TERMS & CONDITIONS
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These Standard Terms and Conditions govern and are applicable to all services rendered by Diversified Roofing Solutions, LLC (hereinafter “DRS”), to the “Client” identified in the proposal, including any subsequent amendments or change orders (collectively the “Proposal” and/or “Contract”), issued by DRS with these Terms and Conditions. By accepting the Proposal, or otherwise requesting Diversified to perform services or work, Client accepts DRS’s Terms and Conditions.
SCOPE OF SERVICES: The specific work to be performed by DRS on behalf of Client shall be as described in and authorized by the Proposal (“Work”).
CONTRACT DOCUMENTS: Contract Documents which make up the entire Contract between the Parties consist of DRS’s Proposal, these Terms and Conditions, the Client’s Purchase Order and any fully executed modifications. Any additions to, changes in, modifications of, or revisions of the Contract Documents which Client proposes are rejected, except to the extent DRS expressly agrees to accept such proposals, must be in writing. The Contract Documents make up the entire and integrated agreement between the Parties, and supersede prior negotiations, representations, and agreements, whether written or oral. In the event of any inconsistency or ambiguity in this Contract, the Purchase Order and these Terms and Conditions shall prevail and control.
PAYMENT: Payment is due within 10 days of receipt of any invoice from DRS. Client agrees to pay Diversified the time-price differential of 1 ½% per month on past-due invoices, plus any costs and attorney fees incurred in recovering late payment. DRS may suspend services upon failure of Client to timely pay DRS’s invoices. DRS shall be entitled to an equitable adjustment to the Contract price for any delays, disruptions, extra services, schedule changes, changes to its services, or force majeure events, including events outside of DRS’s reasonable control.
CHANGES IN WORK: If Client and DRS agree to changes which increase the Contract price, the amount by which the Contract price was increased shall be due and payable by Client to DRS, within 10 days of the signing of the work order for the change. DRS will not be obligated to perform any changes unless Client agrees in writing to the changes, and any increase in the price which becomes necessary as a result thereof. Client may request changes in the Project consisting of additions, deletions, or other revisions. Such changes in the Work shall be authorized by written change order signed by the Client and DRS.
DEFAULT/TERMINATION: In the event of a material breach, this Contract may be terminated for cause by either Party after providing an opportunity to cure pursuant to 7 days’ written notice. A material breach shall include Client’s failure to timely pay an invoice or suspension of the Project for more than 60 days, or DRS’s failure to perform services in accordance with its Proposal. Upon a proper termination for cause, the nonbreaching Party shall be entitled to recover all damages permitted under Michigan law, including (without limitation) court costs and reasonable attorneys’ fees, all such remedies may be cumulative. If a termination for cause by DRS is deemed improper or wrongful, then the termination shall be treated as a termination for convenience. Either Party may terminate the contract for convenience by providing written notice to the other Party. Upon a termination for convenience, Client shall pay DRS all costs incurred through the date of termination, plus reasonable termination costs.
WAIVER OF IMPLIED WARRANTIES: DRS’s warranty is limited to defects in its workmanship and excludes all materials and products incorporated into the Work. Any claim relating to material or product defects shall be made directly to the manufacturer. In case of defective workmanship, DRS in its sole discretion may repair or replace any defective work and repair or replacement shall be Client’s exclusive remedy. Any and all express and implied warranties of any kind are expressly disclaimed by DRS and excluded from this Contract.
INDEMNIFICATION: The Client agrees to indemnify, hold harmless and defend DRS, its agents and employees and suppliers from any and all claims, demands, lawsuits, actions, damages, expenses, obligations, liabilities and losses including, but not limited to property damage including destruction of property, bodily injury including death and personal injury for acts, errors, omissions, operations of Client, their subcontractors, employees, agents and suppliers, or the materials which they provide.
LIMITATION OF LIABILITY: The Parties mutually waive any right to recover against the other Party any consequential, liquidated, or other indirect damages, including such damages claimed by third parties. Client agrees that the total liability for any claims, losses, and/or damages against DRS, and its officers, directors, employees, agents, contractors, and consultants, in any way arising from or relating to, directly or indirectly, DRS’s services, shall be limited to the greater of $25,000 or the amount of the fee actually paid DRS for its services under this Agreement. Any and all express and implied warranties of any kind are expressly disclaimed by DRS and excluded from this Contract.
DISPUTE RESOLUTION: Any and all disputes, claims, controversies arising from this Proposal or Contract shall first be submitted to non-binding mediation through and in accordance with the American Arbitration Association (“AAA”) rules. If mediation is unsuccessful, then the Parties agree that such dispute, claim, or controversy shall be subject to arbitration in Michigan. The private arbitration shall be conducted in accordance with the AAA Construction Rules, and any arbitration award shall be final and binding.