Terms and Conditions

The following Terms and Conditions apply to the use of this Web site as well as all transactions conducted through the site.

• Legal Notice

• These Terms and Conditions also apply to all quotes, invoices and sales receipts from The Rack Place whether generated through our web site or separately.

  Notice

  All notices from The Rack Place to Client may be posted on our Web site and will be deemed delivered within thirty (30) days after posting. Notice may also be sent to client to email address shown in BILL-TO area of quote or invoice or sales receipt or made by first class mail to address shown in BILL-TO area of quote or invoice or sales receipt. Delivery shall be deemed to have been made by us to Client five (5) days after the date sent.
  
  Notices from Client to The Rack Place shall be made either by e-mail to info@therackplace.com, or first class mail to our address at:
  
  PO Box 2013
  Lucerne Valley, CA 92356
  
  Delivery shall be deemed to have been made by Client to The Rack Place five (5) days after the date sent.

  Material

  Material can mean pallet racking components such as uprights (also known as frames or upright frames), beams, row spacers, pallet supports (also known as supports), wire decks and other components of pallet racks. Material also can mean cantilever components such as columns (also known as uprights or upright columns), bases, arms, brace sets or kits, horizontal struts (also known as struts) or other cantilever components. Material may also mean other components of other types of material handling systems and equipment. Client understands that Material purchased are the components of material handling systems. Client bears full responsibility for assembling Material into material handling systems, according to local City or County requirements, if any, and to ensure that Material is suitable for application and seismic zone. Client understands that the City or County or other agency may require client to obtain proper permits at significant additional cost prior to assembling and using the Material and that those permits and costs are not included as a part of the deal.

  Load Capacity

  Load capacities listed are published by manufacturer and do not reflect application or seismic zone. Capacities listed assume even distribution of weight upon the Material. Capacities listed for pallet racking uprights or cantilever columns assume the first beam level (floor to first beam) or first arm level (floor to first arm) is placed at a height per manufacturer's recommendations for a given load capacity, typically 48 inches for the load capacities listed on this web site or on quotes, invoices or sales receipts. The maximum vertical distance between beams or arms ("Maximum Unsupported Length") should not exceed the manufacturer's recommendations for a corresponding load capacity listed (same as for first first beam or arm, typically 48"). Material is adjustable and may be adjusted to exceed these requirements but load capacity will be significantly reduced. Only an engineer may determine whether given material can support a specified load capacity for a particular application and seismic zone, and City and County requirements may be even more restrictive.

  Used Material - Specifications

  For used Material, all specifications are approximate. Used Material typically does not have identifying markings and so we must use our experience and judgement to make an approximate identification. Client assumes all risks in purchasing and using used Material. Client agrees to indemnify and hold us harmless in all matters relating to used Material, including but not limited to use, consequential damages or other damages.

  Used Material - Load Capacity

  Used Material may not perform as well as new. We do our best, using our experience and judgement, to properly identify used Material, but because many pieces of used Material do not have identifying marks, an approximation must often be made. Load capacity, if listed for used Material, is shown to be the same as for a corresponding piece of new Material, based upon our identification. However, because the Material is in used condition, it may not perform as well.

  Used Material - Condition

  Used Material may be of varying colors, may have dings, dents, scratches, blemishes, surface oxidation, or other defects and may not be uniform in appearance.

  Compatibility

  Material comes from many manufacturers in many brands and styles. Brands are not generally compatible, and styles, even within the same brand are not generally compatible. Client bears the responsibility to ensure the Material purchased will be compatible with existing.

  Order Cancellation or Changes

  We will do our best to accommodate your needs. But please bear in mind that after an order has been placed, changing or cancelling it may be difficult or not feasible, due to logistical reasons or for other reasons. For example, an order may be fulfilled by multiple suppliers involving multiple freight carriers. Orders may be cancelled or changed, in our sole discretion, with our written consent. Restocking fees or change order fees may apply or you may lose part or all of your deposit and payments made, in our sole discretion.

  Deposits and Payments

  Deposits and payments are nonrefundable unless part or all of the order has been subject to Prior Sale or has become Unavailable, in which case appropriate refunds will be made, unless Prior Sale or becoming Unavailable resulted from delays from the client or if client is in Default of this agreement. Delays from client include but are not limited to failure to pay deposit or other payment in a timely manner and failure to respond to reasonable requests from us in a timely manner. Deposits and payments will not be returned because Material fails to meet revised client requirements (e.g. error, omission, new information), prelims, engineering, City or County requirements, permitting or other requirements or for other reason, and such does not in any way constitute a "prior sale" or "unavailability."

  Order Subject to Prior Sale or Becoming Unavailable

  Prior Sale means our supplier or we sold the material after client paid deposit or other payments or agreement to purchase was made but before fulfillment or delivery or will call could be made. Unavailability means the material has become unavailable due to inventory error, damage or weathering or other cause making material no longer saleable, or other reason that material is no longer available in our sole discretion.

  Delays Or Business Disruptions

  Delays or other business disruptions may occur because of supply chain disruptions, scheduling conflicts or freight delays or other reasons. We are not responsible for delays or other business disruptions and client agrees to indemnify us and hold us harmless for any and all delays, business disruptions or consequential damages or other damages.

  Substitutions

  As a market-making service, we reserve the right, in our sole discretion, to substitute part or all of an order with heavier duty material or to fill in new for used. For example, if 3-1/2in beams have become unavailable or were sold we may substitute 3-3/4in beams. In another example, for a 150-upright used requirement, if only 130 used uprights are available, we may fill in with 20 new uprights. Substitution with heavier duty material or new material may result in higher cost to the client. If so, we will contact the client to get approval prior to shipping. Nothing in this section shall override deposit or payment non-refundability or that pricing is subject to Prelim and other factors.

  How the Deal Works

  This section summarizes how the deal typically works, but other arrangements may be made in writing. If you have included engineering, we will arrange for a preliminary engineering report ("Prelim"). For new Material, after the Prelim comes back, we submit it to the manufacturer who responds with an updated cost schedule should the Prelim require heavier Material than first anticipated, and a price adjustment may be made, which may result in a client budget shortfall, which can be significant. Load capacity may be reduced so that heavier duty Material is not needed. In the case of used Material, this typically is the only avenue of mitigation. We do not typically place an order to the manufacturer for new Material until it has been approved by Engineering and until it looks like the City, County or other approving authorities are going to sign off on it, unless the client has not made arrangements with us for Engineering or permitting submittal assistance, in which case, we typically place the order when received. For used Material, we place the order when received, and if it does not pass Prelim or other requirements, the only avenue of mitigation is, typically, to reduce load capacity. When Material is ready for delivery, depending upon order size, a second payment may be required prior to shipping. Non-principals such as contractors may be required to pay balance due before delivery is made. Upon delivery of first truckload prior to load being unstrapped a payment will be due and payable. If the order is Material-only, this payment will be the balance due. Otherwise, see the payment schedule. If installation is included, an installer walkthrough must occur and pricing is subject to this walkthrough, which may result in a client budget shortfall, which can be significant. If permitting submittal assistance has been ordered, an inspector may be required to be present, at client's expense, during certain portions of the installation, typically beginning, middle and ending of job, depending upon job size, for the purpose of providing an anchor inspection report. Payment for labor must be provided, less a nominal amount, prior to Material being fully put up. Balance due is due and payable for labor at time material is fully put up. Payment for other services is part in advance, balance upon completion. Permitting is not a requirement for completion, even if permitting submittal assistance is ordered. We can make no guarantee that a permit will be issued.

  Budget Shortfall

  A Budget Shortfall may result because of Prelim, engineering, City or County requirements, permitting, installation or other reason. Client is responsible for shoring up resulting Budget Shortfall, if any. If budget shortfall occurs, we may, in our sole discretion, provide options, in writing, to mitigate it, such as, in case of Prelim, reducing required load capacity. Payment schedule may also be affected. A higher deposit or other payments may be required and frequency of payments may change. We will provide a revised payment schedule, if the existing payment schedule or amounts have changed. We will provide written notice of Budget Shortfall and options, if any, will also be presented in writing.

  Permitting

  Requirements by the City, County or other agency may result in significant additional costs or delays. Installing material handling equipment such as pallet racks or cantilever may be viewed as an improvement, and previously grandfathered items may be re-examined. Client is responsible for these costs and agrees to indemnify and hold us harmless.

  Fire Protection / High Pile Storage Permit

  Many jurisdictions require a high pile storage permit for loads over 144 inches in height, some if over 72 inches in height. Other jurisdictions may have other requirements. Fire protection and high pile storage requirements can result in significant additional cost. Client is responsible for these costs and agrees to indemnify and hold us harmless.

  Prelim and Engineering

  If you order engineering, a prelim will first be performed. Supplier response to the prelim may result in a significant price adjustment, depending upon seismic zone and application or other factors, and additional payments may be required. In order to maintain budget parity, in our sole discretion, we may provide options such as reducing the required load capacity. Client is responsible for these costs and agrees to indemnify and hold us harmless.

  Fees

  City and county fees and other fees are not included and may result in significant costs. In particular, a special fire engineering stamp, required in some jurisdictions, is an additional cost (typically $1000) and is not included, even if engineering and high pile storage consulting is ordered. Client is responsible for these costs and agrees to indemnify and hold us harmless.

  Scope of Delivery

  Scope of Delivery only includes what is specified on the quote, invoice or sales receipt, unless other arrangements are made in writing. The following items are specifically excluded from the Scope of Delivery: fire curtains, sprinkler systems, row backers, installation, drawings, prelims, seismic calcs, engineering and permits, and anything else not explicitly included on the quote, invoice or sales receipt. Hardware and anchors, unless specified in writing, are not included.

  Completion

  Material portion of job is completed when Material has been delivered, and all remaining monies related to Material are due and payable at that time, unless other arrangements are made in writing. Services are completed when performed and all remaining monies related to Services are due and payable at that time, unless other arrangements have been made in writing. In any event, unless other arrangements have been made in writing, all remaining monies are due and payable at time Material is delivered (if Material-only order) or when Material is up (Material plus Services Order) or when Services have been completed (if engineering is provided), except that Permitting Submittal Assistance and Inspections and fees or other reimbursable costs exceeding $500 singly or in aggregate shall be paid in advance. Permit Issuance, passing inspections and prelim or engineering approval are not conditions of job completion and are not guaranteed.

  Scope of Work

  Scope of Work describes the job to be performed but does not take precedence over the quote, invoice or sales receipt. In particular, only Material and Services in the quote, invoice or sales receipt will be performed, although the Scope of Work may provide additional detail or clarification.

  Payment Schedule

  Payment Schedule is provided to afford detail and timing of payments due but does not supersede the quote, invoice or sales receipt.

  Stand-By Fee

  A Stand-By Fee of up to $350 per hour may be assessed, in our sole discretion, if labor or trucks are forced to stand by. For example, if truck cannot be unloaded because forklift is not available or commodities are in the way, a Stand-By Fee may be assessed. If the installation crew is unable to perform at full load capacity because a forklift is unavailable or because commodities are in the way or, in the case of a teardown, have not been unloaded from Material, then a Stand-By Fee may be assessed. Other costs may also be assessed, such as for equipment rental, freight, storage or labor.

  Installation

  Installation services are provided by a third party installer under direction, control and supervision of client. Installation services do not include loading the Material with commodity. Hardware costs (e.g. anchors) are not included unless specified in writing. Forklift and scissors lift are required, and if not provided by client, an additional rental fee may be assessed. Power must be available near the work area, or a generator rental fee may be charged. Only an engineer can correctly specify the required anchors. Some Cities / Counties have their own requirements. Many jurisdictions require an anchor inspection report where an inspector, at client's expense, must be present during anchoring, typically at beginning, middle and end of job. Engineering, permitting submittal assistance and anchor inspection services are not included with installation but are available at additional cost. Client takes full responsibility for anchor selection, inspection, engineering and permitting.

  Teardown

  Teardown services are provided by a third party installer under direction, control and supervision of client, except that Material must be prepared for shipping per our specification, which the installer will be familiar with. Teardown services do not include unloading commodity from the Material. Hardware costs, if any, are not included unless specified in writing. Typically, after the Material is removed, the anchor bolts are broken off with a mallet and ground down flush with the floor. Forklift and scissors lift are required, and if not provided by client, an additional rental fee may be assessed. Power must be available near the work area, or a generator rental fee may be charged. Client takes full responsibility for condition of floor.

  Scope of Delivery - Permitting Submittal Assistance

  Up to 20 hours of permitting submittal assistance are included with price for permitting submittal assistance, with additional hours being billed at a pro-rated rate. Permitting submittal assistance includes assistance in obtaining a permit, but does not guarantee a permit will be issued. We reserve the option to terminate permitting submittal assistance at any time, for cause, such as client not providing accurate information in a timely manner, in which case the entire amount paid for permitting submittal assistance is forfeit and balance remains due, or, without cause in our sole discretion, in which case unused portion, if any, of permitting submittal assistance amount paid will be returned to client.

  Scope of Delivery - Engineering

  Engineering does not include permitting and does not guarantee a permit will be issued or that the Material will be approved for desired load capacity. Manufacturer response to material approved by engineering or prelim may result in a significant price adjustment for which client is responsible. City or County or other agency may overrule Engineering and require heavier Material or a lower load capacity or may have other requirements, all of which it is the client's responsibility to bear.



• Copyright

• All content appearing on this Web site is the property of:
  
  The Rack Place
  PO Box 2013
  Lucerne Valley, CA 92356
  
  Copyright © 2015-2019 The Rack Place. All rights reserved. As a user, you are authorized only to view, copy, print, and distribute documents on this Web site so long as (1) the document is used for informational purposes only, and (2) any copy of the document (or portion thereof) includes the following copyright notice: Copyright © 2015-2019 The Rack Place. All rights reserved.




• Trademarks

• All brand, product, service, and process names appearing on this Web site are trademarks of their respective holders. Reference to or use of a product, service, or process does not imply recommendation, approval, affiliation, or sponsorship of that product, service, or process by The Rack Place. Nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, copyright, trademark, or other intellectual property right of The Rack Place or any third party, except as expressly granted herein.




• Use Of Site

• This site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this site may contain technical inaccuracies or typographical errors. Information, including product pricing and availability, may be changed or updated without notice. The Rack Place and its subsidiaries reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if The Rack Place believes that customer conduct violates applicable law or is harmful to the interests of The Rack Place and its subsidiaries.




• Privacy Policy

• We are committed to keeping your information private. We do not share email addresses or other personal or business information to other parties except as required to conduct the usual course of business and serve your needs.




• Shipping & Delivery
• Destination

  We ship Material to locations within 100 miles of Los Angeles, California. For further distances, we may arrange shipping or Client may arrange shipping and Will-Call the Material. We have sole discretion of where we will ship.

  Will Call

  When Client picks up the Material or causes it to be picked up by a third party shipper, the balance due must be paid before the Material will be released. Ownership transfers after the Material has been loaded onto the truck and total amount due has been paid, except that if payment becomes invalid for any reason (e.g. checking being returned by bank), ownership reverts to us and client is responsible for all fees and costs for its return in a timely manner and client is deemed in Default of this agreement. FLATBED TRUCKS ONLY FOR WILL CALL. NO HAND LOADING.

  Freight Charges

  Freight rates may have changed from the quoted rate in the time from when the order is placed to when the order is shipped. Charges for freight are an estimate only and may differ from your order. Before we ship your order if freight costs have increased we will confirm the revised charges with you and provide the reason for the difference.

  Ownership

  The risk of loss for the Material passes to Client when it is delivered to Client or is will-called. Title passes to client when payment is received in full and the Material has been delivered or will-called.

  Delivery

  Delivery is deemed complete when Material has been transported to client's receiving facility as indicated on the quote, invoice or sales receipt by the shipping address. If the truck has to return for some reason (for example, because there is no one to receive the Material), additional delivery charges, labor charges, equipment charges, and Storage fees may apply, and client is deemed in Default of this agreement. Stand-By Fee may also apply.

  Storage

  We are not in the business of storing material for other parties. Space taken up storing material for other parties means we have to forgo income that might otherwise be generated. Storage fees are at least $100 or 5% of order per day, whichever is greater. Client gives up all claim to Material, and it reverts to us if not picked up within 20 days or if storage amount equals or exceeds Total Material amount client paid to us originally for Material. Storage fees do not include handling, freight to and from storage facility and other costs, which may be assessed separately. This provision does not constitute a promise or an offer to store Material and is not meant to imply that we will consent to store Material or that Material will be maintained in original condition as Material may be stored outside in a dirt lot and will be subject to prevailing weather conditions. We are not responsible for theft or damage or other decline in value of the Material. Client may redeem material by making request in writing and by paying all associated fees, costs or other amounts. Client is responsible for delivery costs to and from storage facility and for handling costs and for any other related costs or fees or other charges.

  Loading and Unloading

  Client is responsible for loading and unloading trucks and must use a forklift to load or unload trucks. If hand loading or unloading is performed, a Stand-By Fee may be charged, in addition to forklift rental and labor charges. Client is responsible for loading or unloading commodity onto or from Material.

  Shipping Damage

  Although precautions are taken to maintain its appearance, new Material may acquire minor dings or blemishes during the process of shipping or during the process of loading or unloading the Material from the truck. All Material is shipped on uncovered flatbed trucks and is exposed to the elements during transport. Let us know if you have any concerns.



• Sales Tax

• The Rack Place charges sales tax for merchandise ordered on this Web site or quote or invoice or sales receipt based on the applicable state sales tax rate and the location to which the order is being shipped. We do not charge sales tax for orders outside of California.




• Warranties

• The Content included in this Web site and on quotes, invoices and sales receipts has been compiled from a variety of sources and is subject to change without notice as are any products, programs, offerings, or technical information described in this Web site or on quotes, invoices or sales receipts. The Rack Place makes no representation or warranty whatsoever regarding the completeness, quality, or adequacy of the Web site or Content, or the suitability, functionality, or operation of this Web site or its Content. By using this Web site, you assume the risk that the Content on this Web site may be inaccurate, incomplete, offensive, or may not meet your needs and requirements. The Rack Place SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THESE WEB PAGES AND CONTENT. IN NO EVENT WILL The Rack Place BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  Errors and Omissions

  We are not responsible for errors or omissions either on this web site or in quotes, invoices or sales receipts or other documents or online media or electronic form such as emails or attachments. Client agrees to indemnify and hold us harmless.

  Indemnity

  We do our best to provide quality new and used Material in a timely manner, and also to provide accurate information on our web site, quotes, invoices and sales receipts. However, the nature of material handling equipment means that we cannot offer a warranty or guarantee on the Material or with regard to unavailability, prior sale or delays. New Material may come with a manufacturer warranty. Client agrees to indemnify us and hold us harmless for damages caused by the Material or incident to the Material, or because of unavailability or prior sale or delays, or any reason related therein, or for errors or omissions in information provided on this web site or in quote, invoice or sales receipt, whether generated through our web site or separately, or because Material fails Prelim or engineering or cannot be permitted. Client agrees to indemnify and hold us harmless for any special, indirect, incidental or consequential damages relating to this web site and content or to quotes, invoices or sales receipts, whether generated through our web site or separately. Client agrees to indemnify and hold us harmless for any and all issues related to installation, engineering, permitting, fire, inspection or other requirements or equipment.



• Return Policy

• All purchases are "as-is, where-is." No warranty, either express or implied, is provided. However, new Material may come with a manufacturer's warranty. Notify us within five (5) days of delivery if you have any concerns. In our sole discretion, we will replace or give credit for damaged or structurally unsound material. Material may not be returned because permits were not approved or because the Material failed to meet engineering or Prelim requirements or other requirements. We strongly recommend that you get the engineering and permits approved by the City or County before placing your order. We provide services via third party consultants for Prelim, engineering and also for permitting submittal assistance.




• Miscellaneous
• Void Where Prohibited

  Although the information on this Web site is accessible worldwide, not all products or services discussed in this Web site are available to all persons or in all geographic locations or jurisdictions. The Rack Place and the advertisers each reserve the right to limit the provision of their products or services to any person, geographic area, or jurisdiction they so desire and to limit the quantities of any products or services that they provide. Any offer for any product or service made in the materials on this Web site is void where prohibited.

  Governing Law

  In the event of litigation both parties agree that the Law of the State of California shall apply and both parties shall consent to the jurisdiction of said State's Superior Court or other Court or other agency with jurisdiction located in Venue specified in other section of this agreement. Both parties expressly waive a trial by jury.

  Venue

  In the event of arbitration or litigation both parties agree that the Venue shall be located in the City of San Bernardino, City of Rancho Cucamonga, City of Victorville or other City within the County of San Bernardino in our sole discretion.

  Miscellaneous

  This agreement constitutes the entire agreement between you and us with respect to this Web site or to quotes, invoices or sales receipts. This agreement supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and us with respect to this Web site or to quotes, invoices or sales receipts, whether generated through our web site or separately. If any provision of this agreement is found to be contrary to law, then such provision(s) shall be constructed in a manner to closely reflect, as much as possible, the intentions of the parties, with the other provisions remaining in full force and effect. In no event shall hand-written modifications, amendments or deletions take precedence.

  Modification by Subsequent Agreement

  No modification of this agreement or to quotes, invoices or sales receipts, whether generated by this web site or other method, shall be effective unless in writing and signed by all parties. Email does not constitute a written agreement or modification, except to convey as an attachment a signed agreement or other document with or without attachments referred to in the signed agreement or other document. Oral agreements are only binding to the extent they are carried out by all agreeing parties.

  Referrals

  Upon request, we may, in our sole discretion, provide contact information for third party consultants who may assist you with installation, engineering or may provide permitting assistance or other services or material. However, we do not make any representation as to their qualifications, suitability, knowledge or ability. In some cases we may receive compensation from the third party consultant for the referral should you choose to use their services or purchase material from them. We do not provide any warranty or guaranty for work performed by or material purchased from or via third party consultants.

  Third Party Consultants

  We use third party consultants to provide prelims, engineering, permitting submittal assistance, installation, delivery, and other services. The third party consultant is responsible for their own work, and we make no representation or warranty regarding their qualifications. Client agrees to indemnify and hold us harmless for work performed by third party consultants. Client also agrees not to contact or engage in business with the third party consultants outside the scope of usual business relating to the current project. All Third Party Consultants, installers, contractors, engineers, inspectors and others are under direction, control and supervision of Client.

  Suppliers

  We may use suppliers to provide Material and at times services or delivery. The supplier is responsible for their own work, and we make no representation or warranty regarding their qualifications. Client agrees to indemnify and hold us harmless for material provided by or services or delivery performed by suppliers. Client also agrees not to contact or engage in business with our suppliers in the context of the current project or relating to quotes, invoices or sales receipts provided by us either by this web site or other form. Nothing in this section is meant to override Default.

  CONFIDENTIALITY AND NON-COMPETITION

  Client agrees to hold confidential all information pertaining to this deal, except in normal course of business. Client is specifically prohibited from sharing the names of our suppliers and third party consultants, from sharing fee, cost or pricing information, from sharing bill of materials, from sharing payment schedule, scope of work, or other documents, or from disclosing or providing any information in any form, as it pertains to this deal, except in the normal course of business. Client is specifically proscribed from sharing any information about this deal or about us on social media sites, forums, or other electronic or other means to the public or to our competitors or to any others. Client is specifically prohibited from using quotes, invoices or sales receipts from us or any other information provided by us or our suppliers or our third party consultants to make a side deal with one of our competitors with intent of removing us or reducing our role in the deal. In particular, if client takes a prelim provided by us or a third party consultant contracted by us and then uses it to place an order with a supplier directly excluding us while removing us from the deal or reducing our role, the client is in Default of this contract.

  Pricing

  Pricing is subject to change without notice. Pricing is subject to prelim, engineering, permitting, installer walkthrough, City or County requirements, inspection or other requirements. Material may not be returned because it fails to meet prelim, engineering, permitting or other requirements.

  Payment

  Unless other arrangements have been made in writing, payment is payable and due in full upon placing your order and must be in the form of United States currency (US dollars) in cash, company check, money order, cashier's check, wire transfer, ACH or other mutually agreed upon form of payment. Checks or money orders may be remitted to:
  
  The Rack Place
  PO Box 2013
  Lucerne Valley, CA 92356
  
  Please include the quote, invoice or sales receipt number with payment. If you mail a check or money order to us, to facilitate processing of your order, please also email a scanned copy of it to info@therackplace.com.

  Time Is of the Essence

  Time is of the essence. Payments must be made on time, equipment provided in a timely manner, and information provided and reasonable requests granted within a reasonable period of time or client is in Default. Payments are due and payable per payment schedule if provided or upon receipt of invoice or upon delivery. If, for example, Net 10 is specified, even though client is allowed 10 days to make payment, payment is still due and payable immediately. Unreasonable delays by client place client in default. If Net 10 or similar Terms are granted, they only apply to the final payment. Earlier payments are due and payable when invoiced or when condition occurs, as applicable. For example, if a given amount is due "when material delivered," then the payment is due prior to load being unstrapped and unloaded from the truck and not Net 10 even if Net 10 terms are specified. Unreasonable delays also include, for example, forklift unavailability to on-site installation personnel or to load or unload trucks; failure to provide information relating to obtaining engineering or permitting; and any other reasonable items or information not provided in a reasonable time frame. If Material, labor or service costs increase or sales tax rate increases, the client agrees to pay the increase.

  Default

  If Client Defaults or fails to pay on any portion of payment or if client becomes in breach of any part of this contract, we are released from further obligation. The total amount of quote, invoice or sales receipt becomes due and payable immediately. The entire amount of the Material, whether or not already delivered and/or installed, remains owned by us, or reverts back to ownership by us, and we may take possession of the Material at Client's expense which includes but is not limited to costs for disassembly, stacking, banding, shipping, handling, equipment rental, labor and a restocking fee which is typically a minimum of 25% of the total amount of quote, invoice or sales receipt. Costs of collection and recovery, including reasonable attorney's fees, court costs, and any other costs related to the lawful collection or recovery of monies or material owed shall be borne by the Client. Additionally, the Client assumes responsibility for supplier charges and late fees accruing. Interest for the unpaid balance may be charged at 25% per annum, charged daily from time of default, or whatever maximum amount is permitted by law.

  Presumed Default

  Default is presumed if client makes substantially similar order to supplier or third party consultant, if client causes agreed upon work to be performed by another or agreed upon Material to be supplied by another, if client becomes Nonresponsive, or if client directs us to stop or suspend work and does not, within a reasonable amount of time, allow us to continue work.

  Nonresponse

  If client fails to respond to reasonable requests in a timely manner, does not provide answer to request for reasonable information in timely manner, or if client directs us to stop work and fails to permit us to continue work within a reasonable amount of time, then the client is deemed to have become Nonresponsive and is also deemed to be in Default.

  Stop or Suspend Work

  A request to stop or suspend work by client must be given in writing, must include the reason and must provide an approximate time frame in which work is to be resumed. In our sole discretion, we will make the decision on whether to honor the request. We will provide a confirmation in writing which may also include additional costs, fees, charges or penalties. Client may be subject to a Stand-By Fee while work is stopped or suspended or to other costs, fees, charges or penalties.

  Liquidated Damages

  Except as mentioned under Default or other sections in this agreement, arbitration or judgment amount shall be limited to the Total Material amount shown on the quote, invoice or sales receipt, or total payments made by client, whichever is less, minus material costs, material preparation or paint costs and minus our reasonable restocking fees, and specifically excludes sales tax, delivery/freight, teardown, third party consultant charges, other labor or service charges, supplier restocking fees, nonrefundable deposits paid to third party consultants, cost of other services, and any other charges.

  Attorney Fees

  The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

  Arbitration

  Client agrees to binding arbitration rather than bring suit and that such arbitration shall take place in the State of California, County of San Bernardino, in Venue specified in other section of this agreement. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Venue before arbitrator or arbitrators. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.