1. Prices and discounts are subject to change without notice.  Trade discounts are available upon prior approval only. Prices do not include sales, use, excise, or similar taxes unless otherwise noted in our proposal.  To be exempt from state sales tax, ADG Power & Automation (ADG) must have an original signed and current Florida Annual Resale Certificate for Sales Tax on file. Some items are available via special order and may be subject to a special handling fee.
   
   
2. Warranty of products is the sole responsibility of the manufacturer.  With respect to products manufactured by our suppliers, ADG makes no express warranties whatsoever and disclaims any thereof. ADG has taken appropriate measures to assure the quality of these products and that they are backed by their own fully supportable warranty. ADG will provide warranty information for these products upon request. Products manufactured by ADG, are warranted to be free from defects in materials and workmanship under normal use and operation.  The obligation of this warranty shall be limited to repairing or replacing any part of the completed product that ADG agrees is defective. Products returned for warranty evaluation and repair must include a copy of the sales invoice and shipment will be at the customer’s expense. To the extent allowed by law, this warranty is exclusive and is made expressly in lieu of all other warranties, including the warranties of merchantability and fitness for particular purpose. ADG shall not be liable for any incidental or consequential damages resulting from a violation of this warranty.
   
   
3. ADG warrants its work for a period of ninety (90) days from the date of the completion of such work unless otherwise noted in our proposal and as provided for in this paragraph. The warranty is in lieu of all expressed or implied warranties granted to a Client under Florida law. This warranty does not apply to defects caused by the negligence of the Client, corrosion, or for defective work in areas which are hidden from view or are not readily accessible to ADG workmen. If the equipment is sold by ADG, the Client shall look solely to the manufacturer’s warranty for any defect in the equipment being sold hereunder. This warranty does not include travel expenses, travel time, labor charges or freight charges if required. ADG shall not be liable for any incidental or consequential damages resulting from its work.
   
   
4. Unless otherwise specified, appropriate carrier F.O.B. Fort Lauderdale, FL will send all shipments. Merchandise shipped is packaged in compliance with carrier requirements. All Hazardous materials and or products, if purchased for resale, must be prepared in accordance with HMR (US DOT 49CFR parts 100-185) Hazardous Material Regulation. Product MSDS are available upon request. Title to all merchandise ordered and sold, and risk of loss thereon, shall pass to the customer upon delivery. Customer will be responsible for freight on items drop shipped from manufacturers as well as any inbound freight charges for special order items. The customer shall submit any and all claims directly to the carrier for shortages and damages suffered in transit.
   
   
5. A copy of the sales invoice must accompany all returns. All goods must be returned within 15 days of purchase, in new condition and in original boxes, to receive full credit and not incur a 20% restocking and handling fee. No returns will be accepted after 30 days. Special orders (non-stock items), items cut to length, and items made to order are not returnable. Returned goods shipping charges must be prepaid.
   
   
6. Terms of payment are to be specified. With approved credit, standard terms of payment are 30 days net unless otherwise noted under the terms code on the sales invoice front page. A service charge of 1.5% per month will be included on all past due accounts. In the event of suit for collection, reasonable attorney’s fees, and collection costs, including any appellate costs, will be added to this invoice.  All special order items, switchgear, and custom panel boards require a 50% deposit and payment in full prior to shipping and or delivery unless otherwise noted in our proposal.
   
   
7. In the event the Client disputes of any portion of the invoice, written notice shall be provided within ten (10) calendar days of the issuance of the invoice. If the Client does not provide timely notice of a dispute within the period noted above, the Client waives any objection to the invoice.
   
   
8. Invoices paid in full within ten (10) calendar days of the date of the invoice may be reduced by one and one-half percent (1.5%).
   
   
9. In the event permit/regulatory comments have not been generated within 60 days, the remainder of the contracted value, if any, will be invoiced.
   
   
10. Invoices shall be considered past due if payment in full is not received within thirty (30) calendar days of the invoice date. 
    
    
11. ADG may terminate the performance of the service associated with invoices past due or terminate the performance of any other services. A late fee of ten percent (10%) of the invoiced amount shall be applied to past due invoices not paid within thirty (30) calendar days of the invoice date. Interest on past due accounts shall accrue thereafter at the rate of 1.5% per month.
    
    
12. Time and material projects shall be invoiced not less than monthly or at the issuance of an agreed milestone. Time and material work shall include a retainer of not less than $500.00 or 35% of the estimated project value, whichever is greater. The retainer will be held as a security deposit and will be applied to the final invoice.
    
    
13. ADG shall be entitled to collect all costs associated with collection including all attorney’s fees and paralegal fees incurred prior to litigation, during litigation, including but not limited to appeal, or incurred in connection with litigating the amount of attorney’s fees in court, court costs, expenses, and all interest accrued on any past due amount.
    
    
14. Seller’s liability on any claim for loss or damage arising out of or connected with the supplying of any goods hereunder, or their sale, resale, operation or use, whether based on contract, warranty, tort (including negligence), or other grounds, shall not exceed the price allowable to such good or part thereof involved in the claim. Seller shall not, under any circumstance, be liable for any labor charges without the prior written consent of Seller.
    
    
15. Prime Contractor and/or Client shall provide a preliminary construction schedule to ADG to assist in the preparation of our formal agreed schedule.
    
    
16. We own/lease/subcontract all required equipment and fixture jigs necessary to complete the Scope of Work.
    
    
17. If identified as the preferred subcontractor to be awarded the project/contract that is the subject of this proposal, ADG will negotiate in good faith to enter a mutually agreeable subcontract on commercially reasonable terms.
    
    
18. The subcontract will flow down the obligations AND the rights of the prime contract.
    
    
19. It is understood and accepted that this proposal is confidential and is furnished to the Contractor and/or Client for its use. As such, the information in this proposal is strictly confidential and shall not be disclosed to any party, excepting the project Client, without the express written consent of ADG.
    
    
20. This Proposal shall become part of our subcontract agreement and shall take precedence over any conflicting contract conditions or statements.
    
    
21. This Proposal is based only upon the information, documents, specifications, permits and drawings as supplied with the Request for Quotation (RFQ). Any alterations, substitutions, additions, or modifications thereto (after the submission of this proposal) shall be cause for a mutually agreed adjustment in price and contract time.
    
    
22. In the event ADG is delayed in commencing or performing its work for any reason that is not the fault of ADG, its subcontractors, or suppliers, ADG will be paid “Standby Compensation” at the rate of $65/MH plus Equipment at Blue Book Rates. ADG will be compensated for any loss or damage to its work resulting from the delay and any additional work made necessary by the delay at $65/MH plus Equipment at Blue Book Rates and will receive an equitable extension in the contract schedule.
    
    
23. Contractor and/or Client understand that ADG and its personnel are not contracted to function as design engineers unless ADG is the Engineer of Record.  As such ADG has not designed the work to be performed, nor made any determination of its suitability for the purpose sought to be achieved by Contractor and/or Client.  Therefore, ADG shall not be responsible for any problems, delays, loss, cost, or expense caused by errors or defects in any part of the overall project design or the design and/or specifications applicable to ADG’s work.
    
    
24. ADG will not be liable for liquidated, special, indirect, or consequential damages.
    
    
25. If Contractor and/or Client abandons or discontinues all or part of the work for any reason (other than during periods in which Standby Compensation is payable), or if conditions encountered render completion of the work impracticable, ADG will be entitled to compensation at the above rates for all work undertaken to such date, together with any Standby Compensation to date at the above rates and to reimbursement of all costs related to the mobilization and demobilization of plant, equipment, and personnel to and from the site. In such circumstances, ADG will not be liable for any loss, damage, penalty, maintenance, or warranty, nor shall ADG be required to contribute to the performance of the work by an alternative method.
    
    
26. ADG’s obligation to pay and provide releases from its subs and vendors is limited to the extent of payments received from the Contractor and/or Client – i.e. we do not finance the work.
    
    
27. Partial releases shall exclude pending issues listed on an attachment to the release.
    
    
28. Pay when paid will not apply if delay by Client is caused by a dispute between Client and the Contractor unrelated to ADG or if Contractor fails to enforce its rights to receive payment due for ADG’s work.
    
    
29. ADG shall not be obligated to proceed with change order work without written agreement or written directives to proceed on a time and material basis at rates established in the subcontract.
    
    
30. The contract should include a mutual waiver of consequential damages between ADG and the Contractor and/or Client – our responsibility to each other should be for direct damages not things like lost profits, punitive damages, etc.
    
    
31. ADG will indemnify the Contractor and/or Client against claims by third parties in proportion to (to the extent of) ADG’s fault. Client agrees to indemnify, hold harmless, and at ADG’s option, defend or pay for an attorney selected by ADG to defend ADG, its officers, agents, servants and employees against any and all claims, losses, liabilities, and expenditures of any kind, including attorney fees, any appellate attorney costs, paralegal fees, court costs, and expenses, caused by, arising from, or related to any acts, omissions or negligence of Client or its servants, agents, employees, contractors, or consultants.
    
    
32. Due to the relative risks and rewards of the project to both ADG and the Client, the Client agrees to the fullest extent of the law, ADG’s total liability to the Client for any and all losses, expenses, damages, injuries, claims or claim expenses arising from this Proposal from any cause or causes, shall not exceed ADG’s fee. Such causes include, but are not limited to, negligence, errors, omissions, strict liability, breach of contract, or breach of warranty by ADG.
    
    
33. ADG shall not be liable in any event of loss, damage or delay caused by strikes, labor difficulties, accidents, delays in delivery of materials, act of God, war, restraint of princes, including, but not limited to restraint by local, state or federal authorities, or causes of any kind beyond ADG’s direct control, including, but not limited to tropical storms, hurricanes, lighting or rain.
    
    
34. ADG is preparing and providing drawings, plans, specifications, and other documents as outlined in the Proposal for use in the construction of this project, based upon design and construction criteria prepared and provided by others, including but not limited to the Client and Client’s consultants. ADG is not responsible for any errors and omissions in the aforesaid design and construction criteria provided by others.
    
    
35. PURSUANT TO SECTION 558.0035, FLORIDA STATUTES, AN INDIVIDUAL EMPLOYEE OR AGENT OF ADG MAY NOT BE HELD INDIVIDUALLY LIABLE IN NEGLIGENCE FOR ANY CLAIMS, DAMAGES, LOSSES, OR DISPUTES ARISING OUT OF OR SUBJECT TO THE PROPOSAL.
    
    
36. ADG’s obligation to pay liquidated damages must be limited to the extent ADG caused delay and the Client actually imposes them.  For this proposal, liquidated damages are not accepted.  
    
    
37. Liquidated damages are the only damages for delay.  For this proposal, liquidated damages are not accepted.  
    
    
38. For delay and disruption of our work caused by the Client, the Contractor agrees to advance our rights/ cooperate with us to recover compensation available under the prime contract for delay and disruption that the Contractor and/or Client is responsible for including resequencing our work to accommodate other subs, ADG will be entitled to an equitable adjustment.
    
    
39. ADG will receive notice and the opportunity to commence a reasonable cure in the event of default.
    
    
40. Either party may terminate this Proposal within ten (10) business days with written notice or by the failure of either party to perform their obligations hereunder. In the event of termination, the Client shall pay ADG for all services rendered to the date of termination; all reimbursable expenses; and shall be responsible for any additional termination expenses incurred by ADG.
    
    
41. Termination for convenience only if the Client terminates the Contractor.
    
    
42. Wrongful termination for default is not deemed a termination for convenience.
    
    
43. No Geotechnical information provided. If rock is encountered, it must be excavatable with standard excavation techniques utilizing a 70K LB Excavator, proceeding on a time and material basis at rates established in the subcontract. No coring or blasting.
    
    
44. ADG reserves the right to make use of subcontracted / leased employees as required to perform this scope of work.
    
    
45. The cost and schedule information reflected in this proposal does not take into consideration any price escalations, delays, shortages or disruptions to the availability, quantity or pricing of materials, equipment, labor or services to the (collectively the “Impacts”) that may occur due to a global pandemic including, without limitation, the COVID-19 (aka coronavirus) virus or actions taken related thereto by businesses, local, state and national authorities, or by ADG in its reasonable discretion intended to protect the health and safety of its workers. Notwithstanding anything to the contrary in any other contract documents, ADG shall be entitled to an extension to the time and an adjustment in the price to the extent that this situation results in any direct or indirect Impacts to its work or obligations.
    
    
46. Only Amier Habayeb is authorized by ADG Power & Automation to agree to changes in the scope and price of this project.
    
    
47. All required notices under this Agreement shall be in writing and either mailed by certified or registered mail, postage prepaid return receipt requested, sent by express courier or hand delivered and addressed to each party at the address set forth on the accompanying Proposal.   
    
    
48. Prior to filing any claim, complaint, or action against ADG, its officers, employees, agents or subcontractors, the Client shall obtain, in writing, a report and/or drawing with the non-preferential facts supported by the applicable rules, regulations, specifications, and/or calculations by a registered and licensed Professional Engineer experienced in the design of similar projects identifying all alleged deficiencies.  ADG shall be provided a copy of the report and/or drawing and shall be given sixty (60) business days to respond. 
    
    
49. The combined liability of ADG, its officers, employees, agents or subcontractors for any loss, claim, or damage arising from negligent performance or non-performance of any services under this Agreement, or from breach of any implied or express warranty of workmanlike performance in connection with the services, or from any other reason, to Client of any other person, corporation, partnership, business entity, sovereign, country, or nation, will be limited to the greater of a) 10% or b) an amount equal to the sum actually paid for the specific services alleged to be deficient.
    
    
50. The waiver by either party hereto of any breach or violation of, or default under, any provision of this Agreement shall not be a waiver of such provision or of any subsequent breach or violation thereof or default hereunder. If any provision of this Agreement should be held invalid or unenforceable, or to violate any law, such provision shall be deemed deleted from this Agreement and the remainder of this Agreement shall continue to be valid and binding. This Agreement shall be deemed drafted equally by both parties and no inference or presumptions shall be given to either party in case of dispute.
    
    
51. Failure of ADG to enforce at any time or for any period of time any term or condition of this Agreement shall not be construed as a waiver of such term or condition nor of the right of ADG to thereafter enforce any or all such terms or conditions. Invalidity of any one or more of these Agreement conditions, or portion thereof, in general or in application to any party or circumstance, shall not be affect or impair the remaining Agreement conditions or portions thereof or application to other parties or circumstances. 
    
    
52. Prior to filing any claim, complaint, or action against ADG, its officers, employees, agents, or sub-consultants, the Client shall obtain, in writing, the opinion of a registered and licensed State of Florida Professional Engineer experienced in the design of similar projects and identifying all alleged errors and omissions. ADG shall be provided a copy of the opinion and allowed to respond with sixty (60) days. Any claims or disputes made during design, construction or post-construction between the Client and ADG shall be submitted to non-binding mediation. The Client and ADG agree to include a similar mediation agreement in its agreements with all contractors, subcontractors, sub-consultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between all parties. Except for any dispute arising due to nonpayment, any dispute arising under this agreement shall be resolved in accordance with the rules of the American Arbitration Association at its location in south Florida. The laws of the Florida shall govern this agreement and any issue arising with regard to this agreement. All legal actions by either party against the other arising out of or in any way connected with the services to be performed hereunder shall be barred and under no circumstances shall any such claim be initiated by either party after two (2) years have passed from the issuance of the certificate of completion of the underlying project or the completion of ADG services if the project is never commenced or completed, unless ADG shall be terminated earlier, in which case the date of termination of the agreement shall be used.
    
    
53. Arbitration, forum and governing law: Should any dispute arise out of this Agreement, the matter in dispute shall be referred to three persons at Fort Lauderdale, Florida, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final and, for the purpose of enforcing any award, this Agreement may be made a rule of the court.  The arbitrators shall consider this Agreement an honorable engagement rather than a merely legal obligation; they are relieved from all judicial formalities and may abstain from following the strict rules of law. The arbitrators shall award reasonable attorney’s fees and costs to the prevailing party. The parties irrevocably consent to the jurisdiction of the United States District Court for the Southern District of Florida for purposes of compelling arbitration and confirming any arbitration award.
    
    
54. ADG may terminate the Scope of Work for Services in whole or in part at any time for any reason.  On such termination, the Client shall pay ADG all monies due in respect of the Services properly performed under this Agreement to the date of termination and any direct costs resulting from termination of the Scope of Work shown to have been reasonably and properly incurred by ADG including, but not limited to, cancellation charges paid to any subcontractor.
    
    
55. Neither party shall be liable to the other party for special, indirect, or consequential damages resulting from or arising out of this Agreement including, without limitation, loss of profit or business interruptions, however same may be caused.
    
    
56. ADG shall not be liable in any event for any loss, damage or delay caused by strikes, labor difficulties, accidents, delays in delivery of materials, acts of God, war, restraint of prices, including, but not limited to, restraint by local, state or federal authorities, or causes or any kind beyond ADG’s control, including, but not limited to, tropical storms, hurricanes, pandemics, lightning or rain.
    
    
57. ADG shall not be liable for any delay resulting from late receipt of Client furnished information, defective Client furnished information and any other act or fault of the Client, its employees, representatives, or agents, or causes of any kind beyond ADG’s reasonable control.  The Client shall be notified as soon as reasonably practicable following ADG’s determination that such a delay has occurred. The Client shall extend the specified time of performance by the number of days that the work was delayed.
    
    
58. If it becomes reasonably apparent that completion of the Services will or may be delayed, ADG shall give written notice to the Client of the cause of the delay and of the steps that have or will be taken to overcome the delay and provide the Client with details of the actual or anticipated effects upon carrying out the Services, together with an estimate of the extent of any delay. If the Client agrees that completion of the Services is likely to be or has been delayed beyond the date or dates agreed to as scope or beyond any extended time previously agreed by reason of a delay by Client in supplying the Client-Provided Items specified in said Scope of Work; or a breach by Client of the terms and conditions of this Agreement and/or the Scope of Work; or Temporary Suspension of Work, that is not due to any act, omission, default or negligence of ADG; or Force Majeure; then the Client shall grant an equitable extension of time for completion of the said Services.
    
    
59. This Agreement (including the Proposal attached hereto, which is incorporated by reference) constitutes the entire Agreement between the parties. No representations or statements other than those expressly set forth herein shall be deemed to be any part of this Agreement nor shall they be used to interpret this Agreement. The parties stipulate and agree that no prior statements or representations have been or are being relied upon by either party. This Agreement terminates and supersedes all prior Agreements, if any, between the parties. This Agreement may not be varied, modified, or amended except by an instrument in writing duly signed by the parties and appended to this Agreement.

Entire Agreement. These terms and conditions along with the description of services and fees constitute the entire agreement between the client and ADG Power & Automation and supersedes all prior negotiations, representations, or agreements, either written or oral. This agreement may be amended only by written instrument signed by both ADG and the Client.