1. Governing Terms. These Bulletproof Insulation LLC Standard Terms & Conditions (“Terms”) apply to and govern any and all Work, as defined herein, performed from time to time by BULLETPROOF INSULATION LLC, a Montana limited liability company (“Bulletproof”). Bulletproof offers to perform Work solely pursuant to a written agreement together with these Terms, and any acceptance by Customer (as defined herein) is expressly limited to such written agreement together with these Terms, except as otherwise specifically agreed in a writing signed by Bulletproof. Any additional or different terms proposed by Customer in any offer, acceptance, confirmation or other document are rejected by Bulletproof. For purposes of these Terms, “Customer” means any person or entity hiring Bulletproof to perform Work from time to time.

2. Work. Bulletproof shall complete the services more particularly described in the Agreement, as defined herein, as modified by mutual written consent of Bulletproof and Customer pursuant to Section 3 of the Terms (collectively, the “Work”).

3. Changes in the Work and Time. Customer and Bulletproof may mutually agree in writing to changes within the general scope of the Agreement consisting of additions, deletions or other revisions (each a “Change Order”), and the price and the contract time shall be adjusted accordingly. Each Change Order shall be subject to a fee equal to five percent (5%) of the total price of the Work. If unknown physical conditions are encountered at the site that differ materially from those ordinarily found to exist, the price and the contract time shall be subject to equitable adjustment. If Bulletproof is delayed by labor shortages or disputes, delay in deliveries, delay in materials, severe weather, pandemic or similar events beyond the control of Bulletproof, the contract time shall be subject to equitable adjustment.

4. Prices. The prices for Work are contained in Bulletproof’s agreement contract, proposal, quote, order or invoice (as applicable, and together with the Terms, the “Agreement”).

5. Change in Prices. In the event that there are significant increases in the prices that Bulletproof pays for labor, materials or supplies for the Work to be performed between the date the Agreement is signed and the date that materials or supplies are purchased or the Work is performed, Bulletproof shall be entitled to additional compensation from Customer, as described herein. A significant increase in price is defined herein as an increase as to any specific items of materials, supplies or labor of five percent (5%) or more. In such a case, Customer shall pay to Bulletproof, on request, all sums by which the cost to Bulletproof for any such items of materials, supplies or labor has increased beyond 5%. Bulletproof is entitled to demonstrate this price increase through the use of quotes, supplier list prices, invoices or receipts, when requested. Bulletproof shall not be responsible for increased prices of materials or supplies when caused by delays, shortages or unavailability of materials or supplies due to conditions not caused by Bulletproof.

6. Deposit. A non-refundable deposit of 50% is required upon Agreement execution and prior to the commencement of any Work to secure scheduling and materials.

7. Payment. The remaining balance is due immediately upon substantial completion of the Work. All payments for the Work are payable on the terms stated in Bulletproof’s Agreement. If an Agreement does not specify payment terms, all payments are due ten (10) days from the date of invoice. All payments will be made in U.S. dollars. All amounts past due will be charged interest at a rate of 1.25% per month to be paid by Customer. If requested by Bulletproof, Customer will provide financial information of Customer to enable Bulletproof to assess Customer’s ability to perform its payment obligations. If Bulletproof reasonably believes Customer may be unable to fulfill its payment obligations, Bulletproof, without prejudice to any other rights or remedies, may suspend or terminate its performance, require full or partial advanced payment from Customer, or impose security or other arrangements to secure Customer’s payment obligations.

8. Site. Customer is responsible for providing clear, unobstructed access to the work area. Clean, unobstructive access includes the securing of any and all animals. Bulletproof is NOT responsible for moving personal property, debris, or hazardous materials. If the site is not ready for installation upon Bulletproof’s crew arrival (e.g., lack of access, unready Substrates), a minimum mobilization fee of $500.00 will be charged.

At the completion of the Work, the Bulletproof shall remove its tools, equipment, machinery and surplus material and supplies and shall properly dispose of waste materials.

9. Concealed Conditions. The Agreement is based on visible conditions. Any concealed defects (structural issues, pest infestation, faulty wiring, or mold) discovered during installation will be reported to Customer. Remediation is Customer’s responsibility and expense and will require a written Change Order.

10. Substrate. All application surfaces (“Substrates”) must be clean, dry, and structurally sound. Customer is responsible ensuring that the Substrate is clean, dry and structurally sound. BULLETPROOF SPECIFICALLY DISCLAIMS ALL WARRANTIES FOR INSTALLATIONS OVER NON-APPROVED SUBSTRATES, INCLUDING BUT NOT LIMITED TO, FLEXIBLE BARRIERS, HOUSE WRAP (TYVEK), FELT PAPER, OR TAR PAPER, SUBSTRATES WITH MOISTURE, FROST, DUST, OIL OR CHEMICAL RESIDUE, UNSTABLE MATERIALS, DELAMINATING PLYWOOD OR NON-RIGID PLASTICS.

11. Substrate Movement; Incompatibility. Bulletproof shall not be liable for insulation failure (delamination or sagging) resulting from Substrate movement or chemical incompatibility.

12. Customer Acknowledgements. Customer understands, acknowledges and agrees that:

a. FOR SPRAY FOAM APPLICATIONS, THE WORK SITE MUST BE VACATED BY HUMANS AND ANIMALS DURING INSTALLATION AND FOR A MINIMUM OF TWENTY-FOUR (24) HOURS (OR PER MANUFACTURER SPEC) FOLLOWING COMPLETION FOR SAFETY AND PROPER VENTILATION.
b. Due to the nature of expansive materials, spray foam depths are calculated as a project average with a permissible nominal variance of ½ inch.
c. Installation shall meet or exceed specified R-values per manufacturer specifications, applicable Montana building codes, and industry best practices.
d. Bulletproof provides no guarantee regarding specific utility bill savings, as thermal performance is subject to, among other variables, occupant behavior, building envelope integrity, and HVAC efficiency.

13. NO SPECIAL DAMAGES. BULLETPROOF WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING FROM OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF BULLETPROOF KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. IN ADDITION, IN NO EVENT WILL BULLETPROOF’S TOTAL LIABILITY ARISING FROM OR RELATED TO THE TRANSACTIONS HEREUNDER (INCLUDING ANY WARRANTY CLAIMS), WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNT CUSTOMER PAID TO BULLETPROOF FOR THE SPECIFIC WORK GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT.

14. Limited Warranty; Disclaimer of Warranties. Bulletproof shall, for a period of one (1) year from the date of completion as evidenced by Bulletproof’s Agreement, correct any of the Work not conforming to the requirements of this Agreement. This warranty does NOT cover damage from moisture, roof leaks or third-party trades. With the exception of the foregoing sentences, BULLETPROOF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY CONSTITUTES BULLETPROOF’S SOLE LIABILITY AND OBLIGATION, AND CUSTOMER’S SOLE REMEDY, FOR ANY BREACH OF WARRANTY OR OTHER NONCONFORMITY OF PRODUCTS. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. BULLETPROOF MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

In the event of a suspected defect, Customer must provide Bulletproof written notice and a commercially reasonable opportunity to inspect and repair the Work before initiating any third-party repairs or legal action. The use of any third-party to perform repairs or the institution of any legal action VOIDS the limited warranty set forth in this Section 14.

Customer acknowledges that Bulletproof has set its prices and fees, and has agreed to perform the Work, in reliance on the limitations of liability, disclaimer of warranties and exclusive remedies set forth in these Terms, and that such provisions form an essential basis of the bargain between the parties, without which Bulletproof would not have agreed to perform the Work.

15. Conflict. If there is any conflict between the Terms and any other document comprising the Agreement, the provision of such agreement, proposal, order, invoice or other written agreement signed by Bulletproof will control.

16. Attorney Fees. In the event of a default by Bulletproof or Customer under this Agreement, the non-defaulting party shall be entitled to recover from the defaulting party all expenses incurred by the non-defaulting party by reason of such default, including, without limitation, reasonable attorneys’ fees and costs and court costs, whether such amounts are incurred with or without legal action.

17. Force Majeure. Bulletproof will not be liable for any delay or failure by Bulletproof to furnish Work due to causes beyond its control, such as acts of God, fires, epidemics, pandemics, floods, riots, wars, terrorism, labor disputes, governmental actions or the inability to obtain on commercially reasonable terms sufficient materials, labor, components, energy, services, facilities or transportation.

18. Waiver. Bulletproof’s waiver of any right it may have or any default by Customer will not be a continuing waiver of such right or default or a waiver of any other right Bulletproof may have under these Terms. No waiver by Bulletproof will be effective except pursuant to a writing signed by Bulletproof.

19. Severability. If any provision of these Terms is determined to be invalid or unenforceable, such provision will be enforced to the extent possible and the remaining provisions will remain in full force and effect.

20. Governing Law; Forum. This Agreement shall be governed by the laws of the State of Montana applicable to contracts made and to be performed wholly within such State, without regard to principles of conflicts of laws.

Customer hereby irrevocably and unconditionally consents and submits to the in personam jurisdiction of any court in Yellowstone County, State of Montana, having jurisdiction over matters relating to this Agreement.

21. Assignment. Customer may not assign any of its rights or delegate any of its obligations under these Terms, whether voluntarily, by operation of law or otherwise, and any purported assignment or delegation without written consent of Bulletproof will be null and void. Bulletproof may assign its rights and/or delegate its obligations under these Terms upon written notice to Customer.

22. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the parties to this Agreement, any right or remedy of any nature whatsoever.

23. Entire Agreement. These Terms, along with any Customer Agreement and any other written agreement relating to the Work signed by Bulletproof, constitute the entire agreement between Customer and Bulletproof with regard to the Work and expressly supersede and replace any prior or contemporaneous agreements relating thereto. These Terms may not be superseded, cancelled or amended except in a writing signed by each party.