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Terms and Conditions
Heidelberg Design & Build's Terms and Conditions
1. AGREEMENT.
The Purchase Order, Estimate, these Terms and Conditions, any special conditions, Owner's Policies, Design Standards, and Insurance Requirements (together, the "Agreement") along with Drawings, Specifications, addenda issued before issuance of the Agreement and any subsequently executed Change Order (together with the Agreement, the "Agreement Documents") shall govern the relationship between Heidelberg Design & Build, Inc. ("Contractor"), and Customer ("Owner"); (together, the Parties) for the project described in the Agreement.
2. EXECUTION OF THE WORK.
Contractor shall furnish all labor, material, services, tools, equipment, and fixtures necessary to perform and complete in a good and workmanlike manner the Work described in the Agreement. All Work shall be done in accordance with, all laws, ordinances, building codes, rules and regulations applying to the Work, including, but not limited to, the Americans with Disabilities Act, environmental regulations and the Occupational Safety and Health Act of 1970, as amended. Contractor shall have control over, and be solely responsible for, all means, methods and sequences for performing the Work.
3. SCHEDULE.
Work shall be commenced and completed within the time frames set forth in the Purchase Order or Estimate. Time is of the essence.
4. WARRANTIES.
Contractor warrants to Owner that all labor, materials, and equipment furnished under the Agreement are new (unless otherwise required or permitted by the Agreement Documents) and installed in a good and workmanlike manner and otherwise in accordance with the manufacturer's recommendations. Contractor further warrants that (i) it shall use sound construction principles and practices in the performance of the Work; and (ii) it shall apply to the Work a high degree of skill, care, judgment, and supervision to assure that the Work is performed properly and in accordance with this Agreement. Work has a warranty of 6 months following completion.
5. WARRANTY EXCLUSIONS.
(i) Alterations to the Work not performed by the Contractor; (ii) abuse of, or damage to, the Work caused by third parties; (iii) improper use of materials or final product other than for its intended purpose by third parties; (iv) the Owner's failure to properly operate or maintain the Work; and (v) normal wear and tear.
6. SUPERVISION.
Contractor shall provide a competent manager for the Project, who shall be at the Site and working on the Project for layout, direction, coordination, sequencing, and all other required activities, for the entire duration of and until final acceptance of the Work.
7. CONTRACT PRICE AND PAYMENT.
Contract Price and Payment draw schedule pursuant this Agreement, shall be completed as set forth in the Purchase Order or Estimate.
8. LIEN.
This Agreement creates a lien against Owner's property to secure payment. Contractor shall furnish Owner appropriate releases or waivers of lien for all work performed or materials provided at the time the next periodic payment shall be due. Costs to file a mechanic's lien will be paid by Owner for failing to pay the agreed amount upon.
9. CHANGES IN THE WORK.
The Agreement may only be modified by written change order signed by both Owner and Contractor, and Contractor shall have no claim for any extra or additional work unless such work is clearly authorized in writing by Owner before such extra or additional work is performed. Contractor acknowledges that it waives all claims for extra charges for extra or additional work Contractor performs without prior written authorization from Owner.
10. INSURANCE.
Contractor warrants that it is adequately insured for injury to its employees and others incurring loss or injury because of the acts of Contractor or its employees or sub-contractors.
11. NOTICES.
All notices shall be made to the parties at their respective addresses as set forth in the Agreement.
12. ATTORNEYS' FEES.
If either party asserts a claim, or commences legal action, under or in connection with the Agreement Documents, the prevailing party in such dispute shall be entitled to recover its reasonable attorneys' fees and costs, including, without limitation, attorneys' fees and court costs incurred at the trial and appellate levels, and in any bankruptcy, reorganization, insolvency, or other similar proceedings.
13. JURISDICTION.
The Agreement shall be governed by, and construed in accordance with, the laws of Maryland. Owner and Contractor agree that any dispute between Owner and Contractor shall be resolved in the Circuit Court of the County of Maryland, and the parties stipulate to the jurisdiction and venue of such court.
14. OWNER'S RESPONSIBILITIES
1) Owner warrants that he/she is the owner of the premises where the job is to be performed, or that he/she otherwise has the full authority of the premises owner to engage Contractor to perform the job described in this agreement.
2) Owner understands and acknowledges that Contractor needs water, electricity, and access to bathroom to perform the contracted job, and Owner therefore agrees to provide water, electricity, and access to bathroom, during working hours as long as the job lasts.
3) Owner agrees to keep doors to the premises unlocked and accessible so that the Contractor and his employees can enter and exit the premises safely and timely.
4) Owner agrees to keep the alarm off during the day so that Contractor can enter and exit the building safely and timely.
5) Owner understands and acknowledges that the application of floor coatings may involve noise and fumes. Owner agrees to defend, indemnify, and hold harmless Contractor against any claims made by any person for injuries or other damages arising out of the application of floor coatings.
6) Owner understands and acknowledges that the application of a coating to a floor may result in small splashing and other related damages to walls and baseboards. Contractor shall not be responsible for painting walls or baseboards during or after the job. Contractor agrees to cover walls up to 2 ft and to act responsible and carefully with walls and baseboards, but some small splashing may occur.
2) Owner understands and acknowledges that Contractor needs water, electricity, and access to bathroom to perform the contracted job, and Owner therefore agrees to provide water, electricity, and access to bathroom, during working hours as long as the job lasts.
3) Owner agrees to keep doors to the premises unlocked and accessible so that the Contractor and his employees can enter and exit the premises safely and timely.
4) Owner agrees to keep the alarm off during the day so that Contractor can enter and exit the building safely and timely.
5) Owner understands and acknowledges that the application of floor coatings may involve noise and fumes. Owner agrees to defend, indemnify, and hold harmless Contractor against any claims made by any person for injuries or other damages arising out of the application of floor coatings.
6) Owner understands and acknowledges that the application of a coating to a floor may result in small splashing and other related damages to walls and baseboards. Contractor shall not be responsible for painting walls or baseboards during or after the job. Contractor agrees to cover walls up to 2 ft and to act responsible and carefully with walls and baseboards, but some small splashing may occur.
15. CONTRACTOR'S RESPONSIBILITIES
1. Contractor agrees to remove all left-over materials, debris and leave the work area in broom clean condition.
2. The terms of this agreement are contractual in nature and not a mere recital. Should any provision or term of this agreement be deemed void or unenforceable as a matter of law or public policy by a court of competent jurisdiction, then the rest of the agreement shall remain in full force and effect.
3. Owner acknowledges and represents that no promise, inducement, or agreement not expressed herein has been made to him/her and that this is the entire agreement and understanding between the parties.
4. Contract is not transferable.
5. In the event Owner fail to pay any periodic or installment payment due hereunder, Contractor may cease work without breach pending payment or resolution of any dispute.
6. Contractor shall not be liable for any delay due to circumstances beyond its control including strikes, casualty, act of God, force majeure, or general unavailability of materials.
7. Owner agrees that in the event he/she defaults on payment or otherwise breaches this contract, Owner shall pay Contractor's reasonable attorney's fees regardless of whether the matter goes to trial, and the costs of all legal proceedings or collection.
8. Contractor shall not be obligated under this Agreement to defend, hold harmless or indemnify Owner for claims arising from the part or sole negligence of the Owner or arising from the willful misconduct of Owner.
2. The terms of this agreement are contractual in nature and not a mere recital. Should any provision or term of this agreement be deemed void or unenforceable as a matter of law or public policy by a court of competent jurisdiction, then the rest of the agreement shall remain in full force and effect.
3. Owner acknowledges and represents that no promise, inducement, or agreement not expressed herein has been made to him/her and that this is the entire agreement and understanding between the parties.
4. Contract is not transferable.
5. In the event Owner fail to pay any periodic or installment payment due hereunder, Contractor may cease work without breach pending payment or resolution of any dispute.
6. Contractor shall not be liable for any delay due to circumstances beyond its control including strikes, casualty, act of God, force majeure, or general unavailability of materials.
7. Owner agrees that in the event he/she defaults on payment or otherwise breaches this contract, Owner shall pay Contractor's reasonable attorney's fees regardless of whether the matter goes to trial, and the costs of all legal proceedings or collection.
8. Contractor shall not be obligated under this Agreement to defend, hold harmless or indemnify Owner for claims arising from the part or sole negligence of the Owner or arising from the willful misconduct of Owner.