These Terms and Conditions (“Terms”) form part of the entire agreement between Chroma, LLC d/b/a Chroma Coatings (“Company”) and the Client identified in the accompanying Estimate. By accepting the Estimate, Client agrees to be bound by these Terms. The Estimate, together with these Terms, constitute the entire agreement between Company and Client.
1. SCOPE OF WORK
The specific services to be provided by Company are detailed in the Estimate. Services may include painting, flooring installation, and other renovation or finishing work as specified.
1.1 Surface Preparation (Painting Services)
When painting services are included in the Estimate:
- All surfaces receiving paint will be properly prepared and ready to receive paint in accordance with manufacturer’s printed instructions
- Holes, cracks, and other imperfections shall be suitably patched and filled with a compound recommended by the manufacturer of the paint and then primed
- Surfaces shall be brought to true even surfaces if possible, prior to painting (Note: areas such as railings may not be able to achieve true even surface due to excess paint build-up)
Surface Preparation Limitation:
- Standard preparation includes patching of holes and cracks less than 2 inches in size. Larger repairs are not included unless specifically noted in the Estimate.
- For existing structures: Preparation is based solely on conditions visible and identified during the Company’s assessment, walkthrough, or customer-supplied photographs.
- For new construction: Preparation is based on plans, renderings, and specifications provided to Company. Our scope assumes surfaces will be delivered in “paint-ready” condition as defined by industry standards, with all drywall finishing, sanding, and basic prep work completed by others. We require a minimum of Level 4 drywall finish per GA-214-2021 standards.
- Any additional preparation requirements discovered during the project that were not visible or apparent during the initial assessment or not indicated in the provided plans may require a change order and additional costs.
1.2 Flooring Installation
When flooring installation services are included in the Estimate:
- Company will install flooring materials as specified in the Estimate
- Subfloor preparation will be limited to standard cleaning, leveling, and repair of visible imperfections
- Company is not responsible for hidden subfloor defects, moisture issues, or structural problems that are not visible during the initial assessment
- Transitions, trim, and finishing details will be as specified in the Estimate
Subfloor Limitation: The Estimate assumes a sound, level subfloor within industry standards. Additional subfloor preparation, moisture mitigation, or structural repairs discovered during installation may require a change order and additional costs.
1.3 Other Services
For other services included in the Estimate, preparation and execution will be as detailed in the Estimate. Similar to painting and flooring services, Company’s responsibility is limited to conditions visible during assessment or specified in provided plans.
1.4 Materials
Unless otherwise specified in the Estimate, Company will select and provide all materials necessary to complete the work. All materials will be of professional quality from reputable manufacturers.
1.5 Equipment and Storage
- Company may require to have a storage container on-site to keep materials and equipment as needed
- Lifts will be parked in a designated area as needed
1.6 Lift Operations
In order to be effective on this project, the use of lifts may be necessary:
- Company’s lift operators are certified
- All protective equipment such as harnesses and hard hats will be worn during operation
- For areas where cars are present, Company will send a message one week in advance for owners to relocate vehicles
- Cars left in working areas will be covered as best as possible, but Company is not responsible for damages
- Working areas will be roped off with a competent person directing people and the lift operator
2. PROJECT EXECUTION
2.1 Project Phases
The project may be divided into phases as detailed in the Estimate.
2.2 Work Schedule
Regular working hours, weekend work, and after-hours work (if applicable) will be specified in the Estimate.
2.3 Weather Considerations
Project timelines are estimated based on favorable working conditions. Exterior painting work requires specific temperature and humidity conditions as recommended by paint manufacturers (typically 50-90°F with humidity below 85%). Company reserves the right to reschedule exterior work due to:
- Rain, snow, or other precipitation
- Extreme temperatures (below 50°F or above 90°F)
- High humidity or dew conditions
- Strong winds
- Other adverse weather conditions
Weather delays are not considered a breach of contract and will extend the completion timeline accordingly.
2.4 Schedule Coordination for New Construction
For new construction projects, Company’s work is dependent on the timely completion of preceding trades. If project delays from other trades impact the schedule:
- Schedule changes must be communicated at least 5 business days in advance
- Significant rescheduling (more than 7 days from original date) may impact our overall timeline and potentially our pricing
- Multiple mobilizations (starting and stopping work) due to other trade delays may incur additional setup fees as specified in the Estimate
Company will coordinate closely with the general contractor/project manager to minimize these issues and maintain efficient workflow.
3. PAYMENT TERMS
The total project cost is specified in the Estimate. Unless otherwise mutually agreed upon:
- Materials and Mobilization down payment required prior to job starting
- Project will be split into phases as detailed in the Estimate
- Upon completion and sign-off of each phase, an invoice will be issued
- Each invoice to be paid in full for that portion of work
- Preferred Payment Method: ACH bank transfer (details provided on invoice)
- Alternative payment methods will be specified in the Estimate
4. STANDARD CONDITIONS
The following terms and conditions are standard for all Company projects unless specifically modified or excluded in the Estimate. Any variations to these standard conditions must be explicitly documented and agreed upon in writing.
4.1 Color and Finish Disclaimer
While Company makes every effort to match colors precisely, slight variations may occur due to:
- Differences between paint batches
- Changes in ambient lighting conditions
- Differences in surface texture and porosity
- Natural aging of existing surfaces
Company recommends approving test samples on the actual surface before full application. Once colors are approved and applied, any changes will incur additional costs.
4.2 Unforeseen Conditions
- For existing structures: This agreement is based on visible conditions at the time of inspection or as shown in provided photographs.
- For new construction: This agreement is based on the plans, specifications, and renderings provided to Company.
Additional charges may apply if hidden damage (rot, mold, water damage, etc.) is discovered during work that was not visible during the initial assessment, or if actual construction differs from the provided plans and specifications. Company will document and notify Client promptly before proceeding with any additional work beyond the original scope.
4.3 Property Access and Utilities
The Client agrees to provide:
- Reasonable access to all work areas during agreed-upon hours
- Use of electricity, water, and restroom facilities
- Removal of items that may impede work progress
- Clear parking space for work vehicles and equipment
- Maintaining a safe work environment
4.4 Building Operations
For occupied commercial buildings, Company will work with building management to:
- Coordinate scheduling to minimize disruption to business operations
- Adhere to building security protocols
- Post proper signage for wet paint areas
- Follow all building safety regulations and requirements
4.5 Change Orders and Scope Expansion
Any modifications to the agreed scope of work must be documented in a written change order and signed by both parties. Verbal instructions without written documentation may lead to misunderstandings and are not binding.
Project Scope Expansion: Client may request additional services or expansion of the project scope during the project. Such requests will be handled as follows:
- Request and Evaluation: Client shall submit the request to Company, which will evaluate the feasibility, pricing, timeline implications, and impact on other scheduled projects.
- Change Order Documentation: If Company agrees to the scope expansion, a written change order will be prepared detailing:
- Description of additional work
- Additional materials required
- Additional cost for the expanded scope
- Impact on project timeline and completion date
- Any necessary modifications to original phase completion dates
- Any modifications to payment schedule
- Any necessary adjustments to other terms
- Execution: The change order becomes effective only upon signature by authorized representatives of both parties or explicit email confirmation from authorized representatives.
- Payment: Unless otherwise specified in the change order, payment for additional work will follow the same phase-based payment structure as the original agreement, with proportional adjustments to phase amounts.
- Resource Allocation: Company will make reasonable efforts to accommodate scope expansions, but Client acknowledges that significant expansions may require rescheduling of resources and labor.
Company is not obligated to perform work outside the original scope until a change order is executed. Client acknowledges that scope expansions may necessitate adjustment of the project timeline, completion date, and sequencing of project phases.
4.6 Cancellation Policy
- Cancellation more than 14 days before project start: Full refund of deposit
- Cancellation within 14 days of project start: 50% of deposit retained for scheduling and material costs
- Cancellation after project has begun: Client is responsible for payment of work completed plus materials purchased
4.7 Insurance
Company maintains comprehensive general liability insurance, workers’ compensation coverage, and commercial auto insurance. Certificates of insurance will be provided upon request.
4.8 Site Safety
Company will comply with all OSHA regulations and maintain a safe working environment. All staff will wear appropriate personal protective equipment. Company reserves the right to halt work if unsafe conditions arise that are beyond Company’s control.
4.9 Final Inspection and Project Acceptance
Upon completion of each project phase and the overall project, the following process will apply:
- Phase Completion Notification: Company will notify Client in writing or by email that a project phase is complete according to the scope defined in the Estimate and any approved change orders.
- Phase Inspection Period: Client shall have five (5) business days from receipt of the phase completion notification to conduct an inspection and identify any items requiring touch-up or correction that fall within the original scope of work for that phase.
- Phase Punch List: Any touch-ups or corrections identified during this inspection will be documented in writing and completed promptly at no additional cost, provided they fall within the original scope of work.
- Automatic Phase Acceptance: If Client does not conduct the phase inspection within the five (5) business day period, or does not provide a written list of items requiring correction, the phase shall be deemed accepted by Client.
- Phase Payment Due: Payment for the completed phase is due immediately upon phase acceptance, whether through explicit acceptance or automatic acceptance as described above.
- Final Project Completion: Upon completion of all phases, Company will issue a final project completion notice.
- Final Project Inspection: Client shall have five (5) business days from receipt of the final project completion notice to conduct a final inspection of the entire project.
- Automatic Final Acceptance: If Client does not conduct the final project inspection within the five (5) business day period, or does not provide a written list of final items requiring correction, the entire project shall be deemed accepted by Client.
- Separate Contract for Additional Work: Any requested modifications or additions that fall outside the original scope of work will require a new estimate and contract.
Project completion is determined by completion of the scope of work as defined in the Estimate and any approved change orders, not by subjective standards. Work will be considered complete when it has been performed according to industry standards and the agreed-upon scope, even if Client desires additional work beyond the original scope.
4.10 Communication Protocol
Each project will be assigned a dedicated project manager who will be the Client’s primary point of contact throughout the project. Weekly progress reports will be provided, and immediate notification will be given for any issues requiring client attention. A communication chain with designated representatives from both parties will be established at the project kickoff meeting.
4.11 Project Documentation
Company will maintain detailed project documentation including:
- Daily progress logs
- Photographic documentation of before, during, and after conditions
- Material data sheets and warranty information
- All approved change orders
Complete documentation will be provided to the Client upon project completion for Client’s records.
4.12 After-Hours Work and Noise Restrictions
If work must be performed during non-business hours or weekends to minimize disruption:
- Standard labor rates apply to normal business hours (M-F, 7am-5pm)
- After-hours or weekend work will incur a premium as specified in the Estimate
- Company will adhere to all local noise ordinances and building restrictions
4.13 Photography Rights
By accepting the Estimate and these Terms, the Client grants Company the right to take photographs of the work in progress and the completed project. These photographs may be used by Company for portfolio, marketing, social media, advertising, and promotional purposes. If Client does not wish to grant these rights or has areas that must remain confidential, Client must communicate this in writing (email is sufficient) prior to the start of the project.
4.14 Clean Up
Unless otherwise stated, Company will clean up at the end of each day. Company will place tools and paint in a designated area. If Client and Company agree to leave the area in a certain state for the most efficient job, exceptions can be made to this rule.
4.15 Professional Conduct and Communication
Both parties agree to maintain professional, respectful conduct throughout the project:
- Respectful Communication: All communications between Company personnel and Client representatives shall be respectful, professional, and constructive. All formal project communications should be directed through designated points of contact established at the project kickoff meeting.
- Harassment-Free Workplace: Client agrees to provide a harassment-free environment for Company’s workers. Harassment, abusive language, threatening behavior, or discrimination will not be tolerated. Company reserves the right to remove its personnel from a hostile work environment.
- Resolution of Concerns: Any concerns about the quality of work, conduct of personnel, or project progress should be communicated directly to the project manager or to erik.nieman@chromacoatings.com rather than directly to workers on site.
- Chain of Command: Both parties will respect the established chain of command for project communications. Site-specific issues should be addressed to the on-site supervisor; project management issues to the project manager; and contract or billing issues to the assigned account manager.
- Timely Response: Both parties commit to acknowledging communications within one (1) business day and providing substantive responses within three (3) business days whenever possible.
- Work Environment: Client agrees to ensure reasonable accommodation for Company’s personnel, including access to restroom facilities, adequate workspace, and reasonable working conditions in compliance with applicable OSHA and workplace safety regulations.
- Interference with Work: Client agrees not to unnecessarily interfere with or impede the progress of work. Scheduled site visits or inspections should be arranged in advance when possible.
Company reserves the right to suspend work if Client’s conduct creates an unsafe, hostile, or unprofessional work environment, with resumption contingent upon resolution of the situation. Any work stoppage resulting from Client’s violation of these conduct provisions shall not be counted against Company’s performance timeline.
4.16 Indemnification
- Company’s Indemnification to Client: Company shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or resulting from Company’s performance of the services under this agreement, but only to the extent caused by the negligent acts or omissions of Company, its employees, agents, or subcontractors.
- Client’s Indemnification to Company: Client shall indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or resulting from Client’s acts or omissions or the acts or omissions of Client’s employees, agents, or other contractors.
- Limitation: Neither party’s indemnification obligations shall extend to claims, damages, or liabilities to the extent they result from the negligence or willful misconduct of the indemnified party.
- Notice and Defense: The indemnified party shall promptly notify the indemnifying party of any claim and shall cooperate with the indemnifying party in the defense and settlement of the claim. The indemnifying party shall have control over the defense and settlement of the claim, but the indemnified party may participate in the defense at its own expense.
- Survival: These indemnification obligations shall survive the termination or expiration of this agreement.
4.17 Right to Subcontract
- Company Authority: Company reserves the right to engage qualified subcontractors to perform some or all of the services outlined in the Estimate without prior approval from Client.
- Supervision and Responsibility: Any work performed by subcontractors shall be under Company’s direction and supervision. Company shall remain fully responsible for all work performed by its subcontractors as if performed by Company directly.
- Compliance: All subcontractors engaged by Company shall be properly licensed, insured, and qualified to perform the assigned work in accordance with industry standards.
- Subcontractor Management: Company shall be responsible for managing all subcontractor relationships, including payment, scheduling, and quality control.
- Transparency: Upon Client’s request, Company shall provide information regarding any subcontractors working on the project, including their roles and qualifications.
- Confidentiality: All subcontractors shall be bound by confidentiality obligations no less restrictive than those outlined in Section 6.4 of these Terms.
5. WARRANTY
5.1 Workmanship Warranty
Company warrants its workmanship for a period of one (1) year from the date of project completion, per the specific contracted scope of work.
- For painting services, this warranty covers peeling, blistering, flaking, or coating separation that occurs due to improper application or preparation.
- For flooring installation, this warranty covers installation defects including loose materials, improper adhesion, or incorrect fitting that occurs due to improper installation techniques.
- For other services, the specific warranty coverage is as stated in the Estimate.
This workmanship warranty is limited to labor and application/installation techniques only. This warranty covers defects related to Company’s work, but does not cover areas of fading, wear and tear, abuse, weather, or accidental damaging occurrences.
Note: The following are not considered issues of workmanship and are not covered under this warranty:
- Paint blistering and separation of caulk from wood cupping due to intense and/or direct heat
- Flooring expansion, contraction, or cupping due to environmental conditions
- Normal wear patterns in flooring or painted surfaces
- Damage caused by other trades or building occupants
- Cracks or separations that reappear due to building settling, structural movement, foundation issues, or similar building-related situations
- Repairs made to address previous settling or structural issues
If a defect in workmanship appears within one (1) year from the date of project completion and is reported to Company, Company will inspect the affected areas and perform the necessary repairs at no additional cost to Client.
5.2 Manufacturer Product Warranty
All products and materials are covered exclusively by the manufacturer’s warranty. The performance of products themselves, including but not limited to color retention, product consistency, and advertised features, is the sole responsibility of the manufacturer.
Company will gladly assist clients in communicating with product manufacturers and will serve as a liaison on the Client’s behalf in the event of any product-related issues or failures. Company will help document any product concerns, file claims, and facilitate resolution with the manufacturer, but the ultimate responsibility for product performance rests with the manufacturer.
6. ACCEPTANCE AND LEGAL PROVISIONS
The Estimate referencing these Terms constitutes the entire agreement between Company and Client. Acceptance of the Estimate, whether by electronic signature, email confirmation, or payment of deposit, indicates acceptance of these Terms in their entirety.
6.1 Notices and Communications
Project Communications: Any notice, approval, consent, or other communication required or permitted under these Terms may be provided through any of the following methods, all of which shall be considered formal and legally binding:
- Physical documents delivered in person or by mail
- Email communications to designated representatives
- Text messages (SMS) between authorized representatives
- Communications through project management platforms or apps designated for the project
Change Orders: Change orders may be executed through written signature, electronic signature, or explicit email or text message confirmation from authorized representatives of both parties, consistent with Section 4.5 of these Terms.
Legal Notices: Formal legal notices required under these Terms (including dispute notifications, breach notices, and contract termination notices) must be provided in writing or by email to erik.nieman@chromacoatings.com.
Designated Communication Channels:
- Primary Project Contact: The Chroma-appointed Project Manager for the specific job-site (daily operations, scheduling, site-specific issues)
- Executive Escalation: aj.dressler@chromacoatings.com (project escalations, operational issues, final authority)
- Legal Contact: erik.nieman@chromacoatings.com (contract disputes, legal notices)
- Client shall provide primary email address and phone number for project communications
- Both parties may designate additional authorized representatives for specific types of communications
Delivery and Confirmation:
- Email notices shall be considered delivered when sent, provided no delivery failure message is received
- Text messages shall be considered delivered when sent from the phone numbers designated by each party
- For time-sensitive communications, Company may use multiple methods to ensure receipt
Record Keeping:
- Both parties agree to maintain records of all electronic communications related to the project
- Screenshots, email threads, and text message records shall be acceptable documentation for project communications and approvals
- All change order confirmations (whether signed or electronic) must be maintained as project records
Authorization:
- Each party shall designate which individuals are authorized to provide binding communications on their behalf
- Any limitations on authority must be communicated in writing at project commencement
- Emergency communications may be accepted from any party representative, subject to subsequent written confirmation
6.2 Dispute Resolution
In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement through the following process:
- Direct Communication: The parties shall first attempt to resolve any disputes through direct communication between Client and Company’s representative.
- Mediation: If the dispute cannot be resolved through direct communication, the parties agree to engage in mediation. The mediation shall be conducted in Wake County, North Carolina by a neutral third-party mediator mutually agreed upon by both parties, with the costs of mediation split equally between Company and Client.
Both parties agree that mediation shall be the sole and exclusive method of resolving any disputes arising out of or relating to these Terms.
6.3 Governing Law and Jurisdiction
These Terms and the relationship between Company and Client shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to its conflict of law provisions. The parties agree that any proceedings related to mediation shall be held in Wake County, North Carolina.
6.4 Confidentiality
Both parties agree to maintain the confidentiality of certain information shared during the course of the project:
- Company’s Confidential Information: Client agrees not to disclose Company’s confidential information including but not limited to: pricing structures, estimates, proprietary techniques, business processes, supplier relationships, and any other non-public information about Company’s business operations. Client may disclose pricing information only to their officers, directors, employees, contractors, financial advisors, or others who need to know for budgeting or approval purposes.
- Client’s Confidential Information: Company agrees not to disclose Client’s confidential information including but not limited to: business information, financial information, property details, trade secrets, and any other private information provided by Client. Company may use photographs of the completed work as permitted under Section 4.13 (Photography Rights).
- Duration: These confidentiality obligations shall remain in effect for three (3) years following the completion of the project.
- Subcontractors: Company shall ensure that any subcontractors it engages for the project are bound by confidentiality obligations no less restrictive than those contained herein.
This confidentiality provision does not restrict either party from disclosing information that: (a) was rightfully in the party’s possession prior to receiving it from the other party; (b) is or becomes publicly available through no fault of the receiving party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is required to be disclosed by law or court order.
