TERMS AND CONDITIONS

Customer, by executing the proposed work order hereof or allowing Gardner Management Company, a Michigan corporation, any or its affiliates (the “Company”); to begin providing services to Customer, has indicated Customer’s acceptance and agreement to the proposal and the following terms and conditions (collectively this “Agreement”).

Payment Terms. Payment in full (less any deposit paid) is due upon completion of the service or job, as determined by the Company. All sums not paid within 30 days of completion shall bear interest at the rate of 1.0% per month or the maximum legal rate permitted by law, whichever is less; and all cost of collection, including attorney’s fees shall be paid by Customer. If more than one person or entity has signed this Agreement as Customer, each such person or entity shall be jointly and severally liable

Limited Warranty.

The Company warrants, for 30 calendar days after the first date of service, interim backup drainage failure of only the pipes or lines serviced pursuant to this Agreement due to normal use, where a backup condition exists in the pipes or lines serviced, excluding stoppages caused by intervening structural defects in the lines or stoppages caused by rags, newspaper, or other objects not usually or customarily disposed of through the drainage system or special conditions or extraordinary usage.  In the event of such drainage failure during the term of the warranty, the Company will, barring an inability to do so caused by an event beyond its reasonable control (including but not limited to strikes, fire, flood, casualty or government regulations, orders or restrictions), furnish its services to remedy such failure as readily and as promptly as possible during normal working hours, but in no event shall the Company be held liable for water or other damage to the property of the Customer by reason of any delay.  If, during the warranty period, the Company finds that the stoppage was caused by such defects or abnormal usage, then the Company shall have the right to make an additional charge based upon the reasonable value of the service rendered in removing such stoppage. In no event shall the Company be liable for consequential, incidental or special damages, loss of property or production, loss of profit or for other costs. This warranty shall not apply to any Work which is subject to abuse, accident, alteration or misuse including the failure to specifically follow all operating instructions. The Company shall not be responsible for damage to the Work by other parties or for improper use of goods and equipment by others. The Company gives no warranty with respect to operation of any goods and equipment installed and the sole warranty from the manufacturer.

THIS WARRANTY IS EXCLUSIVE AND IT IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Time of Performance and Delays. The Company shall endeavor to perform services promptly but shall be given a reasonable time in which to commence and complete performance of the Work. The Company shall not be responsible for delays or defaults, o any consequential, incidental or special damages, where occasioned by any causes of any kind and extent beyond its control, including but not limited to delays, caused by Customer, weather, delays in transportation, shortages of raw materials, civil disorders, labor difficulties, vendor allocations, fires, floods, accidents and acts of God.

Work Area and Facilities. Customer is to prepare all work areas so as to be acceptable for the Company’s Work under the proposal. The Company will not be called upon to start Work until sufficient areas are ready to assure continued Work until job completion. Customer shall furnish all temporary site facilities, including suitable storage space, at no cost to the Company. The work to be done by the Company hereunder will be done with the regular DrainwRx equipment and methods, which methods do not include excavation. If it is found during the cleaning process that the drainage tile or any of the inside lines, or other lines being serviced under this Agreement are severed, broke, deteriorated, damaged or are of such construction or condition as to make impractical in the opinion of the Company to clean the line safely and properly with such equipment and methods, the Company shall not be held responsible for such discovered conditions, and any repairs to said lines shall be done by and at the expense of the Customer. After being notified that the necessary repairs are completed, the Company will complete the cleaning as provided in this Agreement if such necessary repairs are not completed within a reasonable time, the obligation of the Company to complete the cleaning shall be deemed waived by the Customer, and the Customer shall pay the Company a reasonable charge for the services rendered.

The Company is not responsible for damage to the premises caused by the removal of the clean out, drain cover or cap which is removed in the process of servicing the lines. If it is found that a clean out or drain cover or cap is so rusted or fastened as to necessitate its replacement after removal, the Company shall so notify the Customer and if the Customer authorizes the replacement of such item, such replacement shall be made at an additional charge for the replacement of cover or cap and the labor for the installation. If the Customer refuses to authorize such replacement, the Company shall not be responsible for damage thereafter resulting from sewer, gas, back-ups or leakage through such cover, cap or opening due to rain and/or other causes.

The Company shall not be responsible for the cleaning of or damage to leaky or defective traps, hidden or unknown lead piping, improper or faulty plumbing, rusted or defective pipes, corrosion or unusual restrictions due to mineral or hard water buildup, harmful cleaning chemicals such as sulfuric or caustic acids, lines which are settled, broken, deteriorated or damaged during the cleaning process, fixtures are damaged or broken or defective or corroded drainage tiles or lines are broken or if the Company’s equipment becomes lodged in any such defective lines, tiles, piping or plumbing and cannot be practically removed without excavation the Company shall not be liable for the removal or said equipment or for the repairs or replacement of such fixtures, tiles, piping or plumbing. This Agreement covers all the items as listed on this proposal, and the installed plumbing arrangements existing on the date of this proposal. Grass replacement, landscape damage, wall patching, painting, tile replacement, concrete replacement or any other type of damage done which is necessary to complete the job is the responsibility of others unless specifically stated otherwise. The Company is not responsible for undisclosed underground utilities and repairs under the slab are not warranted.

Reliance Upon Customer’s Information. In the preparation of the proposal, the Company has relied on information supplied by Customer. If such information is inaccurate, the Company shall not be liable for any claim or loss resulting from such inaccurate information and Customer shall pay all resulting additional costs.

Cancellation or Modification. This Agreement may be canceled or modified by Customer only upon written approval of the Company. Upon cancellation. Customer shall reimburse the Company for lost profit and all expenses incurred by the Company in connection with performance prior to the date of notice of cancellation, including without limitation for materials, special equipment, labor, transportation, storage, handling, general administration cost and overhead. Upon modification, Customer agrees to pay the Company for any additional costs or expenses related to such modification.

Unenforceable Provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, and this Agreement shall be construed as if such invalid, void, or unenforceable provision were omitted.

Limitation Period for Bringing Action. No action may be commenced against the Company to enforce this Agreement or for any breach this Agreement, or for any defect or deficiency of the goods or equipment to be delivered hereunder whether on warranty contract, negligence, strict products liability, unless such action is brought within 12 months after accrual of such causes of action.

Limitation of Liability. The Company’s liability on any claim or any kind, including negligence, strict product liability, or breach of warranty or contract, for any loss or damage arising out of or connected with this Agreement; or the performance or breach of this Agreement; or any services, goods or equipment furnished hereunder shall in no case exceed the purchase price allocable to the services, goods or equipment which give rise to the claim and shall not include liability for any consequential, incidental or special damages.

Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the transaction described in this Agreement and is a complete and exclusive statement of the terms of the Agreement among the parties and supersedes all previous agreements, and may not be altered or modified except in writing signed by the party or parties against whom such alteration or modification is sought. Terms stated by Customer in any other communication, prior or subsequent hereto, shall NOT be binding on the Company if different from or in addition to any of the provisions of this proposal and Agreement, unless expressly agreed to by the Company.

Indemnification. Customer shall defend, indemnify and hold harmless the Company and its employees and agents from any claims, damages or expenses, including attorneys’ fees, arising or alleged to arise out of injuries to persons, including death, or damage to property caused by any acts or omissions of Customer, occupants of the site, invitees or other contractors.

Choice of Law.  This Agreement shall be governed by the laws of the State of Michigan. Company, through a principal, is licensed as a Residential Builder in the State of Michigan (License # 2101063741).