TERMS AND CONDITIONS OF SALE OF CONCRETE SERVICES
GOODS AND SERVICES SOLD BY CORE & SAW, LLC (CORE & SAW) ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN THE CUSTOMER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON CORE & SAW UNLESS AGREED TO IN WRITING BY AN AUTHORIZED CORE & SAW REPRESENTATIVE. THE CUSTOMER’S ACCEPTANCE OF GOODS OR PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF CORE & SAW’S TERMS AND CONDITIONS.
METHOD OF AUTHORIZATION: Customer may authorize CORE & SAW to proceed with work either by signing the Authorization to Proceed (ATP), Estimate, Work Order, or by the issuance of an acknowledgment, confirmation, purchase order, or other communication, including verbal. Furthermore, you the undersigned acknowledge that you are a duly authorized officer or agent for the Customer. Regardless of the method used, these Terms and Conditions shall prevail as the basis of Customer’s authorization to CORE & SAW. Any Customer document or communication in addition to or in conflict with these terms and conditions is rejected. Any amendment to the Terms and Conditions must be authorized via written Addendum and signed by both the Customer and CORE & SAW.
CUSTOMER RESPONSIBILITIES: Customer shall provide all criteria and pertinent information as to requirements for the project and designate in writing the person(s) with authority to act on Customer’s behalf on all matters concerning the project. Unless otherwise notified in writing, the Customer authorizes the person(s) signing the ATP, the Estimate and/or the Work Order as the sole authority to act on the Customer’s behalf as noted herein. Unless specified in writing by CORE & SAW to the contrary, CORE & SAW employees only provide services in the exact locations specified by writing instruments or other markings on the surfaces to be modified. CORE & SAW cannot be held liable for mismarked or mislocated cuts, cores, or service requests or the inability of our operators to perform their service because of issues related to preparation or (mis) communication. CORE & SAW is not responsible for damage to conduit, plumbing, electrical, telephone, or similar embedments that have not been located by CORE & SAW using Ground Penetrating Radar (GPR). In the event that a Customer’s representative is not available onsite to sign a completed work order the Customer by default accepts the work order to be accurate and true.
CANCELLATION: It is the customer’s responsibility to provide advanced notice in the event of a schedule change or a need to cancel a scheduled service call. In the event that notification is not provided in advance CORE & SAW reserves the right to charge the customer for a service call and associated travel costs if applicable.
PRICE: Prices in effect at the time of receipt or performance of services shall prevail. Only prices quoted by CORE & SAW in writing and noted as such are “Firm and Fixed”. Verbal Pricing and pricing from the current “Estimator’s Guideline” are guidelines only. They are based on the understanding that the Customer is familiar with CORE & SAW’s standard practices and procedures. Actual billing may be hourly and applied based on changes of scope, job conditions, preparedness, material construction, excessive steel, scattered locations, difficult setups, work performed on multiple levels or in multiple locations requiring multiple setups and mobilization of equipment, other trades in the work area, etc. Prices quoted do not include standby time or removal labor unless specified in writing. Prices do not include sales tax and where applicable such taxes will be billed as a separate item and paid by the Customer.
REIMBURSABLE EXPENSES: For those costs incurred on or directly for the Customer’s project, reimbursement shall be at CORE & SAW’s current rate for travel of service vehicles outside our standard service district, laboratory tests, and analyses, special equipment services, and non-standard USPS delivery charges. Reimbursement and outside technical or professional expenses shall be on the basis of actual charges plus ten percent.
SUBCONTRACTORS: CORE & SAW may engage subcontractors on behalf of Customer to perform any portion of the services to be provided by CORE & SAW hereunder.
PAYMENT TERMS: Terms are Net 30. A time-price differential charge of 1.5% per month (an annual percentage rate of 18%) shall be charged on all past due accounts beginning on the 45th day past due and Customer shall pay CORE & SAW all costs incurred by it in collecting any past due account from Customer, including all court costs and attorney’s fees. However, if the foregoing charges exceed that rate which is the maximum permitted by law, then such charges shall be calculated to be the highest allowable lawful rate. The remittance portion of the invoice shall accompany payment. Alternatively, payments and other adjustments must reference the invoice number to assure proper credit. Deductions, if any, must clearly indicate the reason and reference the applicable CORE & SAW credit memo number or other supporting document(s).
ACCORD AND SATISFACTION: Any payment tendered to CORE & SAW in satisfaction of a disputed debt shall be sent to 256 Laredo Street, Aurora, Colorado 80011. CORE & SAW will not be bound by any endorsement or statement on any payment or in any letter accompanying a payment and such payment will not constitute an accord and satisfaction and CORE & SAW’s acceptance of the payment will not limit CORE & SAW’s right to pursue full payment and remedies.
DISCLAIMER OF WARRANTIES: SERVICES WILL BE PERFORMED WITH THE HIGHEST DEGREE OF SKILL AND JUDGMENT EXERCISED BY RECOGNIZED PROFESSIONALS PERFORMING THE SAME OR SIMLIAR SERVICES. HOWEVER, CORE & SAW MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ALL, WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NATURE OR QUALITY OF THE SERVICES TO BE PERFORMED HEREUNDER, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
INDEMNIFICATION: Customer agrees to defend, indemnify and hold CORE & SAW harmless from any claim, liability, or defense cost for injury or loss sustained by any party from exposures allegedly caused by Customer or its subcontractors.
LIMITATION OF LIABILITY: IN NO EVENT SHALL CORE & SAW OR ITS AGENTS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR FOR THE LOSS OF PROFITS OR REVENUE, OR FOR LOSS OF USE, OR FOR LOSS OF PRODUCTION OR PROGRESS OF CONSTRUCTION, WHETHER RESULTING IN ANY MANNER FROM SERVICES FURNISHED UNDER THIS AGREEMENT OR FROM CORE & SAW’S BREACH OF ANY WARRANTY OR ANY OTHER OBLIGATION OF CORE & SAW UNDER THIS AGREEMENT. THE FOREGOING LIMITATION OF DAMAGES AND DISCLAIMER OF SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES SHALL APPLY TO ALL CAUSES OF ACTION WHATSOEVER ASSERTED AGAINST CORE & SAW PERTAINING TO THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR OF CORE & SAW’S OTHER OBLIGATIONS UNDER THIS AGREEMENT.
INSURANCE: Customer shall cause CORE & SAW and CORE & SAW Consultants to be listed as additional insureds on all general liability and property insurance policies carried by Customer that are applicable to the project. Upon request, Customer and CORE & SAW shall each deliver to the other certificates of insurance evidencing their coverage. All policies of insurance shall contain provisions to the effect that CORE & SAW and CORE & SAW Consultant’s interests are covered and that in the event of payment of any loss or damages, the insurers will have no rights of recovery against CORE & SAW or CORE & SAW’s Consultants.
OWNERSHIP OF WORK PRODUCT: CORE & SAW retains all ownership rights of all drawings, reports, and other materials provided to Customer in any form including, but not limited to all copyright rights afforded by the laws of the United States, which rights are specifically reserved. The customer is authorized to use the copies provided by CORE & SAW only in connection with the project and may not assign, transfer, or in any other way, use, reuse, or copy the drawings, reports, and other materials for any other purpose without the express written consent of CORE & SAW. Any use of the drawings, reports, and other materials by Customer shall be at Customer’s own risk. Customer agrees to defend, indemnify and hold CORE & SAW harmless from all claims, damages, losses, and expenses, including attorney fees, from any such claim, damage, loss, or expense arising from such use.
GOVERNING LAW & GENERAL CONSIDERATIONS: This document is intended by the parties as a final, complete, and exclusive statement of the terms of their agreement. No additional or conflicting provisions in Customer’s documents shall be deemed a part hereof and CORE & SAW specifically objects to and rejects any such provisions. No affirmation, representation, or warranty, which is not specifically included in the agreement is a part hereof. No course of prior dealings between the parties, no usage of the trade, and no representation by CORE & SAW’s agents or in CORE & SAW’s advertisements shall supplement or explain any term used in this Agreement. This agreement shall be construed in all respects under the laws of the State of Colorado without regard to the dictates of conflicts of laws thereof and the parties agree to submit to the exclusive jurisdictions and venue in United States Federal District Court for the District of Colorado, or the District Court of Arapahoe County, Colorado. The invalidity or unenforceability of any provisions of the Agreement shall not affect any other provisions, and the Agreement shall be construed as if such invalid or unenforceable provisions were omitted. In any dispute involving this agreement, the prevailing party will be entitled to recover its reasonable expenses of litigation, including reasonable attorney’s fees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, personal representatives, successors, and permitted assigns. Customer may not assign any of its rights or obligations under the Agreement without the prior written consent of CORE & SAW.
STANDARD TERMS AND CONDITIONS
FOR GROUND PENETRATING RADAR CONCREATE SCANNING AND UTILITY LOCATING
1. Ground Penetrating Radar (“GPR”) is a non-destructive method for the purpose of inspecting concrete walls, slabs and ground locations. Targets such as post tension cables, rebar, metallic and PVC pipe, conduit, and voids can be detected up to 18" deep in concrete.
2. GPR scanning requires adequate space to acquire and interpret data, surface obstructions such as walls, pipes, etc. may interfere, block, and/or reflect GPR signals away from the target object(s). Core & Saw, LLC (“Core & Saw”) requires clear and uninterrupted access to the work area and expects all work available in one mobilization unless otherwise specified. Clear and uninterrupted access means no obstructions within three (3) feet of (equipment, vehicles, supplies, furniture, shrubbery, etc.) in the target areas to be scanned. Surface must be free of obstructions to allow the antenna to roll freely. Proposal is based on scanning the immediate area described, additional scanning may affect price. Core & Saw may assess an hourly fee for down time occurring at no fault of its own.
3. Any generated reports will be based on Core & Saw’s interpretation of the data collected and are provided solely for illustration and instructional purposes. Reports are provided only if itemized as a deliverable in this proposal.
4. Core & Saw technicians will scan the areas identified, locate any and all VISIBLE targets, and mark them on the surface of the wall, slab or ground. The purpose of GPR is to locate VISIBLE targets, it may not be possible to identify the target or determine its exact depth. Although Core & Saw uses only state-of-the-art GPR scanning equipment and techniques, and provides ongoing GPR training for its operators, locates are only as accurate as the information imaged by the radar, i.e., GPR scanning does not see everything all the time. Every effort is made to minimize missed targets by collecting and assessing all available information relative to the job site, including layout and configuration of the area to be scanned, existing drawings, historical knowledge of personnel, and prior experience with similar sites.
5. Water and a survey material with high conductivity (clay, new concrete that hasn’t fully hydrated or cured, etc.) attenuate GPR signals and may limit signal penetration less than the target depth. GPR scanning cannot be performed in areas with standing water. GPR scanning of soils cannot be performed immediately after rainfalls.
6. Concrete to be imaged must be at least one (1) month old (6-12 months is ideal).
7. Any and all plans, drawings or other information pertaining to the target areas to be scanned should be provide before scanning begins.
8. Metal filings, rebar, metal lathe, steel wire mesh, anvil topping, pan decking etc. may interfere, block and/or reflect GPR signals away from the target object(s).
9. Surfaces must be flat and smooth to allow GPR to couple the surface and observe subsurface or embedded objects.
10. Objects spaced closely together or within the top 2.5” of the surface may not be individually resolved and /or may appear as one object (i.e. PVC conduit tied to rebar). Multiple subsurface or embedded objects spaced closely together may not be isolated/located and objects below this layer may not be located.
11. Target objects with a low contrasting dielectric constant such as PVC conduit may not be detected or masked by higher dielectric objects such as rebar /wire mesh. Embedded /subsurface objects that vary in orientation/direction may not be located (core flex, PVC conduit etc.).
DISCLAIMER: CORE & SAW MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ALL, WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NATURE, QUANTITY OR QUALITY OF THE SERVICES TO BE PERFORMED HEREUNDER. EXCEPT TO THE EXTENT OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CORE & SAW SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DAMAGES AS A RESULT OF ITS PERFORMANCE OR FAILURE TO PERFORM THE SERVICES. THE STRUCTURAL SURVEY REPORT IS BASED UPON CORE & SAW’S INTERPRETATION OF THE DATA COLLECTED AND IS PROVIDED SOLELY FOR ILLUSTRATION AND INFORMATIONAL PURPOSES. CORE & SAW IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, ARISING OUT OF THE USE OF, OR RELIANCE ON THE DATA COLLECTED OR THE REPORT GENERATED.
ADDITONAL DISCLAIMER FOR CUTTING OR CORING WORK: IF CORE & SAW PERFORMS CUTTING OR CORING OPERATIONS FOLLOWING GPR SCANNING, CUSTOMER ACKNOWLEDGES THAT CORE & SAW CANNOT GUARANTEE THE COMPLETE ACCURACY OF ANY GPR RESULTS; AND AS SUCH, CUSTOMER WILL DIRECT CORE & SAW WHERE TO CONDUCT CUTTING OR CORING OPERATIONS IN RELATION TO ANY GPR RESULTS. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT OR THE SUBCONTRACT DOCUMENTS WITH CUSTOMER, AS LONG AS CORE & SAW ABIDES BY CUSTOMER’S DIRECTION IN CONDUCTING CUTTING AND CORING OPERATIONS IN RELATION TO ANY GPR RESULTS, CORE & SAW SHALL NOT BE LIABLE FOR, AND SHALL BE INDEMNIFIED BY CUSTOMER FOR, ANY DAMAGES RESULTING FROM THE CUTTING AND CORING OPERATIONS. IN THE EVENT OF ANY CONFLICTING TERMS BETWEEN THIS AGREEMENT AND THE PRIME CONTRACT, SUBCONTRACT, OR ANY OTHER REFERENCED OR RELATED CONTRACT OR SUBCONTRACT DOCUMENTS, THE TERMS OF THIS AGREEMENT CONTROLS AND SUPERSEDES ANY CONFLICTING TERMS OR PROVISIONS. YOUR AGREEMENT TO THIS DISCLAIMER IS SPECIFICALLY EVIDENCED BY YOUR SIGNATURE HEREON OR BY ANY DIRECTIVE FOR CORE & SAW TO COMMENCE CUTTING OR CORING WORK ON THE PROJECT.
TERMS
The proposal price, plus any additional charges or per hour charges shall be paid within thirty (30) days from invoice date. If the services to be provided hereunder (the “Services”) should take longer than originally estimated by Core & Saw because of extended coverage, or as a result of the area being surveyed by Core & Saw not being properly prepared for the survey, etc., such additional time shall be paid to Core & Saw at hourly rates provided at the time of the proposal.
1. Warranties and Limitations of Remedies. Without limitation of the Disclaimer above, (a) the Services provided and any reports generated are provided “as is” and without warranties of any kind; (b) the parties agree that Core & Saw did not manufacture any equipment used by Core & Saw in the performance of the Services and, as such, Core & Saw shall not be responsible for, or liable for, any damages arising out of any defect of such equipment; (c) Core & Saw warrants only that it shall use the equipment in the performance of the services in accordance with instructions provided from the manufacturer thereof and further does not warrant or guarantee the results of such use or that such equipment is functioning properly; (d) the foregoing warranty is subject to all other conditions contained herein; (e) the foregoing express warranty is in lieu of all other warranties, express or implied. Core & Saw and its agents expressly disclaim all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose; and (f) customer’s sole and exclusive remedy for breach of any warranty made by Core & Saw in connection with the provisions by Core & Saw of any services hereunder is the right to recover an amount not to exceed the amount paid to Core & Saw for the services.
2. Contract Claims Only. Customers claims with respect to the services furnished hereunder shall be limited to the contractual warranties and remedies provided in this Agreement and may be brought only in an action for breach of contract. Customer shall not make any claim against Core & Saw based on any theory of tort, including but not limited to strict liability or negligence theories, except to the extent of the gross negligence or will misconduct of Core & Saw.
3. Liability of Core & Saw. The total liability of Core & Saw under this Agreement for breach of warranty, or for any other breach of the Agreement or for any claim related to services furnished by Core & Saw under this Agreement, shall in no event exceed the amount paid to Core & Saw by Customer hereunder. In no event shall Core & Saw or its agents be liable for special, incidental, or consequential damages of any kind whatsoever, or for the loss of profits or revenue, or for loss of use, or for actual losses or loss of production or progress of construction, whether resulting in any manner from services furnished under this agreement or from Core & Saw’s breach of any warranty or any other obligation of Core & Saw under this Agreement. The foregoing limitation of damages and disclaimer of special, incidental and consequential damages shall apply to all causes of action whatsoever asserted against Core & Saw pertaining to the performance or nonperformance of the services or of Core & Saw’s other obligations under this Agreement.
4. Modification and Waiver/Acceptance and Integration. This document is intended by the parties as a final expression of their agreement and also as a complete and exclusive statement of the terms of their agreement. Without limiting the foregoing, no additional or conflicting provisions in Customer’s documents shall be deemed a part hereof and Core & Saw specifically objects to and rejects any such provisions. No affirmation, representation or warranty, however made, which is not specifically included with the agreement is a part hereof. No course of prior dealings between the parties, no usage of the trade, no representation by Core & Saw’s agent or in Core & Saw’s advertisements shall be relevant to supplement or explain any term used in the Agreement. Acceptance of or acquiescence in a course of performance rendered under the Agreement shall not be relevant to determine the meaning of the Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Customer shall accept the Agreement, including the terms and conditions in this document if: i) Customer has signed this document or any proposal to which these terms and conditions are made applicable, ii) Customer has in any manner authorized performance of the services, iii) Core & Saw shall perform the Services without objection by Customer, or iv) Customer has paid the purchase price or any portion thereof. The agreement can be modified or rescinded only by a writing signed by Customer and Core & Saw. No claim or right arising out of a breach of the agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. Waiver by Core & Saw of any breach or breaches hereunder by Customer shall not be deemed a continuing waiver of such breach nor as a waiver of or permission for any subsequent breach. Without limitation of the foregoing, the terms of this Agreement shall govern over any conflicting terms contained in any other writing related to the Services, including, but not limited to, any invoice Core & Saw or any purchase order of Customer.
5. Severability. The invalidity or unenforceability of any provisions of the Agreement shall not affect any other provisions, and the Agreement shall be construed as if such invalid or unenforceable provisions were omitted.
6. Assignment and Successor. The Agreement shall be binding upon and insure to the benefit of the parties hereto and their heirs, personal representatives, successors and permitted assigns. Customer may not assign any of its rights or obligations under the Agreement without the prior written consent of Core & Saw.
7. Governing Law; Venue. This agreement shall be construed in all respects under the laws of the state of Utah without regard to the dictates of conflicts of laws thereof and the parties agree to submit to exclusive jurisdictions and venue in the United States Federal District Court for the District of Colorado, or the District Court of Arapahoe County, Colorado.
