THIS PAYMENT RIGHTS PURCHASE AGREEMENT (the "Agreement") is entered into as of the date of acceptance by clicking "AGREE" (the "Effective Date") by and between BUILDRFI, INC., a Delaware corporation with its principal place of business at 650 NE 2nd Ave #2501, Miami, FL ("BuildrFi") and the party identified during the enrollment process ("Contractor").
1. Program Overview and Purpose
The BuildrFi Materials Financing Program enables Contractors to extend payment terms on their supplier invoices. Through this program, BuildrFi purchases the Contractor's right to pay their supplier invoices (the "Payment Rights") and makes payment to Suppliers on the Contractor's behalf. Contractor then repurchases these Payment Rights from BuildrFi according to the terms set forth in each Purchase Statement.
2. Defined Terms
"Buyback Amount" means the amount Contractor pays to BuildrFi to repurchase the Payment Rights, as specified in the Purchase Statement.
"Initial Purchase Price" means the amount BuildrFi pays to purchase the Payment Rights from Contractor, which equals the Supplier Invoice Amount less the Initial Deposit.
"Initial Deposit" means the percentage of the Supplier Invoice Amount that Contractor pays to BuildrFi at the time of the initial Payment Rights purchase, typically 5% of the Supplier Invoice Amount.
"Materials Financing Program" means the program offered by BuildrFi to eligible contractors through which BuildrFi purchases Payment Rights and makes direct payments to Suppliers on behalf of Contractors.
"Payment Rights" means the Contractor's right to pay a specific Supplier Invoice, which right is purchased by BuildrFi under this Agreement.
"Processing Fee" means a one-time fee charged by BuildrFi for each Payment Rights purchase, typically 1% of the Supplier Invoice Amount.
"Program Fee" means the fee charged by BuildrFi for the Payment Rights purchase and buyback transaction, calculated as a flat percentage of the Supplier Invoice Amount.
"Purchase Statement" means the short-form agreement between BuildrFi and a Contractor identifying the specific terms applicable to a Payment Rights purchase and buyback transaction.
"Supplier" means a vendor of construction materials, products, or services that has issued an invoice to Contractor.
"Supplier Invoice" means an invoice issued by a Supplier to Contractor for construction materials, products, or services.
"Supplier Invoice Amount" means the total amount to be paid to the Supplier as indicated on the Supplier Invoice, including any applicable taxes, delivery fees, or other charges.
"Term" means the period between BuildrFi's purchase of the Payment Rights and the date by which Contractor must complete the repurchase of such Payment Rights.
"Weekly Payment" means the equal weekly payments made by Contractor to BuildrFi during the Term to repurchase the Payment Rights. Weekly Payment Amount is calculated by dividing the Buyback Amount by the number of weeks in the Term.
3. Program Process
a) Contractor may submit requests through the BuildrFi portal for BuildrFi to purchase Payment Rights related to specific Supplier Invoices.
b) BuildrFi will review each request and determine whether to approve it in its sole discretion.
c) If approved, BuildrFi will generate a Purchase Statement setting forth the specific terms of the Payment Rights purchase and buyback transaction.
d) Upon Contractor's acceptance of the Purchase Statement and payment of the Initial Deposit plus Processing Fee, BuildrFi will purchase the Payment Rights from Contractor for the Initial Purchase Price.
e) As part of this transaction, BuildrFi will make payment directly to the Supplier for the full Supplier Invoice Amount.
f) Contractor will make Weekly Payments to BuildrFi to repurchase the Payment Rights in accordance with the Payment Schedule set forth in the Purchase Statement.
4. Fees and Payment Structure
a) For each Payment Rights transaction, the following structure applies: i) Contractor pays the Initial Deposit (typically 5% of Supplier Invoice Amount) ii) Contractor pays the Processing Fee (typically 1% of Supplier Invoice Amount) iii) BuildrFi purchases the Payment Rights for the Initial Purchase Price iv) BuildrFi pays the Supplier the full Supplier Invoice Amount v) Contractor repurchases the Payment Rights by making Weekly Payments to BuildrFi.
b) The Buyback Amount equals the Initial Purchase Price plus the Program Fee.
c) The Program Fee is a flat percentage of the Supplier Invoice Amount, with the percentage determined by the Term selected by Contractor.
d) All fees are non-refundable unless otherwise expressly stated in this Agreement.
e) In any event, BuildrFi shall never be deemed to have contracted for, charged or be entitled to receive any amount in excess of the maximum amount allowed by applicable law. If BuildrFi ever receives any amount which would exceed the maximum amount permitted by law, BuildrFi will apply such excess amount to the reduction of the outstanding balance owed by Contractor, and then will pay any remaining excess to Contractor.
5. Payments
a) Contractor shall make all payments to BuildrFi by ACH debit from Contractor's bank account or by such other method as BuildrFi may specify from time to time.
b) Contractor hereby authorizes BuildrFi to initiate ACH debits from Contractor's bank account in accordance with the Payment Schedule set forth in each Purchase Statement.
c) If any scheduled payment is not received by BuildrFi when due, Contractor shall pay a late fee equal to 5% of the missed payment amount.
d) Contractor may complete the repurchase of the Payment Rights at any time by paying the remaining balance of the Buyback Amount, without penalty.
6. Security Interest and UCC Filings
a) To secure Contractor's obligation to repurchase the Payment Rights, Contractor hereby grants to BuildrFi a security interest in: i) All Payment Rights purchased by BuildrFi under this Agreement ii) All materials, goods, or services acquired with the Supplier Invoice Amount iii) All accounts, contract rights, and receivables arising from the project for which such materials, goods, or services were acquired iv) All proceeds of the foregoing
b) Contractor authorizes BuildrFi to file UCC-1 financing statements and any amendments or continuations describing the collateral in any UCC filing office BuildrFi deems appropriate, without requiring Contractor's signature.
c) Contractor agrees to cooperate with BuildrFi in perfecting BuildrFi's security interest, including by executing any additional documents reasonably requested by BuildrFi.
d) Upon full repurchase of the Payment Rights by Contractor, BuildrFi will release its security interest and, if requested by Contractor, file a UCC-3 termination statement.
e) If Contractor defaults on its obligation to repurchase the Payment Rights, BuildrFi may exercise all rights of a secured party under the Uniform Commercial Code.
7. Contractor Representations and Warranties
Contractor represents and warrants that:
a) Contractor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.
b) Contractor has all necessary power and authority to enter into this Agreement and to perform its obligations hereunder.
c) All information provided to BuildrFi by Contractor is true, accurate, and complete in all material respects.
d) All Supplier Invoices submitted under this program are for legitimate business purposes and not for personal, family, or household purposes.
e) Contractor has the right to assign the Payment Rights to BuildrFi free and clear of any liens or encumbrances.
f) The Supplier Invoices are valid and represent bona fide obligations of Contractor to the Supplier.
g) Contractor is not insolvent and is able to pay its debts as they become due.
8. Term and Termination
a) This Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with this Agreement.
b) Either party may terminate this Agreement upon thirty (30) days' written notice to the other party.
c) Termination of this Agreement shall not affect any Purchase Statements in effect at the time of termination, which shall continue to be governed by this Agreement until all obligations thereunder have been fulfilled.
9. Default
a) Each of the following shall constitute an event of default by Contractor: i) Failure to make any payment when due ii) Breach of any representation, warranty, or covenant in this Agreement iii) Insolvency, bankruptcy, or similar proceeding iv) Any material adverse change in Contractor's financial condition
b) Upon an event of default, BuildrFi may: i) Accelerate all amounts due under any Purchase Statement ii) Suspend or terminate Contractor's participation in the Materials Financing Program iii) Exercise any other rights or remedies available at law or in equity
10. Limitation of Liability
IN NO EVENT SHALL BUILDRFI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. BUILDRFI'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CONTRACTOR TO BUILDRFI UNDER THIS AGREEMENT.
11. Miscellaneous
a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.
b) Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Delaware, and each party consents to the jurisdiction of such courts.
c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings.
d) This Agreement may not be amended except in writing signed by both parties or as otherwise provided herein.
e) Contractor may not assign this Agreement without BuildrFi's prior written consent. BuildrFi may assign this Agreement without Contractor's consent.
f) If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
g) The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
h) Notices under this Agreement shall be sent by email to the address provided by each party during the enrollment process.
i) Section headings are for convenience only and shall not affect the interpretation of this Agreement.
j) This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
BY CLICKING "AGREE," CONTRACTOR ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.
