FINANCIAL 
1. No provisions of this Proposal/Contract shall serve to void our rights under Mechanics' Lien Laws. 
2. We do not accept back charges that have not been previously agreed to by us in writing. 
3. Late payments of 60 days or more will bear interest at the standard prevailing commercial rate. 
4. Unless otherwise specified, you will be billed for 30% of the project total immediately after the receipt of an order.  Prompt payment is required to order parts and cover other costs associated with project start-up. 
5. Progress billings will be issued monthly. Unless otherwise specified in a separate agreement, all payments are due net 30. 
6. Nothing in this Proposal/Contract shall be construed to require us to continue performance of work if we do not receive timely payment for properly performed work and suitably stored materials. 
7. We retain title to all equipment until installation is complete and all payments due Pro-Tec Design have been paid in full.  We reserve the right to reclaim the equipment at your expense if default is made by you in any payment. If customer fails to follow the payment schedule(s) above or if Pro-Tec Design anticipates Customer may be unable to perform hereunder, Pro-Tec Design may terminate this contract, defer, discontinue or suspend work, or demand adequate assurance of Customer's performance.  If a Customer's account must be placed with an attorney for collection, whether a lawsuit is filed or otherwise, or if the services of an attorney are required to protect Pro-Tec Design's interest, Customer agrees to pay all collection costs, including reasonable attorney's fees. 
8. Alterations or modifications of the original quotation or specifications, including changes in quantity, material, design or other features, must be communicated in writing by Customer to Pro-Tec Design and accepted by Pro-Tec Design in writing, it being understood any change may increase prices.  Customer shall be liable for and reimburse Pro-Tec Design for any and all work in process at the time Pro-Tec Design receives notice of changes.
SITE CONDITIONS AND WORK PERFORMANCE 
9. We are not responsible for protection of our work in place. 
10. We will dispose of debris created by our work into Owner-furnished trash bins or containers at the site. 
11. You shall furnish and make available to us at the site reasonable storage and parking facilities, and convenient delivery access to our work. 
12. You shall provide uncluttered and safe access for us to perform our work.  The schedule of any other contractors involved in this project shall be made in consultation with us, unless otherwise agreed, project scheduling must allow us to perform our work during a standard 8-hour day, 40-hour week. Overtime work will be billed as an additional charge and must be mutually agreed upon.  
13. Pro-Tec Design shall not be liable for delays or defaults caused by factors beyond our control, including but not limited to delays by Architects, the Owner, other Contractors, Subcontractors, civil disorder, labor disputes, or Acts of God. We are entitled to equitable adjustments for delays caused by others. For purposes of this Agreement, "Force Majeure" includes but is not limited to: natural disasters (such as floods, hurricanes, tornadoes, earthquakes), acts of war, terrorism, civil unrest, labor strikes, epidemics, pandemics, government-mandated shutdowns or quarantines, material shortages, transportation delays, embargoes, tariffs, sanctions, governmental regulations, or other actions by governmental authorities that impact the performance of the contract. 
14. If any drawings, Illustrations, or descriptive matter are furnished with this Proposal/Contract, are approximate and provided only to show the general style, arrangement, and dimensions 
15. All work will be done during standard business hours, Monday through Friday unless otherwise noted. 
WARRANTY 
16. No liquidated damages will be due. 
17. THERE ARE NO WARRANTIES THAT EXTEND BEYOND PRO-TEC DESIGN'S STATED SPECIFICATIONS. PRO-TEC SPECIFICALLY EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS, IMPLIED WARRANTY OF DESIGN, AND ALL OTHER IMPLIED WARRANTIES.  Customer's sole remedy in any action at law based hereunder (other than an action based on breach of warranty, which warranties are expressly excluded except as set forth herein) shall be limited to the repair or replacement of nonconforming goods or parts, or, at Pro-Tec Design's option, refund of the applicable quote.  IN NO EVENT SHALL PRO-TEC DESIGN BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR ECONOMIC DAMAGES OR LOSS, LOST PROFITS, OR CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY.  CUSTOMER AGREES THAT THIS PROVISION IS CONSCIONABLE. 
18. Pro-Tec Design will warranty the labor and materials covered under this quotation for one year from the date of first beneficial use of the system provided the Owner is current in their payments to Pro-Tec Design, Inc. Accounts that are not current shall not receive warranty work until said accounts are made current.  Pro-Tec Design will respond during normal business hours Monday through Friday. Weekends, holidays, and after-hours warranty support will be billable at standard overtime rates. Warranty does not include replacement or repair of equipment damaged by Misuse, Negligence, Over or Under Voltage, or "Acts of God" such as lightning or other weather related incidents. Warranty only covers the repair or replacement of any parts supplied by Pro-Tec and any labor and travel to and from the site to execute said repairs for one (1) year from the date the Owner has beneficial use of the system.  No warranty is extended to not in contract (NIC) equipment.  NIC equipment is defined as any equipment not supplied by Pro-Tec or existing equipment that is re-used.  The troubleshooting, repair or replacement of NIC equipment will be provided by Pro-Tec at a time and materials basis. 
19. Pro-Tec Design Is not an insurer of Customer's risks and exposures, Pro-Tec shall not be liable for any failure to perform under this Agreement due to any "Act of God," “Force Majeure”, or any other cause beyond Pro-Tec Design's control.  Pro-Tec Design shall not be liable for any loss or damage caused in whole or in part from negligence, fault, or wrongful act of Customer or of any third persons or parties.  Services provided under this Agreement are for the sole benefit of the Customer and no rights are, or may be, conferred on any other party as a third-party beneficiary, by transfer or assignment, or otherwise.  Pro-Tec Design's total liability is limited to the contract price; as matter of law, this limitation does not apply to fraud, willful injury, or willful violation of the law. 
OTHER 
20. This Proposal/Contract, including the terms stated above and any attached specifications, constitutes the entire agreement between Pro-Tec Design and Customer. Any prior or conflicting terms are superseded. Any modification must be expressly agreed to in writing by Pro-Tec Design. 
21. This Proposal/Contract shall be interpreted and governed by the laws of the State of Minnesota.  Any disputes arising out of business conduced hereunder hall be brought in the appropriate district court in the State of Minnesota. In case of dispute, the prevailing party shall be awarded reasonable attorney's fees. 
22. The design and/or intent of the items listed in this system specification is considered intellectual property and owned by Pro-Tec Design and will not be disclosed to any party other than those intended by Pro-Tec Design.  Disclosure of this design/intent will subject the discloser to Consultant Fees equivalent to the above listed design/build quotation.  
23. Customer agrees not to directly or indirectly solicit for hire or contract with any Pro-Tec Design employee who performed services under this agreement, during the term of the contract and for a period of two (2) years thereafter, without prior written consent from Pro-Tec Design. 
24. This proposal and any documents associated with it supersede any prior verbal or written information provided. 
25. Customer agrees to maintain appropriate insurance coverage, including general liability, for the duration of the project. Proof of coverage shall be provided upon request. 
26. Both parties agree to maintain the confidentiality of proprietary system information, passwords, and customer data, and shall not disclose such information without prior written consent.