other party in accordance with this Section.

No failure or delay by Seller in exercising any right, remedy, power, or privilege under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

This Agreement, and all transactions hereunder, shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any choice-of-law or conflict-of-law rules that would cause the laws of any other jurisdiction to apply.

Customer hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in such jurisdiction, and waives any objection based on inconvenient forum or lack of personal jurisdiction, for any action, suit, or proceeding arising out of or relating to this agreement or the transactions contemplated hereby.

If any provision of this Agreement, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable to any extent, the remainder of this agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby and shall be enforced to the fullest extent permitted by applicable law.

The individual executing this Agreement on behalf of Customer represents and warrants that he or she is duly authorized to execute this agreement on behalf of Customer and to bind Customer to all of the terms and conditions set forth herein.