GENERAL TERMS AND CONDITIONS

1. These terms and conditions for services (these “Terms”) govern the provision of services by WOODLOT, Inc., a Florida corporation (“Contractor”) on or after the date first set forth above (“Effective Date”) to the customer (“Owner”) identified in the work authorization form to which a copy of these Terms is attached, (together with any exhibits or attachments thereto “Work Authorization”).

2. The accompanying Work Authorization and these Terms collectively comprise the entire agreement (“Agreement”) between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written or oral, expressed or implied. In the event of any conflict between these Terms and the Work Authorization, these Terms shall govern.

3. These Terms prevail over and supersede any of the Owner’s general terms and conditions regardless of whether, how, or when presented by Owner, whether in the form of a proposal, order or request of any kind. The provision of services to Owner does not constitute acceptance of any of the Owner’s terms and conditions and does not serve to modify or amend these Terms. Instead, Owner’s acceptance of any Services by Contractorshall be deemed Owner’s full and conclusive acceptance of these Terms.

Subject to the full and timely payment of all fees due hereunder, Contractor shall provide the services to Owner as described in the Work Authorization (the “Services”) in accordance with these Terms. Contractor is not responsible or obligated to perform any work that is not clearly outlined and listed in the Work Authorization, including but not limited to the following: preparation of the job site, cleaning of any kind, plumbing, electrical work, installation or handling of appliances, installation of countertops, sinks, faucets, backsplashes, installation, or connections to, or provision of, sources of power, water, heating and ventilation systems, obtainment and closing of permits, testing, supervision, etc. Any services not expressly listed in the Work Authorization are not the responsibility of Contractor, regardless of the degree of proximity or relatedness to the Services performed by Contractor.

Contractor shall use all reasonable efforts to meet any performance dates outlined in the Work Authorization, but any such dates shall be estimated time frames only, and Contractor shall not be responsible for any delays of any length and for any reason as to dates not being met, regardless of whether such delays are, in whole or in part, due to, foreseeable by, or in the control of, Contractor.

In addition to any other requirements set forth in the Work Authorization, Owner shall:

1. Cooperate with Contractor in all matters relating to the Services and provide such access to Owner’s premises, work areas, staging areas and such other reasonable use of space and facilities as may be requested by Contractor for the purposes of performing the Services.

2. Respond promptly and in a “time is of the essence” manner to any Contractor request to provide direction, information, approvals, authorizations, or decisions that are necessary for Contractor to perform Services in accordance with the requirements of this Agreement.

3. Provide any and all Owner purchased materials and information pertinent to the scope of the Services as required in order for Contractor to perform the Services in a timely manner and ensure that such Owner materials or information are complete and accurate in all material respects.

4. Ensure all walls are adequately reinforced prior the installation of any wall units. Owner assumes all liability resulting from its failure to ensure any walls on the Premises are adequately reinforced.

5. Indemnify Contractor for any delay, change or refusal to provide the materials and information requested and required by Owner in a timely manner hereby causing delays and financial loss to Contractor or any additional cost incurred by Contractor not included in the Services.

6. Comply with all applicable laws in relation to the Services before the date on which the Services are to start.

Upon the occurrence of any supply chain disturbances, shortages, delays, or other unforeseen circumstances including, but not limited to, manufacturer delays, material shortages, discontinued items, cost escalation, or expediting fees, Contractor may, in its sole discretion, replace or provide alternate materials of comparable quality a material alternate comparable in Contractors sole discretion to the original item or material to be used in provision of the Services.

If Contractor’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Owner or its agents, subcontractors, consultants, or employees, Contractor shall not be deemed in breach of its obligations under this Agreement and shall not be otherwise liable for any costs, charges, fees, surcharges, or losses sustained or incurred by Owner, in each case, to the extent arising directly or indirectly from Owner’s acts or omissions.

1. If Owner wishes to change the scope or performance of the Services, it shall submit details of the requested change to Contractor in writing, in the form of new Specifications superseding the existing one (such superseding Specifications shall be referred to as the “Change Order”). Neither party shall be bound by any Change Order unless the Change Order is signed by both parties. All Change Orders shall be presented at least 48 hours prior to the performance of the portion of the Services to be changed by the Change Order. Any Change Order not presented to Contractor as specified in the immediately preceding sentence shall be deemed automatically rejected.

2. Contractor may charge for the time it spends assessing and documenting a change request from Owner on a time and materials basis in accordance with the Work Authorization or, if not specified in the Work Authorization, at a current market rate per hour or fraction thereof.

1. Unless otherwise expressly stated in the Work Authorization, all amounts owed to Contractor are due in full, in advance of the performance of any Services or the ordering of any materials, whichever is earlier, in each case without deduction or setoff. Contractor’s fees are subject to change in Contractor’s sole discretion, from time to time and without prior notice. Unless otherwise stated in the Work Authorization, any fees set forth in the Work Authorization and the specifications attached and incorporated thereto (“Specifications”) will remain valid for ten (10) days after the date of the Work Authorization, or the date of the Specifications incorporated therein, if later. Unless otherwise expressly stated in the Work Authorization, Owner shall make all payments hereunder in US dollars via wire transfer, check, or other payment method approved in advance by Contractor in writing. Interest accrues on all unpaid sums from Owner at the highest legal rate from the date the payment was originally due, until all sums owed to Contractor are paid in full (including interest), before and after judgment. 

2. Contractor may, in addition to any other remedies available to it, suspend performance for all Services and for any other services to be rendered to Owner, including at different locations, and under any agreement with Owner, without any liability therefor, until payment has been made in full.

3. Contractor reserves the right to file and record a construction lien claim and, if necessary, file suit for lien foreclosure to recover unpaid sums due to it and any costs associated with the collection of funds due, including, but not limited to the expenses associated with securing lien and foreclosure. If Contractor is providing services on more than one project for Owner, Contractor may record construction liens on all of the properties on which Contractor is providing services for the same Owner, without any restriction, and regardless of the amount of unpaid fees or reimbursable expenses.

4. Without prejudice to any other right or remedy it has or may have, Contractor may, upon written notice to Owner, offset or recoup any liability it owes to Owner against any liability for which Contractor determines Owner is liable to Contractor under this Agreement.

5. To the extent applicable to any of the Services provided by Contractor, Owner expressly waives the escrow requirements of Section 501.1375(2), Florida Statutes, and agrees to pay all fees owed to Contractor as set forth in these Terms.

Owner shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Owner hereunder.

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered or shown to Owner under this Agreement or prepared by or on behalf of Contractor in the course of performing the Services, including any items identified as such in the Work Authorization (collectively, the “Deliverables”) shall be owned by Contractor. Contractor hereby grants Owner a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis only to the extent necessary to enable Owner to make reasonable use of the Deliverables and the Services. The publication or commercial exploitation of Deliverables by Owner is expressly prohibited.

1. All non-public, confidential or proprietary information of Contractor, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Contractor to Owner, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied or distributed by Owner without the prior written consent of Contractor. 

2. Owner agrees to use the Confidential Information only to make use of the Services and Deliverables.

3. Contractor shall be entitled to injunctive relief for any violation of this Section, without the need to show the unavailability of a remedy at law, and without the need to post a bond or other security.

1. Contractor represents and warrants to Owner that it shall perform the Services using skilled personnel having the required experience and qualifications to perform the Services. Services shall be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and Contractor shall devote adequate resources to meet its obligations under this Agreement.

2. The Contractor shall not be liable for a breach of the warranty set forth in Section 12(a) unless Owner gives written notice of the defective Services, reasonably described, to Contractor within thirty (30) days from the discovery of the defect or one (1) year from the date of performance of the Services, whichever is earlier. Contractor shall have a reasonable amount of time to inspect the property and work performed to ascertain if the notice is for defective labor or materials. Contractor shall also have reasonable time to research and enforce any manufacturer warranty that may be applicable. 

3. Provided that the defects identified in Owner’s notice are not caused by Owner’s own conduct or improper use of the materials, and subject in each case to Section 12(b), for each valid warranty claim timely made by Owner, Contractor shall, in its sole discretion, either:

- Repair or remediate such Services (or the defective part); or 
- Credit or refund the price of such Services at the pro rata contract rate.

4. THE REMEDIES SET FORTH IN SECTION 12(c) SHALL BE OWNER’S SOLE AND EXCLUSIVE REMEDY AND CONTRACTOR’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12(a).

EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 12(a) ABOVE, CONTRACTOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR THE MATERIALS INCORPORATED AS PART OF THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; OR (E) WARRANTY AGAINST OWNER’S MISUSE, NEGLIGENCE OR INTENTIONAL ABUSE OF SERVICE ITEMS PROVIDED; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CONTRACTOR EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE MATERIALS INSTALLED FOR OWNER AND INCORPORATED AS PART OF THE SERVICES WILL REMAIN UNCHANGED OVER TIME. OWNER ACKNOWLEDGES THAT CERTAIN MATERIALS, ESPECIALLY NATURAL WOOD, IS LIKELY TO CONTAIN IMPERFECTIONS, DISCOLOR, WARP, OR OTHERWISE CHANGE OVER TIME.

IN NO EVENT SHALL CONTRACTOR BE LIABLE TO OWNER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CONTRACTORHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL CONTRACTOR BE LIABLE TO OWNER FOR ANY DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE DIFFERENCE BETWEEN (A) THE TOTAL AMOUNT ACTUALLY COLLECTED BY CONTRACTOR IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES FOR OWNER THAT GAVE RISE TO THE DAMAGES, MINUS (B) THE COST OF THE MATERIALS, TAXES, AND ALL PASS THROUGH COSTS, ASSOCIATED WITH THOSE SERVICES.

1. In addition to any remedies that may be provided under this Agreement, Contractor may terminate this Agreement with immediate effect upon written notice to Owner, if:

- Owner fails to timely comply with any of its obligations hereunder; or
- Owner requires that the Services be terminated or refuses to make payment therefor; or
- Owner fails to timely make any payment due for any work hereunder whether included in the Services, a Change Order, or otherwise.

2. Upon termination of this Agreement by Contractor, Contractor shall be released of any further obligations under this Agreement, and all amounts due and owing by Owner shall automatically and immediately become due and payable to Contractor.

No waiver by Contractor of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Contractor. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement by Contractor operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Contractor precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Owner to make payments to Contractor hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (each a “Force Majeure Event”): (a) acts of God; (b) flood, fire, earthquake, hurricane, named storms, (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. 

1. Owner shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Contractor. Any purported assignment or delegation in violation of this Section 18 is null and void at inception. No assignment or delegation shall relieve Owner of any of its obligations under this Agreement.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at their addresses set forth in the Work Authorization (or to such other address that may be designated by the receiving party in writing). All Notices are deemed duly given (a) when actually received or (b) two (2) business days after being sent via nationally recognized overnight courier (FEDEX, DHL, UPS).

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.

This Agreement may only be amended or modified in a writing which specifically states the items being amended. Any amendment or modification of this agreement must be fully executed by an authorized representative of each party.

Contractor may, as part of the Services, recommend the installation or use of products or services of third parties. Contractor makes no representation or warranty of any kind with respect to any such third-party product or services, provided, however, that Contractor will reasonably cooperate with Owner to allow Owner to enjoy the benefits of any manufacturer, installation, or distributor warranty associated with such third-party products or services, if any exists.

Contractor may own, control, or benefit from, directly or indirectly, other companies or entities (“Strategic Partners”). Contractor may, from time to time, offer to Owner the products or services provided by the Strategic Partners. Owner is not in any way bound to accept the goods or services of the Strategic Partners. Contractor’s offering of goods and services provided by the Strategic Partners is for informational purposes only and in no way is Contractor’s provision of Services to Owner conditioned upon Owner’s acceptance of the goods or services provided by the Strategic Partners. Owner understands and agrees that if Owner accepts any goods or services provided by the Strategic Partners, Owner does so at Owner’s own risk and by Owner’s own free choice.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

Any legal suit, action, or proceeding arising out of or relating to this Agreement, which, as determined by the arbitrator, cannot be resolved by arbitration pursuant to Section 30, shall be instituted exclusively in the federal courts of the United States of America or the courts of the State of Florida, in each case located in the City of Miami, Miami-Dade County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Any claim or controversy arising out of or relating to this Agreement shall be resolved exclusively by arbitration in Miami-Dade County, Florida in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator shall be appointed by the AAA from among the members of its panels who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case. However, the arbitrator may, in his or her discretion, award reasonable attorney’s fees to the prevailing party. All arbitration proceedings shall remain confidential to the fullest extent permitted by law. The arbitrator shall have exclusive authority to make arbitrability determinations and to determine its own jurisdiction. Further, the arbitrator shall have the power to issue temporary or permanent injunctions, and any other form of equitable or declaratory relief.