Quotation Policy Agreement

Updated: March 12th, 2025

This policy governs all quotations, contract bids, and builds issued between you (the "Buyer") and Restaurant Supply, LLC (collectively, the "Company," “RS,” "we," "us," or "our"). It serves as an addendum to the Company's Terms of Use and Privacy Policy and applies to all transactions and communications related to quoted orders. By requesting, reviewing, or seeking to purchase under any quotation, bid, or project, the Buyer expressly agrees to be bound by the terms of this policy at all times. If the Buyer does not agree to these terms, they must refrain from further engagement and immediately discard any privileged pricing, quotations, or documentation provided by the Company.

The agreement portion of this document takes effect only upon the Buyer’s acceptance of the quotation and agreement to proceed with the purchase. At that point, this Quotation Agreement becomes binding, incorporating the terms and conditions set forth herein. By accepting the quotation, the Buyer acknowledges and agrees that they are entering into a legally binding contract with RS, obligating them to complete the purchase in full compliance with the stated terms. RS reserves the right to update, modify, or amend this Quotation Policy & Agreement at its sole discretion and without prior notice. It is the Buyer’s responsibility to review the most current version of this policy before accepting any quotation and proceeding with a purchase. The Buyer agrees that continued use of RS’s quotation services constitutes acceptance of any such updates or modifications.

Quotation Policy

1. OFFER EXPIRATION – Any quotation issued by RS is an offer to sell the specified goods or services, valid for fifteen (15) business days from issuance, after which it automatically expires. RS may modify or withdraw the quote at its discretion before the Buyer’s acceptance. Any acceptance after expiration is considered a new offer, which RS may accept or reject.
2. PRICE ADJUSTMENTS - Pricing, availability, and terms in any quotation are subject to change at any time without prior notice. While RS endeavors to maintain pricing stated on quotes, costs related to materials, labor, tariffs, and market fluctuations may necessitate adjustments. The Buyer is responsible for confirming current pricing before acceptance.
3. DELIVERY ESTIMATIONS - All lead times and delivery dates provided by RS are non-binding estimates and are subject to change without prior notice. These estimates are based on manufacturer production schedules, inventory availability, and shipping conditions at the time of quotation or order placement. RS makes no guarantees regarding delivery or production timelines and shall not be held liable for any delays resulting from supply chain disruptions, carrier delays, manufacturer backorders, or other unforeseen circumstances. The Buyer acknowledges and agrees that actual delivery dates may differ from initial estimates, and such variations do not constitute grounds for cancellation, refund, or liability on the part of RS.
4. NO INSTALLATION OR INSIDE DELIVERY - All quotations do not include installation services or inside delivery unless expressly stated within the quotation as a separately listed line item. All deliveries are made curbside via a third-party commercial carrier. The Buyer is solely responsible for arranging offloading, placement, and installation of the purchased items. If the Buyer lacks the necessary equipment to offload the shipment, such as a forklift or loading dock, a liftgate service will be required at an additional fee. Any additional services, including but not limited to inside delivery, installation, assembly, or special handling, must be arranged separately by the Buyer and will be subject to additional charges at the Buyer’s expense. RS assumes no responsibility for the installation, setup, or assembly of any delivered items.
5. ACCEPTANCE OF TERMS OF USE & PRIVACY POLICY - By requesting, receiving, or reviewing a quotation from RS, the Buyer acknowledges and agrees to be bound by RS’s Terms of Use and Privacy Policy, which govern all interactions with RS, whether online or offline. RS utilizes the same technology infrastructure for both its online and offline services, and as such, the Buyer’s data will be processed in accordance with RS’s Privacy Policy. The Buyer is responsible for reviewing these policies, as they outline important terms regarding dispute resolution, liability limitations, and data handling practices.
6. ACCEPTANCE & BINDING AGREEMENT - A quotation becomes a binding contract only upon the Buyer’s formal acceptance (in writing or electronically). Once accepted, the Buyer is obligated to complete the purchase in accordance with the stated terms subject to any changes authorized by Paragraph 2 of this Quotation Policy. The Buyer is responsible for confirming final pricing and terms before acceptance
7. CONFIDENTIALITY - All quotations, pricing, and related documentation are confidential and intended solely for the Buyer’s use. The Buyer shall not disclose, share, or distribute any pricing information or proprietary details without RS’s express written permission.

Quotation Agreement

1. ITEMS PURCHASED. RS agrees to sell, and Buyer agrees to buy equipment in accordance with these Terms and Conditions.
2. PURCHASE PRICE. The purchase price for the item(s) is clearly listed on RS's quote and/or sales offer. This price expressly excludes any taxes as detailed below or shipping charges unless clearly listed as a separate line item in the RS's quote, sales offer, or contract with Buyer. 
3. PAYMENT OF TAXES. Buyer agrees to pay all applicable taxes of every description, federal, state, county and municipal, that arise as a result of this sale, excluding income taxes. 
4. PAYMENT. Prepayment is required at the time of order. If Buyer pays via a credit card, RS may impose up to a three percent (3%) convenience processing charge on the transaction, unless the RS's quote, sales offer and/or contract with Buyer provides otherwise. 
5. WARRANTIES. Unless there is an express warranty contained in the RS's Quote, sales offer or contract with Buyer, the equipment is sold “AS IS.” Buyer acknowledges that the Buyer will be given a reasonable opportunity to inspect the equipment upon delivery. RS does not offer any express or implied warranties as to the equipment. 
6. CANCELATION - RS reserves the right to cancel the sale of a quoted order at its sole discretion, including, but not limited to, instances of pricing errors, product unavailability, or changes in regulatory requirements. The Buyer may not cancel without RS’s prior written consent. If RS grants cancellation, the Buyer may be subject to applicable cancellation fees, which will be determined on a case-by-case basis and provided in writing at RS’s discretion.
7. DELIVERY. Delivery is FOB Origin, unless otherwise provided. RS will arrange payment for shipping with the carrier. Unless RS noted otherwise in the provided quote. Charges will be prepaid and added to the invoice. Buyer accepts responsibility for filing any and all claims with carriers for loss, damage, and delay. Risk of loss is upon Buyer once RS delivers the Equipment to the carrier. Delivery times are estimates only and RS shall not be liable for delays. Loss or damage should be noted on the freight bill and/or receipt. Buyer must notify and register concealed damage with the carrier within five (5) business days of receipt of shipment. Buyer must file all freight claims immediately and must confirm the claim to the carrier by a written or electronic communication. RS is not responsible for Buyer’s failure to file a timely claim with a carrier and Buyer waives any claims against RS related to Buyer’s failure to file a timely and proper freight claim. RS shall not be responsible for damages or delays resulting from Acts of God, and from other actions, both governmental and otherwise, including but not limited to war, riot, seizure, and embargo.
8. LIMITATION OF LIABILITY. In all circumstances RS's maximum liability is limited to the purchase price of the products sold. RS shall not, under any circumstances, be liable upon a claim or action in contract, tort, indemnity or contribution, or other claims relating to the products it sells which exceeds this liability limit. In no event shall RS be liable for indirect, incidental or consequential damages or physical injury in connection with the use of products offered by RS, including but not limited to loss of profit, opportunity or any cost or expense of providing substitute equipment or service during periods of non‐use. RS shall not be liable for third party claims for damages against the Buyer, or for malfunction, personal injury, delays, interruption of service, loss of business, loss or damage to exemplary damages, whether or not RS is apprised of the possibility of such claims for damages. 
9. RETURNS. Buyer is solely responsible for shipping any returned product to RS. Buyer agrees to use only reputable carriers capable of providing proof of delivery. Buyer agrees to bear all shipping charges and all risk of loss for the return product during shipment. Buyer agrees that all returned products will be 100% complete, in re‐saleable condition, and will include the original packaging material, manuals, blank warranty cards, and other accessories provided by the manufacturer. If any component of the returned product is missing, RS's Return Procedure will be breached and RS will reject the entire return or may choose to impose additional charges against the Buyer for replacement of the missing component. RS will not refund to Buyer the original shipping charges and cannot accept collect or postage‐due returns shipments. There is a 25% restocking fee will be charged on a non‐defective returns. Custom fabricated items may not be returned.
10. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: (a) The failure to make a required payment when payment is due; (b) The insolvency or bankruptcy of either party; and (c) The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. 
11. REMEDIES ON DEFAULT. In the event that RS shall bring any action, proceeding, or suit to enforce any of its rights under this Agreement and shall be entitled to judgment, then in such action, proceeding or suit RS may recover reasonable expenses, including attorneys' fees, and the amount shall be included in such judgment. In the event that RS has incurred any expenses and attorneys' fees in the enforcement, in good faith and in just cause, of any of its rights under this Agreement without having brought any action, proceeding or suit to so enforce any such right, then RS may recover from Borrow and/or Guarantor any reasonable expenses so incurred, including attorneys' fees. BUYER EXPRESSLY WAIVES ALL RIGHTS TO A JURY TRIAL. 
12. FORCE MAJEURE. If performance of an agreement between the parties or any obligation under an agreement between the parties is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non‐performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 
13. CONFIDENTIALITY. Both parties acknowledge that during the course of this Contract, each may obtain confidential information regarding the other party's business. Both parties agree to treat all such information and these Terms and Conditions as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Contract. Upon request by an owner, all documents relating to the confidential information will be returned to such owner. 
14. ASSIGNMENT. Neither party may assign or transfer the RS's quote, sales offer, contract, etc. without prior written consent of the other party, which consent shall not be unreasonably withheld. 
15. ENTIRE CONTRACT. The applicable RS's quote, sales offer or contract and these Terms and Conditions represent the entire agreement of the parties regarding the subject matter of each individual transaction, and there are no other promises or conditions in any other agreement whether oral or written. 
16. MODIFICATION. The applicable RS's quote, sales offer or contract may only be modified or amended if the modification is made in writing and signed by both parties. RS reserves the right to modify, amend or revise these Terms and Conditions as is necessary in the ordinary course of business without prior notice to Buyer. 
17. SEVERABILITY. If any provision of the applicable RS's quote, sales offer or contract and/or these Terms and Conditions shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of the applicable RS's quote, sales offer or contract and/or these Terms and Conditions is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 
18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract. 
19. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Florida. 
20. VENUE. Buyer expressly agrees that any and all disputes shall exclusively be resolved by a court of competent jurisdiction in Pinellas County, Florida. 
21. TITLES. The titles to the Paragraphs of this Agreement are solely for the convenience of the parties and are not an aid in the interpretation of the instrument.
22. NOTICE TO OWNER. If this transaction involves or is anyway related to the improvement of real property and Buyer is not the real property owner, Buyer will provide the name and contact information for the Property Owner prior to delivery or any work being performed. RS will send a formal Notice to Owner to the Property Owner to protect RS's right.