The following terms and conditions cover only the loading, transportation, and unloading of those items identified for moving, installation, storage and/or other specified services. Flood Brothers, Inc.’s immediate and future services are offered subject to the following:
Section 1: The Work
- All work will be completed in a professional manner according to standard industry practices.
- Flood Brothers, Inc is due all monies as contracted unless termination of said contact is agreed to, in writing, by both parties.
- Total charges apply only for quantities and/or services or any part thereof set forth in the proposal. Flood Brothers, Inc reserves the right to make additional billings for delays that are not caused by Flood Brothers, Inc, including but not limited to fire alarms, bomb scares, directions of governmental agencies, extreme weather conditions, trade union jurisdictional disputes, strikes, restricted access to loading or elevator areas or other similar unforeseen delays. Flood Brothers, Inc. will make its best efforts to minimize the cost of any such delays.
- Any alterations or deviations from specifications listed in this proposal that involve extra labor, equipment, or additional time may result in an adjustment of the quoted price in the form of additional charges. Such charges will be due and payable in accordance with the terms of payment listed in this proposal.
- At the time of the move, if the customer requests additional items to be moved or additional services, charges for such will be assessed at Flood Brothers, Inc.’s applicable rate schedule in effect at the time.
- Storage is available at prevailing rates. Accounts brought in through the fifteenth of the month will be assessed a full month’s charges. Accounts arriving on the sixteenth through the thirty-first will be charged one-half a month’s rent. Thereafter, storage, based on a minimum 30-day period, will be billed on items in storage on the first day of each month. There will be a one-time handling charge equal to the first month’s rent for receiving items into the warehouse. All other warehouse charges are based on hourly rates.
- The contract will apply only when the following conditions exist at both origin(s) and destination(s) for the entire duration of the move(s):
- There must be adequate light, heat, air and power.
- Flood Brothers, Inc. must have the exclusive and uninterrupted use of the agreed upon number of elevators.
- Adequate loading and unloading areas must be made available and free of trash, construction equipment, other non-related furniture, or similar obstructions.
- Construction, renovation, or decorating work must not be in such a state as to impede the move. This includes, but is not limited to; carpet laying, tiling, painting, and carpentry work.
- The doors, agreed upon prior to execution of the contract, to be used for loading and unloading must be made available.
- All furniture shall be placed once at the destination(s) as directed by the customer or in accordance with the floor plans.
- Cancellation, or any changes, must be made at least 24 hours prior to the move. Should a crew be dispatched due to the lack of notice, the customer will be charged according to the hourly rates and minimums in effect at the time.
- The customer or their designate will be present at origin and destination during the actual move. Such personnel shall be authorized to make changes, should changes be necessary, during the actual move.
- Fees for electrical work and/or permits necessary for same are in addition to prices quoted.
Section 2: Personnel
- Our employees represent our inventory of skilled professionals. In consideration of the furnishing of our employees to perform work on behalf of your company, you agree not to employ any of our employees for a period of one (1) year from the date they performed work for your organization, or any related organization. In the event you wish to hire one of our employees directly during the one (1) year period, you agree to pay our Company a ten thousand ($10,000) dollar conversion fee, which shall be payable within ten (10) days from the date you hire our employee. Failure to pay timely may result in legal action for recovery including but not limited to related legal expenses and interest on the unpaid balance at 18% per annum. Our Company shall be defined as Flood Brothers, Incorporated or any of its subsidiaries.
Section 3: Payment Terms
- Payment is due upon submission of the invoice in accordance with the above stated terms. Accounts outstanding for more than 30 days will bear interest at the rate of 1½ percent per month (18% APR) on the unpaid balance.
- Should it be necessary for Flood Brothers, Inc. to engage an attorney or agency to enforce its right of payment under this contract, the customer agrees to pay all costs and expenses of collection, including attorney’s fees of up to 33% of the invoice totals.
PROPERTY LOSS, DECLARED VALUE AND INSURANCE
- Flood Brothers rates are dependent on the value of the items serviced. In the event of a claim for item(s) damaged for which Flood Brothers is liable, Customer acknowledges and agrees that the measure of damages for item loss, except as may be limited by applicable law, is the lesser of (i) the actual cost, including transportation costs, for repair, replacing or reproducing the item(s) damaged; (ii) the fair market value of the item(s) damaged on the date the customer knew or should have known of the item loss; (iii) $0.60 per pound of the item(s) damaged. 17(a)(i-ii) above may be referred to as “We Break We Fix.”
- FLOOD BROTHERS’S MAXIMUM LIABILITY IS THE “DECLARED VALUE” OF $0.60 PER POUND. CUSTOMER CAN CHOOSE A HIGHER DECLARED VALUE, AMENDING (a)(iii) ABOVE, BY SELECTING “ADDITIONAL VALUATION” ON THE QUOTE AND PURCHASING ADDITIONAL VALUATION BEFORE ITEM LOSS. CUSTOMER’S FAILURE TO SELECT AND PURCHASE ADDITIONAL VALUATION IS AN ACCEPTANCE OF THE DECLARED VALUE OF $0.60 PER POUND. If Customer selects Additional Valuation with a deductible, then, except when waived herein, Flood Brothers will be responsible for the Item Loss over the deductible. When purchased, an Additional Valuation premium will be charged to Customer.
- Liability as provided in this Section will be the exclusive remedy of Customer and its Affiliates against Flood Brothers for any claim or cause of action whatsoever relating to Item Loss, and will apply to all claims for loss, damage, expense or delay, including shortages and mysterious disappearances caused by Flood Brothers’ negligence or other fault, unless Customer proves by affirmative evidence that Flood Brothers converted such property to Flood Brothers’ or its Affiliates’ use.
- Upon Flood Brothers’ request, Customer shall inventory, or cooperate with Flood Brothers in inventorying, items subject to Services, and represent in writing to Flood Brothers the Item Loss value, collectively or individually, of the items subject to Services. High-value items (i.e. electronic equipment, artwork, high-value furniture, etc.) exceeding $1,000 per piece must be declared prior to being moved. Failure to provide a list of high value items will limit our liability to DECLARED VALUE regardless of any ADDITIONAL VALUATION purchased.
LIABILITY, LIMITATIONS AND TIMING
- Flood Brothers is responsible for Losses resulting solely from Flood Brothers’, or Flood Brothers’ agents, employees or subcontractor’s failure to exercise the degree of care in relation to the items which a reasonably careful person operating under the terms of this Agreement would exercise under similar circumstances. Flood Brothers is not liable for Losses that could not have been avoided by the exercise of reasonable care.
- Flood Brothers will not be liable for delays, inability to perform, or Losses directly or indirectly caused by flood, severe weather, earthquakes or other acts of God, government actions, labor or civil unrest, acts of terrorism, riots, events that put Flood Brothers personnel at risk of injury, fire, power outages, traffic delays, road closures, mechanical, electrical or communications failure, seizure or legal process, government interventions, strikes, labor issues, or other causes beyond its reasonable control (“Force Majeure Events”).
- Flood Brothers will not be liable for Losses caused or related to Flood Brothers’ services under any legal claim due to the inherent or perishable nature of the items under Service, acts of the Customer, its agents or employees such as breach of contract, assumption of the risk, or negligence, or Customer’s agents or employees gifting of items to Flood Brothers’ agents or employees, regardless of Customer’s employee’s or agent’s actual or ostensible authority to gift the item.
- Flood Brothers does not represent or warrant that any truck, warehouse, trailer, sealable container, moving crate, or equipment is fireproof or that Customer’s items cannot be destroyed or damaged by smoke, fire, water, sprinkler leaks, or Force Majeure Events.
- No tort claim, breach of contract, or claim for Item Loss (collectively “Losses”) may be maintained against Flood Brothers unless (i) timely written notice of the claim is delivered to Flood Brothers within five (5) days after Flood Brothers allegedly caused the Losses; (ii) Flood Brothers is given access, within twenty-one (21) days of notice of the claim, to inspect the claimed Losses, to inspect the location of the claimed Losses, and to interview any witnesses to the claimed Losses; and (iii) Flood Brothers is thereafter given the right of first refusal to pay for the claimed Losses, or make the repair or provide for the replacement of the claimed Item Loss. If Flood Brothers pays for the Item Loss replacement, less any applicable deductible, Flood Brothers shall have all title and salvage rights to any item or fixture replaced, or Flood Brothers may reduce the salvage value from the replacement value paid, decline taking title, and leave the damaged item or fixture with the Customer. If Customer fails to perform per (e)(i-iii) above, Customer immediately forfeits their claim for Losses. All outstanding balances for Services shall also be timely paid in full, even if the invoice balance is contested by Customer, as there is no right to off-set. Furthermore, no arbitration or other proceeding my commence against Flood Brothers for Losses unless such proceeding is filed within one year after Flood Brothers allegedly caused the Losses.
- Flood Brothers shall not be liable to the extent Item Loss is caused (i) to items that are not packed and unpacked by Flood Brothers’ employees or contractors; (ii) by the labels; (iii) to any concealed items the existence or valuation of which is hidden from, or not apparent, known or accessible to Flood Brothers; (iv) by normal deterioration or mechanical malfunctions and aging of stored items that naturally occurs over time or that may occur as a consequence of aging; (v) by Customer’s non-compliance with the requirements of this Agreement; (vi) for failure to post a watchman or security guard while performing Services, or at or around Flood Brothers’ warehouse or trailers, unless otherwise agreed; (vii) to items prone to tipping over, falling, causing injury to person or property, or made with inherently fragile or breakable materials; and (ix) flooring, paving or concrete damages caused by Flood Brothers’ vehicles, equipment, crates, cranes, support footings, trailers or storage containers.
- Flood Brothers shall not be liable for origin and destination damages or loss to real property and fixtures described in (f) above, or locations where there is an inherently high risk of damage to the property and fixtures, where customary and industry standard protective measures cannot be effectively employed (e.g., narrow or marble staircases traversed with heavy or bulky items).
LIMITATION ON DAMAGES
- FLOOD BROTHERS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE OR PROFITS, LOSS OF INFORMATION, INCLUDING INTANGIBLE PROPERTY, OR LOSS OF GOODWILL INCURRED OR SUFFERED BY CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT FORESEEABLE, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF THE LOSS, DAMAGE, OR DESTRUCTION, AND EVEN IF THE ESSENTIAL PURPOSES OF THE REMEDIES FAIL.
- IN THE EVENT OF LOSS OR DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING FROM ANY AND ALL CLAIMS RELATED TO THE BREACH OF THIS AGREEMENT OR NONPERFORMANCE FOR WHICH FLOOD BROTHERS IS LIABLE, CUSTOMER AGREES THAT FLOOD BROTHERS’ MAXIMUM LIABILIY SHALL NOT EXCEED CHARGES AND FEES INVOICED CUSTOMER UNDER THIS AGREEMENT IN THE MONTH OF THE LOSS OR DAMAGE.
- The limitations of liability and damages in this Agreement are cumulative and apply to all causes of action in the aggregate, including without limitation, breach of contract, breach of warranty, workers compensation claims, negligence, strict liability, and other torts, indemnification, and statutory claims, if applicable. Customer acknowledges that it understands the legal and economic ramifications of the limitations of this Agreement and agrees that such limitations allocate the various risks between the parties and constitute an essential part of this Agreement. Customer also acknowledges that such limitations also apply for the benefit of their respective successors and permitted assigns, and for the benefit of Flood Brothers’ Affiliates and contractors or subcontractors.