Work Voucher Terms and Conditions
1. Price. The Price is subject to increases and decreases as provided in this Agreement, and is exclusive of costs for any permits, fees, assessments, and charges required by any public body and/or utility.
2. Late Payment. Payments due but unpaid shall bear interest from the date payment is due at 1.5% per month or part thereof.
3. Permits. Contractor shall obtain, at Customer’s expense, applicable electrical permits and inspections. Unless otherwise agreed in writing, Customer shall be responsible to obtain all other necessary building or governmental permits, licenses, and inspections required for the Work.
4. Material Price Increases. Customer acknowledges and agrees that in the event of an increase in the cost of materials after execution of this Agreement occasioned through no fault of Contractor, the Price can be increased by a corresponding amount. Contractor shall promptly notify Customer of any such increase and, if requested by Customer, shall provide evidence of the additional materials cost.
5. Changes. Customer shall have the right to make changes, additions, and deletions within the general scope of the Work, which shall be considered changed work. Any work not expressly set forth in the Scope and/or Plans and Specifications and changes necessary to comply with building codes or similar regulations shall be considered changed work. Contractor shall be entitled to additional compensation and time for performance for changed work. Changed work must be agreed to in writing to be enforceable against Contractor. Should Contractor perform any changed work at Customer’s direction, however, Contractor shall be entitled to additional compensation and time for such work.
6. Warranty. Contractor warrants its workmanship for one year after the date of substantial completion and, on written notice from Customer to Contractor delivered promptly after such defect arises, will repair any substantial defect arising during such period without any labor charge to Customer. Contractor’s warranties do not cover materials or labor supplied by Customer; defects arising due to existing or Customer-created conditions; and parts, which shall be subject to any manufacturer’s warranty. The warranties given hereunder shall have no force and effect until the Contractor has received full payment of the Price, as adjusted.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS THE WARRANTIES OF GOOD WORKMANSHIP, HABITABILITY, FITNESS OF PURPOSE, AND MERCHANTABILITY. NO AGENT OR REPRESENTATIVE OF CONTRACTOR IS AUTHORIZED TO MAKE ANY REPRESENTATION OR PROMISE ON BEHALF OF CONTRACTOR OTHER THAN THOSE CONTAINED HEREIN.
7. Unanticipated Conditions. Customer shall inform Contractor of any unusual conditions existing at the Property prior to execution of this Agreement. Any expense incurred as a result of undisclosed/unanticipated conditions and concealed damage is not included in the Price shall be considered change work under Section 5.
8. Customer’s Obligations. The Customer shall provide: (a) unhindered access to the Project; (b) information as follows: (i) a description of the physical characteristics of the site, including data or drawings depicting existing conditions, reports, and investigations; (ii) tests, inspections and other reports dealing with environmental matters, hazardous materials, and other existing conditions; and (iii) any other information or services requested in writing by Contractor that are relevant to Contractor’s performance of the Work; (c) all engineering services reasonably required by the Plans and Specifications, unless otherwise stated on Page one; and (d) the location of utilities and exact property boundaries, and Customer shall hold Contractor harmless for any disputes or errors related thereto. Customer is responsible to supply water, gas, sewer, and electrical utilities unless otherwise agreed to in writing. Customer, or Customer’s architect/engineer, shall promptly respond to all requests for information (“RFIs”) seeking clarification or explanation of the Plans and Specifications. Should the RFI response modify the Plans and Specifications, such modification shall be considered changed work under Section 5.
9. Insurance. Customer shall procure and maintain, at its sole expense, a standard policy of Builder’s Risk insurance covering all construction and improvements related to the Project in the amount of the Price on a replacement cost basis.
10. Termination of Contract. In the event Customer fails to comply with any of the provisions herein, Contractor can terminate this Agreement, retain any payments received, and pursue any other available legal or equitable remedy. In such event, Contractor shall be relieved of any further obligation under this Agreement.
11. Indemnity. To the fullest extent permitted by law, Customer shall defend, indemnify, and hold Contractor harmless, its Customers, officers, directors, or shareholders, subcontractors, anyone employed directly or indirectly by any of them, and anyone for whose acts Contractor might be liable from all claims for bodily injury and property damage, other than for property insured by Contractor, except to the extent of the negligence of Contractor or those for whom it is found responsible.
12. Waivers and Limitations. Contractor and Customer agree to waive all claims against each other for any consequential damages that might arise out of or relate to this Agreement. Contractor and Customer agree that any damages for which Contractor might be adjudged liable to Customer shall not exceed the Price, as adjusted. Contractor and Customer agree that all their respective obligations and remedies related to the project, except for statutory liens, arise from the terms of this Agreement and therefore foreclose any and all tort claims, and any claims for property damage related to this Agreement shall sound in contract. Contractor and Customer agree that no claim or action of any character arising from or related to this Agreement, or the performance thereof, shall be commenced by either party against the other more than two years after final completion or cessation of the Work.
13. Dispute Resolution; Venue; Attorneys Fees. All disputes arising out of or relating to this Agreement shall, at Contractor’s sole option, be decided by binding arbitration. Contractor’s option to elect arbitration shall exist regardless of whether it is asserting or defending the matter in dispute. Third parties can be joined in the arbitration upon the motion of either party. This Agreement shall be governed by Oregon law. Venue shall be at the location of the Project or as otherwise mutually agreed. The prevailing party shall be entitled to recover its reasonable attorneys fees, costs, and expenses incurred for any collections and during any arbitration, trial, or appeal.
14. Sales/Use Taxes. Customer is responsible for any and all sale or use tax incurred on the work performed.
15. Goods. With respect to the provision of Goods, all parties to this Agreement shall be deemed “Merchants” under the applicable Uniform Commercial Code and the Parties agree that the Uniform Commercial Code applies to the applicable transaction.
16. Final Agreement/Competing Terms. This document is the entire, final, and complete understanding of the parties with respect to the transaction contemplated herein, and supersedes and replaces all prior and contemporaneous agreements, both written and oral. Any proposal by Customer for additional or different terms, which are the subject of this Agreement, or other attempt by Customer to vary the terms hereof is objected to and rejected by Contractor. No modification to this Agreement shall be affected by acknowledgment, acceptance, other confirmation, or the contract on Customer’s forms containing different terms and conditions.
17. Severability. If any provision of this Agreement shall at any time be held to be invalid or unenforceable, in whole or in part, for any reason, then such provision shall remain in effect and enforceable to the fullest extent it can be validly construed under applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.