Standard Terms and Conditions




  1. These Standard Terms and Conditions of METAL MASTER SHOP INC., its affiliates and subsidiaries (hereinafter collectively referred to as “Metal Master Shop” and/or “Creditor”) are the sole terms and conditions between Metal Master Shop and Customer (Customer shall also be referred to as Applicant and/or Purchaser). Should Metal Master Shop receive any other terms and conditions attached in any Customer document, such as a Purchase Order or Invoice it is expressly understood that Customer’s terms and conditions are null and void.


  1. Applicant agrees that Metal Master Shop will not be bound to any terms or conditions of any document that is part of Applicant’s purchase order or subcontract. The Applicant agrees that any employee of Applicant signing any delivery document provided by Metal Master Shop shall be deemed fully authorized to sign on behalf of the Applicant.  All payments on Applicant’s account may be applied against open charges or otherwise set-off against Customer in the discretion of Metal Master Shop. Sales of all special order goods, non-stock materials, special color materials or merchandise are final.  Company may authorize the return of stock goods in its sole discretion, subject to a restocking charge.


  1. The Applicant agrees to keep all financial information provided to Metal Master Shop current and to immediately notify Metal Master Shop via certified US mail, return receipt requested, of all changes within twenty (20) days of such changes. Metal Master Shop reserves the right at any time to change the amount of or withdraw any credit extended under any terms to Applicant. Credit privileges may be revoked for failure to pay balance due when required, and may also be revoked for charges in excess of credit limit. Charges in excess of credit limit shall not change these terms and conditions.  If the financial responsibility of Applicant becomes impaired or is deemed unsatisfactory by Metal Master Shop for any reason, or if Applicant is in default hereunder, Applicant shall provide satisfactory security or advance cash payment on delivery, and delivery may be withheld until such security or payment is received.   In the event of Applicant’s bankruptcy, insolvency, or assignment for the benefit of creditors, or Applicant’s default in payment of any indebtedness to Metal Master Shop, all of Applicant’s outstanding indebtedness to Metal Master Shop shall become immediately due and payable.


  1. The Applicant acknowledges and agrees that Metal Master Shop may utilize outside credit reporting services to obtain information on the undersigned. The undersigned also authorizes Metal Master Shop to furnish information about the Applicant’s account to credit reporting agencies and other persons who may lawfully receive information.  The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, religion, color, national origin, sex, marital status, age, (provided that the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act.  The federal agency that administers compliance with this law concerning this credit is the Federal Trade Commission.  If your application for business credit is denied or there is a denial of a request for an increase in business credit, you have the right to a written statement of the specific reasons for the denial.  To obtain the statement, please contact Metal Master Shop within 60 days from the date you are notified of our denial.  We will send you a written statement of reasons for the denial within 30 days of receiving your request.



  1. Purchase Orders and Approved Estimates. From time to time, Creditor may enter into purchase orders or approved estimates (“Transactions”) with Applicant for the sale of Creditor’s goods and supplies (“Supplies”). To facilitate the process of paying for such Supplies, Creditor may agree to extend credit to Applicant for such amounts and on such terms as it deems appropriate in Creditor’s sole and unreviewable discretion.



  1. Non-Stock Materials and Special Colors. For all non-stock or special color materials a non-refundable deposit may be required. Deposits shall be due immediately upon any Transaction.



  1. Payment Terms: Purchaser shall pay all purchaser orders, approved estimates, invoices and billing statements promptly when due according to the terms and conditions of all invoices within forty five (45) days from the date of any Transaction. Fax or photocopies may be deemed to be the equivalent of originals, including signatures. In the event an invoice is not paid in full on or before the due date, Purchaser agrees to pay on all delinquent invoices interest at the rate set forth in the various invoices or the greatest percentage allowable under applicable law, whichever is less, together with court costs, fees to file liens or secure bonds, and reasonable and necessary attorney’s fees, costs and expenses and/or costs of collection which Creditor may incur in enforcing the terms and conditions of this agreement all without relief from valuation and appraisement laws. Purchaser represents that all goods purchased from Creditor are for business or commercial purposes and are not intended for personal, family, or household uses.


  1. Shipment and Delivery. Products are shipped free carrier or F.O.B. (as defined in U.C.C. Section 2-319). Title to Products and risk of loss in the Products shall pass to Applicant upon delivery to the carrier. Applicant will pay all charges relating to shipment, including, without limitation, transportation charges and insurance premiums.


  1. Products delivered to Applicant will be deemed finally inspected and irrevocably accepted by Applicant upon delivery to the destination specified in the Applicant’s Order.


  1. Returns/Cancellations. No Products may be returned or credited nor may orders be cancelled or countermanded without Metal Master Shop’s written consent.


  1. Claims, Damages, Warranties and Guarantees. Metal Master Shop specifically disclaims and is not bound by any and all warranties, express, implied or statutory, of any kind whatsoever, and any and all such warranties, including warranties of merchantability and fitness for particular purpose are expressly excluded hereby. No person is authorized to make any warranty or representation on behalf of Metal Master Shop concerning the performance of the products and/or materials sold hereunder. Claims against Metal Master Shop of all kinds, including but not limited to those of defects, shortages and allowances, must be made promptly and in no event later than ten days from receipt of product and/or materials.  Metal Master Shop shall not be responsible for errors in “taking off” lists of product, materials, or for any defects caused by misuse, abuse, improper installation or application, repair, alteration, accident negligence in use, storage, transportation or handling of a product or materials after risk of loss has passed to Purchaser.   Metal Master Shop’s liability for materials or product found to be defective is limited to such defects as develop or appear immediately upon delivery or installation in which event the material or product must be returned to Metal Master Shop and Metal Master Shop’s liability shall be limited, at its option, to replacement of defective material or product or otherwise giving credit for the amount of the purchase price.


  1. General Conditions. No statements, representations or agreements of any kind are binding or chargeable to Metal Master Shop unless made in writing by a principal/owner of Metal Master Shop. It is understood that Metal Master Shop is not liable for any delays or damages due to governmental restrictions, rulings for priorities, or any other lawful restrictions now or hereafter imposed, or due to fires, strikes, lockouts, differences with workmen, accidents, war, delays or defaults by carriers, or due to any causes or contingencies beyond Metal Master Shop’s control without any limitation whatsoever.


  1. Price Escalations. The material costs component of this agreement has been calculated based on current market prices for roofing materials. However, these prices are volatile, and sudden price increases or lack of available inventory may occur during performance of this agreement. Should after execution of this agreement an increase in the costs of materials and/or a lack of available materials occur, Purchaser hereby agrees that Metal Master Shop shall be entitled to an equitable adjustment to the Transaction price.


  1. Oil Canning. Purchaser agrees and acknowledges that oil canning is a common and unavoidable phenomenon in metal roofing products and panels. Purchaser understands and acknowledges that oil canning is an inherent property of metal panels and products and is not cause for rejection of materials. Metal Master Shop shall not be liable or responsible in any way to replace any material purchased hereunder which exhibits oil caning of any magnitude.


  1. Default: The occurrence of any of the following events shall constitute a default under this Agreement: (a) Purchaser fails to fulfill any obligation of this Agreement, to make timely payment as required or to perform, or rectify the breach of, any representation, warranty, agreement, or other undertaking by Purchaser; (b) Purchaser or any guarantor of Purchaser’s indebtedness under this Agreement, dies, terminates existence, abandons its business, becomes insolvent, bankrupt, becomes the subject of bankruptcy, receivership, insolvency, or similar proceedings, or makes an assignment for the benefit of creditors; (c) Any information or other representation now or hereafter made or furnished to Creditor by Purchaser’s request or instruction is, or is believed in good faith by Creditor to be inaccurate, incomplete, or false in any material respect; (d) Purchaser violates or breaches any provision of this Agreement; (e) Any other event which causes Creditor, in good faith, to deem itself insecure or to believe that the prospect of performance of any provision of the Agreement by Purchaser is impaired. If Purchaser should fail to fulfill any of its obligation under this Agreement, or if Creditor, in good faith deems itself insecure because the prospect of payment is impaired, or the prospect of performance of any provision of the Agreement is impaired, or if a default occurs for any other reason provided in this Agreement then Creditor, at its option and without notice, may declare the entire unpaid balance owed by Purchaser to be immediately due and payable, or terminate the credit privileges of Purchaser under this Agreement, including refusing to sell further materials to Purchaser unless the unpaid balance is paid in full or both. The extension of credit hereunder, the amount of Credit, and the cancellation or reduction of credit shall be within the sole discretion of the Creditor


  1. No Limit on Purchaser’s Liability: Purchaser further agrees that the amount of credit desired and approved is not a limitation of liability as against Purchaser, and the undersigned expressly agrees that it will be responsible for valid charges in excess of the line of credit either desired or approved. The extension of credit hereunder, the amount of credit and the cancellation or reduction of credit shall be within the sole discretion of Creditor.


  1. Authorization for Credit Review: Purchaser and all Guarantors (if any) authorize Creditor to investigate and obtain Purchaser’s and all Guarantors’ credit standing, financial circumstances and responsibility and authority, as it deems necessary, to assist it in its consideration of the Credit Application and for periodic review for the purpose of maintaining the credit relationship and instructs all persons and entities, such as trade references, banks, or other financial institutions, having information concerning Purchaser’s and Guarantors’ credit standing, financial circumstances and responsibility to supply and/or release such information to Creditor, its agents, attorneys or employees. The undersigned individual who is either a principal of the Purchaser or a sole proprietorship of the Purchaser, recognizing that his or her individual credit history may be a factor in the evaluation of the credit history of the Purchaser, hereby consents to and authorizes the use of a consumer credit report on the undersigned by the above named Creditor, from time to time as may be needed, in the credit evaluation process.


  1. Accuracy of Information: Purchaser certifies that any and all information now or hereafter supplied to Creditor by Purchaser, or at Purchaser’s request or instruction, is both accurate and complete, and Purchaser will, upon request, establish the accuracy and completeness of any such information. Purchaser shall promptly notify Creditor, in writing, of any change in such information supplied, and of any change in Purchaser’s residence, primary place of business or mailing address. Purchaser shall promptly notify Creditor by certified mail if he/she should incorporate Purchaser’s business at any time subsequent to the date of this application.


  1. Provision of Information: Purchaser is required to provide Creditor, upon request, information regarding bonding companies, general contractors, or owners, for the purpose of serving preliminary notices, claims on payment bonds, or construction liens pursuant to Chapter 713, Florida Statutes.


  1. Waiver: Creditor may, at its option, permit Purchaser to remedy any default under this Agreement without waiving the default so remedied or any other subsequent or prior default by Purchaser. Purchaser waives notice of default of this Agreement and waives presentment, demand, protest, and notice of dishonor as to this Agreement or any other instrument. No waiver shall be binding on Creditor, unless specifically agreed to in writing by an authorized representative of Creditor.


  1. Modifications: This Agreement may not be modified, altered or changed except upon express written consent of an authorized representative of Creditor, wherein specific reference is made to this Agreement and specific reference is made to the agreed upon changes. No oral modifications or changes will be considered binding or incorporated into this Agreement.


  1. Governing Law, Venue, and Jurisdiction:

Purchaser understands that this Agreement shall be governed and enforced in accordance with the laws of the State of Florida. Purchaser further waives any and all privileges and rights which Purchaser may have under Chapter 47, Florida Statutes relating to venue, as they now exist or may hereafter be amended and waive the right to trial by jury, and further, Purchaser agrees that any legal action brought for collection of past-due accounts and/or action arising from this Agreement, may be brought in the court of competent jurisdiction in [Miami-Dade] County, Florida.


  1. Change of Ownership: Purchaser and all signers hereof, including guarantors, understand that Creditor may extend credit under this application and agreement in reliance upon representations herein regarding the ownership structure of the Purchaser. Any change of ownership structure of the enterprise identified herein as “Purchaser” shall not relieve any person or entity lawfully answerable for the debts of the Purchaser, including the guarantors, of any obligation to Creditor hereunder or arising here from, unless and until Creditor receives written notice of such change by certified mail, return receipt requested, at Creditors principal business address. Payment of any invoice by check or other means which identifies a drawer other than Purchaser shall not be sufficient to provide the notice required under this provision. The continuing liability of the Purchaser and other signers described herein shall be in addition to, and not in lieu of, any rights arising against any other person or entity because of the change in ownership or ownership structure.


  1. Conflicts: The Purchaser understands that all merchandise purchases from Creditor are subject to all terms and conditions contained in this Agreement and all other terms and conditions contained on any of Creditor’s invoices. In the event of a conflict between any provision of the Agreement and the invoice, the invoice shall control.


  1. Attorneys’ Fees: Should it become necessary for Metal Master Shop to file suit or other legal proceedings to enforce the terms of this agreement or to collect unpaid balances by Customer, Customer agrees to pay all costs and expenses of collection suit or other legal action, including reasonable attorney fees, and if necessary appellate attorney fees, together with court costs, fees to file liens or secure bonds, and expenses and/or costs of collection which Metal Master Shop may incur in enforcing the terms and conditions of this agreement.


  1. Corporate Authority and Liability: Customer warrants and represents that it has authority to enter into this Agreement and that any person signing this Agreement has been duly authorized to execute this Agreement for and on behalf of Purchaser. If Purchaser is not yet a legally organized corporation, or limited liability company, Purchaser acknowledges that Creditor is relying upon the creditworthiness and financial ability of the owner or owners of the Purchaser to discharge any and all obligations of Purchaser to Creditor. If Purchaser, subsequent to this Application, incorporates its business, or contributes it to any other limited liability entity, the owner or owners and the entity shall be jointly and severally liable to Creditor for any and all indebtedness to Creditor, whether existing prior to formation or subsequently incurred. Nothing contained herein shall vitiate the Guaranty.