Multi-Housing Depot Terms & Conditions
Appliances, Kitchen & Bath

1. Proposal.
a. This Proposal is valid for a period of thirty (30) days from the date of the Proposal. After thirty (30) days, the proposal shall be deemed null and void. Nothing contained herein shall constitute a promise or agreement by Multi-Housing Depot (“MHD”) to keep the Proposal open for a period beyond thirty days. MHD reserves the right to withdraw its Proposal at any time prior to acceptance.
b. The technical and pricing information in this Proposal are confidential and the proprietary property of MHD and is not to be disclosed or made available to third parties without the prior written consent of MHD.
c. Upon Customer’s signing of the Proposal, the Proposal and these Terms and Conditions (collectively “Agreement”) shall constitute the entire understanding of MHD and Customer related to the subject matter hereof and may be amended or modified only by written agreement of MHD and Customer.
d. MHD shall be entitled to an adjustment of the proposal price (if the scope of services identified in the Proposal includes installation) due to delays caused by the Customer, its contractors, subcontractors, agents and/or representatives, including, without limitation, Customer’s delay in approving shop drawings.
e. MHD’s proposal price of the materials to be supplied under the proposal does not include any increased tariff that may be imposed on the materials. For purposes herein, an increased tariff shall mean the difference between the new tariff amount assessed by the current White House administration after the date of the proposal.  MHD shall be entitled to an adjustment of the proposal price in an amount equivalent to the amount of any increased tariff imposed on any of the materials to be supplied under the proposal.
f. If the Customer requires MHD to furnish a bond for the Project, MHD shall be reimbursed for the cost of furnishing the bond with its first request for payment, and any change orders are to include a markup for bond fee, calculated by multiplying the bond rate (total bond cost divided by total proposal price) to the change order amount.
2. Cost Escalation. MHD shall have the right to adjust the Proposal Price every one hundred-eighty (180) days after the Proposal Date, and every (180) day period thereafter, but not to exceed 7%, unless otherwise specified in the proposal. 
3. Deposit Payment. Upon Customer’s signing of the Proposal and prior to MHD’s obligation to manufacture and furnish any of the materials or otherwise commence the services identified in the Proposal, Customer shall pay MHD a deposit in the sum of thirty percent (30%) of the total price identified in the Proposal.  Deposit funds will be applied incrementally over the duration of the project length to offset overall monthly payment request.  Retention is not applicable on deposit invoices.
4. Invoices. Unless otherwise stated in the Proposal, invoices will be submitted by MHD to the Customer at the completion of the scheduled task or delivery of the item identified in the Proposal for Supply Only Services(if the scope of services identified in the Proposal is supply of material only and does not include installation), and payment shall be due within thirty (30) calendar days of Customer’s receipt of the product. The invoice shall be deemed received by the Customer on the date the product is received. Payment of the amount due and owing shall not be subject to back charge or offset unless MHD expressly agrees to such back charge or offset in writing. MHD shall not be responsible to pay or reimburse Customer for any charges in utilizing a third-party vendor billing system for processing any applications for payment, change orders and any other project documentation.
5. Retainage. No retainage shall apply to Supply Only Services (i.e., where the services identified in the Proposal are for furnishing and delivering materials only and does not include installation). For services that include installation, which retainage is held on such services and Customer is a general contractor, Customer agrees to release and reduce retainage contemporaneously with and in proportion to the owner’s release/reduction of retainage. 
6. Credit Card Payment.  Balance-In-Full or Progress payments are subject to a 2.5% Interchange Rate, Deposit payments are subject to a 4% Interchange Rate.  MHD has the right to waive the surcharge for credit card transactions in its sole discretion.  Interchange rates are set by the credit card companies and are not negotiable.  The customer is responsible for returned payment fees if a merchant returns a transaction for any reason.
7. Interest on Overdue Payment. Payment not made within thirty days of Customer’s receipt of the invoice shall be subject to interest charges accruing at a rate of 1.5% per month on the amount overdue and unpaid until payment of the overdue amount is made in the full. Payment shall be applied to interest owed first before applying to the principal amount due. 
8. Suspension of Services for Non-Payment. MHD, without prejudice to any other rights or legal remedies, may, after providing five (5) calendar days’ written notice to Customer, suspend all operations (including, without limitation delivery of materials identified in the Proposal) until the Customer has paid in full, all amounts past-due, including accrued interest charges. If and to the extent MHD suspends operations as specified herein, MHD shall be entitled to an adjustment of the scheduled delivery dates and installation (if the scope of services identified in the Proposal includes installation) commensurate with the suspended period and adjustment of the Proposal price for reasonable costs incurred due to shut-down, delay and start-up.
9. Termination for Non-Payment. The Customer’s failure to pay the balance due and owing shall constitute a material breach of the contract. MHD, without prejudice to any other rights or legal remedies, may, after providing five (5) calendar days’ written notice to Customer, terminate the contract for cause and recover from the Customer payment for all services performed as of the date of termination (including, without limitation, costs of manufacturing the materials that have not been delivered to the Project site), less previous payments, plus any expenses directly related to the termination and expected profit and overhead for the services identified in the Proposal not performed because of the termination.
10. Security Interest in Materials Furnished. MHD retains a security interest in materials furnished pursuant to the Agreement until MHD receives payment in full for all materials and services identified in the Proposal.  
11. Recovery of Attorneys’ Fees. If MHD commences legal action to recover payment due and owing, Customer agrees to pay all reasonable attorneys’ fees, accrued interest, cost of collection and the expense incurred by MHD in the legal action if MHD prevails in the legal action.
12. Changes. The scope of services identified in the Proposal shall not be changed and MHD shall not be obligated to commence any changes in the services without written mutual agreement between MHD and the Customer.
13. Dimensions in Plans. Unless expressly stated otherwise in the Proposal, MHD is not responsible for taking field measurements and verifying the accuracy of the dimensions provided to MHD by Customer and/or dimensions identified in the design plans and specifications. MHD shall be entitled to rely on the accuracy of the dimensions provided by Customer and identified in the design plans and specifications.
14. Delivery Criteria. The frequency, method, quantity and other criteria relating to delivery of material and product is set forth in Proposal (“Delivery Criteria”). If the Customer requires MHD to deliver material or product in deviation of the Delivery Criteria set forth in the Proposal, additional charges may apply to the Customer, in the form of a change order.  Notwithstanding what is stated in the Proposal, the first delivery of product or material will be six (6) weeks from the date that the product and/or material is placed into production. MHD will not place product or material into production until all of the following occurs: Customer signs the Proposal; Customer pays the deposit required under the Proposal and these Terms and Conditions; Customer approves the shop drawings, and MHD takes the necessary field measurements. All subsequent deliveries will be based upon the schedule set forth in the Proposal or otherwise agreed upon by Customer and MHD. 
15. Delivery Dates. 
a. In the event any delivery dates are identified in the Proposal, such delivery dates are MHD’s best estimates and may be subject to change based on market conditions and Force Majeure Delays as defined in paragraph 14c. below and the actual date of the first delivery of material and product as set forth in paragraph 13. 
b. MHD shall be entitled to an adjustment of the scheduled delivery dates and installation (if the scope of services identified in the Proposal includes installation) due to delays caused by the Customer, its contractors, subcontractors, agents and/or representatives, including, without limitation, Customer’s delay in approving shop drawings.
c. If the Customer is unable to take delivery on the delivery dates and seeks to reschedule the delivery dates, the delivery dates will be rescheduled on a date that MHD is first available to delivery based on its current production schedule, and MHD shall not be responsible for accelerating the schedule or any delay to the Project because of not being able to deliver to and accommodate Customer’s requested schedule.
d. MHD shall be entitled to an adjustment of the scheduled delivery dates and installation (if the scope of services identified in the Proposal includes installation) for delays caused by acts of God, strikes, riots, floods, fires, earthquakes, adverse weather, unavailability or shortage of labor or materials, factory or labor stoppages or shutdowns, transportation or delivery delays, threats or actual acts of terrorism, civil disorder, embargoes, U.S. Custom holds, pandemics, regulations or orders of any government agency enacted after this Proposal, or any other delays caused by circumstances beyond MHD’s control (collectively “Force Majeure Delays”).
e. MHD shall be entitled to any adjustment of the scheduled delivery dates and installation where there is any requested or directed deviation in the design plans and specifications or approved shop drawings.
16. Inspection and Concealed Conditions. If and to the extent MHD conducted an inspection of the Project site, such inspection was only of those conditions that were visible and evident upon a non-intrusive walk-through inspection of accessible areas on the Project. MHD shall be entitled to an adjustment of the scheduled delivery dates and installation (if the scope of services identified in the Proposal includes installation) and adjustment of the Proposal price for any unforeseen and concealed conditions encountered on the Project. Unforeseen and concealed conditions shall mean those conditions that are not visible and evident upon a non-intrusive walk-through inspection at the Project site.
17. Substitution of Materials. MHD shall have the right to substitute product or materials at its sole discretion where the product or material is unavailable or discontinued or delivery has a longer lead time than expected because of supply chain issues, provided that the substituted product or material is of equal or higher quality and MHD provided notice thereof to Customer. 
18. Special Color Material or Prodcut. For any special color material or product, MHD cannot guarantee or warrant that all of such material or product delivered during the course of the Project will be an exact color match. The only way that MHD can assure an exact color match on the material or product that have a special color is to order the material/product in bulk at the beginning of the Project, which if Customer wishes for MHD to proceed in such manner, then Customer shall pay MHD a deposit in the sum of fifty percent (50%) of the total price identified in the Proposal, instead of thirty percent (30%) identified in paragraph 3 above.   
19. Supply Only Services. The following provisions shall apply where the services identified in the Proposal are for furnishing and delivering materials only and does not include installation:
a. Any claim for defective materials, errors, transit damages or shortages shall be presented in writing by Customer to MHD within three (3) business days from receipt of the materials by Customer. Customer’s failure to inform MHD within said 3 business day period shall be deemed an acceptance of the materials by Customer.
b. All orders must be picked up or received by Customer on the scheduled pickup or delivery date provided by MHD to Customer. MHD will charge a $20.00 per day storage fee to Customer’s account for any unit that Customer is not able or available to pick up or accept delivery within fourteen (14) days after scheduled pickup or delivery date, and the order will not be released until such storage fee is paid. 
c. Orders left at the delivery point, or not accepted for delivery, for more than 60 days after notice to Customer that the order is available, will be cancelled and Customer’s deposit will be retained as liquidated damages for cash sales. For orders purchased on credit, the Customer will be invoiced and liable for an amount equal to 50% of the total order as liquidated damages.
d. THERE IS NO CANCELLATION, RETURN OR REFUNDS ON ANY ORDERS EXCEPT APPLIANCES. Returns are permitted on appliances only that are not damaged and have not been previously installed, and a restocking and handling fee of 25% of the total order will be charged . The product, including the original carton, must be in good condition and accompanied by the sales receipt . Returns must be received by MHD within 14 days of purchase . All transportation costs for returned goods must be paid by Customer. On permitted returns, a refund check will be issued within 120 days. There are no cash refunds.
e. Upon delivery, Customer shall inspect all material prior to placing the material in storage and inform MHD of any damaged or missing material within the time required in subparagraph a. above. Customer shall store the materials in an environmentally controlled area. MHD shall not be responsible for any damage to the materials relating to or arising from the materials not being stored in an environmentally controlled area. MHD does not warrant the materials are free from defects or damage where the materials have been subject to misuse, unusual wear and tear, and/or improper maintenance or care.
20. Insurance. Upon Customer’s signing of the Proposal and for the duration of the warranty period, MHD shall maintain insurance in accordance with following limits: Commercial General Liability $1,000,000 each occurrence, $2,000,000 general aggregate, and $2,000,000 products/completed operations; Automobile Liability $1,000,000 combined single limit; Umbrella Liability $2,000,000 each occurrence and in the aggregate; Worker’s Compensation and Employer’s Liability $1,000,000 each accident, each employee, and policy limit. Upon Customer’s written request, MHD shall provide a Certificate of Insurance for the above-mentioned limits. Customer may be listed as additional insureds on the General Liability policy only. If endorsement for ongoing operations ISO Form CG2010 (4/13) or endorsement for completed operations ISO Form CG2037 (4/13) are required by Customer, such endorsement(s) will be issued in blanket form only. In no event shall limits per project, waiver of subrogation endorsements, umbrella amounts exceeding those set forth above, or primary and noncontributory endorsements apply to this Agreement. If and to the extent Customer requires MHD to secure and maintain any insurance more than the insurance identified herein, such additional insurance will be secured and maintained at the expense of Customer, and Customer hereby agrees to reimburse MHD for securing and maintaining such additional insurance. Notwithstanding anything stated to the contrary, MHD does not and will not participate in any Owner Controlled Insurance Program (OCIP) or Contractor Controlled Insurance Program (CCIP) and nothing shall be construed as MHD participating in an OCIP or CCIP.
21. Indemnity. Customer and MHD each agrees to indemnify and hold harmless the other for all losses, expenses, and liabilities resulting in damages, which include injury or death of any person, including employees of either party, any loss of or damage to property, including property of either party or the environment, to the extent that damages result from any negligent acts or omissions of the indemnifying party, its agents, representatives, employees, consultants, independent contractors or assigns. Further, in the event of joint negligence with any third party, Customer and MHD each agrees to indemnify and hold harmless the other for the proportion of the losses or damages arising from the indemnifying party’s negligent acts or omissions. 
22. Customer’s Authorized Representative. As a condition precedent to MHD commencing services identified in the Proposal, the Customer shall provide, in writing, the name(s) and contact information of Customer’s authorized representative(s) who has/have the authority to bind the Customer in all matters for the Project requiring the Customer’s approval, consent and authorization, including but not limited to, payment of invoices, changes orders, directives to proceed with extra work and payment for extra work.
23. Information by Customer. Any information or services to be provided by Customer (including but not limited to, material specifications, finishes, recent drawings and digital access to all architectural sets, manuals, guides, schedules, approved shop drawings approved material/finish submittals) shall be provided by Customer in a timely manner.   MHD shall have the right to rely on any information provided by the Customer as factual and accurate.  Any customer delay in submitting product or services to MHD required for project execution, may result in project and/or schedule delays.
24. Customer Selections. Customer shall make selections and review/approve shop drawings no later than time period identified in the schedule provided by MHD to Customer. MHD shall be entitled to an adjustment of the scheduled delivery dates and installation (if the scope of services identified in the Proposal includes installation) and adjustment of the Proposal price for any failure of Customer to make selections and/or review/approve shop drawings within the time period identified in the schedule provided by MHD to Customer.
25. Shop Drawings. MHD shall not be obligated to release shop drawings until Customer signs the Proposal and makes the scheduled payment for the shop drawings as reflected in the Proposal. Shop drawings must be approved no earlier than eight (8) weeks prior to the first delivery date to avoid any impact and adjustment of the scheduled delivery dates and installation. MHD shall not be obligated to place any material or product into production and confirm delivery dates until shop drawings are approved by Customer and Customer signs the Proposal and makes the scheduled payment for the shop drawings as reflected in the Proposal. Customer shall be entitled to one (1) set of shop drawing revisions during the review process. Additional revisions will be billed as an additional charge to Customer at a rate of $100 per hour.  MHD shall be entitled to an adjustment of the scheduled delivery dates and installation (if the scope of services identified in the Proposal includes installation) if Customer does not make timely payment for the shop drawings. Payment for the shop drawings is non-refundable if Customer cancels or terminates the Agreement or decides not to enter into an Agreement with MHD for the services identified in the Proposal. 
26. Work Product. Designs, processes, drawings, specifications, reports, photographs, data and other technical or proprietary information relating to the Proposal shall remain the property of MHD, and Customer agrees that it will not use any of such items or information therein for the production or procurement from any other source of articles furnished in connection with this order, nor reproduce or otherwise appropriate the same without the prior written authorization of MHD.
27. Project Site Access. Customer shall provide MHD with free and uninhibited access to the Project site to perform the services described in the Proposal.  Site access shall be granted to an MHD representative, prior to first delivery to verify delivery conditions are in accordance with proposal provided.  Any shipment refused by Customer at the site, will be subject to a $750.00 refused delivery fee. 
28. Elevator Use. If the services described in the Proposal is in a multi-story building where the use of an elevator is instrumental in the performance of the services described in the Proposal, MHD shall be entitled to an adjustment of the scheduled delivery dates and installation (if the scope of services identified in the Proposal includes installation) and adjustment of the Proposal price for any period of time where the elevator is inoperable on days where MHD is scheduled to work at the Project site.
29. Crated Drop. If the services are Supply Only Services (i.e. services identified in the Proposal is supply of material only and does not include installation), delivery of the materials shall be a “crated drop” at curbside. 
30. Crated Inside. If the services identified in the Proposal is supply of material and installation, MHD will mobilize the crates to the units on the 1st and 2nd floors only. For units on 3rd floor and higher, a lull or similar piece of equipment will be required to mobilize the crates to these units; MHD’s Proposal price does not include mobilizing the crates to the units on the 3rd floor and higher, unless noted otherwise, and thus MHD’s price will be adjusted to obtain suitable rental equipment.  Rental equipment provided by customer for MHD’s use must list MHD as an additional insured on rental agreement.  All labor charges associated with use of any equipment will accrue an operator fee of $75/man hour.
31. Punch List. Upon MHD’s receipt of payment in full for the services identified in the Proposal less retainage as identified in the schedule of values, the Customer’s representative agrees to meet with MHD at the Project site to conduct a walk-through inspection of MHD’s work and final photographs of reviewed spaces will be obtained at time of walk.  A per unit written punch list of items requiring attention, repair or completion shall be prepared by MHD and signed by both parties, to the extent of item corrections MHD is directly responsible for the amendment of.  MHD will complete the punch list items promptly as reasonably possible, subject to availability of materials and labor, and the Customer agrees to sign-off on each punch list item upon its completion. Upon completion of the punch list, MHD will submit a final invoice and payment shall be due as specified in paragraph 6 herein. Any items reported for amendment after signed punch list agreement, will be subject to additional charge by customer.
32. Warranty. MHD provides no warranties or guarantees on the material or performance of services other than those expressly made in the limited warranty referenced and attached to the Proposal. ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES, EXCEPT THOSE EXPRESSLY SET FORTH IN THE LIMITED WARRANTY REFERENCED AND ATTACHED TO THE PROPOSAL,  ARE HEREBY EXCLUDED AND WAIVED.  No affirmation of fact or promise made by MHD, its agents or employees shall constitute a warranty. MHD’s obligation with respect to the materials delivered and/or installed herein shall be limited to furnishing repair or replacement of the materials for factory defective materials at MHD’s sole option or reinstallation, if applicable. Under no circumstances shall any back charges be rendered by Customer without MHD’s prior written consent. MHD’s warranty shall commence and be in effect as of the date of delivery for any such materials delivered where MHD does not have the responsibility to install and for those materials that are installed by MHD, the date of installation. MHD is not responsible for missing or damaged product or material after (i) acceptance of delivery for product/material only jobs or (ii) installation for installed jobs. For any material or product missing or damaged after (i) acceptance of delivery for product/material only jobs or (ii) installation for installed jobs, MHD will replace such  only after a change order is signed by Customer. 
33. WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL MHD BE RESPONSIBLE OR LIABLE FOR ANY LIQUIDATED, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, COSTS OR EXPENSES WITH RESPECT TO MHD’S PERFORMANCE OF SERVICES TO BE PROVIDED UNDER THE PROPOSAL, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF DELAY TO THE PROJECT, SCHEDULE OR COMPLETION DATE, REGARDLESS OF THE REASON OR WHO IS AT FAULT FOR THE DELAY.
34. No Right to Offset Payment Owed. Customer shall not have the right to offset, whether under this Agreement or under applicable law or otherwise, any amount owed by Customer to MHD against any amount then owed or in the future to be owed by Customer to MHD and shall pay to MHD the full amount owed to MHD in accordance with the terms of this Agreement. For the avoidance of doubt, Customer does not waive any substantive claim (other than with respect to its right to offset as described in the preceding sentence) that it may have against MHD.
35. Termination by Either Party. Either party shall have the right to terminate the Agreement for cause due to other party’s material breach of the Agreement or the other party’s insolvency or filing of a petition of bankruptcy or commencement of receivership proceeding against the other party. Neither party shall have the right to terminate the Agreement without cause unless both parties agree to such termination in writing. If the Agreement is terminated prior to MHD fully performing all services under the Proposal, Customer shall return all shop drawings to MHD, and Customer shall not be entitled to use the shop drawings without MHD’s written consent. 
36. Governing Law and Venue. The Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Jersey. Each party agrees (i) that the exclusive jurisdiction for the resolution of any dispute, proceeding, or legal action (jointly “Proceeding”) related to this Agreement or the transactions contemplated hereunder shall reside in the state or federal courts located in New Jersey and (ii) not to assert any claim that it is not subject personally to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement may not be enforced in or by such court.
37. Severability. These terms and conditions shall be severable and the invalidity or unenforceability of any of them under any circumstances shall not affect those terms and conditions which are not held to be invalid or unenforceable.
38. Assignment. Customer may not assign this Agreement without the prior written consent of MHD.
39. Survival. Any obligations which by their nature would survive termination of this Agreement, including but not limited to the obligations set forth in paragraphs 1.b., 7, 9, 10, 11, 20, 21, 25, 26, 32, 33, 34 and 35 shall survive such termination.
40. Order of Preference. In the event of any inconsistencies or conflict between these Standard Terms and Conditions and the terms and conditions in any subsequent contract entered into between MHD and Customer, these Standard Terms and Conditions shall control and govern.
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