General Terms and Conditions

These General Terms and Conditions (“Terms”) are between Elite Roof Group, LLC, a Michigan limited liability company (“Contractor”), and the customer (“Customer”) identified on the proposal form accepted by the Customer (“Proposal”). These Terms apply to all work and materials provided by Contractor identified under or in connection with the Proposal.

Contractor is a residential builder licensed in the State of Michigan, Builders License No. 262300073.

1. Scope of Work. Contractor will furnish the labor, materials, and work as described in the Contract Documents (the “Work”). The “Contract Documents”, which are incorporated herein and made a part of these Terms, consist of the Proposal, these Terms, and any Change Orders executed subsequent to the Proposal.
2. Price and Payment Terms. The price for the Work is set forth under the Proposal, subject to additions and deductions set forth under any Change Orders. Upon execution of the Proposal, Customer shall promptly pay to Contractor fifty percent (50%) of the total price set forth under the Proposal prior to the delivery of materials in connection with the Work. The remaining balance shall be paid immediately upon substantial completion of the Work, and Contractor will provide notice to Customer of the substantial completion of the Late payments shall be subject to a late fee on the outstanding balance at the rate of 18% per annum until paid. Customer’s failure to timely make any required payment is an act of default and, in addition to all other legal remedies available to Contractor, Contractor may immediately suspend any Work until the default is fully cured.
3. Insurance Proceeds. If the price is to be paid, in whole or in part, from the proceeds of a residential or commercial insurance claim, then:
   1. Customer shall instruct Customer’s insurer to issue directly to Contractor a single party check payable to Contractor. Alternatively, if the insurer is unable to issue a single party check payable directly to Contractor, Customer shall add Contractor as an additional payee on all insurance proceed checks and will facilitate prompt payment to Contractor.
   2. If Customer’s insurer requires direct payments to only Customer for the Work, then Customer shall provide Contractor with written confirmation of such requirement from the insurer. Customer acknowledges that all such direct payments to Customer shall be held in trust for Contractor by Customer and that Customer shall promptly deliver to Contractor all payments received by Customer for the Work.
   3. Customer shall remain solely responsible for payment to Contractor of all amounts due under the Contract Documents.
4. Commencement and Completion. Contractor will commence with the Work after obtaining all necessary permits, subject to Excusable Delays and Contractor’s scheduling, and all initial payments required under these Terms. Any completion time frames or dates provided or represented by Contractor are only approximates and estimates. The Work shall be completed as soon as reasonably possible subject to delays caused by weather conditions, labor problems, fire, material shortages, energy shortages, environment conditions, nonpayment of sums due Contractor, Customer or Customer’s agents, building inspections, unforeseen conditions, casualties, or other causes beyond the reasonable control of Contractor (collectively “Excusable Delays”). Contractor shall not be liable or responsible for any breach, default, or damages relating to or arising from any Excusable Delays.
5. Change Orders. Any labor, materials, or other work not specified in the Contract Documents, including any extra or additional work, will not be required of Contractor except upon change order signed or agreed to in writing by Customer and accepted by Contractor (“Change Order”). Customer may request that Contractor add to, change, or delete from the scope of Work, and the price and time for completion shall be adjusted accordingly. Contractor cannot proceed with any requested change in the Work until a Change Order is agreed If, for any reason, a valid Change Order is not completed but paid for, Contractor’s liability shall be limited to the issuance of a credit for such Change Order amount. Any change in applicable building codes during the course of the Work shall constitute extra work, the costs for which shall be verified by Change Order. Contractor shall not be held responsible or liable for any delays caused by any dispute concerning, or refusal by Customer to execute, a Change Order. Payment for a change in the Work shall be paid by Customer immediately upon substantial completion of the Change Order work, unless otherwise agreed to in writing by Contractor.
6. Additional Customer Requirements. Customer, in addition to other obligations as provided by the Contract Documents, shall promptly respond to questions and issues raised by Contractor regarding the Work or Contract Documents, including, but not limited to, selection of items, materials, and colors required during the construction In the event Customer fails to make selections, Contractor may, upon notice to Customer, continue construction and make necessary selections, in which case, Customer agrees to accept same, or Contractor may suspend the Work. Customer shall also exercise Customer’s best efforts to enable Contractor to perform the Work in the best way and most expeditious manner.
7. Contractor’s Duties. Contractor shall complete the Work in a workmanlike manner according to the standard practices prevalent in Contractor’s trade.
8. Supervision of Work. Customer agrees not to issue any instructions to or otherwise interfere with Contractor’s employees, workers, or subcontractors. Customer further agrees not to engage or negotiate for additional work with Contractor’s employees, workers, or subcontractors except with Contractor’s prior written consent, which may be withheld or granted on whatever conditions Contractor deems advisable in the exercise of Contractor’s sole discretion.
9. Materials. If materials specified are not available or there exists a shortage of any supply or material, Contractor may substitute materials of similar quality and kind. Any and all additional materials that were ordered by Contractor, consistent with industry practices, that are left over after the completion of the Work are the property of Contractor.
10. Mold. Customer agrees and acknowledges that mold can grow naturally indoors. Mold spores may also enter through open doorways, windows or other sources and it is virtually impossible to determine how or why mold growth occurs. Customer acknowledges that Contractor makes no warranty, representation, or covenant regarding the presence or absence of mold. Contractor shall not be responsible for any damage, injury, loss of income, emotional distress, loss of use, loss of value, or adverse health effects resulting from the presence of mold.
11. Concealed or Latent Conditions and Defects. The Proposal price, unless otherwise specifically stated, presumes that the condition of the job site, Customer’s property, and Customer’s wood decking are all in adequate condition. During performance of the Work, concealed or latent conditions, non-code construction, or other unknown factors may be discovered and require correction, such as rotting, decay, defective construction, or inadequate decking. In the event that such conditions or defects need to be repaired or replaced, such work shall be treated as an add-on to the Work and the cost thereof shall be added to the Proposal price. Contractor shall endeavor to bring such matters to the attention of Customer and advise Customer of the estimated additional charges and time needed to complete such repairs or replacements. Contractor may suspend or terminate all Work in the event that Customer refuses any repairs or replacements deemed necessary or advisable by Contractor.
12. Cleanup and Storage. Contractor will make reasonable efforts to keep the job site in a clean condition consistent with normal construction practices. Contractor shall be permitted to store materials, tools, and equipment on site during performance, or in anticipation of, its Work.
13. Immaterial or Consequential Damages. Customer agrees that Contractor is not responsible for the following damages: slight scratching/denting of gutters, oil droplets in driveway, slight fractures and/or breaks in concrete, broken plants or shrubbery, drywall damage, hidden sprinklers, or interior items that fall due to construction vibrations.
14. Licenses. A residential builder or a residential maintenance and alteration contractor is required to be licensed under article 24 of the occupational code, MCL 339.2401–.2412. An electrician is required to be licensed under the electrical administrative act, MCL 338.881–.892. A plumbing contractor is required to be licensed under the state plumbing act, MCL 338.3511–.3569. A mechanical contractor is required to be licensed under the Forbes mechanical contractors act, MCL 338.971–.988.
15. Limited Warranty. Customer’s sole warranty from Contractor for the Work, which is provided only upon completion of the Work and full payment of all sums due Contractor under the Contract Documents, is the following “Limited Warranty”:
    • Contractor warrants to Customer for a period of fifteen (15) years from the date of completion of the Work that the Work will comply with all applicable building codes and regulations. In the event that Customer claims that there is a defect in the Work which constitutes a breach of such warranty, Customer shall immediately notify Contractor in writing, identifying the claimed defects, and specifying the reason(s) why Customer believes that such defects constitute a breach of the warranty. Contractor shall then have the opportunity to inspect the Work and any claimed defects. If it is determined that there are defects in the Work that breach the warranty provided herein, then Contractor shall repair or remedy such defects at Contractor’s expense. The Limited Warranty does not include or cover, and Contractor shall not be responsible for damage or defects caused by or resulting from: leaks or damage caused by winds in excess of 60 m.p.h.; ice dams; pre-existing or unforeseen conditions such as high pressure fire systems, plumbing, ventilation, or anything attached to the decking that was unknown to Contractor; storms or hail; improper or lack of normal maintenance; ground movement or settlement; abuse or alterations to the Work not made by Contractor; or events or causes outside of Contractor’s control. This Limited Warranty is not transferable or assignable. OTHER THAN THE LIMITED WARRANTY SPECIFIED UNDER THIS SECTION, CONTRACTOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR HABITABILITY. ANY OTHER WARRANTY IS EXPRESSLY DISCLAIMED BY CONTRACTOR.
16. Customer Default. If Customer is in default of the Contract Documents, Contractor may, in addition to all other available remedies at law or in equity, terminate its Work and recover from Customer its costs, lost profits, and any other damages and expenses caused by Customer’s default or breach, including reasonable attorney fees and court costs. Contractor may, by collection, lien, litigation, or foreclosure enforce payment of all amounts due hereunder.
17. Liquidated Damages. In the event that Customer terminates or cancels the Work after executing the Proposal but before any Work has commenced, Customer agrees to pay to Contract an amount equal to 25% of the total price stated in the Proposal as liquidated damages. The parties intend that these liquidated damages constitute compensation and not a penalty. The parties acknowledge and agree that the harm caused by a Customer to Contractor in such event, and the cost incurred to Contractor, would be impossible or very difficult to accurately estimate and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from such an event.
18. Contractor Default. If Contractor fails to perform Work in compliance with the Contract Documents, or is otherwise in default of these Terms, Customer shall promptly notify Contract and provide Contractor with 30 days to cure any such default. Provided Contractor is not prevented from curing the default by any Excusable Delay, if Contractor’s default is not cured within 30 days of receiving notice, Customer may, by written notice, terminate Contractor’s right to perform any further portions of the Work, provided Customer has paid Contractor all amounts due for Work performed through the date of termination.
19. Waiver of Subrogation. Customer waives subrogation against Contractor and subcontractors on all property and consequential loss policies carried by Customer during and after completion of the Work. If the insurance policies require an endorsement to provide for continued coverage when there is a waiver of subrogation, the policy owner will cause them to be so endorsed.
20. Entire Agreement. The Contract Documents represent the entire agreement between the parties, and it is acknowledged that no other statement, representation, or agreement, either oral or written, irrespective of by whom made, in any way binds the parties. The Contract Documents may be modified or amended only by a written document signed by all of the parties.
21. Arbitration. Contractor reserves the sole right to choose to resolve all claims or disputes arising out of the Contract Documents through arbitration in accordance with the construction industry arbitration rules of the American Arbitration Association. All arbitration hearings shall be held in a location determined solely by Contractor. Judgment upon the award may be entered in any court of competent jurisdiction. The decision of the arbitrator shall be final and binding upon the parties.
22. Miscellaneous Provisions
    1. Customer acknowledges that Contractor may, at its discretion, enter into subcontracts with various subcontractors to perform the Work. Nothing in this agreement shall create a contractual relationship between Customer and a subcontractor.
    2. The Contract Documents shall be binding upon and inure to the benefit of the parties, their executors and administrators, and successors or assigns.
    3. All notices, deliveries or tenders given or made in connection herewith shall be deemed completed and legally sufficient if mailed by ordinary mail or delivered to the party for whom the same is intended at the address below or any new address for which proper notice of change has been given.
    4. Where the Contract Documents are executed by more than one Customer, any subsequent modification approved by either of the Customers shall be binding upon both once accepted by Contractor.
    5. If any term, covenant, or condition in the Contract Documents or the application of which to any party or circumstance shall to any extent be invalid or unenforceable, the remainder of the terms, covenants, and conditions within the Contract Documents, or the application of such terms, covenants, or conditions 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 Contract Documents shall be valid and enforced to the fullest extent permitted by law.
    6. The waiver of or failure to enforce any provision of the Contract Documents by Contractor with regard to any specific instance shall not affect Contractor’s right to enforce that provision or any other provision at a subsequent time.
    7. The Contract Documents and any dispute arising out of or related to the Contract Documents shall be governed by the laws of the State of Michigan.
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