Terms and Conditions

COMMERCIAL BUILDING MAINTENANCE COMPANY D/B/A AARO COMPANIES

TERMS AND CONDITIONS

1. ACCEPTANCE. The terms and conditions contained herein constitute the terms and conditions upon which Commercial Building Maintenance Company d/b/a Aaro Companies, and any of its parent, subsidiary, and/or affiliate entities (collectively, “Aaro”) shall perform the services and, where applicable, supply the goods to the buyer (“Buyer”) pursuant to the parties’ agreement (as defined below). These terms and conditions apply to all quotations, acknowledgments, invoices submitted by Aaro for the provision of services and/or sale of goods, to all related purchase orders, instructions/requests to provide services, and/or similar documents received by Aaro for the provision of services and/or purchase of goods, and to all services and/or goods sold by Aaro, except as otherwise specifically provided in a document issued by Aaro. Aaro’s quotation(s), estimate(s), including (a) these terms and conditions (the “Terms”), and (b) any documents (such as drawings or other specifications) expressly and to the extent incorporated by reference therein, and (c) invoice(s), are referred to herein as the “Agreement”. Buyer accepts the Terms and Agreement by: (a) accepting Aaro’s quote/proposal/estimate, (b) delivering a purchase order for services and/or goods with quantities and delivery dates acceptable to Aaro; (c) accepting delivery of the goods and/or commencement of the services; or (d) paying the price for the services and/or goods, whether or not prior to delivery or commencement, as agreed to by the parties and/or set forth in the purchase order, quote/proposal/estimate or invoice, whichever of those four acceptance methods comes first. Any counteroffer or proposed addition to or supplement of, or any material variance from, the material terms and conditions of this Agreement, whether oral or written, are hereby expressly objected to, and rejected. THE TERMS OF THIS AGREEMENT ARE EXCLUSIVE.

2. ORDERS, SPECIFICATIONS, AND RIGHT TO SUBSTITUTE. All services and/or goods are offered for sale subject to availability and subject to Aaro’s acceptance of the order. Aaro reserves the right to reject any order for services or goods without the obligation to assign any reason for so doing. No order shall be deemed accepted by Aaro unless and until Aaro confirms the order in an order confirmation. Aaro reserves the right to substitute products that Aaro considers to be “or equal” in quality and effect unless specifically stated “no substitutions.”

3. PRICING. All rates and prices for services and goods specified shall be valid for thirty (30) days unless otherwise stated in writing by Aaro, and are exclusive of any present or future federal, state, local, or other taxes, transportation, or insurance charges, tariffs and other government imposed charges that may be levied on component or materials included in or that comprise the goods, as well as any prevailing wages to the extent applicable. Any applicable taxes shall be added to the invoice and paid by Buyer unless Buyer provides Aaro with a valid exemption certificate acceptable to Aaro and the appropriate taxing authorities. Unless otherwise advised by Aaro, orders calling for future delivery shall be billed at prices in effect at the time the order is placed. Unless otherwise stated, different goods on an order may not be combined to obtain quantity pricing.

   The quoted price (“Quote Price”) is in U.S. Dollars, is offered for acceptance within seven (7) days from the date set forth on the quote/proposal/estimate, and is subject to the following conditions:

   1. The Quote Price may be increased without notice by Aaro an amount equal to any tax Aaro may be required to collect or pay on the sale;
   2. The Quote Price may be increased as a result of Buyer’s requested changes in the services or goods or changes in availability of the services or goods;
   3. Where applicable, Aaro may add to the Quote Price, and Buyer agrees to pay, additional costs incurred by Aaro made necessary by incomplete or inaccurate information supplied by Buyer; and
   4. Due to the current volatility in material supply and costs, the Quote Price is subject to change without notice, even after the acceptance of the quote/proposal/estimate by Buyer. Verification of the Quote Price by Buyer is required before Buyer places an order.

4. TERMS OF PAYMENT. All orders are subject to approval by Aaro, and Aaro may require that Buyers make partial or full payments in advance of the provision of services or delivery of the goods. Unless otherwise expressly stated on the face hereof, terms of payment are cash in United States dollars and are due and payable to Aaro on a net-thirty (30) day basis upon Aaro’s issuance of an invoice. Buyer agrees to pay interest on all accounts outstanding for more than thirty (30) days at the maximum rate permitted by Michigan law. In the event of any default by Buyer, Buyer agrees to pay all expenses of Aaro including, without limitation, all actual attorneys’ fees incurred by Aaro for collection of any indebtedness created hereby. For any such payment by credit card, a convenience fee will apply to each credit card transaction. Buyer shall not be entitled to deduct, counterclaim or set off against the price of services and/or goods, or against any other amount owing under the Agreement including under any invoice, any claim or alleged claim arising out of the Agreement or any other transaction with Aaro. Aaro shall have the right to stop the provision of services and/or the delivery of goods if Buyer is in arrears with payment. Where applicable, the parties agree that a failure to pay for an installment within the time for payment is an anticipatory material breach of other installments by Buyer.

5. WARRANTY OF AUTHORITY. Buyer warrants and represents to the Aaro that they are the owner and/or legal possessor of the premises to which Aaro’s services and/or goods shall be furnished or bestowed and that Buyer is authorized to order the service or goods herein, and agrees to hold Aaro harmless from any loss or liability from any action or claim by third persons relating to such premises as affects Aaro’s provision of services or delivery of goods thereon or to the ordering of Aaro’s services or goods.

6. ADDITIONAL WORK. Additional work outside of the scope of work identified within the quote/proposal/estimate may be required and if so, shall be at Buyer’s additional cost.

7. FORCE MAJEURE. Aaro shall not be liable for any loss, damage, delays, changes in shipment schedules, or failure to deliver caused by accident, fire, strike, riot, civil commotion, insurrection, war, the elements, embargo, failure of the carrier, inability to obtain transportation facilities, government regulations and/or requirements, acts of God or public enemy, prior orders from others or limitations on Aaro’s or its suppliers’ goods/products or marketing activities, any interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services, or any other cause or contingency beyond Aaro’s control.

8. CONSENT TO LIEN. Buyer acknowledges, agrees, and consents to Aaro, in its absolute discretion, recording and/or filing a claim of lien (mechanic’s or otherwise) in accordance with applicable and governing statute and/or ordinance for the goods and services that Aaro provides to Buyer; provided that, Aaro complies with all requirements of the applicable and governing statute and/or ordinance when recording and/or filing the claim of lien.

9. DISCLAIMER; THIRD-PARTY WARRANTY. All statements, technical information, and recommendations concerning third-party goods/products sold or samples provided by Aaro are based upon information provided by the manufacturer of such goods/products and do not constitute a guarantee or warranty by Aaro. Aaro makes no representations, warranties, covenants, or guarantees of any kind, express or implied, as to the quality, suitability, accuracy, or completeness of any information, content, service, or goods provided by Aaro and/or sold through Aaro’s website or marketing materials. All services and/or goods are sold with the understanding that Buyer has independently determined the suitability of such services and/or goods for its purposes. Except as otherwise set forth herein, Aaro makes no representations or warranties of any kind, whether express or implied, with respect to the services and/or goods provided pursuant to the parties’ Agreement. Any and all warranties, if applicable, are solely those offered by the original manufacturer of the goods/products. Aaro does not provide, and expressly disclaims any independent warranties as set forth below:

   DISCLAIMER

   AARO MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF ANY KIND, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HABITATION, OR OTHERWISE, ARE EXPRESSLY DISCLAIMED BY AARO AND EXCLUDED FROM THIS AGREEMENT.

10. LIMITATION OF LIABILITY. The total liability of Aaro with respect to any contract/Agreement, or anything done in connection therewith such as the performance or breach hereof, or from the provision of services and/or the sale, delivery, or use of any goods, whether arising out of contract, negligence, strict tort, or under any warranty, or otherwise shall not exceed the purchase price of the services or goods upon which liability is based. Buyer shall indemnify Aaro against any and all losses, damages, and expenses including attorneys’ fees and other costs that Aaro may sustain in defending any action based upon any claim of negligence, breach of implied warranty, or similar claim arising directly or indirectly from the act, omission, or negligence of Buyer in connection with or arising out of the services and/or the use or operation of any goods described hereunder and sold by Aaro to Buyer.

    The damages to Aaro arising from or relating to the goods and services or a subcontractor’s work or in connection with the Agreement shall be limited as specified in this section, regardless of whether any such liability may be based on statute, contract, guarantee, warranty, professional liability, fault, negligence (in whole or in part), strict liability or otherwise. Buyer hereby releases Aaro from any liability in excess of the amounts respectively specified. Aaro shall not be responsible to the Buyer for the obligations, services, functions performed, acts, or defaults of any subcontractors or of such subcontractors’ officers, agents, and employees, each of whom shall for this purpose be deemed the agent or employee of the subcontractor to the extent of its subcontract.

11. INDEMNIFICATION. Buyer agrees to indemnify and hold Aaro harmless from any and all claims, demands, actions, and proceedings related to Aaro’s performance of services hereunder, except to the extent caused by Aaro’s gross negligence or willful misconduct.

12. REMEDIES. If Buyer fails, with or without cause, to furnish Aaro with instructions for, or refuses to accept deliveries of, any of the goods and/or services sold under the Agreement, or makes any false representations to Aaro, or is otherwise in default under or repudiates all or any part of the Agreement or any other agreement with Aaro, or advises Aaro that it will default in the performance of any of its obligations, or fails to pay when due any invoice under the Agreement or any other agreement with Aaro, or if any action is started by or against Buyer seeking the appointment of a trustee or receiver or the entry of an order for debtor's relief for Buyer, then, in addition to any and all remedies allowed by law, Aaro, without notice: (1) may bill and declare due and payable all undelivered goods under the Agreement and/or any other agreement between Aaro and Buyer and/or (2) may cease performance of its obligations and defer shipment under the Agreement and/or any other agreement between Buyer and Aaro until such default, breach or repudiation is removed, (3) may rescind any quotations/proposals/estimates relating to the services and/or goods, (4) may recover goods in transit or delivered, retrieve delivered goods, repossess all goods which may be stored by Aaro for Buyer's account and otherwise enforce its remedies for Buyer's default. Buyer shall remain liable for all damages suffered or incurred by Aaro in any such circumstances. Aaro shall be awarded incidental damages including, without limitation, reasonable profits and costs such as reasonable attorney fees in any proceeding to enforce its remedies in which it obtains relief for damages or injunctive relief. All rights granted to Aaro in the Agreement and by law are cumulative, provided Aaro shall be entitled to only a single full recovery.

13. RIGHT TO SUBCONTRACT. Aaro shall have the right to use subcontract services to assist in fulfilling the terms of the Agreement.

14. TIME PERIOD FOR BUYER CLAIM. Any proceeding by the Buyer for breach of the Agreement or any other right against Aaro arising from or in connection with payment by Buyer or the Agreement cannot be filed or maintained unless: (i) it is commenced within one (1) year after the cause for action has accrued, and (ii) Buyer has given timely and advanced written notice to Aaro of its claim as provided herein.

15. GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Michigan, without giving regard to its conflict of laws principles. Any dispute arising from or relating to the Agreement shall be litigated in the state or federal courts located in Macomb County, Michigan, to whose exclusive jurisdiction the parties hereby consent.

16. ASSIGNMENT. This Agreement shall bind the respective successors and assigns of the parties, but none of Buyer’s rights or obligations may be assigned without Aaro’s prior written consent. Any such assignment without Aaro’s written consent shall be void. Aaro may subcontract any of its obligations hereunder. The Limited Warranty from Aaro under this Agreement is for the benefit of the initial purchaser only.

17. UNALTERABLE TERMS. Acceptance by Buyer is expressly limited to all terms and conditions stated in this Agreement as printed herein and Buyer shall not add or vary these Terms without Aaro’s express prior written authorization. Aaro may modify these Terms at any time by posting revised terms and conditions to its website at www.Aarocompanies.com or at such other internet web site as is specified in writing by Aaro to Buyer, and such revised terms and conditions will apply to all quotations/proposals/estimates, acknowledgments and invoices submitted by Aaro from and after the stated effective date of such revised terms and conditions of sale (“Amendment Revision Date”), and to all related purchase orders, instructions/requests to provide services, and/or similar documents received by Aaro from and after the Amendment Revision Date for the purchase of products, and to all services and/or goods sold and/or provided by Aaro from and after Amendment Revision Date. It is the responsibly of Buyer to review and obtain a copy of the current version of Aaro’s terms and conditions.

18. SEVERABILITY. If any provision of this Agreement is determined to be illegal, void, or unenforceable for any reason, the same shall be severed from this Agreement and the remainder of this Agreement shall be given full force and effect. Such voidability or enforceability shall not affect the other provisions of this Agreement.

19. CONFLICT. To the extent any express terms set forth in Aaro’s quotation to which these Terms are attached or in which they are incorporated by reference are inconsistent with these Terms, the express terms set forth in Aaro’s quotation shall control (to the extent, and only to the extent, of such inconsistency).

20. ENTIRE AGREEMENT. It is mutually understood and agreed that any representation, promise, condition, inducement, or warranty, express or implied, not included in this Agreement (except as specified herein) shall not be binding upon any party.

21. INTERPRETATION. Any interpretation of the Agreement shall be construed consistently by and against both parties. The construction of the Agreement and any of its various provisions shall be unaffected by any argument or claim, whether or not justified, that it has been prepared, wholly or in substantial part, by or on behalf of Aaro or Buyer.

22. MISCELLANEOUS. Each paragraph and provision hereof is severable, and if any provision is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect. This Agreement and any other Agreement/contract or document entered into by the parties which incorporate these Terms by reference, constitute the final, complete, exclusive, and entire Agreement between the parties and supersede all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Agreement. The failure of Aaro to enforce at any time any of the provisions of this Agreement, shall not be construed to be a waiver of such provisions nor the right of Aaro to enforce such provisions in the future. The parties may by mutual agreement modify this Agreement only in writing, with the changes initialed and signed by both parties.