PART I — TERMS APPLICABLE TO ALL WORK
1. Agreement, Parties, and Proposal Acceptance
1.1 Acceptance of Terms. When a Customer hires the Service Provider, accepts or signs a proposal or estimate, authorizes or schedules Work, issues a purchase order or notice to proceed, or purchases equipment or services from the Service Provider, the Customer agrees to these Terms and Conditions. Only a written authorization or agreement signed by an Officer of the Service Provider may supersede or modify these Terms.
1.2 Definitions. “Service Provider” means MM Acquisitions Group, LLC. “Customer” means the person or entity hiring the Service Provider, including, as applicable, an owner, tenant, general contractor, construction manager, developer, or other contracting party. “Work” means only the equipment, labor, materials, and services expressly included in the Service Provider’s accepted proposal, estimate, work order, scope, or other written contract document.
1.3 Proposal Validity. Unless otherwise stated in writing, a proposal may be withdrawn if it is not accepted within thirty (30) days of the proposal date.
1.4 Cancellation After Acceptance. If the Customer cancels an accepted proposal, the Customer may be responsible for restocking charges and other nonrecoverable costs associated with materials or equipment ordered or committed for the Work.
2. Scope of Work, Exclusions, and Pricing Assumptions
2.1 Limited Scope. The Service Provider is responsible only for the Work expressly described in its accepted proposal, estimate, work order, scope, or contract. Any work not expressly included is excluded. General references to a project, property, complete system, incidental work, related work, or similar broad descriptions do not add unpriced scope.
2.2 Clarifications and Exclusions. All clarifications, assumptions, exclusions, qualifications, and reserved pricing rights stated in the Service Provider’s accepted proposal or estimate remain part of the agreement and are not waived by performance of the Work.
2.3 Estimates and Time-and-Material Work. When pricing is expressly identified as an estimate or as time-and-material work, the stated amount is a guide rather than a guaranteed final price. Actual cost may change based on field conditions, quantities, concealed conditions, additional labor or materials, or other conditions encountered while performing the Work, and such Work may be billed at the Service Provider’s applicable rates.
2.4 Costs Advanced for Customer. The Customer is responsible for costs and expenses incurred or advanced by the Service Provider for the Customer’s account, together with a ten percent (10%) overhead charge, unless otherwise agreed in writing.
3. Plans, Design Information, Existing Conditions, and Code/AHJ Requirements
3.1 No Responsibility for Design by Others. The Service Provider is not responsible for the accuracy, completeness, coordination, code compliance, constructability, or design intent of plans, drawings,
specifications, engineering, layouts, or existing systems prepared or provided by others. Reasonable review, requests for information, shop drawings, field coordination, or performance of the Work do not transfer design responsibility to the Service Provider.
3.2 Design Conflicts and Infeasible Layouts. When plans, drawings, designs, or layouts are provided by the Customer, architect, engineer, or another party, the Service Provider is not responsible for discrepancies, conflicts, or conditions that render installation impractical or impossible as drawn. Corrective or additional Work resulting from such conditions is subject to a Change Order.
3.3 Final Documents and Authority Requirements. Pricing and schedule are based on the documents and information available and identified when the Work is priced. Final stamped drawings, authority-having-jurisdiction comments, permit requirements, design development, quantity, layout or routing changes, roof or shaft conditions, equipment changes, or other later requirements that affect cost, time, sequence, or risk are Change Order items.
3.4 Existing and Concealed Conditions. Any site-review or due-diligence obligation is limited to conditions actually known to the Service Provider, reasonably visible without destructive investigation, and expressly included in the price. Concealed, latent, unsafe, defective, non-code-compliant, hazardous, inaccessible, or materially different conditions are excluded and will be addressed by Change Order as appropriate.
3.5 Findings and Recommendations. To the extent the Service Provider provides findings, recommendations, plans, or specifications, no warranty is made, express or implied, except that such work will be prepared in accordance with generally accepted plumbing, heating, cooling, and mechanical practices applicable to the services provided.
3.6 Late or Incomplete Information. The Service Provider is not responsible for damages, delays, inefficiency, or additional labor caused by incomplete, inaccurate, conflicting, or late design information supplied by the Customer, architect, engineer, or another party outside the Service Provider’s control.
4. Customer Responsibilities and Excluded Supporting Work
4.1 Framing, Structural Work, and Openings. Unless expressly included in the written scope, additional framing, structural modifications, soffits, openings, chases, wall or ceiling alterations, or other construction required to accommodate ductwork, piping, equipment, or mechanical pathways are excluded from the Service Provider’s scope and are the Customer’s responsibility.
4.2 Customer-Caused Readiness Delays. Failure by the Customer or other responsible parties to complete required framing, structural work, predecessor work, access, or other project-readiness items in a timely manner may delay the Work and will not be attributed to the Service Provider.
4.3 Customer-Furnished or Customer-Directed Equipment. When equipment is furnished by the Customer, or when the Service Provider is directed to purchase equipment from a Customer-designated provider, including a national-account vendor, the Customer must provide complete vendor or supplier contact information needed to process warranty claims.
4.4 Warranty Work on Customer-Furnished Equipment. Labor and materials associated with troubleshooting, diagnostics, warranty filing, coordination, repair, removal, or reinstallation of Customer-furnished or Customer-directed equipment are billable to the Customer unless one hundred percent (100%) warranty coverage for both labor and materials is confirmed in writing by the manufacturer. If a manufacturer does not honor a labor or material warranty claim, the Customer shall provide written confirmation accepting financial responsibility.
4.5 Defective or Incorrect Customer Equipment. The Service Provider is not responsible for damage, delay, additional labor, or other impacts resulting from Customer-supplied equipment that is defective, missing, late, incompatible, or incorrectly specified.
4.6 Demolition Scope. When demolition is included, the Customer must provide or approve a clear and detailed identification of the equipment, materials, and components to be removed. General descriptions such as “HVAC removal” do not expand the scope. Demolition not specifically included in the written scope is excluded and requires a Change Order.
5. Payment Terms for Residential, Service, Replacement, and Other Non-Commercial Work
5.1 Applicability. This Section 5 applies unless the signed proposal or contract states different payment terms or Part II applies to the Work.
5.2 Down Payment. Unless otherwise stated in writing, fifty percent (50%) of the project price is due upon proposal acceptance. For time-and-material work, the down payment is fifty percent (50%) of the estimated project cost. Down payments allow the Service Provider to schedule labor and order equipment and materials and are non-refundable.
5.3 Payment Window. Unless otherwise stated in writing, the total invoiced amount is due upon receipt for projects with a total value of less than $20,000. For projects with a total value of $20,000 or more, payment is due Net 30. Invoices may be issued monthly, by progress, and/or upon completion of the Work, as appropriate.
5.4 Undisputed Amounts and Setoff. Invoices are payable without setoff except to the extent a specific right of withholding or setoff is expressly provided in a written agreement or in Part II. Any undisputed portion of an invoice remains due even if another amount is disputed.
5.5 Late Payment Charges. Past-due amounts are subject to a late payment charge of two percent (2%) per month, plus a $150 collection fee, to the extent permitted by applicable law.
5.6 Suspension for Nonpayment. The Service Provider is not required to continue or perform Work while the Customer is delinquent in payment. Suspension for nonpayment does not waive the Service Provider’s right to payment, lien rights, collection remedies, schedule relief, or other remedies.
5.7 Liens and Collection Remedies. For nonpayment, the Service Provider may preserve or record a lien against the property, initiate collection activity, file a claim or complaint with the Better Business Bureau, return materials or equipment to the vendor, sell materials or equipment that have not been paid for, retain unpaid equipment where lawful, and initiate legal proceedings. The Service Provider reserves the right to record a lien within forty-five (45) days after its last day of Work unless the account has been paid in full or other arrangements have been made. A $550 charge may be added for filing a lien and a $275 charge for filing a lien release, in addition to other amounts due.
5.8 Collection Costs and Venue. In any action to collect amounts due, the Customer shall pay the Service Provider’s reasonable attorneys’ fees, court costs, and collection expenses. Michigan law applies, and, to the fullest extent enforceable, the sole venue for legal proceedings shall be Benzie County, Michigan.
6. Change Orders, Extra Work, and Field Directives
6.1 Written Change Orders Are the Normal Requirement. The Service Provider is not required to perform changed, additional, accelerated, resequenced, disrupted, or out-of-scope Work without a written Change Order signed by the Customer and the Service Provider.
6.2 Directed or Accepted Extra Work. If the Customer directs, schedules, knowingly accepts, or benefits from changed or extra Work before Change Order paperwork is completed, the Service Provider’s right to payment, an equitable price adjustment, and additional time is preserved. The absence of completed Change Order paperwork does not make Customer-directed or Customer-accepted extra Work free of charge.
6.3 Change Order Information. Unless otherwise agreed in writing, when submitting a Change Order the Service Provider is required to provide the scope of the change, the price, and the estimated duration or schedule impact of the changed Work.
6.4 Force Majeure and Scope Impacts. Force majeure events and other conditions outside the Service Provider’s control that alter the scope, sequence, access, cost, or duration of the Work may result in a Change Order, schedule adjustment, or both.
7. Schedule, Delays, and Conditions Outside the Service Provider’s Control
7.1 Timely Performance. The Service Provider will perform the Work in a timely manner consistent with the agreed scope and project conditions, but is not responsible for delays that could not reasonably have been foreseen when the Work was priced or for delays caused by factors outside its control, including governmental action or inaction.
7.2 Customer and Third-Party Impacts. Delays resulting from Customer action or inaction, late approvals, late or inaccurate information, unavailable work areas, incomplete predecessor work, design conflicts, or conditions attributable to other parties are not the Service Provider’s responsibility and may result in schedule and price adjustments.
8. Safety and Temporary Suspension of Affected Work
8.1 Shared Safety Priority. The Customer and Service Provider agree that maintaining a safe jobsite is a shared priority. The Service Provider will promptly notify the Customer of safety concerns in areas outside the Service Provider’s control, and the Customer will address such concerns within a reasonable timeframe.
8.2 Right to Pause Unsafe Work. If an unsafe condition presents a risk to workers and cannot be promptly corrected, the Service Provider may temporarily pause Work only in the affected area until the condition is resolved. The pause will not constitute a default by the Service Provider.
8.3 Schedule and Cost Relief. The Service Provider is entitled to appropriate schedule adjustments and reimbursement of direct costs arising from a safety-related pause. The parties will communicate promptly and work cooperatively to resolve safety issues while minimizing disruption.
9. Materials, Equipment, Cost Increases, Storage, and Site Logistics
9.1 Included Pricing and Bid Assumptions. The price includes only permits, taxes, tariffs, fees, insurance, ordinary trade cleanup, ordinary tools, and logistics that are expressly included or were reasonably priceable when the Work was priced. Requirements, conditions, or costs not included or not reasonably priceable at that time are subject to the applicable Change Order and equitable-adjustment provisions of these Terms.
9.2 After-Pricing Cost Increases. If the Service Provider experiences a significant increase in material, equipment, freight, tariff, fuel, storage, labor, supplier, or other project costs through no fault of the Service Provider, the Service Provider will provide reasonable supporting evidence and the contract price and/or schedule shall be equitably adjusted or renegotiated.
9.3 Early Procurement and Storage. The Service Provider may purchase and store critical materials and equipment when it reasonably determines that doing so is necessary to protect price, availability, or schedule. The Customer and Service Provider will arrange storage, transport, and insurance so that the Service Provider does not incur unreimbursed additional cost.
9.4 Snow, Freeze, and Workable Conditions. Unless expressly included, the Service Provider is not responsible for thawing or maintaining thaw, or for making ground, slabs, trenches, substrates, access routes, or work areas thawed, workable, safe, or accessible. Snow removal performed by the Service Provider is time-and-material work unless otherwise agreed in writing.
10. Warranty
10.1 Manufacturer Warranty. Equipment supplied by the Service Provider carries the applicable manufacturer’s warranty, subject to the manufacturer’s terms and limitations.
10.2 Service Provider Workmanship and Materials Warranty. The Service Provider’s labor, workmanship, and materials are warranted for one (1) year after inspection acceptance, completion, Customer acceptance, beneficial use, or start-up of the applicable system, area, or portion of the Work, whichever occurs first.
10.3 Warranty Exclusions. The Service Provider’s warranty does not cover design errors or omissions by others, misuse, abuse, improper operation, inadequate or improper maintenance, pre-existing or concealed conditions, Customer-furnished or Owner-furnished items, normal wear, or damage caused by the Customer, Owner, occupants, other trades, or other parties outside the Service Provider’s control.
11. Suspension, Termination, and Cancellation
11.1 Termination for Cause. Termination or partial termination for cause requires a specific material default by the Service Provider, written notice describing the default, and a reasonable opportunity to cure, except where immediate action is legally required. Any completion costs charged to the Service Provider must be reasonable, documented, mitigated, and caused by the Service Provider’s uncured material default.
11.2 Non-Default Termination or Suspension. If the Customer cancels, terminates, redesigns, rephases, delays funding, suspends, or otherwise reduces the Work for reasons not caused by the Service Provider’s
uncured material default, the Service Provider is entitled to payment for all Work performed, materials and equipment purchased or committed, demobilization and remobilization, cancellation and restocking charges, other resulting costs, and applicable profit.
11.3 Payment Delinquency. In addition to the rights in Section 5, the Service Provider may discontinue Work and preserve, retain, return, or sell equipment or materials not previously paid for, to the extent permitted by law and the applicable contract documents.
12. Liability, Damages, and Indemnity
12.1 Limitation of Liability. In consideration of the services provided, the Service Provider’s liability for any act, error, or omission arising from the services is limited to the amount of the fee charged for the services giving rise to the claim, except to the extent liability results from the Service Provider’s gross negligence or willful misconduct.
12.2 Consequential and Similar Damages. The Service Provider is not liable for consequential, special, punitive, speculative, business-interruption, financing, lost-rent, lost-revenue, lost-profit, loss-of-use, or similar indirect damages.
12.3 Mutual Fault-Based Indemnity. Indemnity is mutual and fault-based. The Service Provider will indemnify the Customer against third-party claims only to the extent caused by the negligent or wrongful acts or omissions of the Service Provider or persons under its control. The Customer will likewise defend and indemnify the Service Provider against third-party claims to the extent caused by the Customer, Owner, designers, other trades, existing conditions, or parties outside the Service Provider’s control.
13. Other General Terms
13.1 Subcontracting. The Service Provider may subcontract any portion of the Work to duly licensed persons, firms, or corporations as permitted by applicable law.
13.2 Drawings and Work Product. Original documents, drawings, survey notes, and similar work product prepared by the Service Provider reflect its training, experience, and professional skill and remain the property of the Service Provider until full compensation is received. Upon full payment, copies of applicable final drawings prepared for the Customer may become the Customer’s property, subject to any third-party rights and restrictions.
13.3 Employee Non-Solicitation. During the period beginning on the date Work is completed and ending two (2) years later, the Customer shall not, without the Service Provider’s prior written consent, directly or indirectly solicit or encourage any person to leave the employment or other service of the Service Provider or its affiliates.
13.4 Marketing Communications. By purchasing equipment or services from the Service Provider, the Customer agrees to receive occasional marketing messages from the Service Provider, subject to applicable law. The Customer may unsubscribe from marketing messages using the opt-out method provided with the communication.
PART II — ADDITIONAL TERMS FOR COMMERCIAL, NEW-CONSTRUCTION, GC/CM, AND LARGE-PROJECT WORK
Applicability. This Part II applies when the Customer is acting as a general contractor, construction manager, owner/developer, commercial purchaser, or similar hiring party, or when the Work is performed under a subcontract, purchase order, schedule of values, retainage arrangement, prime-contract flow-down, or other large-project contracting structure. These provisions supplement Part I and control over inconsistent Part I provisions for such Work.
14. Contract Priority, Flow-Down, and Commercial Scope
14.1 Control of Terms. These Terms and Conditions and the Service Provider’s accepted proposal or estimate are part of the contract and control over conflicting general-contractor, Owner, prime-contract, general-condition, checklist, safety-manual, online, purchase-order, or flow-down terms unless the Service Provider signs a later written exception.
14.2 Limited Flow-Down. The Service Provider accepts upstream terms only to the extent they apply to the Service Provider’s own Work, were made available before pricing, and do not conflict with the Service Provider’s proposal, exclusions, price, schedule, payment rights, insurance, warranty, remedies, or these Terms.
14.3 Commercial Scope Protection. All exclusions in the accepted proposal or estimate remain excluded. References in other contract documents to the Project, multiple addresses, a complete system, incidental work, related work, or similar descriptions do not add unpriced scope or override the Service Provider’s written clarifications, assumptions, exclusions, or qualifications.
15. Commercial Payment, Applications, Waivers, Retainage, and Stored Materials
15.1 Commercial Payment Terms. The payment schedule stated in the signed commercial proposal, subcontract, purchase order, or other written agreement governs; however, payment terms for proper and undisputed Work, materials furnished, and approved stored materials shall not exceed Net 45.
15.2 No Pay-if-Paid. Owner nonpayment, funding issues, entity-recourse limitations, or similar upstream nonpayment are not a defense to payment of the Service Provider’s proper and undisputed amounts unless the nonpayment was directly caused by the Service Provider’s uncured material default. Undisputed amounts remain due even when another amount is disputed.
15.3 Schedule of Values Billing. The Service Provider may bill in accordance with the Schedule of Values. If the Customer disputes a billing item, the Customer must provide a clear written explanation identifying the specific disputed amount and the reason for the dispute. Billing to a Schedule of Values is based on the Service Provider’s contract price, and the Service Provider is not required to disclose its underlying costs.
15.4 Payment Applications. Approval, review, and rejection rights must be exercised reasonably and promptly. Any rejection of a payment application or billing item must identify the specific amount rejected, the reason, and supporting backup. A missed cutoff, administrative omission, or paperwork issue does not waive the Service Provider’s underlying payment rights.
15.5 Lien Waivers. The Service Provider will not sign an unconditional or final lien waiver until all related invoices and funds have been paid and cleared. Waivers from the Service Provider’s suppliers are not required to be notarized unless notarization is required by applicable law.
15.6 Retainage Release. Retainage shall be released by building, floor, phase, system, area, inspection acceptance, or other separately usable portion of the Work and shall not be held for unrelated Work. When applicable, retainage for each such portion shall be released within thirty (30) days after the Customer receives the applicable plumbing or mechanical inspection acceptance and required closeout documents from the Service Provider.
15.7 Stored Materials. Approved stored materials may be billed at the Service Provider’s contract price rather than supplier cost. Supplier invoices may be used to verify procurement or storage but do not convert the contract to cost-plus or time-and-material. Retainage may not reduce payment below one hundred percent (100%) of the Service Provider’s documented cost for stored materials. Title and risk for paid materials pass to the Customer, except for loss or damage caused by the Service Provider.
16. Withholding, Backcharges, Payment Assurance, and Commercial Suspension
16.1 Withholding and Backcharges. The Customer may withhold, set off, direct-pay, or backcharge only specific, documented, good-faith amounts directly tied to the Service Provider’s Work or uncured default. Written notice, reasonable backup, and a reasonable opportunity to cure are required except in a true emergency. Undisputed amounts remain payable.
16.2 Payment Assurance. Upon reasonable request before major procurement or material commitments, the Customer shall provide evidence of project financing, Owner funding, payment-bond coverage, or other reasonable payment assurance.
16.3 Suspension for Amounts More Than 60 Days Overdue. If proper and undisputed amounts are more than sixty (60) days overdue, the Service Provider may suspend Work after notice and is entitled to appropriate additional time and compensation for resulting delay, demobilization, remobilization, inefficiency, escalation, and other impacts. The Service Provider may also retain equipment that has not been paid for, to the extent permitted by law.
17. Commercial Changes, Change Pricing, and Cost Backup
17.1 Changes and Field Directives. The Service Provider is not required to perform changed, extra, accelerated, resequenced, disrupted, or out-of-scope Work without a signed Change Order. If the Customer nevertheless directs, schedules, knowingly accepts, or benefits from changed Work before paperwork is complete, the Service Provider’s right to payment and time is preserved.
17.2 Change Pricing Information. For Change Orders, the Service Provider need only provide the scope, price, and estimated schedule impact unless another method is agreed in writing.
17.3 Confidential Cost Information. The Service Provider is not required to disclose confidential payroll information, supplier pricing, rebates, overhead, burden, margin, profit, or internal cost data except to the extent required by law or expressly agreed in writing before the applicable Work is performed.
18. Commercial Delays, Acceleration, Damages, and Decision-Making
18.1 Time and Compensation for Impacts. The Service Provider is entitled to appropriate time and compensation for delay, disruption, trade stacking, resequencing, acceleration, overtime, multiple mobilizations, late approvals, late information, site unavailability, incomplete predecessor work, supply-chain issues, weather, governmental action, or other causes outside the Service Provider’s control.
18.2 Daily Charges and Delay Damages. No daily charge, liquidated damages, delay damages, or similar assessment applies unless the Service Provider is finally determined to have caused a culpable, non-excusable critical-path delay after concurrent and excusable delays are taken into account. The applicable schedule, milestones, impact, and the Service Provider’s responsibility must be documented, with notice and a reasonable opportunity to cure before assessment.
18.3 Aggregate Cap on Retainage and Delay-Type Damages. At no time may the combined amount of retainage, liquidated damages, delay damages, and consequential damages exceed ten percent (10%) of the Service Provider’s total contract value. This limitation is in addition to the consequential-damages exclusion in Part I.
18.4 Reasonable Decisions. Any approval, rejection, satisfaction, inspection, quantity, payment, or acceptance decision affecting the Service Provider must be made reasonably, promptly, in good faith, and based on objective contract requirements.
19. Commercial Insurance, Risk of Loss, Site Security, and Safety Remedies
19.1 Baseline Insurance. Unless different coverage was expressly agreed and priced before bid or contract acceptance, the Service Provider’s baseline insurance consists of commercial general liability coverage of $1,000,000 per occurrence and umbrella/excess coverage of $5,000,000 aggregate, consistent with the Service Provider’s existing insurance program.
19.2 Special Insurance Requirements. Special endorsements, pollution coverage, mold, microbial or Legionella coverage, professional coverage, project-specific policies, higher limits, bonds, or ten-year completed-operations requirements apply only if commercially available, specifically priced, and confirmed by
the Service Provider’s insurer. Insurance checklists and certificates evidence available coverage only and do not expand policy terms. Added premium or compliance costs are Change Order items.
19.3 Risk of Loss and Site Security. The Service Provider is responsible for loss or damage only to the extent caused by its negligence or failure to use reasonable protection. The Customer and/or Owner is responsible for site security, access control, theft, vandalism, weather, fire, flood, other trades, force majeure, and builder’s-risk or property-insurance risks.
19.4 Safety Rules, Fines, and Work Stoppages. The Service Provider will comply with applicable safety laws and reasonable project safety rules. Fines, added supervision, work stoppages, backcharges, or termination for safety issues apply only to specific, documented violations caused by the Service Provider, after written notice and a reasonable opportunity to cure, except in an immediate-danger emergency. Duplicate remedies for the same safety issue are not permitted.
20. Commercial Termination and Convenience Impacts
20.1 Cause and Cure. Any termination or partial termination for cause remains subject to Section 11.1, including a specific material default, written notice, and reasonable cure opportunity. Claimed completion costs must be reasonable, documented, mitigated, and caused by the Service Provider’s uncured default.
20.2 Convenience, Redesign, Phasing, Funding Delay, or Suspension. Any non-default cancellation, termination, redesign, rephasing, funding delay, suspension, or reduction of the Work requires payment of the Service Provider’s resulting costs and applicable profit, including Work performed, committed materials and equipment, cancellation costs, demobilization, remobilization, inefficiency, and schedule impacts.
21. Michigan Remedies, No Waiver, and Notice of Claims
21.1 Michigan Statutory Remedies. Because the Work is performed in Michigan, Michigan lien, bond, trust-fund, prompt-payment, and other statutory payment and collection remedies are preserved to the fullest extent permitted by law, in addition to the remedies stated elsewhere in these Terms.
21.2 No Waiver by Performance. Performance of Work, procurement, attendance at meetings, submission of payment applications, daily sign-ins, notices, or continued Work does not waive these Terms or the Service Provider’s unpaid claims, Change Order rights, schedule rights, lien rights, or other remedies.
21.3 Notice and Claim Preservation. Notice of claims, changes, delays, impacts, concealed conditions, errors, or omissions may be given within a reasonable time after the Service Provider learns of the issue. A short initial notice is sufficient to reserve rights, and supporting backup may follow when known. Emails, daily tickets, meeting minutes, requests for information, photographs, and similar project communications constitute written notice when they reasonably identify the issue.
