STUDERUS ELECTRIC INC. – TERMS AND CONDITIONS OF CONTRACT
1. Definitions
"Work" means all labor, materials, equipment, and services to be provided by the Contractor as described in the Scope of Work.
"Agreement" means these Terms and Conditions and any attached proposal or estimate.
“Site” signifies the location where the work is to be executed.
“Change Order” refers to a written document mutually signed by both Parties, modifying the Scope of Work, price, or schedule.
“Proper Invoice” holds the definition provided in the Ontario Construction Act.
“Force Majeure Event” is defined as any event beyond the reasonable control of Party.
"Extras" means any additional work, materials, or services not included in the original Scope of Work.
"Contractor" means Studerus Electric Inc., as identified in this Agreement.
"Customer" means the person or entity named in the proposal or estimate and who accepts the Agreement.
"Invoice" means any written request for payment issued by the Contractor to the Customer for Work performed or materials supplied.
"Lien" means a legal claim against the property for unpaid work or materials, as defined in the Ontario Construction Act.
"Parties" means the Contractor and the Customer, and "Party" means either one of them.
"Proposal" or "Estimate" means the document(s) provided by the Contractor to the Customer describing the Work, pricing, and terms, and incorporated into this Agreement.
"Scope of Work" means the description of work, services, and deliverables to be provided by the Contractor as set out in the Estimate, Proposal, or any Change Order.
"Substantial Performance" has the meaning ascribed to it in the Ontario Construction Act.
"Notice of Non-Payment" has the meaning ascribed to it in the Ontario Construction Act.
"Hazardous Materials" means any substance, material, or waste that is regulated as hazardous under applicable laws, including but not limited to asbestos, lead, mold, and chemicals.
"Warranty Period" means the period of one (1) year from the date of first installation, during which the Contractor warrants the Work as set forth in Section 12.
"Completion" means the date on which all Work, including any deficiencies, is finished to the satisfaction of the Customer and in accordance with the Agreement, except for warranty obligations.
"Final Completion" means the date when all Work, including all deficiencies, is fully completed and accepted by the Customer, and all final documentation, including warranties and manuals, has been delivered.
"Demobilization" means the process of removing personnel, equipment, and materials from the Site upon completion or termination of the Work.
2. Parties
This Agreement is made effective as of the date of acceptance by the Customer.
BETWEEN:
Studerus Electric Inc., a corporation incorporated under the laws of Ontario, having its principal place of business at [1921 Kyle Court, London, Ontario, Canada, N6G 0A6] (hereinafter referred to as the “Contractor”)
AND
Client Named in proposal above (hereinafter referred to as the “Customer”)
Throughout this Agreement, Studerus Electric Inc. and the Customer may be referred to individually as a “Party” and collectively as the “Parties.”
3. Binding Agreement & Acceptance
By accepting this estimate via FreshBooks software, by payment of any amount towards this estimate, or by signing below, the Customer acknowledges and agrees that these Terms and Conditions form a binding construction contract between the Customer and Studerus Electric Inc. (“Contractor”) under the laws of Ontario, Canada. Consideration of $1.00 is hereby acknowledged by both parties.
4. Scope of Work & Site Conditions
- The Contractor will supply and commission the items and services as detailed in this estimate.
- The scope of work may be adjusted as the project progresses. The Contractor will notify the Customer of any significant changes or anticipated overruns as soon as reasonably possible.
- All work will be performed during normal working hours (8:00am–5:00pm), unless otherwise agreed in writing.
- The Customer warrants that the work area is free of asbestos and hazardous materials unless otherwise disclosed in writing prior to commencement.
- The Customer shall provide the Contractor with reasonable access to the site and ensure that the site is safe, clear, and ready for work. Delays or additional costs arising from inadequate site access or unsafe conditions will be the responsibility of the Customer.
- If hazardous materials are discovered after commencement of the Work, the Contractor may suspend work until the Site is rendered safe at the Customer’s expense. Any resulting delays or additional costs shall be the responsibility of the Customer.
5. Change Orders
Any changes to the Scope of Work must be documented in a Change Order, signed by both Parties, specifying the change, cost, and any adjustment to the completion date. The Contractor is not obligated to perform additional Work until a Change Order is executed.
6. Insurance and WSIB
The Contractor shall maintain, at its own expense, general liability insurance and Workers’ Safety and Insurance Board (WSIB) coverage as required by Ontario law. Proof of insurance and WSIB clearance certificate will be provided upon request.
7. Health & Safety
The Contractor and its employees will comply with all applicable health and safety laws and regulations, including the Occupational Health and Safety Act (Ontario). The Customer shall ensure the Site is safe and comply with all applicable laws.
8. Billing Method
Please Check Option A (Quoted) or B (Time and Material). If no box is selected this contract will default to Option "A Quoted (Fixed)" unless described as "Time and Material" in the scope of work description in the Estimate/Quote/Proposal/ or Invoice.
(check one):
[ ] A. Quoted (Fixed Price) Contract
The Customer agrees to pay the Contractor the fixed price indicated on the accepted estimate/quote (plus applicable taxes) for the scope of work described.
- All sales over $1,000 require a 30% refundable deposit before work commences.
- All prices are firm for thirty (30) days from the date of the quotation. After this period, prices are subject to review and adjustment.
- The quoted pricing is based on the number of devices to be installed and services to be performed. If actual devices or services exceed
the original scope (Extras), The additional work will be billed at $70/hour plus materials at a 5% markup.
- If the agreement extends beyond one year, the Contractor may increase prices upon notice to the Customer.
[ ] B. Time and Material (T&M) Contract
The Customer agrees to pay the Contractor for all labor at the rate of $70 per hour and for all materials supplied at actual cost plus a 5% markup. There will be a minimum labor charge equivalent to two (2) hours per visit, per contractor employee, at the prevailing hourly rate, regardless of the actual time spent on site.
- The Contractor shall maintain daily records of labor hours and materials used. These records will be provided to the Customer with each invoice. Receipts and timesheets will be available for Customer review upon request.
- Travel time, equipment rental, and other reimbursable expenses will be billed at actual cost plus a 5% markup, unless otherwise agreed in writing.
- Invoices will be issued Monthly and are due within 30 days of the invoice date.
- A 10% statutory lien holdback will be withheld from each invoice
- No fixed price is implied or guaranteed under this Agreement.
Labor Rate and Staffing Provisions:
-
The $70 labor rate is fixed for any and all contractor employees providing services under this Agreement, regardless of age, race, sex, or skill level, including but not limited to laborers, apprentices, journeypersons, and master electricians. The labor rate of $70 per hour represents an average rate for all skill levels.
-
The Contractor expressly reserves the right, at its sole discretion, to dispatch employees or staff of any skill level to perform the services required under this Agreement.
9. Payment Terms
Payment is due as per the invoice due date. Overdue payments are subject to a late fee of 2% per month (26.82% per annum).
Accounts 45 days past due may result in a lien being placed on the property. All costs to place and maintain the lien will be added to the outstanding balance and are the Customer’s responsibility.
Interest starts accruing after 30 Days from "date of issue" listed on the Invoice.
Any legal fees incurred by Studerus Electric Inc. in collecting overdue amounts shall be paid by the Customer.
10. Methods of Payment
E-Transfer to vincentstuderus@hotmail.com
Cheque or Cash
Credit Card (subject to a 5% transaction fee upon request)
11. Retention of Title
Title to all materials and equipment supplied by the Contractor shall remain with the Contractor until full payment of the contract price and any applicable charges are received. The Contractor reserves the right to remove any unpaid-for materials or equipment from the site in the event of non-payment.
Removal of materials will not constitute trespass if the Customer is notified in advance.
12. Limited Warranty
Subject to the limitations herein, the Contractor warrants that equipment (excluding software) installed under this contract will be free from defects in materials and workmanship under normal use for one (1) year from the date of first installation, provided the balance is paid in full. This warranty does not cover defects or damages resulting from misuse, abuse, neglect, accidents, unauthorized modifications, or acts of god. Warranties are suspended if payment is overdue. Warranty does not cover manufacturer defects. Warranty is voided by third-party work.
13. Limited Liability
To the fullest extent permitted by law, Studerus Electric Inc.’s liability for any claim, whether in contract, tort, or otherwise, arising out of or in connection with this contract, shall be limited to the total amount paid by the Customer for the specific work giving rise to the claim. Studerus Electric Inc. shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profit or business interruption. Studerus Electric Inc. is not responsible for any drywall or paint damages or related expenses arising from the scope of work.
14. Employee Indemnity and Limitation of Liability
To the fullest extent permitted by law, the Customer agrees that no employee, agent, representative, or subcontractor of Studerus Electric Inc. shall have any personal liability to the Customer in connection with the performance of the services or the execution of this agreement. All claims, demands, or actions arising out of or related to this agreement shall be brought solely against Studerus Electric Inc. as the contracting party. The Customer further agrees to indemnify and hold harmless all employees, agents, representatives, and subcontractors of Studerus Electric Inc. from any and all claims, damages, losses, or expenses (including legal fees) arising out of or in connection with the performance of the work, except to the extent caused by the gross negligence or willful misconduct of such individuals.
15. Assignment
The Customer may not assign or transfer any rights or obligations under this contract without the prior written consent of Studerus Electric Inc. Studerus Electric Inc. may assign or subcontract all or part of this contract at its discretion.
16. Force Majeure
The Contractor shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, government actions, labor disputes, supply shortages, or site conditions. Completion deadlines will be extended for the duration of such delays.
17. Termination
Either party may terminate this contract by written notice if the other party materially breaches any provision and fails to remedy such breach within ten (10) days of receiving written notice. Upon termination, the Customer shall pay for all work performed and materials supplied up to the date of termination, including any applicable restocking or demobilization charges.
Termination of Convenience
Either Party may terminate this Agreement for convenience by providing fourteen (14) days’ written notice to the other Party. In such event, the Customer shall pay for all Work performed, materials provided, and reasonable demobilization costs incurred up to the termination date.
18. Prompt Payment under Ontario Construction Act
The Customer agrees to pay all proper invoices within 28 days of receipt, in accordance with the prompt payment provisions of the Ontario Construction Act. If the Customer disputes any portion of an invoice, the undisputed portion shall be paid within 28 days, and a Notice of Non-Payment, specifying the reasons for non-payment, must be provided in writing within 14 days of receipt of the invoice, as required by the Ontario Construction Act. Failure to pay or provide a proper Notice of Non-Payment entitles the Contractor to suspend work and/or register a lien, after providing the required notice under the Act. Interest will accrue on overdue amounts at 2% per month (26.82% per annum) or the maximum permitted by law 30 Days after the "date of issue" listed on the invoice.
19. Confidentiality and Privacy
The Parties agree to keep confidential all proprietary and sensitive information received in connection with the Work, except as required by law.
20. Electronic Signatures and Communications
This Agreement may be executed and delivered electronically, and electronic signatures shall be deemed to have the same legal effect as original signatures.
21. Environmental Responsibility
The Contractor will dispose of all waste generated by the Work in accordance with applicable laws and regulations. The Customer is responsible for identifying and disclosing any hazardous materials at the Site
22. Substantial Performance & Completion
For the purposes of lien rights under the Ontario Construction Act, “substantial performance” shall have the meaning ascribed in the Act.
23. Set-Off
The Customer shall not have right to offset any amounts against payments owed to the Contractor or impose back charges on the Contractor without obtaining the Contractor’s prior written consent. Any set-off or back charge made without such consent shall be deemed null and void and shall not exempt the Customer from its payment obligations under this Agreement.
24. Cost Increases and Delays in Delivery
- Customer acknowledges and agrees that material cost arising from tariffs imposed by any governmental authority or other entities, or delays in delivery that cannot reasonably be avoided through alternative material sourcing, shall be passed on to the Customer.
- In such instances, the Customer shall execute a written change request to reflect the revised costs and/or delivery timelines. The Contractor shall, upon request, provide reasonable documentation substantiating the cause of the increase or delay.
25. Circumvention
- For the duration of this Agreement and for a period of two (2) years following its termination or completion, the Customer shall not, directly or indirectly circumvent this Agreement, the Contractor’s, or its relationships with employees, craftsmen, laborers, agents, or other individuals employed or utilized by the Contractor for the Work, by offering work to them directly or entering into any agreement with except through the Contractor
- If the Customer breaches this provision by employing, contracting, or otherwise engaging such Individuals in violation of this Section, the Customer agrees to pay the Contractor liquidated damages, not as a penalty but as a genuine pre-estimate of the Contractor’s, calculated as follows:
- Cost Element Amount (CAD)
Recruitment of $3,000.00
Training costs to date $12,000.00
Training for new hires $5,000.00
Lost productivity/profit $5,000.00
Total Liquidated Damages $25,000.00
- The Parties acknowledge that amount represents a reasonable estimate the that would be incurred by the Contractor in the event of such a breach, considering the difficulty of accurately calculating actual damages, and is not intended as a penalty.
- Payment of liquidated damages does prevent the Contractor from seeking Injunctive relief or other equitable remedies available under the law.
26. Cumulative Remedies
All rights and remedies outlined in this Agreement are cumulative and not any rights or remedies available under law equity. The exercise of any single right or remedy by either Party does not preclude the exercise of any other rights or remedies.
27. Notice
Any notice or permitted under this Agreement must be in writing will be considered duly given delivered personally, sent by registered mail, courier, or mail (with confirmation of receipt) to the address specified in this Agreement or as otherwise designated in writing by either Party. Notice shall be effective upon receipt.
28. Consequences of Breach
In the event of a breach or termination of Agreement:
- The Customer shall compensate the Contractor for all work completed and materials provided up to the or termination date, including any applicable charges for restocking, demobilization, or liquidated damages as stated in this Agreement.
- The Customer must promptly return any materials, equipment, or property belonging to the Contractor that remain unpaid for or are otherwise required to be returned.
- The breaching Party shall indemnify the non-breaching Party for all reasonable legal fees and costs incurred in enforcing this Agreement.
29. Mitigation of Damages
Each Party agrees to take all reasonable measures to mitigate any loss, damage, or expenses resulting from any breach of this Agreement by the other Party.
30. Survival
Despite the expiration or termination of Agreement for any reason, provisions related to payment, indemnity, limitation of liability, non-circumvention, liquidated damages, confidentiality, and any other provisions intended to shall remain in.
31. Continuing Application of Terms
The Customer acknowledges and agrees that these Terms and Conditions of Contract shall apply to all current and future projects, work orders, estimates, and services provided by Studerus Electric Inc. to the Customer, unless otherwise expressly agreed to in writing by both Parties. Acceptance of any future estimate, work order, or service from the Contractor shall constitute acceptance of these Terms and Conditions
32. Dispute Resolution
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter through good faith negotiations. If the dispute cannot be resolved within thirty (30) days, either Party may refer the matter to mediation or arbitration, as agreed by the Parties, before pursuing litigation. Nothing in this section shall prevent either Party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.
33. Performance Injunctive Relief
The Parties recognize that a violation of certain terms of this Agreement, including but not limited to the non-circumvention and confidentiality provisions, may result in irreparable harm that cannot be sufficiently remedied by monetary damages. Therefore, in the event of such a breach, the nonbreaching Party shall be entitled, in addition to any other remedies available at law or in equity, to seek specific performance, injunctive relief, or other equitable remedies without the necessity of proving actual damages or posting security.
34. Waiver of Defenses
The Customer waives the defenses of non est factum (failure to read or understand the contract) and contra proferentem (interpretation against the drafter).
35. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario.
36. No Waiver
No failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof.
37. Severability & Interpretation
If any provision of this contract is found to be invalid or unenforceable, it shall be severed to the extent necessary, and the remainder shall continue in full force and effect. Any ambiguity shall be interpreted to reflect the intent of the parties to be bound by this agreement.
38. Correction of Errors
The Contractor reserves the right to correct any clerical, typographical, or calculation errors in the Agreement or invoices, with prompt notice to the Customer.
39. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether oral or written. No amendment or modification to this Agreement shall be binding unless in writing and signed by both Parties.
The Customer acknowledges having read, understood, and agreed to these Terms and Conditions of Contract by accepting this estimate via FreshBooks, by payment, or by signing below:
Contractor: Vincent Studerus (Owner)Customer’s Signature below:
Customer’s Signature below:
Name (Print):
Date:
Signature:
Contractor’s Signature below:
Name (Print): Vincent Studerus
Date:
Signature:
Vincent Studerus
(Director of Studerus Electric Inc.)
