Terms & Conditions

The Agreement consists of the accepted proposal, these Terms and Conditions, approved change orders, and any additional documents expressly incorporated into the Agreement in writing by both parties.

In the event of a conflict between contract documents, any written amendment or change order signed by both parties that expressly modifies the conflicting provision shall control. Otherwise, the order of precedence shall be as expressly agreed upon in writing by the parties.

Pro-West's proposal, scope descriptions, exclusions, and qualifications shall not be modified by conflicting provisions in other documents unless Pro-West expressly agrees to such modifications in writing.

Where a separate subcontract or construction agreement has been executed by both parties, any conflicting terms shall be resolved according to that agreement's applicable order-of-precedence provisions. Nothing in this section overrides mandatory requirements of applicable law.

Any modification, addition, deletion, or deviation from the original Scope of Work, including changes requested by Customer, the general contractor, architect, engineer, or other authorized representative, may result in an adjustment to the Contract Price and project schedule.

Changes shall be documented through a written change order identifying the additional or revised Work, associated costs, and any anticipated schedule impacts.

Pro-West shall not be obligated to perform additional Work without appropriate written authorization, except where immediate action is reasonably necessary to protect persons, property, or the Work from imminent damage.

The Contract Price is based on conditions reasonably observable or disclosed at the time of estimating.

Pro-West shall not be responsible for unforeseen, concealed, or previously undisclosed conditions, including but not limited to deteriorated substrates, concealed water damage, structural deficiencies, unsuitable decking, improperly installed existing materials, or conditions that prevent installation in accordance with manufacturer requirements.

If such conditions are discovered, Pro-West shall notify Customer and may suspend the affected portion of Work until the condition is evaluated and an appropriate course of action is authorized.

Any additional labor, materials, equipment, or services required to address these conditions shall constitute additional Work and may result in an adjustment to the Contract Price and schedule.

If conditions arise during construction that present an immediate risk of water intrusion, property damage, personal injury, or deterioration of the Work, Pro-West may perform reasonable temporary protective measures necessary to reduce the immediate risk when obtaining prior written authorization is not reasonably practicable.

Pro-West shall make reasonable efforts to notify Customer before performing such measures and shall document the circumstances and associated costs.

Emergency protective Work outside the original Scope of Work shall be treated as additional Work, with compensation subject to the Agreement and applicable law.

Pro-West shall not be responsible for delays caused by circumstances beyond its reasonable control, including but not limited to:

Pro-West shall be entitled to a reasonable extension of the project schedule for delays beyond its control, subject to applicable notice requirements and the Agreement.

If Pro-West's scheduled Work is delayed, interrupted, suspended, or required to be performed out of its planned sequence due to circumstances outside Pro-West's reasonable control, Pro-West may be entitled to an equitable adjustment of the Contract Price and schedule.

Additional costs may include labor inefficiencies, equipment standby, storage, additional mobilization, demobilization, supervision, and other reasonable project-related expenses directly resulting from the disruption.

Pro-West shall provide reasonable notice of anticipated impacts and supporting documentation where applicable.

Customer shall provide reasonable access to the project site and ensure that areas scheduled for Pro-West's Work are available and sufficiently prepared for the contracted operations.

Pro-West shall not be responsible for delays or additional costs resulting from incomplete prerequisite work, interference by other trades, or conditions that prevent the Work from proceeding as reasonably scheduled.

Any resulting adjustments to the Contract Price or schedule shall be addressed in accordance with the Agreement.

If Customer fails to make payment when due under the Agreement, Pro-West may provide written notice identifying the outstanding amount and requesting payment.

If the outstanding amount remains unpaid after the applicable notice and cure period required by the Agreement or law, Pro-West may suspend performance of the Work until payment is received, to the extent permitted by applicable law.

Pro-West shall be entitled to a reasonable extension of the project schedule for any authorized suspension and may recover reasonable costs directly resulting from the suspension, including demobilization, remobilization, equipment, storage, and related expenses, to the extent permitted by the Agreement and applicable law.

Pro-West shall not be responsible for delays directly resulting from a lawful suspension for nonpayment.

Suspension shall not waive Pro-West's right to recover amounts properly owed or exercise other remedies available under the Agreement or applicable law.

Unless expressly included in the Scope of Work, Pro-West is not responsible for evaluating, repairing, or correcting existing building deficiencies, including concealed damage, structural defects, deteriorated materials, or previously installed systems.

Pro-West's performance of the contracted Work shall not constitute acceptance, certification, or warranty of existing construction or components installed by others.

If existing conditions are discovered that may affect the performance or integrity of the Work, Pro-West shall notify Customer and may require correction of those conditions before proceeding.

Pro-West shall not be responsible for the design, condition, performance, or integrity of existing waterproofing systems, weather-resistive barriers (WRBs), flashing assemblies, drainage components, or other moisture-control systems installed by others, except to the extent Pro-West expressly assumes responsibility under the Agreement.

Pro-West does not warrant the performance of existing or third-party moisture-control systems merely because its Work is installed adjacent to, over, or in connection with those systems.

Where existing or third-party components are unsuitable for the intended installation, Pro-West may recommend corrective measures or additional waterproofing services.

Such corrective measures shall constitute additional Work unless expressly included in the original proposal.

Pro-West shall remain responsible for its own Work to the extent required by the Agreement and applicable law.

Pro-West shall not be responsible for defects, damage, water intrusion, or system failures caused by work performed by other contractors, subcontractors not under Pro-West's control, or other third parties.

This includes unauthorized modifications, penetrations, alterations, or damage to completed roofing, waterproofing, architectural metal, or related assemblies.

Repairs required due to damage or alterations caused by others shall constitute additional Work unless otherwise agreed in writing.

Pro-West warrants that its Work will be performed in a professional and workmanlike manner consistent with the applicable contract requirements.

Any specific workmanship warranty period, coverage, and conditions shall be identified in the proposal, a separate written warranty, or another applicable contract document.

Nothing in this section eliminates warranties or remedies that cannot lawfully be excluded.

Roofing membranes, waterproofing products, architectural metal systems, coatings, insulation, and other materials may be covered by warranties issued by their respective manufacturers.

Manufacturer warranties are separate from Pro-West's workmanship warranty and are subject to the manufacturer's applicable terms, conditions, exclusions, and requirements.

Pro-West does not independently guarantee the performance of a manufacturer or assume obligations under a manufacturer's warranty unless expressly agreed in writing.

To the extent permitted by applicable law and the applicable warranty, Pro-West's workmanship warranty does not cover failures or damage attributable to:

These exclusions do not relieve Pro-West of responsibility for defective Work or other liability that cannot lawfully be excluded.

Customer shall notify Pro-West in writing upon discovery of a suspected defect and provide a reasonable description of the condition.

Customer shall provide Pro-West reasonable access and an opportunity to inspect the affected Work and perform corrective measures where required under the Agreement or applicable law.

Customer shall take reasonable steps to prevent additional damage while the condition is being evaluated.

If the condition is determined not to result from defective Work covered by Pro-West's obligations, any requested investigation or repair services may be treated as additional Work, subject to prior authorization and applicable law.

Repairs, modifications, penetrations, or alterations performed by others may affect warranty coverage to the extent they cause or contribute to the claimed defect or damage.

Pro-West shall not be responsible for defects or damage attributable to such third-party activities, except as otherwise required by law.

Emergency measures reasonably necessary to prevent further damage shall not automatically void otherwise applicable warranty rights.

Where Pro-West is responsible for defective or nonconforming Work, Pro-West shall be afforded a reasonable opportunity to inspect and correct the condition in accordance with the Agreement and applicable law.

The scope and method of correction shall be appropriate to the nature of the defect and the applicable contractual or legal requirements.