|
Schena Roofing and Sheet Metal Co., Inc. (“Schena”) and the customer identified in the Proposal (“Customer”), collectively referred to as “Parties,” agree to the following terms and conditions to this agreement (“Agreement”):
1. Standard of Care: Schena represents and warrants that it will perform all work in a workmanlike manner in accordance with standard practices. Customer agrees and acknowledges that wrinkling is a normal condition which may occur with new installation of mechanically attached single-ply membranes, and that most wrinkles will dissipate within the first year of installation. Schena is not liable for any oil canning conditions in sheet-metal installations. Unless excluded in Schena’s Proposal, and pursuant to Schena Roofing Warranty Provisions, Schena provides Customer a two-year warranty on workmanship for roof replacements or a one-year warranty on workmanship for service work, BUT EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OF IMPLIED IN NATURE, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. All warranty claims must be submitted to Schena within that respective one-year or two-year period, or is waived. Schena assigns to Customer any warranties furnished by material manufacturers to the extent Schena is permitted to assign such warranties.
2. Scope of Work: Schena’s scope of work is fully set forth in its Proposal, and will be performed within a reasonable amount of time. Should Schena perform any extra work, should there be any changes to the work, and/or should there be a differing site condition (including unanticipated concealed conditions or conditions of an unusual nature), Schena shall be entitled to an equitable adjustment to the contract sum and time.
3. Payments: Customer agrees to pay Schena in full within 15 days of receiving an invoice for the work, unless otherwise agreed to in writing in Schena’s proposal. Late payments shall be subject to a time-price differential of 1.5% per month. Should Schena have to initiate any action to collect overdue payments from Customer, Schena shall be entitled to recover from Customer all collection costs and fees, including attorney fees.
4. Insurance: Schena represents that it maintains commercial general liability insurance and workers’ compensation insurance. Customer shall maintain property insurance, including coverage for fire, tornado, and other necessary insurance. Should any damages be covered by Customer’s property insurance, Customer waives any rights to subrogation against Schena.
5. Governing Law and Forum: This Agreement shall be interpreted under and governed by Michigan law. Customer hereby waives any claim against Schena in any way related to mold, and agrees that Customer’s sole rights against Schena for defective work, including any breach of warranty, is for Schena to cure its defective work within a reasonable amount of time. Any dispute between the Parties shall exclusively be in state court in Michigan. The Parties agree that any claims Customer has against Schena, whether in contract, warranty, tort, or otherwise, shall be filed in the proper court no later than two years after Schena completes its work on the project, otherwise such claims are hereby waived.
6. Representations: Prior to roof installation, Schena will visually inspect the surface of the roof deck for obvious visual defects, but is not obligated to perform any further inspections. Schena is not responsible for any structural deficiency, quality of construction of others (including compliance with FMG criteria), undulations, fastening, or moisture content of the roof deck or other trades’ work design. Schena is not responsible for condensation, moisture migration from the building interior or other building components, location or size of roof drains, or adequacy of drainage or ponding on the roof due to structural conditions. Customer represents and warrants that structures on which Schena is to work are in sound condition and capable of withstanding roofing construction, equipment, and operations. Customer further represents that it is aware that roofing products emit fumes, vapors, and odors during the application process, and Customer shall take all necessary action to protect any person from these emissions.
7. Force Majeure: Schena shall have no liability for failure or delay in performing obligations set forth in this Agreement, and Schena shall not be deemed in breach if such failure or delay is due to natural disasters, strike, lockout, or other industrial or transportation disturbances, law, regulation or ordinance, or any causes beyond the reasonable control of Schena.
8. Indemnity: Customer shall defend and indemnify Schena for any claim, liability, damages, losses, or expenses arising in any way out of Customer’s negligence, fault, or breach of contract duties.
9. Integration: This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements, either oral or written with respect to the subject matter hereof. |