Standard Terms and Conditions for Subcontractor Purchase Orders

1. Binding Agreement & Performance-Based Acceptance

This Purchase Order (PO), including all attached terms and conditions, constitutes a binding legal contract between Danbi Inc. ("Contractor") and Subcontractor for the designated project. Subcontractor explicitly agrees that a physical wet-ink signature is not required to bind this agreement. Commencing work on the job site, delivering materials to the site, or accepting any deposit or progress payment for this project constitutes Subcontractor’s absolute, irrevocable, and legally binding acceptance of all terms, conditions, pricing, and schedules detailed herein. If Subcontractor objects to any portion of these terms, they must notify Contractor in writing and resolve the dispute prior to commencing work.

2. Flow-Down Agreement & Scope

Subcontractor agrees to provide all labor, materials, equipment, and supervision necessary to complete the Scope of Work detailed in this PO. Subcontractor acknowledges they have reviewed the master project requirements and agrees to perform all work in a professional, workmanlike manner, according to industry standards and in strict compliance with all local building codes and Florida law. Subcontractor acknowledges that the project schedule is subject to modifications, municipal permitting/inspection timelines, and temporary work suspensions dictated by the Prime Client. Subcontractor explicitly waives any right to delay damages, standby fees, or mobilization penalties against Contractor due to client-caused or structural project halts.

3. Independent Contractor Status

Subcontractor is an independent contractor and not an employee of Contractor. Subcontractor is solely responsible for its own tools, equipment, payroll taxes, insurance, and withholding.

4. Insurance Requirements

Subcontractor shall maintain active Commercial General Liability insurance (minimum $1,000,000 per occurrence), Commercial Automobile Liability insurance (minimum $500,000 combined single limit), and Workers' Compensation insurance as required by Florida law for the entire duration of the project. Subcontractor must provide a Certificate of Insurance (COI) naming Danbi Inc. as an Additional Insured prior to commencing work. Subcontractor assumes all risk of loss for their own tools, vehicles, and materials.

5. Unforeseen Conditions, Pricing, & Change Orders

In accordance with Contractor's client obligations, any concealed or latent conditions (e.g., structural, electrical, plumbing, or slab deficiencies) discovered by Subcontractor must be reported to Contractor immediately. Subcontractor shall submit proposed lump-sum pricing for any necessary extra scope to Contractor within 48 hours of discovery. No additional work shall commence, and no extra charges will be honored, unless authorized by Contractor via a written Change Order or revised Purchase Order prior to the work being performed. Contractor shall not be liable for any unauthorized hourly or time-and-materials claims.

6. Clean-Up and Property Damage

Subcontractor must maintain a clean work environment and remove all debris related to their scope of work daily. Subcontractor is responsible for protecting surrounding areas and owner-furnished materials. Any damage to the client’s property, structure, or utilities caused by Subcontractor shall be repaired or replaced at Subcontractor’s sole expense. If Subcontractor fails to clean their work area or repair damage, Contractor will provide a 24-hour written notice (via text message or email) to correct the issue. If Subcontractor fails to comply within 24 hours, Contractor reserves the right to clean the site or repair damage using other forces, and Subcontractor explicitly agrees that all associated costs, labor fees, and dump fees will be backcharged and deducted directly from Subcontractor’s contract balance or final payment.

7. Indemnification & Hold Harmless

To the fullest extent permitted by Florida law, Subcontractor shall defend, indemnify, and hold harmless Contractor, the project property owners (Client), and their respective agents or employees from and against all claims, damages, losses, liabilities, and expenses (including attorney's fees and court costs) arising out of or resulting from the performance of Subcontractor’s work, actions, or omissions on the job site. This includes, but is not limited to, claims for personal injury, sickness, disease, death, or destruction of tangible property.

8. Florida Lien Law & Payment Terms

Progress payments will be made as outlined in this PO, subject to site inspection and approval of the work by Contractor. Pursuant to Florida Statutes Chapter 713, progress and final payments are strictly contingent upon Subcontractor providing executed partial or final unconditional lien waivers for themselves and any of their sub-subcontractors or suppliers. Subcontractor must disclose all material suppliers utilized for this PO and certifies that no payments will be disbursed by Contractor until unconditional lien waivers matching all received Notices to Owner (NTO) are submitted and verified.

9. Workmanship Warranty & Defect Cure

Subcontractor provides a 1-Year Warranty on all installation workmanship, beginning from the date of Substantial Completion of the overall project. Subcontractor agrees to inspect and begin remedying any defective work or direct labor defects at no cost to Contractor or Client within 48 hours of written notification (or immediately in the event of an active water intrusion or emergency). If Subcontractor fails to remedy defective work, violates the project schedule, or breaches any term of this PO, Contractor reserves the right to terminate this agreement immediately for cause upon written notice. Upon termination, Subcontractor shall immediately vacate the job site, and any costs incurred by Contractor to complete or correct Subcontractor's scope of work will be backcharged and deducted from any remaining unpaid balances owed.

10. Governing Law, Venue, & Joinder

This Agreement shall be governed by the laws of the State of Florida. Any formal legal actions or proceedings arising under this PO must be filed exclusively in a court of competent jurisdiction in and for Brevard County, Florida, and both parties explicitly waive any right to a trial by jury. Additionally, Subcontractor explicitly agrees to be joined as a party to any mediation, arbitration, or litigation proceedings initiated between Contractor and the Prime Client involving or relating to Subcontractor’s scope of work.