TERMS AND CONDITIONS OF SERVICE (USA)
-
Scope of Work
Contractor shall provide labor, materials, equipment, and supervision necessary to perform the work described in the proposal (“Work”). Work is limited to the scope expressly stated. If a scope item is not expressly included or excluded in the proposal, it has not been considered as part of the contracted obligation. Any additional work constitutes a change in scope.
-
Contract Documents & Precedence
These Terms & Conditions, the proposal, and any approved change orders constitute the entire agreement.
Order of precedence: (1) Change Orders, (2) Proposal, (3) These Terms. -
Price & Payment Terms
Payment terms: Net 30 days unless otherwise stated. Late payments accrue interest at 1.5% per month or maximum allowed under Michigan law. Contractor reserves the right to suspend work upon 7 days’ written notice for non-payment. Client shall reimburse all reasonable collection costs including attorney fees.
-
Right to Stop Work
Contractor may suspend or terminate work for non-payment, unsafe conditions, or unaddressed material changes. All impacts shall be treated as a change order.
-
Changes in Work
All changes must be authorized in writing. If directed to proceed without agreed pricing, work will be performed on a time and material basis. Failure to issue a change order does not waive Contractor’s right to compensation.
-
Schedule & Delays
Schedule is contingent upon site readiness and coordination. Contractor is entitled to time extensions and compensation for delays caused by others day for day. The schedule is the last plan of record communicated in writing prior to the issuance of a purchase order or the commencement of work, which comes first. All schedule impacts shall be treated as a change order.
-
Differing Site Conditions
Contractor is not responsible for concealed or unknown conditions. Such conditions will result in equitable adjustment to price and schedule.
-
Payment Security
Contractor reserves lien rights under Michigan Construction Lien Act (MCL 570.1101 et seq.). Contractor may require additional payment security if financial risk changes.
-
Warranty
Work will be performed in a workmanlike manner. Warranty period: 1 year on workmanship only unless otherwise stated. Excludes damage caused by improper operation, others or design issues provided by others.
-
Limitation of Liability
To the fullest extent permitted under Michigan law, Contractor’s liability shall not exceed the contract value. Contractor shall not be liable for consequential, liquidated or indirect damages.
-
Indemnity
Contractor shall indemnify Client only to the extent caused by Contractor’s negligence. Indemnity obligations are limited to the extent permitted under Michigan anti-indemnity statute (MCL 691.991).
-
Insurance
Contractor will maintain standard insurance including General Liability and Workers Compensation. Additional insurance requirements must be agreed in writing.
-
Force Majeure
Contractor is not responsible for delays caused by events beyond its control including weather, pandemic, labor shortages, acts of terrorism, or supply chain disruptions.
-
Dispute Resolution
Parties shall attempt good faith negotiation first. If unresolved, disputes shall be resolved through mediation. If still unresolved, Litigation shall commence in Wayne County, Michigan.
-
Attorney Fees
Prevailing party is entitled to recover reasonable attorney fees to the extent permitted by Michigan law.
-
Termination
Either party may terminate for material breach. Contractor shall be paid for work performed, materials ordered, and reasonable demobilization costs.
-
Safety
Contractor is responsible for its means and methods. Client is responsible for overall site conditions unless otherwise agreed.
-
No Pay-if-Paid
Payment to Contractor is not contingent upon payment from any third party.
-
Governing Law
This Agreement shall be governed by the laws of the State of Michigan.
-
Acceptance
Commencement of work or acceptance of proposal constitutes acceptance of these Terms.
