STANDARD TERMS AND CONDITIONS OF CONTRACT

CUSTOMER'S DESIGN SERVICES CONTRACT

Customer's Design Services Contract (“Contract”) will be reviewed and signed by Customer and Midwest House Plans (“Midwest”). Only the Contract and these Standard Terms and Conditions of Contract will be considered valid.

CREDIT APPROVAL

Standard business practice suggests all orders be credit approved, and this order shall not be binding until credit arrangements satisfactory to Midwest have been consummated and any required Customer deposit received. Midwest reserves the right, at its sole discretion, to deny credit to any Customer at any time.

TERMS OF SALE

Payment is due in full within fifteen (15) days of invoice by Midwest for the work set forth on the Contract. Interest was not factored into the proposed price, so it will be added to all overdue or otherwise delinquent accounts at the rate of 1.5% per month on non-disputed invoices. If payment is not received by Midwest within fifteen (15) days, any and all discounts given by Midwest on the invoice shall be null and void. If Customer disputes any portion of an invoice, it must notify Midwest within ten (10) days from the invoice date. Payment terms for the non-disputed portions of the invoice are as set forth herein. In addition, Customer agrees to pay Midwest’s reasonable attorney and/or fees and expenses if legal, lien or collection action is necessary to collect payments for the same. NO RETAINAGE IS ALLOWED. In the event payment is not received within the payment terms stated herein, Midwest may, at its sole discretion, cease all work on any and all work being done by Midwest for the Customer until all payment for work performed is received in relation to non-disputed invoices. If Customer disputes an invoice or any portion thereof, along with its notice Customer must set forth the detailed reason for the dispute, the amount in dispute, and applicable part of the Proposal that the work performed by Midwest does not comply. The parties have an additional twenty (20) days to resolve a disputed invoice before the invoice becomes overdue.

TAXES

If required to be collected under Wisconsin law, sales tax or use tax will increase your price equal to the amount of the tax as imposed unless Customer provides a valid Resale Certificate.

DELAYS

Delays do occur in spite of everyone's efforts and Midwest will not be responsible for delays due to strikes, fire, theft, vandalism, weather conditions, Customer’s failure to timely submit necessary documents or information, or any other acts or circumstances beyond its control.

SERVICE DATES

If quoted, Service Dates are contingent upon Midwest's receipt of complete information from Customer. Any lead times as quoted begin when this written information is received by Midwest. Of course, lead times are good faith estimates and are not construed to become the basis of the bargain, a contract term, or imply in any way that time is of the essence. In the event Midwest has ceased doing work due to non-payment as set forth above on non-disputed invoices, once payment is received, Midwest shall then reschedule the project at a time convenient to Midwest. All dates given at the commencement of the project shall be null and void in the event of a work stoppage due to non-payment.

ELECTRONIC FILES

Midwest does not maintain ownership of the designs and/or specifications furnished by Customer to Midwest, however Midwest does maintain ownership of the Design Drawings, files and perspectives generated by Midwest in accordance with the Contract. All Design Drawings, files and perspectives generated by Midwest are the copyright property of Midwest. Midwest will not release any work product in a modifiable form until Midwest is paid current and in full on all non-disputed invoices for the work set forth in the Contract. Any electronic files, Design Drawings, or any other work performed by Midwest in accordance with the Contract are not to be manipulated in any way or used to start and/or continue with any other project.

STANDARD OF CARE

The standard of care for all professional services performed or furnished by Midwest under this Agreement will be the skill and care used by members of its profession practicing under similar circumstances at the same time and in the same locality. Except as set forth in this agreement, MIDWEST MAKES NO OTHER GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER SUCH WARRANTIES OR GUARANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY MIDWEST.

LIMITATIONS AND REMEDIES

IN THE EVENT MIDWEST IS IN BREACH OF THE TERMS OF THIS CONTRACT, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS TO OBLIGATE MIDWEST TO RETURN UP TO A MAXIMUM OF THE ENTIRE AMOUNT PAID BY CUSTOMER TO MIDWEST, PROVIDED CUSTOMER SHALL NOTIFY MIDWEST IN WRITING OF ANY SERVICE DEFECTS WITHIN SIXTY (60) DAYS OF DISCOVERY OF SUCH DEFECT. IN THE ABSENCE OF SUCH TIMELY NOTICE, CUSTOMER SHALL BE BARRED FROM THE REMEDIES AS ALLOWED HEREIN. THE REMEDIES HEREIN PROVIDED CUSTOMER SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS CONTRACT AND IS EXPRESSLY MADE IN SUBSTITUTION OF ANY AND ALL REMEDIES AT LAW. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO EACH OTHER FOR LIQUIDATED, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER. IF EITHER PARTY BREACHES THIS AGREEMENT, THE NONBREACHING PARTY RESERVES THE RIGHT TO EXERCISE ANY AND ALL OF ITS RIGHTS AND REMEDIES AVAILABLE UNDER AND LIMITED BY THIS AGREEMENT, WHICH RIGHTS AND REMEDIES SHALL BE CUMULATIVE.

CHOICE OF LAW FORUM

Any action arising out of or related to the transactions contemplated by this Proposal shall be governed and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of laws provisions wherever contained. In the event of a dispute, Midwest shall have the sole discretion to determine if the dispute will be resolved by mediation, binding arbitration, or filing of litigation. THE PARTIES AGREE THAT ANY LITIGATION SHALL BE CONDUCTED EXCLUSIVELY IN THE MARATHON COUNTY CIRCUIT COURT LOCATED IN WAUSAU, WISCONSIN, WITHOUT A JURY, AND THE PARTIES HEREBY CONSENT TO SUCH JURISDICTION AND WAIVE ANY PERSONAL JURISDICTION OR VENUE OBJECTIONS (INCLUDING FORUM NON CONVENIENS) TO SUCH FORUM.

LIEN RIGHTS

Midwest hereby gives notice to Customer that Midwest is acting as a subcontractor and/or supplier for Customer’s project as set forth on the Contract. In the event of non-payment or breach of the Contract by Customer for services rendered by Midwest, Midwest reserves the right, in accordance with applicable state law, to file a lien on the project for which Midwest provided services.

SEVERABILITY

If any section (or part of a section) hereof is found to be unenforceable in each additional proceeding, then the remainder shall continue in full force and effect as if the unenforceable section (or part thereof) did not exist.