⭐ SPENCER CONCRETE – FULL TERMS & CONDITIONS ⭐
(Incorporated by Reference Into All Agreements, Proposals, and Invoices)
These Terms & Conditions (“Terms”) govern all concrete demolition, excavation, flatwork, driveways, slabs, patios, foundations, decorative concrete, stamping, sealing, repair, and related construction services provided by Spencer Concrete, Inc. (“Seller”) to any customer, property owner, tenant, manager, business, or authorized representative (“Buyer”).
These Terms are expressly incorporated by reference into all proposals, estimates, contracts, work authorizations, invoices, and agreements issued by Seller.
Acceptance of any proposal, authorization of work, request for services, or payment of any invoice constitutes acceptance of these Terms, whether or not a separate written agreement is executed.
In the event of any conflict between these Terms and any proposal, estimate, invoice, or agreement, these Terms shall control.
1. ACCEPTANCE, AUTHORITY & PERSONAL GUARANTEE
Buyer acknowledges that Buyer has read, understands, and agrees to these Terms.
Buyer represents and warrants that Buyer has full legal authority to authorize work and bind the property owner, resident, business, or corporate entity.
If Buyer is not the titled property owner, Buyer personally guarantees payment and performance and is jointly and severally liable for all obligations.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2. SCOPE OF WORK & ESTIMATES
All work is based on an estimated scope derived from visible conditions and information provided by Buyer.
Actual site, subsurface, access, drainage, utility, and regulatory conditions may differ materially.
Seller may adjust scope, quantities, materials, methods, sequencing, and pricing as conditions become known.
Sketches, layouts, and measurements are for reference only and are not contract documents.
Minor deviations do not constitute a breach.
Seller may subcontract portions of the work at its discretion.
3. SCHEDULING, DELAYS & FORCE MAJEURE
All schedules and completion dates are estimates only.
Seller is not liable for delays caused by weather, permitting, inspections, material shortages, labor availability, subgrade conditions, third-party interference, governmental action, natural events, or circumstances beyond Seller’s control.
Seller may suspend or cancel work due to uncontrollable events without liability.
4. BUYER RESPONSIBILITIES & DUE DILIGENCE
Buyer bears sole responsibility for due diligence, including inspections, surveys, testing, engineering, planning, and regulatory compliance.
Seller is not an inspector, engineer, surveyor, soil scientist, or consultant. Permitting, surveying, testing, engineering, and planning are excluded unless expressly stated in writing.
Unless otherwise agreed, Buyer is responsible for:
Buyer assumes all risk for undisclosed, untested, unsuitable, or changing conditions and for disregarding Seller’s written recommendations.
5. CHANGES, EXTRAS & AUTHORIZATION
Unforeseen conditions may require additional work.
Buyer pre-authorizes Seller to adjust scope and pricing as necessary to complete the work safely and properly.
Buyer agrees that additional charges of up to one hundred fifty percent (150%) of the original contract value may be incurred without a written change order when reasonably required by unforeseen site conditions, safety concerns, or regulatory requirements.
Subgrade amendments, hauling, disposal, pumping, conveying, craning, heating, or material protection are excluded unless specified.
6. ACCESS, UTILITIES & PROPERTY CONDITIONS
Seller requires access for heavy equipment and is not liable for damage caused by normal access or operations.
Buyer must identify underground utilities or structures in writing prior to work.
Buyer bears responsibility for damage to unmarked or improperly disclosed utilities or structures.
7. PAYMENT, DEFAULT, ENFORCEMENT & ENFORCEMENT-RELATED DISPUTE TERMS
These Payment, Default, Enforcement, and Dispute-Related Terms (“Payment Terms”) apply to all services, materials, labor, equipment, and related work and are material terms of every agreement between Buyer and Seller.
7.1 Payment Obligations; Time of the Essence
All invoices are due upon receipt unless otherwise expressly agreed in writing by Seller.
A seven (7) calendar-day grace period is provided solely to allow for payment delivery and processing.
Time is of the essence with respect to all payment obligations.
All payments are non-refundable.
7.2 Interest on Late Payments
Any amount not paid in full within the seven (7) day grace period shall accrue interest at twenty-four percent (24%) per annum, or the maximum rate permitted by applicable law, whichever is less.
Interest accrues from the original invoice date until paid in full.
7.3 Late Account Administration Fee
Any invoice not paid within the seven (7) day grace period shall incur a late account administration fee of $200.00 per week, assessed weekly beginning on Day 8 after the original invoice date.
This fee represents Seller’s reasonable internal administrative costs and constitutes liquidated damages, not a penalty, and is separate from interest.
Seller may waive or reduce fees at its discretion without waiver of rights or precedent.
7.4 Material Default
Any invoice unpaid fourteen (14) calendar days after the original invoice date constitutes Material Default and a material breach.
7.5 Default Escalation Administration Fees
In addition to interest and weekly fees, the following one-time administration fees apply automatically:
• 14 days: Material Default Administration Fee – $250
• 21 days: Collections Administration Fee – $500
• 30 days: Lien Process Administration Fee – $1,000
• 60 days: Litigation Administration Fee – $2,000
All fees accrue automatically whether or not separately billed.
7.6 Suspension of Work
Upon Material Default or non-payment, Seller may immediately suspend or terminate work without liability.
Buyer is responsible for all remobilization costs, delays, and price escalations.
7.7 Acceleration of Amounts Due
Upon Material Default, Seller may declare all outstanding amounts owed, whether invoiced or not, immediately due and payable.
7.8 No Withholding; Pay First, Dispute Later
Buyer shall not withhold, offset, delay, or reduce payment for any reason. Payment obligations are absolute and unconditional.
7.9 Transfer to Counsel; Collection Costs
Buyer agrees to pay all costs of collection and enforcement, including attorney fees, court costs, expert fees, and administrative expenses.
7.10 Lien Rights Preserved
Seller retains all statutory lien rights whether or not a lien is ultimately filed.
7.11 Application of Payments
Payments apply in this order: interest → fees → principal.
7.12 No Waiver
No action or inaction by Seller constitutes a waiver of rights.
8. DISPUTE RESOLUTION
8.1 Governing Law & Venue
Wisconsin law governs. Venue is Outagamie County, Wisconsin, unless lien statutes require otherwise.
8.2 Optional Mediation
At Seller’s discretion, parties may attempt non-binding mediation. Mediation does not delay payment.
8.3 No Stay of Payment
No dispute or proceeding suspends Buyer’s obligation to pay amounts due.
8.4 Prevailing Party
The prevailing party is entitled to recover all attorneys’ fees and costs to the fullest extent permitted by law.
9. PERFORMANCE STANDARDS & CONCRETE CHARACTERISTICS
Concrete is not a precision product.
Thickness is measured as an average.
Variations up to 25% are acceptable.
Cracking, color variation, texture differences, and surface imperfections are normal and not defects.
Perfection is expressly disclaimed.
10. WARRANTY (LIMITED & NON-TRANSFERABLE)
Materials and workmanship will meet basic industry standards at installation.
Warranty excludes wear, weather, subgrade movement, chemical exposure, improper use, overloading, and unauthorized repairs.
No implied warranties apply.
11. DEFECTS & RIGHT TO CURE
Defects must be reported in writing within 48 hours of invoice and supported by expert reports within two (2) weeks.
Seller retains a two-year right to cure.
All invoices must be paid in full before warranty consideration.
12. LIMITATION OF LIABILITY
Seller’s liability is limited to direct damages only.
No liability for consequential, incidental, or punitive damages.
13. INDEMNIFICATION
Buyer shall indemnify and hold Seller harmless from claims arising from Buyer’s breach, negligence, recklessness, or intentional acts.
14. CONFIDENTIALITY
These Terms are confidential and proprietary.
Unauthorized use or distribution is prohibited.
© 2026 Spencer Concrete, Inc. All rights reserved.
Pricing Disclaimer
All estimates are based on material and fuel costs at the time of quoting. Prices are subject to change due to fluctuations in material, fuel, or supply costs beyond our control.
Your final price will reflect current market rates at the time of scheduling.
These Terms are expressly incorporated by reference into all proposals, estimates, contracts, work authorizations, invoices, and agreements issued by Seller.
Acceptance of any proposal, authorization of work, request for services, or payment of any invoice constitutes acceptance of these Terms, whether or not a separate written agreement is executed.
In the event of any conflict between these Terms and any proposal, estimate, invoice, or agreement, these Terms shall control.
1. ACCEPTANCE, AUTHORITY & PERSONAL GUARANTEE
Buyer acknowledges that Buyer has read, understands, and agrees to these Terms.
Buyer represents and warrants that Buyer has full legal authority to authorize work and bind the property owner, resident, business, or corporate entity.
If Buyer is not the titled property owner, Buyer personally guarantees payment and performance and is jointly and severally liable for all obligations.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2. SCOPE OF WORK & ESTIMATES
All work is based on an estimated scope derived from visible conditions and information provided by Buyer.
Actual site, subsurface, access, drainage, utility, and regulatory conditions may differ materially.
Seller may adjust scope, quantities, materials, methods, sequencing, and pricing as conditions become known.
Sketches, layouts, and measurements are for reference only and are not contract documents.
Minor deviations do not constitute a breach.
Seller may subcontract portions of the work at its discretion.
3. SCHEDULING, DELAYS & FORCE MAJEURE
All schedules and completion dates are estimates only.
Seller is not liable for delays caused by weather, permitting, inspections, material shortages, labor availability, subgrade conditions, third-party interference, governmental action, natural events, or circumstances beyond Seller’s control.
Seller may suspend or cancel work due to uncontrollable events without liability.
4. BUYER RESPONSIBILITIES & DUE DILIGENCE
Buyer bears sole responsibility for due diligence, including inspections, surveys, testing, engineering, planning, and regulatory compliance.
Seller is not an inspector, engineer, surveyor, soil scientist, or consultant. Permitting, surveying, testing, engineering, and planning are excluded unless expressly stated in writing.
Unless otherwise agreed, Buyer is responsible for:
- Permits and approvals
- Utility locating and marking
- Drainage and water management
- Erosion control
- Landscaping and site preparation
Buyer assumes all risk for undisclosed, untested, unsuitable, or changing conditions and for disregarding Seller’s written recommendations.
5. CHANGES, EXTRAS & AUTHORIZATION
Unforeseen conditions may require additional work.
Buyer pre-authorizes Seller to adjust scope and pricing as necessary to complete the work safely and properly.
Buyer agrees that additional charges of up to one hundred fifty percent (150%) of the original contract value may be incurred without a written change order when reasonably required by unforeseen site conditions, safety concerns, or regulatory requirements.
Subgrade amendments, hauling, disposal, pumping, conveying, craning, heating, or material protection are excluded unless specified.
6. ACCESS, UTILITIES & PROPERTY CONDITIONS
Seller requires access for heavy equipment and is not liable for damage caused by normal access or operations.
Buyer must identify underground utilities or structures in writing prior to work.
Buyer bears responsibility for damage to unmarked or improperly disclosed utilities or structures.
7. PAYMENT, DEFAULT, ENFORCEMENT & ENFORCEMENT-RELATED DISPUTE TERMS
These Payment, Default, Enforcement, and Dispute-Related Terms (“Payment Terms”) apply to all services, materials, labor, equipment, and related work and are material terms of every agreement between Buyer and Seller.
7.1 Payment Obligations; Time of the Essence
All invoices are due upon receipt unless otherwise expressly agreed in writing by Seller.
A seven (7) calendar-day grace period is provided solely to allow for payment delivery and processing.
Time is of the essence with respect to all payment obligations.
All payments are non-refundable.
7.2 Interest on Late Payments
Any amount not paid in full within the seven (7) day grace period shall accrue interest at twenty-four percent (24%) per annum, or the maximum rate permitted by applicable law, whichever is less.
Interest accrues from the original invoice date until paid in full.
7.3 Late Account Administration Fee
Any invoice not paid within the seven (7) day grace period shall incur a late account administration fee of $200.00 per week, assessed weekly beginning on Day 8 after the original invoice date.
This fee represents Seller’s reasonable internal administrative costs and constitutes liquidated damages, not a penalty, and is separate from interest.
Seller may waive or reduce fees at its discretion without waiver of rights or precedent.
7.4 Material Default
Any invoice unpaid fourteen (14) calendar days after the original invoice date constitutes Material Default and a material breach.
7.5 Default Escalation Administration Fees
In addition to interest and weekly fees, the following one-time administration fees apply automatically:
• 14 days: Material Default Administration Fee – $250
• 21 days: Collections Administration Fee – $500
• 30 days: Lien Process Administration Fee – $1,000
• 60 days: Litigation Administration Fee – $2,000
All fees accrue automatically whether or not separately billed.
7.6 Suspension of Work
Upon Material Default or non-payment, Seller may immediately suspend or terminate work without liability.
Buyer is responsible for all remobilization costs, delays, and price escalations.
7.7 Acceleration of Amounts Due
Upon Material Default, Seller may declare all outstanding amounts owed, whether invoiced or not, immediately due and payable.
7.8 No Withholding; Pay First, Dispute Later
Buyer shall not withhold, offset, delay, or reduce payment for any reason. Payment obligations are absolute and unconditional.
7.9 Transfer to Counsel; Collection Costs
Buyer agrees to pay all costs of collection and enforcement, including attorney fees, court costs, expert fees, and administrative expenses.
7.10 Lien Rights Preserved
Seller retains all statutory lien rights whether or not a lien is ultimately filed.
7.11 Application of Payments
Payments apply in this order: interest → fees → principal.
7.12 No Waiver
No action or inaction by Seller constitutes a waiver of rights.
8. DISPUTE RESOLUTION
8.1 Governing Law & Venue
Wisconsin law governs. Venue is Outagamie County, Wisconsin, unless lien statutes require otherwise.
8.2 Optional Mediation
At Seller’s discretion, parties may attempt non-binding mediation. Mediation does not delay payment.
8.3 No Stay of Payment
No dispute or proceeding suspends Buyer’s obligation to pay amounts due.
8.4 Prevailing Party
The prevailing party is entitled to recover all attorneys’ fees and costs to the fullest extent permitted by law.
9. PERFORMANCE STANDARDS & CONCRETE CHARACTERISTICS
Concrete is not a precision product.
Thickness is measured as an average.
Variations up to 25% are acceptable.
Cracking, color variation, texture differences, and surface imperfections are normal and not defects.
Perfection is expressly disclaimed.
10. WARRANTY (LIMITED & NON-TRANSFERABLE)
Materials and workmanship will meet basic industry standards at installation.
Warranty excludes wear, weather, subgrade movement, chemical exposure, improper use, overloading, and unauthorized repairs.
No implied warranties apply.
11. DEFECTS & RIGHT TO CURE
Defects must be reported in writing within 48 hours of invoice and supported by expert reports within two (2) weeks.
Seller retains a two-year right to cure.
All invoices must be paid in full before warranty consideration.
12. LIMITATION OF LIABILITY
Seller’s liability is limited to direct damages only.
No liability for consequential, incidental, or punitive damages.
13. INDEMNIFICATION
Buyer shall indemnify and hold Seller harmless from claims arising from Buyer’s breach, negligence, recklessness, or intentional acts.
14. CONFIDENTIALITY
These Terms are confidential and proprietary.
Unauthorized use or distribution is prohibited.
© 2026 Spencer Concrete, Inc. All rights reserved.
Pricing Disclaimer
All estimates are based on material and fuel costs at the time of quoting. Prices are subject to change due to fluctuations in material, fuel, or supply costs beyond our control.
Your final price will reflect current market rates at the time of scheduling.
