Clerstra Inc will supply all work described in the proposal to which these terms and conditions are attached (the “work”).
Clerstra’s obligation hereunder is based on the schedule, duration, and sequence. In the event of any significant change in schedule, whether permitted by the bid documents, the bid price will remain the same and should a schedule change require a bid price change, both parties shall agree on the adjusted price.
Time is of the essence of this contract. Clerstra will supply labor for the work on a regular forty (40) hour week without any overtime. If the customer requires overtime, Clerstra will be reimbursed for the premium portion of wages paid (including payroll taxes and insurance), plus a reasonable allowance for loss of productivity caused by the overtime.
Clerstra maintains general liability and worker’s compensation insurance and will provide certificates identifying coverage limits upon request. Upon request, the customer will be named as an additional insured under such liability policy. If Customer requests additional coverage or modification to the standard Clerstra insurance, Clerstra will review the request and advise the Customer of any potential increase in costs to be charged to Customer for such additional coverages.
Clerstra shall have the right to stop work if payments are not made when due under this Agreement, and may keep the job idle until all payments have been received.
Clerstra hereby defends, indemnifies and holds harmless Customer from any claims, loss or damage which results from the acts of omissions of Clerstra or its agents, employees or contractors in the performance of the work only in cases arising directly from Clerstra’s or its subcontractor’s negligence.
For work commenced and completed in accordance to this Agreement, customer will pay the contract price in full by check, wire transfer or money order upon completion of the work (based on terms on the bid sheet). Otherwise, customer will pay in progress payments for work completed bi-monthly.
Should Customer or any public agency or inspector direct any deletion from or modification of or addition to the work covered by this Agreement, the cost associated therewith shall be added to or deducted from the contract price. In the case of extra work, Clerstra will submit a change order for Customer’s approval. Payments for extra work will be made as extra work progresses, concurrently with progress payments. Orders for extra work shall be made in writing, with the price agreed to in advance.
Whenever the customer, its employees, contractors and subcontractors (other than Clerstra) use ladders, tools, vehicles, equipment or property of any kind either owned or rented by Clerstra, the customer shall indemnify and hold Clerstra and its agents and subcontractors harmless from any and all claims, demands, damages, causes of action and suits of whatsoever nature and kind, arising out of or connected with the use of such ladders, scaffolding, tools, vehicles, equipment or property except when caused by the sole acting negligence of Clerstra or its employees, agents or contractors.
If Clerstra encounters subsurface or latent physical conditions at the site, differing materially from those indicated in the bid documents, or unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered by Clerstra’s trade, Clerstra will promptly notify the customer if such conditions arise and if it will change the bid price both parties will agree on the adjusted price, or the time required for performance of any part of the work, an equitable adjustment in price shall be made and the contract time modified accordingly. Customer acknowledges that site conditions relating to floor joints and roof columns may be inconsistent and could necessitate minor adjustments to rack layouts to avoid the same and comply with building department requirements.
Clerstra shall design and provide a storage system following good materials handling practices. Clerstra shall not be responsible for damage or equipment performance failures due to the customer, its employees or agents misuse of the equipment or poor material handling practices. Clerstra shall not be responsible for customer pallet load design, stabilization or load integrity. Clerstra shall not be responsible for system failure due to customer’s employee or agent’s misuse of mobile handling equipment, forklifts and powered equipment.
This Agreement is tendered by Clerstra for acceptance and shall become binding only when accepted by an authorized representative of Clerstra at its office. No changes or modifications to the terms of this Agreement shall be applicable unless accepted in writing by both parties.
Any purchase orders shall be subject to credit approval by Clerstra.
No returns will be accepted without the prior authorization of Clerstra.
Except for custom orders, customer may only cancel its order, reduce quantities, revise specifications or extend schedules if by mutual agreement as to reasonable and proper cancellation charges which shall take into account expenses already incurred and commitments made by Clerstra and shall indemnify Clerstra against reasonable loss attributable to cancellation. Order cancellation will result in a 20% cancellation fee, plus applicable labor and profit associated with the project schedule of values at the time of cancellation. Orders for custom made products are non-returnable and non-cancelable. In the event that customer refuses to honor the order, customer shall be responsible for all actual expenses incurred by Clerstra and the reasonably anticipated profit on such order. Customer may terminate this Agreement and cancel all orders of any kind in the event CHS breaches this Agreement and fails to cure such breach within 30 (30) days of the giving of notice of such breach by Customer. In such event, Customer shall have no further liability or obligation to Clerstra.
Any claims for shortages, incorrect shipments or damaged goods will be deemed waived unless communicated to Clerstra within a reasonable time frame of receipt of shipment. Material needs to be inspected by customer for damage upon delivery. Freight claims are passed on the freight carriers that require documented notification on the BOL of damage or shortages upon delivery. Should the freight company deny the claim, Clerstra will not be held liable. Disputes will be between the customer and freight company.
The amount of taxes stated in this quotation, of any, is approximate only. For purchases made for resale, buyer shall have the duty to provide resale certificates in the home state or the state to which the products are intended to be shipped as required by law and/or agrees to be subject to any taxes arising from such shipments. Buyer is liable for the full amount of all taxes applicable or as a result of this transaction.
Customer shall be fully responsible for the specifications that it provides to Clerstra. In the event that specifications are incorrect and/or result in a product that is not fit for the particular purpose, buyer assumes all responsibility for such reasonable products and expenses incurred to correct such specifications. Specifications include pallet load stabilization and integrity as it relates to the purchased racking system; the forklift interface with the racking system and the pallet quality as it performs with the racking supplied. Clerstra shall prepare layout and elevation drawings with unit load specifications for approval by the customer. All design and engineering work shall be developed from the approved unit load specifications. Clerstra will not begin any engineering or design work until the unit load specifications are approved. Any changes to the unit loads after the customer approves the drawings shall result in a change of scope and cost to the project.”
This agreement shall be governed by the laws of Utah, without giving effect to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts of the State of Utah located in Salt Lake City, Utah for the resolution of any disputed between the customer and Clerstra. This agreement shall be deem to have been made and entered into in Salt Lake City, Utah.
Clerstra warrants that the work will be performed in a professional and first class fashion. Such warranty shall be in effect for one (1) year after the date of completion. Clerstra agrees to “pass-through” all manufacturers’ warranties with respect to the racking and to take all steps to ensure that Customer will receive the full legal benefit of such warranties.
Clerstra includes disposal of project-related trash/debris to a trash receptacle/bin/dumpster to be provided by Customer within 300’ of the work area. Clerstra does not include the wiping down of racking and Clerstra is not responsible for dust accumulation on racking/shelving after installation. If outside staging of material is required, Clerstra is not responsible for dirt/mud/rust on materials. Clerstra is not responsible to move customer products for any reason. Clerstra does not include safety bolts for beams or epoxy installed anchors. Customer must provide clear access to the building and within the work area, and clear access from the material staging area to the work area. Installation is based on working an 8 hour day during the work hours of 7:00am to 5:00pm, Monday through Friday.