Nature of Work.

Haven Roofing Inc. (“Haven”) shall furnish the labor and material to perform the work described herein or in the referenced contract documents. Haven does not provide design, engineering, consulting or architectural services. It is the Owner’s responsibility to retain a licensed architect or engineer to determine proper design and code compliance, including a determination as to whether and what type of a vapor or air retarder is needed. If plans, specifications or other design documents have been furnished to Haven, Customer warrants that they are sufficient and conform to all applicable laws and building codes. Haven is not responsible for any loss, damage or expense due to defects in plans or specifications or building code violations unless such damage results from a deviation by Haven from what is specified. Haven is not responsible for condensation, moisture migration from the building interior, roof deck or other building components, location or size of roof drains, adequacy of drainage, ponding on the roof, structural conditions or the properties of the roof deck or substrate on which Haven’s roofing work is installed. Haven’s proposal and contract price is not subject to prevailing wage laws, unless specified in the scope of work.

Deck.

Customer warrants that the deck and structures on which Haven is to work are in sound condition and capable of withstanding roof construction, equipment and operations. Haven’s commencement of roof installation indicates only that Haven has visually inspected the surface of the roof deck for visible defects. Haven is not responsible for the structural sufficiency, quality of construction (including compliance with FMG criteria), undulations, fastening or moisture content of the roof deck or other trades’ work or design. Haven is not responsible to test or assess moisture content of the deck or substrate.

Asbestos and Toxic Materials.

This proposal is based on Haven’s not coming into contact with asbestos-containing or toxic materials (“ACM”). Haven is not responsible for expenses, claims or damages arising out of the presence, disturbance or removal of ACM. Haven shall be compensated for additional expenses resulting from the presence of ACM. Customer agrees to indemnify Haven from and against any liability, damages, losses, claims, demands or citations arising out of the presence of ACM.

Payment and Taxes.

Unless stated otherwise in writing, Customer shall pay a 25% down payment due upon execution of the contract. The balance of the contract price plus any additional charges for changed or extra work shall be due within 30 days of the invoice date. If completion of the Work extends beyond one month, Customer shall make monthly progress payments to Haven due within 30 days of the invoice date for the value of Work performed during the preceding month, plus the value of materials suitably stored for the project. All payments made by credit card will be assessed a 2% Fee. All sums not paid when due shall earn interest at the rate of 1% per month. Haven shall be entitled to recover from Customer all costs of collection incurred by Haven, including attorney’s fees, resulting from Customer’s failure to make proper payment when due. Haven’s entitlement to payment is not dependent upon criteria promulgated by Factory Mutual Global, including wind uplift testing. In accordance with applicable tax laws, Haven will calculate and add the appropriate sales tax to each invoice, and Customer shall be responsible for payment of the same. Customer shall be responsible to pay applicable taxes for material that Haven purchases for use on this project. If Customer has a tax-exempt status and desire to receive a sales tax credit, Customer must send Haven a copy of the tax exemption certification at the time of contract award, and before Customer has purchased any materials for use on the project.

Right to Stop Work.

The failure of Customer to make proper payment to Haven when due shall, in addition to all other rights, constitute a material breach of contract and shall entitle Haven, at its discretion, to suspend all work and shipments, including furnishing warranty, until full payment is made. The time period in which Haven shall perform the work shall be extended for a period equal to the period during which the Work was suspended, and the contract sum to be paid Haven shall be increased by the amount of Haven’s reasonable costs of shut-down, delay and start-up.

Insurance.

Haven shall carry worker’s compensation, automobile and commercial general liability insurance. Haven will furnish a Certificate of Insurance upon request. Haven’s proposal and contract price is based on Haven’s existing insurance limits and endorsements. If Customer requests additional insurance coverage or endorsements, additional premiums may be added to the contract price. Any additional insurance coverage or endorsements are subject to Haven’s insurance carrier’s review and underwriting approval. Customer shall purchase and maintain builder’s risk and property insurance, including labor and materials furnished by Haven, covering fire, extended coverage, malicious mischief, vandalism and theft on the premises to protect against loss or damage to material and partially completed work until the job is completed and accepted. Moneys owed to Haven shall not be withheld by reason of any damage or claim against Haven covered by liability, property or builder’s risk insurance.

Additional Insured.

If Customer requires and Haven agrees to make Customer or others additional insureds on Haven’s liability insurance policy, Customer and Haven agree that the naming of Customer or others as additional insureds is intended to apply to claims made against the additional insured to the extent the claim is due to the negligence of Haven and is not intended to make Haven’s insurer liable for claims that are due to the fault of the additional insured.

Interior Protection.

Customer acknowledges that re-roofing of an existing building may cause disturbance, dust, debris or fireproofing to fall into the interior. Customer agrees to remove or protect property directly below the roof in order to minimize potential interior damage. Haven shall not be responsible for disturbance, detachment of fireproofing or other materials from the underside of the deck, damage, clean up or loss to interior property that Customer did not remove or protect prior to commencement of roofing operations. Customer shall notify tenants of re-roofing and the need to provide protection underneath areas being re-roofed. Customer agrees to hold Haven harmless from claims of tenants who were not so notified and did not provide protection.

Deck Repairs, Insulation Replacement and Unforeseen Conditions.

Any work required to replace rotten, missing or deteriorated, rusted or crumbling decking shall be done on a labor and material or unit price basis as an extra unless specifically included in the scope of work. When re-roofing over an existing roof, replacement of visible wet or deteriorated insulation shall be an extra or billed at unit prices unless otherwise stated on the face of this proposal. Unforeseen conditions that may affect the work will be reported to Owner and authorization requested prior to permanent repairs being performed.

Damages and Delays.

Haven will not be responsible for damage done to Haven’s work by others, including damage to temporary tie-ins. Any repairing of the same by Haven will be charged as an extra. Haven shall not be liable for liquidated or delay damages due to a delay in completion of the Project unless the delay was caused by Haven. Haven shall not be responsible for loss, damage or delay caused by circumstances beyond its reasonable control, including but not limited to acts of God, accidents, snow, fire, weather, vandalism, regulation, strikes, jurisdictional disputes, failure or delay of transportation, shortage of or inability to obtain materials, equipment or labor. In the event of these occurrences, Haven’s time for performance under this proposal shall be extended.

Limitation of Liability – Inspections.

Haven conducts inspections of Customer’s roof and issues inspection reports as a courtesy to Customer and at a nominal fee. Customer and Haven agree that Haven does not warrant or guarantee that the inspection will discover every potential source of roof failure or leak. Haven also does not warrant or guarantee that the inspection will cause the roof to last for the full life of the manufacturer’s warranty or as long as noted in the
inspection report. Should the roof experience a leak or failure that Customer alleges Haven should have discovered during the inspection, Customer and Haven agree that Haven’s maximum liability arising out of the alleged missed failure will be Haven’s fee for the inspection. Customer’s exclusive remedy against Haven, its owners, agents, and employees for any claimed failure or leak that Customer alleges Haven did not discover is to claim for return of Haven’s fee for the inspection and report. Customer and Haven agree that Haven is not liable for any consequential damages arising out of any claimed roof failure or leak that Haven did not discover during the inspection or note on Haven’s inspection report.

Roof Projections.

Haven will flash roof projections that are in place prior to installation of roofing or shown on the architectural plans provided to Haven. Penetrations not shown on the plans provided to Haven prior to submittal of this proposal or required after installation of roofing shall be considered an order for extra work, and Haven shall be compensated at its customary time and material rates for performing such additional work.

Wind Loads or Uplift Pressures.

Design Professional is responsible to design the work to be in compliance with applicable codes and regulations and to specify or show the work that is to be performed. Haven is not responsible for design, including calculation or verification of wind-load design. To the extent minimum wind loads or uplift pressures are required, Haven’s bid is based solely on manufacturer’s printed test results. Haven itself makes no representation regarding wind uplift capacity and assumes no liability for wind uplift.

Tolerances.

All labor and materials shall be furnished in accordance with normal industry standards and industry tolerances for uniformity, color, variation, thickness, size, weight, finish and texture. Specified quantities are intended to represent an average over the entire roof area. Fumes and Emissions. Customer acknowledges that odors and emissions from roofing products will be released as part of the roofing operations to be performed by Haven. Customer shall be
responsible for interior air quality, including controlling mechanical equipment, HVAC units, intake vents, wall vents, windows, doors and other openings to prevent fumes and odors from entering the building. Customer is aware that roofing products emit fumes, vapors and odors during application. Haven is not responsible for indoor air quality, and Customer agrees to indemnify Haven from claims arising from fumes or emissions.

Acceptance of Terms.

Customer and Haven agree that the terms contained in this document shall prevail over any conflicting terms contained in the Customer’s purchase order or other documents. In the event that Haven does not receive a signed copy of this document, any conduct by Customer which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Customer of this proposal and all of its terms and conditions. The term “Customer” as used herein shall include the person or entity with whom Haven is contracting for the work described in this proposal and such person’s or entity’s principals, employees, agents and representatives. This proposal may be withdrawn or modified by Haven if not accepted by Customer within 30 days.

Entire Agreement.

This proposal constitutes the entire understanding between Haven and Customer and supersedes all prior negotiations, representations or agreements, either written or oral. This proposal may be amended only by written instrument signed by both Haven and Customer.