Terms and Conditions

GENERAL TERMS AND CONDITIONS

            These General Terms and Conditions (the “Agreement”) are hereby entered into by and between Clopp & Hoisington, LLC, d/b/a Complete Roofing Systems, a Pennsylvania limited liability company (“CRS”), and the party whose name and information appear on the Quote in which this Agreement is referenced and is thereby incorporated (“Customer” “you” or “your”). CRS and Customer may be referred to throughout this Agreement individually as a “party” or collectively as “parties.”

RECITALS

            WHEREAS, CRS provides complete residential roofing services and systems to customers including roofing, gutters, and insulation; and

WHEREAS, Customer has agreed to the Quote prepared by CRS for various services and products (the “Quote”); and

WHEREAS, in addition to the terms of the Quote, the Customer hereby agrees to be bound by the terms of this Agreement.

            NOW, THEREFORE, with the intent to be legally bound, CRS and the Customer agree as follows:

1.        PURCHASING PROCEDURE AND GENERAL COMMERCIAL TERMS

(a) Scope of Work and Products. CRS agrees to provide to Customer, and Customer agrees to receive from CRS, the products and/or services specified in the Quote signed by CRS and Customer. Customer agrees and understands that CRS only promises to deliver the goods or products, or to provide the services, to Customer that are specifically identified in the Quote, and Customer further agrees and understands that Customer has no expectation of delivery of goods and products or services not mentioned in the Quote. Customer has no future expectation of delivery of products or services by CRS outside of the Quote.

(b) Contract Price; Invoices; Taxes. Customer agrees to pay the contract price set forth in the Quote in exchange for the products or services specified in the Quote. The specific method, timeline, and other provisions related to payment and invoicing shall be specified in the Quote.

(c) Delivery; Force Majeure. CRS shall deliver products and goods so as to meet the schedules established in the Quote. CRS shall not be liable for any damage as a result of any delay due to any cause beyond CRS’s reasonable control, including but not limited to any act of God, act of Customer, embargo or other governmental act, regulation or request, fire, accident, strike, slow-down, war, act of terrorism, riot, delay in transportation, delayed delivery by vendors, and inability to, obtain necessary labor and materials. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

(d)  Accident/Claim Cooperation. Each party agrees that, upon receiving information concerning an accident or claim involving any of the products, services, or goods sold hereunder, it shall promptly provide written notice of such accident or claim to the other party. The parties shall cooperate in the investigation of, and the effort to resolve, such accidents and claims, including but not limited to the following:

i. each party shall, on a continuing basis, share with the other all pertinent information known to it, other than information it reasonably considers to be covered by the attorney-client or attorney-work-product privilege(s), including copies of all pertinent documents; and

ii. the parties shall instruct all persons inspecting the affected products and goods to preserve the condition of them, so that information obtainable therefrom is not compromised or lost.

(e) Use of Trademark(s), Trade Name(s) or Other Product Designations. Neither party is granted any right to use any trademark(s), trade name(s), trade dress or other product designations, including but not limited to part numbers, proprietary to the other, nor shall either party register, attempt to register or attempt to obtain any interest in any such trademark(s), trade name(s) or other product designations of the other in any jurisdiction. In providing specifications for trade dress and labeling of products and parts that it purchases hereunder, each party shall avoid specifying the use of trademark(s), trade name(s), trade dress or other product designations that are confusingly similar to the trademark(s), trade name(s), trade dress or other product designations of the other.

(f) Exclusivity. Customer agrees and understands that CRS is not prohibited from selling similar, or the same, products or services and goods referenced in this Agreement and the Quote to any third party. Neither this Agreement nor the Quote, nor any related documents, create an exclusive right of the Customer to purchase products or services and goods from CRS. 

(g) Third Party Liability. CRS’s liability with respect to the quality of products or services and parts sold hereunder shall be limited to available actions and claims by the Customer. CRS shall not be responsible, under any circumstances, for any liability or claim by any customer, client, third party, or affiliate of Customer. CRS shall not be responsible for communicating directly with any customer, client, third party, or affiliate, of Customer for any reason, including but not limited to providing customer support or answering questions regarding the products and goods sold pursuant to the Quote. CRS SHALL HAVE NO SUCH LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT OR ON ANY STRICT LIABILITY THEORY.

2.        PROJECT SCHEDULE; LICENSES AND PERMITS

(a) Time is of the essence for completion of the services outlined in the Quote. Customer shall comply with scheduling information and other requests of CRS to complete work on time.

(b) Customer shall coordinate and cooperate with CRS and all other contractors, suppliers and/or materialmen so as not to delay the project.

(c) Should the Customer delay CRS, the project, suppliers, or any other contractors, the Customer will be responsible for any damages, claims, demands, liens, stop notices, lawsuits, attorney's fees, and/or any other costs or liabilities imposed on CRS connected with said delay by the Customer.

(d) In the instance of a delay caused by the Customer, CRS may, in its sole discretion and in addition to any other available remedies, deduct associated costs from the Customer in relation to the delay.

(e) Except for the local roofing permit, which shall be obtained by CRS at its sole cost and expense, Customer shall, at its sole cost and expense, obtain and maintain in good status all other licenses, permits, or other authorizations required by any state, federal, or local law, agency, governing body, or board, in connection with the project and this Agreement. Customer shall indemnify, defend, and hold harmless CRS from any claims, suits, judgements, fines, or costs arising out of Customer’s failure to comply with this section.

(f) It shall be the sole responsibility of the Customer to understand any and all applicable covenants, restrictions, or rules related to their property that may impact the products, services, or goods to be provided as part of the Quote, and that may be imposed by anyone other than the Customer, such as a Homeowners Association or other third party. In the event that any such covenants exist, the Customer shall provide notice of any requirements that CRS must comply with prior to preparation of the Quote. CRS shall not be liable for failure to comply with any such covenants, and the Customer shall indemnify, defend, and hold harmless CRS from any third party claims for violation of third party property rights and HOA requirements.

4.                  PRICING

(a) Price.  The Parties agree to be bound by the price for services to be rendered, or products to be delivered, as set forth and specified in the Quote and subject to the terms of this Agreement. The fees and any other amounts in the Quote do not include applicable tax. Quote prices do not include Federal, State or Local taxes, which will be imposed on the sale of our product unless a Sales Tax exemption certificate is provided. Customer agrees and understands that a Sales Tax may be imposed on the sale of our product even if a Sales Tax exemption certificate is provided, and, agrees to pay any Sales Tax imposed.

(b) Timing; Escalation Fees. All quotations are valid for the time specified on the Quote. Published prices are subject to change without notice. All prices set forth in the Quote for material and services are subject to change based on current market conditions at the time the services or materials are to be ordered and provided.   

5.                  CREDIT, PAYMENT TERMS and SERVICE CHARGES

(a) Payment; Purchase of Services and Materials. Customer agrees to pay CRS in accordance with the Quote and this Agreement.   VISA, Master Card and American Express may be an acceptable form of payment at the sole discretion of CRS. Contact CRS for conditions of credit card acceptance. Customer agrees to pay any processing or other fees associated with making payment by credit card.

(b) Late Payment; Penalties. In the event that payment is outstanding fourteen (14) days from the due date, CRS may provide written notice of past due payment and intent to enforce collection actions. The Customer acknowledges that CRS will authorize its legal counsel to take any and all available actions at law or equity against the Customer to collect any amounts owed pursuant to the Quote if any amount(s) are outstanding thirty (30) days from the due date. Additionally, all payments made more than thirty (30) days from the due date will be assessed a finance charge of 1.5% per month.  All payments made more than 30 days will be applied first to finance charges, and then to principal.  In the event that a Customer’s check is returned, all fees incurred by CRS shall be added to the Customer’s account balance and be due to CRS.  

(c) Billing Disputes/Discrepancies. Any discrepancies in billing will be reported in writing to CRS within ten (10) business days of receipt of the billing or CRS’s billing will be conclusively presumed to be ratified and adopted by the Customer.  All billings, even if disputed, are due and payable on the applicable due date per this Agreement.    In the event an account is placed for collection, Customer shall be responsible for all reasonable attorneys’ fees and costs incurred by CRS in securing payment. Until fully paid for, CRS expressly retains title to all materials to secure payment of purchase price and/or security interest in such materials under uniform commercial code.

6.   CHANGE ORDERS

(a Mutual Agreement; Addendum. Any alteration or deviation from the terms of the Quote or this Agreement shall not be effective unless mutually agreed upon by CRS and the Customer in writing and attached to the Quote as an addendum. Any change order must be submitted proposed to and approved by CRS and before the service is performed. Failure to have prior approval before performing the service could result in forfeiture of payment, in addition to any other remedies available to CRS.

(b) Payment; Change Orders. Customer agrees to pay CRS for any services or materials provided in connection with any change order in accordance with the terms of this Agreement and the Quote even if Customer is not paid or is awaiting payment from any third party including but not limited to another contractor or the project owner.

7.        INDEMNIFICATION

(a)   Customer’s Indemnification. To the fullest extent permitted by law, Customer shall defend, indemnify, and hold harmless CRS together with its members, affiliates, employees, officers, directors, agents, successors, heirs and assigns, at Customer’s sole cost and expense, from any and all claims, demands, actions, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys’ fees (including but not limited to personal injury, death, damage to personal or real property, recoveries, deficiencies, interest, penalties, fines, and legal fees), directly or indirectly arising from or in connection with: (i) Customer’s use, sale, or application of the products or services purchased from CRS; (ii) Customer’s negligence, misconduct, inaction, or violation of law in connection with the real property where the products and services are provided; (iii) the presence of Customer, family members, guests, tenants, invitees, pets, or other third parties in or around the work area; and (iv) Customer’s violation of any provision or requirement imposed by this Agreement or the Quote. This indemnity clause shall not apply to the extent a claim is caused by the sole negligence or willful misconduct of CRS. Customer’s duty to defend is independent of its duty to indemnify and shall apply immediately upon notice of a claim.

(b) Indemnification Procedures. In the event that CRS receives notice of a pending or threatening claim or lawsuit contemplated in subsection (a) above, CRS will notify the Customer within 10 days of being served with notice of a pending or threatening claim. Immediately upon receipt of the notice, the Customer hereby agrees to provide CRS with a complete legal defense, including  trial or settlement of such claims at its sole cost and expense. Without limiting the foregoing, CRS will assist and cooperate with the Customer, as requested by the Customer, at Customer’s expense (including CRS’s legal fees and related costs), in defending or settling the applicable claim(s). Alternatively, CRS may elect, in its sole discretion, to provide its own defense through CRS’s legal counsel at the sole cost and expense of the Indemnifying Parties, in which case monthly invoices for legal services and related costs shall be forwarded to the Indemnifying Parties for payment within thirty (30) days of each invoice. The Customer will pay all damages finally awarded by a court of competent jurisdiction to the third party claimant or any settlement amounts agreed by the Indemnifying Parties along with all fees, costs and expenses (including reasonable attorneys’ fees) incurred by CRS.

(c) Homeowner’s Insurance. Customer shall, at its sole cost and expense, maintain homeowner’s insurance in full force and effect during the term of this Agreement and shall promptly submit any claims that may be covered by such insurance. Customer shall cooperate fully with CRS and any insurer in the investigation, defense, and resolution of any claim subject to this Section. To the extent that the Customer’s existing insurance policies do not meet the requirements of CRS per this Agreement, Customer agrees to obtain any policy required by CRS and/or any third party at its sole cost and expense. 

8.        WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY.

(a) AS-IS; NO WARRANTY; DISCLAIMER. EXCEPT FOR A TWO (2) YEAR WARRANTY FOR WORKMANSHIP (AND, AN EXTENDED WARRANTY IF PURCHASED BY THE CUSTOMER) ALL GOODS AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND CRS DOES NOT MAKE ANY EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE PRODUCTS AND GOODS REFERENCED IN THE QUOTE , INCLUDING ANY WARRANTIES OR CONDITIONS OF QUALITY, RELIABILITY, COMPATIBILITY, PERFORMANCE, INTEGRITY OF DATA, SECURITY, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING. CRS FURTHER DOES NOT REPRESENT OR WARRANT THAT THE GOODS OR PRODUCTS WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT DATA LOSS (INCLUDING PACKET LOSS). SOME MATERIALS AND PRODUCTS MAY INCLUDE MANUFACTURER WARRANTIES, HOWEVER, CRS DOES NOT PROVIDE ANY WARRANTIES OTHER THAN AS SET FORTH IN THIS AGREEMENT AND THE QUOTE.

(b) Limitation of Liability – Type. To the maximum extent permitted by applicable law, neither party nor any of its affiliates, licensors or customers will have any liability to the other or any other person or entity under the Agreement for: (i) any indirect, reliance, incidental, special, punitive, exemplary or consequential damages; (ii) loss of revenue or profit, loss of or damage to data, business interruption, replacement or recovery costs (whether direct or indirect losses); or (iii) any third party breach or any other unauthorized access to the goods or products (except to the extent that such unauthorized access is directly attributable to our gross negligence or willful misconduct) (whether direct or indirect losses); in each case, whether arising from contract, equity, tort (including negligence or strict liability) or any other theory of liability, even if a party has been advised of the possibility of such damages, or they are foreseeable.

(c) Limitation of Liability - Amount. To the maximum extent permitted by applicable law, in no event will either party’s (including its licensors and Customers) total aggregate liability to the other party arising out of or related to the Agreement, whether in contract, tort or under any other theory of liability, exceed the total amount paid by you hereunder in the 12 months preceding the incident giving rise to the claim.

(d) Fair Allocation of Risk. The disclaimer of representations, warranties and conditions and limitation of liability constitute an essential part of the Agreement and reflect a fair allocation of risk between us. You acknowledge and agree that but for the disclaimer of representations, warranties and conditions and limitation of liability, neither CRS nor any of its licensors would enter into (including granting the rights granted in) the Agreement.

9.         GENERAL TERMS

(a) Notices. Notices sent to either Party will be effective when received by the other Party. Notices must be in writing and sent to the other Party’s address or email set forth in the Quote. You will notify us of any changes if your contact for notices changes.

(b) Construction. Except as otherwise provided in the Agreement, each of our rights and remedies under the Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of the Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect to CRS in the Agreement, means our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision.

(c) Independent Contractors. The Agreement does not create a partnership, agency, franchise, joint venture or employment relationship between the Parties. Our relationship to you is that of an independent contractor and neither of us will have, or will represent to any third party that it has, any authority to act on behalf of the other Party.

(d) Force Majeure. Neither you (except for payment due under the Agreement) nor us will be liable for delays caused by any event or circumstance beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.

(e) Severability. If any term or provision hereof be deemed unlawful, invalid, void or un-enforceable by a court of competent jurisdiction, either in its entirety or in a particular application, the remainder of the Agreement will nonetheless remain in full force and effect and the invalid, void or unenforceable portion will be severed from the Agreement.

(f) Applicable Law and Venue. The Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws principles. Any legal proceedings arising out of or relating to the Agreement will be subject to the jurisdiction of the courts sitting in Warren County, Pennsylvania, and the parties irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.

(g) Entire Agreement. The Agreement constitutes the entire agreement governing the purchase of goods and products or services set forth in the Quote and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral. The Agreement will not be modified except by written agreement of the Parties or by us to the extent set out in the Agreement.

(h) Waiver. Our failure to exercise or enforce any right or provision under the Agreement will not constitute a waiver of such right or provision.

(i) Assignment. Customer may not assign any part of the Agreement or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without the written consent of CRS’s designated officer. Any assignment in violation of this Section will be void. The Agreement will ensure to the benefit of, and be binding upon, each of us and each of our permitted successors and assigns.

(j) Electronic Execution. The Agreement may be executed in one or more counterparts (including electronically), each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

(k) Execution; Review by Counsel. The parties agree and understand that this Agreement is incorporated by reference in the Quote and that the parties are bound by the terms of the Agreement by execution of the Quote. The Customer further acknowledges and agrees that Customer has reviewed the Agreement and has had an opportunity to have the same reviewed by legal counsel.

(l) Termination of Project. In the event that the Customer violates any provision of this Agreement, CRS, at its sole discretion, shall have the right to terminate all services and delivery of materials/goods pursuant to the Quote until the violation is abated by the Customer. CRS shall retain any amount(s) paid by the Customer as liquidated damages. CRS hereby reserves the right to pursue any and all available claims against the Customer for violation of this Agreement, including but not limited to claims and law and equity for breach of contract.