These “Terms and Conditions” apply to all services and products provided by GEMCO Constructors LLC (“GEMCO”) at the request of the customer receiving the services (“Customer”). GEMCO generally provides commercial HVAC, plumbing and electrical services (collectively, the “Services”) as requested by its customers. In the event the Services are subject to an upfront quotation and/or a purchase order, the terms of such quotation or purchase order are integrated herein. These Terms and Conditions apply to all Services provided by GEMCO to Customer.

1. ACCESS. Customer shall grant or shall obtain for GEMCO and its subcontractors authority to enter the property upon which GEMCO’s Services are to be performed (“Site”).

2. CUSTOMER INFORMATION. Customer understands and acknowledges that GEMCO is relying upon the completeness and accuracy of information supplied to it by Customer and others in connection with the Services. Customer shall advise GEMCO of the existence of any hazardous conditions affecting the Site or the Services to be performed hereunder.

3. STANDARD OF SERVICES AND WARRANTY. GEMCO will perform its Services in accordance with generally accepted commercial standards applicable to the Services. GEMCO makes no warranty with respect to the Services, express or implied, and shall have no liability to Customer for defective Services, whether caused by error, omission, negligence or otherwise, and Customer hereby expressly waives any otherwise applicable express or implied warranties. Notwithstanding the foregoing, in the event the Services involve the installation of parts or products that carry a manufacturer’s warranty, and such warranty can be passed through to the Customer, GEMCO hereby passes through all applicable manufacturer’s warranties to the Customer.

4. PAYMENT. Unless otherwise specified in any applicable quotation and/or purchase order, Payment is due thirty (30) days after the date of invoice. Past due amounts are subject to an interest charge on the outstanding balance of either one and one-half percent (1½%) per month or the maximum rate permitted by law. Customer shall pay or reimburse GEMCO for all costs of collection, including without limitation attorneys’ fees, court costs, filing fees, and other costs incurred by GEMCO in collecting past due amounts.

5. REMEDIES. Neither party, nor their parent, affiliates or subsidiary companies, nor the officers, directors, agents, employees or contractors of any of the foregoing, shall be liable to the other in any action or claim for incidental, indirect, special, collateral, consequential, exemplary or punitive damages arising out of or related to the Services, including without limitation, loss of profits, loss of opportunity, loss of production, or loss of use. Any protection or limitation against liability for any losses or damages afforded any individual or entity by these Terms and Conditions shall apply whether the action in which recovery of damages is sought is based upon contract, tort (including, to the greatest extent permitted by law, the sole, concurrent or other negligence, whether active or passive, and strict liability of any protected individual or entity), statute or otherwise. To the maximum extent permitted by law, any statutory remedies inconsistent with these terms are hereby expressly waived.

6. INDEPENDENT CONTRACTOR. GEMCO’s Services are performed as an independent contractor.

7. FORCE MAJEURE. GEMCO shall have no liability for any failure to perform or delay in performance of the Services caused by circumstances beyond its reasonable control, including, without limitation, strikes, riots, wars, floods, fires, explosion, acts of nature, acts of government, pandemics, labor disturbances, delays in transportation or inability to obtain materials or equipment.

8. ENTIRE AGREEMENT. These Terms and Conditions, along with any applicable quotations and/or purchase orders regarding the Services provided hereunder, shall be deemed accepted by Customer at the earlier of (1) GEMCO’s initiation of Services at the verbal or written direction of Customer or (2) Customer’s written agreement, or electronic acknowledgment, to be bound by these terms. These Terms and Conditions and all applicable quotations and/or purchase orders may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A document bearing facsimile or other electronic signatures (including click through acknowledgments) shall be deemed an original with the same effect as a document bearing handwritten signatures. These Terms and Conditions, along with any applicable quotations and/or purchase orders regarding the Services provided hereunder, constitute the entire understanding between the parties. Any waiver, modification or amendment of these Terms and Conditions shall be effective only if in writing and signed by an authorized representative of GEMCO. GEMCO hereby objects to any terms contained in any prior or subsequent purchase orders, work orders, invoices, acknowledgement forms, manifests, requests for proposals or other documents received from the Customer that would otherwise have the effect of modifying or abrogating these Terms and Conditions in whole or in part. If any portion of these Terms and Conditions is held invalid or unenforceable, any remaining portion shall continue in full force and effect. Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than Customer or GEMCO. There shall be no assignment of the rights or obligations contained in this contract by either party and any such assignment shall be null and void. Termination of the Services for any reason shall not affect or minimize the respective rights, obligations and limitations of liability contained herein. The laws of the state in which the GEMCO office that issued the proposal is located shall govern the construction, interpretation and performance of this Agreement and all transactions relating thereto.

9. Governing Law; Jurisdiction; Jury Waiver. The Services shall be governed by and enforced, interpreted and construed in accordance with the laws of the state of Indiana without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. The parties hereto irrevocably consent to the jurisdiction and venue of the state commercial courts and federal courts serving Hamilton County, Indiana with respect to any and all actions related to the Services and irrevocably waive any and all objections thereto. The parties knowingly, voluntarily and intentionally waive any right the parties have to a jury trial in any litigation related to the Services or collection of amounts due from the Services.

Revised December 2024