The price may vary on every quote based on additional material or labor needed. We will inform you before proceeding with the work. If you have any questions about the quote, please contact us at 616-477-3891.
TERMS AND CONDITIONS
1) Entire Contract; Acceptance. These terms and conditions, together with the quote, bid or statement of work to which they relate (which we refer to, together, as the “Contract”), state the entire agreement between the person or entity named therein (the “Customer”) and United Freedom Painting LLC, a Michigan limited liability company (the “Company”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIONS, PROMISES OR WARRANTIES, EXPRESS OR IMPLIED, HAVE BEEN MADE TO THE CUSTOMER EXCEPT THOSE WHICH ARE EXPRESSLY STATED IN THIS CONTRACT. If the Customer does not accept the terms set forth in the applicable quote, bid or statement of work before the expiration date provided therein, then such quote, bid or statement shall be deemed automatically withdrawn. The Company, in its sole discretion and for any reason whatsoever, may also withdraw any quote, bid or statement of work that has not yet been accepted by the Customer prior to such expiration date.
2) Payment Terms. Except as otherwise provided in the applicable quote, bid or statement of work, in order for the work under this Contract to proceed, the Customer must provide the Company with fifty percent (50%) of the quoted cost prior to commencement of the work, and the remainder of the Customer’s payment shall be due upon substantial completion of the project. Substantial completion means the project has met the criteria described in the relevant quote, bid, or statement of work, except for any immaterial touch-ups or minor work needed to finalize the work, and shall be deemed to have occurred as of the date of the final invoice issued by the Company to the Customer (the “Final Invoice”). If an item is back-ordered or for some reason there will be a week or more delay to complete some detail, then an appropriate amount (not more than twice the market value of the incomplete item) may be withheld from the final payment until completion of that item. If any aspect of the work is unique or particularly important to the completion of the Customer’s project, the Customer must communicate this information in writing to the Company so that these aspects of the project may be considered by the Company in its quote, bid or statement of work. The additional costs for any such special orders and/or specifications must be paid for at the time the orders are placed and before the commencement of work. Customers shall be solely responsible for any permit fees that are reasonably necessary or appropriate for the project’s commencement and/or completion. In the event any payment is not made when due, the Company may, at any time thereafter, provide written notice that it will stop work on the project until payment of the amount owing has been received. A service charge of one and one-half percent (1 1⁄2 %) per month (18% per year) will be paid on past due amounts starting thirty (30) days after the Final Invoice date. If the Customer desires to pay an invoice by credit card, an additional three percent (3%) credit card processing fee will be added to the Customer’s invoice. Customer shall pay to Company upon demand all of Company’s costs and expenses, including
reasonable attorney fees, incurred as a result of any Customer’s failure to perform any of its obligations under this Contract (including any failure to pay on a timely basis) and whether or not any court proceeding is commenced. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
3) Hazardous Environmental Condition. The Customer acknowledges and agrees that the Company makes no representation or warranty to the Customer, or any individuals who access such premises or residence, as to the presence or absence of asbestos, lead paint, radon, fiberglass or any other hazardous environmental or occupational conditions of any nature or type, or as to the effect of asbestos, lead paint, radon, fiberglass or any such condition on the premises or residence. If such items are discovered and have to be removed, the cost of such removal shall be added to this Contract as a change order pursuant to Section 6 below, provided the Company consents to such change order, unless the Customer timely makes alternative arrangements for the safe and complete removal of such items.
4) Time for Completion. The completion time stated in the Contract is merely an approximation and is based on uninterrupted access to the relevant facilities during the Company’s normal working hours. The actual completion time is contingent upon access to the relevant facilities, labor and/or material shortages or interruptions, workplace and occupational health and safety considerations (including, without limitation, those related to any pandemic, epidemic, or similar events), accidents, weather, natural disasters, acts of God, war, invasion, insurrection, riot, sabotage, changes caused by a body of government, and the like. Change orders will affect the time necessary for completion and may even prevent completion entirely. The Company shall not be liable for any damages suffered by Customer as a result of any delay or incompletion arising out of or resulting from any of these contingencies.
5) Cancellation. In the event of cancellation of a job in progress by Customer, Customer will reimburse Company for all labor and material costs, plus fifteen percent (15%) of the total Contract price. In no event will this amount exceed the total Contract price. The Company shall have the right to stop work and to keep the job idle if payments are not made when due. The Company shall be indemnified and held harmless by the Customer from all job site related liabilities during such period.
6) Change Orders. Changes in the Company’s work that modify the scope, price or time for completion of the project shall be made only by a written document signed by Customer and Company. The price adjustment for such changed work shall be determined in advance. Payment for the changed work shall be made before commencement of the changed work. The Company may, at its sole option, upgrade a product to similar or higher quality.
7) Indemnity. Customer agrees to indemnify, hold harmless, and defend Company, its agents, employees, members, officers, and managers, absolutely and forever from any claims, actions, damages, suits, liabilities, obligations, costs, fees, or other expense whatsoever that may be asserted by any third party, including, without limitation, all injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of or
resulting from Company’s performance under this Contract, except those claims or actions directly caused by gross negligence or willful misconduct of the Company.
8) Customer’s Covenants. Customer, by executing this Contract, indicates conclusively that all writings to this Contract are definite in their terms and sufficient to express the intent of the parties with regard to the transaction, the type and amount of work to be done, and the type and quality of the materials to be used. Customer further covenants that Customer has (a) legal title to the property which is the subject of this Contact (the “Property”), and (b) all persons who hold legal title to the Property are listed as “Customers” and have signed, or will sign, this Contract. Customer agrees to abide by all reasonable policies and procedures of the Company relating to environmental and occupational health and safety, including those required under applicable laws, rules, regulations or orders. Customer shall (x) cooperate with the Company in all matters relating to the services to be provided under the Contract, (y) provide such access to the Property as may reasonably be requested by the Company for the purposes of performing such services, and (z) respond promptly to any request from the
Company to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for the Company to perform such services in accordance with the requirements of this Contract.
9) Limited Warranty. The Company warrants against defective or faulty workmanship for a period of six (6) months from the date of the Final Invoice. Product warranties are solely as stated and provided by the manufacturer or producer of the paint used in the project, and the Company shall have no liability for any labor or material necessary to repair or replace defective products. If Customer wishes to use any particular manufacturer or producer of paint, Customer must notify the Company such that the Company may consider and incorporate this factor into its quote, bid or statement of work. It is agreed that the Company’s warranty extends only to the items specifically described in the Contract for which Company is responsible and that Company shall not be liable for the labor, materials, acts, or omissions of any other party. CUSTOMER’S SOLE REMEDY AND THE COMPANY’S SOLE LIABILITY PURSUANT TO THIS WARRANTY SHALL BE THE COST OF THE LABOR AND MATERIALS TO REPAIR OR REPLACE, AT COMPANY’S OPTION, ANY DEFECTIVE WORK. COMPANY SHALL NOT BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES OF ANY NATURE OR KIND ARISING FROM ANY DEFECTIVE WORK, INCLUDING, BUT NOT LIMITED TO DAMAGES CAUSED BY WATER, MOLD, INSECT OR ANIMAL INFESTATION, OR DAMAGE BY SOME OTHER AGENT THAT MAY BE ASSOCIATED WITH DEFECTS IN CONSTRUCTION, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF INCOME, EMOTIONAL DISTRESS, DEATH, LOSS OF USE, LOSS OF VALUE, AND ADVERSE HEALTH EFFECTS, OR ANY OTHER EFFECTS. EXCEPT AS EXPRESSLY STATED HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATIONS OF LAW OR OTHERWISE, OF THE GOODS OR SERVICES FURNISHED UNDER THIS CONTRACT BY THE COMPANY. THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
10) Amendments and Modifications; Prevailing Terms. Except as provided in Section 11 of this Contract, this Contract cannot be changed, supplemented or otherwise modified by any conversations, text messages, emails or similar communications between the Customer and the Company. Any changes, supplements or other modifications must be in writing and signed by the Customer and the Company. The terms and conditions contained in this Contract prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend any of the terms or conditions of this Contract.
11) Correction of Errors. Company shall have the right to correct any errors, whether clerical or mathematical, which are contained in any quote, bid, or invoice provided to the Customer.
12) Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
13) Use of Images and Other Information. Customer acknowledges and agrees that the Company may use images and videos of the Property and any improvements thereon for marketing and other commercial purposes, including social media, provided that Company does not share any identifying information, such as street address, contact information or personally identifiable information of individuals, without permission.
14) Severability. If any term or provision of this Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
15) Governing Law. All issues concerning the construction, validity, enforcement and interpretation of this Contract shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan. The parties agree that the venue is hereby exclusively established in the County of Kent, State of Michigan for any dispute or claim arising out of this Contract. Company, if it prevails in any arbitration or court action, shall be entitled to all reasonable attorneys’ fees, costs and other expenses incurred in such action and in any subsequent efforts to collect the amount awarded.
16) Dispute Resolution. Any dispute between Company and Customer, including the interpretation of this Contract and adequacy of performance of this Contract shall, at the election of Company, be resolved by arbitration conducted by the American Arbitration Association before a single arbitrator. The Arbitration shall be conducted in Kent County, State of Michigan. The prevailing party shall be entitled to actual attorney fees incurred. Notice of the demand for arbitration shall be filed in writing with the other party and shall be made within a reasonable time after the dispute has arisen. Notwithstanding these provisions, in the event that any controversy or claim involves an allegation by the Company that the Customer failed to pay any amount which was owed under the Contract, Company will have the right to record a construction lien against the Customer’s Property at any time that the law otherwise permits the filing of the lien. The validity of the lien and the lien amount may, however, be determined by the dispute resolution process described in this Section if any amount remains unpaid, and a Judgment of Foreclosure may enter upon the arbitration award in a court of competent jurisdiction. No action, regardless of its form and arising out of this Contract, or any warranty work performed on the Property may be brought by Customer against the Company more than one (1) year after the earlier of either (i) the date on which the cause of action occurred or (ii) the date of the Final Invoice. No action against the Company may be commenced unless Customer first
provides Company with ten (10) days prior written notice before the commencement of the action. During such ten (10) day period, Customer and the Company shall attempt in good faith to resolve the dispute, if possible, without the need for formal legal action.