SHAX Family Tile...
Contractor: SHAX Family · License No. 1089040 · Address: as listed on the Invoice · Phone: (858) 348-7598 · Email: family@shax.us
Client & Project Information. Client identity (legal name), Project Site address, Client contact details, selections, and any itemized scope are as stated in the most recent Contractor-issued Invoice/Proposal (the “Invoice”) transmitted by email and/or text message, together with any subsequent written confirmations in email/text (each a “Written Confirmation”). The Invoice and any Written Confirmations are incorporated by reference and control these details.
Contract Documents. This Agreement + the Invoice + Written Confirmations + any Change Orders (including email/text approvals) form the Contract. Order of precedence: (1) Written Confirmations/Change Orders; (2) Invoice; (3) this Agreement.
Contractor will furnish labor, supervision, materials, equipment, and services to complete the Scope of Work described in the Invoice (the “Work”). Items not expressly listed are excluded. Hidden conditions and code-required upgrades not known at pricing may require changes in scope/price/time.
Approval Date. The date Client: (a) approves the Invoice in writing by email or text (e.g., “Approved”), and (b) pays any required deposit shown on the Invoice.
Schedule Date. The start/scheduling window stated in the Invoice is target-only and will be confirmed (or adjusted) in writing by email/text after the Approval Date, based on crew/material availability and permit/inspection timing. Rescheduling requested by Client will be coordinated in good faith.
Contract Price, Deposit, Progress Payments. As stated in the Invoice.
Deposit (updated). The deposit shown on the Invoice is due on the Approval Date and is refundable only as required by §11.4 (California 3-business-day right to cancel). After that 3-business-day period, the deposit becomes non-refundable (to the extent permitted by law), is applied to mobilization, permitting, scheduling, and specially-ordered materials, and will be forfeited if Client cancels within 3 calendar days before the confirmed Schedule Date (see §11.3). If Contractor cancels for convenience or materially breaches before mobilization, the deposit is refunded.
Invoice Due Date. Client will pay each invoice within 7 calendar days of issue unless the Invoice states a different due date. Undisputed past-due balances accrue interest at 1.5% per month (or the maximum allowed by law), plus reasonable collection costs. Contractor may suspend work on 48 hours’ written notice if any undisputed amount remains unpaid 10 days after due.
Payment Method / Fees. Accepted methods and any processing fees are as stated on the Invoice. Lien waivers will be provided with progress/final payments as required by law.
Changes to scope/price/time require written approval. Email/text is acceptable if the Client’s message clearly states “Approved” and identifies the change and price/time impact. Contractor is not obligated to proceed until approved. Adjustments will appear on a revised Invoice or Change Order.
Provide timely decisions/selections; clear access; utilities (power/water/restroom) at no charge; and proof of property insurance. Client represents authority to authorize work at the Project Site.
Unless noted otherwise on the Invoice, Contractor will obtain required construction permits and schedule inspections. Work will follow applicable codes as interpreted by the authority having jurisdiction. New code requirements not known at pricing are treated as changes.
If concealed conditions, structural deficiencies, or hazardous materials (e.g., asbestos, lead paint, mold) are discovered, Contractor will pause the affected work and propose a plan/cost/time adjustment. Abatement is by Client at Client’s expense unless stated otherwise.
Contractor maintains commercial general liability and workers’ compensation (where required). Proof will be provided upon request. Client maintains property insurance covering existing structures and improvements. Risk of loss for Client-furnished items remains with Client until acceptance by Contractor.
Contractor warrants workmanship for 1 year from Final Completion. Manufacturer warranties pass through. Warranty excludes misuse, abuse, ordinary wear, lack of maintenance, or acts of others. Warranty service requires the account to be paid in full.
11.1 Immediate Cancellation for Violations. Contractor may suspend or cancel all/part of the Project immediately if Client violates this Agreement, provides unsafe/illegal instructions, obstructs access, or fails to comply with site safety or applicable law. If cancellation occurs for Client’s violation, Client remains responsible for: (i) fees for work performed to date; (ii) non-cancelable third-party charges and restocking; and (iii) reasonable demobilization. Prepaid amounts for unperformed work are refunded pro-rata, unless prohibited by law.
11.2 Non-Payment. Contractor may suspend work or terminate the Contract on 48 hours’ written notice if any undisputed invoice remains unpaid 10 days after its due date.
11.3 Convenience. Client may cancel for convenience on 7 days’ written notice; Client pays for work performed, non-cancelable specially-ordered materials, and reasonable demobilization/close-out costs. Overhead & Profit (O&P) on unperformed work: 10% (if permitted by law). If Client cancels within 3 calendar days before the confirmed Schedule Date, the deposit is non-refundable (to the extent permitted by law).
11.4 Statutory Right to Cancel (California – 3 Business Days). Client may cancel this Agreement without penalty or obligation by delivering a written Notice of Cancellation no later than midnight of the third business day after the Approval Date. “Business day” means any day other than Sunday and legally recognized holidays. Notice may be sent by email to family@shax.us or mailed/delivered to the address listed on the Invoice. If Client cancels within this period, Contractor will refund payments as required by California law for work not performed. This statutory right controls over any conflicting terms in this Agreement to the extent of any conflict.
11.5 Jobsite Conduct & Interference (Immediate Suspension/Cancellation). To maintain a safe, respectful, and productive jobsite, Contractor may immediately suspend work or cancel the Project without prior notice at the time of occurrence if, in Contractor’s reasonable judgment, Client (or Client’s guests/agents): (a) uses abusive, harassing, discriminatory, threatening, or otherwise disrespectful language or behavior toward Contractor’s personnel, subcontractors, inspectors, or vendors; (b) interferes with the Work (including issuing field directions contrary to the Contract or Change Orders, or attempting to direct crews without written approval); (c) obstructs access, creates unsafe conditions, removes required protections, or otherwise prevents planned work; or (d) causes short-notice delays or access restrictions with less than 3 calendar days’ notice that materially impact schedule (e.g., day-of cancellation or denial of entry). Contractor will document the event (e.g., email/text, photos, crew statements) and may demobilize immediately. If Contractor elects to proceed after suspension, a new Schedule Date will be set subject to crew/material availability and reasonable standby/rescheduling charges. If the Project is canceled for reasons in this §11.5, Client remains responsible for fees for Work performed to date, non-cancelable materials and restocking fees, reasonable demobilization, and other direct costs caused by the delay/interference; the deposit may be applied to such amounts to the extent permitted by law. This clause is enforced in good faith and shall not be applied in an unlawful or discriminatory manner.
Contractor is not liable for delays outside its control (weather, supply chains, labor strikes, epidemic, government action, utility/service delays, permitting/inspections, or Client-caused delays). Schedule and price will be equitably adjusted where appropriate.
All delays obligated with an additional fee if it applies under the rules below. Additional fee will be calculated by each day which equal $900 per day. This fee will be compensated each day for employees who can not continue the project and will be temporarily suspended from that project and can’t start a new project as to not overlap projects and don’t cost delays with the new project which can be started. What is an excusable delay? An excusable delay is any delay caused by unforeseeable events out of a Contractor’s control. A Contractor is afforded additional time, compensation, or both for an excusable delay. A Contractor cannot be held in default for a delay that is deemed to be excusable. Thus, he is not financially liable for the property owner’s resulting losses. When the delay is excusable, the Contractor is entitled to an extension of time. However, he is not necessarily entitled to additional compensation. That would require the delay to be compensable. For a delay to be compensable, the property owner or Contractor must be responsible for the delay. For example, if there was an error in the construction drawings, and the Contractor’s work is delayed as a result, he would be entitled to additional time and compensation. Essentially, when a delay is excusable, it is simply a non-fault verdict. Neither the Contractor nor the property owner are liable, and neither party is required to pay any additional compensation to the other. When is a delay non-excusable? A delay is non-excusable when it’s the product of the Contractor’s own mistake or negligence. For example, if the Contractor fails to apply for permits in a timely manner, and work on the project is delayed as a result, this would constitute a non-excusable delay. Contractors are also responsible for delays caused by their subContractors. If a subContractor fails to order supplies on time, and an important stage of the project cannot be completed, the Contractor would be in default. It is important to note that a delay can be excusable even if it is not explicitly listed in the contract. Whether or not a delay is excusable is frequently a source of conflict between Contractors and property owners, and the courts are often left to sort things out between the parties. Examples of excusable delays Excusable delays are beyond the control of the Contractor and cannot be attributable to its negligence or wrongdoing. Specific examples include: • Acts of God (Force Majeure Events): Natural disasters (hurricanes, tornadoes, earthquakes, etc.), fires, and floods can make work dangerous or unsafe, forcing the Contractor to put off work. • Delays caused by the owner: For example, if the property owner requests a last-minute change in the design of the project (e.g., wants the building to have a dormer roof instead of a flat roof). • Delays from drawing errors: The Contractor relies on architectural drawings for the design and specifications of the structure. If the drawings are incorrect, work may need to be redone. For example, if the drawings show the incorrect roof pitch, the roof may need to be rebuilt. Examples of excusable delay clauses Generally, events that constitute excusable delays are delineated in a clause within the Contractor agreement. The clause will identify specific events, occurrences, and circumstances that are considered excusable delays, and what the Contractor is entitled to if such a delay occurs. The Federal Acquisition Regulation (FAR) includes a provision that describes how fault and costs are attributed when a Contractor’s work is delayed during a government construction project. Many contracts use similar clauses to define the excusability of different types of delays. This provision states: “(a) Except for defaults of subContractors at any tier, the Contractor shall not be in default because of any failure to perform this contract under its Terms if the failure arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of these causes are (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Contractor. “Default” includes failure to make progress in the work so as to endanger performance. (b) If the failure to perform is caused by the failure of a subContractor at any tier to perform or make progress, and if the cause of the failure was beyond the control of both the Contractor and subContractor, and without the fault or negligence of either, the Contractor shall not be deemed to be in default,- unless- (1) The subcontracted supplies or services were obtainable from other sources; (2) The Contracting Officer ordered the Contractor in writing to purchase these supplies or services from the other source; and (3) The Contractor failed to comply reasonably with this order. (c) Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of the failure. If the Contracting Officer determines that any failure to perform results from one or more of the causes above, the delivery schedule shall be revised, subject to the rights of the Government under the termination clause of this contract.” – FAR 52.249-14
13.1 Good-Faith Conference. The parties will confer within 5 business days of a written dispute notice to seek informal resolution.
13.2 Small Claims (≤ $10,000). For any claim where the amount in controversy is $10,000 or less (exclusive of attorneys’ fees, costs, and interest), either party may elect to bring the claim exclusively in the Small Claims Division of the Superior Court of California, County of San Diego. If a claim is properly filed in Small Claims Court under this subsection, the mediation/arbitration requirements below do not apply to that claim.
13.3 Mediation (All Other Disputes). For disputes exceeding $10,000 (or otherwise not eligible for Small Claims), the parties shall first submit the dispute to mediation in San Diego County, California. If mediation does not resolve the dispute within 30 days of a mediator being retained, the matter shall proceed to arbitration under §13.4.
13.4 Arbitration (> $10,000). Any dispute exceeding $10,000 (or otherwise outside Small Claims jurisdiction) shall be resolved by binding arbitration under the American Arbitration Association (AAA) Construction Industry Arbitration Rules, in San Diego County, California. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award prevailing-party fees and costs to the extent permitted by law and by the AAA rules.
13.5 Governing Law. This Agreement is governed by the laws of the State of California.
Client agrees that email and text messages are valid methods for notices, approvals (including “Approved”), scheduling confirmations, and delivery of Invoices/Change Orders. Electronic approvals have the same legal effect as ink signatures to the extent permitted by law.
This Agreement together with the Invoice and any Written Confirmations/Change Orders is the entire agreement and supersedes prior discussions. Amendments must be in writing (email/text permitted as above). Notices are effective when sent to the email/phone listed on the Invoice.
Automatic Execution. By approving the Invoice in writing (email and/or text) and paying any required deposit, Client and Contractor agree this Agreement is automatically executed and signed as of the Approval Date. Ink signatures are not required. The lines below are optional for convenience.
