(1) ACCEPTANCE OF PROPOSAL. This Proposal shall remain valid for 30 days from the date signed by CUSTOM POOL SYSTEMS, LLC d/b/a CPS OUTDOORS (hereinafter “CPS OUTDOORS”) and become a binding Agreement once signed by both parties.

(2) INSURANCE. CPS OUTDOORS shall carry standard form workers compensation and general liability insurance and Customer agrees to look only to CPS OUTDOORS’ insurance relative to any claim arising from CPS OUTDOORS’ performance.

(3) WORKING CONDITIONS. CPS OUTDOORS’ employees shall not be required to work in hazardous, improper or unreasonable conditions, and the Customer agrees to address these conditions to CPS OUTDOORS’ satisfaction as well as cooperate with CPS OUTDOORS to provide a safe and proper working environment.

(4) DAMAGE TO CPS OUTDOORS’S WORK. The Customer shall be fully responsible for the costs of any damage to CPS OUTDOORS’ work or equipment caused by Customer, its agents, contractors, subcontractors or third parties. Customer shall immediately reimburse CPS OUTDOORS for the costs necessitated by repairs to such damage, including labor, material, expenses and 30% for overhead and profit. Customer assumes the risk of loss or damage resulting from fire, theft, misuse, abuse, natural elements, or vandalism, and Customer agrees to reimburse CPS OUTDOORS for any such loss or damage.

(5) CHANGES AND/OR ALTERATIONS. In the event there are any changes after CPS OUTDOORS has computed its costs, then it is agreed that the Customer and CPS OUTDOORS shall compute the additional cost for such changes and thereby agree upon the sum to be added to the amount set in this Agreement.

(6) COMPLETION AND ACCEPTANCE. Customer shall immediately inspect the work performed by CPS OUTDOORS and any aspect of the work not acceptable to Customer must be specifically noticed in writing to CPS OUTDOORS within 2 days of CPS OUTDOORS’ performance of its work. CPS OUTDOORS shall then be given a reasonable opportunity to address such issue.  A full and complete acceptance of the work shall be presumed upon the Customer making payment.

(7) PAYMENT. In the event any balance due CPS OUTDOORS is not paid within 30 days of CPS OUTDOORS’ invoice, then the Customer shall be in default. Customer shall be responsible to pay interest at the rate of 1½% per month (18% per annum) on any unpaid amount and to pay all costs and expenses, including but not limited to reasonable attorney’s fees and costs, incurred by CPS OUTDOORS in collecting any outstanding amount due under this Agreement, or enforcing its rights hereunder, with or without suit. Proper venue for any litigation stemming from this Agreement will be a court of competent jurisdiction in Miami-Dade County, Florida.

(8) WARRANTY. CPS OUTDOORS warrants to Customer only that all work furnished by it will be of standard quality, type and condition, free from defects, and will be performed in a good workmanlike manner. CPS OUTDOORS hereby agrees to address any defective workmanship for up to 90 days after performance upon receipt of proper notice in writing, by certified mail, providing that the job complained of has been paid for in full. There is no warranty if the total Agreement price is not paid in full or if the work supplied by CPS OUTDOORS is misused, abused, modified in any way. All warranty work shall be performed during normal business hours.  EXCEPT AS specifically provided herein, there are no other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. CPS OUTDOORS will not be responsible for any special, incidental or consequential damages and any claim against CPS OUTDOORS or its agents, officers, and employees shall be limited to the replacement value of its work and only if such work is found to be defective.

(9) JOB COSTS/INCREASES/AVAILABILITY.  Customer shall reimburse CPS OUTDOORS for all fees incurred in connection with permits necessary for the work. If material or equipment, which CPS OUTDOORS is required to furnish under this Agreement, becomes unavailable, either temporarily or permanently, subsequent to the execution of the Agreement, through causes beyond the control and without the fault of CPS OUTDOORS, then in the case of temporary unavailability, the Agreement time shall be extended in writing for such period of time as CPS OUTDOORS  shall be delayed by such unavailability; and in the case of permanent unavailability, CPS OUTDOORS shall be excused from the requirement of furnishing such work. The Customer agrees to pay CPS OUTDOORS any increase in cost of the material or equipment or furnishing which has become permanently unavailable and the cost of the closest substitute which is then reasonably available. If any changes are made by altering, adding to or deducting from the work, the Agreement price shall be adjusted accordingly. Customer also agrees that unanticipated increase in costs beyond CPS OUTDOORS such as acts of nature, pandemics, wind storms, war, terrorism, import/export tariffs, tax changes, law enactments affecting cost of goods, may lead to a change in the cost and require a reasonable and fair adjustment to the Agreement price. 

(10) PRIOR AGREEMENTS/AMENDMENTS. This Agreement contains the entire agreement between the parties and supersedes and replaces any and all prior agreements, whether oral or written.  The Agreement may only be amended or modified by a written agreement executed by all parties. Oral representations may not be relied on. The Customer signing this proposal and Agreement represents he/she is authorized by or is the lawful owner of the property where the work is being performed. Failure to enforce all or any of the terms or conditions of this Agreement shall not be interpreted as a waiver of their continuing effect thereof.

(11) LIMITATION OF LIABILITY.  CPS OUTDOORS’ liability in any action related to this Agreement or the work performed hereunder, shall in no event exceed the amount of the Agreement and such liability may be fully discharged by a reimbursement of any payments received by CPS OUTDOORS under this Agreement. This limitation of liability is expressly intended to apply to all types of claims, including but not limited to claims for CPS OUTDOORS’ own negligence. Notwithstanding anything else to the contrary. CPS OUTDOORS shall have no liability or responsibility for any damages caused by others or for damages either before commencement of, or during the said work, or after said work, caused by structural faults, strikes, war, Acts of God, outbreaks, epidemics, endemics, pandemics, sudden rain, wind storms, vandalism, theft or any event beyond its reasonable control. CPS OUTDOORS shall not be liable for any damages resulting from the incompatibility with the Customer’s existing conditions. Any interruption in the work agreed upon in this Agreement which results in lost time and is not the fault of CPS OUTDOORS, or which is beyond the reasonable control of CPS OUTDOORS, will be billed to the Customer as an extra cost according to time lost.

(12) RIGHTS, RESPONSIBILITIES AND DISCLAIMERS.

1. CPS OUTDOORS disclaims responsibility for conditions which are hidden or otherwise not reasonably discoverable by CPS OUTDOORS, and for variations in color, texture, graining, veining and finish. Exact matches are not guaranteed.
2. Customer acknowledges and agrees that its failure to make timely payments to CPS OUTDOORS shall constitute a material breach of this Agreement.
3. Customer shall be responsible for all preparations necessary and preliminary to CPS OUTDOORS’s installation of its products including but not limited to all rough carpentry, plastering, electrical, plumbing and painting work.
4. It is understood and agreed that CPS OUTDOORS shall receive written notice of any breach, default or failure to perform, specifying in detail CPS OUTDOORS’ unsatisfactory performance and providing a reasonable opportunity for CPS OUTDOORS to cure such unsatisfactory issue, and CPS OUTDOORS must fail to commence and diligently pursue a cure, before CPS OUTDOORS shall be considered in breach or default, or be terminated for cause, and before Customer may take over the Work or withhold payments from CPS OUTDOORS.
5. Any controversy or claim shall be resolved by first submitting same to mediation before an impartial mediator selected by both parties (who shall equally share the mediator’s fees and costs). Mediation to take place in Miami-Dade County, Florida.
6. The prevailing party in any action taken by a party to this Agreement to enforce or interpret the terms of this Agreement shall recover its reasonable legal fees and costs, from the other party.
7. If Customer fails to comply with these terms and conditions or if Customer’s credit becomes unsatisfactory in CPS OUTDOORS’ sole discretion, then CPS OUTDOORS reserves the right to terminate, suspend or slow its work upon notice to Customer.
8. Customer certifies it is financially solvent and it will immediately advise CPS OUTDOORS if it becomes insolvent or unable to promptly pay its bills.
9. Customer agrees to advise CPS OUTDOORS in writing of any changes in ownership of any Customer entity or of the property upon which CPS OUTDOORS is performing its work within 5 days of such change.

J. Customer consents to CPS OUTDOORS use of photographs, video and image, likeness and appearance in any manner or media, promotion and/or advertising, including use on web pages, social media, print and/or television.  The photographs and video may be used in whole or in part, or alone or with other photographs and video.