STANDARD TERMS & PROVISIONS OF THE PURCHASE OF MATERIALS AND SERVICES
All agreements and/or contracts for the purchase of materials and/or services from STAEnterprises, Inc. (“STA”) are subject to and incorporate the terms and provisions contained in thisStandard Terms & Provisions of the Purchase of Materials and Services from STA (“StandardProvisions”). In this Standard Provisions, “materials” and/or “services” refer(s) to the materialsand/or services described on any written proposal, agreement, purchase order or contract presented toand/or entered into with STA (“Contract”). “Agreement” refers to each agreement or contractualrelationship formed with STA pursuant to any Contract.
1. Agreement. This Standard Provisions shall apply to all purchases of materials and/orservices. STA’s acceptance of any Agreement is limited to the acceptance of the express terms containedin this Standard Provisions by each purchaser of materials and/or services (“Purchaser”). If a conflictexists between this Standard Provisions and any provision of any Agreement, then this StandardProvisions shall control. Any written or electronic offer and/or document of Purchaser which containsconflicting terms or provisions with this Standard Provisions is hereby not accepted and is rejected bySTA. This Standard Provisions shall supersede all conflicting oral, written and/or electronic terms,representations, agreements and other communications between STA and any Purchaser, and thisStandard Provisions may be only amended by a writing signed by a duly authorized officer of STA.This Standard Provisions applies to the exclusion of any conflicting terms contained in any oral orwritten: (i) proposal, (ii) electronic or paper contract, (iii) acknowledgement, and/or (iv) writing by eitherSTA and/or any Purchaser. Each Purchaser’s acceptance (i) of an Agreement, and/or (ii) of anymaterials and/or services, whichever occurs first, shall constitute and be deemed Purchaser’s acceptanceof this Standard Provisions.
2.Cancellation. A Purchaser may cancel the Agreement at any time before midnight on theearlier of the fifth business day after such Purchaser has received written notification from suchPurchaser’s insurer that all or any part of a claim or the Agreement is not a covered loss under theinsurance policy or the thirtieth business day after such Purchaser’s insurer has received properlyexecuted proof(s) of loss from such Purchaser. See attached notice of cancellation form (Exhibit A)which includes an explanation of this right.
3.Know Your Rights. PLEASE CAREFULLY READ THE “HOME REPAIR: KNOWYOUR CONSUMER RIGHTS” PAMPHLET ATTACHED AS EXHIBIT B TO THIS STANDARDPROVISION. PLEASE COMPLETE, SIGN & DATE THE “CONSUMER RIGHTSACKNOWLEDGEMENT FORM.”
4.What Constitutes Completion. All materials and services described in the Agreement(“Work”) shall be considered completed upon: (i) approval by the Purchaser, so long as suchPurchaser’s approval is not withheld unreasonably; or (ii) the substantial performance of the Work in aworkmanlike manner. Except for the “retainage amount” of 10% of any remaining payments due underthe Agreement, substantial performance of the Work in a workmanlike manner shall be consideredsufficient grounds for STA to require immediate final payment by Purchaser to STA.
5.Indemnity. Purchaser shall indemnify and hold STA and its directors, officers, agents andemployees (collectively and individually “STA’s representatives”) harmless (and defend STA and STA’srepresentatives, if STA requests) as to any claims, liabilities, losses, damages and expenses (including,without limitation, attorney’s fees and other legal expenses) brought against or incurred by STA or STA’srepresentatives because of or due to the negligent, reckless, willful, or intentional act(s) or omission(s) ofPurchaser
6.STA Approval of Agreement. Each Agreement is subject to and conditioned upon theapproval by STA’s credit department or president.
7.Late Payment, etc. If Purchaser fails to comply with the payment terms under theAgreement, in addition to any other and further relief available to STA, such Purchaser shall pay toSTA: (i) late charges from the date of such failure at a rate of .75% per month (9% per annum) (or ifPurchaser or Purchaser’s spouse is a service member who has entered military service as defined by 815ILCS 205/4.05) then the rate shall be .5% per month (6% per annum)); and (ii) if collection proceedingsare instituted against Purchaser by STA, all of STA’s reasonable attorney’s fees and costs.
8.Insurance Coverage. When Purchaser’s insurance is covering any portion of the costs ofthe Work, such Purchaser shall provide to STA the exclusive right to perform all of the Work. SuchPurchaser shall authorize such insurance company to pay to STA an amount(s) equal to Purchaser’sdeductible plus all insurance payments.
9.Purchaser’s Obligation to Clear Workplace. Purchaser shall remove Purchaser’spersonal property from the subject workplace prior to the commencement of the Work. If Purchaser doesnot so remove such personal property, STA shall not be responsible for damages to Purchaser’s personalproperty which was not so removed from the workplace. Such personal property includes, but is notlimited to, interior wall hangings and items on shelves or in cabinets, yard lights, patio furniture, etc. IfPurchaser does not remove such personal property, STA does not consent to the creation of a bailmentrelationship and STA’s commencement or performance of the Work shall not be construed as creatingany form of bailment agreement and/or relationship.
10.Replacements. Unless otherwise specifically provided in the Agreement, STA shall notbe responsible for replacing any wood, roof accessories, skylights and/or lightning protection. Any wood,roof accessories, skylights and/or lightning protection that are not replaced by STA are not covered bySTA’s workmanship warranty. STA is not responsible for damage that occurs to Purchaser’s personalproperty, solar panels and/or satellite dishes. Purchaser is solely responsible for taking whatever actionis necessary or appropriate to protect Purchaser’s personal property, solar panels and/or satellite dishes.
11.Force Majeure. In the event that STA is prevented from performing any obligation underthe Agreement as a result of: (i) any war, civil disturbance or riot, or any governmental action as a resultthereof; (ii) any natural disaster or act of God; (iii) any act of terrorism; or (iv) inability to obtainmaterials or supplies as a result of general economic conditions and/or governmental action, then STAshall provide written notice to Purchaser, and thereafter, STA shall be excused from performing suchobligation for so long as such condition reasonably exists.
12.STA is not responsible for any construction problems which are not due to the fault ofSTA. Upon discovery of such problem, STA will cooperate with Purchaser to make repairs on a time andmaterial basis pursuant to a Change Order (described below).
13.Adjustments andChange Orders. STA and Purchaser each recognize that:
a. STA’s original cost and time estimates may prove too low due to unforeseen events orfactors unknown to the STA when the Agreement was executed;
b. Purchaser may desire a mid-job change in the specifications that would add time, expenses and costs to the Work possibly inconvenience STA; or
c.Other provisions of the Agreement may be difficult to carry out because of unforeseenevents, such as a materials shortage or a labor strike.
If the above or other events occur that are beyond the control of either of STA or Purchaser andwhich events reasonably require adjustments to the Agreement (“Adjustments”), STA and Purchasershall make a good faith attempt to agree on all necessary Adjustments. Adjustments shall be detailed ina Change Order (described below).
The Work may be modified by STA and Purchaser from time-to-time, without amendment to theAgreement, but by a written change order signed by STA and Purchaser (“Change Order”). EachChange Order shall set forth the respective modifications in the Work. The payment terms of theAgreement shall not be adjusted for changes in the Work, except as provided in the signed ChangeOrder specifying a change in the Agreement’s payment terms and executed by Purchaser and STA. TheChange Order shall become part of the Agreement.
14.Mold, etc. Purchaser acknowledges that there is a probability of mold damage to thestructure associated with or from leakage around windows, flashing, and/or siding. STA does not promise,warrant, or otherwise guarantee the complete removal and/or remediation of any mold. STA shall not beliable for any damage, including, but not limited to, sickness or bodily injury, caused by the disturbance,discharge, dispersal, release, or escape of such mold during the performance of the Work.
15.STA shall not be responsible for any repairs to exhaust pipes or vents related to theheating, ventilation, and/or air conditioning (HVAC) systems. STA is not liable for any damages or injuryresulting from the emission of noxious or toxic gases at Purchaser’s premises. STA does not warrant andis not responsible for ice damming, existing skylights, TV/Internet, or any other roof accessories notreplaced by STA.
16.MaterialsWarranty. Except as otherwise specifically provided, all materials suppliedby STA shall be new, in compliance with all applicable laws and codes, and the materials shall be4
covered solely by the applicable, if any, manufacturer’s warranty. Such warranty may explain what eachmanufacturer considers a “defect” and what is covered under such warranty. STA does not and will notprovide a materials warranty to Purchaser. STA does not make any warranty on any materials.
17.Limited Workmanship Warranty. STA shall complete the services portion of the Workin a workmanlike manner according to standard practices prevalent in STA’s trade. STA warrants that: (i)the services portion of the Work will comply with all applicable building codes and regulations; and (ii)except as otherwise provided below, the services portion of the Work shall be free from defects andwarranted for ten (10) years from the date of completion.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT,THERE ARE NO EXPRESS WARRANTIES BY STA. NO WARRANTIES,INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR APARTICULAR PURPOSES OR WARRANTIES OF MERCHANTABILITY, SHALLBE IMPLIED AND ARE EXPRESSLY DISCLAIMED. STA SHALL NOT BELIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECTLOSSES OR DAMAGES ARISING FROM STA’S WORK UNDER THEAGREEMENT, INCLUDING ECONOMIC LOSS OR PERSONAL INJURYSUFFERED BY PURCHASER. PURCHASER’S EXCLUSIVE REMEDY FOR ANYAND ALL LOSSES OR DAMAGES RESULTING FROM STA’S SERVICESUNDER THE AGREEMENT, INCLUDING WITHOUT ANY LIMITATION ANYCLAIM OF BREACH OF WARRANTY, BREACH OF AGREEMENT,NEGLIGENCE, OR STRICT LIABILITY, SHALL BE LIMITED, AT STA’S SOLEOPTION, TO EITHER: (1) RETURN OF THE AGREEMENT PRICE; OR (2) THEREPAIR OR REPLACEMENT OF THE DEFECTIVE WORK.
18.If any provision of this Standard Provisions or Agreement is held to be invalid orunenforceable, the validity and enforceability of the remaining provisions shall not be affected.
19.This Standard Provisions and its exhibitstogether with the Agreement and its exhibitsconstitute the entire understanding between the Purchaser and STA with respect to the subject matterthereof and supersede all prior negotiations, representations, agreements, and/or writings between thePurchaser and STA. Unless otherwise specifically provided, no modifications to the Agreement and thisStandard Provisions shall be binding on either Purchaser or STA unless made in writing and signed byduly authorized representatives of the Purchaser and STA.
20.This Standard Provisions and the Agreement shall be governed by the laws of the Stateof Illinois, without regard for its choice of law provisions.