Terms of Service

THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO ANY AND ALL QUOTATIONS AND INVOICES ISSUED AND ALL SERVICES PROVIDED BY COLLINS BUILDING SERVICES, INC. (“CBS”). HOWEVER, IF YOU HAVE A VALID EXECUTED CONTRACT FOR SERVICES WITH CBS, THEN SUCH VALID EXECUTED CONTRACT SHALL GOVERN TO THE EXTENT NOT INCONSISTENT WITH THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS, AND NOT ANY PURCHASE ORDER OR OTHER CUSTOMER DOCUMENT (WHICH, IF CONSTRUED TO BE AN OFFER IS HEREBY REJECTED), WILL BE DEEMED AN OFFER AND IS A REJECTION OF ANY OTHER TERMS OR CONDITIONS. BY ACCEPTING ANY SERVICES, MAKING ANY PAYMENTS OR ORDERING ANY SERVICES, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS. CBS’S FAILURE TO OBJECT TO ANY DOCUMENT OR COMMUNICATION WILL NOT BE DEEMED A WAIVER OF ANY OF THESE TERMS AND CONDITIONS. ANY ADDITION OR CHANGE TO THESE TERMS AND CONDITIONS MUST BE SPECIFICALLY AGREED TO IN WRITING BY A DULY AUTHORIZED OFFICER OF CBS BEFORE BECOMING BINDING ON CBS.

1. Warranty. CBS will use commercially reasonable efforts to perform the services
   requested by you (the “Services”) in accordance with standard industry practice. All
   Services shall be performed and completed in a good and workmanlike manner.
   EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, CBS MAKES NO
   OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
   BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
   MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If any
   goods or materials are to be supplied by CBS, then CBS may bill for those items
   separate and apart from the Services. Services are deemed accepted by you unless
   you notify CBS in writing within three days of completion of such Services. Your
   only remedy for CBS’s failure to meet the above Warranty shall be CBS’s prompt
   reperformance of the Services.
2. Force Majeure. CBS will not be liable for any failure or delay in its performance or
   in the delivery of services or shipment of products, or for any damages suffered by
   you by reason of such failure or delay, when such failure or delay is caused by, or
   arises in connection with, any fire, flood, accident, riot, earthquake, severe weather,
   war, governmental interference or embargo, strike, shortage of labor, pandemic,
   epidemic, fuel, power, materials or supplies, delay in delivery by CBS’s suppliers or
   any other cause or causes beyond CBS’s reasonable control.
3. Payment. Except as otherwise set forth on the front of CBS’s invoice, terms of
   payment are net 30 days from invoice date and prices do not include any taxes, duties
   or other similar charges, payment of which will be the sole responsibility of you.
   Prices are conditioned upon timely payment and any past due balance will accrue
   interest at the monthly rate of one and one-half percent.
4. Withdrawal Liability. In the event of any termination, should CBS be considered a
   single employer for purposes of Title IV of ERISA that incurs withdrawal liability or
   receives notice of a claim asserted against CBS for withdrawal liability (as defined in
   Section 4201(b) of ERISA) with respect to any multi-employer pension plan, you
   agree to be liable for any such liability and any associated costs.
5. Indemnity and Defense Obligations. To the fullest extent permitted by Law, you
   agree to defend, indemnify and save harmless CBS its directors, shareholders,
   partners, members, officers, agents and employees (collectively, “CBS Indemnitees”)
   from and against any claim, demand, suit, cause of action, proceeding, damages, fine,
   fee, penalty, liability, loss, lien, cost or expense (including, without limitation,
   reasonable attorneys’ fees and expenses and court costs), whether for personal injury,
   bodily injury (including, without limitation, death), theft, property damage or otherwise
   (collectively, ”Claims”) arising or alleged to have arisen out of, incurred in connection
   with, or relating to any of the following: (a) the breach of any obligation, representation
   or warranty under these terms and conditions, (b) any act, omission, negligence or
   willful misconduct by you or any of your employees or agents, or (c) any employment
   claims asserted by any of your employees. If any Claim is made or brought against a
   CBS Indemnitee, you agree that you shall, upon written demand from the CBS
   Indemnitee, defend each such Claim at your expense by counsel reasonably
   satisfactory to the CBS Indemnitee.
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL CBS BE LIABLE FOR
   ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
   DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF
   OR RELATED TO THE SERVICES OR THESE TERMS AND CONDITIONS,
   HOWSOEVER CAUSED OR ON ANY THEORY OF LIABILITY OTHER
   THAN AMOUNTS OWED BY YOU FOR SERVICES RENDERED BY CBS.
   CBS’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU
   FOR THE SERVICES GIVING RISE TO THE CLAIM. THESE
   LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
   ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7. Jurisdiction and Venue. Any dispute between you and CBS resulting from the
   Services or these terms and conditions shall be governed by and construed in
   accordance with the Laws of the State New York, and both parties consent to the
   jurisdiction of any court in New York City (including the Southern District of New
   York in federal cases) in any action or proceeding arising out of or in conjunction with
   the Services.
8. Waiver of Jury Trial. To the extent permitted by any law now or hereafter in effect,
   you hereby waive your right to a trial by jury of any cause of action, claim,
   counterclaim or cross-complaint in every action, proceeding or hearing, concerning
   any matter whatsoever arising out of, or in any way connected with these terms and
   conditions or any services provided by CBS to you.