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Terms and Conditions

PARTIES AND SCOPE OF WORK

Covertek (Pty) Ltd (hereafter called “Contractor”), shall mean the company performing the work.

“Work” means that specific services to be performed by the Contractor as set forth in the quotation or in any agreement between the Contractor and client.

“Client” refers to the person(s) or business entity ordering the work to be done by the Contractor and shall be responsible for the payment thereof.

If Client is ordering the work on behalf of another, Client represents and warrants that Client is the duly authorized agent of said party for the purpose of ordering and directing said work. Unless otherwise stated in writing, the Client assumes sole responsibility for determining whether the nature of the work ordered by the Client is adequate and sufficient for the Client’s intended purpose. In performing its Work, the contractor shall be entitled to rely on the work of third parties, the representations of Client and the public record and shall be under no obligation to verify any of the foregoing. The ordering of additional service and/or materials from contractor beyond the scope of the Work shall constitute acceptance of the terms of these General Conditions as to such additional services and/or materials.

The Contractor shall furnish the labor and material to perform the work described in the quotation and contract. The Contractor does not provide design, engineering, consulting or architectural services. It is the Client’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 the Contractor, the Client warrants that they are sufficient and conform to all applicable laws and building codes. The Contractor 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 the Contractor from what is specified. The Contractor 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 the Contractor’s roofing work is installed.

RIGHT OF ENTRY

The client shall provide rights of entry for the Contractor and/or their representatives and necessary permissions in order for the Contractor and/or their representative to complete its services.

DECK

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

INTERIOR PROTECTION

Client acknowledges that re-roofing of an existing building may cause disturbance, dust, debris or fireproofing to fall into the interior. Client agrees to remove or protect property directly below the roof in order to minimize potential interior damage. Contractor 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 Client did not remove or protect prior to commencement of roofing operations. Client shall notify tenants of re-roofing and the need to provide protection underneath areas being re-roofed. Client agrees to hold Contractor 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 quotation. Unforeseen conditions that may affect the work will be reported to Owner and authorization requested prior to permanent repairs being performed.

ROOF PROJECTIONS

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

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

Client acknowledges that odors and emissions from roofing products will be released as part of the roofing operations to be performed by Contractor. Client is aware that roofing products emit fumes, vapors and odors during the application process. Some people are more sensitive to these emissions than others. Client shall hold Contractor harmless from claims from third parties relating to fumes and odors that are emitted during the normal roofing process.

ROOFTOP SAFETY

Client warrants there will be no live power lines on or near the roof servicing the building where Contractor will be working and that Client will turn off any such power supplies to avoid an electrocution risk to Contractor employees. Contractor’s price is based upon there not being electrical conduit, cables, wires or other materials embedded within the roof assembly or attached directly to the underside or topside of the roof deck upon which Contractor will be installing the new roof.

Client will indemnify Contractor from personal injury and other claims and expenses if Client fails to turn-off power so as to avoid injury to Contractor personnel or resulting from the presence of electrical conduit and live electrical power. Contractor is not responsible for costs of repair or damages, including disruption of service, resulting from damage to undisclosed or concealed electrical or other utility lines. Client shall shut down roof located electronic equipment that emits or receives radio frequency waves while roofing contractor is to be working on the roof so that roofing personnel will not be subject to radio frequency waves or electromagnetic radiation while working on the roof and shall indemnify and hold Contractor and its personnel harmless from any personal injury claims resulting from a failure by Client to do so.

Contractor is not responsible for the safety of persons on the roof other than its own employees. Client and general contractor agree to indemnify and hold Contractor harmless, including attorney’s fees, from claims for personal injury by persons or entities whom owner or general contractor have allowed or authorized to be on the roof.

SITE CONDITIONS

Contractor shall be provided with direct access to the work site for the passage of trucks and materials and direct access to the roof. Contractor shall not be required to begin work until underlying areas are ready and acceptable to receive Contractor’s work and sufficient areas of roof deck are clear and available and free from snow, water or debris to allow for continuous full operation. If Contractor is required to perform its work out of sequence, to undertake multiple mobilization and demobilization, or to work around obstructions or equipment that were not shown on the original plans, Contractor shall be entitled to additional compensation and time commensurate with the additional costs and time expended by Contractor. The raising, disconnection, re-connection or relocation of any mechanical equipment on the roof that may be necessary for Contractor to perform the roofing work shall be performed by others or treated as an extra.

COST ESCALATION

Roofing materials and equipment are sometimes subject to unusual price volatility due to conditions beyond the control or anticipation of Contractor. If there is an increase in the actual cost or shipping and receiving of materials or equipment between the date of this proposal and the time when the work is to be performed, the amount of the contract may be increased to reflect the additional cost to Contractor, upon submittal of written documentation and advance notice.

MATERIAL SUBSTITUTION

In the event that any specified material or equipment becomes unavailable either temporarily or permanently after the contract is executed, Contractor may need to provide an “equal” substitute. Any substitution will not affect the overall performance or warranty of the project. Additionally, material delays may cause an overall project delay. In the event of temporary material unavailability, the contract time shall be extended to reflect the duration of time that the contractor is delayed by the unavailability. To the extent an available substitute is provided by Contractor under this provision, any increase in the cost between the originally specified material and equipment and the substitute shall be paid by the Client to the Contractor, upon prior approval.

CHANGES

Unless otherwise specified in writing, the price for the work is based on the understanding that all structural members and other components are in fact in sound condition. If any conditions are encountered that are not currently visible, the Client agrees to pay the Contractor additional compensation that may be necessary based upon the Contractor’s normal rates and as agreed to in writing by both parties.

Any alteration or deviation from the scope of work involving extra costs will be executed only upon agreement by both parties, and will become an extra charge over and above the estimate.

The Client agrees that the Contractor has the right to substitute materials with equal or superior quality materials should the materials listed in the description of the work become unavailable for any reason. Contractor has the right to make such substitution without notice to or permission from the Client.

SCHEDULING OF WORK

If Contractor is required to delay commencement of the work or if, upon embarking upon its work, Contractor is required to stop or interrupt the progress of the work as a result in changes in the scope of work requested by Client, to fulfill the requirements of third parties, strikes, accidents or other interruptions in the progress of construction, or other causes beyond the direct control of Contractor, additional charges may be applicable and payable by Client and the approximate completion date of the work shall be extended to take into account the period of delay. Contractor shall not be liable for any delay damages. Any delays caused by any event or events beyond the control of contractor do NOT constitute abandonment and are not included in calculating timeframes for payment or performance.

TERMINATION

If either party fails to fulfill their obligations under the agreement, the non-breaching party shall have the right to terminate this agreement by written notice of termination, specifying the effective date thereof, at least two (2) business days before effective date , in which event Client shall be obligated to immediately pay Contractor compensation for any work completed prior to the effective date of termination, including charges for both labor performed and materials purchased by Contractor prior to such date, in addition to Contractor’s overhead and profit on the portion of the work which remains uncompleted as of the cancellation date.

In the event Client cancels this agreement more than three (3) business days after the date of the agreement, for any reason not related to Contractor’s failure to fulfill in a timely and proper manner its obligations under this agreement, Client shall be obligated to pay to Contractor, as liquidated damages and not as a penalty, a sum of money equal to twenty-five percent (25%) of the contract price, or Contractor’s charges for labor and materials provided prior to cancellation, whichever amount is greater.

WARRANTY

The work will be performed in accordance with the agreement, all required building codes, inspections, these terms and conditions, and generally accepted practices. All building & zoning permits, inspections and costs if required are the responsibility of Client unless specifically noted otherwise.

Workmanship is guaranteed as indicated in the contract between Contractor & Client. The manufacturer’s product warranty is the only warranty on the product described on the other side of this contract, there is no other product warranty. The foregoing warranties and remedies are exclusive and in lieu of all other warranties, remedies, guaranties, and liabilities, expressed or implied, arising by law or otherwise, included, without limitation, the implied warranties of merchantability and fitness for a particular purpose, all of which are expressly excluded. All warranties are void if sums due to the contractor are not paid in full, or if unauthorized service, alterations or adjustments have been made to any of the work.

PAYMENTS

Unless stated otherwise and agreed in writing, Client shall pay a 30% deposit upon signage of the contract.

All payments are due in full within 30 days of substantial completion / invoice date unless other arrangements are made in writing, agreed to, and signed by both Contractor and Client. If payments due under this agreement are not paid in full within thirty (30) days of the date such payments are due, the Contractor reserves the right to pursue all appropriate remedies, including stopping work with two (2) days prior written notice.

If at any time an invoice remains unpaid for a period in excess of thirty (30) days, a service charge of one and on half percent (1½ %) per month from the date of original invoice, an effective maximum rate of eighteen percent (18%) per annum, will be charged on past due accounts.

Timely payment of amounts due under this agreement is a condition of this agreement. Failure to make payments in full within the time limits stated above will be considered substantial non-compliance with the terms of this agreement and will be cause for termination of this agreement if Contractor so chooses.

In the event a lien or suit is filed by Contractor to collect any amounts owed under this agreement, Client agrees to pay Contractor reasonable attorney’s fees, plus all costs and other expenses incurred by Contractor in connection with such lien or suit.

All parties agree to waiver of trial by jury.

DISPUTE RESOLUTION

If a dispute shall arise between Contractor and Client with respect to any matters or questions arising out of or relating to this Agreement or the breach thereof, Contractor and Client will seek to mediate the dispute.The result rendered by the arbitrators shall be final, and judgment may be entered upon it in any Court having jurisdiction thereof.Any legal claim against Contractor alleging any breach of this contract or negligence by Contractor must be initiated no later than two (2) years after Contractor performed the roofing installation covered by this contract.Collection matters may be processed through litigation or arbitration at the discretion of Contractor.

LIMITATION OF LIABILITY

Contractor shall not be liable for damages of any kind which result from fire, flood, strike, third parties, acts of God, acts of terrorism, or by any other circumstances which are beyond the control of Contractor including but not limited to severe weather.

Contractor’s liability for damages of any kind due to breach of warranty, contract, error, omission or negligence or any sort shall be limited to a maximum of the total amount paid to Contractor under this contract. Under no circumstances shall Contractor be liable for special, indirect or consequential damages.

In the event the client desires to make any claim against Contractor, Client shall provide Contractor with written notice of the claim within seven days from the date client, or its agents, first discovers the claims or the same shall be barred. Any claims against Contractor brought on this contract or in any way arising out of this contract must be filed within one year from the time the cause of action accrued or it shall be time barred.

Under no circumstances shall any employee or worker or sub-contractor of Contractor have any individual liability to Client, notwithstanding the aforesaid, in the event any judgment is entered against any such individual, Client agrees to look exclusively to the assets of Contractor for satisfaction of said judgment.

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

INSURANCE

Contractor to carry worker’s compensation and general liability insurance on above work. Client to carry fire, builder’s risk and property insurance, including labor and materials furnished by Contractor, 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 Contractor shall not be withheld by reason of any damage or claim against Contractor covered by liability, property or builder’s risk insurance.

SEVERABILITY

In the event that any provisions herein shall be deemed invalid or unenforceable, the other provisions hereof shall remain in full force and effect and binding upon the parties hereto.

MOLD DISCLAIMER

This contract does not include, unless explicitly specified, any mold abatement, removal, or cleaning. If mold is found existing on the premises, any cost to abate, remove, or clean shall be paid by client as an extra. In addition, any warranty given to you under this contract does NOT include the cost to abate, remove, or clean mold that may be found on the premises in the future.

Contractor and Client are committed to acting promptly so that roof leaks are not a source of potential interior mold growth. Client will make periodic inspections for signs of water intrusion and act promptly including prompt notice to Contractor if Client believes there are roof leaks, to correct the condition. Upon receiving notice, Contractor will make roof repairs. Client is responsible for monitoring any leak areas and for indoor air quality. Contractor is not responsible for mold or indoor air quality. Client shall hold harmless and indemnify Contractor from claims due to indoor air quality and resulting from a failure by Client to maintain the building in a manner to avoid growth of mold.