Terms & Conditions

Updated May 2020

Acceptance of the Terms of Use
These terms of use are entered into by and between you and RSI Building Products Inc. its subsidiaries and divisions, to include but not be limited to RSI Building Products of Alexandria Inc., RSI Building Products of Hammond Inc., and RSI Building Products of Texas Inc. (“Company”, “we”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of this website and the RSIBP Customer Portal (Webtrack) web-based application, including any content, functionality, and services offered on or through this website (the “Website”).

Please read the Terms of Use carefully before you start to use the Website. By using the Website you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use
Company reserves the right to amend the information, services, and/or content of this Website, including that related to career opportunities and benefits, at any time without prior notice, in our sole discretion. The information and materials contained in this Website, and the terms and conditions of the access to and use of such information and materials, are subject to change without notice. We suggest that you check these terms periodically for changes. If you use this Web Site after we post changes to the terms, you accept the changed terms. Company expressly reserves the right to monitor any and all use of this Website.

Accessing the Website and Account Security
Company grants you permission to view and use the Website and to print individual pages from the Website for your own personal, noncommercial use, provided that you agree to and accept without modification the notices, terms and conditions set forth herein. You may not modify, copy (except as set forth in the preceding sentence), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, material, software, products or services from this Website.  

As a condition of your use of this Website, you represent and warrant to Company that you will not use this Website for any purpose that is unlawful, immoral or prohibited by these terms, conditions and notices. Other than this agreement and agreements between you and Company relating to the sale of products or services to you through this Website, Company will not enter into any agreement with you or obligation to you through this Website and no attempt to create such an agreement or obligation will be effective.

Company will use reasonable commercial efforts to keep this Website available for access on a 24 hour a day, 7 day a week basis, subject to scheduled downtime for maintenance purposes, unscheduled maintenance and systems outages. There are no assurances, however, that access will be available at all times and uninterrupted. Further, Company does not warrant that the operation of this Website will be error-free, that defects will be corrected, or that this Website or the servers that make it available are free from viruses or other harmful components.

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Submissions
While we value your feedback on our Web Site and services, we request that you be specific in your comments on those services and not submit any ideas, suggestions, materials, concepts or other information (collectively referred to herein as "Non-Solicited Information"). If, despite our request, you send us any such Non-Solicited Information, all such Non-Solicited Information shall be deemed, and shall remain, the property of Company and none of the Non-Solicited Information shall be subject to any obligation of confidence on our part and we shall not be liable for disclosure of any Information and shall have unrestricted use of such Information for any purpose whatsoever, commercial or otherwise, without compensation or liability to you or other provider of the Non-Solicited Information.

Representations Related to Resumes or Applications
By submitting a resume or an application for employment to Company, you represent that you are seeking employment and career information from Company and its affiliates, each of which is an equal opportunity employer. You agree not to use the Web Site to post any incomplete, false or inaccurate biographical information or information which is not your own accurate resume. You acknowledge that Company may distribute your resume within the company or among its affiliates and may contact any references listed by you. No representation is given by Company that any resume will be reviewed within a definitive period of time or that any action will be taken or omitted to be taken with respect to such resumes.

Electronic Communications
When you use the RSIBP Customer Portal (WebTrack) or a similar application, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other services offered by us. You are encouraged to retain copies of these communications for your records. You agree that these communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your Account
You may need your own account with Company to use certain services we offer, which may require a valid payment method to be associated with it. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. We reserve the right to refuse service, terminate accounts, terminate your rights to use our services, remove or edit content, or cancel orders in our sole discretion.

Product Orders
While we will use reasonable efforts to fulfill all orders, Company cannot guarantee the availability of any particular product displayed on Website. We reserve the right to discontinue the sale of any product at any time without notice and the right to limit quantities in its sole discretion.

Product prices offered on this Website may vary from other advertised prices due to varying conditions in different geographic markets.

The prices displayed on this Site are quoted in U.S. dollars and are valid and effective only within the United States, and such prices do not include shipping and handling or sales taxes, if applicable, which will be added to your total invoice price. You are responsible for the payment of any shipping and handling charges and state and local sales or use taxes that may apply to your order.

While our goal is a 100% error-free Site, we do not promise that any content is accurate or complete, including price information and product specifications. If we discover price errors, they will be corrected on our systems, and the corrected price will apply to your order. We reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions (including after an order has been submitted and accepted).

Digital Millennium Copyright Act (“DMCA”)
If you believe that any content on this site infringes your copyrights, you may request removal of such content by providing written notice to Company at:

RSI Building Products INC

6504 Union Ave

Shreveport, LA 71106
Attn: Legal Counsel or by email at info@rsibp.com

Your notice must satisfy the requirements of the DMCA and include the following information:

• Your name, mailing address, and email address;
• A statement identifying the copyrighted material you claim is infringed, such as a URL linking to an authorized version of the copyrighted material;
• A statement identifying where the allegedly infringing material is located, such as URL linking to the allegedly infringing material;
• A statement that you have a good faith belief that the allegedly infringing material identified above is not authorized by the copyright owner, its agent, or the law;
• A statement, made under penalty of perjury, that the information in this notice is accurate and that you are the owner of the copyrighted material or are authorized to act on behalf of the owner of the copyrighted material; and
• An electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We reserve the right to disregard a notice that is unclear or otherwise fails to comply with the DMCA. In the event that we determine a DMCA notice lacks validity, we may refuse to remove the complained of content in our discretion. Our decision to either remove or leave the content does not constitute a legal decision about the validity of your claim of infringement or the possible defenses to a claim. Company reserves all its rights at all times.

Sanctions and Export Policy
You may not use any use any of our services or purchase from us if you are the subject of U.S. sanctions. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, technology, and services.

Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Website for your own personal, non- commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to the email address set forth on the first page on this webpage.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks
The RSI Building Products name and the RSI Building Products logo, and all related names, logos, product and service names, designs, and slogans of the Company are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the RSI Building Products.

The trademarks or service marks of Company's customers and vendors that appear on this Web Site are the property of those associated companies, and may not be copied, used or displayed without the prior written consent of those associated companies.  Company claims no trademark rights to any of the vendor, customer, or association logos used on this Web Site.

All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• You are also prohibited from violating or attempting to violate the security of the Website, including, without limitation, (a) accessing data not intended for your viewing or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization or (c) attempting to interfere with service to any user, host or network. Violations of system or network security may result in civil or criminal liability. Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
• Otherwise attempt to interfere with the proper working of the Website.

Monitoring and Enforcement; Termination
We have the right to:

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Reliance on Information Posed
The factual information contained in this Website is obtained from sources believed to be reliable and accurate and is made available solely for general information purposes. Company makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and is not responsible for any errors or omissions therein, whether caused by the source of the information or Company. All factual and other information, including any opinions, accessible through the Web Site are provided on an "AS IS, AS AVAILABLE" basis without warranty of any kind and, without limiting the generality of the foregoing, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. Company is not responsible in any way for any loss that results from the use of the factual information, including but not limited to any lost profits or direct, indirect, special, consequential, compensatory or incidental damage. No advice or information, whether oral or written, obtained by you from Company or through or from this Web Site shall create any warranty.  Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information about You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable any social media features or any link at any time without notice in our discretion.

Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions
We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible, appropriate or legally permitted outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY, ITS AFFILIATES, THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Louisiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Louisiana or any other jurisdiction).

Arbitration
At Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration conducted in Shreveport, Louisiana under the Rules of Arbitration of the American Arbitration Association applying Louisiana law.

Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement
The Terms of Use, our Privacy Policy and our Standard Purchase Terms and Conditions of Sale (if you purchase products) constitute the sole and entire agreement between you and Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to the email address provided on the first page this webpage.

PURCHASE AGREEMENT TERMS AND CONDITIONS OF SALE

The following terms and conditions of sale apply to all sales made by RSI Building Products, Inc., its subsidiaries and divisions, to include but not be limited to RSI Building Products of Alexandria, RSI Building Products of Hammond, Inc., and RSI Building Products of Texas, Inc. (collectively, the “Seller”). Seller objects to any terms introduced by Buyer and rejects them in their entirety; no terms of Buyer will be of any force or effect.

1. If Buyer is purchasing on credit, Buyer must have on file with Seller an approved Credit Application, which can be found at http://www.rsibp.com/assets/files/Credit%20Application0619E.pdf  For any purchase on credit, Buyer consents to Seller’s Credit Agreement, the terms and conditions of which Buyer acknowledges having read and understood and are incorporated by reference herein. All accounts past due are subject to a monthly late payment charge, not to exceed the maximum allowed by applicable state and federal law. By purchasing from Seller, Buyer represents and warrants that Buyer is not a “consumer” as that term is defined in any applicable state and federal consumer protection laws and Buyer agrees to indemnify and hold harmless Seller against any legal matter based on a claim or finding that Buyer is a “consumer.”
2. Seller’s acknowledgement and acceptance of Buyer’s order is expressly conditioned upon Buyer’s acceptance of these terms and conditions. No terms or conditions, and no written or oral agreement that purports to vary these terms and conditions, is binding upon Seller unless set forth in writing, signed by an officer of Seller. All negotiations, proposals and representations are merged herein, and this writing constitutes the complete and exclusive statement of the terms and conditions of the Purchase Agreement between Buyer and Seller. BUYER ACKNOWLEDGES THAT BUYER IS NOT RELYING ON ANY REPRESENTATION OR PROMISE OF SELLER THAT IS NOT EXPRESSLY SET FORTH IN THIS PURCHASE AGREEMENT. In the event Buyer fails to accept this Purchase Agreement in writing, Buyer’s consent to the terms and conditions herein is conclusively presumed, either from Buyer’s failure to object within five calendar days in writing or from Buyer’s acceptance or use of the material delivered hereunder. Unless Buyer notifies Seller in writing to the contrary prior to making a purchase, Buyer represents and warrants that any employee or agent action on Buyer’s behalf is authorized by Buyer to do so and Seller may rely upon such representation.
3. In any case in which Seller makes delivery, Buyer will pay Seller’s customary shipping charges. Delivery will be made at the project site or other place of delivery adjacent to the closest public right of way. Title and risk of loss passes to Buyer upon delivery of the goods. Should Buyer not be present to accept delivery, Buyer authorizes Seller to unload the goods and leave them at the delivery destination. Buyer releases Seller and will indemnify and hold harmless Seller from and against any and all claims demands, actions, causes of action, cost, expenses, and attorneys’ fees arising out of or in connection with any and all injury including death, to any person or persons (whether third parties or agents, servants, or employees of Buyer), any and all damages to or loss of any property (whether belonging to Buyer or a third party), and any and all other damages recognized at law or in equity caused in whole or in part by or in any way related to the delivery of goods onto (or adjacent to) the project site by Seller, whenever such delivery is made in accordance with or pursuant to Buyer’s instruction or authorization.
4. Buyer has the right to inspect the goods upon arrival. Buyer’s inspection rights expire three (3) days after the arrival of the goods at the delivery destination. A failure to make inspection within that time waives notice of any defect that a reasonable inspection would have revealed. A rejection of the goods by Buyer is not effective unless written notice of rejection is given to Seller within three (3) days of delivery.
5. Without prejudice to any other rights, Seller may suspend further deliveries of any goods purchased if Buyer defaults in payment of any amounts due, or whenever Seller may deem itself insecure as to Buyer’s performance, until Buyer remedies such default or provides assurance that satisfies Seller in its sole discretion, of Buyer’s ability to perform. Seller may cancel any order at any time prior to payment by Buyer.
6. Unless otherwise provided by law, Seller may require Buyer to pay or to reimburse Seller for any tax (except income tax) which now or hereafter is imposed by any taxing authority with respect to the goods purchased or the sale, purchase, manufacture, delivery or use thereof.
7. Seller reserves the right to discontinue, without liability, deliveries of any goods, the manufacture, use and/or sale of which in the opinion of Seller would infringe any patent now or hereafter issued, or other intellectual property right under which Seller is not licensed.
8. Where Buyer requires tests or inspection not regularly provided by Seller, Seller may charge Buyer for the actual cost of such test or inspections.
9. Buyer's wrongful nonacceptance of goods, or cancellation or repudiation of an agreement to purchase goods or services entitles Seller to recover, in addition to any incidental damages caused by Buyer's wrongful nonacceptance, cancellation or repudiation, either (i) in the case of goods which cannot reasonably be resold by Seller to a third party, or service which have already been performed by Seller, the price of such goods or services; or (ii) in the case of goods for which other buyers exist or services not yet performed, or where an action for the price is not otherwise permitted by law, twenty percent (20%) of the contract price as liquidated damages (which constitute a reasonable estimate of Seller’s loss and not a penalty). In the case of special orders, all Seller's out-of-pocket expenses, if any, incurred prior to receipt by Seller of notice of cancellation by Buyer, in connection with providing special services, developing special tooling, purchasing special supplies and the like are recoverable, in addition to the foregoing.
10. Seller is not responsible for and will not liable for any damages (of any nature whatsoever) for any delay caused in whole or in part by circumstances beyond Seller’s reasonable control, including but not limited to, force majeure, fires or accidents; strikes or other differences with workers; war (whether declared or undeclared), riots or embargoes; delays by carriers; delays in shipment or receipt of materials from suppliers; or any legislative, administrative or executive law, order or requisition of the federal or any state or local government or any subdivision, department, agency, officer or official thereof. In the event of any shortage of goods, Seller may allocate its available supply among Seller’s customers, including Seller’s branches and affiliates, in any manner Seller deems reasonable.
11. BUYER ACKNOWLEDGES THAT BUYER’S PURCHASE DECISION IS BASED SOLELY UPON BUYER’S DUE DILIGENCE OF THE GOODS REQUIRED BY BUYER AND NOT BY REASON OF OR RELIANCE ON ANY STATEMENT MADE BY OR ON BEHALF OF SELLER AS TO THE MERCHANTABILITY, SPECIFIC ATTRIBUTES OR OTHER INFORMATION REGARDING THE GOODS. In the case of goods manufactured and sold by Seller with a separate written warranty, that warranty will apply. Otherwise, in the case of goods manufactured and sold by Seller, Seller warrants only that such goods have been manufactured in accordance with Seller's specifications and are free from defects in material and workmanship at the time of sale. For all other goods, upon request, Seller makes no warranties, but will assign or transfer to Buyer any assignable or transferable manufacturer’s warranties, if any, applicable to the purchase, in lieu of all other warranties, express or implied. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT EXTENDS BEYOND THOSE GIVEN IN THIS PURCHASE AGREEMENT. Buyer acknowledges that lumber and other product dimension descriptions are made consistent with industry standards and do not necessarily represent exact or accurate dimensions. For example, lumber commonly called “2x4” is actually 1.5 inches deep by 3.5 inches wide.
12. As a courtesy to Buyer, Seller may, upon request, provide certain services ancillary to the supply and delivery of building materials. These ancillary services may include, but are not limited to, identifying potential installers for the goods purchased from Seller, assisting in field measurements, preparing shop drawings and visiting job sites.  Seller makes no warranties regarding such ancillary services; they are provided AS IS – WHERE IS and Seller disclaims all warranties with respect to the same, either express or implied.  In the event Seller provides ancillary services, it is Buyer’s sole responsibility to conduct its own independent diligence regarding the services including verifying field measurements, inspecting construction work and selecting installers. Seller is not liable for any actions of any installer(s) or any defect in any work, whether or not the installer is suggested by Seller.
13. Buyer's Remedies/Seller’s Limitation of Liability: (a) Buyer's sole and exclusive remedy and the limit of Seller's liability for goods or services proven to be other than warranted, whether based upon breach of warranty, negligence, strict liability, tort, breach of contract or any other legal theory, will be, at Seller's option, (i) replacement of the goods or services, without charge, carriage paid to Buyer's facility; or (ii) refund of the purchase price paid in respect of such goods or services, plus commercially reasonable charges in connection with the return or disposition of goods (if applicable). Seller’s liability will not exceed the aggregate purchase price of the particular goods and services with respect to which losses, damages, expenses or costs are claimed. Buyer must make any claim against Seller (whether sounding in contract or tort) within 12 months of the date of shipment of the goods or performance of the services, and any such claim not made within such 12-month period is irrevocably waived.

(b) SELLER IS NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMGES, LOSS OF ANTICIPATED PROFIT, UNABSORBED OVERHEAD, INTEREST ON CLAIMS, PRODUCT DEVELOPMENT AND ENGINEERING COSTS, FACILITIES AND EQUIPMENT REARRANGEMENT COSTS OR RENTAL, UNAMORTIZED DEPRECIATION COSTS, AND GENERAL AND ADMINISTRATIVE BURDEN CHARGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT OR REFUND REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. Seller will not be liable for any damages attributable to product abuse, misuse, neglect or any other cause, which is not the fault of Seller.

(c) The limitation of liability set forth in this paragraph will survive termination or cancellation of this Agreement. For the avoidance of doubt, Seller is not liable for any damages whatsoever whether direct or indirect resulting from any delay in delivery of the goods or failure to deliver the goods in a reasonable time – whether or not such delay or failure is caused by Seller.

14. Seller has no liability to any person other than Buyer by virtue of the sale of the goods or services, or any other matters contemplated by this Agreement. There are no third-party beneficiaries to this Agreement. If Buyer is purchasing goods for re-sale, Buyer will add Seller as a party protected by Buyer's warranty and limit of liability provisions in Buyer's terms of sale.
15. (a) Buyer agrees to indemnify and hold harmless Seller from and against any and all claims, demands, actions, causes of action, costs and expenses arising out of or in connection with, in whole or in part, any act(s) or omission(s), negligent or otherwise, of Buyer, or any of Buyer’s agents, servants, employees, subcontractors or customers, including but not limited to: (i) claims of personal injury, including death, to any person or persons (whether third parties or agents, servants or employees of Buyer or Seller); (ii) claims of loss of any property, real or personal (whether belonging to Seller, Buyer or to a third party); and (iii) any and all other damages recognized at law or in equity under any theory whatsoever.

(b) This indemnity includes, but is not limited to, any reasonable attorney’s fees or other reasonable legal fees incurred by Seller and associated with the foregoing.

(c) This indemnity provision is a material term to the Agreement. Buyer’s duty to indemnify is a condition to the sale of any goods from Seller to Buyer. Buyer has read the indemnity provision in its entirety, understands each and every part of the provision and acknowledges that there is no ambiguity concerning Buyer’s duty to indemnify.

(d) In the event that the applicable law prohibits enforcement of this clause as written, then and only then, this clause will be modified to provide the maximum indemnification to Seller, as indemnitee, allowable under that applicable law.

16. Buyer represents and warrants that it has complied and will comply with all applicable laws, rules and regulations pertaining to the export, import and movement of the goods sold hereunder. All drawbacks of duties paid on items used in the manufacture of the goods delivered hereunder will accrue to the Seller, and Buyer agrees to furnish the Seller with all documents and cooperation necessary to obtain payment of such drawbacks.
17. This Agreement will be governed by and construed according to the laws of the state where the Seller branch supplying the goods hereunder is situated. Any action brought upon, or by reason of, this Agreement will be brought, in Seller’s sole discretion, either in a court with jurisdiction over the county in which the Seller branch is located, in a court with jurisdiction over the county in which the project for which the goods are to be used is located, or in a court or before an arbitration panel where an action between Seller and a third party is pending which concerns the subject matter of this Agreement. Buyer agrees that, in the event any action is brought upon, or due to, this Agreement by either Buyer or Seller, and Seller prevails, Buyer will pay Seller’s reasonable attorney’s fees and other costs incurred because of or in connection with such action, in the maximum amount permitted by law.
18. Waiver by Seller of any terms or conditions of this contract or waiver of any breach hereof will not be construed as a waiver of any other term, condition, or breach. Determination that any provision of this Agreement is illegal or invalid will not affect the validity or enforceability of the remaining provisions of this Agreement.
19. Returns must be made in accordance with Seller’s return policy. A copy of this policy is available upon request.
20. The purchase of goods or services will not entitle Buyer to use, or otherwise identify Buyer or its business with the name, trademark or other identity of Seller. Should Buyer violate this provision, Seller reserves all remedies provided for by law or in equity, including, without limitation, injunctive relief.

Account Agreement

I/We willingly agree:

1) To notify RSIBP of any changes in information requested on the application,

2) To provide RSIBP updated financial information upon request,

3) That RSIBP has sole discretion to terminate this agreement at any time with or without notice and to change the terms and conditions thereof upon notice to the Applicant, continued use of the account is considered acceptance of any changed terms,

4) To pay the amount owed by the due date and to pay service charges at the rate of 18% annum (simple rate compounding monthly until paid) on any late payments and to pay a $25.00 fee for any checks returned for nonsufficient funds,

5) If a lien is filed, when the claim goes to collection or when claim goes to an attorney, I/We agree to pay all cost of collections and for attorney’s fees hereby set at 331 /3%,

6) To personally assume and guarantee all the liabilities incurred by the named company

7) The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants based on race color, religion, sex, age. If your application is denied, you are entitled to a written explanation as to why as long as the request is made in writing within 60 days of the denial.

I/We, the undersigned, hereby declare that the statements made in the foregoing application are true and accurate and give permission to use the information provided in an inquiry conducted by all RSI Building Products and future locations to determine my/our credit worthiness.