RCW Pro - Terms and Conditions

These RCW Pro - Terms and Conditions ("Terms") apply to all commercial transactions between RC Willey ("RCW") and any business customer ("Client") who maintains an active business account with RCW, including but not limited to contractors, builders, designers, developers, hospitality professionals, and property managers.

By placing an order, accepting delivery, or otherwise engaging in a commercial transaction with RCW, Client acknowledges and agrees to be bound by these Terms. These Terms are in addition to RCW's retail Terms of Use. See here for full retail terms of use or request a copy from Client's account manager. If any conflict arises between these Terms and RCW's retail Terms of Use regarding business-to-business transactions, these Terms shall control.

1. Scope of Services

Services provided by RCW are limited to the procurement, delivery, and basic installation of home appliances and related products, as described in the applicable Scope of Work or project bid. Client acknowledges and agrees that RCW's responsibilities extend only to the services defined in this Section.

2. Quotations & Pricing

Trade or commercial pricing will be stated on official RCW bid documents and is generally valid for the period specified by the manufacturer. RCW reserves the right to adjust pricing based on supplier changes, freight fluctuations, or other market conditions.

3. Credit Terms & Payment

Standard payment terms are Net 30 days from the invoice date, unless otherwise stated in writing by RCW. Client's obligation to pay is absolute and unconditional, and not subject to setoff, deduction, or withholding.

Invoices are issued at shipment or month-end, as determined by RCW. Payment is due by the 25th day of the following month. Interest accrues automatically on overdue balances at one percent (1%) per month (twelve percent (12%) annually) from the invoice due date.

RCW may suspend delivery, refuse future shipments, or cancel open orders if any balance remains unpaid beyond the due date or if Client's creditworthiness becomes unsatisfactory. Continuation of credit terms is subject to RCW's ongoing review and may be withdrawn at any time.

Accounts requiring extended credit or higher limits may be subject to additional underwriting, including business financial statements or personal guarantees.

All transactions between RCW and Client are governed by these Terms. In the event of any late payment or default, the collection, interest, and enforcement provisions of Section 11 (Payment Default & Collections) shall apply.

4. Sales and Use Tax

If claiming tax-exempt status, Client is responsible for providing valid tax-exempt documentation applicable in Utah, Idaho, Nevada, or California. Out-of-state and online purchases are taxed in accordance with RCW's retail policy.

5. Delivery & Site Conditions

An RCW account manager coordinates delivery logistics with Client's project lead. A pre-delivery walkthrough is strongly encouraged to verify site readiness and access.

Client must ensure the delivery site is accessible, safe, and prepared to receive goods. If the site is unfinished, unsecured, or otherwise unprepared, RCW may, in its sole discretion, deliver the goods to the nearest practical location or reschedule delivery.

If delivery or tender of delivery occurs at an unfinished or unsecured site, Client agrees to:

• Accept delivery in "as-is" condition.
• Release RCW from liability for site-related damage, theft, or loss after delivery or tender of delivery.
• Assume full responsibility for securing and protecting goods upon delivery or tender of delivery.
• Report any visible or cosmetic defects within seven (7) days of delivery or as otherwise provided in Section 9 (Warranties & Claims).

Redelivery or restocking fees may apply if a scheduled delivery is refused, or the site is not prepared.

Title and risk of loss transfer to Client upon delivery or tender of delivery, whichever occurs first.

6. Storage & Staging

RCW may, at its sole discretion, accommodate project delays by storing goods until a rescheduled delivery date, provided Client gives at least seventy-two (72) hours' advance notice. Storage is a courtesy only and does not transfer or extend warranty coverage, delay payment obligations, or shift risk of loss back to RCW.

If project delays exceed thirty (30) days, RCW may reallocate or restock the goods without liability and will make reasonable efforts to provide the same or equivalent products on the revised schedule, subject to availability and current pricing.

Title and risk of loss transfer to Client upon delivery or tender of delivery, whichever occurs first. If delivery or pickup is delayed by Client, the warranty and defect reporting periods under Section 9 shall commence from the originally scheduled delivery date. Additional storage or redelivery fees may apply.

7. Installation & Labor

RCW provides basic installation services only, as defined in the Scope of Work. Basic installation includes placement of products and connection to existing, readily accessible utilities or hookups (such as standard electrical outlets, plumbing connections, or gas lines).

RCW's installation services do not include property alterations, utility modifications, new connections, code upgrades, or structural changes of any kind. Client is responsible for ensuring that all utilities, connections, and site conditions are suitable for installation prior to delivery.

Client is solely responsible for overall jobsite safety and preparation. RCW personnel will comply with on-site safety requirements applicable to their specific tasks but are not responsible for general site safety or coordination with other trades.

Labor warranties are limited to workmanship performed directly by RCW and are valid for one (1) year from the delivery date for residential projects or one (1) year from the earlier of delivery or occupancy for commercial projects, as stated in the project bid or purchase order.

8. Returns & Cancellations

RCW may, at its sole discretion, approve product returns. All returns are subject to inspection and acceptance by RCW. Used or opened products may be assessed a restocking fee of up to 25% or may be deemed non-returnable based on condition.

Deliveries refused or delayed due to unprepared sites may incur a restocking fee up to 15% of the total delivery value, at RCW's sole discretion.

Custom or special orders are non-returnable unless expressly authorized by the manufacturer. RCW may assist with return requests; however, all such approvals are governed by manufacturer policies and subject to RCW's discretion.

9. Warranties & Claims

Manufacturer warranties are passed through to the Client. RCW makes no independent product warranties, express or implied. RCW may, in its sole discretion, assist Client in coordinating manufacturer warranty claims; however, RCW assumes no responsibility for manufacturer decisions, delays, or coverage determinations.

RCW's service warranty applies only to installation or labor performed directly by RCW or its subcontractors and remains in effect for one (1) year from the date of delivery or installation, whichever occurs first. RCW's sole obligation under this service warranty is, at its option, to repair or replace defective workmanship.

Cosmetic defects must be reported within 7 days of delivery. All other defects or service issues are subject to applicable manufacturer warranties or RCW's one-year service warranty.

Except as expressly provided herein, RCW disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, or noninfringement.

10. Indemnification

Client shall indemnify, defend, and hold harmless RCW, its affiliates, officers, employees, agents, and subcontractors from and against all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of these Terms; (b) Client's negligence, misuse of products, or failure to maintain safe site conditions; or (c) claims by third parties for personal injury, property damage, or economic loss arising from Client's operations or use of RCW-supplied goods or services.

This indemnity applies regardless of whether such claims are caused in part by RCW, except to the extent caused by RCW's gross negligence or willful misconduct.

11. Payment Default & Collections

Client's payment obligations are unconditional and not subject to offset or delay. An account is in default if any portion remains unpaid thirty (30) days past the invoice due date. RCW may suspend performance, withhold further deliveries, or cancel outstanding orders upon default.

After ninety (90) days, the account may be referred to collections and shall accrue interest retroactively from the original due date. RCW may initiate legal or collection proceedings after one hundred twenty (120) days.

12. Lien Rights

RCW retains all lien and similar rights available under applicable law to secure payment for goods and services furnished under these Terms.

13. Insurance

RCW maintains liability and property insurance appropriate to its operations. Client must maintain adequate jobsite insurance, including commercial general liability coverage, property insurance for all materials and equipment located on site, and any other coverage required by applicable law or contract. RCW's insurance does not extend to or cover Client's property, worksite conditions, or third-party risks.

14. Force Majeure

RCW is not liable for any delay, failure of performance, or inability to fulfill its obligations arising from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, severe weather, war, terrorism, labor disputes, transportation or supply chain disruptions, equipment or utility failure, pandemics or public health emergencies, or governmental actions or restrictions.

In any such event, RCW's performance obligations shall be suspended for the duration of the delay, and the delivery or completion schedule shall be extended for a reasonable period thereafter. RCW may, at its sole discretion, cancel any affected order without liability.

These circumstances do not relieve Client of its obligation to make timely payment for goods or services already delivered or tendered.

15. Dispute Resolution

These Terms are governed by and construed under the laws of the State of Utah, without regard to conflict-of-laws principles.

Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or any transaction between RCW and Client shall be resolved by binding arbitration administered in accordance with RCW's retail arbitration procedures.

Arbitration is the exclusive means of resolving disputes between the parties, and each party irrevocably waives any right to a jury trial or to participate in a class action. Notwithstanding the foregoing, RCW may pursue court action to collect delinquent accounts, enforce lien rights, or seek temporary or injunctive relief in any court of competent jurisdiction. Client consents to the jurisdiction and venue of state and federal courts located in Salt Lake County, Utah for such actions.

16. Miscellaneous

All project scope or bid changes must be submitted in writing through the designated RCW account manager and are effective only upon written approval by RCW. Verbal changes, field directions, or informal communications are not binding.

RCW is not responsible for coordinating the work of other trades, verifying field measurements, or ensuring overall property or project code compliance. RCW's responsibilities are limited solely to the goods and services described in its written bid, proposal, or work order.

RCW may arrange for licensed and insured subcontractors to perform specialized services (including electrical, plumbing, or carpentry) as required for fulfillment of the order. Such subcontractors perform their work independently and are not employees or agents of RCW. RCW's role is limited to coordinating scheduling and payment; RCW does not supervise or direct the subcontractor's work and is not responsible for their methods or performance except as required by law.

Client may not assign or transfer any rights or obligations under these Terms without RCW's prior written consent. RCW may assign these Terms or delegate performance to affiliates or subcontractors without notice.

No waiver, modification, or amendment of these Terms is effective unless in writing and signed by RCW. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions remain in full force and effect.

These Terms, together with applicable bids, proposals, or invoices, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, whether written or oral.