A-1 Roofing, Inc. Terms and Conditions
The following terms and conditions shall govern the provision of services by A-1 Roofing, Inc. To The Customer. For purposes of this document, the term “Customer” will mean the entity that has purchased Work (as defined below) from A-1 Roofing, Inc. which is identified on (a) an Invoice, (b) a Work Order, and/or (c) a Proposal (each of which are defined herein as an “Offer”) provided to Customer by a representative of A-1 Roofing, Inc. or its parent company, A-one Roofing Inc. , and accepted by Customer in writing, orally, and/or by permitting commencement of the Work. All capitalized terms not defined herein shall have the meaning assigned to them in the Offer if any. These terms and conditions and the terms and conditions in the Offer (together, the “Terms and Conditions”) shall be the entire agreement between A-1 Roofing, Inc. and Customer with respect to the services provided to Customer by A-1 Roofing, Inc. and may not be modified except by a writing signed by both Customer and A-1 Roofing, Inc. In the event of any conflict between the provisions of the Offer and the provisions set forth below, the provisions set forth below shall control. Customer’s issuance of a purchase order, service order or other confirming memorandum that purports to reject or amend some or all of the Terms and Conditions by virtue of standard form language or otherwise, or any terms in Customer’s purchase order or other document of acceptance that are different from or in addition to the Terms and Conditions, are hereby expressly rejected.
WORK. A-1 Roofing Inc. shall provide all labor and materials required to perform the Scope of Work set forth in the Offer (the “Work”). If Work is to be performed over a period of more than sixty (60) days, the Work shall be deemed to be substantially complete on the date that A-1 Roofing, Inc. issues its final invoice relating to the Work, unless Customer, within two (2) weeks from receipt of said invoice, delivers to A-1 Roofing, Inc. a written notice that Customer disputes that the Work is substantially complete and identifies the portions or aspects of the Work that Customer contends have not been completed. If Customer delivers such written notice to A-1 Roofing, Inc., the “Date of Substantial Completion” will be the date that Customer acknowledges in writing that the Work is substantially complete, but such acknowledgment may not be unreasonably delayed or withheld. CONDITIONS AND EXCLUSIONS. A-1 Roofing, Inc. shall not be responsible for any work that is not expressly included in the Scope of Work or for any damage to the Work caused by (i) acts or omissions of the Customer, other trades, or other third parties not within the control of A-1 Roofing Inc.; (ii) natural or accidental disasters including, but not limited to, damage caused by lightning, hailstorms, floods, hurricane-force winds (74 mph or greater), tornadoes, earthquakes, fire, or animals; or (iii) faulty construction or design of building components other than the Work. The Customer will be responsible for providing unimpeded access to the Work areas, adequate storage, and laydown areas for materials and equipment. Any schedules or time estimates in the Offer are dependent upon favorable weather conditions and subject to modification for weather delays or other conditions or circumstances not within the control of A-1 Roofing, Inc. INVOICE AND PAYMENT. Unless all Work hereunder is to be performed within thirty (30) days, A-1 Roofing, Inc. shall submit an invoice to the Customer at the end of each calendar month for the amount due for the portion of the Work completed during that month. If all Work is to be performed within thirty (30) days, no invoice shall be submitted until all Work has been
completed. Customer shall pay each invoice in full, whether a single or, if multiple invoices are issued, in full within thirty (30) days after receipt of the invoice. Interest will be paid by the Customer on all past due to invoices at a rate of six percent
(6%) per annum, or the maximum amount permitted by law, whichever is less. In the event that A-1 Roofing, Inc. determines, in its sole discretion after failure of Customer to make timely payment in full, that it is necessary to bring a legal action to recover sums owed to A-1 Roofing, Inc. for Work provided and invoiced in accordance with this paragraph, Customer shall reimburse A-1 Roofing, Inc. for all of its costs and expenses incurred in such action, including but not limited to reasonable attorneys’ fees. ADJUSTMENTS/CHANGE ORDERS. A-1 Roofing, Inc. shall have no responsibility for any concealed or unknown conditions located in any area where Work is to be performed. In the event that there is any change in the Work necessitated by differing or changed conditions, or other factors not within the control of A-1 Roofing, Inc., A-1 Roofing, Inc. shall be entitled to an adjustment to the Contract Price set forth in the Offer. Customer may also order changes in the Work consisting of additions to the Work, in which case the Contract Price will be adjusted accordingly. In the absence of an agreed-upon lump sum adjustment, all additional work (whether necessitated by concealed or unknown conditions or ordered by Customer) shall be performed on a time and materials basis, together with overhead and profit at A-1 Roofing, Inc.’s standard rates applicable at the time that the Work is performed. INDEPENDENT CONTRACTOR. A-1 Roofing, Inc. will at all times act as an independent contractor in performing the Work and in no event shall the parties be considered to be in employment, agency, partnership or similar type relationship. Neither Customer nor A-1 Roofing, Inc. shall execute any agreement nor take any other action that is binding upon the other. WARRANTY. Subject to the limitations and exclusions set forth below, A-1 Roofing, Inc. warrants the Work against material defects in workmanship for a period of one (1) year from the date of Substantial Completion, or the last date on which A-1 Roofing, Inc. performs Work (not including warranty repair or replacement work) for Customer, whichever is earlier (the “Warranty Period”). During the Warranty Period, A-1 Roofing, Inc. will, at its sole option, either repair, replace or refund the amounts received in payment for, any Work that does not conform to this warranty. All claims under this warranty must be reported in writing to A-1 Roofing, Inc. within two (2) weeks of the date on which the Customer became aware, or in the exercise of due care should have become aware, of the issue giving rise to the warranty claim. The Customer’s failure to give timely notice of a warranty claim shall constitute an irrevocable waiver of any rights pursuant to this warranty, and shall relieve A-1 Roofing, Inc. of any further warranty obligations. THE WARRANTY SET FORTH HEREIN IS THE SOLE AND EXCLUSIVE WARRANTY Effective 9/1/2017 PROVIDED BY A-1 Roofing, Inc. OR ANY OF ITS AFFILIATES (INCLUDING PARENT OR SUBSIDIARY ENTITIES) IN CONNECTION WITH THE WORK AND IS GIVEN IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NO REPRESENTATIVE OF A-1 Roofing, Inc. OR ANY PARENT, SUBSIDIARY OR OTHER AFFILIATE OF A-1 Roofing, Inc. HAS THE AUTHORITY TO AMEND THESE TERMS OR TO PROVIDE ADDITIONAL OR DIFFERENT WARRANTIES TO THOSE SET FORTH HEREIN EXCEPT IN A WRITING SIGNED BY AN AUTHORIZED OFFICER
OF A-1 Roofing, Inc... THE REMEDY SET FORTH HEREIN WILL BE THE SOLE AND EXCLUSIVE REMEDY OF THE CUSTOMER FOR ANY CLAIM ARISING IN CONNECTION WITH THE WORK. LIMITATION OF LIABILITY. IN NO EVENT SHALL A-1 Roofing, Inc. OR ANY PARENT, SUBSIDIARY OR AFFILIATE OF
A-1 Roofing, Inc. (COLLECTIVELY “A-1 Roofing, Inc.’) BE LIABLE TO CUSTOMER IN CONNECTION WITH THE WORK FOR BUILDING DAMAGE OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL A-1 Roofing, Inc.’s LIABILITY TO CUSTOMER IN CONNECTION WITH THE WORK BE IN AN AMOUNT IN EXCESS OF THE SUM PAID TO A-1 Roofing, Inc., BY CUSTOMER FOR THE WORK GIVING RISE TO THE CLAIM. If A-1 Roofing, Inc. or any affiliate of A-1 Roofing, Inc., without separate compensation, furnishes Customer with advice or other assistance, the furnishing of such advice or assistance will not subject A-1 Roofing, Inc. or any Affiliate to any liability whether in contract, tort (including but not limited to negligence or strict liability) or otherwise. Under no circumstances shall the Customer make any claim that the performance of the Work authorized hereunder has caused any manufacturer’s roofing
System warranty or any other third party warranty to become void or voidable and the Customer hereby waives any such claim. CUSTOMER RESPONSIBILITY FOR DESIGN ISSUES. Customer agrees and understands that neither A-1 Roofing, Inc. nor any of its Affiliates is licensed to practice architecture or engineering and that in no event shall the Work include any architectural or engineering services, opinions, documents or practices. The Customer shall be solely responsible for determining whether, at any time, conditions at its building require the services of either an architect or engineer and for retaining such design professional(s) as it deems necessary and/or prudent at its sole expense. A-1 Roofing, Inc. will be entitled to rely upon any plans, drawings, specifications, or other architectural or engineering materials provided by Customer or its agents to A-1 Roofing, Inc. In no event will A-1 Roofing, Inc. or any Affiliate of A-1 Roofing, Inc. have any liability to Customer or any third party arising out of or related to a failure by Customer to retain the services of a licensed design professional in connection with the building on which Work is performed by A-1 Roofing, Inc. Without limiting the generality of the foregoing, in no event will A-1 Roofing, Inc. have any liability to Customer or any third party in connection with or arising out of any issue relating to the structure of the building on which Work is performed, including but not limited to the roof deck or structural walls. FORCE MAJEURE. A-1 Roofing, Inc. will not be liable for any delay in performance or A-1 Roofing, Inc.’s inability to perform its obligations under these Terms and Conditions due to fires, strikes, labor disputes, weather, war, terrorism, civil commotion, embargoes, delays in transportation, failure of supply, governmental orders or actions, acts of God, or any other similar or dissimilar events or circumstances beyond the reasonable control of A-1 Roofing, Inc. Customer further agrees that if any of the foregoing events delays or prevents A-1 Roofing, Inc.’s performance of its obligations under these Terms and Conditions for a period of more than thirty (30) days, A-1 Roofing, Inc. shall have the right, at its sole discretion, to terminate its agreement with Customer, to cease any further attempts to perform Work, and to receive payment for all Work performed up to the time of the termination. EARLY TERMINATION. Either Customer or A-1 Roofing, Inc. may terminate at any time and for any reason the agreement under
which the Work is being performed, upon sixty (60) days’ written notice to the other by registered mail or overnight via nationally recognized courier service, such as Federal Express or UPS. In the event of such termination, A-1 Roofing, Inc. shall be entitled to recover from Customer payment for all Work executed prior to the receipt of the termination notice from Customer, or in the case of A-1 Roofing, Inc.’s termination, prior to issuance of the A-1 Roofing, Inc., a notice of termination. GENERAL. The Terms and Conditions supersede all prior or contemporaneous agreements between Customer and A-1 Roofing, Inc. or any Affiliate with respect to the Work and fully set forth the understanding of the parties with respect to the performance of the Work. The Terms and Conditions shall be construed and applied in accordance with and governed by the laws of the State of Arizona, without regard to the choice or conflict of law’s provisions thereof. If any provision of the Terms and Conditions is for any reason held to be invalid, illegal or unenforceable in any respect, it shall not affect the validity of any other provision of the parties’ agreement or of these Terms and Conditions, and such invalid, unenforceable or illegal provision shall be deemed modified to the extent necessary to make it enforceable while accomplishing the purpose similar to that contained in the original provision. Solely for the purpose of adjudication of disputes arising out of or related to these Terms and Conditions and/or the Work, the Customer hereby submits to and accepts the jurisdiction of any court of competent subject matter jurisdiction located in Maricopa County, Arizona, and waives any defense of personal jurisdiction, venue, or inconvenient forum in the maintenance of any action in such court. Neither A-1 Roofing, Inc. nor Customer may assign its rights or obligations under their agreement or these Terms and Conditions without the express, prior, written consent of the other party, provided, however, that A-1 Roofing, Inc. may assign its rights and obligations under these Terms and Conditions to any entity that is or which may be in the future controlled by, controlling, or under common control with A-1 Roofing, Inc. Notwithstanding the foregoing, Customer and A-1 Roofing, Inc. acknowledges and agrees that A-1 Roofing, Inc., in its sole discretion, may contract with subcontractors for the performance of any aspect of the Work.