Terms and Conditions:
Except as may otherwise be specifically provided by separate written agreement signed by an authorized agent of Doral Corporation (“Seller”), the details of this proposal as written on the face hereof and the terms and conditions set forth below constitute the entire agreement between Buyer and Seller. The Buyer, or his or her authorized agent expressly assents and agrees to the following terms and no other terms or conditions shall be of any force or effect.
1. This proposal will remain in effect for 30 days.
2. AS REQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAW , SELLER HEREBY NOTIFIES BUYER THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR SERVICES PERFORMED ON BUYER’S LAND MAY HAVE LIEN RIGHTS ON BUYER’S LAND AND BUILDINGS IF NOT PAID. THOSE ENTITLED TO LIEN RIGHTS IN ADDITION TO THE UNDERSIGNED SELLER ARE THOSE WHO CONTRACT DIRECTLY WITH THE BUYER OR THOSE WHO GIVE THE BUYER NOTICE WITHIN SIXTY (60) DAYS AFTER THEY FIRST FURNISH LABOR OR MATERIALS ACCORDINGLY BUYER WILL PROBABLY RECEIVE NOTICE FROM THOSE WHO FURNISH LABOR OR MATERIALS AND SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO THE MORTGAGE LENDER IF ANY. SELLER AGREES TO COOPERATE WITH THE BUYER AND THE LENDER IF ANY TO SEE THAT ALL POTENTIAL LIEN CLAIMANTS ARE DULY PAID.
3. The price quoted does not include Seller’s employees working overtime unless specifically stated. Any work authorized by Buyer prior to or after the normal work shift or on Saturday, Sunday or holiday will be charged as an extra at Seller’s cost plus insurance and taxes. No overtime will be worked unless specially authorized by Buyer.
4. The quoted prices are based on the present hourly wage rates of the AFL-CIO Building Trades Union in the areas where the job is performed. In the event of an increase or decrease in wage rates, or if bonus payments are required, a price adjustment shall be made based on Seller’s actual number of hours worked from the effective date of the increase or decrease.
5. The amount of any state sales or use tax or other similar charge upon the production sale, shipment and/or installation of goods or services sold hereunder, now or hereafter imposed by any federal state or municipal government, shall be added to the price herein quoted, and shall be paid by the Buyer.
6. Unless otherwise specifically stipulated, the Buyer will make all necessary openings and close said openings with no cost to us. Grouting and grouting material, unless specifically stated, shall be furnished by other. We are to perform no utility work unless specifically stated in the proposal.
7. The Buyer shall provide, without cost to us, an adequate staging area and storage space for any tools, equipment, etc., as may be necessary during the course of performing the work covered by this proposal.
8. Fires, floods, strikes, work stoppages, labor shortages, accidents, transportation embargoes or delays, failure or shortages of materials or machinery ordinarily used by Seller acts regulations or priorities of federal , state or local government and agencies, or any other causes of the same or of a different general nature which are beyond the control of seller shall excuse the delay, reduction, suspension or failure in providing goods or services required by this proposal. In the event of any such contingency, Seller may, at its option, cancel the accepted proposal or the portion thereof as to which such failure or delay shall apply or may complete work or make delivery within a reasonable them after removal of the contingency and may also at Seller’s option extend the times for all subsequent work or deliveries by the duration of the contingency. Seller shall not be liable for any damages the Buyer incurs that are caused by a delay in the completion of the work to be performed under this proposal.
9. Seller is covered by insurance and will be pleased to furnish certification of such insurance upon request. Should the Buyer require additional insurance it will be acquired upon written request and shall be billed at Seller’s cost and paid for by Buyer as an extra.
10. Buyer represent that Buyer is solvent and can and will pay for the goods or services provided to Buyer in accordance with the terms of this proposal. The terms of payment for any work covered by this proposal shall be net cash upon completion of work, except at Seller’s sole discretion. Seller may submit invoices for partial payment as the work under this proposal progresses. Such partial invoices are due upon receipt. Seller retains the right to require full payment in advance if in Seller’s sole discretion the financial position of the Buyer so requires. All past due invoices shall be subject to interest at a rate of 1.5% per month.
11. In the event Buyer defaults in any payment obligation, Seller may, without prejudice to the other remedies, either suspend further work until the default is corrected or, at price of all goods and services provided and all damages sustained. Any such failure to make payments at the times provided shall be a complete bar to any claim by Buyer for delay in completion of the work.
12. All claims for moneys due or to become due to Buyer shall be subject to deduction for any setoff or counterclaim Seller may have against Buyer arising out of this or any other of Seller’s accepted proposals, purchase orders or acknowledgments with Buyer.
13. In the event that Buyer breaches the terms and conditions set forth in this proposal, Seller shall entitled to recover all costs incurred in pursuing further action to enforce any of the terms or conditions of this proposal, including Seller’s actual attorneys’ fees.
14. No employee or agent of the Buyer shall have the right to modify or change the terms or conditions of this proposal without prior written approval by an authorized officer of the Seller.
15. Buyer shall not assign any rights or claims under this proposal, or arising out of, in connection with or resulting from this proposal, or for any breach thereof, without prior written consent of Seller. Any such attempted assignment shall be void.
16. In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Buyer, the inability of Buyer to meet its debts as they become due, or in the event of the appointment, with or without Buyer’s consent, of its sole option to cancel any unfilled or uncompleted part of any accepted proposal, purchase order or acknowledgment without any liability whatsoever.
17. The proposal and any contract arising hereunder shall be governed by the laws of the State of Wisconsin and shall be subject to the exclusive venue and jurisdiction of the Milwaukee County Circuit Court. The Buyer waives any objection that it might have a venue or jurisdiction of such court and consents to service of process by registered mail, return receipt requested.
18. It is a condition of this proposal that any provisions printed or otherwise contained in Buyer’s proposal or acknowledgment or invoice that are inconsistent with or in addition to the terms and conditions of the proposal and any alteration of this proposal shall have no force or effect unless they are agreed to in writing by a duly authorized officer of the Seller. This proposal contains the entire agreement of the parties, and failure of either party to enforce any of its rights shall not constitute a waiver of such rights or of any other rights.
19. Seller makes no warranty, express or implied with respect to the goods or services provided hereunder and all implied warranties of merchantability and fitness for a particular purpose are hereby disclaimed by seller and excluded from this agreement, excepting that the goods and services shall be of seller’s standard quality in the event that any goods or services are not of such quality seller may replace or reimburse for the same after notice of a claim seller’s liability shall be limited to the invoice price of any so defective goods or services that it does not replace specifically seller shall not be responsible for the suitableness of the goods or services for any particular use of for any loss resulting from the inherent characteristics or quality of goods or services in no event shall seller be liable for any lost profits incidental indirect, special or consequential damages under any circumstances, or for expenses occasioned by the use of defective products, seller’s liability of any claim of any kind of any loss or damage arising out of or in connection with or resulting from this proposal or from the performance or breach thereof, including direct damages, shall not exceed the amount of the proposal. This limitation of seller’s liability will apply regardless of the form of action, whether in contract or tort, including negligence.