Standard Terms & Conditions

1. Scope of Work

Contractor will perform the Services described in the accompanying proposal or estimate. Depending on the project, Services may include general contracting and construction management, restaurant build-outs, tenant improvements, development and entitlement coordination, warehouse racking installation, permitting coordination, and compliance filings.

For racking installations, Services may include:

• Receiving and inspecting materials (if supplied by Client)
• Assembly and installation of racking systems in accordance with manufacturer specifications and approved layout drawings
• Anchoring of racking to the floor as required by code or engineering
• Installation of all components including uprights, beams, decking, and safety accessories
• Site cleanup upon completion

Any work not explicitly described in the proposal is outside the Scope of Work and requires a signed Change Order.

Trade work that requires a state license is performed by appropriately licensed personnel or licensed subcontractors.

When permitting services are included in the proposal, S&T will prepare, submit, and coordinate permit applications with the applicable authorities as described in the proposal. S&T is not responsible for design, engineering, or final code compliance unless the proposal states otherwise in writing. Where a proposal includes sealed drawings, they are prepared and sealed by a licensed professional engineer or registered architect. Approval timelines and outcomes are determined by the authority having jurisdiction and are outside S&T's control.

2. Payment Terms

2.1 Agreement Price: The price is as shown in the proposal or estimate.

2.2 Payment Schedule for Installations and Construction:

• 10% due upon acceptance/signing
• 30% due upon mobilization
• 30% due when material is unloaded
• 30% due upon final sign-off

2.3 Payment Schedule for Permits:

• 50% deposit due upon acceptance/signing, before work begins
• 25% due before submittal to the authority having jurisdiction
• 25% due after the permit is approved, before the approved package is released to Client

2.4 Proposal Controls: If the signed proposal or agreement states a different payment schedule, the proposal's schedule controls.

2.5 Terms: Payment is due within 14 days of invoice date.

2.6 Late Payments: Late balances accrue interest at 1.5% per month (or the maximum allowed by law). Work may be suspended until accounts are current.

2.7 Taxes: Prices exclude applicable taxes unless otherwise stated.

2.8 Authority Fees: Permit, plan-review, and inspection fees charged by the authority having jurisdiction are not included in S&T's price unless the proposal says so. When S&T pays them on Client's behalf, they are billed to Client at cost.

3. Project Schedule

Contractor will make commercially reasonable efforts to complete the project within the estimated schedule. Contractor is not responsible for delays due to Client, suppliers, permitting authorities, weather, or other causes beyond its control.

4. Client Responsibilities

The Client shall:

• Provide clear, unobstructed access to the site during agreed work hours
• Ensure the site is clean, level, and ready for installation
• Provide accurate information about site conditions, including marking all utilities and hazards
• Pay all permit, plan-review, and inspection fees charged by the authority having jurisdiction, and obtain any permits not included in S&T's proposal
• Provide power, lighting, and other utilities needed to perform the work
• Secure all materials on-site once delivered
• Review and approve drawings, plans, or change orders in a timely manner

5. Permitting & Compliance

S&T will prepare, submit, and coordinate permit applications as described in the proposal. S&T is not responsible for design, engineering, or final code compliance unless the proposal states otherwise in writing.

Client must provide all required documents, forms, and fees promptly. Delays due to missing or incorrect information are the Client's responsibility.

Approval timelines are set by the authority having jurisdiction; S&T is not responsible for delays or rejections beyond its control.

6. Change Orders

Any changes to scope, schedule, or price must be agreed in writing by both parties. Extra work (e.g., resubmittals or corrections outside the original scope) will incur additional charges.

Design changes Client requests after drawings are sealed are a change, and Client pays the engineer's re-sealing fee. Responding to plan-review comments on the originally submitted design is not a change.

7. Warranty

Workmanship Warranty: Contractor warrants that installation Services will be free from defects in workmanship for 12 months from substantial completion. This warranty excludes:

• Misuse, abuse, overloading, or impact damage
• Unauthorized modifications
• Normal wear and tear
• Acts of God or conditions outside S&T's control

Material and product warranties, if any, are provided directly by their manufacturer.

8. Indemnification

Each party shall indemnify and hold harmless the other from any claims, damages, or expenses caused by its own negligence, misconduct, or breach of this Agreement.

9. Insurance

Contractor shall maintain general liability and workers' compensation insurance as required by law. Client is responsible for maintaining property insurance for the project site and materials.

10. Force Majeure

Neither party is liable for failure to perform due to causes beyond their control, including but not limited to natural disasters, labor disputes, delays by authorities, or material shortages.

11. Dispute Resolution

Unresolved disputes shall first be addressed through good faith negotiations. If a resolution cannot be reached, all claims or legal proceedings arising from this Agreement shall be brought exclusively in the state or federal courts located in Waco, Texas.

12. Termination

Either party may terminate this Agreement with 14 days' written notice if the other party materially breaches and fails to cure within that period. Work performed up to the date of termination will be invoiced and paid.

13. Entire Agreement

This Agreement, together with the accompanying estimate or proposal, constitutes the full and final agreement between the parties. Any amendments must be in writing and signed by both parties.

14. Ownership of Work Product

All drawings, layouts, and documents prepared by S&T remain the property of S&T and may not be used, reproduced, or shared without written consent.

15. Safety and Compliance on Site

The Client is responsible for maintaining a safe work environment and compliance with OSHA and other safety regulations for their facility. S&T will follow its own safety procedures while performing work.

16. Right to Suspend Work

S&T reserves the right to suspend work without liability if payment terms are not met or if site conditions prevent safe and efficient progress.

17. Collection Costs for Non-Payment

Client agrees to reimburse S&T for reasonable attorneys' fees and collection costs incurred to recover overdue payments.

18. Severability and No Waiver

If any provision of this Agreement is held invalid, the remainder shall remain in full force. Failure by S&T to enforce any provision shall not constitute a waiver of that provision.

19. Prevailing Party

In any legal action arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

20. Disclaimers

20.1 Limitation of Liability. S&T's liability under this Agreement shall be limited to the total amount paid for Services. Under no circumstances shall S&T be liable for indirect, incidental, consequential, or special damages, including lost profits, loss of use, or delays.

20.2 Client Verification. The Client is responsible for reviewing and verifying that the installation meets the intended use and complies with applicable codes and requirements. Final approval by the local authority having jurisdiction is outside the control of S&T.

20.3 Precedence. In the event of a conflict between these Terms & Conditions and any purchase order or other document issued by the Client, these Terms & Conditions shall prevail unless otherwise agreed in writing by both parties.

20.4 Confidentiality. Proposals, estimates, pricing, drawings, and layouts S&T provides to Client are confidential and may not be disclosed or reproduced without S&T's written consent. These Terms & Conditions are published publicly and are not confidential.