Terms of service

BUILDING SUPPLY BFF – ONLINE TERMS AND CONDITIONS

APPLICABILITY. These Terms and Conditions of Sale (these “Terms”) govern all sales of goods (“Goods”) by JAKBA Ventures, LLC, a Colorado limited liability company d/b/a Building Supply BFF (“Seller,” “we,” “us,” or “our”) to any purchaser (“Buyer,” “you,” or “your”) through Seller’s website or any other online ordering platform operated by Seller (collectively, the “Site”). By accessing the Site, placing an order through the Site (each, an “Order”), clicking to accept these Terms, or otherwise purchasing any Goods from Seller online, Buyer agrees to be bound by these Terms. Each Order constitutes an offer by Buyer to purchase Goods subject exclusively to these Terms. Seller expressly rejects any additional or different terms proposed by Buyer, whether contained in any purchase order, confirmation, correspondence, or other document, and such additional or different terms shall be void and of no effect unless expressly agreed to in a written agreement signed by Seller, regardless of whether Seller subsequently fulfills all or any such terms or Order.

ORDER; ACCEPTANCE. Submission of an Order constitutes an offer to purchase the selected Goods. All Orders are subject to acceptance by Seller, and Seller may reject all or any portion of an Order, or limit quantities of any Order, for any reason. An Order is not binding on Seller unless and until Seller transmits an order confirmation or ships the applicable Goods.

PAYMENT. Unless otherwise stated at checkout, payment is due thirty (30) days from the date of invoice. Seller may require payment in full at the time of Order via credit card or other approved electronic payment method. Buyer authorizes Seller (or its third-party payment processor) to charge the payment method provided at checkout for all amounts due. Time is of the essence for all payment obligations. Seller may revise these payments terms in its sole discretion. Buyer may not withhold, offset, or deduct any amounts from payments due without Seller's written consent.

PAYMENT DEFAULT. Any amount not paid when due shall bear interest at the rate of the lesser of: (1) two percent (2%) per month (24% per annum); or (2) the maximum rate permitted by law, from the due date until paid in full. Buyer shall also be responsible for all costs of collection, including reasonable attorneys’ fees. If Buyer fails to make any payment when due, Seller may, at its option take any one or more of the following actions: (a) declare all outstanding amounts immediately due and payable; (b) suspend or terminate further shipments; (c) require cash in advance for future orders; (d) terminate these Terms and any or all Orders hereunder; or (e) exercise any other remedies available herein or at law or equity.

DELIVERY; RISK OF LOSS. All shipping, handling, packaging, insurance, and delivery costs are separate from the cost of the Goods, and are the sole responsibility of Buyer. Freight charges are non-refundable. Seller shall not be responsible for delivery delays, damage in transit, or carrier performance under any circumstances. Risk of loss or damage passes to Buyer immediately upon delivery to the common carrier by Seller or at Seller's facility. Notwithstanding anything to the contrary stated herein: (a) initial estimates provided by Seller do not include shipping costs; (b) actual freight charges will be quoted separately and added to the final invoice; and (c) buyer is responsible for all freight, shipping, handling, and delivery charges as invoiced.

INSPECTION AND REVOCATION. Buyer shall inspect all delivered Goods within three (3) days of delivery for any defect, damage, or shortage (the “Inspection Period”). Buyer shall provide written notice to Seller of any defect, damage, or shortage with respect to delivered Goods prior to the expiration of the Inspection Period. If Buyer does not provide written notice prior to the expiration of the Inspection Period, Buyer shall be deemed to have accepted the Goods as is and shall not be entitled to object to or reject all or any portion of the Goods.

SECURITY INTEREST. Buyer hereby grants Seller a security interest in all shipped Goods to secure the payment of the purchase price and all other amounts owing in relation to these Terms or any Order related hereto. At Seller’s request, Buyer agrees to execute one or more financing statements in a form satisfactory to Seller and authorizes Seller to file a financing statement in any location deemed necessary or advisable to perfect Seller’s security interest in such Goods and their proceeds. Buyer further agrees to cooperate fully with Seller in executing any additional documents, instruments, financing statements, or amendments thereof as Seller may deem necessary or advisable to maintain and continue the security interest created by this Order. In the event Buyer becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, Seller may immediately terminate these Terms and may pursue any and all remedies available at law or in equity, including the repossession of any unpaid Goods at Buyer’s cost and expense. Seller or its assigns shall have the right to resell the same for the account of Buyer in the manner provided by the Uniform Commercial Code (the “UCC”) and Buyer agrees to pay the deficiency arising after the application of the proceeds of the resale to the expenses of retaking and resale and to the payment of the purchase price remaining due with interest.

EXCUSABLE DELAYS. Seller’s delay in performance or non-performance of any obligation caused by Force Majeure (as defined herein) shall not be deemed a default of such obligations during such time that Seller is prevented from performing such obligations. The term “Force Majeure” shall mean, without limitation, the following: acts of God, including weather emergencies; strikes or lockouts; acts of terrorism; epidemics or pandemics; or other similar or comparable cause or event not reasonably within Seller’s control. In the event of Force Majeure, Seller shall promptly notify Buyer, explaining in detail the full particulars and expected duration thereof, and shall use its best efforts to remedy the interruption or delay. In the event that the Force Majeure extends for more than ninety (90) days, either party may terminate these Terms upon written notice thereof to the other party.

LIFETIME WARRANTY. The Goods are covered by a lifetime warranty covering defects in materials and craftsmanship under normal commercial use. This warranty covers defects in materials and/or craftsmanship and issues arising under normal commercial use and proper installation, and does not include damage caused by misuse, abuse, accidents, improper installation, extreme environmental conditions, normal wear and tear rom long-term use, cosmetic damage that does not affect functionality, and installation or labor costs. Such warranty is available to the original purchaser only, and proof of purchase is required. Otherwise, Seller expressly disclaims any and all representations and warranties with regard to the Goods, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

BUYER’S EXCLUSIVE REMEDIES. The remedies set forth in these Terms constitute the sole and exclusive remedies available to Buyer under or in connection with these Terms.

LIMITED LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANY END USER OR OTHER THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS UNDER ANY EQUITY, COMMON LAW, TORT, CONTRACT, ESTOPPEL, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHER THEORY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES, EVEN IF THE REMEDIES PROVIDED FOR IN THESE TERMS FAIL FOR THEIR ESSENTIAL PURPOSE AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES OR THE FOREGOING DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, UNDER ANY EQUITY, COMMON LAW, TORT, CONTRACT, ESTOPPEL, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY EXCEED THE LESSER OF: (1) THE TOTAL AMOUNTS PAID TO SELLER FOR ALL GOODS SOLD DURING THE SIX MONTHS IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY; OR (2) THE AMOUNT OF INSURANCE PROCEEDS RECEIVED BY SELLER COVERING THE INCIDENT GIVING RISE TO THE LIABILITY.

ASSUMPTION OF RISK AND INDEMNIFICATION. Except as expressly set forth in this Section, Buyer assumes all risk and liability associated with Goods and their sale. Buyer shall not modify or alter the Goods. Buyer shall indemnify, defend, and hold harmless Seller and Seller’s owners, officers, directors, employees, representatives, and agents, from and against any and all liabilities, losses, damages, claims, costs or expenses (including reasonable attorneys’ fees and costs) (together, “Claims”) incurred by Seller with respect to: (1) Buyer's purchase, possession, resale, marketing, installation, or handling of the Goods; (2) Buyer's breach of these Terms or violation of any applicable law or regulation; (3) any negligent or wrongful acts or omissions by Buyer, its employees, agents, or representatives; (4) any injury to persons or damage to property occurring in connection with the Goods after delivery to Buyer; (5) Buyer's failure to properly communicate installation, maintenance, or usage requirements to end users; (6) any claims by end users against Seller related to Buyer's representations, warranties, or conduct; (7) any regulatory violations or non-compliance issues related to Buyer's sale or end users' use of the Goods; and (8) Buyer's failure to communicate required warnings, specifications, or disclaimers to end users.

WAIVER AND RELEASE OF CLAIMS. Buyer, on behalf of itself and its heirs, successors, and assigns, hereby releases, waives, and forever discharges Seller from any and all claims, demands, actions, causes of action, suits, damages, losses, and liabilities of any kind or nature, whether known or unknown, suspected or unsuspected, which Buyer may have or claim to have against Seller, including, but not limited to, any such claim or damages arising out of or related to: (1) the design, manufacture, sale, or distribution of the Goods; (2) any actions, omissions, representations, or conduct by Buyer, end users, installers, or any other third parties; (3) the performance, non-performance, installation, or use of the Goods; (4) any regulatory compliance related to the Goods; and (5) any other matter related to the Goods or these Terms.

COMPLIANCE. Buyer is solely responsible for ensuring that its business operations, marketing practices, and sales activities comply with all applicable federal, state, and local laws and regulations. Seller makes no representations that any of the Goods comply with any safety standard or legal or regulatory requirement of any kind. Seller disclaims any responsibility regarding the safety or compliance of the Goods, or the Buyer's or the end users’ compliance with applicable laws and regulations.

TERMINATION. In addition to Seller’s termination rights set forth in these Terms, each party shall have the right to terminate these Terms upon a material breach by the other party of any term or condition stated in these Terms, provided that the non-breaching party gave the breaching party (other than with respect to payment breaches which shall not be subject to a cure period) written notice of the breach and the breaching party failed to cure such breach or present the non-breaching party with a plan to cure such breach within ten (10) days after the breaching party’s receipt of the written notice of such breach. In addition, either party may terminate these Terms upon thirty (30) days written notice.

MISCELLANEOUS. The provisions relating to payment, warranty disclaimers, limitation of liability, indemnification, and regulatory compliance shall survive any termination or expiration of these Terms. If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. These Terms constitute the entire agreement between Seller and Buyer regarding the subject matter herein and supersede all prior agreements or understandings. Seller may modify these Terms at any time in its sole discretion. Updated Terms will be posted on the Site with a revised “Last Updated” date. The Terms in effect at the time Buyer places an Order will govern that Order. Buyer’s continued use of the Site after changes are posted constitutes acceptance of the revised Terms. The laws of the State of Colorado shall govern, construe, and interpret these Terms, notwithstanding conflict of laws principles. If an arbitrator or court of competent jurisdiction determines that terms and conditions in addition to these Terms should be included in interpreting the agreements between the parties, then notwithstanding any contrary Colorado law, the parties agree that any different terms and conditions shall be interpreted under §2-207(2) of the UCC. By ordering any Goods, Buyer acknowledges that Buyer is transacting business at Seller’s place of business in Colorado. The federal and state courts in Denver, Colorado shall have exclusive jurisdiction over all disputes and controversies arising out of these Terms.

BUYER ACKNOWLEDGEMENTS. By accessing the Site or placing an Order, Buyer acknowledges that Buyer has read, understands, and agrees to be bound by these Terms. If Buyer does not agree to these Terms, Buyer must not place an Order through the Site. Buyer agrees to use the Site only for lawful purposes and in accordance with these Terms. Buyer shall not misuse the Site, interfere with its operation, attempt unauthorized access, or use the Site in violation of applicable law.