Standard Terms and Conditions

(Effective as of November 26, 2024)

Mongiovi’s offer or agreement to furnish or perform labor, materials, services or other work (the “Work”) is subject to the following standard terms and conditions agreed to by Mongiovi and Customer (including any persons or entities that the Customer represents in this transaction) (collectively, the “Parties”):

1.      Change Orders and Extra Work. The Customer may subsequently direct or order modifications, additions, or deletions to the original scope of Work detailed in the Quote or Agreement after it is accepted by Customer (“Change Order”). Mongiovi will promptly review and respond to Change Order requests submitted by the Customer. In the event of a Change Order, Mongiovi is entitled to a fair and equitable adjustment to the contractually agreed price and schedule to complete its Work. Mongiovi has the right, in its discretion, to refuse to proceed with performing extra work under a Change Order until the Parties agree in writing on the adjustment to the agreed price and schedule for Mongiovi to complete its Work. Customer must not unreasonably withhold or delay approval of proposed written Change Orders submitted by Mongiovi. 

2.      Payment. Customer agrees to make timely payment to Mongiovi for Work furnished and completed. Unless otherwise agreed in a writing signed by Mongiovi, payment is due by Customer upon receipt of an invoice for the Work. Interest on the amount due will accrue at the rate of 1.5% per month. Interest will become due and payable if payment in full on the invoice is not received within thirty (30) days of the due date, subject to Customer’s right to withhold payment in strict accordance with the Payment Withholding procedure set forth below. 

3.      Payment Withholding. The Customer may withhold payment from Mongiovi for deficient or incomplete Work, but only if: (a) the withheld amount is reasonable based on the value or cost of the deficient or incomplete Work and (b) the Customer provides Mongiovi with a written explanation of its good faith basis for withholding payment within seven (7) days of receipt of the invoice. If the Customer withholds payment in accordance with this provision, it remains obligated to remit payment for all other satisfactorily completed Work. Further, once the deficient or incomplete Work is corrected or satisfactorily completed, the Customer must remit payment of the withheld amount within five (5) days without the need for an additional invoice. If the Customer believes any invoice is incorrect, the Customer must give written notice to Mongiovi within seven (7) days of receipt of the invoice and timely pay the amount that it considers correct in accordance with the payment schedule of this Agreement. If Customer does not strictly comply with this provision, it forfeits the right to withhold payment from Mongiovi.

4.      Indemnification.  Each Party to the Agreement related to the Work ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party ("Indemnified Party") from and against any and all claims, damages, liabilities, losses, costs, and expenses, including reasonable attorney's fees and costs, arising out of or related to the Indemnifying Party's acts, omissions, or negligence related in any way to the performance of their respective obligations under this Agreement or the Work. This duty to indemnify shall extend to any claims brought by third parties, including but not limited to clients, customers, insurers, subcontractors, or other entities, arising out of or related to the Indemnifying Party's actions, omissions, or negligence. Notwithstanding any other provision of this Quote or Agreement, the obligations of the Parties under the Agreement shall not be limited by any workers' compensation or similar laws. The Indemnifying Party shall be responsible for indemnifying the Indemnified Party for claims that would otherwise be barred by workers' compensation or similar laws.

5.      Limitation of Liability.  THE PARTIES MUTUALLY WAIVE ALL CLAIMS AND LIABILITY AGAINST EACH OTHER FOR DAMAGES FOR LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST REVENUE, LOSS OF OPPORTUNITIES, LOSS OF ELECTRONIC DATA, OR FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND OR NATURE BEYOND DIRECT DAMAGES FOR BREACH OF THE AGREEMENT TO PERFORM THE WORK. THE CUSTOMER FURTHER AGREES THAT MONGIOVI IS NOT LEGALLY RESPONSIBLE FOR ANY POOR, DEFECTIVE OR DEFICIENT CONDITION OF ANY PLUMBING, PIPING, FIRE PROTECTION SYSTEM COMPONENTS, FIXTURES, EQUIPMENT OR OTHER ASPECTS OF JOB SITE THAT EXISTED PRIOR TO MONGIOVI PERFORMING ITS WORK OR THAT WERE NOT CAUSED BY MONGIOVI’S NEGLIGENT ACTS OR OMISSIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT MONGIOVI’S TOTAL LIABILITY TO CUSTOMER (OR ITS PRINCIPALS OR AGENTS) FOR ANY CLAIM THAT CUSTOMER (OR ITS PRINCIPALS OR AGENTS) MAY BRING FOR DAMAGES AGAINST MONGIOVI—INCLUDING BUT NOT LIMITED TO ANY ACTION, INACTION, BREACH OF CONTRACT, OR NEGLIGENCE BY MONGIOVI—SHALL NOT EXCEED $20,000, OR THE TOTAL FEE FOR SERVICES RENDERED BY MONGIOVI UNDER THIS AGREEMENT, WHICHEVER IS GREATER.

6.      Waiver of Subrogation.  The Parties mutually agree to waive and release one another from all claims with respect to any loss covered by insurance.  For the purposes of this section, all deductibles are considered insured losses. The Parties also mutually agree that their respective insurance companies shall have no right of subrogation against the other for any claim or loss, including but not limited to a loss of any nature arising out of or connected to Mongiovi’s actions or inactions (including its own negligence) in any way, and that any such subrogation claims by insurance companies related to the Work or this Agreement are waived.

7.      Dispute Resolution. (a) The sole and exclusive forum or locale for any arbitration, litigation, or any other form of proceeding regarding a claim, dispute, or arbitration award arising from or related to this Agreement or the Work is Allegheny County, Pennsylvania. (b) Mongiovi, in its sole discretion, has the right to elect to have any claim and dispute arising from or related to this Agreement or the Work decided by either a court of competent jurisdiction or by arbitration administered by the American Arbitration Association (“AAA”) and decided by a single arbitrator in accordance with the AAA’s Construction Industry Arbitration Rules (“AAA Rules”). (c) The final award in any arbitration administered pursuant to this Agreement shall be binding on the Parties and entitled to full force and effect by a court of competent jurisdiction (or an arbitrator in any subsequent arbitration) as a judgment. (d) The prevailing party in any dispute resolution proceeding arising from or related to this Agreement or the Work shall be awarded its reasonable attorneys’ fees and legal costs incurred. If, however, the non-prevailing party made a prior settlement offer in writing that the arbitrator or court decides is more favorable than the final outcome of the arbitration or litigation, any attorney’s fees and legal costs that may be awarded to the prevailing party shall be limited to those incurred as of the date such settlement offer was delivered to the prevailing party. (e) Notwithstanding the foregoing, the Customer agrees that in any dispute in which Mongiovi is represented by an attorney and prevails on its claim regarding collection of a debt owed by the Customer (or its principals) related to the Work, Mongiovi shall be entitled to receive a minimum attorney fee award of at least $750 or 20% of the total debt owed, whichever is greater, which Customer agrees is a reasonable fee and shall be awarded to Mongiovi without the need for additional evidence or affidavits of attorneys’ fees incurred. This provision does not preclude Mongiovi from recovering an attorney fee award greater than this minimum sum based on sufficient evidence of actual attorneys’ fees incurred.

8.      Applicable Law. This Agreement, including the terms and conditions set forth herein, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without any reference or application to conflict of laws rules or principles. In any Dispute Resolution proceeding arising from or related to this Quote/Agreement or the Work, the laws of the Commonwealth of Pennsylvania shall apply to decide or adjudicate the dispute.