TERMS AND CONDITIONS
These Terms and Conditions shall apply to the relationship of the parties hereto with “Seller” being Douglas Orr Plumbing, Inc. and you as “Customer”:
(1) AGREEMENT. These Terms and Conditions, including without limitation the documents incorporated herein by reference (“Agreement”), embodies the entire agreement of the parties and supersedes all prior negotiations, agreements and understandings relating to the subject matter hereof. Oral representations may not be relied upon. The Customer signing the Agreement represents that he/she is authorized by or is the lawful owner of the property where the work is being performed. Failure to enforce all or any of the terms or conditions of the Agreement shall not be interpreted as a waiver of their continuing effect thereof. Unless stated otherwise, all price quotes, estimates and bid are only good for 30 days from issuance.
(2) MODIFICATIONS. No terms or conditions that modify or alter the provisions to the Agreement shall be binding upon Seller, unless specifically amended or modified by a written agreement executed by all parties. Seller hereby rejects Customer’s terms and conditions including, without limitation, any that appear on Customer’s purchase orders, bid documents or invitations to bid.
(3) DELAYS AND EXCLUSIONS. Seller shall not be responsible for any damages and delays outside of its direct and immediate control. If Customer defaults on its payment obligations or otherwise is in breach of the Agreement, then Seller shall be entitled to slow or stop work without liability or penalty. Seller shall only provide the work and materials specified and Seller specifically excludes all permit fees, inspection or repair or replacement of existing work and materials which shall remain, painting, cabinetry, flooring, drywall, plaster, framing, ceilings, access panels, overtime, and weekend work, all of which shall be billed as an extra and change order to Customer.
(4) DAMAGE TO WORK AND MATERIALS FURNISHED BY SELLER. The Customer shall be fully responsible for the costs of any damage to Seller's work, materials, supplies, and equipment caused by Customer, its agents, contractors, subcontractors or third parties. Customer assumes all such risk of loss after delivery. Customer shall have full and complete property, liability and builders risk coverage.
(5) COMPLETION AND ACCEPTANCE. Customer shall immediately inspect the work, materials, supplies, and equipment delivered and installed by Seller and any aspect of the work, materials, supplies, or equipment not acceptable to Customer must be specifically noticed in writing to Seller within seven calendar days of Seller’s delivery or installation, whichever is earlier. Seller shall then be given a reasonable opportunity to address such issues. A full and complete acceptance of the work, materials, supplies, and equipment shall be presumed upon the Customer’s failure to provide such notice or payment, whichever occurs first.
(6) PAYMENT. In the event any balance due to Seller is not paid within 30 calendar days of Seller’s invoice or payment application, then the Customer shall be in default. Customer shall be responsible to pay interest at the rate of 1.5% per month (18% per annum) on any unpaid amounts. All change orders shall be paid in advance of any work or materials being furnished by Seller.
(7) WARRANTY. Seller warrants to Customer only that all work, materials, supplies, and equipment delivered and installed by it will be of standard quality, type and condition, and free from defects. Seller does not guarantee parts furnished by others or damage caused by such parts. If repairs become necessary due to defective parts supplied by others, they will be charged separately. Materials, supplies, or equipment not manufactured by Seller are warranted and guaranteed only to the extent and in the manner warranted and guaranteed to Seller by the original manufacturer of such goods. Seller hereby agrees to address any defective labor for up to 30 days and any defective materials, supplies, or equipment for up to 90 days after delivery upon receipt of proper and timely notice in writing, by certified mail, providing that the order complained of has been paid for in full. Stoppages are not included. All warranty work shall be rendered during normal business hours. EXCEPT AS specifically provided herein, there are no other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. SELLER will not be responsible for any special, incidental or consequential damages and any claim against SELLER or its agents, officers, and employees shall be limited to the replacement value of its WORK, MATERIALS, supplies and equipment and only if SAME IS found to be defective.
(8) AVAILABILITY. If materials, supplies or equipment which Seller is required to provide under transactions made pursuant to the Agreement become unavailable through causes beyond the control and without fault of Seller, then in the case of temporary unavailability, the time for delivery shall be extended for such period of time as Seller shall be delayed by such unavailability; and in the case of permanent unavailability, Seller shall be excused from the requirement of furnishing such materials, supplies or equipment. Customer agrees to pay Seller any increase in cost for the closest substitute which is then reasonably available for any materials, supplies, or equipment which have become permanently unavailable. In the case of labor or material price escalations, Customer agrees to pay Seller all such increases upon notice by Seller to Customer. Customer shall make the project site available to Seller Monday through Saturday from 6AM to 6PM. Seller shall not be responsible for any damage to grass, curbs, sidewalks, pavement, landscaping, and unmarked utilities during the course of its work. Customer shall make the project available to Seller free or any hazardous materials. Seller shall be entitled to a time and price increase for any unforeseen conditions.
(9) LIMITATION OF LIABILITY. Seller shall have no liability or responsibility for any loss, damage or delay arising out of its failure to perform hereunder due to causes beyond its direct and immediate control, including without limitation, acts of others, acts of Customer, acts of God, structural faults, strikes, war, sudden rain, wind storms, fires, floods, epidemics, quarantine restrictions, riots, vandalism, theft, or delays in transportation. Seller shall not be liable for any damages resulting from the incompatibility with the Customer’s existing conditions and Seller shall not be liable for any pre existing condition, or any damage discovered or created during any inspection conducted by Seller on Customer’s property. Customer assumes all risk of potential damage to its property. Any interruption in the agreed upon delivery of materials, supplies, or equipment which results in delay and is not the sole and direct fault of Seller, Seller’s performance shall also be extended for that length of time as may be reasonably necessary to compensate for the delay. All quoted work, materials, supplies and equipment are based solely on Customer’s requests. No representation or warranty is made by Seller that the work, materials, supplies and equipment, individually or as a system, will meet or satisfy any particular design intent or criteria, performance specification, or law, rule or regulation.
(10) RIGHTS, RESPONSIBILITIES, VENUE, AND DISCLAIMERS. All prices for transactions made pursuant to the Agreement are based upon the quantity specified. Reduction in quantity may result in an increase in unit prices. Customer acknowledges and agrees that its failure to make timely payments to Seller shall constitute a material breach of the Agreement. It is understood and agreed that Seller shall receive written notice of any breach, default or failure to perform, specifying in detail Seller’s unsatisfactory performance and providing a reasonable opportunity for Seller to cure such unsatisfactory issue before Seller shall be considered in breach or default, or be terminated for cause, and before Customer may withhold payments from Seller. In the event that Seller employs the services of an attorney to enforce this Agreement, to enforce the terms of any transactions made pursuant to the Agreement, or brought as a result of the commercial relationship between Customer and Seller, Customer agrees to pay all reasonable costs and expenses of collection, suit, or other legal action incurred by Seller, including all attorney’s and paralegal fees, incurred pre-suit, during suit, through trial, after suit, on appeal, or in any administrative proceedings. To the extent Seller agrees to release a lien or waive bond rights, said action will not constitute a waiver or release of Seller’s rights or claims in contract, tort or equity. All releases are expressly contingent upon receipt of good funds in-hand-paid to Seller. All releases shall be on a form acceptable to Seller. Jurisdiction and venue for any legal action involving the Agreement or transactions made pursuant to the Agreement shall be in Miami-Dade County, Florida. The Agreement and transactions made pursuant to the Agreement shall be governed by and construed in accordance with the laws of the State of Florida. If Customer fails to comply with these terms and conditions, then Seller reserves the right to terminate, suspend or slow its work and delivery of materials, supplies, and equipment without notice to Customer. Customer certifies it is financially solvent and it will immediately advise Seller if it becomes insolvent or unable to promptly pay its bills. Customer agrees to advise Seller in writing of any changes in ownership of any Customer entity or project upon which Seller is providing work, materials, supplies, or equipment to within 5 days of such change. The signor is the authorized agent of the Customer and does warrant and represent that he/she has the authority to order the above work and do so as outlined within this Agreement. It is agreed that Seller will retain the title to any equipment or material furnished until final & complete payment is made, and if settlement is not made as agreed, Seller shall have the right to remove the same. Seller will be held harmless for any damages resulting from the removal thereof. Nothing herein shall limit or abridge Seller’s independent lien or bond rights. The captions/headings herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of any article or paragraph herein. All reference to days shall mean calendar days unless stated otherwise.