These Standard Terms and Conditions shall apply to all quotations, proposals, estimates, work orders, purchase orders, and agreements issued by Thompson Miller Specialty Rigging (“Thompson Miller” or “TM”) unless otherwise expressly agreed to in writing. By signing the quotation, issuing a purchase order, providing written authorization, approving work by email, directing Thompson Miller to proceed, or permitting commencement of work, the Client acknowledges and agrees to be bound by these Terms and Conditions.
Thompson Miller shall perform only the work specifically identified within the quotation, proposal, or scope of work provided to the Client. Any work, services, labour, equipment, materials, supervision, engineering coordination, crane services, demolition activities, rigging activities, transportation, fabrication, or additional requirements not expressly included within the quotation shall be considered excluded and may result in additional charges. No oral representations or discussions shall modify the scope of work unless confirmed in writing by Thompson Miller.
Unless otherwise stated in writing, quotations issued by Thompson Miller shall remain valid for a period of thirty (30) calendar days from the date of issuance. Following expiration of the quotation validity period, Thompson Miller reserves the right to revise pricing, scheduling, scope, or commercial terms at its discretion. Any extension of quotation validity must be confirmed by Thompson Miller in writing.
All invoices issued by Thompson Miller are due upon receipt unless otherwise agreed to in writing. Overdue accounts shall be subject to interest at a rate of two percent (2%) per month calculated as simple monthly interest. The Client shall be responsible for all reasonable costs incurred by Thompson Miller relating to collection of overdue accounts, including legal fees, collection agency fees, administrative recovery costs, lien registration costs, and arbitration or mediation costs related to non-payment. Thompson Miller reserves all rights available under the Ontario Construction Act, including preservation and enforcement of construction lien rights.
Where specified within the quotation, Thompson Miller reserves the right to require a mobilization deposit prior to scheduling, procurement, fabrication, or commencement of work. Unless otherwise stated within the quotation, a ten percent (10%) mobilization deposit may be required for applicable projects and a twenty-five percent (25%) deposit shall be required for custom fabrication, custom steel, or specially procured materials. Deposits relating to custom fabrication, custom steel, or specially procured materials shall be non-refundable once procurement or fabrication activities have commenced.
For projects anticipated to exceed two (2) months in duration, Thompson Miller reserves the right to submit monthly progress invoices based on percentage of completion. For shorter duration projects, milestone billing may apply as identified within the quotation. Final invoicing may be issued upon substantial completion, demobilization, or completion of Thompson Miller’s scope of work.
Any holdback applicable to the project shall be limited strictly to the minimum statutory requirements under applicable Ontario legislation. No additional contractual holdback, deficiency holdback, back charge holdback, or discretionary retention shall apply unless expressly agreed to in writing by Thompson Miller.
Any change in scope, schedule, sequencing, access, methodology, material requirements, crane requirements, fabrication requirements, labour requirements, or project conditions may result in additional charges. All change orders must be approved in writing prior to commencement of the additional work. Written approvals provided by email shall be considered binding provided the scope of the change is reasonably identified. Issuance of a purchase order relating to additional work shall also constitute binding approval. Failure by the Client to provide timely approvals which impact scheduling, manpower, crane bookings, fabrication, procurement, or execution may result in additional charges.
Unless specifically included within Thompson Miller’s scope of work, the Client shall be solely responsible for utility locates, permits, traffic control, road occupancy permits, police coordination, utility shutdowns, structural engineering review, existing structure adequacy, site readiness, coordination of other trades, access to the work area, safe and unobstructed work areas, protection of existing finishes and structures, and hazardous material identification and remediation. Thompson Miller shall be entitled to rely upon information, drawings, locates, reports, and directions provided by others without independent verification and shall not be responsible for inaccuracies, omissions, or deficiencies in information supplied by others.
Pricing provided by Thompson Miller is based upon assumptions of reasonable and safe site access, continuous and uninterrupted workflow, coordinated access with other trades, reasonably unobstructed work areas, suitable crane setup and staging areas, timely access to the work area, and site readiness for the scheduled work. Any delays, interruptions, restricted access, resequencing, inefficiencies, site congestion, delayed access, unsafe conditions, or other impacts beyond Thompson Miller’s control which materially affect labour productivity, equipment utilization, scheduling, fabrication, crane coordination, trucking, or execution may result in additional charges. Recoverable costs may include labour inefficiencies, extended labour durations, remobilization costs, crane rebooking costs, extended rentals, overtime required due to delays, additional supervision, third-party costs, additional trucking, and schedule impacts caused by others.
Thompson Miller shall not be responsible for schedule impacts, delays, or disruptions resulting from weather conditions or events outside of its reasonable control. Where weather events, postponements, cancellations, permit issues, site restrictions, or other unforeseen circumstances result in direct costs to Thompson Miller, Thompson Miller reserves the right to recover such costs from the Client at its discretion. Any crane cancellation, postponement, or rescheduling requested by the Client shall require a minimum of twenty-four (24) hours notice. Where sufficient notice is not provided, the Client shall be responsible for direct costs incurred by Thompson Miller, including crane rental charges, trucking charges, operator charges, permit costs, traffic control costs, and third-party cancellation charges. The parties agree to cooperate reasonably in attempting to mitigate cancellation or weather-related costs wherever practical.
Thompson Miller shall not be liable for delays, disruptions, damages, or failure to perform resulting from events beyond its reasonable control, including severe weather, flooding, fire, labour disputes, material shortages, supply chain disruptions, transportation delays, government actions or restrictions, permit delays, utility interruptions, acts of God, equipment availability issues, crane availability issues, fuel shortages, emergencies, or civil disturbances. Where such events result in additional costs to Thompson Miller, Thompson Miller reserves the right to recover reasonable additional costs incurred as a result of such events.
Unless specifically identified within Thompson Miller’s scope of work, Thompson Miller shall have no responsibility whatsoever for identification, handling, removal, remediation, transportation, disposal, or abatement of asbestos, mold, lead, contaminated materials, hazardous substances, hazardous waste, or environmental contamination. Discovery of hazardous materials or suspected hazardous conditions shall constitute a change in scope and may result in suspension of work and additional charges.
Any lift plans, rigging plans, sequencing plans, or operational drawings prepared by Thompson Miller are intended solely as operational planning documents unless expressly stated otherwise within the quotation. Unless specifically included within Thompson Miller’s scope of work, Thompson Miller does not provide professional engineering services. The Client shall remain solely responsible for ensuring appropriate structural review, engineering review, approvals, and adequacy of the existing structure unless expressly included within Thompson Miller’s scope of work.
Thompson Miller provides no warranty or guarantee whatsoever relating to owner-supplied equipment, materials, or components. The Client shall be responsible for inspection of owner-supplied equipment and materials prior to delivery or mobilization. Thompson Miller shall advise the Client of visible damage observed upon receipt of owner-supplied equipment at Thompson Miller’s yard, storage area, or project site where reasonably identifiable. Thompson Miller shall not be responsible for concealed defects, manufacturing defects, equipment incompatibility, pre-existing damage, equipment fitment issues, or delays arising from owner-supplied materials or equipment.
All materials, fabricated components, equipment, rigging components, and supplied items shall remain the property of Thompson Miller until paid for in full. Where legally permissible, Thompson Miller reserves the right to remove unpaid materials, equipment, or fabricated components from the project site. Any costs incurred by Thompson Miller relating to recovery or removal of unpaid materials or equipment shall be recoverable from the Client.
Unless specifically included within the quotation, Thompson Miller shall be responsible only for basic cleanup relating directly to its own work activities, including removal of its own tools, equipment, and garbage generated directly by Thompson Miller’s activities. Thompson Miller shall not be responsible for disposal of owner debris, disposal of unrelated demolition debris, hazardous material disposal, environmental remediation, final site cleaning, or sweeping or cleaning of unrelated work areas unless expressly included within the quotation.
Thompson Miller reserves the right to suspend work where accounts are overdue, payment arrangements acceptable to Thompson Miller have not been made, unsafe work conditions exist, or site conditions create unacceptable risk to personnel, equipment, or property. Thompson Miller shall not be responsible for schedule impacts, delays, or additional costs resulting from suspension of work under this section. Any remobilization, delay, or additional costs resulting from suspension of work may be charged to the Client.
Thompson Miller reserves the right to terminate its work and obligations under the agreement in the event of non-payment or material breach of payment obligations by the Client. In such event, Thompson Miller shall be entitled to payment for all work completed, materials supplied, commitments made, demobilization costs, and reasonable termination-related costs incurred up to the date of termination.
Unless otherwise stated in writing by Thompson Miller, no specific warranty period shall apply. Any workmanship consideration or corrective work shall be addressed solely at Thompson Miller’s discretion. Thompson Miller provides no warranty whatsoever relating to steel structures supplied by Thompson Miller, owner-supplied equipment or materials, existing conditions, concealed deficiencies, engineering by others, structural adequacy, pre-existing damage, or reused materials or equipment.
To the fullest extent permitted by law, the total cumulative liability of Thompson Miller arising from or relating to the project, quotation, work performed, or agreement between the parties shall not exceed the total amount actually paid to Thompson Miller for the specific project giving rise to the claim. Under no circumstances shall Thompson Miller be liable for consequential damages, indirect damages, special damages, punitive damages, exemplary damages, loss of profit, loss of revenue, loss of use, business interruption, production losses, financing costs, delay damages, liquidated damages, penalties, tenant claims, third-party claims, or economic losses. The Client acknowledges and agrees that the pricing provided by Thompson Miller is based upon these limitations of liability.
Thompson Miller shall maintain standard construction industry insurance coverage customarily carried for its operations. Unless otherwise expressly included within Thompson Miller’s scope of work, the Client shall be responsible for maintaining adequate property insurance, Builder’s Risk insurance, insurance for existing structures, and insurance for owner-supplied equipment and materials. Thompson Miller shall not be responsible for uninsured losses relating to existing structures, owner property, or owner-supplied equipment.
To the fullest extent permitted by law, the Client shall indemnify and hold harmless Thompson Miller, its officers, employees, subcontractors, and representatives from and against claims, damages, losses, liabilities, penalties, costs, and expenses arising from existing site conditions, structural deficiencies, hazardous materials, inaccurate information supplied by others, utility locate inaccuracies, owner-supplied equipment, acts or omissions of the Client or other contractors, or conditions outside Thompson Miller’s reasonable control.
The parties agree to make reasonable efforts to resolve disputes through good-faith discussions. Where disputes cannot be resolved through direct discussions, the parties agree to first attempt mediation. If mediation is unsuccessful, disputes shall be resolved through binding arbitration conducted in Ontario in accordance with applicable Ontario laws.
These Terms and Conditions and any agreement between the parties shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the applicable laws of Canada.
These Terms and Conditions, together with the applicable quotation, proposal, approved change orders, and written agreements between the parties, constitute the entire agreement between the parties. No amendment or modification shall be binding unless confirmed in writing by Thompson Miller.
If any provision of these Terms and Conditions is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Acceptance of Thompson Miller’s quotation and these Terms and Conditions may occur through execution of the quotation, issuance of a purchase order, written authorization, email approval, direction to proceed, or commencement of work. By any such acceptance, the Client acknowledges that it has reviewed, understood, and agreed to be bound by these Terms and Conditions in their entirety.
