Terms & Conditions - Minnesota

(Upon acceptance of proposal become binding as part of the contract)

By accepting Century Fence Company, a division of Century Companies, Inc.’s proposal the Customer acknowledges that Customer has read, understands, and agrees to the following Terms and Conditions as part of this Agreement.

1) Acceptance. Century Fence’s proposal, estimates, quotes and comprise this Agreement along with these terms and conditions and any specifications, drawings, samples, or other written terms and conditions, proposals, scope of services, addenda, fee schedule, and purchase and work orders approved by Century Fence which are all specifically incorporated in this Agreement. Any purchase order, acknowledgment ticket, invoice, supplemental agreement, or other instrument from the General Contractor, Owner or Customer, or acceptance of the work by Customer, shall be construed as an acceptance of this Agreement.  

2) Insurance Coverage.  Century Fence will maintain standard General Liability and Worker's Compensation coverage as required by the state the work is to be performed in. Any additional coverage required by the General Contractor, Owner and/or Customer will be available only upon request, if it is available. An additional charge to cover the cost of that specific coverage will be considered an agreed change order to this Agreement.

3) Pricing.  The prices set forth herein are based upon current prices and are subject to change without notice.

4) Project Schedule.  Customer’s project will be placed on Century Fence's schedule only after Century Fence receives: (1) a signed installation Agreement and (2) a deposit of 50% of the total quoted estimate, all of which must be accepted by Century Fence. The schedule and completion of the project may be affected by unfavorable weather, including snow, rain, hail, muddy terrain, etc. The schedule and completion of the project may also be affected by other unanticipated circumstances, including delays in prior projects, employee illness or emergency, product or material availability, customer availability or readiness, and other circumstances beyond Century Fence's control. Not all of Century Fence's projects involve easy terrain, favorable soil conditions, or fast installation. Century Fence will make its best efforts to complete the project in a timely matter; however, Century Fence is not liable for any delays during the project. In the event the work is delayed, Century Fence will work with Customer to reschedule for a mutually convenient time.

5) Payment Terms.  All accounts are payable in United States funds, free of exchange, collection or other charges.  Century reserves the right to lien the owner of the property if timely payment is not received.  CREDIT CARD PAYMENTS SUBJECT TO 5% PROCESSING FEE.  Unless otherwise agreed, prior to Century Fence scheduling the project, Customer agrees to pay a minimum deposit of 50% of the quoted amount per this Agreement. The balance will be due IMMEDIATELY upon substantial completion of the project. Substantial completion is defined as the stage when the Customer or Owner can use the project for its intended purpose. If the project is substantially complete, Customer is responsible to pay the full contract amount in accordance with this Agreement, and Century Fence will attempt to install any punch list item(s) within one week after substantial completion of the project.  Card payments are subject to a 5% convenience charge. Any amounts not paid within two weeks of completion will accrue interest at the rate of 18% per year from the substantial completion date until paid in full. 

6) Quotations And Proposals.   All quotations and proposals of Century Fence are made for prompt acceptance and any term quoted is subject to change without notice, unless specifically stated otherwise in the quotation or proposal. Prices quoted by Century Fence and accepted by Customer are subject to escalation as specified in Century Fence’s quotation and this Agreement. All prices are exclusive of any federal, state, or special taxes imposed on the sale or use of goods and services sold.

7) Cancellation.  Purchase orders once placed can be cancelled only with Century Fence’s prior written consent, and then only without loss to Century Fence, including compensation to Century Fence for all completed work, work in progress, and work-related special materials, fabrication, assembly, engineering, general, and administrative expenses, subcontractor cancellation charges, and normal profits. No products associated with Century Fence’s services may be returned for credit or adjustment without express prior written permission from Century Fence. 

8) Modifications.  Century Fence reserves the right to change or modify the design and construction of any products or the procedures and methods for its work incurring no obligation to furnish or install such changes or modifications on products previously or subsequently sold or to use such procedures or methods regarding services previously or subsequently provided.

9) Building Permits and Approvals. Customer is solely responsible for any building permits or other permits or approval that may be required by any city, municipality, county, government entity, or owners association. Century Fence does not seek applications for necessary government or approvals that may be required. Customer is solely responsible and assume all liability for any and all fines, fees, or other penalties that may be assessed on the basis of any permit, approval, or lack thereof. Customer agrees to fully indemnify and hold Century Fence harmless for any such penalty. All permits or licenses including the payment of fees therefore shall be the sole responsibility of Customer.

10) Access to Water & Electricity. Some projects may require use of a water and/or electric source. Customer agrees to allow Century Fence access to any electrical outlet and all water spigots at the project site. Customer agrees that Customer is responsible for the cost of the water and electricity.

11) Property Lines & Neighbors. If the fence cost is to be split between neighboring properties, both owners must have separate agreements with Century Fence to authorize work. Only when the fence cost is split between neighbors, and both neighbors have a contract with Century Fence, the fence may be installed on the property line. If neighbors do not have separate contracts, only the Customer with a contract with Century Fence shall be held legally responsible for making payment in full to Century Fence and shall be solely responsible for collecting the shared cost, if any, from their neighbor. Even when installing a fence within a customer's property line, Century Fence installers are sometimes required to step over property lines when installing fences. Customer is solely responsible for procuring permission from any neighboring property owners to allow Century Fence to enter surrounding property for the limited purpose of installing the fence. Customer assume any liability that results from a failure to get permission for Century Fence to enter the property needed to install the fence.  Century Fence assumes no liability for disputes between neighbors. Customer agrees to fully indemnify and hold Century Fence harmless in any such dispute that may arise regarding disputes over property lines, complaints of trespassing, or other neighbor complaints, claims or disputes relating to Century Fence’s work including any and claims claims by neighboring or adjacent property owners.

12) Damage to Property. All efforts will be made to prevent damage to Customer’s property during installation. Customer agrees to hold Century Fence and its employees and sub-contractors harmless for any damage to property that could not have reasonably been foreseen, including but not limited to concrete, sod, pavers, flower beds, decorations, mulch, and pavement. Customer agrees to notify Century Fence of any damages made by Century Fence's installation team within 24 hours of the occurrence of the damage. If Customer does not notify Century Fence of damage within this time frame, Customer waives any claim Customer may have against Century Fence with respect to such damage. 

13) Equipment On Site. Some projects require use of equipment, including heavy equipment, and sometimes Century Fence must leave this equipment and other materials at the project site for projects. Customer agrees to assume all risk and liability for any damage, injury, death, or harm that may be associated with any equipment or materials at or near the project site and agree to release us from the same. Customer also agrees not to take or damage our equipment or materials or allow others to do so.

14) Nonconforming Work.   Customer shall notify Century Fence in writing of any alleged nonconformity of services, goods, and/or disputed invoices tendered by Century Fence under this Agreement within ten (10) days after receipt of the services, goods, and/or invoices. Such written notice shall provide a detailed explanation and description of the alleged nonconformity and/or dispute. If Century Fence agrees with Customer’s nonconformity in the work, goods and/or services assessment(s), Century Fence shall have the right, at its sole and exclusive option, to cure the improper tender or delivery by correcting the tender or substituting tender of conforming goods and/or services within a reasonable time after receipt of Customer’s notice of nonconformity. Customer shall grant Century Fence’s reasonable requests for extension of time to cure any improper tender. Century Fence and Customer will cooperate in good faith to resolve any such disputes regarding invoices within ten (10) days after the dispute is submitted to Century Fence. If such resolution of the dispute favors Customer, Century Fence shall credit Customer for the disputed amount. If such resolution favors Century Fence, payment is due within ten (10) business days that Customer is notified of such resolution. Customer’s failure to provide notice of nonconformity as above described shall be prima facie evidence of conformity of the work, goods, services, and invoices tendered by Century Fence under the Agreement. Customer shall protect and preserve all allegedly nonconforming goods and shall strictly follow the reasonable instructions of Century Fence. Customer shall incur only those expenses that are reasonable and necessary in fulfilling its obligation to protect and preserve all allegedly nonconforming goods. An extra charge will be made to Customer for any material or labor additional to that specified herein to the extent necessary to make a complete installation in a workmanlike manner and final measurement after erection will be added to this Agreement.

15) Installation Area. All property line stakes and grade stakes are to be established by Customer.  Fence and all installations are to follow ground lines unless otherwise provided for in this Agreement. Customer is solely responsible for identifying and marking property lines and fence line locations. Century Fence and its installers assume no responsibility for location of property lines and any obstructions. Unless otherwise directed by Customer, the work and fencing will be installed inside the property line as Customer has designated. Any alteration or deviation from the specifications involving extra costs will be charged accordingly.  

16) Site Conditions & Preparation of Work Site.   Obstructions of every nature which in any manner interfere with the erection of fence shall be moved by Customer prior to commencing work on fence.  This Agreement does not contemplate the encountering of rock, swampy conditions, or boulders larger than the hole to be dug.  Should  any of the above conditions be encountered, Customer shall pay the actual cost of the additional work caused thereby unless stated  in this Agreement. A minimum clearing of four feet along the intended fence line is required for proper installation of any fence.  Customers is responsible for clearing this path of trees, shrubs, rocks, and any other obstacles. Customer agrees to prepare the work site by ensuring that it is clean, clear, and accessible for proper installation. Customer agrees to keep children, pets, bushes, shrubs, and pet feces away from the work site. If the work site is not prepared for installation, the installers may leave the premises and proceed to the next project, which may result in an added trip fee. In the event that the Customer decides to reschedule due to non-clearance, Customer will be charged for an added trip fee. If Customer would like Century Fence to clear the path, such request must be submitted ahead of time, and this additional work can be added to this Agreement and performed for an additional fee.  Customer agrees to assume responsibility for any damage to items along the fence line that were not moved in preparation for installation or that are unmovable, such as sheds, flower beds, decorations, patios, lighting, cables, and so on. Customer agrees not to hold Century Fence responsible for damages when a four-foot clean clearance is not available for Century Fence to work in.

17) Identification of Underground Obstructions.  Before work is commenced on site, Customer shall furnish Century Fence with the location and character of any underground wire, pipe, sewers conduits, obstructions, conditions, or restrictions of any nature which might interfere with injuries, or other damages.  Customer agrees to release, indemnify, hold harmless and defend Century from and against any and all liability, losses, damages, fines and expenses caused thereby or from any claims, demands or suites based thereon. Before commencing installation of the project, Customer acknowledges that every excavator and everyone who is responsible for planning non-emergency excavations is to provide Gopher State One Call advance notice of at least three business days to the one-call 811 system which must be contacted in advance.  Gopher State One Call or applicable local resources shall be used by Customer to obtain information on safe working clearances.  If Customer fails to comply, Century Fence may contact local underground public utilities to have lines located and marked prior to installation. Gopher State One Call will usually mark the location of the utility lines within three business days. However, there are some items that will not be marked such as unrecorded or private lines. It is important that prior to installation, Customer identify and accurately mark the location of any or all the following items and bring them to the attention of Century Fence prior to commencement of work: 

a. Underground sprinklers, sprinkler watering lines and wiring;

b. Underground water lines for swimming pools, water features, outbuildings, etc.;

c. Underground electrical lines for swimming pools, water features, outbuildings, outdoor lighting, etc.;

d. Irrigation piping, French drains, septic drainage areas, etc.;

e. Underground “invisible” fences, or other security installations;

f. Any electrical, water, gas, phone, DSL, or cable that utility companies in the area do not provide locating services; 

g. Any other private utilities, underground items or hazards of which Customer is aware and that are not immediately visible or apparent. 

Century Fence is not responsible for damage to any unmarked or incorrectly marked line, wire, or other object. Under applicable law, Century Fence is not permitted to use machinery to dig any holes within close proximity of any markings. Such holes are required to be dug by hand. Each hand-dug post will be an additional charge added to the quoted estimate.

18) Job Delays.  When work is commenced by Century Fence under this Agreement, work may be continued to completion without interruption, including, without limitation, interruptions caused by other contractors or changes in the plans of Customer.  In the event that Century Fence is required to withdraw from work after commencement, Customer agrees to pay charges covering the actual expenses incurred.  It is understood that when Century Fence's crew reports to the job site by appointment, this constitutes starting work. Century Fence shall not be responsible for delays, defaults or damages occasions by force majeure events and any causes beyond Century's control including, without limitations, governmental actions or orders, embargoes, strikes, lockouts, fires and floods. Century Fence incurs costs, both before and after the start of a project, relating to preparation for the project, purchase of materials, mobilization of its workforce, labor, and other efforts. Accordingly, if Customer terminate this Agreement any time after signing it, but before substantial completion of the project, Century Fence will be entitled to retain either 10% of the quoted price or the price for material and labor that has already been provided, whichever is more, and which may be taken from any deposit. Customer agrees that in most cases, actual damages would be difficult to calculate with reasonable certainty. Therefore, if Century Fence chooses, within its sole discretion, to retain 10% of the quoted price, Customer agrees that that amount will constitute liquidated damages, not a penalty. Customer agrees that Century Fence has the right to cancel the project and this Agreement if it deems necessary. In the event Century Fence terminates this Agreement, Customer agrees to pay for what has been completed through the date of cancellation, including but not limited to the price of materials and labor.

19) Laws & Venue.  This Agreement is subject to all applicable laws, regulations and ordinances of any federal, state or local governmental authority or agency. The parties agree that any disputes arising out of this Agreement shall be governed by the laws of the State of Minnesota but venue shall be Waukesha County, Wisconsin.

20) Limited Warranty.  All material and labor sold hereunder is warranted to be free from installation defects for a period not to exceed (1) one year from date of completion.  In the event of any breach hereunder, Century Fence agrees at is sole discretion to either repair or replace any defects without charge, or the purchase price refunded at the option of Century Fence. IN NO EVENT SHALL CENTURY FENCE BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES. There are no warranties which extend beyond the description on the face hereof other than Century Fence guarantees its installation and workmanship for a period of one (1) year from the date of the completion of the project under normal conditions. Manufacturers' warranties for materials, if any, shall pass to Customer to the extent permitted by law, and Century Fence will use reasonable efforts to assist Customer in claiming any warranties on materials. Century Fence is not responsible for any failure or defect in materials, and nothing shall be construed as rendering Century Fence as an agent.  This Limited Warranty does not include any damage due to acts of God; wind damage; abnormal weather; using the fence or gate in a manner other than how it was designed, installed, and intended for use; or damage resulting from Customer’s alteration of the fence or gate. Any job that has been installed on towers will also be excluded from this extended warranty, as Century Fence cannot warrant the integrity long term. This Limited Warranty is non-transferable and is applicable only to the original Customer. This Limited Warranty is void and does not take effect until the project is paid in full. If Customer have a warranty claim, Customer must submit it in writing to Century Fence in writing. THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS PARAGRAPH IS EXCLUSIVE AND NO OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY, ORAL, WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY. THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS PARAGRAPH IS EXCLUSIVE AND NO OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY, ORAL, WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY, UNLESS THE CUSTOMER IS AN INDIVIUAL, THEN ANY IMPLIED WARRANTIES CUSTOMER HAS SHALL BE LIMITED TO THE LENGTH OF THE LIMITED WARRANTY OUTLINED IN THIS PARAGRAPH. 

21) Limitation of Liability. The liability of Century Fence, its agents, employees, subcontractors, and suppliers regarding all claims arising out of the performance or non-performance of Century Fence's obligations for the design, manufacture, sale, delivery, storage, installation, and/or use of the products sold under this Agreement, or the rendition of services, whether based on warranty, contract, negligence, strict liability or otherwise, shall not exceed, in the aggregate, the net purchase price (excluding taxes and freight) for such products or services, and shall in no event include damages for loss of profits or revenue; loss by shut-down; increased expense of operation of facilities or equipment; increased cost of purchasing or providing equipment, materials, supplies or services; cost of replacement power or capital; claims of Customer’s customers; inventory or use charges; or incidental, special, or consequential damages of any nature. Century Fence is not responsible for any damage to surface or subsurface property, including, trees, shrubs, landscaping, hardscape, and sprinkler systems, etc. Century Fence shall not be responsible for any damage to structures or buildings to which the fence is connected. Century Fence shall in no way be liable for claims related to property lines, trespass, or encroachment, and Customer expressly waive such claims against Century Fence. 

22) Indemnification. Customer agrees to indemnify and hold harmless Century Fence, its agents, employees, subcontractors, and suppliers from all claims of third parties arising from any loss, cost, expense, or damage incurred or claimed by third parties for property damage, property encroachment or trespass, and/or bodily injury, including death, to the proportionate extent such damage arises from the negligence or willful misconduct of Customer or Customer’s employees, guests, invitees, representatives, agents, or officers. 

23)  Right to Repossess.  Customer hereby grant to Century Fence a security interest in the goods and materials sold to Customer under this Agreement, along with any proceeds therefrom, until payment in full under this Agreement has been received by Century Fence. Customer agrees to sign and deliver to Century Fence any document that Century Fence reasonably requests to perfect this security interest. All materials used for fence installation remain the property of Century Fence until the invoice is fully paid. Customer agrees to permit Century Fence to access the property and repossess and remove materials if final payment is not made within two weeks after the project is substantially complete. Century Fence reserves all legal remedies, including lien rights or litigation, if Customer fail to make payment in full.

24) Transportation Costs. Unless otherwise specified in Century Fence’s invoice, Customer shall pay all transportation charges for products of or sold by Century Fence based on point of shipment or manufacture, insurance charges, and charges for stampings, bills of lading, or other documents.

25) Risk Of Loss. Unless otherwise agreed by Century Fence in writing, title, and risk of loss, injury, or destruction shall pass to Customer at point of origin of the statement. Any such loss, injury, or destruction shall not release Customer from its obligation under the Agreement.

26) Costs of Collection.  Should the Customer default in its obligations herein, the Customer shall, in addition to other obligations herein, be liable to Century Fence for all costs of collection, including reasonable attorney's fees. In any action (including but not limited to demand, negotiation, mediation, arbitration, litigation, and judgment enforcement) related to or arising out of this Agreement, Century Fence will be entitled to recover costs and expenses, including but not limited to reasonable attorney fees, expert witness fees, deposition costs, collection costs, and other expenses, whether incurred through legal action or otherwise and whether incurred before or after judgment.

27) Installation.  Installation of fencing product is part of the services provided by Century Fence as is fully licensed and insured company when installing fences, railings, and related structures. Your satisfaction is important to us. To ensure the work and installation is performed in a satisfactory manner, Century Fence desires that Customer have a full and clear understanding of the project installation and know what to expect before, during and after installation and completion of the project.   Century Fence’s installation services are subject the following:

1. Scheduling: While Century Fence will attempt to complete the work as scheduled, please be aware that the work schedule may be affected by a number of circumstances as set forth in the terms below, including unfavorable weather. In the unlikely event that the work is delayed, Century Fence will work with Customer to reschedule for a mutually convenient time.
2. Review of Project Prior to Installation: On the day the Century Fence installers arrive to begin the work, they will review the property boundaries as designated by the Customer, review gate placement, discuss any issues that may interfere with the original plan, and answer any questions Customer might have.
3. Respecting Customer’s Property: Century Fence’s installers will attempt to work efficiently while creating as little inconvenience for Customer as possible. However, Customer should expect some noise and foot traffic to and from the installation area.
4. Completion: When the work is complete, Customer agrees to promptly inspect the project, a representative of Century Fence will review the completed project, and Century Fence will discuss any issues that may arise. Prior to leaving the job site, Customer will be asked to acknowledge satisfactory completion of the project and work. 
5. Cleanup: Fence posts are installed a minimum of 24 inches into the ground. The necessary digging will result in several gallons of excess dirt. Century Fence will relocate the dirt to other areas of the project location for a flat fee. If Customer would like the excess dirt removed from the property instead, Century Fence will haul it away for an additional charge, depending on the amount of excess dirt and material to be removed. 
6. Change Orders. All prices are quoted based on measurements taken during a quote.  If such measurements do not align with the measurements of the final fence due to a change in fence location, or the Customer's request for more or less fencing than originally quoted, a written change order document is required. If Customer change the fence location or decide Customer want more or less fencing, Customer agrees that such changes may result in additional charges above the quote. Change orders, hidden obstacles, and added labor will result in additional charges above the quote. If Customer do not accept the modified quote within 30 days, it is subject to change. Customer agrees that underlying rocks, concrete, shale, hardpan, hidden pipe, electrical wiring, unexpected soil conditions, and any other objects or substances that will require jack-hammering, blasting, drilling, or extra labor that could not be determined and is unknown to the salesperson at time of estimate will result in additional labor and material cost above the quoted estimate when applicable. These circumstances do not occur frequently, but they are always a possibility. In addition, any changes or additions to the project that Customer request after installation has begun will be subject to additional charges for labor, materials, and time above the quoted estimate. For this reason, Century Fence quotes state an approximate installation cost and are subject to adjustment based upon these unknown factors and any requested changes.
7. Finished Project. Due to variation in manufactured materials, uneven ground, unexpected ground material, or other conditions, the finished fence may not be or look exactly how Customer pictured before installation. Notwithstanding, if the fence was installed in substantial compliance with the specifications set forth in the above quote, Customer shall be liable for the full cost of the fence, including materials, labor, and all other costs and fees.
8. Fence Height. If a fence is built following the elevation of the ground, as is typical, variations in finished height may occur. If the Customer requests that the fence follow a straight line on top, the bottom of the fence will not follow the ground, and gaps may appear under the fence. If Customer want the gaps filled, Customer agrees to pay an agreed upon additional cost. 

28) Customer Warranties. The Customer represents and warrants: (a) if customer is an entity, it is duly organized, validly existing, and in good standing under the laws of its origin, with all requisite power to enter into and perform its obligations under this Agreement under its terms, (b) if Customer is an individual, Customer has performed the due diligence for installation of fences and gates within Customer’s property boundaries, and has the requisite authority to enter into and perform Customer’s obligations under this Agreement, and (c) neither Customer’s equipment nor facilities will pose a hazard to Century Fence’s equipment, facilities, the public, or Century Fence’s personnel, or contractors (d) Customer’s use of Century Fence’s work will comply and conform with all federal, state, and local laws, administrative, and regulatory requirements, and any other authorities having jurisdiction over the subject matter of this Agreement, and Customer will apply for, obtain, and maintain all registrations and certifications for the project which may be required by such authorities.

29) Notice To Customer Re: Lien Disclosure.  AS REQUIRED BY THE MINNESOTA CONSTRUCTION LIEN LAW Sec. 514.011 Stats., "Any person or company supplying labor or materials for this improvement to your property may file a lien against your property if that person or company is not paid for the contributions. Under Minnesota law, you have the right to pay persons who supplied labor or materials for this improvement directly and deduct this amount from our contract price, or withhold the amounts due them from us until 120 days after completion of the improvement unless we give you a lien waiver signed by persons who supplied any labor or material for the improvement and who gave you timely notice."  CENTURY FENCE HEREBY NOTIFIES CUSTOMER AND OWNER THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTION ON OWNER’S PREMISES MAY HAVE LIEN RIGHTS ON OWNER’S LAND AND BUILDINGS IF NOT PAID.  THOSE ENTITLED TO LIEN RIGHTS, IN ADDITION TO CENTURY FENCE, ARE THOSE WHO CONTRACT DIRECTLY WITH OWNER OR THOSE WHO GIVE OWNER NOTICE OF FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTION.  OWNER SHOULD GIVE EACH NOTICE RECEIVED TO OWNER’S MORTGAGE LENDER.   

31) Notice Concerning Construction Defects. If applicable, Customer agrees to deliver to Century Fence a written notice of any construction conditions alleged to be defective before Customer files a lawsuit, and Customer agrees to provide Century Fence the opportunity to make an offer to repair or remedy the alleged construction defects to the extent required by applicable law. 

32) Disclaimer.  Century Fence expressly disclaims and rejects any proposed indemnification or “hold harmless” obligations contained in any other writing. 

33) Miscellaneous.  The foregoing terms and conditions are the final expression of the terms and conditions of this Agreement, and are intended as a complete and exhaustive statement of the contract terms between the parties.  Modifications or changes shall only be permitted by signed writing between the Customer and Century Fence.  This Agreement shall not be assigned by Customer, in whole, or in part, without the written consent of Century Fence, and shall be binding upon the successors, administrators,  executors or assigns of the parties  hereto.  The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provision(s) were omitted. Waiver of any default shall not be considered as a waiver of any subsequent default.  No conditions, terms, agreements, or stipulations other than those stated herein shall be binding on Century Fence.  Any attempt by Customer to insert or include any different or additional terms and conditions not in conformity with this Agreement shall be invalid. If conflict occurs between this Agreement and other provisions incorporated in writing in the Agreement by Century Fence, this Agreement shall prevail. The Agreement shall not be modified or altered by any subsequent course of performance between Customer and Century Fence, and this Agreement shall constitute an express waiver and variance from, amendment to, or modification of, any agreement submitted by Customer to Century Fence. In rendering any service or providing any product, Century Fence shall be an independent contractor.