The terms and conditions of this Agreement and any attached pages are an important part of this Agreement and are hereby incorporated by reference and accepted by the CUSTOMER. The Agreement page these General Terms and Conditions (collectively the "Agreement"), are intended by Michigan Fire Sprinkler and the CUSTOMER as a final expression of their Agreement and as a complete and exclusive statement of the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between Michigan Fire Sprinkler and the CUSTOMER, written or oral, and shall constitute the sole terms and conditions of sale for all equipment and Work. Any provisions printed or otherwise, at variance with the Agreement that may appear on any acknowledgement, purchase order or other form used by the CUSTOMER, such provisions being expressly rejected, do not bind Michigan Fire Sprinkler. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Michigan Fire Sprinkler unless made in writing and signed by an officer of Michigan Fire Sprinkler. All work to be performed by Michigan Fire Sprinkler will be performed during normal working hours of normal working days (8:00 a.m. - 5:00 p.m., Monday through Friday, excluding Michigan Fire Sprinkler’s holidays), as defined by Michigan Fire Sprinkler, unless additional times are specifically described in a special provision to this Agreement.
This Agreement does not cover systems, equipment, components, or parts which are below grade, behind walls or other obstructions or exterior to the building, electrical wiring, piping, or system upgrades.
The CUSTOMER further agrees to:
· Provide Michigan Fire Sprinkler access to the site,
· Supply suitable electrical service, heat, heat tracing, and adequate water supply,
· Provide a safe work environment,
· To make payments as provided in this Agreement.
The CUSTOMER represents that, except to the extent that Michigan Fire Sprinkler has been given written notice of the following hazards prior to the execution of this Agreement, to the best of the CUSTOMER's knowledge there is no:
· "Permit confined space," as defined by OSHA,
· Risk of infectious disease,
· Need for air monitoring, respiratory protection, or other medical risk,
· Asbestos, asbestos-containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation, or other structural components of the area of any building where work is required to be performed under this Agreement.
All of the above are hereinafter referred to as "hazardous conditions".
Michigan Fire Sprinkler shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Michigan Fire Sprinkler during the course of Michigan Fire Sprinkler’s work, the discovery of such materials shall constitute an event beyond Michigan Fire Sprinkler’s control and Michigan Fire Sprinkler shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by the CUSTOMER, and the CUSTOMER shall pay disruption expenses and re-mobilization expenses as determined by Michigan Fire Sprinkler.
The CUSTOMER shall indemnify and hold Michigan Fire Sprinkler harmless for any damages resulting from the exposure of workers to hazardous conditions, including damages for bodily injury and/or property damage, any consequential or indirect damages, and any attorneys' fees and expert costs incurred in connection with any such event, whether the CUSTOMER pre-notifies Michigan Fire Sprinkler of the existence of said hazardous conditions.
This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered. Said materials shall always remain the responsibility and property of the CUSTOMER. Michigan Fire Sprinkler shall not be responsible for testing, removal, or disposal of such hazardous materials.
If the Customer fails to make any payment when due, Michigan Fire Sprinkler shall have the right, at Michigan Fire Sprinkler’s sole discretion, to stop performing any Work until the account is current. The Customer's failure to make payment when due is a material breach of this agreement.
MICHIGAN FIRE SPRINKLER WARRANTS THAT ITS WORKMANSHIP AND MATERIAL FURNISHED UNDER THIS AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FURNISHING.
Where Michigan Fire Sprinkler provides product or equipment of others, Michigan Fire Sprinkler will warrant the product or equipment only to the extent warranted by such third party.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, MICHIGAN FIRE SPRINKLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WORK PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. MICHIGAN FIRE SPRINKLER MAKES NO WARRANTY OR REPRESENTATION AND UNDERTAKES NO OBLIGATION TO ENSURE BY THE WORK PERFORMED UNDER THIS AGREEMENT.
It is understood and agreed by the CUSTOMER that Michigan Fire Sprinkler is not an insurer and that insurance covering personal injury and property damage on the CUSTOMER's premises shall be obtained by the CUSTOMER; that the Customer agrees to look exclusively to the Customer's insurer to recover for injuries or damage in the event of any loss or injury; that the amounts payable to Michigan Fire Sprinkler hereunder are based upon the value of the Work and the scope of liability set forth herein; and that Michigan Fire Sprinkler is not guaranteeing that no loss will occur.
Michigan Fire Sprinkler and the CUSTOMER agree that it is impractical and extremely difficult to fix actual damages which may arise due to the faulty operation of the System(s) or failure of any Michigan Fire Sprinkler device or failure to perform, or negligent performance of Work; if, notwithstanding the above provisions, there should arise any liability on the part of Michigan Fire Sprinkler, such liability shall be limited to an amount equal to the Agreement price. Where this Agreement covers multiple sites, liability shall be limited to the amount of the Agreement price allocable to the site where the incident occurred. Such sum shall be complete and exclusive and shall be paid and received as liquidated damages and not as a penalty. If the Customer desires Michigan Fire Sprinkler to assume greater liability, the parties shall amend this agreement by attaching a rider setting forth the amount of additional liability and the additional amount payable by the Customer for the assumption by Michigan Fire Sprinkler of such greater liability, provided however that such rider shall in no way be interpreted to hold Michigan Fire Sprinkler as an insurer. IN NO EVENT SHALL MICHIGAN FIRE SPRINKLER BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. MICHIGAN FIRE SPRINKLER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE SYSTEM(S) TO PERFORM.
The CUSTOMER shall name Michigan Fire Sprinkler, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insured on the CUSTOMER's general liability and auto liability policies.
The CUSTOMER agrees to indemnify, hold harmless and defend Michigan Fire Sprinkler against any and all losses, damages, costs and expenses including reasonable defense costs, arising from any and all third party claims for personal injury, death, property damage or economic loss, arising in any way from any act or omission of the Customer or Michigan Fire Sprinkler relating in any way to this Agreement, including but not limited to the Work under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Michigan Fire Sprinkler reserves the right to select counsel to represent it in any such action.
Michigan Fire Sprinkler shall not be responsible for failure to render Work due to causes beyond its control, including but not limited to work stoppages, fires, civil disobedience, riots, rebellions, acts of God, or any other cause beyond the control of Michigan Fire Sprinkler.
The CUSTOMER does hereby, for itself and all others claiming for it under this Agreement, release, and discharge Michigan Fire Sprinkler from and against all hazards covered by the CUSTOMER's insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against Michigan Fire Sprinkler.
It is agreed that no suit or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement.
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement to an affiliate without obtaining the other party's consent.
Michigan Fire Sprinkler may fill out an installation report and, where applicable, Michigan Fire Sprinkler may submit a copy thereof to the local authority having jurisdiction. The report is not intended to imply that no loss will occur. Final responsibility for the condition and operation of the System and equipment and components lies with the CUSTOMER.
Michigan Fire Sprinkler may enter the Customer's premises at all reasonable times to perform the Work under this Agreement.
Michigan Fire Sprinkler shall not be liable or responsible for the adequacy or condition of the water supply.
If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision.
Michigan Fire Sprinkler shall be entitled to recover from the Customer all reasonable legal fees incurred in connection with Michigan Fire Sprinkler enforcing the terms and conditions of this agreement.
2005 Michigan Fire Sprinkler LLC Printed in U.S.A.
All specifications and other information shown were current as of publication and are subject to change without notice.