Wolf River Electric, LLC (d/b/a Wolf River Electric, hereafter "Contractor") and the Customer placing an order through Contractor’s website agree to the following Terms of Acceptance (the “Agreement”). By clicking “Accept” or placing an order online, Customer acknowledges and agrees that this Agreement is a binding legal contract, effective as of the date of Customer’s online acceptance. This Agreement covers all services and installations ordered through Contractor’s website, including but not limited to solar photovoltaic systems, EV charger installations, battery backup systems, generators, smart panels, and other electrical upgrades (the “Work” or “Project”). No physical signature or separate electronic signature is required for this Agreement to be enforceable.

1. Scope of Work and Exclusions Contractor agrees to perform the installation and related services for the equipment or system that Customer has purchased in their online order (the “System” or “Equipment”). Contractor will obtain and pay for any necessary building or electrical permits, and will perform the Work in a good and workmanlike manner, in accordance with applicable building codes, manufacturer specifications, and industry standards. Contractor will leave the installation site free of debris caused by its Work. If the Work includes a solar energy system, Contractor will handle utility interconnection paperwork and necessary inspections.

Excluded Services: The standard scope of Work is limited to the installation of the System as described in the order and does not include certain tasks or improvements outside that scope. Unless expressly included by a change order (see Section 9) or another written agreement, Contractor is not responsible for:

• Any upgrades or modifications to Customer’s existing electrical service or panel that are not expressly included in the order (for example, upgrading the electrical panel capacity, unless purchased).
• Any removal or remediation of hazardous materials (e.g. asbestos, lead paint, mold) present at the site.
• Structural improvements to Customer’s property (e.g. reinforcing a roof or foundation) that may be required to support the System.
• Repairing or correcting pre-existing conditions at the property, such as rot, rust, code violations, or construction defects not caused by Contractor.
• Installing or upgrading any fire safety or life safety equipment (such as smoke detectors, sprinklers) that may be triggered by code requirements due to the installation of the System.
• Removing or relocating any obstacles, personal property, or vegetation that impede access or installation (Customer is responsible for clearing the work area).
• Specialty landscaping, finish carpentry, or cosmetic restoration (beyond basic patching of penetrations as provided in Section 6) after installation.
• Painting or refinishing any portions of the property (including conduit, boxes, or surfaces) disturbed by the installation, unless otherwise agreed.
• Any work related to trenching or running wiring over a distance beyond the standard included length (except as set forth for EV charger installations below).
• Repairing drywall, sheetrock, plaster, or other wall/ceiling materials that may be cut or removed for electrical runs – such surface repairs are not included in the base scope. Customer will be responsible for any necessary patching or painting or may hire Contractor via change order to perform such repairs.

If any Excluded Services must be performed for the Project to be completed properly or to meet code requirements, Contractor will inform Customer. The Parties may then execute a change order (see Section 9) to add the necessary work at additional cost, or Customer may hire a qualified third party to perform the Excluded Service. Contractor’s obligation to perform the Work is contingent on the required Excluded Services being completed; any delays in completing required Excluded Services will extend the Project’s Completion Date (as defined in Section 3) and shall not constitute a breach by Contractor. EV Charger Installations: For EV charger installation orders, the standard pricing and scope assume that the charger will be installed within twenty (20) feet of Customer’s existing electrical panel. If the installation requires a longer run of conduit/wiring (beyond 20 feet) or requires trenching through yard/driveway or other special accommodations, additional charges will apply and must be added via change order. Contractor will advise Customer as soon as possible if such conditions exist. Customer may elect to proceed with the additional work for the quoted extra cost or cancel the EV charger portion of the order (subject to any cancellation rights and fees in Section 11 and Section 17.D). No drywall, sheetrock, or other finish work is included in any EV charger installation unless expressly added by change order.

2. Ownership of Premises: Customer represents and warrants that they either own the premises where the System is to be installed or have obtained the legal authority and permission from the property owner to authorize Contractor to perform the Work on the premises. If Customer is not the property owner, Customer shall secure the owner’s written consent to the installation and this Agreement before work begins. Customer shall indemnify and hold Contractor harmless for any claims arising from failure to have proper ownership authority.
3. Commencement and Completion of Work Contractor will not begin installation until any required permits and approvals are obtained. Once permits are secured and any other necessary pre-work steps are completed, Contractor shall commence the installation in a reasonable time and shall pursue the Work with commercially reasonable diligence to achieve completion. The “Completion Date” shall be the date on which the installed System has passed final inspection by the relevant authority having jurisdiction and, if applicable (for solar systems or other systems requiring utility approval), the System is approved for operation by the utility or governing body. Any Completion Date or installation timeline provided is an estimate, and is subject to reasonable delays as described in this Agreement (including Force Majeure delays under Section 18 or delays caused by Customer or third parties).
4. Customer Obligations and Site Access Customer agrees to cooperate with Contractor in good faith to facilitate the installation. This includes, without limitation: (a) providing Contractor (and its employees, subcontractors, and agents) safe and sufficient access to the premises during normal working hours to perform the Work, including access to electrical panels, utility meters, attics, crawlspaces, or other areas as needed; (b) removing or securing any valuables or fragile items in the work areas and taking any necessary measures to prevent damage to Customer’s property that is not part of the Work (Contractor will take reasonable precautions to protect Customer’s property during installation, but is not responsible for pre-existing conditions or unforeseen issues in concealed areas); (c) if applicable, assisting with or signing any utility interconnection documents, rebate applications, or similar filings that require Customer’s signature or information; and (d) if the property is governed by a homeowners’ association (HOA) or similar, obtaining any required HOA approvals or permissions for the installation. Contractor will provide reasonable documentation or specifications if needed for HOA approval. Customer’s failure to fulfill these obligations or to provide access may result in delays or additional costs, and Contractor shall not be liable for such delays. If Customer’s failure to cooperate materially prevents completion of the Work, it may be treated as a Customer default (see Section 11.A).
5. Product Information; Incentives Customer acknowledges that any performance projections or estimates (for example, estimates of solar energy production, energy cost savings, or backup power duration) provided by Contractor are good-faith estimates for informational purposes only, and are not guaranteed. Actual results will depend on various factors beyond Contractor’s control, such as weather, usage patterns, shading, and maintenance. No verbal or written statements regarding expected energy output, savings, or system performance shall be binding on Contractor. Customer further understands that any governmental or utility incentives, tax credits, rebates, or similar benefits that may be available for the Project are outside of Contractor’s control. Contractor makes no representations or warranties about Customer’s eligibility for any incentives or the amount of any incentives. Customer is solely responsible for applying for and securing any available tax credits or third-party incentives, and Contractor shall not be responsible if any expected incentive, credit, or rebate is delayed, reduced, or denied.
6. Contractor’s Warranties and Warranty Service A. Workmanship Warranty: Contractor provides a limited warranty for its workmanship. Contractor warrants that all installation work performed by Contractor will be free from material defects in workmanship for a period of one (1) year from the Completion Date. If, within one year of completion, Customer discovers a material defect in the installation workmanship (for example, an incorrectly installed component or a wiring connection not made to code), Customer must notify Contractor in writing as soon as reasonably possible. Contractor will, at its option, repair or re-perform any confirmed defective installation work at no cost to Customer. This Workmanship Warranty covers only the labor and installation aspects of the Project; all equipment and materials are covered solely by their manufacturers’ warranties (see subsection C below). This warranty will be void if anyone other than Contractor or its authorized agents modifies, adjusts, or repairs the installed System.
7. Roof Penetration Warranty (if applicable): If the installation of the System requires penetrations to Customer’s roof (e.g. mounting solar panels or running conduit through a roof surface), Contractor warrants that it will install the roof flashings and penetrations in a good and workmanlike manner such that they will not cause leaks at the penetration points for a period of ten (10) years from the Completion Date. In the event that a roof leak is directly caused by Contractor’s penetration of the roof during installation, Contractor will repair or correct the penetration and any damage to the immediate area of the roof resulting from that specific leak at Contractor’s expense. Contractor retains the right to repair any such damage it causes as the exclusive remedy for roof penetration-related issues. This Roof Penetration Warranty is limited to the areas of the roof affected by Contractor’s work and does not cover unrelated roof issues or general roof wear and tear. Customer acknowledges that if the roof is older or in poor condition, the act of installing equipment may carry inherent risks; Contractor’s responsibility is limited to damage caused by its failure to properly seal the specific penetration points it creates.
8. Manufacturer Warranties: Contractor will use new, quality materials and equipment for the installation. All manufacturer warranties (if any) for the equipment or products installed as part of the System (for example, solar panel performance warranties, inverter warranties, battery warranties, EV charger manufacturer warranty, etc.) will pass through or be assigned to Customer to the extent permitted by the manufacturers. Contractor will provide Customer with documentation of the major equipment warranties upon request or at project completion. Any service or replacement of equipment under a manufacturer’s warranty after installation will be subject to the terms of those warranties, and may involve coordination directly with the manufacturer or an authorized service provider. Contractor may assist Customer in making warranty claims to manufacturers, but Contractor is not responsible for the outcome of such claims.
9. Disclaimer of Other Warranties: Except for the express warranties stated in this Agreement, Contractor makes no other guarantees or warranties of any kind. To the maximum extent permitted by law, Contractor disclaims all other express or implied warranties, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, which are not expressly provided herein. The only warranties on the Project are those expressly set forth above and any statutory warranties that cannot be waived. Nothing in this Agreement shall be construed to waive or limit any non-waivable statutory warranty rights Customer may have under applicable law (for example, the statutory home improvement warranties under Minnesota Statutes Chapter 327A, if applicable – see Section 16).
10. Price and Payment Terms A. Contract Price: The total contract price for the System and services ordered (the “Price” or “Contract Price”) is the price set forth in Customer’s online checkout/order confirmation for the selected goods and services (subject to any change orders or adjustments as provided herein). The Price is based on the scope of work described in the order. If changes to the scope are required or agreed (via change order per Section 9), the Price will be adjusted accordingly (the final price after all adjustments is the “Final Price”). All prices are in U.S. Dollars. Sales tax is included in the Price unless explicitly stated otherwise in the order details.
11. Deposit and Payment Schedule: Customer shall pay a deposit of $100.00 at the time of checkout/online order placement. This deposit is a partial payment toward the Contract Price and is non-refundable except as otherwise stated in this Agreement (including Customer’s statutory cancellation rights under Section 17.D or if Contractor cancels the Work under Section 9 or 11.B). The remaining balance of the Price (the Contract Price minus the $100 deposit and minus any other credit or down payment shown in the order) is due in full at the time of physical installation of the System at Customer’s property, immediately upon completion of installation and before Contractor leaves the site (unless otherwise agreed in writing by Contractor). Contractor is not obligated to energize or activate any installed System until full payment has been received, and Contractor may request payment at substantial completion of work (even if minor punch-list items remain). If the Project is large or involves multiple phases, Contractor and Customer may mutually agree to a milestone payment schedule (to be confirmed in writing, such as 50% on delivery of equipment, balance on completion, etc.). In the absence of such an arrangement, the default is $100 deposit and balance at completion.
12. Payment Methods: The $100 deposit shall be paid via the online portal (by credit card, debit card, or other electronic payment accepted by Contractor’s website). The remaining balance may be paid by personal check, cashier’s check, credit card (subject to a processing fee of approximately 3% for credit card payments, if applicable), or other method accepted by Contractor. Payment by any third-party financing or loan must be pre-approved by Contractor. If Customer is financing the purchase (through a loan or financing program not directly provided by Contractor), Customer remains fully responsible to ensure payment to Contractor. Any financing arrangement is solely between Customer and the financing provider. If the financing provider fails to pay Contractor for any reason, or if financing approval is not obtained by the time payment is due, Customer must pay the balance by other means.
13. Late Payment: All invoices or payment requests from Contractor are due upon receipt (or as otherwise stated). Any unpaid balance not timely paid may incur interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, from the due date until paid. Customer agrees to reimburse Contractor for any costs of collection on overdue amounts, including reasonable attorneys’ fees.
14. Lien Waivers: Upon request, Contractor shall provide lien waivers or receipts for any payments received. Contractor reserves the right to withhold final lien waiver until the Final Price is paid in full.
15. No Escrow: Customer agrees that all payments will be made directly to Contractor. Contractor will not hold any Customer payments in escrow or trust; funds may be used by Contractor immediately for Project-related costs and other purposes.
16. Transfer of Title; Ownership of Equipment Title to all materials, equipment, and fixtures furnished by Contractor as part of the Work shall remain with Contractor until the earlier of: (i) Contractor’s receipt of full payment of the Contract Price (or Final Price, if adjusted), or (ii) the date Contractor delivers a bill of sale or other written document expressly transferring title of the equipment to Customer. Only at such time shall title to the System (and its components) pass to Customer. Until Contractor is paid in full, Contractor retains a security interest in, and the exclusive right of possession to, all equipment and improvements installed on the property under this Agreement. Customer agrees that it will not sell, transfer, tamper with, or encumber the System or any part thereof until Contractor has been paid in full. Customer further agrees not to use, operate, or take possession of the installed equipment if Contractor has halted work or left the job due to non-payment or dispute. Customer shall allow Contractor reasonable access to the property to remove the System or its components if Customer fails to pay and such failure is not cured after notice (subject to Section 11.A remedies and applicable law). Any removal or repossession by Contractor shall not relieve Customer from liability for payment of the Contract Price, less credit for any equipment recovered in good condition.
17. Change Orders Changes to the scope of Work, materials, or other aspects of the Project may be made by change order. A change order is a written agreement (which may be documented by email or electronic form) signed or otherwise acknowledged by both Customer and Contractor, describing a change in the Work and the corresponding price adjustment (additional cost or credit). Contractor is not obligated to perform additional or changed work unless and until a change order is executed. Contractor, in its sole discretion, may determine that certain circumstances require a change order — for example, if latent conditions at the property (such as hidden structural issues or longer wiring runs) necessitate extra labor or materials beyond the original scope, or if Customer requests additional work or product upgrades. Contractor will promptly inform Customer of the need for any change order, including the cost or credit associated, and will not proceed with the extra or revised work without Customer’s approval (except in an emergency endangering people or property). Contractor may condition continuation or completion of the Work on Customer’s agreement to a reasonable change order if the additional work is necessary for safety or code compliance. If Customer refuses to approve a required change order that is necessary to complete the Project (and no third-party solution is arranged), Contractor may suspend work until resolved or, at Contractor’s option, terminate this Agreement as a Customer default under Section 11.A.

For any approved change order that increases the Price, Contractor may require Customer to pay some or all of the additional cost up-front before Contractor performs the extra work (especially if the change involves expensive materials or subcontracted services). If a change order reduces the scope and cost, the Price shall be reduced accordingly, either by an agreed amount or by issuing a credit against any remaining balance or by refund if Customer had already paid in full. All change orders accepted by both Parties become part of this Agreement and are subject to its terms.

10. Contractor’s Right to Suspend or Cancel Work Contractor reserves the right to halt, suspend, or terminate the Work at any time if: (a) Customer fails to make a required payment or otherwise materially breaches this Agreement; (b) Customer refuses to sign a required change order or otherwise fails to agree to work that is necessary (in Contractor’s professional judgment) to complete the Project safely or in compliance with law; or (c) site conditions or Customer’s actions (or inactions) render continuing the Work unsafe, unlawful, or impracticable. In the event Contractor suspends work due to Customer’s breach or refusal, Contractor shall give notice to Customer describing the issue. Contractor may keep the job idle until Customer cures the breach or the issue is resolved to Contractor’s satisfaction. Any suspension of work under this section will extend the targeted Completion Date (and any interim milestones) by at least the duration of the suspension, and possibly longer if re-scheduling crews or re-mobilization causes additional delay. If Contractor elects to terminate the Work entirely under this section (for example, if Customer has not cured a default within a reasonable time), that termination will be handled in accordance with Section 11.A (Customer default). Contractor also retains the right to cancel this Agreement prior to commencing work if, upon further review, it determines that the Project is not feasible or that necessary permits or approvals cannot be obtained. In such case of a pre-installation cancellation by Contractor (that is not due to any fault of Customer), Contractor will refund any payments made by Customer, including the $100 deposit, and neither party will have further liability (except that any Confidentiality or arbitration provisions shall survive).
11. Default and Termination

• A. Customer Default; Contractor Remedies: If Customer materially breaches this Agreement or any obligation herein, and does not cure such breach within 15 days after written notice from Contractor (or, if the breach is failure to pay, within 7 days after notice of non-payment), then Customer shall be in default. In the event of Customer default, Contractor may (at its option) suspend or terminate this Agreement. If Contractor terminates due to Customer’s default, Contractor shall be entitled to recover from Customer payment for all Work performed and materials ordered or supplied up to the date of termination, including reimbursement for any permits, inspections, restocking or cancellation fees, and a reasonable allowance for overhead and profit on the portion of the Work completed. If the default occurs after substantial portions of the Work have been completed or equipment ordered, Contractor’s damages may equal the Contract Price (or a prorated portion thereof) less any costs saved by Contractor due to early termination. In addition, Contractor shall be entitled to any other remedies available at law or equity to recover losses caused by Customer’s breach, including reasonable attorneys’ fees and costs of collection or enforcement. Customer agrees that Contractor’s early termination fee specified in Section 17.D (if applicable) is a reasonable pre-estimate of certain costs in the event Customer cancels without cause after the statutory cancellation period. These remedies are cumulative and survive any termination of this Agreement.
• B. Contractor Default; Customer Remedies: If Contractor materially breaches its obligations under this Agreement and fails to cure such breach within 15 days after receiving written notice from Customer describing the breach in reasonable detail, then Customer may terminate this Agreement by sending written notice of termination to Contractor. In that event, Contractor shall promptly refund to Customer any amount pre-paid by Customer in excess of the value of work actually and properly performed by Contractor up to the termination date. (For example, if Customer paid for equipment that was not delivered, that portion must be refunded; if a deposit was paid and no work performed, it must be refunded.) Apart from refund of unearned amounts, Customer’s exclusive remedy for Contractor’s unexcused failure to perform is to terminate and receive the above refund. Contractor shall have no further liability for damages or losses except to refund amounts as provided, unless otherwise required by law.
• C. Termination upon Completion: This Agreement shall automatically terminate upon the later of: (i) the Completion Date (completion of installation and any required inspections/approvals), and (ii) Contractor’s receipt of full payment of the Final Price and any other amounts due from Customer. Termination of the Agreement under this provision does not extinguish any warranties or indemnities that extend beyond completion, nor does it affect the validity of the arbitration clause or other provisions which by their nature or terms are intended to survive.
• D. Customer’s Right to Cancel (Statutory Cancellation Rights): Notwithstanding anything to the contrary in this Agreement, Customer retains any and all rights to cancel this transaction that are provided by applicable state or federal law. Customer may have the right to cancel this Agreement within three business days (or other period as mandated by law) of entering into it. The specific cancellation rights and procedures are set forth in the attached Notice of Cancellation documents (see Section 17 and the State-Specific Notice of Cancellation statements below), which are incorporated into this Agreement. To exercise a legally provided cancellation right, Customer must notify Contractor as described in the applicable Notice of Cancellation. If Customer timely and properly cancels the Agreement under those provisions, Contractor will refund all payments made by Customer (including the $100 deposit) within the timeframe required by law, and this Agreement shall be void except as to any restitution owed.

Early Termination Fee: If Customer elects to cancel or terminate this Agreement after any legally applicable cancellation period has expired and before Contractor has begun installation of the System (for example, Customer decides to back out of the Project without legal cause), Customer agrees that Contractor is entitled to compensation for pre-installation costs incurred. In such event (a cancellation beyond the statutory period but prior to mobilization), Customer shall pay Contractor an early termination fee of $1,000 (applicable for solar photovoltaic system projects) or, for other types of installations or smaller projects, a reasonable cancellation charge not to exceed the lesser of $1,000 or the actual costs incurred by Contractor for permits, engineering, administrative work, and restocking fees. This early termination fee is intended to cover Contractor’s time, expenses, and opportunity costs and is not a penalty. Contractor may deduct this fee from any refund otherwise due to Customer. If Customer has not paid the required deposit or if the incurred costs exceed payments made, Contractor may invoice Customer for the fee, which shall be due upon receipt. This provision does not limit Contractor’s remedies for an uncured Customer default during or after installation work (Section 11.A), but specifically addresses voluntary customer-initiated cancellation before installation.

12. Indemnification

• A. Contractor’s Indemnity of Customer: To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Customer harmless from and against any third-party claims for property damage or personal injury (including death) to the extent caused by the negligent acts, omissions, or willful misconduct of Contractor or its employees, subcontractors, or agents in the performance of the Work. Contractor’s duty to indemnify does not apply to the extent that any loss or damage is caused by the negligence or wrongful acts of Customer or unrelated third parties.
• B. Customer’s Indemnity of Contractor: Customer shall defend, indemnify, and hold Contractor (and its members, officers, employees, and agents) harmless from and against any claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (i) Customer’s breach of this Agreement or of any law or regulation in connection with the Project; or (ii) Customer’s negligence or willful misconduct in connection with the Project or the condition of Customer’s property (including any injury to Contractor’s personnel or damage to Contractor’s equipment caused by an unsafe condition or act attributable to Customer). This indemnity does not require Customer to indemnify Contractor for Contractor’s own negligence.
• C. Procedure: A Party seeking indemnification under this section shall promptly notify the other Party in writing of any claim or lawsuit for which indemnity is sought, and shall reasonably cooperate in the defense. The indemnifying Party may assume control of the defense of such claim with counsel of its choosing, provided that any settlement of a claim shall be subject to approval of the indemnified Party (not to be unreasonably withheld) if the settlement imposes any non-monetary obligation or admission of fault on the indemnified Party.
• D. Survival: The obligations in this Section 12 (Indemnification) shall survive completion of the Work or any termination of this Agreement.

13. Limitation of Liability To the maximum extent permitted by law, neither Party shall be liable to the other for any special, incidental, indirect, or consequential damages arising out of or relating to this Agreement or the performance of the Work, including but not limited to lost profits, lost use of the System, or lost savings, even if that Party has been advised of the possibility of such damages. Contractor’s aggregate liability for any and all claims arising under this Agreement, whether in contract, tort (including negligence), or otherwise, is limited to the total amount paid by Customer to Contractor under this Agreement. The limitations in this section do not apply to liability for personal injuries, willful misconduct, or fraud, or to the extent prohibited by law. Customer understands that the pricing of this Agreement is based on the inclusion of this limitation of liability, and that Contractor would not have entered into this Agreement without it.
14. Insurance Contractor represents that it will maintain appropriate insurance coverage for its operations, including general liability insurance and workers’ compensation insurance for its employees, in accordance with applicable legal requirements. Contractor will provide proof of insurance to Customer upon request. Customer acknowledges that Contractor’s work may involve subcontractors, who will also carry insurance as required by law. Customer is responsible for maintaining any homeowners or property insurance it desires to cover the Project or any potential losses (Contractor’s liability is limited as stated in this Agreement regardless of Customer’s insurance).
15. Force Majeure (Delays Beyond Contractor’s Control) Contractor shall not be responsible or liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control. Such “Force Majeure Events” include, but are not limited to: acts of God; extreme weather or environmental conditions (e.g. storms, floods, lightning strikes); fire or explosions; war, terrorism, or civil disturbances; strikes or labor disputes not caused by Contractor; unexpected supply chain disruptions or back-ordered materials; pandemics, epidemics, or governmental orders arising from public health emergencies; unforeseen governmental or utility delays (such as prolonged permitting, inspection, or interconnection approvals); or any other events that could not reasonably be foreseen and are beyond Contractor’s power to overcome. If a Force Majeure Event occurs, Contractor’s performance time shall be extended for the period of the delay caused by the event, and Contractor shall not be deemed in breach due to the delay. Contractor will make commercially reasonable efforts to mitigate the effect of the delay and to proceed with the Work once the force majeure condition is resolved. If a Force Majeure Event continues for an extended period, Contractor and Customer will discuss in good faith whether contract modifications (including potential termination without fault) are appropriate.
16. Statutory Warranty for Minnesota Projects (This section applies only to projects located in the State of Minnesota.) For installations performed in Minnesota, the following statutory warranties are provided pursuant to Minnesota Statutes Chapter 327A, which governs home improvement warranties: (a) One-Year Warranty: For one year from the “warranty date” (which is the Completion Date of the Project), the Work shall be free from defects caused by faulty workmanship or defective materials that were supplied by Contractor. (b) Two-Year Warranty: For two years from the warranty date, the Work shall be free from defects caused by faulty installation of plumbing, electrical, heating, or cooling systems (if any were part of the Project). (c) Ten-Year Warranty: For ten years from the warranty date, the Work shall be free from major construction defects (as defined by Minn. Stat. § 327A.01) resulting from Contractor’s act or omission. These statutory warranty periods commence upon the warranty date (completion of the home improvement).

The above warranties are subject to the terms and exclusions of Minn. Stat. § 327A.03 and § 327A.04. Among other things, the statutory warranties do not cover normal wear and tear or defects caused by abuse, modification, or lack of maintenance by the homeowner, nor do they cover damage from external factors beyond the contractor’s control (such as weather events). Under Minnesota law, Customer must notify Contractor in writing within six months after discovering any defect which Customer believes is covered by these statutory warranties, and Customer must allow Contractor a reasonable opportunity to inspect and offer to repair the claimed defect before Customer pursues any legal remedy. Minnesota law also provides a process for resolving home warranty disputes, including an opportunity for Contractor to cure any defect after notice. The remedies provided by the Minnesota statutory warranties are the exclusive remedies for covered defects in the Work’s physical condition. Contractor does not exclude or limit the statutory warranties and nothing in this Agreement shall be interpreted to waive them – any language in this Agreement that conflicts with Chapter 327A is modified to comply with that law. A copy of Minnesota Statutes Chapter 327A can be provided to Customer upon request for full details of these rights.

17. Dispute Resolution and Arbitration A. Good Faith Resolution: In the event of any dispute or disagreement between Customer and Contractor arising out of this Agreement or the Work, the Parties agree to first make a good-faith attempt to resolve the issue through direct communication. Customer shall notify Contractor of the dispute and the desired resolution, and the Parties shall meet or confer within a reasonable time to attempt to resolve the matter amicably.
18. Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the Work (including the validity, interpretation, breach, or termination of the Agreement), that cannot be resolved by mutual agreement, shall be resolved by final and binding arbitration. By agreeing to arbitration, both Contractor and Customer waive the right to a trial in court and to a jury. The arbitration shall be administered by the American Arbitration Association (AAA) under its Construction Industry Arbitration Rules then in effect (unless the Parties mutually agree on a different arbitration forum or set of rules). If the AAA is unable or unwilling to arbitrate the dispute, the Parties shall agree on an alternate reputable arbitration service or arbitrator. The arbitration shall take place in the state where the Project was performed, and if feasible, in the county where the property is located. This agreement to arbitrate is governed by the Federal Arbitration Act (9 U.S.C. §§1-16) and, to the extent applicable, by any state arbitration laws that do not conflict with the federal law.
19. Arbitration Procedure: A Party desiring to initiate arbitration must send written notice to the other Party (as provided in Section 19 for notices) stating its intent to arbitrate and summarizing the dispute. The Parties shall then promptly work to select a mutually acceptable arbitrator. If they cannot agree, the initiating Party may file a demand for arbitration with the AAA (or agreed alternative) to appoint an arbitrator. The arbitrator shall be an attorney or retired judge with experience in construction contract disputes, or another individual with suitable technical and legal expertise. The arbitrator shall allow reasonable discovery consistent with the expedited nature of arbitration. All arbitration proceedings, including any award, shall be confidential, except to the extent disclosure is required to enforce an award or as otherwise required by law.
20. Arbitration Award: The arbitrator shall have authority to award any relief that a court of competent jurisdiction could award under this Agreement, provided that the arbitrator’s award must be consistent with the terms of this Agreement (including the limitation of liability in Section 13 and the waiver of certain damages). The arbitrator may award reasonable attorneys’ fees and costs to the prevailing Party in the arbitration, in accordance with applicable law or if the interests of justice so require. The arbitration award shall be written, signed by the arbitrator, and final and binding on both Parties. Judgment on the arbitration award may be entered in any court having jurisdiction.
21. Mechanics’ Lien and Emergency Relief: Notwithstanding the above agreement to arbitrate, Contractor expressly reserves all rights to file, perfect, or enforce a mechanic’s lien against the property in accordance with state law. Contractor may, if necessary, file a lawsuit for the sole purpose of recording or foreclosing a mechanic’s lien or seeking any pre-judgment remedy (such as an injunction) to secure payment, without waiving the right to arbitrate other aspects of any dispute. If either Party seeks injunctive relief or an order to compel arbitration, such action shall not waive the right to arbitrate the underlying dispute.
22. Waiver of Jury and Class Actions: The Parties understand and agree that by agreeing to binding arbitration, they are waiving any right to a jury trial. Customer also agrees that any arbitration or claim shall be conducted on an individual, case-by-case basis, and not as a class, collective, or consolidated action. The arbitrator shall have no authority to consolidate the claims of multiple persons or to certify a class action.

This arbitration agreement shall survive the termination or expiration of this Agreement. If any portion of this Section 17 is deemed invalid or unenforceable, it shall be severed, and the remainder of the arbitration agreement shall remain in full force.

18. Governing Law; Venue This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of the State of Minnesota, except to the extent preempted by federal law (including the FAA with respect to the arbitration clause). The Parties acknowledge that Contractor’s principal place of business is in Minnesota, and that Minnesota law shall govern the interpretation of contractual issues and any substantive matters, regardless of the location of the Project or the conflict of law rules of any jurisdiction. Subject to the arbitration requirement above, any legal action or proceeding arising out of this Agreement (including actions to compel arbitration or to enforce an arbitration award or lien foreclosure actions) shall be brought in a court of competent jurisdiction in the State of Minnesota, unless Contractor, in its sole discretion, chooses to bring a suit in the state where the property is located. Customer consents to the jurisdiction of Minnesota courts for such purposes.
19. Notices Any formal notices or communications required or permitted under this Agreement (for example, a notice of cancellation, notice of breach, or demand to arbitrate) shall be given in writing and delivered to the receiving Party at the address or email provided in the order or as subsequently updated in writing. Notices may be delivered by hand, by certified U.S. mail (return receipt requested), or by email (with evidence of delivery/read receipt). Mailed notices shall be deemed given three business days after deposit in the U.S. Mail, postage prepaid. Email notices shall be deemed given upon acknowledgment of receipt by the recipient or a delivery confirmation (automated replies excluded). Either Party may change its notice address or email by giving notice to the other in accordance with this section. For convenience, Customer may also contact Contractor’s customer service for routine communications, but any legal notice (such as a notice of cancellation or claim of defect) should be directed to Contractor’s business address: 101 Isanti Parkway NE, Suite G, Isanti, MN 55040, Attn: Legal Notices, or the email address specifically provided by Contractor for such notices.
20. Additional Provisions

• Entire Agreement: This Agreement (including any attachments or state-specific notices contained herein and any change orders or addenda signed by both Parties) constitutes the entire agreement between Contractor and Customer regarding the Project. It supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral, relating to the subject matter. Customer represents that they are not relying on any representation or promise not set forth in this Agreement. Any amendments to this Agreement must be in writing and signed or acknowledged by both Parties (except as otherwise provided for change orders or updates to scheduling).
• Assignment: Customer may not assign or transfer any rights or obligations under this Agreement without Contractor’s prior written consent. Contractor may assign this Agreement to an affiliate or sublicense certain work to subcontractors in the ordinary course of business, provided that Contractor remains responsible for the performance of the Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties’ respective heirs, successors, and permitted assigns.
• No Waiver: The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of that provision or any other provision. A waiver on any one occasion shall not be deemed a waiver of any future right or provision. All waivers must be in writing to be effective.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be reformed and enforced to the maximum extent permitted by law, or if reformation is not possible, it shall be deemed severed, and the remaining provisions of this Agreement shall remain in full force and effect.
• Headings: The headings and section titles in this Agreement are for convenience of reference only and shall not affect the interpretation of the Agreement.
• Counterparts and Electronic Acceptance: This Agreement may be executed or accepted in counterparts, which together will form one instrument. An electronic acceptance or online “click-through” acceptance by Customer shall have the same force and effect as a handwritten signature on a paper contract. A PDF or electronic copy of this Agreement (including the Notice of Cancellation forms) shall be considered as effective as an original.
• Authority: If Customer is an entity or if someone is accepting this Agreement on behalf of the property owner, the person accepting represents that they have full authority to enter into this Agreement and to bind the Customer (and property owner, if different) to its terms.

Statutory Notices: The following sections include important Notices to Customer required by state law, including mechanics’ lien notices and information about Customer’s cancellation rights. These notices are incorporated in and form part of this Agreement.