Terms & Conditions of Service

These Terms and Conditions ("Terms") govern the provision of excavation, water line, sewer line, concrete, and related services (collectively, the "Work") by Ready Dig Excavation LLC, a Michigan limited liability company with its principal office at 28440 Groesbeck Highway, Roseville, Michigan 48066 ("Contractor"), to the party identified in the applicable proposal, estimate, or work order ("Client"). By accepting a proposal, signing a work order, or authorizing Contractor to commence the Work, Client agrees to be bound by these Terms. Contractor's offer to perform the Work is expressly conditional on Client's assent to these Terms. Any terms or conditions contained in any Client-issued document—including, without limitation, any purchase order, request for proposal, work authorization, requisition, acknowledgment, confirmation, correspondence, or other communication—that are additional to, different from, or inconsistent with these Terms are hereby objected to, are deemed material alterations of these Terms, and shall be of no force or effect, whether or not Contractor expressly objects to any such terms at the time of receipt. No course of dealing, course of performance, or usage of trade shall be relevant to supplement, explain, or modify these Terms. Client's issuance of any such document shall not constitute a counter-offer and shall not be deemed to amend or supplement these Terms in any respect.

1. Scope of Work

The scope of the Work shall be as set forth in a written proposal, estimate, or work order issued by Contractor and accepted by Client (the "Agreement"). The Work may include, without limitation, water line installation and repair, sewer line installation and repair, sewer jetting, camera inspection, concrete installation and removal (including sidewalks, driveways, and parking lots), municipal water main services, fire line installation, and related excavation activities. Any work not expressly described in the Agreement is outside the scope of the Work and shall not be performed absent a written change order executed by both parties.

2. Change Orders

No change, addition, or deletion to the scope of the Work shall be valid or binding unless set forth in a written change order signed by both Contractor and Client. If Client requests or directs additional work orally, Contractor shall have no obligation to perform such work and shall not be liable for any delay or consequence arising from Contractor's refusal to perform work absent a written change order. If Contractor agrees to perform additional work without a signed change order, Client shall remain obligated to pay for such work at Contractor's then-current rates. Change orders may affect the contract price and the schedule for completion, and both parties shall negotiate any such adjustments in good faith.

3. Contract Price and Payment

The contract price for the Work shall be as stated in the Agreement. Unless otherwise agreed in writing, Contractor shall invoice Client upon substantial completion of the Work, and Client shall pay each invoice in full upon receipt unless Client is provided an agreement in writing indicating Client is granted the option to pay within thirty (30) days from the invoice date. Time is of the essence with respect to payment. All past-due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Michigan law, whichever is less. Client shall reimburse Contractor for all costs of collection, including reasonable attorneys' fees, incurred in collecting past-due amounts. Contractor reserves the right to require a deposit or progress payments for any project, as stated in the Agreement.

4. Permits, Licenses, and Compliance

Contractor shall obtain and maintain all licenses and permits required by applicable law for the performance of the Work, including any permits required by the municipalities of Macomb County, Oakland County, or Wayne County, as applicable. Client shall be responsible for obtaining any permits or approvals that are customarily the obligation of the property owner, including zoning or land-use approvals. Both parties shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including the Michigan Occupational Safety and Health Act and applicable MISS DIG requirements.

5. Site Conditions and Client Obligations

Client shall provide Contractor with reasonable access to the job site and shall ensure the site is free of obstructions that would materially impair Contractor's ability to perform the Work. Client represents and warrants that it has the legal right to authorize the Work on the property and that all information provided to Contractor regarding subsurface conditions, utilities, and other site characteristics is accurate to the best of Client's knowledge. If Contractor encounters concealed or unknown conditions at the site that differ materially from those indicated in the Agreement or ordinarily encountered in work of this character, the contract price and schedule shall be equitably adjusted by written change order. Contractor shall not be liable for damage to underground utilities, structures, or other improvements not disclosed by Client or not accurately identified through utility locating services.

6. Schedule and Delays

Contractor shall use commercially reasonable efforts to commence and complete the Work within the time frame set forth in the Agreement, subject to weather conditions, permitting timelines, site conditions, and other factors beyond Contractor's reasonable control. Contractor shall not be liable for delays caused by acts of God, severe weather, pandemics, labor disputes, governmental actions, utility company delays, concealed site conditions, Client's failure to provide access or information, or any other cause beyond Contractor's reasonable control ("Force Majeure Events"). In the event of a Force Majeure Event, the schedule shall be extended by a period equal to the duration of the delay. Contractor shall notify Client of any anticipated material delay as soon as reasonably practicable.

7. Suspension of Work

If Client fails to make any payment when due, Contractor may, upon seven (7) days' written notice to Client, suspend performance of the Work until all past-due amounts, including accrued interest, are paid in full. Contractor shall not be liable for any delay, damage, or additional cost arising from such suspension. The schedule shall be extended by a period equal to the duration of any such suspension, plus a reasonable period for remobilization. Contractor may also suspend the Work if conditions at the site present an imminent danger to the health or safety of Contractor's employees or the public.

8. Construction Lien Rights

Contractor reserves all rights under the Michigan Construction Lien Act, MCL 570.1101 et seq., including the right to record a claim of lien against Client's real property for any unpaid amounts arising from the Work. Client acknowledges that Contractor's lien rights attach to Client's interest in the real property improved. Nothing in these Terms shall be construed as a waiver of Contractor's construction lien rights, and any such purported advance waiver shall be void and unenforceable as contrary to Michigan public policy pursuant to MCL 570.1115.

9. Warranty

Contractor's sole and only warranty obligation is that the completed Work shall conform in all material respects to the written specifications expressly set forth in the Agreement (the "Specifications"), and no other standard—including, without limitation, any standard of workmanship, industry practice, fitness, quality, or performance—shall be used to measure Contractor's warranty obligation. Contractor makes no other warranty of any kind, express or implied, with respect to the Work, and any warranty not expressly stated in this Section 9 is hereby disclaimed and excluded. Ready Dig Excavation LLC provides a limited ten (10) year warranty solely against structural failure of sewer or water pipe installed by Ready Dig Excavation LLC. This warranty applies exclusively to pipe materials furnished and installed by Ready Dig Excavation LLC and does not extend to pre-existing piping, fittings, connections, municipal taps, surrounding systems, or any components not installed by Ready Dig Excavation LLC. This warranty shall remain in effect for a period of ten (10) years following substantial completion of the Work (the "Warranty Period"). Client must notify Contractor in writing of any claimed non-conformity within the Warranty Period, and Client's failure to provide such notice shall constitute a complete waiver of any warranty claim. Contractor's sole and exclusive obligation under this warranty, and Client's sole and exclusive remedy for any breach thereof, shall be, at Contractor's sole option, to (a) re-perform or repair the non-conforming portion of the Work, or (b) refund the portion of the contract price allocable to the non-conforming Work. In no event shall Contractor be obligated to re-perform or repair any Work more than once. EXCEPT FOR THE EXPRESS WARRANTY OF CONFORMITY TO THE WRITTEN SPECIFICATIONS SET FORTH IN THIS SECTION 9, CONTRACTOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, COMPLETENESS, OR WORKMANLIKE CONSTRUCTION, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE WARRANTY SET FORTH IN THIS SECTION 9 IS THE ONLY WARRANTY GIVEN BY CONTRACTOR WITH RESPECT TO THE WORK AND CONSTITUTES CONTRACTOR'S ENTIRE WARRANTY OBLIGATION. CLIENT ACKNOWLEDGES AND AGREES THAT (A) IT HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE, OR STATEMENT BY CONTRACTOR OTHER THAN THE EXPRESS WARRANTY OF CONFORMITY TO THE WRITTEN SPECIFICATIONS SET FORTH IN THIS SECTION 9, AND (B) THE SUFFICIENCY AND ADEQUACY OF THE SPECIFICATIONS ARE THE SOLE RESPONSIBILITY OF CLIENT.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY MICHIGAN LAW, CONTRACTOR'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE WORK, THESE TERMS, OR THE AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE, INDEMNITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE TOTAL CONTRACT PRICE ACTUALLY PAID TO CONTRACTOR UNDER THE APPLICABLE AGREEMENT AS OF THE DATE THE CLAIM ACCRUES. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF USE, DIMINUTION IN PROPERTY VALUE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE FACILITIES OR SERVICES, LOSS OF DATA, OR COST OF CAPITAL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, WHETHER CONTRACTOR WAS ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE THEORY OF LIABILITY UPON WHICH SUCH DAMAGES ARE CLAIMED. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CLIENT ACKNOWLEDGES THAT THE CONTRACT PRICE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS, INCLUDING THE LIMITATIONS OF LIABILITY AND WARRANTY DISCLAIMERS CONTAINED HEREIN, AND THAT CONTRACTOR WOULD NOT HAVE ENTERED INTO THE AGREEMENT AT THE CONTRACT PRICE WITHOUT SUCH LIMITATIONS. NO ACTION OR CLAIM ARISING OUT OF OR RELATING TO THE WORK, THESE TERMS, OR THE AGREEMENT MAY BE COMMENCED MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, REGARDLESS OF ANY LONGER STATUTORY PERIOD.

11. Indemnification

Client shall indemnify, defend, and hold harmless Contractor, its members, managers, employees, and agents from and against all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Client's breach of these Terms or the Agreement, (b) Client's negligence or willful misconduct, or (c) any inaccuracy in Client's representations regarding site conditions or property ownership. Contractor shall indemnify, defend, and hold harmless Client from and against all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of bodily injury to persons or damage to property to the extent caused by Contractor's negligence or willful misconduct in the performance of the Work. Notwithstanding the foregoing, no provision of these Terms shall be construed to require either party to indemnify the other for damages arising out of bodily injury or property damage caused by or resulting from the sole negligence of the indemnified party, consistent with MCL 691.991.

12. Insurance

Contractor shall maintain commercial general liability insurance, automobile liability insurance, and workers' compensation insurance in amounts customary for excavation contractors operating in the State of Michigan. Contractor shall provide certificates of insurance to Client upon request. Client shall maintain property insurance covering the property on which the Work is to be performed. Neither party's procurement of insurance shall limit its liability under these Terms.

13. Termination

Either party may terminate the Agreement for cause upon fourteen (14) days' written notice if the other party materially breaches these Terms or the Agreement and fails to cure such breach within said fourteen-day period. Client may terminate the Agreement for convenience upon fourteen (14) days' written notice to Contractor. In the event of a termination for convenience, Client shall pay Contractor for all Work performed through the date of termination, all materials procured for the Work, and reasonable demobilization costs, plus a termination fee equal to ten percent (10%) of the value of the unperformed Work. Termination shall not affect Contractor's construction lien rights or Client's obligation to pay for Work already performed.

14. Dispute Resolution

The parties shall first attempt to resolve any dispute arising out of or relating to these Terms or the Agreement through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may initiate mediation administered by a mutually agreed-upon mediator in Macomb County, Michigan. If mediation does not resolve the dispute within sixty (60) days after the mediator is appointed, either party may pursue any remedy available at law or in equity in a court of competent jurisdiction in Macomb County, Michigan, or the United States District Court for the Eastern District of Michigan. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE AGREEMENT.

15. Governing Law

These Terms and any Agreement incorporating these Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict-of-laws principles.

16. Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, when sent by email with confirmed receipt, or three (3) business days after being sent by certified mail, return receipt requested, to the addresses set forth in the Agreement or such other address as a party may designate in writing.

17. Miscellaneous

These Terms, together with the Agreement and any written change orders, constitute the entire agreement between the parties with respect to the Work and supersede all prior or contemporaneous understandings, proposals, negotiations, representations, and agreements, oral or written, relating to the subject matter hereof. For the avoidance of doubt, no terms or conditions contained in any document issued by Client at any time—whether before, contemporaneously with, or after the execution of the Agreement—shall form part of the contract between the parties, and any such terms are hereby expressly rejected pursuant to MCL 440.2207 and the common law of the State of Michigan. No modification of these Terms shall be effective unless in writing and signed by both parties. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Contractor's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Contractor may assign its rights and obligations under the Agreement to any affiliate or successor without Client's consent. Client may not assign the Agreement without Contractor's prior written consent.