- PARTIES: “R. W. LaPine” shall mean R. W. LaPine, Inc., and Customer shall mean any entity or person entering into a contract with R. W. LaPine, or requesting R. W. LaPine to perform any services, labor, materials or work.
- ACCEPTANCE: All transactions between R. W. LaPine and Customer are exclusively governed by these General Terms and Conditions,, along with the terms and conditions stated on R. W. LaPine’s quotes, proposals, estimates, contracts, agreements, invoices, statements, work orders, purchase orders, including any subsequent amendments or change orders (collectively the “Proposal” and/or “Contract”), issued by R. W. Lapine (collectively referred to as the “Terms and Conditions”). By accepting the Proposal, entering into a Contract, or otherwise requesting R. W. LaPine to perform services, labor, materials or work, Customer accepts all Terms and Conditions except as otherwise agreed to by R. W. LaPine and Customer in writing. R. W. LaPine objects to and rejects any other terms and conditions that may be proposed by Customer or that appear on or are referenced in Customer’s purchase order or other documents. Customer acknowledges and agrees that these Terms and Conditions, are incorporated in, and are a part of, each quote, proposal, estimate, contract, agreement, invoices, statement, work order, purchase order, amendment, change order, specification and any other document, whether expressed verbally, in written or electronic form, relating to the materials, labor, services and/or work to be provided by R. W. LaPine to Customer, and that any contract between the parties is made conditional upon the incorporation of these Terms and Conditions into the contract. Customer shall be deemed to have accepted the contract including the Terms and Conditions in their entirety without modification. Any additions to, changes in, modifications or revisions to the applicable Terms and Conditions shall require the written consent of an authorized representative of R. W. LaPine.
- SCOPE OF SERVICES: The specific work to be performed by R. W. LaPine on behalf of Customer shall be as described in and authorized by the Proposal (“Work”). Any changes in the Work or additional services performed by R. W. LaPine for Customer at Customer’s request shall be in writing and shall also be subject to these Terms and Conditions, except as otherwise provided and acknowledged by R. W. LaPine in writing.
- MAINTENANCE PROJECTS: To the extent R. W. LaPine provides scheduled, regular, or repeated maintenance of an existing plumbing or mechanical system, the “Contract” shall be deemed to include all maintenance work furnished by R. W. LaPine to Customer, and all maintenance shall be deemed the “Improvement” as defined by the Michigan Construction Lien Act, MCL 570.1101 et seq. (“CLA”), for the purposes of determining R. W. LaPine’s last date of furnishing labor or materials for the Improvement, regardless of whether the maintenance was performed pursuant to separate work orders. Maintenance work shall be considered to be performed pursuant to a single Contract only for the purpose of establishing the last date of furnishing under the CLA.
- CHANGES IN WORK: No changes in the Work and/or the Price may be made except by written pre-numbered change order form issued and signed by an authorized employee of R. W. LaPine, and signed by the Customer. The change order must set forth a detailed description of the change, addition or deletion, and the related costs/credit to be charged/credited to the Customer. The change order must be executed prior to the commencement of the Work being changed, added, or deleted. Customer agrees to pay any increase in the price resulting from an accepted change order. R. W. LaPine will not be obligated to perform any changes unless Customer agrees in writing to the changes, and any increase in the price which becomes necessary as a result thereof. However, the Customer’s failure to sign a change order shall not in any way excuse the Customer from paying for the requested change, addition or deletion. The contract price shall be adjusted to reflect any additions or deletions that result from change orders. However, any changes or alterations that may be required by any public agency or inspector may be completed by R. W. LaPine, and shall be paid for by Customer without the necessity of Customer’s prior approval. If Customer and R. W. LaPine, agree to changes which increase the contract price, the amount by which the contract price was increased shall be due and payable by Customer to R. W. LaPine, within 10 days of the signing of the work order for the change. Any decrease in the contract price as a result of a change order shall reduce the total contract price to be paid by Customer.
- Proposal Expiration / Adjustments in Price: Written proposals and quotations are valid for a period of thirty (30) days unless otherwise specified by R. W. LaPine. Certain markets providing essential materials to the Project are experiencing or are expected to experience significant, industry-wide economic fluctuation during the performance of this Contract that may impact price, availability, and delivery time frames. In the event material costs increase by more than 15% over the costs at the time the Contract is executed, R. W. LaPine may notify Customer in writing and declare an equitable adjustment to the Contract price and provide appropriate documentation substantiating such adjustment. Customer shall have five (5) days to object to the price increase and in the event of an objection, the parties may mutually terminate the Contract.
- PAYMENT: Payment is due within 30 days of receipt of any invoice and may be paid by cash, card, or check. After the due date of the invoice, a time price differential finance charge of 1½% per month (which is an annual percentage rate of 18%) or the maximum amount permitted under law, if less, will be added to past due balance. Customer agrees to pay all costs and expenses, finance charges, statutory penalties, actual attorney fees and expert fees, incurred by R. W. LaPine in exercising any of its rights arising out of this Proposal and/or applicable statutes, including but not limited to any action to enforce the Contract, Terms and Conditions, and/or to collect any and all sums due. Customer agrees to the assessment of, and to pay all statutory damages. Unless specifically directed in writing, all payments will be applied to outstanding invoices in an order determined appropriate by R. W. LaPine in its sole discretion, without prejudice to R. W. LaPine’s claims, or effect on the duty of Customer, its principals and guarantors pursuant to. All NSF checks returned to R. W. LaPine, will be subject to a $50 NSF fee, plus all applicable statutory penalties, costs, service charges, and actual attorney fees. If the total amount due is not paid within 30 days after job completion, a lien may be recorded against the property on which the work was performed. Credit card payments are subject to an additional 3.85% processing fee.
- DEFAULT: If Customer fails to make a payment to R. W. LaPine, within 30 days of the date it is due or to complete any other obligation of Customer under the Contract within 30 days of the date it is to occur as provided for in the Contract, Customer shall be in default under the Contract. In the event of default, R. W. LaPine, may cease or terminate performance of the Contract. If total amount due is not paid within 30 days after job completion, R. W. LaPine may record a construction lien against the property on which the work was performed.R. W. LaPine shall be entitled to recover any and all costs and expenses costs and expenses, finance charges, statutory penalties, actual attorney fees and expert fees, incurred by it, in enforcing the Contract and/or the Terms and Conditions.
- TERMINATION: R. W. LaPine may terminate this Contract for cause upon written notice to Customer if Customer fails to make timely payment of the Contract or breaches any of Customer’s obligations under this Contract, files a petition in bankruptcy, becomes insolvent, or dissolves. R. W. LaPine may also at any time, following seven (7) days’ written notice to Customer, terminate this Contract for convenience and without cause. In case of such termination for R. W. LaPine’s convenience, Customer shall pay R. W. LaPine for all labor and materials supplied to the Project to the time of termination. If Customer terminates the contract before installation, but after the third business day that this contract was executed, Customer shall pay R. W. LaPine 20% of the contract price as liquidated damages and not as a penalty. If Customer terminates after work has started, Customer shall pay R. W. LaPine that portion of the contract price equal to the portion of the work completed, plus a sum equal to 331/3% of the Contract price as liquidated damages and not as a penalty. Work will be considered to have been started when the materials and equipment have been ordered. Note – This paragraph does not apply to terminations permitted under Federal Law
- Limited Warranty and Waiver of Implied Warranties / Disclaimer of Liability: Unless as otherwise agreed, all labor is guaranteed to be as specified and the work to be performed in accordance with any drawings and specifications submitted for work and attached hereto and completed in a substantially workmanlike manner for the price(s) shown above for a period of one year from the date of the completion of the Work, Customer’s use, acceptance, occupancy or final payment, whichever is earliest. The warranty does not apply to normal wear and tear, neglect, abuse, modifications to Work by others, damage caused by vandalism or as a result of improper maintenance or operation, or materials supplied by Customer. The warranty related to any material or equipment is limited to the manufacturer’s warranty. R. W. LaPine may repair or replace any defective work, at R. W. LaPine’s exclusive option. Repair or replacement shall be Customer’s exclusive remedy, and in no event shall R. W. LaPine be liable for any incidental, indirect, special, punitive or consequential damages of any kind, included but not limited to damages for loss of use of property, business interruption or loss of profit, revenue, materials, anticipated savings, data, contract, goodwill or the like, nor will R. W. LaPine be liable for any costs or attorney fees incurred by Customer. R. W. LaPine’s maximum cumulative liability relative to all claims, demands, causes of action, and liabilities, arising out of or related to the Contract or performance of the Work under the Contract, whether or not insured, including any indemnification obligations, will not exceed the lesser of the original price set out on the face of the Contract, applicable insurance proceeds, or the total amount which has been paid by Customer to R. W. LaPine related to the Contract. These limitations shall apply regardless of whether such claims arise in contract, tort, or otherwise, except to the extent solely caused by the R. W. LaPine’s willful misconduct or gross negligence. These disclaimers and limitations of liability will apply regardless of any other contrary provision herein and further will extend to the benefit of R. W. LaPine’s principals, employees, owners, officers, and representatives as third-party beneficiaries. Any action against R. W. LaPine, or any of its principals, employees, owners, officers or representatives must be brought within twelve (12) months after the cause of action accrues or will be barred. Neither R. W. LaPine, nor its employees, are licensed architects, engineers, or design professionals. Customer, and/or Customer’s design professional(s), are responsible for system design, engineering, architectural decisions, and equipment selection. R. W. LaPine disclaims all liability arising out of system design, engineering, architectural decisions, equipment selection, means and methods, and/or the installation of any product by others. Customer acknowledges that it is not relying on R. W. LaPine to provide design services and expressly disclaims anyreliance upon any statements or representations made by R. W. LaPine. R. W. LaPine shall not be responsible for repairs made by others and any such repairs shall void R. W. LaPine’s warranty at those locations. R. W. LAPINE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN AS EXPRESSLY SET FORTH IN THIS CONTRACT, AND ALL IMPLIED WARRANTIES OF ANY KIND, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HABITATION, OR OTHERWISE, ARE EXPRESSLY DISCLAIMED BY R. W. LAPINE, AND EXCLUDED FROM THIS CONTRACT.
- OWNER’S INSURANCE: Owner shall carry other insurance necessary to protect the property and work from loss or damage from fire, wind, tornado or other hazards including vandalism or theft. Evidence of the insurance satisfactory to R. W. LaPine, shall be delivered by Customer upon request. R. W. LaPine, shall not be liable for theft or vandalism of materials, supplies, and/or the cost of labor in connection with such loss during, before or after completion of the Work.
- OPPORTUNITY TO CURE: Before Customer hires anyone to repair or replace any alleged defective work, Customer shall notify R. W. LaPine in writing of the specific alleged defective materials or workmanship. Customer shall give R. W. LaPine a reasonable opportunity to inspect the alleged defect and commence corrective work. If Customer fails to give R. W. LaPine this opportunity to cure, the Customer waives any claim against R. W. LaPine for any and all damages, including but not limited to the cost of repairing the alleged defective work.
- INDEMNIFICATION: The Customer agrees to indemnify, hold harmless and defend R. W. LaPine, its principals, owners, officers, agents and employees from any and all claims, demands, lawsuits, actions, damages, expenses, obligations, liabilities and losses including, but not limited to property damage including destruction of property, bodily injury including death and personal injury (“Losses”), arising from, related to, or resulting from acts, errors, omissions, operations of Customer, Customer’s subcontractors, suppliers, employees, agents and representatives, or the materials which they provide. Customer’s duty to indemnify, hold harmless, and defend R. W. LaPine shall apply regardless of R. W. LaPine’s degree of fault, except to the extent the R. W. LaPine’s negligence is solely responsible for the Losses. Customer’s duty to indemnify, hold harmless, and defend R. W. LaPine shall survive completion, final payment, and/or termination of the Contract.
- FORCE MAJEURE: R. W. LaPine shall not be liable for any loss or damage as a result of any delay in delivery, installation, or completion of work due to any cause beyond R. W. LaPine’s reasonable control, including without limitation, flood, hurricane, or other act of God, any pandemic, or other serious public health issues, COVID-19, embargo or other governmental act or authority, regulation or request, blockade, national or local emergency, severe and unusual economic circumstance, disturbance, supply and material shortages, fire, theft, accident, strike, slowdown, labor dispute, trade war, war, riot, delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities, whether at R. W. LaPine’s operations or at the operations of a R. W. LaPine or subcontractor or supplier to R. W. LaPine. In the event of any such delay, the date of performance shall be extended for a period equal to the time lost by reason of delay, plus a reasonable time for resuming performance.
- HIDDEN CONDITIONS: R. W. LaPine shall not be liable for hidden or inaccessible parts of the structure that result in additional work, delay, or increase costs of performance, unless otherwise specified in the Contract. Any extra costs will be at the Customer’s expense. Any additional charges must be approved in writing before the work is commenced or resumed.
- MATERIALS: In the event of unavailability or shortage of any supply or material, R. W. LaPine, reserves the right to select a replacement material of comparable quality.
- VENUE AND JURISDICTION: The Proposal shall be governed and controlled in all respects exclusively by the laws of the state of Michigan, including for interpretation, enforceability, validity, and construction, without regard to its conflicts of laws principles. Litigation of any disputes arising out of or relating to this Proposal shall be conducted solely and exclusively in Michigan in Kalamazoo County, or another county exclusively selected by R. W. LaPine. Customer consents to the jurisdiction and venue selected by R. W. LaPine, for adjudication of all disputes.
- DISPUTE RESOLUTION: Prior to initiating any claim alleging defective or incomplete work, the Customer and R.W. LaPine shall meet and attempt to resolve the claims. The “Pre-Claim Meeting” is a condition precedent to the filing of a complaint alleging defective or incomplete work. R.W. LaPine shall be entitled to an award of all costs and actual attorney fees incurred enforcing the Agreement against Customer, and/or defending against any claims asserted by Customer.
- NONASSIGNABILITY: The Contract may not be assigned in whole or in part by either party without the prior written consent of the other. However, R. W. LaPine, may assign and/or sell any receivables or indebtedness owed by Customer without notice.
- ENTIRE AGREEMENT: The Terms and Conditions and Contract contain the entire agreement of the parties regarding its subject matter. All prior and contemporaneous negotiations are merged into the terms of the Contract. The Terms and Conditions and Contract may be modified only by a written document signed by the parties to the Contract.
- SEVERABILITY: If any term, covenant, or condition of the Terms and Conditions, Contract or the application of any term, covenant, or condition of the Contract to any party or circumstance is, to any extent, invalid or unenforceable, the remainder of the Terms and Conditions, Contract or the application of the term, covenant, or condition to persons or circumstances other than those to which it is held invalid or unenforceable, shall be effective, and each term, covenant, or condition of the Terms and Conditions, and Contract shall be valid and enforced to the fullest extent permitted by law.
- NOTICE: Notice shall be deemed to be given in accordance with the provisions of the Contract and Terms and Conditions on personal delivery to or facsimile or other electronic transmission to any one of the persons signing as Customer or R. W. LaPine, below or on mailing to them by certified mail to their last known addresses as shown on the Contract or any amendment to the Contract.
- BINDING EFFECT: The Terms and Conditions and Contract shall be binding on and inure to the benefit of the parties and their respective heirs, representatives, successors, or assigns.
- LICENSE: A plumbing contractor is required to be licensed under article 11 of the skilled trades regulation act, MCL 339.6101 to 339.6133. A mechanical contractor is required to be licensed under article 8 of the skilled trades regulation act, MCL 339.5801 to 339.5819. R. W. LaPine is registered and licensed as a Plumbing Contractor, License No. 8000593, and as a Mechanical Contractor, License No. 7117115.
- ACCEPTANCE AND SIGNING: Customer acknowledges, understands, and accepts all Terms and Conditions as set forth herein. Concurrently with the signing of the Contract, Customer acknowledges receipt of a copy of the Contract and Terms and Conditions.
