Terms and Conditions

 

  1. WORK.The term “Work” shall mean the work, labor, services, materials and all items required to be done and furnished by Contractor under this Agreement. Contractor agrees to complete the Work and will furnish all management, supervision, labor, materials, and equipment necessary or incident thereto.
  2. PAYMENTS; LATE PAYMENT CHARGES.  Customer is invoiced at the completion of the Work if the time for completion is less than one month, but may be billed on a monthly basis if the Work extends beyond one month.  Contractor accepts payment by check or ACH.  Payment not made when due shall, in addition to all remedies available to Contractor, bear interest at the rate of one and one-half percent (1.5%) per month or, if less, the maximum rate permitted by law, for the number of days such payment is delinquent.  All payments will be due and payable within 7 days after the Work covered by the payment application is performed.
  1. INSURANCE. The Customer is responsible for providing property insurance to cover the value of the Customer’s property, including any Work provided under this Agreement and in transit. All coverages shall be written by a company or companies satisfactory to Contractor and said policies shall be maintained in full force and effect at all times during the term of this Contract from the date of commencement of the Work and until the expiration of the warranty period. The Customer waives all rights against Contractor for causes of loss to the extent covered by property insurance or other insurance applicable to the Work.
  2. INFORMATION AND SERVICES REQUIRED OF THE CUSTOMER. If requested by the Contractor, the Customer shall furnish all necessary manufacturer specifications, drawings, and warranties available to Customer.
  3. WARRANTIES. Work involving the repair, servicing, or maintenance of existing equipment shall be free from faults and defects not inherent in the quality required or permitted by the Agreement for a period of 90 days after Completion. This service warranty applies only to the part(s) of the equipment repaired, serviced, or maintained. Contractor agrees to provide assistance to Customer in seeking recovery of costs from 3rd party equipment warranties; provided, however, that Customer is responsible for payment.   On equipment sold and installed by Contractor, Work will be free from faults and defects not inherent in the quality required or permitted for a period of one year after Completion.  If Contractor installs equipment provided by the customer or a 3rd party, Contractor warranties the installation, but not the equipment provided by others, for a period of one year after Completion.  Repairs or alterations made to Contractor’s Work without written consent shall render Contractor’s warranties void and of no effect.  THE PARTIES WAIVE ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  4. USE OF SITE. If applicable, the Customer shall provide a reasonable area for the Contractor to complete the Work. The Contractor shall confine its operations at the site to areas permitted by the Customer.
  5. HAZARDOUS CONDITIONS.  Contractor is not responsible for any materials, wastes, substances and chemicals deemed to be hazardous under applicable law, or the handling, storage, remediation, or disposal of which are regulated by applicable law (“Hazardous Conditions”), that were not brought onto the site by Contractor.  Upon encountering any Hazardous Conditions, Contractor will stop Work immediately in the affected area and duly notify Customer.  Customer will be solely responsible for notifying all government or quasi-government entities with jurisdiction over the Work about any Hazardous Conditions.
  6. DIFFERING CONDITIONS.  Contractor shall not be liable for any differing, latent or concealed conditions encountered in the performance of the Work.  The existence of such conditions shall constitute a change entitling Contractor to a Change Order.
  7. CHANGES. This Agreement shall be subject to change only upon mutual agreement initiated by written notice sent to Contractor. In no event shall Contractor be obligated to perform changes before Customer and Contractor sign a written Change Order authorizing such a change.  An agreed upon Change Order shall state the changes to the Agreement, the amount of any additional cost, and the additional number of days to be added to the completion date. The absence of a Change Order shall not preclude the recovery of compensation for Work performed or an extension of Contract Time based on legal or equitable remedies, including those designed to prevent unjust enrichment.
  8. TIME.  Time is of the essence.  If the Contractor is delayed at any time in progress of the Work by changes ordered in the Work, or by adverse weather, labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor’s control, the Contract Time shall be subject to equitable adjustment.
  9. COMPLETION AND FINAL PAYMENT.  “Completion” is the stage in the progress of the Work when the Work is sufficiently complete in accordance with the Agreement so the Customer can occupy or utilize the Work for its intended use.  Upon completion, the Customer shall inspect and accept the Work or identify all defects and incomplete work required before acceptance. When the parties find the Work acceptable and the Agreement fully performed, the Customer shall make final payment.  Upon final payment, Customer waives all claims against Contractor except claims otherwise expressly reserved in writing upon final payment.
  1. DELIVERY; RISK OF LOSS. Delivery of materials or equipment by Contractor to the work site shall be deemed delivery to Customer. Customers shall have risk of loss and title of such materials or equipment at all times.  Hauling away of any materials or equipment by Contractor from the work site shall not be deemed to pass title of such goods or equipment to Contractor unless otherwise expressed in writing herein.
  2. LIMITATION OF LIABILITY. WITH THE EXCEPTION OF DAMAGES COVERED BY INSURANCE PROCEEDS, THE LIABILITY OF CONTRACTOR ARISING FROM CLAIMS ARISING OUT OF OR RELATING TO THIS CONTRACT SHALL NOT EXCEED THE CONTRACT SUM.CONTRACTOR’S LIABILITY UNDER THIS AGREEMENT SHALL TERMINATE ONE (1) YEAR FROM THE EVENT GIVING RISE TO SUCH CLAIM.
  3. WAIVER OF CONSEQUENTIAL LOSSES. THE CONTRACTOR AND CUSTOMER WAIVE CONSEQUENTIAL DAMAGES FOR CLAIMS, DISPUTES OR OTHER MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS MUTUAL WAIVER IS APPLICABLE, WITHOUT LIMITATION, TO ALL CONSEQUENTIAL DAMAGES DUE TO EITHER PARTY’S TERMINATION IN ACCORDANCE WITH THIS AGREEMENT.
  4. DEFAULT AND TERMINATION BY CONTRACTOR. Contractor may, in addition to any other rights afforded under this Agreement or at law, stop the Work for Customer’s failure to pay amounts properly due under Contractor’s applications for payment. Contractor may terminate the Agreement for cause if (i) the Work has been stopped for seven (7) consecutive days or more, because of court order, any government authority having jurisdiction over the work, or orders by Customer, provided that such stoppages are not due to the acts or omissions of the Contractor; (ii) Customer’s failure to provide Contractor with any information, permits or approvals that result in work being stopped for seven (7) consecutive days or more; (iii) Customer’s failure to cure non-payment within seven (7) days from Customer’s receipt of Contractor’s notice.
  5. DEFAULT AND TERMINATION BY CUSTOMER. The Customer may terminate the Agreement if the Contractor (i) repeatedly refuses or fails to supply enough properly skilled workers or proper materials; (ii) persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or (iii) is otherwise guilty of substantial breach of a provision of the Agreement. If any of the above reasons exist, Customer after giving the Contractor seven (7) days written notice, terminate employment of the Contractor.  If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, such excess shall be paid to the Contractor.  This obligation for payment shall survive termination of the Agreement.
  6. CLAIMS AND DISPUTES.This Agreement and any dispute relating to or arising out of this Agreement, including matters of construction, validity and performance, shall be governed by the laws of the State of Georgia.Any claim by Customer arising hereunder that cannot be amicably resolved shall be tried in the State or Superior courts in Atlanta, Fulton County, Georgia, where both parties agree to submit to jurisdiction and venue.
  7. MISCELLANEOUS REQUIREMENTS AND SPECIAL PROVISIONS.(a.) Regular work hours are from 8:00 a.m. to 4:30 p.m., Monday through Friday. (b.) Materials delivered to the job site shall be coordinated with the Customer. (c.) This Agreement constitutes the entire and integrated agreement between Contractor and Customer, and supersedes all prior negotiations, representations, understandings and agreements, either written or oral.  This Agreement may be amended only in a writing signed by both Contractor and Customer.  No person acting for or on behalf of Customer shall have authority to waive or modify the requirements of this paragraph. (d.)  Neither party to the Agreement shall assign the Agreement as a whole without written consent of the other.