Terms and Conditions

1. The Terms and Conditions stated herein shall be fully incorporated into the Proposal submitted by the Contractor and shall form an integral part of the Agreement between the parties once the Proposal has been accepted by the Owner, who may be defined as the owner, general contractor, contractor, manager or agent. Any handwritten terms or conditions made by any person, including the Owner or the person signing on behalf of the Owner, shall not become a part of the Agreement unless approved and countersigned in writing by the Contractor. This document constitutes the entire integrated agreement between the parties and supersedes all prior negotiations, representations, advertisements, or agreements, whether written or oral. The Agreement and these Terms and Conditions are the only documents that describe the Work and establish the rights and liabilities of the parties herein. The Agreement and these Terms and Conditions cannot be amended except by agreement in writing signed by the party against whom the enforcement of the amendment is sought.

The following Terms and Conditions are incorporated into and made a part of the Proposal from the Contractor and, once the Proposal is accepted by You, as owner, general contractor, contractor, manager, or agent (collectively, the “Owner”), the Agreement between the parties (the “Agreement”) to perform the work (“Work”) described therein. No hand-written terms or conditions made to or inserted in the Agreement by any person, including the Owner or the person signing the Agreement on behalf of the Owner, are or become a part of the Agreement unless approved and countersigned in writing by the Contractor. The Agreement and these Terms and Conditions represent the entire and integrated agreement between the parties hereto and supersede all prior negotiations, representations, advertisements, or agreements, either written or oral. The Agreement and these Terms and Conditions are the only documents describing the Work and establishing the rights and liabilities of the parties and no other document or understanding or course of dealing applies to the interpretation of the Agreement. The Agreement and these Terms and Conditions represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. The Agreement and these Terms and Conditions cannot be amended except by agreement in writing signed by the party against whom enforcement of the amendment is sought.

2. The Owner warrants that it is either the property owner or the duly authorized property manager, and is authorized to enter into the Agreement herein. The Contractor warrants that all Work will be performed in a workmanlike manner, with all materials and equipment being new and of good quality, free from faults and defects, and complying with the Agreement. Additionally, all Work shall be warranted for a period of six months from the substantial completion date. If any Work is found to be defective during this time period, the Contractor shall remedy the issue promptly, subject to a written notice from the Owner. The Contractor’s warranty excludes defects resulting from abuse or failure to maintain the Work. The Agreement contains the final agreement between the parties, together with these Terms and Conditions, and may not be contradicted by evidence of any prior oral agreements between the parties. Unless expressly stated in the Agreement, no other document or understanding applies to the interpretation of the Agreement.

3. The Contractor reserves the right to use materials of equal or similar quality to those specified. Any deviations from the plans or specifications required by any public office or official shall result in additional costs for the Owner. In the event of hidden or unknown defects or conditions that increase the cost of completing the Work, a price adjustment shall be made to reimburse the Contractor for any additional costs. Any other change from the Work description shall be performed only upon a written change order signed by both parties.

4. The Owner shall pay the Contractor monthly for all Work performed and materials delivered within ten days of receipt of the Contractor’s invoice. Final payment shall be due upon the issuance of the Certificate of Completion by the Contractor. Failure to pay within the required time period shall result in additional interest charges. In the event the Contractor employs legal counsel to collect any amounts outstanding, the Contractor shall be reimbursed for such expenses by the Owner.

5. The Owner shall not interfere with the Contractor’s control of the working forces, including subcontractors and suppliers. Any delay caused by the Owner shall result in an equitable increase in the price, which shall reimburse the Contractor for any additional costs incurred. In the event of delays caused by unforeseeable circumstances, the performance of the Work shall be extended for a time period equal to the delay.

6. The Agreement shall be governed by the laws of the state in which the property is located, without regard to conflict of laws principles. Any disputes related to the Work or the terms of the Agreement shall be brought before the courts of the same county as the property and project. The Contractor shall be entitled to recover from the Owner all associated litigation costs and attorney fees.

7. The Owner waives any claims for incidental, consequential, economic, exemplary, indirect, and punitive damages, and lost profits resulting from any cause whatsoever.

8. This Agreement excludes any claims arising from mold problems due to water intrusion within a roofing system, and the Owner releases the Contractor from any liability related to such issues. The Contractor cannot be held responsible for price increases beyond its control, and the Owner agrees to provide a safe and suitable work and staging area to facilitate maximum production to the project. The Owner shall carry and maintain necessary insurance, and the Contractor shall not be liable for damage caused to any property of the Owner located within six inches under the roof deck. The Contractor is not responsible for repairing roof penetrations caused by someone other than the Contractor, and the Contractor is not liable for repairing or replacing any existing roof penetrations unless specified in the Agreement.

9. In the event of an emergency affecting the safety of people or property, the Contractor shall act to prevent damage, with any related costs being paid by the Owner.

10. The Owner shall indemnify, defend, save and hold harmless the Contractor from any and all costs, expenses, attorney’s fees, claims, suits, causes of action, damages, losses or liability resulting from the Owner’s act or omission. The Contractor is not responsible for any hazardous conditions, and the Owner shall indemnify the Contractor from all claims, losses, damages, or expenses related to any such condition. Differing Site Conditions and their impact on cost and time shall be adjusted accordingly.

11. In the event that any provision of this Agreement or its implementation is deemed invalid or unenforceable, the remaining provisions will continue to be in effect, and each provision will be regarded as valid to the maximum extent possible as per legal requirements.

Special Notes and Exclusions:

a. Owner acknowledges that water intrusion due to roof leaks can contribute to the spread of mold on surfaces within and outside the building. By accepting this proposal, the Contractor and its insurance carrier shall be held harmless by the Owner and shielded from any liability related to pre-existing or future mold problems, as well as any harm resulting from water intrusion and associated mold, fungus, mildew, or algae growth. Additionally, the Owner waives any potential direct or indirect damages, including damage to the building structure, contents, or health issues, caused by water intrusion and mold. The Owner also relinquishes all subrogation rights against the Contractor and its subcontractors emerging from such issues.

b. The Contractor cannot ensure price protection due to the volatile nature of the metal and roofing material supply market and thus is not liable for price increases beyond their control. The Contractor can only offer price based on current material pricing, and further price escalations beyond their control will be confirmed and passed on at the time of Work execution.

c. The Contractor is responsible for maintaining a clean and safe work environment and cleaning up and disposing of all construction debris after completion of Work.

d. The Contractor, unless otherwise stated in the Agreement, is responsible for providing all necessary permits and conducting all required inspections to comply with building codes.

e. The Owner must provide a suitable and secure work and staging area to ensure maximum Work production and efficiency.

f. The Owner is required to have broad-form all-risk insurance, builder's risk insurance, and other necessary insurance, including general liability coverage. The Contractor's workers must have full workman's compensation coverage. Additionally, each party to this Agreement waives any and all subrogation rights against the other.

g. The Contractor is not liable for and the Owner waives any claims against the Contractor for damage caused to any property of the Owner located within six inches under the roof deck, including cables, vents, fiber optic lines, steam lines, gas lines, conduits, electric, plumbing, and HVAC. The Owner must fully disclose and inform the Contractor of any such property, cables, lines, or equipment before the initiation of Work.

h. Unless explicitly included in the Proposal and Scope of Work, the Contractor is not responsible for replacing or repairing any pre-existing roof penetrations.

i. The Contractor is not responsible for repairing roof penetrations caused by someone other than the Contractor. If Work executed by the Contractor is damaged in any way by the Owner or any third party, the Owner must reimburse the Contractor on a time and material basis for any repairs required to fix damage resulting from the actions or omissions of the Owner or any third party.

j. Unless specified otherwise in this Agreement, the Contractor is not responsible for any Hazardous Conditions encountered at the site. If encountering any Hazardous Conditions, the Contractor should stop Work promptly and inform the Owner and the relevant government or quasi-government departments. The Contractor can resume Work in the affected area only after the Owner's qualified expert provides the Contractor with written certification that

(i) the Hazardous Conditions have been removed or rendered harmless, and

(ii) all requisite approvals have been obtained from all government and quasi-government entities having jurisdiction over the Project or site. The Contractor is entitled to adjustments in the amount due from the Owner under this Agreement and the time allocated to complete the Work if the Contractor's cost and/or time of performance is adversely affected by the presence of Hazardous Conditions. To the extent permitted by law, the Owner must indemnify, defend, and hold the Contractor and its officers, directors, employees, and agents harmless from any and all claims, losses, damages, liabilities, and expenses, including attorneys’ fees and expenses arising due to the presence, removal or remediation of Hazardous Conditions at the site.

k. Differing Site Conditions are defined as concealed or latent physical conditions or subsurface conditions existing at the site that differ from the conditions indicated in the Agreement, or are of an unusual nature, differing from the conditions typically encountered and generally recognized as inherent in the Work. If the Contractor comes across a Differing Site Condition, they are entitled to adjustments in the amount due from the Owner under this Agreement and the time allocated to complete the Work based on the Contractor's calculated cost and/or time of performance that has been adversely impacted by the presence of a Differing Site Condition.