By clicking the “ORDER” button on this website (“Site”), or otherwise completing any online transaction for the purchase of any Goods or Services (each, as defined below) from any operating subsidiary or other affiliate of BMC Stock Holdings, Inc (each such entity, “Dealer”) on this Site, you (“You”) represent, covenant and warrant to Dealer that (1) You are at least 18 years old and legally capable of entering into binding contracts; (2) You are not a Competitor (as defined below), nor are You accessing the Site on behalf of a Competitor; (3) if You are using the Site on behalf of Yourself (i.e., a sole proprietorship), the terms and conditions below (incorporating by reference any instructions, policies or guidelines referenced below, the “Terms”) constitute a valid and binding agreement, enforceable in accordance with their terms; (3) if You are using the Site on behalf of a company, organization, government, or other legal entity, these Terms have been agreed to by You, an authorized representative of such entity, with legal authority to bind such entity, and these Terms constitute a valid and binding agreement of the entity, enforceable in accordance with their terms. A “Competitor” is any person or entity engaged in the business of providing building materials and services to trade customers for the construction and remodeling of residential, multi-family and commercial homes and businesses. If, after reading these Terms, You do not agree to be bound by any provision in these Terms, then You must refrain from engaging in any online transaction for the purchase of Goods or Services through the Site.
The Dealer with respect to Your online transaction for the purchase of any Goods or Services will be the Dealer that corresponds to the applicable geographic market set forth in the chart below for the Place of Delivery (as defined in Section 14) of such Goods (each such market, a “Geographic Market”) and that accepts and processes Your order in such Geographic Market:
|ALBUQUERQUE MKT||BMC WEST, LLC|
|ALBUQUERQUE MKT||BMC WEST, LLC|
|AMARILLO MKT||BMC WEST, LLC|
|ARKANSAS MKT||STOCK BUILDING SUPPLY OF ARKANSAS, LLC|
|ATLANTA MKT||TBSG, LLC|
|ATLANTA MKT||BMC EAST, LLC|
|AUSTIN MKT||BMC WEST, LLC|
|CHARLOTTE MKT||BMC EAST, LLC|
|CHARLOTTE/TRIAD MKT||SBS GUILFORD, LLC|
|COLUMBIA MKT||BMC EAST, LLC|
|COLUMBIA MKT||BMC WINDOW & DOOR SOUTHEAST, LLC|
|DC MKT||BMC EAST, LLC|
|GREENVILLE SC MKT||BMC EAST, LLC|
|HOUSTON MKT||BMC WEST, LLC|
|HOUSTON MKT||BMC WEST, LLC|
|LOS ANGELES MKT||BMC WEST, LLC|
|LUBBOCK MKT||BMC WEST, LLC|
|PARADISE MKT||BMC EAST, LLC|
|RICHMOND MKT||BMC EAST, LLC|
|SALT LAKE CITY MKT||BMC WEST, LLC|
|SOUTHERN UTAH MKT||BMC WEST, LLC|
|TRIAD MKT||BMC EAST, LLC|
|TRIANGLE MKT||BMC EAST, LLC|
PLEASE READ THESE TERMS CAREFULLY AND CHECK THEM PERIODICALLY. THESE TERMS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THE SITE. BY USING THE SITE AFTER WE POST CHANGES TO THESE TERMS, YOU AGREE TO ACCEPT THOSE CHANGES, WHETHER OR NOT YOU ACTUALLY REVIEWED THEM. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THIS SITE.
You acknowledge and agree that Dealer, in its sole discretion, may modify these Terms (including any instructions, policies or guidelines referenced in these Terms) at any time, without notice to You, by posting amended Terms on the Site with a revised effective date. All such modifications will be binding upon You as of the revised effective date. You may not amend or modify these Terms under any circumstances.
Your order will not be deemed to be accepted by, or binding on, Dealer until the earlier of (a) Your receipt of written acceptance from the Company and (b) the delivery of Goods to the address provided by You in connection with Your online transaction for the purchase of such Goods. For the avoidance of doubt, an order confirmation or acknowledgement issued by Dealer is not an acceptance of Your order but merely confirmation that Dealer has received such order, and Dealer reserves the right to accept or reject such order in accordance with the remainder of this Section 2. Dealer may reject Your order for any reason, including unavailability of ordered Goods, insufficient resources, a price or description error, inability to obtain or process Your payment, errors in the information provided by You or for any other reason. It is Your responsibility to ensure that the information provided by You is accurate. Dealer may not be able to process Your online transaction, if any information provided by You is inaccurate. Dealer will not be responsible and hereby disclaims all liability, under any circumstance, for shipments of Goods to the address provided by You, if such address is incorrect.
The prices for Goods and Services will be the prices published by Dealer on the date of placement of Your order. Dealer is not responsible for printing or typographical errors in its published prices. In addition to such prices, You will be responsible for all applicable sales and use taxes and any applicable delivery charges pursuant to Section 14. Dealer reserves the right to change the prices published by Dealer for the Goods and Services at any time, without prior notice to You. Prices shown on the Site apply to the Goods and Services ordered and paid through this Site or reserved through this Site and picked-up and paid in a Dealer store location. In its sole discretion, Dealer reserves the right to discontinue, for a time or permanently, its sale of any Good or Service.
Except as otherwise set forth in Section 5, You will make payment to Dealer for all Goods delivered, and all Services performed, under Your order, in full, without deduction, deferment, set-off, lien or counterclaim of any nature, as follows: (a) if You choose to use a credit card or debit card to make payment, You will make such payment to Dealer for such Goods and Services at the time of placement of Your order and You agree that Dealer may charge such credit card or debit card in the amounts authorized by You during the payment process and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with Your account in relation to that transaction, and (b) if You have entered into a Credit Application, Guaranty and Master Sales Agreement or Credit Agreement and Guaranty with Dealer (the “Credit Agreement”) and choose to utilize any credit extended by Dealer to You pursuant to the Credit Agreement, You will make such payment to Dealer for such Goods and Services in accordance with the payment terms of the Credit Agreement. Any invoice that You do not contest in writing within five days of the date of such invoice will be deemed accepted by You, and You will have no right thereafter to raise any objection or dispute of any kind with respect to such invoice.
If You obtain or take-out a construction loan or other permanent financing or have advanced to You funds generally designated for the payment of building materials or installation services, in each instance, prior to the applicable payment due date as determined in accordance with the Credit Agreement, then You will make payment to Dealer for all Goods delivered, and all Services performed, under Your order in full, without deduction, deferment, set-off, lien or counterclaim of any nature, at the time of the closing of such loan or financing or the advance of such funds and the proceeds of such loan or financing or the advanced funds will be held in trust for the benefit of Dealer. If You fail to make payment in accordance with the preceding sentence, then the officers or other individuals signing for You in connection with such closing or advance will automatically and unconditionally become joint and several personal guarantors of the payment of said amounts to Dealer.
If You fail to make payment, in full, by the applicable due date required by these Terms with respect to any Invoice, then Interest will accrue on the unpaid amount from the date payment was due until payment is made at the rate of the lesser of 1.5% per month or the maximum rate permitted by law and You will pay to Dealer, promptly on demand, all such accrued interest, together with the costs of collection, including attorneys’ fees and court costs. If You default in making any payment to Dealer, or if Your credit becomes impaired or otherwise unsatisfactory in the judgment of Dealer, then Dealer will have the right at any time to: (a) declare immediately due and payable all outstanding obligations; (b) modify the credit terms with respect to any further deliveries; (c) withhold deliveries of Goods, in whole or in part; and (d) recall Goods in transit, retake the same and repossess all Goods that may be stored with Dealer for Your account, each without the necessity of taking any other action. The good faith withholding or recalling of Goods by Dealer hereunder will not constitute a breach of Your order and will not subject Dealer to any liability thereunder.
Dealer will retain a security interest in all Goods delivered to You until Dealer receives payment in full of all sums due in respect of such Goods, including any applicable delivery charges. You acknowledge that Dealer may be entitled under relevant law to register its interest in the Goods as a security interest and may be required, for that purpose, to file financing statements necessary, and other relevant information, as appropriate, to evidence Dealer’s ownership of the Goods. You will cooperate with Dealer as necessary, including executing any statements or other documentation, to ensure that such financing statements are properly filed and recorded and to perfect or continue the perfection of Dealer’s security interest. You also hereby authorize Dealer to execute, on Your behalf, statements and other documentation necessary to perfect or continue the perfection of Supplier’ security interest in such Goods.
If Dealer receives a written request from You for a lien waiver, Dealer will execute and deliver to You (a) a conditional partial or final lien waiver submitted by You in customary or statutorily prescribed form where applicable, provided Dealer has received payment in full for the invoice(s) to which such lien waiver relates, and (b) an unconditional partial or final lien waiver submitted by You in customary or statutorily prescribed form where applicable, provided Your check or other form of payment for the payment in full of the invoice(s) to which such lien waiver relates has cleared the financial institution on which it is drawn and Dealer has irrevocably received good funds in connection therewith.
You and each of Your owners and other principals individually hereby grant Dealer permission to investigate and verify Your and their respective individual credit information, at the sole discretion of Dealer, for the purposes of extending credit to You and thereafter renewing, maintaining and enforcing the terms of such extension of credit.
You and each of Your owners and other principals individually hereby grant Dealer permission to report any credit information gathered by Dealer pursuant to Section 9 to proper persons and credit bureaus.
Any extension of credit to You by Dealer is subject to the continuous review and approval by Dealer of Your creditworthiness, payment history and financial condition. At any time and from time to time, Dealer may modify the limits of any credit that Dealer has extended to You and the terms and conditions upon which Dealer extended such credit to You. Dealer will have no obligation to extend or maintain credit at any time.
If any of Your accounts with Dealer or its affiliates becomes delinquent or is in default at any time, or if Dealer or any of its affiliates files any lien against any of Your projects, all discounts and rebates extended to You by Dealer will be subject to revocation, in Dealer’s sole discretion.
Dealer will use standard packaging and packing methods selected by Dealer.
Dealer will seek to accommodate any delivery date requested by You in Your order but will not be liable for any damage, loss or expense for failure to meet any such requested delivery date for any reason whatsoever. You hereby waive any claims for damages, losses or expenses arising by virtue of any such failure, regardless of the cause. Dealer will deliver all Goods to the place of delivery stated by You in Your order, which may be a Dealer store location, the job site noted in Your order or a different location (the “Place of Delivery”), and, if necessary, will be responsible to make all arrangements with, and pay for, an appropriate carrier to receive, load and transport the Goods to the Place of Delivery, except that if the Place of Delivery is outside of Dealer’s Geographic Market, You will reimburse Dealer for all costs of delivery unless otherwise agreed to by You and Dealer. Delivery of Goods to the Place of Delivery constitutes delivery to You, regardless of whether You or Your agent are physically present at the time of delivery. You acknowledge and agree that electronic records evidencing the time and place of delivery of Goods will be good and sufficient records for all purposes. Risk of loss of the Goods will transfer from Dealer to You at the time of delivery. Title to the Goods will transfer from Dealer to You upon Dealer’s receipt of Your payment in full of all sums due in respect of such Goods, including any applicable delivery charges.
You will be deemed conclusively to have accepted any Goods, effective upon their delivery in accordance with Section 14, except that You may (a) reject any Goods proven to fail to conform to the warranty for Goods set forth in Section 19 at the time of delivery, by providing written notice to Dealer of such rejection along with reasonable supporting evidence of such conditions no later than five days after delivery of such Goods, and (b) bring any claim for shortages in the quantity of Goods delivered to You by providing written notice to Dealer of such shortage no later than 30 days after the date of such delivery. Notwithstanding the foregoing, Dealer will have the right to make partial deliveries of Goods.
You will be permitted to return any unused stock Goods to Dealer, within five days after delivery of such Goods, for credit, subject to a handling charge of up to 25%, provided such Goods are not dirty, weathered, altered, modified, damaged or unusable. No credit will be allowed for returns of special millwork, special order items, configured products, or other non-stock or specialty merchandise.
You understand and acknowledge that common product names used to reference or describe a Good may not reflect the exact lengths of such Good (e.g., a “2x4” may not measure exactly 2 inches by 4 inches). Dealer attempts to display all Goods shown on the Site in an accurate manner. However, because of the technical differences in the equipment of Dealer’s customers, Dealer cannot be responsible for photographic differences in size, shape and color of the Goods. Dealer is not responsible for printing or typographical errors.
With respect to any order You place for Goods sold by lineal or board foot, Dealer will have the right to fill such order with pieces of various lengths totaling, at a minimum, Your requested quantity of such Goods. Dealer may consider but is not obliged to comply with any requests to provide pieces of a particular length. If the resulting footage exceeds the quantity requested in Your order, You will be responsible to pay Dealer for all such resulting footage, including any such excess quantity.
All Services performed by Dealer or its subcontractors are warranted to be free of material defects in workmanship for a period of one year from substantial completion of such Services as determined by Dealer (the “Services Warranty Period”). All Goods that You purchase from Dealer and that are manufactured by Dealer or its affiliates are warranted to be free of material defects in workmanship or materials for a period of one year from the date of delivery of such Goods to You (the “Goods Warranty Period”).
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 19, DEALER MAKES NO WARRANTY REGARDING THE SERVICES OR GOODS AND DISCLAIMS ALL OTHER WARRANTIES REGARDING THE SERVICES AND GOODS, EXPRESS OR IMPLIED, WHETHER CREATED BY CONTRACT OR BY OPERATION OF LAW, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES MADE IN SECTION 19 ARE MADE SOLELY TO YOU AND WILL NOT EXTEND TO OR BE ASSIGNABLE TO YOUR CUSTOMERS, INCLUDING ANY CUSTOMER WHO MAY BE A CONSUMER AS THAT TERM IS DEFINED UNDER THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.
THE SALE TO YOU OF ANY GOOD THAT IS NOT MANUFACTURED BY DEALER OR ITS AFFILIATES WILL BE MADE ON A STRICTLY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS AS OF THE DATE OF DELIVERY OF SUCH GOOD. Dealer will assign to You any manufacturers’ warranties applicable to Goods that You purchase from Dealer but that are not manufactured by Dealer or its affiliates to the extent extended to Dealer and to the extent such assignment is permissible by law and by Dealer’s agreements with such manufacturers.
If any Service performed under Your order fails to conform to the warranty for Services set forth in Section 19 (a “Nonconforming Service”) and if You provide, within the Services Warranty Period, written notice to Dealer of such nonconformity, accompanied by documentation that demonstrates how the Service fails to conform to such warranty, then Dealer will re-perform such Nonconforming Service. If any Good delivered under Your order fails to conform to the warranty for Goods set forth in Section 19 (a “Nonconforming Good”) and if You provide, within the Goods Warranty Period and at Your sole cost, written notice to Dealer of such nonconformity, accompanied by documentation and samples of the Nonconforming Good that demonstrate how the Nonconforming Good does not conform to such warranty and identifying how much of the Good delivered under Your order is not in such conformity, then Dealer, at Dealer’s sole option, will either replace such Nonconforming Good, refund or credit to You the price paid for such Nonconforming Good. Dealer’s obligation to re-perform any Nonconforming Service or replace, refund, or issue credit for any Nonconforming Good is expressly conditioned on Dealer’s receipt of Your notice of such nonconformity (and samples with respect to any Nonconforming Good) as required by this Section 22 within the Services Warranty Period or the Goods Warranty Period, respectively. In addition to the foregoing and at Dealer’s sole option, Dealer may require You to return to Dealer all Nonconforming Goods within the Goods Warranty Period at Your sole cost as a condition to Dealer’s obligation to provide the replacement, refund or credit remedy set forth in this Section 22. Dealer’s remedial obligations under this Section 22 will be excused, if the Nonconforming Good has been subjected to (a) any unauthorized use, alteration or modification, (b) any misuse, abuse, mishandling or improper storage, (c) any use in combination with any other materials, or (d) any other acts or omissions attributable to You or Your employees, agents or contractors. The re-performance remedy or replacement, refund or credit remedy set forth in this Section 22 will be Your sole and exclusive remedy for any Nonconforming Service performed, or any Nonconforming Good delivered, respectively, under Your order.
You agree that: (a) You are acquiring Goods to use or transform them in the course of a process of production or manufacture in Your business; (b) You will be responsible for ensuring compatibility between any Good and any other products or components that may be combined therewith or placed therein; and (c) You hereby assume all risk and liability for results obtained by the use of any Good, whether used singly or in combination with any other product.
You will indemnify and hold Dealer and its affiliates, and their respective officers, directors, employees, agents, representatives and contractors (collectively, “Dealer Indemnitees”), harmless from and against all causes of action, proceedings, claims, demands, liabilities, losses, damages, fines, penalties, costs, expenses and other amounts (including attorneys’ and experts’ fees) arising out of or related to any of the following: (a) the use of any Good by You or any third party, whether singly or in combination with other products, (b) any statement You make about any Good without Dealer’s prior written approval, (c) Your failure to provide or display with a Good any safety information relating to the Good as required by Dealer or by applicable law, rule or regulation, and (d) Your negligence, wilful misconduct, fraud, breach of these Terms or failure to comply with applicable laws, rules and regulations.
IN NO EVENT WILL DEALER INDEMNITEES BE LIABLE, AND YOU HEREBY WAIVE ANY CLAIM AGAINST DEALER INDEMNITEES AND RELEASE DEALER INDEMNITEES FROM ANY LIABILITY, FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, CONTINGENT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF OR RELATING TO YOUR ORDER (INCLUDING THE GOODS AND SERVICES THEREUNDER AND THESE TERMS), WHETHER UNDER CONTRACT, LAW, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, INCLUDING LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF REVENUE, LOSS OF PROFITS OR ANTICIPATED PROFITS, LOSS OF CONTRACT, LOSS OF GOODWILL, LOSS OF DATA OR OTHER INFORMATION, AND LOSS ARISING FROM BUSINESS INTERRUPTION, EVEN IF DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL DEALER INDEMNITEES’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR ORDER (INCLUDING THE GOODS AND SERVICES THEREUNDER AND THESE TERMS), WHETHER UNDER CONTRACT, LAW, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EXCEED THE PRICES PAID BY YOU FOR THE GOODS AND SERVICES GIVING RISE TO THE CLAIM SOLD UNDER SUCH ORDER. DEALER’S REMEDIAL OBLIGATIONS UNDER THESE TERMS WILL BE SUBJECT TO SUCH LIMITATIONS. NO ACTION, WHETHER UNDER CONTRACT, LAW, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR ORDER (INCLUDING THE GOODS AND SERVICES THEREUNDER AND THESE TERMS), MAY BE BROUGHT BY YOU MORE THAN 12 MONTHS AFTER THE DATE ON WHICH YOU PLACE YOUR ORDER THROUGH THE SITE, EXCEPT AS OTHERWISE EXPLICITLY SET FORTH IN SECTION 22 WITH RESPECT TO THE SERVICES WARRANTY PERIOD AND THE GOODS WARRANTY PERIOD.
All notices from Dealer intended for receipt by You will be deemed delivered and effective when sent to the email address provided by You during Your completion of the user registration process. If You change Your email address, You must update the email address in Your online profile for the Site.
Dealer will have the right to cancel Your order, if (a) You have (i) breached or repudiated Your order or these Terms for any reason (including Your bankruptcy, reorganization or insolvency or the appointment of a receiver or any assignment for the benefit of Your creditors), without regard to the materiality of such breach or repudiation, and (ii) failed to cure such breach or retract such repudiation within five days after Dealer has provided written notice thereof to You, or (b) the Goods under Your order are (or become) not available to Dealer on commercially reasonable terms as determined by Dealer.
All rights and obligations of Dealer, the Dealer Indemnitees or You relating to these Terms shall be governed by and construed in accordance with the laws, rules and regulations of the State of North Carolina without giving effect to any choice-of-law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application and venue of the courts located in the State of North Carolina for the adjudication of any matter arising out of or relating to these Terms and waive any objection based on improper venue or inconvenient forum. The 1980 United Nations Convention on Contracts for the International Sale of Goods or any version thereafter will not govern or apply to these Terms. No course of dealing or usage of trade will apply to these Terms.
You will not assign or otherwise transfer Your order (or any right, benefit, obligation or interest thereunder), by operation of law or otherwise, without the prior written consent of Dealer. Any actual or attempted assignment without such consent will be void and will entitle Dealer to cancel Your order. Your order is for the sale of goods (and performance of any related installation services), and the relationship between the parties is that of buyer and seller. Nothing in Your order or these Terms will be deemed to constitute a hiring, partnership or joint venture between You and Dealer. Failure by Dealer to enforce any provision in these Terms will not be construed as a waiver of such or any other provision. No waiver will be binding upon Dealer unless in writing and signed by Dealer, and any such waiver will be limited to the particular instance referred to. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of these Terms will continue in full force and effect and such invalid provision, to the maximum extent permitted by law and to the extent possible, will be construed in accordance with the original intent of the parties, and to the extent not possible, will be deemed severable from these Terms. As used in these Terms, the word “including” and words of similar import means “including, without limitation.” Termination, cancellation or completion of Your order does not release either party from obligations that, either expressly or by their nature, survive the termination, cancellation or completion, including indemnities and limitations of liability. Your order will bind the parties and their respective successors and permitted assigns.