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      PHOENIX MACHINERY MOVERS, INC.’S CUSTOMER TERMS AND CONDITIONS OF THE CONTRACT

      1. Background. Phoenix Machinery Movers, Inc. (“Phoenix”) provides full service rigging as well as complete project planning for relocating a single machine or entire manufacturing plants. The Customer (as identified in the related quote or Purchase Order) is interested in retaining Phoenix to provide those services as more fully described in Customer’s Purchase Order, or Phoenix's Quote, as applicable (the "Work"). Customer’s acceptance of this Quote, Phoenix’s commencement of Work, or other contract forms shall constitute the contract (the “Contract”). These Terms and Conditions shall be deemed incorporated into Phoenix’s Quote whether or not specifically referenced therein and these Terms and Conditions shall supersede any earlier oral or written agreements between the parties. These Terms and Conditions are in addition to, and do not replace, the Terms and Conditions found on Phoenix’s Quotes. These Terms and Conditions may be amended or changed from time to time by Phoenix and may be found at phoenixmachinerymovers.com/terms-and-conditions. Unless otherwise expressly agreed in writing, all work performed by Phoenix is subject to the following terms and conditions.
      2. Prices. Prices are based on job conditions being the “same” as those at time of inspection by Phoenix. The term “same” will be solely determined by Phoenix.
      3. Terms of Payment. Payment is due upon completion of Contract, except for work extending beyond a one-week period, in which case, partial billing will be sent to Customer for work done up to the specified date, unless otherwise specified. Rates and prices are predicated upon prompt payment of invoices; accordingly, for amounts not paid within (30) days of invoice date, 1.5% per month (18% APR), plus cost of collection including attorney fees will be added to the unpaid balance.
      4. Indemnity Obligations. Phoenix, at its option may reasonably add to any monies owing by Customer to indemnify Phoenix against losses, liabilities, and obligations for which Customer is liable under this and all related agreements.
      5. Responsibility for Work Site. While Phoenix is performing its duties under this Contract, Customer agrees that until the total completion of the contract, Customer will protect all unfinished work, materials and tools on the site, and other appliances for the use of, or incidental thereto, for the performance of this Contract, whether furnished by Phoenix or Customer, from the elements and from all other kinds of damage which may be caused in any manner whatsoever. Customer shall be entirely responsible for any loss or damage done to said work, materials, tools, equipment, and other appliances in any manner aforementioned
      6. Billing Procedures. This Contract is based on work performed at a straight time rate between the hours of 7:00 A.M. to 3:30 P.M., Monday through Friday, except legal holidays. Premium time for work performed for Customer’s convenience will be extra, billed at premium time rates, and:
        1. Undue waiting time for trucks or trailers will be extra, billed at our regular rates or premium rates as may apply
        2. Work performed to correct shop blueprint errors will be billed as extra at our regular rates in addition to the Contract price.
        3. Phoenix shall not be liable for delays in delivery due to causes beyond its reasonable control such as Acts of God, strikes, accidents, weather or other conditions. Should such a delay occur, Phoenix may reasonably extend delivery schedule without penalty or liability. Upon notice from Phoenix, that equipment is ready for shipment/delivery, or if for any reason Customer is not prepared to accept delivery and/or installation of said equipment, Phoenix may immediately cancel this Contract and any and all agreements and seek appropriate remedies. Moreover, interruptions to work on a contract job where Phoenix must move OFF and ON the job for Customer convenience, or due to delay of delivery of material, such services will be billed as an extra service at regular rates in addition to the Contract price. Phoenix will do all scheduling.
        4. Any alterations to this quote, i.e., rescheduling without a 24 hour notice, or any undue waiting time, which are not the fault of Phoenix, are subject to additional charges.
      7. Phoenix’s Representations. Phoenix represents that it is qualified to perform the Work; that the Work shall be performed in a manner consistent with that level of care and skill ordinarily exercised by others performing similar work under similar circumstances; that the Work shall be free from defects; and that all goods and materials to be supplied by Phoenix shall be of good quality and new.
      8. Customer Responsibilities. Unless otherwise specified herein:
        1. Phoenix will neither furnish nor perform the following work: electrical, mechanical, hydraulic, piping, hook ups or disconnects, leveling, anchoring, grouting, concrete work, painting, fabricating or crating disposal, unless stated in Quote.
        2. When necessary, the following (but not limited to) shall be furnished by Customer without expense to Phoenix: material for blocking, bracing, or skidding, shoring of floors, walls, buildings, or parts thereof. These customer supplied materials and equipment shall be of good quality and new unless otherwise specified. All materials and equipment provided by Customer not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective
        3. Customer is to provide adequate access & egress to job site.
        4. Additional work will be done on a time and material basis.
        5. Phoenix is not responsible for any oil, chemicals, liquids, contaminants, etc., not removed from equipment being moved. Removal charges and fines will be charged to Customer.
      9. Indemnification of Phoenix for Property Damage. Phoenix shall not be liable for and Customer hereby indemnifies and holds Phoenix harmless from any loss due to damage of any nature, including, but not limited to, driveways, finished floors, walls, buildings, curbs, sidewalks, or parts thereof not adequate to support machinery and the equipment needed to complete the job
      10. Customer Inspection of Work. Unless Customer gives written notice within forty-eight hours after receipt of the equipment specifying defects or other objections, it shall be conclusively presumed between Customer and Phoenix that Customer has fully inspected the equipment, that it is in full compliance with terms of this Contract, is in good condition and repair, and that Customer is satisfied and has accepted the same.
      11. Indemnification for Negligence of Parties. Customer shall indemnify, hold harmless and defend Phoenix, its employees, agents, and representatives from and against any and all losses, damages, expenses, claims, suits and demands of whatever nature, resulting from damages or injuries, including death and lost profits, to any property or persons, caused by or arising out of any action, omission, or operation under this Contract or in connection with the work attributable to parties other than Phoenix, its material men, employees, agents or representatives, provided however, that the Customer shall not be required to indemnify Phoenix, its employees, agents, and representatives hereunder for any damages or injuries, including death, to any property or persons, caused solely and exclusively by the negligence of Phoenix.
      12. Worker’s Compensation, Property Damage and Cargo Insurance. Workmen’s Compensation, Public Liability Property Damage and Cargo Insurance(s) are carried by Phoenix. Certificates of Insurance will be furnished upon request.
      13. Notices. All notices or other communications required by Customer pursuant to this Contract shall be in writing and shall be delivered personally or sent by overnight courier, by facsimile or email with confirmation or by registered/certified mail return receipt requested.
      14. Waiver. Any waiver of any right, power or privilege hereunder shall not operate as a waiver of any other right, power of privilege hereunder.
      15. 15. Execution in Counterparts. This Contract may be executed in any number of counterparts, and by the parties in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same Contract.
      16. Customer Acceptance of Terms and Conditions. If there is not a signed Quote returned; any authorization, consent or notice to proceed with work (oral, email, phone call, text message, purchase order) is Customer’s unequivocal acceptance to these Terms and Conditions
      17. Governing Law and Jurisdiction; Attorney Fees. This Contract is governed by Michigan law. Any action to enforce it must be brought in a state or federal court physically located in Macomb County, Michigan. The prevailing party will be able to recover all costs and attorney fees from the losing party in any dispute or litigation under this Contract.
      18. Taxes. Unless otherwise provided in the Quote, the prices set forth in the Quote will be exclusive of all transactional taxes, including any sales, use, excise, services, value added tax, goods and services tax, or similar tax. Phoenix will not be responsible for any transactional taxes associated with the Work. Customer will be responsible for remitting any transactional tax to the applicable taxing authority.
      19. Exclusive Terms and Conditions. The Contract sets forth the exclusive terms and conditions under which Phoenix will provide services for the Work and for which Customer will purchase the goods or services described herein for the period(s) specified in this Contract. Terms and Conditions proposed by Customer that are different from, or in addition to the provisions of the Contract are expressly rejected by Phoenix and are not a part of the Contract, and Customer's acceptance is expressly limited to the Terms and Conditions of the Contract. The Contract constitutes the entire agreement between Customer and Phoenix with respect to the matters contained herein and supersedes all prior or contemporaneous oral or written agreements, representations and/or communications. The Contract may be modified only by an amendment issued by Phoenix. In case of a conflict between the terms and conditions on the face of the Quote or other document and the Terms and Conditions contained herein, the terms and conditions on these Terms and Conditions shall control.
      20. Confidentiality; No Advertising. Customer will maintain the confidentiality of any information provided by Phoenix or its representatives, and any materials or Information that contain, or are based on, any such information. Customer may only use such information in connection with its performance under the Contract and will not provide such information to any third party without Phoenix's advance written consent.

        Customer will not, without first obtaining the written consent of Phoenix, in any manner (a) use Phoenix's trademarks, trade names or confidential information in Customer’s advertising or promotional materials; or (b) use Phoenix's trademarks, trade names or confidential information in any form of electronic communication such as web sites (internal or external), blogs or other types of postings.
      21. Nature of the Relationship of Parties. Customer and Phoenix are independent parties and nothing in the Contract will make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

      PHOENIX MACHINERY MOVERS, INC. CARRIER TERMS AND CONDITIONS OF THE CONTRACT

      1. Background. Phoenix Machinery Movers, Inc. (“Phoenix”) provides full service rigging as well as complete project planning for relocating a single machine or an entire manufacturing plant. The Carrier (as identified in the related quote or Purchase Order) is interested in providing to Phoenix those services as more fully described in Carrier’s quote, or Phoenix's Purchase Order, as applicable (the "Work"). Carrier’s commencement of Work, acceptance of any Purchase Order, Carrier Agreement or other contract form shall constitute the contract (the “Contract”) for the performance of the Work described. These Terms and Conditions shall be deemed incorporated into Phoenix’s Purchase Order for the Work whether or not specifically referenced therein and these Terms and Conditions shall supersede any earlier oral or written agreements between the parties. These Terms and Conditions are in addition to, and do not replace, the Terms and Conditions found on Phoenix’s Purchase Orders. These Terms and Conditions may be amended or changed from time to time by Phoenix and may be found at phoenixmachinerymovers.com/terms-and-conditions. Unless otherwise expressly agreed in writing, all purchases are subject to the following Terms and Conditions.
      2. Prices. Prices are based on job conditions being the “same” as those at time of inspection by Phoenix. The term “same” will be solely determined by Phoenix. All prices shall be stated in the Purchase Order and are firm and not subject to escalation. Carrier represents and warrants that the prices set forth in the Purchase Order are at least as low as those currently being quoted by Carrier to commercial users for the same products or services, in like quantities, under similar circumstances. Unless Phoenix has otherwise agreed in writing, payment terms shall be net thirty (30) days from the later of the date Phoenix receives Carrier's invoice or the date on which Phoenix accepts the Work as satisfactory.
      3. Taxes. Unless otherwise provided in the Purchase Order, the prices set forth In the Purchase Order will be exclusive of all transactional taxes, including any sales, use, excise, services, value added tax, goods and services tax, or similar tax, and these taxes should be separately identified by Carrier in both Carrier's quote and in the Purchase Order even if the tax rate is zero. Phoenix will not be responsible for any transactional taxes charged by the Carrier that are not identified in this manner. Carrier shall separately state all charges for transactional taxes on its invoices (or other such documents). For any services or goods provided outside the United States, Carrier shall provide Phoenix with invoices in line with the applicable tax laws in its country to enable the Phoenix to reclaim the transactional taxes and Carrier will provide such documentation no later than when the payment to which the invoice relates is due from Phoenix. Carrier will be responsible for remitting the transactional tax to the applicable taxing authority except for those states or jurisdictions where Phoenix has provided Carrier with an appropriate exemption certificate. Carrier will use reasonable efforts to apply for such exemptions where applicable. Carrier will not charge Phoenix for any transactional taxes charged by a subcontracting supplier to Carrier if such tax is recovered by Carrier, or if not recovered, it would have been recoverable had the transaction been structured through other entities (either Carrier's or Phoenix's affiliated companies). If transactional taxes are not recoverable by Carrier, Carrier agrees to provide detailed billing, customs or other documents as requested, which set out the transactional taxes paid or payable, to any of Phoenix's subcontracting suppliers or to a taxing authority
      4. Terms Of Payment. If Phoenix requests an invoice from Carrier or if the Purchase Order requires Carrier to invoice Phoenix for the services covered by the Purchase Order, promptly after each performance of services, Carrier will issue a single invoice for such services to Phoenix at the address specified on the Purchase Order. Each invoice must comply with applicable law, and include the following information regarding the corresponding performance of services: (a) amount due (In the currency specified in the Purchase Order); (b) location of delivery or performance; (c) Purchase Order number; (d) if applicable, the intra-EU VAT number. Phoenix may reject any invoice that is inaccurate or does not conform to these requirements, and Carrier will promptly reissue any such rejected invoice. Phoenix's failure to reject an Invoice does not constitute Phoenix's acceptance of the invoice or the services to which such invoice pertains.

        Phoenix will pay for the services provided by Carrier in accordance with the payment terms and in the currency specified elsewhere in the Purchase Order. Payments may be made electronically (including, without limitation, by bank transfer or recorded bill of exchange, where applicable).
      5. Setoff. Any amount owed to Carrier by Phoenix or any of Phoenix's affiliates, shall be subject to deduction for any set-off, counterclaim or indemnification rights arising out of this or any other Contract owed by Carrier to Phoenix.
      6. Supervision of Work. Carrier will supervise and direct all work (“Work”) performed under this Contract and will cooperate with Phoenix in scheduling and performing the Work to avoid conflict, delay or interference with the work of Phoenix or other subcontractors. The Carrier will complete the Work in accordance with any schedule agreed to between the parties or directed by Phoenix. Carrier shall take necessary precautions to protect the work of Phoenix and other subcontractors from damage caused under this Contract. Further, if Carrier's acts or omissions result in, or are likely to result in, Carrier's failure to meet Phoenix's Work requirements and Phoenix is required to find another Carrier for the Work, Carrier will be solely responsible for all costs and expenses associated with such replacement of Carrier.
      7. Carrier’s Representations. Carrier represents that it is qualified to perform the Work that it is a motor carrier registered with the Department of Transportation; and that the Work shall be performed in a manner consistent with that level of care and skill ordinarily exercised by others performing similar work under similar circumstances.. This remedy shall be in addition to all other remedies provided by law, and shall survive the termination of the Contract.
      8. Acknowledgement of Risk; Safety Training. Carrier acknowledges that the site of any Work and the machinery and other materials that are being transported may contain hazardous materials, hazardous wastes and other safety hazards, and the Carrier knowingly and voluntarily assumes all risk of injury to Carrier, its employees and agents. Carrier agrees that any employee or lower tier Carrier that will be working on or transporting materials has received, prior to performing any work, all training required by applicable federal, state and local laws, rules and regulations.
      9. Cancellation by Phoenix. Phoenix may, by notice to Carrier, cancel the whole or any portion of this Contract in the event of that Carrier becomes insolvent, bankrupt, or Phoenix believes in good faith that Carrier cannot complete this Contract or any Work undertaken by Carrier for Phoenix. In the event of any such cancellation, Phoenix, at its discretion, will direct Carrier to complete all unfinished Work.
      10. Cargo Liability. Carrier shall be liable to Phoenix for all loss or damage to any cargo, machinery or other products that Carrier will be transporting under the Contract.
      11. No Assignment or Delegation of Duties by Carrier. Carrier shall not assign, delegate or subcontract any duties or assign any rights or claims under this Contract without Phoenix's prior written consent, and any such attempted delegation, subcontract or assignment shall be void.
      12. Work Changes. Phoenix may at any time and from time to time, by notice to Carrier, make changes in specifications, designs, drawings, method of packing, destinations and delivery schedules and Carrier shall immediately comply therewith. If any such change causes a material increase or decrease in Carrier’s cost or the time for performance, an equitable adjustment shall be made to the price or delivery schedule, or both. No change, modification or revision of this Purchase Order by Carrier shall be binding upon Phoenix unless such change is agreed to in writing and signed by Phoenix's duly authorized representative.
      13. Compliance with Laws. Carrier, and any goods or services supplied by Carrier, will comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards of the country(ies) of destination or that relate to the transportation, labeling, transportation, importation, exportation, licensing, approval or certification of the goods or services, including, without limitation, those relating to environmental matters, the handling and transportation of dangerous goods or hazardous materials, data protection and privacy, wages, hours and conditions of employment, carrier selection, discrimination, occupational health/safety and motor vehicle safety. Carrier agrees to provide Phoenix with copies of any applicable Material Safety Data Sheets at the time of delivery to Phoenix's premises of the products or services ordered hereunder which require such compliance, and any updates of such sheets required to be delivered by Carrier to Phoenix under such laws and regulations and/or upon request. Carrier further represents that neither it nor any of its subcontractors, vendors, agents or other associated third parties will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of goods or provision of services under this Purchase Order. Carrier agrees to comply with all applicable anti-corruption laws, including, without limitation, the U.S. Foreign Corrupt Practices Act, and that neither it nor any of its subcontractors, vendors, agents or other associated third parties will engage in any form of commercial bribery, nor directly or indirectly provide or offer to provide, anything of value to or for the benefit of, any official or employee of a governmental authority or of any government-owned, government-controlled or government-affiliated entity to obtain or retain any Purchase Order, business opportunity or other business benefit, or to influence any act or decision of that person in his/her official capacity. At Phoenix's request, Carrier will certify in writing its compliance with the foregoing. Carrier will indemnify and hold Phoenix harmless from and against any liability, claims, demands or expenses (Including, without limitation, legal or other professional fees) arising from or relating to Carrier's noncompliance.
      14. Carrier Insurance. Carrier shall maintain with an insurance company or companies standard ISO Commercial General Liability coverage (10/1 edition or later) with an insurer admitted to do business in the state where the project is located, having an AM Best rating of at least “A-“,written on an occurrence basis including Products-Completed Operations coverage. The coverage must be endorsed to name Phoenix as an “additional insured” and include the Owner, Architect and others as “additional insureds” as required in the contract documents. The “Additional Insured” form shall state that this insurance shall be primary without right of contribution from any other insurance available to the “additional insureds” and the amount of the company’s liability under this policy shall not be reduced by the existence of such other insurance. Coverage for the “additional insureds” shall be provided until the expiration of the applicable statute of repose for the work performed by the Carrier. A copy of the additional insured endorsement form is to be attached to the Certificate of Insurance. A waiver of subrogation in favor of the “additional insureds” will be provided. The CGL must be written on an occurrence basis, in the minimum amount of $1,000,000 per occurrence and $2,000,000 in the aggregate, Products and Completed Operations Aggregate in the amount of $2,000,000, Personal/Advertising Injury in the amount of $1,000,000, Fire Damage in the amount of $100,000 and Medical Payments in the amount of $10,000. Carrier shall also maintain umbrella coverage in the amount of $5,000,000. Carrier shall also maintain all required workers’ compensation insurance in the minimum amount of $500,000, and automobile liability insurance in a minimum amount of $1,000,000 combined single limit per accident, as well as such other insurance coverage as Phoenix may request. Liability insurance limits shall not be construed to limit Phoenix’s right of indemnity hereunder.
      15. Indemnification by Carrier. Carrier shall indemnify, hold harmless and defend Phoenix, the Construction Manager, General Contractor, Engineer, Architect or any other party required in any contract relating to the Work, their employees, agents, and representatives from and against any and all losses, damages, expenses, claims, suits and demands of whatever nature, resulting from damages or injuries, including death and lost profits, to any property or persons, caused by or arising out of any action, omission, or operation under this Contract or in connection with the Work attributable to Carrier, its material men, employees, agents or representatives; provided however, that the Carrier shall not be required to indemnify Phoenix, its employees, agents, and representatives hereunder, for any damages or injuries, including death, to any property or persons, caused solely and exclusively by the negligence of Phoenix. To the extent that Carrier and Phoenix have signed any other contact, any indemnity by the Carrier will be in addition to, and not replace, this indemnity.
      16. Notices. All notices or other communications required by Carrier pursuant to this Contract shall be in writing and shall be delivered personally or sent by overnight courier, by facsimile or email with confirmation or by registered/certified mail return receipt requested
      17. Waiver. Any waiver of any right, power or privilege under these Terms and Conditions or the Contract shall not operate as a waiver of any other right, power or privilege hereunder
      18. Counterparts. The Contract may be executed in any number of counterparts, and by the parties in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same Contract.
      19. Oral Acceptance of Terms and Conditions. If there is not a signed quote returned, any authorization, consent or notice to proceed for work (e.g., oral, email, phone call, text message, purchase order) is Carrier’s unequivocal acceptance to these Terms and Conditions.
      20. Governing Law. This Purchase Order and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of Michigan, United States of America, and the courts sitting in Macomb County, Michigan, or the U.S. District Court for the Eastern District of Michigan shall have exclusive jurisdiction and venue over any dispute arising hereunder.
      21. Entire Agreement; Applicability. The Contract sets forth the exclusive Terms and Conditions under which Carrier will provide services for the Work and for which Phoenix will purchase the goods or services described herein for the period(s) specified in this Contract. Terms and Conditions proposed by Carrier that are different from, or in addition to the provisions of the Contract are expressly rejected by Phoenix and are not a part of the Contract, and Carrier's acceptance is expressly limited to the terms of the Contract. The Contract constitutes the entire agreement between Carrier and Phoenix with respect to the matters contained herein and supersedes all prior or contemporaneous oral or written agreements, representations and/or communications. The Contract may be modified only by an amendment issued by Phoenix. In case of a conflict between the Terms and Conditions on the face of the Purchase Order, Carrier Agreement, quote or other document and the Terms and Conditions contained herein, these Terms and Conditions shall control.
      22. Authorization. Carrier represents and warrants that it has been duly authorized to execute, deliver and perform the Contracts, and the person signing on the Carrier’s behalf has the power and authority to do so.
      23. Severability. In the event that any one or more provisions contained in the Contract shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The remedies contained herein are cumulative and in addition to any other remedies at law or equity. Phoenix's failure to enforce, or waiver of a breach of, any provision of the Purchase Order, Carrier Agreement, quote or other agreement shall not constitute a waiver of any other breach or of any provision of the Contract.
      24. Additional or Inconsistent Terms. Any term or condition set forth in any Purchase Order, Carrier Agreement, quote or other agreement provided to Phoenix by Carrier which is in any way different from, inconsistent with, or in addition to the Terms and Conditions set forth herein will not become a part of the Contract or be binding upon Phoenix. If Carrier objects to any Term or Condition set forth herein, this objection must be in writing and received by Phoenix at the address stated on the website, care of Joe Santamaria, prior toCarrier’s delivery of services under the Work. Phoenix's failure to object to terms contained in any communication from Carrier will not be a waiver of the Terms and Conditions set forth herein. Carrier shall not condition any delivery of goods or services upon the abrogation or modification of any of the Terms and Conditions included in this Purchase Order.
      25. Specific Performance. Carrier acknowledges and agrees that money damages will not be a sufficient remedy for any actual or threatened breach of the Contract by Carrier and that, in addition to all other rights and remedies that Phoenix may have, Phoenix will be entitled to specific performance and temporary, preliminary and permanent Injunctive relief In connection with any action to enforce the Contract, without any requirement of a bond or other security to be provided by Phoenix
      26. Confidentiality; No Advertising. Carrier will maintain the confidentiality of any information provided by Phoenix or its representatives, and any materials or Information that contain, or are based on, any such information. Carrier may only use such information in connection with its performance under the Contract and will not provide such information to any third party (including, without limitation, Carrier's Carriers) without Phoenix's advance written consent.

        Carrier will not, without first obtaining the written consent of Phoenix, in any manner (a) use Phoenix's trademarks, trade names or confidential Information in Carrier's advertising or promotional materials, or (b) use Phoenix's trademarks, trade names or confidential information in any form of electronic communication such as web sites (internal or external), blogs or other types of postings.
      27. Nature of the Relationship of Parties. Carrier and Phoenix are independent parties and nothing in the Contract will make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

      PHOENIX MACHINERY MOVERS, INC. SUBCONTRACTOR TERMS AND CONDITIONS OF THE CONTRACT

      1. Background. Phoenix Machinery Movers, Inc. (“Phoenix”) provides full service rigging as well as complete project planning for relocating a single machine or an entire manufacturing plant. The Subcontractor (as identified in the related quote or Purchase Order) is interested in providing to Phoenix those services as more fully described in Subcontractor’s quote, or Phoenix's Purchase Order, as applicable (the "Work"). Subcontractor’s commencement of Work, acceptance of any Purchase Order, Subcontractor Agreement or other contract form shall constitute the contract (the “Contract”) for the performance of the Work described. These Terms and Conditions shall be deemed incorporated into Phoenix’s Purchase Order for the Work whether or not specifically referenced therein and these Terms and Conditions shall supersede any earlier oral or written agreements between the parties. These Terms and Conditions are in addition to, and do not replace, the Terms and Conditions found on Phoenix’s Purchase Orders. These Terms and Conditions may be amended or changed from time to time by Phoenix and may be found at phoenixmachinerymovers.com/terms-and-conditions. Unless otherwise expressly agreed in writing, all purchases are subject to the following Terms and Conditions.
      2. Prices. Prices are based on job conditions being the “same” as those at time of inspection by Phoenix. The term “same” will be solely determined by Phoenix. All prices shall be stated in the Purchase Order and are firm and not subject to escalation. Subcontractor represents and warrants that the prices set forth in the Purchase Order are at least as low as those currently being quoted by Subcontractor to commercial users for the same products or services, in like quantities, under similar circumstances. Unless Phoenix has otherwise agreed in writing, payment terms shall be net thirty (30) days from the later of the date Phoenix receives Subcontractor's invoice or the date on which Phoenix accepts the Work as satisfactory.
      3. Taxes. Unless otherwise provided in the Purchase Order, the prices set forth In the Purchase Order will be exclusive of all transactional taxes, including any sales, use, excise, services, value added tax, goods and services tax, or similar tax, and these taxes should be separately identified by Subcontractor in both Subcontractor's quote and in the Purchase Order even if the tax rate is zero. Phoenix will not be responsible for any transactional taxes charged by the Subcontractor that are not identified in this manner. Subcontractor shall separately state all charges for transactional taxes on its invoices (or other such documents). For any services or goods provided outside the United States, Subcontractor shall provide Phoenix with invoices in line with the applicable tax laws in its country to enable the Phoenix to reclaim the transactional taxes and Subcontractor will provide such documentation no later than when the payment to which the invoice relates is due from Phoenix. Subcontractor will be responsible for remitting the transactional tax to the applicable taxing authority except for those states or jurisdictions where Phoenix has provided Subcontractor with an appropriate exemption certificate. Subcontractor will use reasonable efforts to apply for such exemptions where applicable. Subcontractor will not charge Phoenix for any transactional taxes charged by a subcontracting supplier to Subcontractor if such tax is recovered by Subcontractor, or if not recovered, it would have been recoverable had the transaction been structured through other entities (either Subcontractor's or Phoenix's affiliated companies). If transactional taxes are not recoverable by Subcontractor, Subcontractor agrees to provide detailed billing, customs or other documents as requested, which set out the transactional taxes paid or payable, to any of Phoenix's subcontracting suppliers or to a taxing authority.
      4. Terms Of Payment. If Phoenix requests an invoice from Subcontractor or if the Purchase Order requires Subcontractor to invoice Phoenix for the services covered by the Purchase Order, promptly after each performance of services, Subcontractor will issue a single invoice for such services to Phoenix at the address specified on the Purchase Order. Each invoice must comply with applicable law, and include the following information regarding the corresponding performance of services: (a) amount due (In the currency specified in the Purchase Order); (b) location of delivery or performance; (c) Purchase Order number; (d) if applicable, the intra-EU VAT number. Phoenix may reject any invoice that is inaccurate or does not conform to these requirements, and Subcontractor will promptly reissue any such rejected invoice. Phoenix's failure to reject an Invoice does not constitute Phoenix's acceptance of the invoice or the services to which such invoice pertains.

        Phoenix will pay for the services provided by Subcontractor in accordance with the payment terms and in the currency specified elsewhere in the Purchase Order. Payments may be made electronically (including, without limitation, by bank transfer or recorded bill of exchange, where applicable).
      5. Setoff. Any amount owed to Subcontractor by Phoenix or any of Phoenix's affiliates, shall be subject to deduction for any set-off, counterclaim or indemnification rights arising out of this or any other Contract owed by Subcontractor to Phoenix.
      6. Supervision of Work. Subcontractor will supervise and direct all work (“Work”) performed under this Contract and will cooperate with Phoenix in scheduling and performing the Work to avoid conflict, delay or interference with the work of Phoenix or other subcontractors. The Subcontractor will complete the Work in accordance with any schedule agreed to between the parties or directed by Phoenix. Subcontractor shall take necessary precautions to protect the work of Phoenix and other subcontractors from damage caused under this Contract. Further, if Subcontractor's acts or omissions result in, or are likely to result in, Subcontractor's failure to meet Phoenix's Work requirements and Phoenix is required to find another subcontractor for the Work, Subcontractor will be solely responsible for all costs and expenses associated with such replacement of Subcontractor.
      7. Subcontractor’s Representations. Subcontractor represents that it is qualified to perform the Work; that the Work shall be performed in a manner consistent with that level of care and skill ordinarily exercised by others performing similar work under similar circumstances; that the Work shall be free from defects; and that all goods and materials to be supplied by Subcontractor shall be of good quality and new. Subcontractor shall, at its sole expense, promptly correct or replace non-conforming or defective Work. Corrected or replaced work shall be subject to the same warranties set forth herein. This remedy shall be in addition to all other remedies provided by law, and shall survive the termination of the Contract.
      8. Acknowledgement of Risk; Safety Training. Subcontractor acknowledges that the site of any Work may contain hazardous materials, hazardous wastes and other safety hazards, and the Subcontractor knowingly and voluntarily assumes all risk of injury to Subcontractor, its employees and agents. Subcontractor agrees that any employee or lower tier subcontractor that will be working on or for the site has received, prior to performing any work, all training required by applicable federal, state and local laws, rules and regulations.
      9. Cancellation by Phoenix. Phoenix may, by notice to Subcontractor, cancel the whole or any portion of this Contract in the event of that Subcontractor becomes insolvent, bankrupt, or Phoenix believes in good faith that Subcontractor cannot complete this Contract or any Work undertaken by Subcontractor for Phoenix. In the event of any such cancellation, Phoenix, at its discretion, will direct Subcontractor to complete all unfinished Work.
      10. Warranties by Subcontractor. In addition to any other express or implied warranties, Subcontractor warrants that all Work performed, and goods provided hereunder, will be merchantable, new, suitable for the uses intended, of the grade and quality specified, free from all defects in design, material and workmanship, will conform to all samples, drawings, descriptions and specifications furnished, and will be free of liens and encumbrances. In addition, Subcontractor acknowledges that Subcontractor knows of Phoenix's intended use of the services and goods for Work performed and covered by the Purchase Order and warrants and guarantees that such goods have been selected, designed, manufactured or assembled, and all services performed by Subcontractor were based upon Phoenix's stated use, and such goods and services will be fit and sufficient for the particular purposes intended by Phoenix. These warranties shall survive any delivery, inspection, acceptance, or payment for the Work and shall extend to Phoenix and Phoenix's customers. These warranties shall be construed as conditions as well as warranties and shall not be deemed to exclude Subcontractor’s standard warranties or other rights or warranties which Phoenix may have or obtain. At its expense and option, Subcontractor shall replace or repair any products not conforming to the foregoing warranties. If after notice, Subcontractor fails promptly to replace or repair any such product, Subcontractor shall promptly refund to Phoenix the full purchase price paid by Phoenix for all such Work.
      11. No Assignment or Delegation of Duties by Subcontractor. Subcontractor shall not assign, delegate or subcontract any duties or assign any rights or claims under this Contract without Phoenix's prior written consent, and any such attempted delegation, subcontract or assignment shall be void.
      12. Work Changes. Phoenix may at any time and from time to time, by notice to Subcontractor, make changes in specifications, designs, drawings, method of packing, destinations and delivery schedules and Subcontractor shall immediately comply therewith. If any such change causes a material increase or decrease in Subcontractor’s cost or the time for performance, an equitable adjustment shall be made to the price or delivery schedule, or both. No change, modification or revision of this Purchase Order by Subcontractor shall be binding upon Phoenix unless such change is agreed to in writing and signed by Phoenix's duly authorized representative.
      13. Compliance with Laws. Subcontractor, and any goods or services supplied by Subcontractor, will comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards of the country(ies) of destination or that relate to the manufacture, labeling, transportation, importation, exportation, licensing, approval or certification of the goods or services, including, without limitation, those relating to environmental matters, the handling and transportation of dangerous goods or hazardous materials, data protection and privacy, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health/safety and motor vehicle safety. Subcontractor agrees to provide Phoenix with copies of any applicable Material Safety Data Sheets at the time of delivery to Phoenix's premises of the products or services ordered hereunder which require such compliance, and any updates of such sheets required to be delivered by Subcontractor to Phoenix under such laws and regulations and/or upon request. Subcontractor further represents that neither it nor any of its subcontractors, vendors, agents or other associated third parties will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of goods or provision of services under this Purchase Order. Subcontractor agrees to comply with all applicable anti-corruption laws, including, without limitation, the U.S. Foreign Corrupt Practices Act, and that neither it nor any of its subcontractors, vendors, agents or other associated third parties will engage in any form of commercial bribery, nor directly or indirectly provide or offer to provide, anything of value to or for the benefit of, any official or employee of a governmental authority or of any government-owned, government-controlled or government-affiliated entity to obtain or retain any Purchase Order, business opportunity or other business benefit, or to influence any act or decision of that person in his/her official capacity. At Phoenix's request, Subcontractor will certify in writing its compliance with the foregoing. Subcontractor will indemnify and hold Phoenix harmless from and against any liability, claims, demands or expenses (Including, without limitation, legal or other professional fees) arising from or relating to Subcontractor's noncompliance.
      14. Subcontractor Insurance. Subcontractor shall maintain with an insurance company or companies standard ISO Commercial General Liability coverage (10/1 edition or later) with an insurer admitted to do business in the state where the project is located, having an AM Best rating of at least “A-“,written on an occurrence basis including Products-Completed Operations coverage. The coverage must be endorsed to name Phoenix as an “additional insured” and include the Owner, Architect and others as “additional insureds” as required in the contract documents. The “Additional Insured” form shall state that this insurance shall be primary without right of contribution from any other insurance available to the “additional insureds” and the amount of the company’s liability under this policy shall not be reduced by the existence of such other insurance. Coverage for the “additional insureds” shall be provided until the expiration of the applicable statute of repose for the work performed by the Subcontractor. A copy of the additional insured endorsement form is to be attached to the Certificate of Insurance. A waiver of subrogation in favor of the “additional insureds” will be provided. The CGL must be written on an occurrence basis, in the minimum amount of $1,000,000 per occurrence and $2,000,000 in the aggregate, Products and Completed Operations Aggregate in the amount of $2,000,000, Personal/Advertising Injury in the amount of $1,000,000, Fire Damage in the amount of $100,000 and Medical Payments in the amount of $10,000. Subcontractor shall also maintain umbrella coverage in the amount of $5,000,000. Subcontractor shall also maintain all required workers’ compensation insurance in the minimum amount of $500,000, and automobile liability insurance in a minimum amount of $1,000,000 combined single limit per accident, as well as such other insurance coverage as Phoenix may request. Liability insurance limits shall not be construed to limit Phoenix’s right of indemnity hereunder.
      15. Indemnification by Subcontractor. Subcontractor shall indemnify, hold harmless and defend Phoenix, the Construction Manager, General Contractor, Engineer, Architect or any other party required in any contract relating to the Work, their employees, agents, and representatives from and against any and all losses, damages, expenses, claims, suits and demands of whatever nature, resulting from damages or injuries, including death and lost profits, to any property or persons, caused by or arising out of any action, omission, or operation under this Contract or in connection with the Work attributable to Subcontractor, its material men, employees, agents or representatives; provided however, that the Subcontractor shall not be required to indemnify Phoenix, its employees, agents, and representatives hereunder, for any damages or injuries, including death, to any property or persons, caused solely and exclusively by the negligence of Phoenix. To the extent that Subcontractor and Phoenix have signed a Subcontract Agreement, any indemnity by the Subcontractor will be in addition to, and not replace, this indemnity.
      16. Notices. All notices or other communications required by Subcontractor pursuant to this Contract shall be in writing and shall be delivered personally or sent by overnight courier, by facsimile or email with confirmation or by registered/certified mail return receipt requested.
      17. Waiver. Any waiver of any right, power or privilege under these Terms and Conditions or the Contract shall not operate as a waiver of any other right, power or privilege hereunder.
      18. Counterparts. The Contract may be executed in any number of counterparts, and by the parties in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same Contract.
      19. Oral Acceptance of Terms and Conditions. If there is not a signed quote returned, any authorization, consent or notice to proceed for work (e.g., oral, email, phone call, text message, purchase order) is Subcontractor’s unequivocal acceptance to these Terms and Conditions.
      20. Governing Law. This Purchase Order and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of Michigan, United States of America, and the courts sitting in Macomb County, Michigan, or the U.S. District Court for the Eastern District of Michigan shall have exclusive jurisdiction and venue over any dispute arising hereunder.
      21. Entire Agreement; Applicability. The Contract sets forth the exclusive Terms and Conditions under which Subcontractor will provide services for the Work and for which Phoenix will purchase the goods or services described herein for the period(s) specified in this Contract. Terms and Conditions proposed by Subcontractor that are different from, or in addition to the provisions of the Contract are expressly rejected by Phoenix and are not a part of the Contract, and Subcontractor's acceptance is expressly limited to the terms of the Contract. The Contract constitutes the entire agreement between Subcontractor and Phoenix with respect to the matters contained herein and supersedes all prior or contemporaneous oral or written agreements, representations and/or communications. The Contract may be modified only by an amendment issued by Phoenix. In case of a conflict between the Terms and Conditions on the face of the Purchase Order, Subcontractor Agreement, quote or other document and the Terms and Conditions contained herein, these Terms and Conditions shall control.
      22. Authorization. Subcontractor represents and warrants that it has been duly authorized to execute, deliver and perform the Contracts, and the person signing on the Subcontractor’s behalf has the power and authority to do so.
      23. Severability. In the event that any one or more provisions contained in the Contract shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The remedies contained herein are cumulative and in addition to any other remedies at law or equity. Phoenix's failure to enforce, or waiver of a breach of, any provision of the Purchase Order, Subcontractor Agreement, quote or other agreement shall not constitute a waiver of any other breach or of any provision of the Contract.
      24. Additional or Inconsistent Terms. Any term or condition set forth in any Purchase Order, Subcontractor Agreement, quote or other agreement provided to Phoenix by Subcontractor which is in any way different from, inconsistent with, or in addition to the Terms and Conditions set forth herein will not become a part of the Contract or be binding upon Phoenix. If Subcontractor objects to any Term or Condition set forth herein, this objection must be in writing and received by Phoenix at the address stated on the website, care of Joe Santamaria, prior to Subcontractor’s delivery of services under the Work. Phoenix's failure to object to terms contained in any communication from Subcontractor will not be a waiver of the Terms and Conditions set forth herein. Subcontractor shall not condition any delivery of goods or services upon the abrogation or modification of any of the Terms and Conditions included in this Purchase Order.
      25. Specific Performance. Subcontractor acknowledges and agrees that money damages will not be a sufficient remedy for any actual or threatened breach of the Contract by Subcontractor and that, in addition to all other rights and remedies that Phoenix may have, Phoenix will be entitled to specific performance and temporary, preliminary and permanent Injunctive relief In connection with any action to enforce the Contract, without any requirement of a bond or other security to be provided by Phoenix.
      26. Confidentiality; No Advertising. Subcontractor will maintain the confidentiality of any information provided by Phoenix or its representatives, and any materials or Information that contain, or are based on, any such information. Subcontractor may only use such information in connection with its performance under the Contract and will not provide such information to any third party (including, without limitation, Subcontractor's subcontractors) without Phoenix's advance written consent.

        Subcontractor will not, without first obtaining the written consent of Phoenix, in any manner (a) use Phoenix's trademarks, trade names or confidential Information in Subcontractor's advertising or promotional materials, or (b) use Phoenix's trademarks, trade names or confidential information in any form of electronic communication such as web sites (internal or external), blogs or other types of postings.
      27. Nature of the Relationship of Parties. Subcontractor and Phoenix are independent parties and nothing in the Contract will make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
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