BROWARD INSULATION INC.
1.0 ACCEPTANCE OF TERMS AND CONDITIONS
These Master Terms and Conditions (the “Agreement”) govern the provision of all materials and services by Broward Insulation Inc. (“Contractor”) to the client, property owner, or authorized agent (“Owner”). By authorizing the commencement of work or accepting the associated invoice or estimate, the Owner expressly agrees to be bound by the terms and conditions set forth herein.
2.0 FINANCIAL OBLIGATIONS AND PAYMENT TERMS
2.1 Invoicing and Remittance
All payments shall be made payable directly to Broward Insulation Inc. Invoices are due and payable in full immediately upon receipt.
2.2 Late Penalties and Interest
Any outstanding balance not remitted within thirty (30) days of the invoice date shall be deemed delinquent. Delinquent accounts shall be subject to a finance charge of eighteen percent (18%) per annum, or the maximum rate permitted by applicable law, whichever is less, calculated from the original due date until payment is received in full.
2.3 Collections and Legal Fees
In the event an account remains delinquent past ninety (90) days, the account shall be placed with a third-party agency or legal counsel for collection. The Owner agrees to be strictly liable for all associated collection costs, reasonable attorney’s fees, and court costs incurred by the Contractor in the pursuit of outstanding balances.
2.4 Lien Rights
The Contractor expressly reserves and adheres to all statutory rights pertaining to Notice to Owner requirements and Mechanic’s Liens. Failure to remit payment in a timely manner may result in a lien being placed upon the subject property.
3.0 SCOPE OF WORK AND CHANGE ORDERS
3.1 Material and Labor Standards
All materials provided by the Contractor shall be strictly limited to the specifications enumerated in the attached description or estimate. All services shall be executed in a professional, workmanlike manner, in strict accordance with prevailing industry standards.
3.2 Alterations and Deviations
Any alteration, deviation, or modification from the original specifications that results in additional costs or labor must be mutually agreed upon in writing. Such written change orders shall be executed by both parties and will result in supplemental charges over and above the original estimate(s).
4.0 FORCE MAJEURE
The Contractor shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control. Such circumstances include, without limitation, acts of God, earthquakes, fires, tornadoes, floods, wars, civil or military disturbances, acts of terrorism, sabotage, strikes, epidemics, riots, power failures, accidents, or supply chain interruptions.
5.0 INSURANCE AND COMPLIANCE
5.1 Owner’s Insurance Obligations
The Owner shall, at their own expense, procure and maintain comprehensive fire, tornado, and casualty insurance, as well as any other insurance coverage required by local, state, or federal law, for the full duration of the project.
5.2 Contractor’s Insurance Obligations
The Contractor represents and warrants that all of its employees and workers are covered by workers’ compensation insurance to the extent required by applicable law.
6.0 DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONTRACTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY AND UNEQUIVOCALLY DISCLAIMED.
7.0 LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE CONTRACTOR, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OWNER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, OR PROPERTY DAMAGE) ARISING FROM OR RELATED TO THE BREACH OF ANY WARRANTY ASSOCIATED WITH THE MATERIALS USED OR SERVICES RENDERED. IN NO EVENT SHALL THE CONTRACTOR’S TOTAL AGGREGATE LIABILITY EXCEED THE ACTUAL COST OF THE MATERIALS SPECIFIED AND BILLED HEREIN.
8.0 EXCLUSIVE REMEDIES
The Contractor cannot and shall not be held liable for the breach of any express warranties provided by third-party dealers, contractors, applicators, distributors, or manufacturers. In the event of defective materials provided directly by the Contractor, the Owner’s sole and exclusive remedy shall be limited to the repair or replacement of said defective materials, with the choice of repair or replacement to be determined at the sole and absolute discretion of the Contractor.
9.0 INDEMNIFICATION
To the fullest extent permitted by applicable law, the Owner agrees to indemnify, defend, and hold harmless the Contractor, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorney’s fees and costs) arising out of or in any way connected with the Owner’s negligence, willful misconduct, or breach of any obligations set forth in this Agreement.
10.0 DISPUTE RESOLUTION, BINDING ARBITRATION, AND CLASS ACTION WAIVER
10.1 Binding Arbitration
Any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
10.2 Class Action Waiver
THE OWNER AND CONTRACTOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
11.0 GOVERNING LAW AND VENUE
This Agreement, and all matters arising out of or relating to it, shall be governed by, construed, and enforced in accordance with the laws of the State in which the Contractor’s primary corporate headquarters is located, without regard to its conflict of law principles. In the event that a dispute is not subject to arbitration under Section 10.0, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the county of the Contractor’s primary corporate headquarters.
12.0 SEVERABILITY
If any provision, clause, or section of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, void, or unenforceable, such determination shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable while most closely reflecting the original intent of the parties.
13.0 NON-WAIVER
The failure or delay of the Contractor to insist upon strict performance of any term, condition, or covenant of this Agreement, or to exercise any right or remedy available hereunder, shall not constitute a waiver of such term, condition, right, or remedy, nor shall it be construed as a waiver of any subsequent breach or default by the Owner.
14.0 ENTIRE AGREEMENT
This Agreement, including any attached and incorporated estimates, invoices, or specifications, constitutes the entire, integrated agreement between the Contractor and the Owner regarding the subject matter herein. It supersedes and replaces all prior or contemporaneous understandings, representations, negotiations, or agreements, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of both parties.