TERMS & CONDITIONS for Century Traffic PROJECTS

(Upon acceptance of proposal or quote shall become binding as part of the contract)

By accepting the quote, bid, or proposal of Century Traffic, LLC (“CT”), the Customer acknowledges that Customer has read, understands, and agrees to these Terms and Conditions as part of the parties’ Agreement.

1. Acceptance. CT’s proposal, estimates, and quotes comprise the parties’ Agreement along with these terms and conditions and any specifications, drawings, samples, or other written terms and conditions, proposals, scope of services, addenda, fee schedule, and purchase and work orders approved by CT which are all specifically incorporated in these Terms & Conditions. Any purchase order, acknowledgment ticket, invoice, supplemental agreement, or other instrument from the General Contractor, Owner, and/or Customer, or acceptance of the labor, materials, and work (the “Work”) by Customer, shall be construed as an acceptance of these Terms & Conditions as part of the Agreement.
2. Insurance Coverage. CT will maintain standard General Liability and Worker’s Compensation coverage as required by the state wherein the Work is to be performed in. Any additional coverage required by the General Contractor, Owner and/or Customer will be available only upon request, if it is available. An additional charge to cover the cost of that specific coverage will be considered an agreed change order to these Terms & Conditions.
3. Pricing. The prices set forth herein are based upon current prices and are subject to change without notice if quote is not accepted within thirty (30) calendar days.
4. Project Schedule.  Customer’s project will be placed on CT’s schedule only after CT receives a signed Agreement which incorporates these Terms & Conditions.
5. Payment Terms. CT reserves the right to charge financing charges and late fees for unpaid invoices and to assert its lien rights against the real property of the owner of the project and/or file bond claims if timely payment is not received.  
6. Quotations, Bids, & Proposals.   All quotations, bids, and proposals of CT are made for prompt acceptance and any term quoted is subject to change without notice, unless specifically stated otherwise in the quotation or proposal. All prices are exclusive of any federal, state, or special taxes imposed on the sale or use of goods and services sold.
7. Cancellation. Purchase orders once placed can be cancelled only with CT’s prior written consent, and then only without loss to CT, including compensation to CT for all completed Work, work in progress, and Work-related special materials, fabrication, assembly, engineering, general, and administrative expenses, subcontractor cancellation charges, and normal profits. 
8. Payment & Rights. Customer agrees to cooperate with CT in complying with the terms of the surety’s bond for any preliminary notice requirements per Wis. Stat. §779.14(2)(am) and the Miller Act (40 U.S.C. §§ 3131 et seq).
   9. Permits & Approvals. Customer is solely responsible for any building permits or other permits or approval that may be required by any city, municipality, county, government entity or departments of transportation including WisDOT. CT does not seek applications for necessary government or other approvals that may be required. Customer is solely responsible and assume all liability for any and all fines, fees, or other penalties that may be assessed on the basis of any permit, approval, or lack thereof. Customer agrees to fully indemnify and hold CT harmless for any such penalty. All permits or licenses including the payment of fees therefore shall be the sole responsibility of Customer.  Customer agrees to notify CT of any damages made by CT’s installation team within 24 hours of the occurrence of the damage. If Customer does not timely notify CT of damage, Customer and Owner waives any claim Customer may have against CT with respect to such damage. 
9. Equipment On Site.   Some projects require use of equipment, including heavy equipment, and sometimes CT must leave this equipment and other materials at or along the project site for projects. Customer and Owner each agree to assume all risk and liability for any damage, injury, death, or harm that may be associated with any equipment or materials at or near the project site and agree to release CT from the same. Customer also agrees not to remove or damage equipment or materials on site or allow others to do so.
10. Product Specifications. CT agrees to utilize the applicable list of acceptable pavement marking products and to choose specific materials based on field conditions and conform to manufacture’s installation requirements. Customer agrees to specify only approved products and pre-qualified materials as part of DTSD’s Quality Verification activity per Title 23 CFR 637 and WisDOT Standard Specification Section 106.3.2. All Century fence marking equipment is able to heat liquid markings to the temperature the marking manufacturer specifies. 
11. Nonconforming Work.   Customer shall notify CT in writing of any alleged nonconformity of services, goods, and/or disputed invoices tendered by CT under these Terms & Conditions within twenty-one (21) days after receipt of the services, goods, and/or invoices. Such written notice shall provide a detailed explanation and description of the alleged nonconformity and/or dispute. If CT agrees with Customer’s nonconformity in the Work, goods and/or services assessment(s), CT shall have the right, at its sole and exclusive option, to cure the improper tender or delivery by correcting the tender or substituting tender of conforming goods and/or services within a reasonable time after receipt of Customer’s notice of nonconformity. Customer shall grant CT’s reasonable requests for extension of time to cure any improper tender. CT and Customer will cooperate in good faith to resolve any such disputes regarding invoices within ten (10) days after the dispute is submitted to CT. If such resolution of the dispute favors Customer, CT shall credit Customer for the disputed amount. If such resolution favors CT, payment is due within ten (10) business days that Customer is notified of such resolution. Customer’s failure to provide notice of nonconformity as above described shall be prima facie evidence of conformity of the Work, goods, services, and invoices tendered by CT under the Agreement. Customer shall protect and preserve all allegedly nonconforming goods and shall strictly follow the reasonable instructions of CT. Customer shall incur only those expenses that are reasonable and necessary in fulfilling its obligation to protect and preserve all allegedly nonconforming goods. An extra charge will be made to Customer for any material or labor additional to that specified herein to the extent necessary to make and complete the Work installation in a workmanlike manner and final measurement after erection will be added to the parties’ Agreement.
12. Job Delays – When Work is commenced by CT under these Terms & Conditions, Work may be continued to completion without interruption, including, without limitation, interruptions caused by other contractors or changes in the plans of Customer.  In the event that CT is required to withdraw from Work after commencement, Customer agrees to pay charges covering the actual expenses incurred.  CT shall not be responsible for delays, defaults or damages occasions by force majeure events and any causes beyond Century’s control including, without limitations, governmental actions or orders, embargoes, strikes, lockouts, fires and floods. CT incurs costs, both before and after the start of Work, relating to preparation for the project, purchase of materials, mobilization of its workforce, labor, and other efforts. Accordingly, if Customer terminate these Terms & Conditions any time after signing it, but before substantial completion of the Work, CT will be entitled to retain either 10% of the quoted price or the price for material and labor that has already been provided, whichever is more, and which may be taken from any deposit. Customer agrees that in most cases, actual damages would be difficult to calculate with reasonable certainty. Therefore, if CT chooses, within its sole discretion, to retain 10% of the quoted price, Customer agrees that that amount will constitute liquidated damages, not a penalty. 
13. Governing Law.  This Agreement is subject to all applicable laws, regulations and ordinances of any federal, state or local governmental authority or agency. The parties agree that these Terms & Conditions and this Agreement shall be governed by the laws of the State of Wisconsin and venue shall be Waukesha County, Wisconsin.
14. Limited Warranty. All material and labor sold hereunder is warranted to be free from installation defects for a period not to exceed the applicable proving period.  In the event of any breach hereunder, CT agrees at is sole discretion to either (a) repair or replace any defects without charge, or (b) refund the purchase price at the option of CT. IN NO EVENT SHALL CENTURY FENCE BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES. There are no warranties which extend beyond the description on the face hereof other than CT guarantees its installation and workmanship for the applicable proving period. Manufacturers’ warranties for materials, if any, shall pass to Customer to the extent permitted by law, and CT will use reasonable efforts to assist Customer in claiming any warranties on materials. CT is not responsible for any failure or defect in materials, and nothing shall be construed as rendering CT as an agent.  This Limited Warranty does not include any damage due to acts of God; wind damage; abnormal weather; using the Work in a manner other than how it was designed, installed, and intended for use; or damage resulting from Customer’s alteration of the Work. This Limited Warranty is non-transferable and is applicable only to the original Customer. This Limited Warranty is void and does not take effect until the Work is paid in full. If Customer have a warranty claim, Customer must submit it in writing to CT in writing. THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS PARAGRAPH IS EXCLUSIVE AND NO OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY, ORAL, WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY. THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS PARAGRAPH IS EXCLUSIVE AND NO OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY, ORAL, WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY, UNLESS THE CUSTOMER IS AN INDIVIUAL, THEN ANY IMPLIED WARRANTIES CUSTOMER HAS SHALL BE LIMITED TO THE LENGTH OF THE LIMITED WARRANTY OUTLINED IN THIS PARAGRAPH. 
15. Limitation of Liability. The liability of CT, its agents, employees, subcontractors, and suppliers regarding all claims arising out of the performance or non-performance of CT’s obligations for the design, manufacture, sale, delivery, storage, installation, and/or use of the products sold under these Terms & Conditions, or the rendition of services, whether based on warranty, contract, negligence, strict liability or otherwise, shall not exceed, in the aggregate, the net purchase price (excluding taxes and freight) for such products or services, and shall in no event include damages for loss of profits or revenue; loss by shut-down; increased expense of operation of facilities or equipment; increased cost of purchasing or providing equipment, materials, supplies or services; cost of replacement power or capital; claims of Customer’s customers; inventory or use charges; or incidental, special, or consequential damages of any nature. CT is not responsible for any damage to surface or subsurface property, including, trees, shrubs, landscaping, hardscape, and sprinkler systems, etc. CT shall in no way be liable for claims related to property lines, trespass, or encroachment, and Customer expressly waive such claims against CT. 
16. Indemnification. Customer agrees to indemnify and hold harmless CT, its agents, employees, subcontractors, and suppliers from all claims of third parties arising from any loss, cost, expense, or damage incurred or claimed by third parties for property damage, property encroachment or trespass, and/or bodily injury, including death, to the proportionate extent such damage arises from the negligence or willful misconduct of Customer or Customer’s employees, guests, invitees, representatives, agents, or officers. 
17. Risk Of Loss. Unless otherwise agreed by CT in writing, title, and risk of loss, injury, or destruction shall pass to Customer at point of origin of the statement. Any such loss, injury, or destruction shall not release Customer from its obligation under the Agreement.
18. Costs of Collection. Should the Customer default in its obligations herein, the Customer shall, in addition to other obligations herein, be liable to CT for all costs of collection, including reasonable attorney’s fees. In any action (including but not limited to demand, negotiation, mediation, arbitration, litigation, and judgment enforcement) related to or arising out of these Terms & Conditions, CT will be entitled to recover costs and expenses, including but not limited to reasonable attorney fees.
19. Customer Warranties. The Customer represents and warrants: (a) if Customer is an entity, it is duly organized, validly existing, and in good standing under the laws of its origin, with all requisite power to enter into and perform its obligations under these Terms & Conditions under its terms, (b) Customer has performed the due diligence with Owner, and has the requisite authority of Owner to enter into and perform Customer’s obligations under these Terms & Conditions, and (c) neither Customer’s equipment nor facilities will pose a hazard to CT’s equipment, facilities, the public, or CT’s personnel, or contractors (d) Customer’s use of CT’s Work will comply and conform with all federal, state, and local laws, administrative, and regulatory requirements, and any other authorities having jurisdiction over the subject matter of these Terms & Conditions, and Customer will apply for, obtain, and maintain all registrations and certifications for the project which may be required by such authorities.
20. Notice To Owner & Customer of Lien Disclosure. AS REQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAW, CENTURY FENCE HEREBY NOTIFIES CUSTOMER AND OWNER THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTION ON OWNER’S PREMISES MAY HAVE LIEN RIGHTS ON OWNER’S LAND AND BUILDINGS IF NOT PAID.  THOSE ENTITLED TO LIEN RIGHTS, IN ADDITION TO CENTURY FENCE, ARE THOSE WHO CONTRACT DIRECTLY WITH OWNER OR THOSE WHO GIVE OWNER NOTICE OF FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTION.  CUSTOMER SHOULD GIVE EACH NOTICE RECEIVED TO OWNER AND OWNER SHOULD GIVE SUCH NOTICE TO OWNER’S MORTGAGE LENDER.  Under applicable state construction or mechanic’s lien laws, any contractor, subcontractor, laborer, supplier, or other person or entity who helps to improve your property, but is not paid for its work or supplies, has a right to place a lien on owner’s land, or property where the work was performed and to sue in court to obtain payment. To preserve their right to file a claim or lien against the Owner’s property, certain claimants such as subcontractors or material suppliers are each required to provide a document called a “Notice of Intention or preliminary notice.” A preliminary notice is not a lien against the property. Its purpose is to notify that others may have a right to file a lien against the property if they are not paid. Notice to Owner: As a part of your construction contract, your prime contractor or claimant has already advised you that those who perform, furnish, or procure labor, services, materials, plans, or specifications for the work will be notifying you. The undersigned first performed, furnished, or procured labor, services, materials, plans, or specifications on the date herein for the improvement and construction on your real estate at the project site described herein. Please give your mortgage lender the extra copy of this notice within 10 days after you receive this, so your lender, too, will know that the undersigned is included in the job. 
21. Disclaimer.  CT expressly disclaims and rejects any proposed indemnification or “hold harmless” obligations contained in any other writing. 
22. Miscellaneous. CT’s proposal, estimate, bid and quote along with the foregoing terms and conditions are the final expression of the terms and conditions of the Agreement with Customer, and are intended as a complete and exhaustive statement of the contract terms between the parties and the Owner.  Modifications or changes shall only be permitted by signed writing between the Customer and CT.  This Agreement shall not be assigned by Customer, in whole, or in part, without the written consent of CT, and shall be binding upon the successors or assigns of the parties hereto.  The invalidity or unenforceability of any particular provision of the Agreement or these Terms & Conditions shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provision(s) were omitted. Waiver of any default shall not be considered as a waiver of any subsequent default.  No conditions, terms, agreements, or stipulations other than those stated herein shall be binding on CT.  Any attempt by Customer to insert or include any different or additional terms and conditions not in conformity with these Terms & Conditions shall be invalid. If conflict occurs between these Terms & Conditions and other provisions incorporated in writing in the Agreement by CT, these Terms & Conditions shall prevail. The Agreement shall not be modified or altered by any subsequent course of performance between Customer and CT, and these Terms & Conditions shall constitute an express waiver and variance from, amendment to, or modification of, any agreement submitted by Customer to CT. In rendering or providing any Work, CT shall be an independent contractor.    

TERMS & CONDITIONS for CT PAVEMENT MARKING PROJECTS

(Upon acceptance of proposal or quote shall become binding as part of the contract)