The terms and conditions of this Agreement are as follows:
1. PARTIES AND SCOPE OF WORK
Summit Roofing Contractors, Inc. (hereinafter called "Contractor"),
shall mean the company performing the Work. "Work" means that specific
labor and materials to be provided by the Contractor as set forth on the front
of this Agreement. "Client" refers to the person(s) or business entity
ordering the work to be done by Contractor and shall be responsible for the payment
thereof. If the Client is ordering the work on behalf of another, the Client
represents and warrants that the Client is the duly authorized agent of said
party for the purpose of ordering and directing said work. Unless otherwise stated
in writing, the Client assumes sole responsibility for determining whether the
nature of the work ordered by the Client is adequate and sufficient for the Client's
intended purpose. In performing its Work, the Contractor shall be entitled to
rely on the work of third parties, the representations of Client and the public
record and shall be under no obligation to verify any of the foregoing. Contractor
will perform any type of environmental remediation under this Agreement The ordering
of additional labor and/or materials from contractor beyond the scope of the
work shall constitute acceptance of the terms of these General Conditions as
to such additional labor and/or materials.
2. RIGHT OF ENTRY
The Client shall, provide rights of entry for Contractor and/or its representatives
and necessary permissions in order for Contractor and/or its representative to
complete its services.
3. CHANGES IN WORK
3.1 Any modification to this Agreement which changes the costs, labor, materials,
work to be performed or estimated completion date, must be in writing and signed
by all parties hereto.
3.2 Unless otherwise specified in writing, the price for the Work is based on
the understanding that all structural members and other components are in fact
in sound condition. If structural members or other components are not in fact
in sound condition, or if any unsound conditions are encountered that are not
currently visible, then any labor and material necessary to correct such unsound
conditions will be a modification to this Agreement. If Client and Contractor
cannot agree to the terms of such modification, then this Agreement shall be
terminated as provided in Section 5.3 below.
3.3 Client agrees that contractor has the right to substitute materials with
equal or superior quality materials should the materials listed in the description
of the work become unavailable for any reason. Contractor has the right to make
such substitution without notice to or permission from the client.
4. SCHEDULING OF WORK
If Contractor is required to delay commencement of the Work or if, upon embarking
upon its Work, Contractor is required to stop or interrupt the progress of the
Work as a result of changes in the Work or to fulfill the requirements of third
parties or due to strikes, accidents or other interruptions in the progress of
construction, or other causes beyond the direct control of Contractor, additional
charges may be applicable and payable by the Client and the approximate completion
date of the Work shall be extended to take into account the period of delay.
Contractor shall not be liable for any delay damages. Delays caused by events
beyond the direct control of Contractor do not constitute abandonment, and are
not included in calculating time frames for payment or performance of the Work.
5. TERMINATION
5.1 If Client fails to fulfill in a timely and proper manner the obligations
under this Agreement, Contractor shall have the right to terminate this Agreement
by written notice of termination, specifying the effective date thereof, at least
two (2) business days before the effective date, in which event the Client shall
be obligated to immediately pay the Contractor compensation based on Contractor's
normal rates for any Work completed prior to the effective date of termination,
including charges for both labor performed and materials purchased by Contractor
prior to such date, in addition to Contractor's overhead and profit on the portion
of the Work which remains uncompleted as of the termination date.
5.2 In the event Client breaches this Agreement by canceling it more than three
(3) business days after the date of the Agreement, for any reason not related
to Contractor's failure to fulfill in a timely and proper manner its obligations
under this Agreement, Client shall be obligated to immediately Day the Contractor
compensation based on Contractor's normal rates for any Work completed prior
to the effective date of cancellation, including charges for both labor performed
and materials purchased by Contractor prior to such date, in addition to Contractor's
overhead and profit on the portion of the Work which remains uncompleted as of
the cancellation date.
5.3 In the event of a change in the Work occurs as provided in Sections 3.2
or 3.3 above, and the Client and Contractor are unable to reach agreement as
to modification of this Agreement within twenty-one (21) days after Contractor
gives written notice of such change in the Work to Client, this Agreement shall
be immediately terminated on the 22nd day after
such notice, and Client shall immediately pay the Contractor compensation based
on Contractor's normal rates for any Work completed prior to the effective date
of termination, including charges for both labor performed and materials purchased
by Contractor prior to such date.
6. WARRANTY
The Work will be performed in accordance with this Agreement, all applicable
building codes, these General Conditions, and generally accepted practices. Contractor
will comply with all local requirements for building permits, inspection and
zoning. Workmanship is guaranteed for one year from date of installation. The
manufacture's warranty is the only warranty on the materials or equipment described
on the other side of this contract, and there is no other warranty. CONTRACTOR
IS NOT RESPONSIBLE FOR PRE-EXISTING CONDITIONS AND MAKES NO WARRANTY WHATSOEVER
REGARDING CONDENSATION THAT MAY OCCUR WITH REPLACEMENT WINDOWS OR DOORS. THE
FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
REMEDIES, GUARANTIES AND LIABILITIES, EXPRESSED OR IMPLIED, ARISING BY LAW OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED. ALL
WARRANTIES ARE VOID IF SUMS DUE TO CONTRACTOR ARE NOT PAID IN FULL, OR IF UNAUTHORIZED
SERVICE, ALTERATIONS OR ADJUSTMENTS HAVE BEEN MADE TO ANY OF THE WORK.
7. PAYMENTS
7.1 If payments due under this Agreement are not paid in full within thirty
(30) days of the date such payments are due. Contractor reserves the right to
pursue all appropriate remedies, including stopping work on two (2) days prior
written notice.
7.2 If at any time a payment due under this Agreement remains unpaid for a period
in excess of thirty (30) days from the date of billing, interest at the rate
of one and one-half percent (1.5%)
per month (an effective maximum rate of eighteen percent (18%) per annum) will
be charged on such past due amounts from the date of billing until the past due
amount is paid in full.
7.3 Timely payment of amounts due under this Agreement is a condition of this
Agreement. Failure to make payments in full within the tune limits stated above
will be considered substantial non-compliance with the terms of this Agreement
and will be cause for termination of this Agreement by Contractor pursuant to
Section 5.1 if Contractor so chooses.
7.4 In the event a lien or suit is filed by Contractor to collect any amounts
owed under this Agreement, Client agrees to pay Contractor's reasonable attorney's
fees, plus all costs and other expenses incurred by Contractor in connection
with such lien or suit.
8. LIMITATION OF LIABILITY
8.1 CONTRACTOR SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND WHICH RESULT FROM
FIRE, FLOOD, STRIKE, THIRD PARTIES, ACTS OF GOD, ACTS OF GOVERNMENT, TERRORISM,
ACTS OF AN ALIEN ENEMY OR BY ANY OTHER CIRCUMSTANCES WHICH ARE BEYOND THE CONTROL
OF THE CONTRACTOR
8.2 CONTRACTOR'S LIABILITY FOR DAMAGES OF ANY KIND DUE TO BREACH OF WARRANTY.
CONTRACT, ERROR, OMISSION OR NEGLIGENCE OR ANY TORT SHALL BE LIMITED TO A MAXIMUM
OF THE TOTAL AMOUNT PAID TO CONTRACTOR UNDER THIS CONTRACT. UNDER NO CIRCUMSTANCES
SHALL CONTRACTOR BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.
8.3 In the event Client desires to make any claim against Contractor, Client
shall provide Contractor with written notice of the claim within seven days from
the date Client, or its agents, first discovers the claim or the same shall be
barred. Any claims against Contractor brought on this contract or in any way
arising out of this contract must be filed within one year from the time the
cause of action accrued or it shall be time barred.
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