1. DEFINITIONS. “Seller” is Northern Lights Custom Services, LLC. “Customer” is the party named on the Proposal. “Proposal” is the written proposal, quotation, or work order issued by Seller that references these Terms. “Work” is the labor, materials, equipment, and services described in the Proposal. “Property” is the site named on the Proposal. “Addendum” is any service-specific terms referenced in the Proposal. “Agreement” means the Proposal, these Terms, any Addendum, and any signed change order, together. “Substantial Completion” is the date the Work is sufficiently complete for its intended use.

2. ORDER OF PRECEDENCE. If the documents making up the Agreement conflict, this order controls: (a) change orders signed by both parties, most recent first; (b) the Proposal, as to scope, price, schedule, and site-specific clarifications and exclusions; (c) any Addendum, as to all other matters; (d) these Terms. A disclaimer, exclusion, or limitation stated in the Proposal or an Addendum is in addition to, and does not replace, those stated here unless it expressly says otherwise.

3. PROPOSAL, ACCEPTANCE, AND SCHEDULE. The Proposal expires thirty (30) days after its date unless it states a different date, and becomes a binding contract when Customer accepts it in writing or directs Seller in writing to proceed. Acceptance carries these Terms with the same effect as though signed by both parties, and they prevail over any inconsistent provision of any document issued by Customer. Pricing is based on straight-time labor; overtime or weekend work at Customer’s request is an extra. Prices are subject to correction for clerical error. Dates stated on the Proposal are subject to adjustment for weather, material availability, permit and inspection timing, change orders, concealed conditions, and delay caused by Customer or Customer’s separate contractors. No date changes are binding unless Customer and Seller agree in writing. Time is not of the essence unless the Proposal expressly says so.

4. PAYMENT. Invoices are due on receipt in United States currency unless Seller sets other terms in writing. Seller may invoice monthly as the Work progresses, including for materials delivered to the Property or an off-site facility, and may include mobilization, engineering, drafting, permitting, and procurement costs in its initial invoice in an amount up to fifteen percent (15%) of the contract price. On any overdue amount, Seller may suspend the Work without penalty or liability and is entitled to interest at eighteen percent (18%) per year or the maximum rate Wisconsin law permits, whichever is less, to interest on amounts retained by Customer, and to reasonable attorney fees and collection costs.

5. TAXES. Any sales, use, occupancy, excise, or other tax Seller is legally obligated to pay or collect on the Work is added to the price and paid by Customer, whether or not it was shown on the Proposal.

6. CHANGES, UNFORESEEN CONDITIONS, AND HAZARDOUS MATERIALS. No change to the scope of work, price, or schedule is binding unless Customer and Seller agree in writing. If a change in law or code affects Seller's obligations, Seller may request an equitable adjustment.

Pricing is based on conditions visible or reasonably inferable when the Proposal was prepared. If Seller encounters materially different conditions, whether concealed at that time (such as rot, insect or rodent damage, structural deficiency, unsafe or non-conforming wiring or plumbing, undisclosed prior repairs, or hidden utilities) or caused afterward by an event described in Section 15 (such as a storm, flood, fallen tree, ice, or fire), Seller may stop the affected Work and notify Customer, and the parties will execute a change order for any added, changed, or repeated Work. Seller is not responsible for conditions it did not create and could not reasonably have discovered. The price does not include repairing damage to the Property, or re-performing Work damaged by a Section 15 event before Substantial Completion.

Seller does not test for, handle, disturb, or remove asbestos, lead-based paint, mold, radon, contaminated soil, or other hazardous materials unless the Proposal expressly says so. Seller may stop the affected Work and notify Customer if it encounters or suspects such materials. Testing and abatement by a licensed contractor are at Customer's expense, and Seller is entitled to a change order for the resulting delay and cost.

7. SUBCONTRACTORS. Seller may have portions of the Work performed by qualified subcontractors under written subcontracts with Seller. No contractual relationship exists between Customer and any subcontractor of Seller. Seller has no responsibility, duty, or authority to direct, supervise, oversee, or stop the work of Customer’s own contractors or vendors.

8. CUSTOMER RESPONSIBILITIES; PRIVATE UTILITIES. At Customer’s expense, Customer will: provide safe, timely, unobstructed access to the Property and work areas, including passable driveway access and snow removal; provide electrical power, water, and adequate lighting as reasonably required; clear the work areas and remove or secure valuables and items subject to damage from dust, vibration, or the Work; disclose all conditions known to Customer that affect the Work, including prior water or freeze damage and unpermitted prior work; obtain any homeowners association, lake district, or similar approval; and designate one person authorized to approve change orders.

Seller will request public utility locates through Diggers Hotline where required by law. Public locates do not mark privately owned underground facilities — buried LP gas lines, private service to outbuildings, water and sewer laterals, septic tanks and drain fields, irrigation, invisible pet fence, low-voltage lighting, and data or communication lines. Customer is responsible for identifying and marking those before any excavation, and Seller is not liable for damage to facilities that were unmarked, mismarked, or inaccurately located by Customer.

9. INSURANCE; WAIVER OF SUBROGATION. Seller carries commercial general liability insurance and any worker's compensation insurance required by law, and will provide a certificate on request. Customer will keep the Property and its contents insured for full replacement cost against fire, water damage, and vandalism while the Work is underway, and will tell its insurance company about the Work if the policy requires it. If the Property or its contents are damaged and Customer's insurance covers the loss, Customer will look to that insurance, not to Seller, to pay for it. Customer will not seek repayment from Seller or Seller's subcontractors for that loss, and will not allow its insurance company to do so (this is called a "waiver of subrogation"). This applies even if Seller's negligence caused or contributed to the loss. Customer should confirm with its insurance agent that its policy allows this.

10. INDEMNIFICATION. Seller will indemnify and hold harmless Customer from claims for bodily injury, and for damage to tangible property other than the Work itself, to the extent caused by the negligence of Seller or anyone Seller is responsible for. Claims that the Work itself is defective are governed only by Sections 11 and 12, and loss covered by Customer's property insurance is governed by Section 9. Customer will indemnify and hold harmless Seller from claims, damages, and reasonable defense costs to the extent arising from Customer's breach of the Agreement; the acts or omissions of Customer or Customer's family, guests, tenants, caretakers, agents, or separate contractors; conditions at the Property that existed before the Work began and that Seller did not create; or hazardous materials at the Property. Neither party indemnifies the other against the other's own negligence or willful misconduct, and each party's obligation is limited to its share of fault.

11. WARRANTY. For twelve (12) months after Substantial Completion, Seller warrants that the Work was performed in a good and workmanlike manner and is free from defects in workmanship. Materials, equipment, appliances, and fixtures carry only their manufacturer's warranty, which Seller assigns to Customer where assignable. This warranty does not cover pre-existing conditions; materials or equipment Customer supplied or selected; work by others; normal wear, settlement, shrinkage, or seasonal movement; damage from misuse, neglect, alteration, lack of maintenance, fire, freezing, water intrusion, chemical or galvanic action, or other causes beyond Seller's control; or any result the Proposal or an Addendum expressly does not warrant. Claims must be made in writing within the warranty period, describe the defect, and give Seller a reasonable chance to inspect before anyone else repairs it. Seller does not provide engineering, architectural, design, or code-compliance certification services. Any observation, recommendation, or opinion Seller offers about an existing system, component, or structure is based on visual observation during the Work. It is not an inspection, professional assessment, or certification, Customer may not rely on it as one, and it is not warranted.

THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, EXPRESS OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT ANY EXISTING SYSTEM, COMPONENT, OR STRUCTURE IT DID NOT INSTALL.

12. EXCLUSIVE REMEDY. Customer’s sole and exclusive remedy for breach of the warranty in Section 11 is, at Seller’s option, repair or replacement of the defective Work within a reasonable time, or refund of that portion of the price applicable to it. Warranty on repaired or replaced work runs only for the remainder of the original warranty period.

14. TIME LIMIT ON CLAIMS. To the fullest extent permitted by law, any action or claim by Customer against Seller arising out of or relating to the Agreement, the Work, or the Property — on any theory — must be commenced within one (1) year after Substantial Completion, or it is permanently barred.

15. FORCE MAJEURE. Seller is not liable for loss, damage, or delay caused by anything beyond its reasonable control, including governmental action, epidemic, labor dispute, fire, flood, severe weather, extreme cold, utility failure, accident, material shortage, supplier failure, or transportation delay, and is entitled to an equitable adjustment of schedule and, where the event increases its cost, of price. Seller may, but is not obligated to, take reasonable emergency measures to protect the Work or the Property from such an event, and those measures are billed as extra work. If such an event prevents Seller from performing for more than sixty (60) consecutive days, either party may terminate the Agreement on written notice, and Customer will pay for Work performed and materials ordered, fabricated, or delivered through the termination date as provided in Section 16, without the cancellation charge.

16. CANCELLATION AND SUSPENSION. Customer may cancel or suspend the Work on written notice. Customer will then pay for all Work performed through that date, at the Proposal price or on a time-and-materials basis if the Proposal is not divisible; for all materials ordered, fabricated, or delivered, plus any restocking or cancellation charges Seller actually incurs; and a cancellation charge for lost scheduling and mobilization equal to ten percent (10%) of the unperformed contract price, not to exceed ten percent (10%) of the total contract price. Seller will use reasonable efforts to mitigate. This Section does not apply to any cancellation right under Section 17.

17. CUSTOMER’S STATUTORY RIGHT TO CANCEL. If Seller solicited this transaction at a place other than its regular place of business, Customer may have a three-business-day right to cancel under Wisconsin law. Where that right applies, Seller will deliver a separate written Notice of Right to Cancel with the Proposal, and the period runs from delivery of that notice. Nothing in the Agreement waives or shortens any cancellation right Customer has under Wis. Admin. Code ch. ATCP 110 or ch. ATCP 127 or other applicable law.

18. GOVERNING LAW; VENUE. Wisconsin law governs the Agreement, even if another state's law would otherwise apply. Any action arising out of or relating to the Agreement, the Work, or the Property must be brought in the Circuit Court for Barron County, Wisconsin, or, at Seller's election, the county where the Property is located.

19. GENERAL. The following apply to the Agreement as a whole: