Terms & Conditions
Applicability.
(a) These terms and conditions for services (these "Terms") are the only terms that govern the provision of services and any provision of goods by INTEGRATED MODULAR CONSTRUCTION LLC. ("Service Provider") to the customer which accepted the accompanying Quotation ("Customer").
(b) The accompanying Quotation (the "Quotation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Quotation, these Terms shall govern unless the Quotation expressly states that the terms and conditions of the Quotation shall control.
(c) These Terms prevail over any of Customer's general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.
Services. Service Provider shall provide the goods and services to Customer as described in the Quotation (collectively, the "Services") in accordance with these Terms.
Customer's Obligations. Customer shall: (i) cooperate with Service Provider in all matters relating to the Services and provide such access to Customer's premises, and such office accommodation and other facilities as may reasonably be requested by Service Provider, for the purposes of performing the Services; and (ii) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement.
Customer's Acts or Omissions. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Payment Terms; Interest on Late Payments.
(a) Service Provider shall issue invoices to Customer and Customer shall pay all invoiced amounts due to Service Provider within 30 days after Customer's receipt of such invoice except for new building purchase which are due prior to delivery. All payments hereunder shall be in US dollars and made by check or wire transfer.
(b) In the event payments are not received by Service Provider within 30 days after becoming due, Service Provider may: (i) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.
Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.
Confidential Information. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of the Service Provider. Service Provider shall be entitled to injunctive relief for any violation of this Section.
Representation and Warranty. Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. EXCEPT FOR THE WARRANTY JUST SET FORTH, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Indiana.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Indiana in each case located in the City of Indianapolis and County of Marion, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Technical Clarifications
Only those items specifically shown in this proposal are included in this proposal. Any item/s not specifically shown in this proposal is excluded.
The pricing provided in this proposal is based upon the use of Non-Union Labor.
All dimensions provided are nominal unless otherwise noted.
Work to be performed during normal working hours unless noted.
Price includes NO hours of safety training, if required figure 100 an hour per man.
Site must be level; +/- 6” change in grade over the entire envelope of the building or additional costs will apply
Units must be able to be moved by over the road trucks. Not responsible for unmarked utilities.
Integrated Modular Construction reserves the right to substitute materials that are equal to or better than that specified.
For the purpose of inspection and acceptance, Customer shall inspect and accept the modular building within 48 hours following substantial completion at the project site, at which time the Customer shall provide Integrated Modular Construction with notice of defects and other proper objections to the facility.
When renting Customer is responsible for normal and routine maintenance, such as changing HVAC filters, light bulbs, janitorial services and other minor repairs.
Integrated Modular Construction assumes the minimum required distance from any and all assumed and/or common property lines, all structures on-site and/or all proposed structures on-site. The proposed modular building does not include interior, exterior and/or corridor fire rate assemblies.
Integrated Modular Construction is not responsible for any and all subsurface and/or pre-existing environmental conditions, to include hazardous substances as defined under any environmental law, rule or regulation, discovered in, on or about the project site. All obligations and responsibilities related to such subsurface and/or pre-existing environmental conditions of or at the project site shall be the sole responsibility of the Customer. Integrated Modular Construction shall be entitled to an appropriate extension of time necessary for the Customer to fulfill its obligations related to such subsurface and/or environmental matters, and compensable damages.
Delivery of the modular building described in this Proposal is subject to delays in manufacturing or delivery due to fire, flood, wind storm, riot, civil disobedience, strike, failure to secure materials from the usual source of supply, Acts of God or any other circumstances beyond Integrated Modular Construction’s control which shall prevent the manufacturing of equipment or the making of deliveries in the normal course of business.
Contractual Clarifications
Any contractual undertaking resulting from this proposal must be approved in writing by an authorized representative of Integrated Modular Construction in order to be valid.
Integrated Modular Construction’s proposal and any subsequent agreement are based on the terms and conditions of the Integrated Modular Construction Sale Agreement, incorporated herein by reference.
Integrated Modular Construction reserves the right to review any terms and conditions that are in addition to or different from those contained in the Sale Agreement, prior to acceptance of award.
In the event of conflict, the contents of the Integrated Modular Construction Proposal and the Sale Agreement shall supersede any and all other documents, contracts and agreements.
Integrated Modular Construction’s proposal (inclusive of drawings), in its entirety, shall be included and made part any agreement resulting from such proposal.
In the event of early occupancy prior to substantial completion, the Customer shall be responsible for all property damage, injury, and deaths that may result from said occupancy, and indemnify the Seller for the same.
Integrated Modular Construction’s proposal is valid for thirty (30) days.
This proposal and pricing exclude all taxes, bonding and insurance.
