ProLift Rigging Company Canada, Inc – General Terms and Conditions for Services
These General Terms and Conditions (“Terms”) govern the provision of services by ProLift Rigging Company Canada, Inc. (“ProLift”) to any entity or individual (“Company”) that engages ProLift for services. Collectively, ProLift and the Company are referred to as the “Parties” and individually as a “Party.”
- Acceptance of Terms
By accepting ProLift’s Proposal, Company acknowledges and agrees to be bound by these Terms:
- ProLift will provide services which may include, but are not limited to, project management, inventory buffering, transportation, rigging, and installation (“Services”) as specified in each Proposal.
- Services may be performed by ProLift directly or through its employees, affiliates, or authorized subcontractors.
- Services may occur at various locations across the U.S. and Canada (“Sites”), as outlined in each Proposal.
- These Terms are incorporated into each Proposal and apply to all services performed by ProLift.
- Contract Documents
The “Contract Documents” include (i) the Proposal issued by ProLift, including all exhibits and referenced documents, (ii) any written amendments, changes to the scope or Work or Services, or modifications agreed upon by both Parties after Proposal acceptance/execution (“Change Order(s)”).
- Scope of Work
Company engages ProLift for specific projects as outlined in the applicable Contract Documents. Each Proposal (inclusive of pricing, project schedule, technical and commercial clarifications) and any subsequent Change Orders are incorporated into the Contract Documents.
- Acceptance of Proposal
Company’s acceptance of a Proposal may be evidenced by:
- Written execution or verbal confirmation.
- Issuance of a purchase order.
- Request to begin work or schedule services.
- Acceptance of deliverables or performance.
- Any other conduct indicating assent.
- Term and Termination
These Terms take effect on the Effective Date specified in the Proposal or upon acceptance and continue until Services are completed unless terminated earlier. ProLift may terminate upon 30 days’ written notice to Company.
- Relationship of the Parties
ProLift is an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship with Company.
- Site Conditions
Company represents that it has provided ProLift with access to inspect the Site and disclosed to ProLift all known, relevant conditions. ProLift’s acceptance of conditions shall not include hidden defects. Company or site owner shall be solely responsible for confirming the Site’s structural and subsurface suitability/load-bearing capacity. ProLift shall not be liable for concealed or undisclosed conditions, and any delays or additional costs arising from such conditions may result in a Change Order from ProLift to Company.
- Payment Terms
Payment shall be due as detailed in the Proposal and any approved Change Orders. Payment for ProLift’s invoices are due within 30 days after submittal to Company unless otherwise agreed to in writing.
Late Fees: Late fees on any overdue amounts will be assessed at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is greater.
Collections: All amounts referred to collections will be assessed an administrative fee equal to 30% of the overdue balance.
Lump Sum Pricing: Lump sum pricing is not subject to breakdowns or reductions if work is completed early or more efficiently by ProLift.
- Warranty Disclaimer
ProLift disclaims all warranties, express or implied, including, but not limited to, those related to merchantability, fitness for a particular purpose, or workmanship. ProLift is not liable for the functionality of equipment or materials not supplied or manufactured by it.
- Limitation of Liability
ProLift shall not be liable to Company for any liquidated, consequential, special, incidental or punitive damages.
- Risk of Loss
All risk of loss, damage, theft, or destruction of materials, equipment, or property delivered, stored, or used in connection with the services shall remain with Company until final acceptance or completion of the Services, whichever occurs first. In the event that ProLift temporarily assumes custody or control over any such property, such custody shall not constitute acceptance of risk. ProLift shall not be liable for any loss or damage except to the extent caused by its gross negligence or willful misconduct while the property is in ProLift’s care, custody, and control.
This Risk of Loss provision shall apply in addition to, and not in limitation of, any indemnity obligations outlined in these Terms. Nothing in this section shall be interpreted to expand or modify ProLift’s liability beyond the scope of the types and amounts of insurance coverage expressly negotiated and agreed upon by the Parties in the Proposal, or as otherwise expressly agreed to in writing by the Parties.
- Indemnification
Company shall indemnify, defend, and hold harmless ProLift, its employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to the acts or omissions of the Company, its subcontractors, employees, or agents.
In the event ProLift’s negligence or willful misconduct contribute to a claim or loss, Company shall only be responsible for its pro-rata portion of the damages, not to exceed the Risk of Loss limits in Section 11 above.
Indemnity obligations shall survive the termination or expiration of the agreement/Proposal.
- Default and Termination
ProLift may terminate the Proposal for reasons including insolvency, failure to perform, or material breach. Company shall remain responsible for all payments of Services rendered and associated costs or fees.
- Force Majeure
ProLift shall not be liable to Company for delays or failures due to events beyond their control, including natural disasters, strikes, pandemics, or government actions (“Force Majeure Event”). Obligations (other than payment) are suspended for the duration of the event. In the event of a Force Majeure event that materially impacts the performance or cost of the Services, including but not limited to, costs of mobilization or demobilization, ProLift shall be entitled to a schedule extension and equitable adjustment in pricing through a Change Order. If a Force Majeure Event continues for more than 90 days, ProLift may choose to terminate the relevant Proposal with notice to Company.
- Arbitration
Disputes arising from these Terms shall be resolved via binding arbitration in English under the U.S. Federal Arbitration Act. Arbitration will take place in Memphis, Tennessee. The prevailing Party may recover attorneys’ fees and costs.
- Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Tennessee. Venue lies in Shelby County or the U.S. District Court for the Western District of Tennessee.
- Insurance
ProLift’s liability for any loss, damage, or injury to property or persons arising from the performance of the Services shall be limited to the extent of coverage provided under ProLift’s applicable Certificate of Insurance for the Proposal, or as otherwise expressly agreed in writing by the Parties. Upon request, ProLift shall provide the Company with at least thirty (30) days’ prior written notice of any material change to, or cancellation of, such insurance coverage.
- Severability
If a provision of these Terms is found to be invalid, such provision shall be fully severable and the remainder of the Terms shall be enforced.
- Waiver
ProLift’s failure to enforce any provision herein shall not constitute a waiver of that or any other provision.
- Assignment
Company may not assign, delegate, or transfer any of its rights or obligations under the Contract Documents without the prior written consent of ProLift, which shall not be unreasonably withheld. Any attempted assignment without such consent shall be null and void.
- Entire Agreement
These Terms, together with the Proposal, any Change Orders, written amendments, and other documents expressly incorporated by reference (collectively, the “Contract Documents”), constitute the entire agreement between the Parties. In the event of any conflict or inconsistency among the Contract Documents, the order of precedence shall be: (i) written amendments signed by both Parties, (ii) Change Orders, (iii) the Proposal (including its exhibits and referenced documents), (iv) these Terms and Conditions, and (v) Field Ticket/Quote and other incorporated documents. No modification shall be valid unless in writing and signed by both Parties. All negotiations and agreements prior to the date of the Proposal that are not included in the Contract Documents are hereby void. Nothing in these Terms shall create any third-party beneficiary rights or claims against ProLift beyond those that may exist under applicable law.