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 described in the Ontario Construction Act.
“Notice of Non-Payment” has the meaning as described 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”.
Purchase Order (P.O.)” means Customers substitution of estimate provided.
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 or estimate above wo accepts the agreement (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
a) The Customer agrees that any oral representation by any representative or employee of the Contractor shall not be enforceable or binding upon the Contractor.
b) By accepting the estimate provided through FreshBooks software, represents your express consent to be bound by the terms and conditions provided as part of the agreement subject to their contractual obligations.
c) Henceforth 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 and doctrines of Ontario, Canada. Consideration of $1.00 is hereby
acknowledged by both parties.
4. Scope of Work & Site Conditions
a) The Contractor will supply and commission the items and services as detailed in this estimate.
b) Depending on the condition of the work site or the Customers wishes, the scope of work may be
adjusted. The Contractor will notify the Customer of any significant changes or anticipated overruns as soon as reasonably possible.
Any extras or overruns are not considered as part of the original
estimate.
c) All work will be performed during normal working hours (8:00am–5:00pm), unless otherwise agreed in writing.
d) The Customer confirms the work area is free of asbestos, hazardous materials, or any other harmful
conditions unless disclosed in writing before work begins.
e) The Customer guarantees the Contractor safe, clear, and reasonable site access. Delays due to
inadequate access or unsafe conditions may incur extra costs.
f) 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.
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
At all times the contractor and or their employees shall comply with all applicable Provincial statutes and regulations covering health and safety
8. Billing Method
Please Check Option A (Quoted) or B (Time and Material) if no box is selected this contract will by default be billed as Quoted (Fixed) unless described as Time and Material in the scope of work description.
(check one):
[ ] A. Quoted (Fixed Price) Contract
a) 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.
b) All sales over $1,000 require a 30% deposit before work commences.
c) All prices are firm for thirty (30) days from the date of the quotation. After this period, prices are subject to review and adjustment.
d) 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.
e) If the agreement extends beyond one year, the Contractor may increase prices upon notice to the Customer.
[ ] B. Time and Material (T&M) Contract
a) 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.
b) 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.
c) Travel time, equipment rental, and other reimbursable expenses will be billed at actual cost plus a 5% markup, unless otherwise agreed
in writing.
d) Invoices will be issued Monthly and are due within 28 days of the invoice date.
e) A 10% statutory lien holdback will be withheld from each invoice
f) No fixed price is implied or guaranteed under this Agreement.
9. Labor Rate and Staffing Provisions:
a) 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.
b) 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.
10. Payment Terms
a) 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).
b) 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.
c) Interest starts accruing after 28 Days from "date of issue" listed on the Invoice.
d) The Customer agrees to pay all additional collection or legal fees incurred by Studerus Electric Inc. in collecting overdue accounts.
11. Methods of Payment
a) E-Transfer to vincentstuderus@hotmail.com
b) Cheque or Cash
c) Credit Card (subject to a 5% transaction fee upon request)
d) cash (NSF cheques incur bank fees plus a $50 processing fee)
12. Cost Increases and Delays in Delivery
a) 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.
b) 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.
13. 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 28 Days after the "date of issue" listed on the invoice.
14. Retention of Title
a) All materials and equipment supplied remain the Contractor's property until full payment is received. If unpaid,
b) The Contractor may remove these items from the site without trespass liability.
c) The Customer’s refusal to permit removal will be considered an agreement to pay in full for those materials or equipment without
depreciation or as new.
15. 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. The warranty does not cover any manufacturer’s defects. This warranty is voided by work done by non-authorized people or companies without written approval from the Contractor.
16. Limited Liability
To the fullest extent permitted by law, Studerus Electric Inc.’s shall be hold harmless of any liability claims, including but not limited to third parties, general and special damages, including loss of use, loss of income, and or business interruption. Studerus Electric Inc. is not responsible for any drywall or paint damage or related expenses arising from service or installation as stated on the estimate, Purchase orders or approved extras.
17. Employee Indemnity and Limitation of Liability
The Customer shall not poach, offer employment or offer work withing one year to any employees, agent, representative, or subcontractor of Studerus Electric Inc. without expressed written permission from the Contractor for one year after acceptance and completion of the last estimate or purchase order. All claims, demands, or actions arising out of or related to this agreement shall be brought solely against Studerus Electric Inc. The Customer further agrees to indemnify and hold harmless all employees, agents, representatives, subcontractors of Studerus Electric Inc. from any claims, damages, losses, or expenses (including legal fees) arising out of or in connection with the performance of the work, excluding acts of gross negligence or willful misconduct.
18. 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.
19. 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.
20. Termination
a) The Contractor reserves the right to terminate the agreement by way of providing a 10-day notice if the Customer breaches any term set
here within.
b) The Customer with the consent of the Contractor may terminate the agreement providing they provide 10-day written notice and pay in
full any outstanding amounts owed to the Contractor at the time of service of notice. Any premature termination of the agreement may
void any warranties provided for here within.
21. Termination of Convenience
Either party may terminate this Agreement for with 14 days’ written notice In such an, the Customer shall be responsible for payment of all work performed, materials provided, and reasonable demobilization costs incurred up to the termination date.
22. 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.
23. 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.
24. 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
25. Substantial Performance & Completion
The agreement is considered substantially complete when the service or installation is finished or nearly finished, and the property is ready for use. If any remaining defects or correction costs are no more than 3% of the first $1,000,000, 2% of the next $1,000,000, and 1% of the rest of the contract price, substantial completion is met.
26. 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.
27. Consequences of Breach
In the event of a breach or termination of Agreement:
a) 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.
b) 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.
28. Circumvention
a) For the duration of this Agreement and for a period of one (1) year 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
b) For the duration of this Agreement and for a period of two (1) 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 term the Contactor reserves the right to
bring a legal action against the Customer in a Court of Competence. The Contractor may also request
court orders or other remedies allowed for in law. Below is an example of possible damages sought.
c) 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
Administration fees (100%)
Collection fees (100%)
Legal costs (minimum 15% of claim amount and 100% of disbursements)
e) Payment of liquidated damages does not prevent the Contractor from seeking Injunctive relief or other equitable remedies available
under the law.
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. Notice
Service of notices shall be accepted in writing and dated by the following methods:
a) personal service,
b) registered mail or regular mail with proof of delivery,
c) Email or fax with confirmation of delivery.
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
The parties agree they shall first attempt to resolve the matter through good faith negotiations. If the dispute cannot be resolved within thirty (30) days
33. Waiver of Defenses
The Customer acknowledges having had the chance to review, question, and seek advice on the terms and conditions, and waives any defenses or claims based on not doing so.
34. 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.
35. No Waiver
No failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof.
36. 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 of the terms and condition shall continue in full force and effect.
37. 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.
38. 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:
