1. The Agreement. By accepting a quotation, proposal, or other offer of goods or services (“Work Order”) from Ideal Fencing Corp., LLC (the “Contractor”) or authorizing Contractor to proceed with the provision of goods or services; the authorizing entity or the party accepting the Work Order (collectively with its parents, subsidiaries, and affiliated entities, the “Client”) agrees that all work performed by the Contractor shall be governed by these terms and conditions, and the Work Order, along with these terms and conditions constitutes the terms of the agreement between the Contractor and the Client (the “Agreement”). Any conflicting terms proposed by the Client are expressly rejected unless agreed to in writing by the Contractor. The Contractor shall perform only the work described in the Work Order. The work described in the Work Order, along with any additional or changed work is hereafter referred to as the “Work.” In the event the parties have entered into a separate written agreement that specifically governs the Work, the terms of that agreement shall control. These terms and conditions shall still apply to the extent they are not inconsistent with such separately negotiated agreement. Subject to the preceding sentence, contract formation and acceptance by Contractor are expressly conditioned upon Client’s acceptance of these terms and conditions. If these terms and conditions are not acceptable, Client must notify Contractor of its objections immediately upon the earlier of: (i) acceptance of the Work Order or (ii) Contractor’s arrival at Client’s jobsite. If no such objections are tendered to Contractor, Client shall be deemed to have agreed to these terms and conditions upon Contractor’s arrival on Client’s jobsite. Contractor objects to and shall not otherwise be bound by any additional or different terms, whether printed or otherwise, in Client’s Work Orders or in any other communication from Client to Contractor, except to confirm the type and quality of services, equipment, and materials to be supplied to the Customer. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by Contractor, to the extent they differ from, modify, add to or detract from the Agreement, shall not be binding on Contractor and are void ab initio.
2. Scope of Work. Contractor shall furnish and install only the labor, materials, and equipment identified in the proposal. Changes must be authorized by a written change order and shall result in equitable adjustments. Any work done pursuant to change orders or otherwise is subject to this Agreement. Should Client provide Subcontractor with verbal or written direction to begin to mobilize, the terms and conditions of this proposal shall be deemed accepted and apply in full and without limitation.
3. Change Orders. Any change or addition to the Work must be approved in writing by the Client through a signed Change Order before the Contractor proceeds. Each Change Order will be in writing, shall describe the change, any adjustment to the contract sum or contract time, and be fully executed to by both parties. No verbal Change Orders will be considered valid or binding. The Contractor must submit written notice of any requested change, including details of cost and schedule impact, within ten (10) days of the event giving rise to the change.
4. Price and Payment. Client shall pay Contractor the contract price as stated in the proposal. Payment is due within 30 days of Contractor’s invoice. Payment shall not be contingent on Owner’s payment to Client. “Pay-if-paid” and “pay-when-paid” provisions are expressly rejected. Late payments accrue interest at 1.5%, per annum, compounded monthly (18% annually). Retainage, if any, is to be released to Contractor within 30 days after the completion of Contractor’s Work.
5. Materials, Title, and Risk of Loss. Title to materials passes to Client upon delivery to the project site or upon payment, whichever occurs first. Risk of loss transfers to Client upon delivery to the site. Client is responsible for providing safe storage.
6. Scheduling and Delays. Contractor will cooperate with Client’s schedule, but is entitled to additional time and compensation for delays caused by Client, Owner, other tradesmen, or conditions beyond Contractor’s control. Client agrees that Contractor shall not be responsible for liquidated damages, delay damages, or other time related damages for any delays that are outside Subcontractor’s control. Notwithstanding anything contained in any document to the contrary, in the event the project is delayed, disrupted, terminated and/or the project schedule is extended for any reason not caused by the acts or omissions of Contractor (or as the proper designation may be for Contractor), Contractor’s subcontractor(s), or those for whom Contractor, etc. is legally liable, Contractor reserves and waives no rights to receive compensation to recover all costs including, but not limited to, price escalations and other damages.
7. Warranties. Materials are warranted only as provided by suppliers or manufacturers. Contractor disclaims all implied warranties. Contractor warrants the work for one (1) year except for ordinary wear and tear, improper or insufficient maintenance, modifications performed by others, or abuse. Contractor is not responsible for damage caused by others or from damage caused once open to the motoring public. Contractor’s warranties shall commence on the date of substantial completion of the work or a designated portion.
8. Differing Site Conditions. Contractor shall not be deemed to warrant, guarantee, or assume responsibility for the accuracy, sufficiency, or suitability of the plans, specifications, or other design documents provided by or on behalf of Client. In addition, Contractor shall not be liable for delays, cost increases, or other damages arising from concealed, unknown, or materially different site or subsurface conditions that could not reasonably have been anticipated.
9. Limitation of Liability. Contractor’s total liability shall not exceed the contract price. Contractor shall not be liable for consequential or special damages, including extended overhead, liquidated damages, punitive damages, or loss of use.
10. Force Majeure. Contractor’s failure to deliver Work by reason of any of the following events shall not constitute an event of default or breach of this Agreement and/or any Work Order hereunder: strikes, picket lines, boycott efforts, fires, floods, freeze, accidents, war (whether or not declared), revolution, riots, insurrections, acts of God, acts of government (including without limitation any agency or department of the United States of America or any other country), acts of the public enemy, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or any other causes which are reasonably beyond the control of the defaulting party. Contractor shall notify the Client of any such delay and its cause. Notwithstanding the preceding sentence, no such event shall excuse an event of default or breach of an obligation to pay monies owed under this Agreement or provide defense and indemnification as required hereunder.
11. Insurance and Indemnity. Contractor maintains legally required insurance. Any additional coverage requested by Client must be paid for by Client. Contractor’s defense and indemnity obligations, if any, are limited to claims for damages to property or personal injury caused by the negligent acts or omissions of Contractor or for those whom Contractor is legally responsible. Nothing in this Agreement shall be interpreted to require Contractor to indemnify any party for that party’s own negligence or willful misconduct; and Contractor’s duty to indemnify shall only apply to claims for bodily injury and property damage, other than to the Work itself, that may arise from the performance of the Work, including reasonable attorneys’ fees, costs, and expenses, that arise from the performance of the Work, but only to the extent caused by the negligent acts or intentionally wrongful acts or omissions of Contractor, Contractor’s subcontractors, or anyone employed directly or indirectly by and of them or by anyone for whose acts any of them may be liable. Client agrees to defend and indemnify Contractor for claims or damages alleged to have been caused by Client’s acts or omissions.
12. Back charges and Offsets. Client may not back charge Contractor unless: (i) Written notice is given within 5 business days of the event; and (ii) Contractor has a reasonable opportunity to correct the issue. Unilateral offsets are not permitted.
13. Termination. Client may terminate for cause only after giving Contractor written notice and 10 days to cure. Should Client terminate this Agreement without cause within 14 days of the start date as agreed to as defined in this Agreement, a penalty of 10% of the total price defined in this proposal and actual expenses incurred by Contractor or its affiliates shall be paid by Client. Should Client terminate this Agreement without cause within 7 days of the start date as agreed to as defined in this Agreement, the penalty shall increase to 15% of the total price defined in this Agreement and actual expenses incurred by Contractor or its affiliates.
14. Increased Costs. If, due to either (a) the introduction of or any change in or in the interpretation of any (i) law or regulation, or (ii) any tariff, tax, duty, toll, excise, levy or charge to be paid on a particular class of imports and/or exports, and/or (b) the compliance with any guideline or requirement from any governmental authority that is introduced or the interpretation of which is changed, in each such case after the date hereof, there is any increase in the cost to Contractor of providing the materials, goods and/or services under this Agreement, then Client shall from time to time, upon demand by Contractor, immediately pay to Contractor additional amounts sufficient to compensate Contractor for such increased cost. Contractor shall submit to Client a certificate as to the amount of such increased cost and detailing the calculation of such cost, which shall be conclusive and binding for all purposes, absent manifest error.
15. Dispute Resolution. All disputes shall first be negotiated, and if unresolved, submitted to binding arbitration in the state where the project is located. Jury trial is waived.
16. Governing Law. These terms are governed by the laws of the state where the project is located.
17. Entire Agreement. This Agreement forms the complete agreement, overriding any conflicting terms in Client’s contract or purchase order. The partial or complete invalidity of any provision of this proposal shall not affect the validity or continuing force and effect of any other provision. The failure of either party hereto to insist, in any one or more instances, upon the performance of any of the terms, covenants and conditions of this Agreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respects further performance. Each party has had the opportunity to review and negotiate this Agreement and no party shall be construed to be the drafter of this Agreement for any purpose including, but not limited to, interpretation of this document.
18. Must Comply with our third party code of conduct found here:
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