⭐ PAVE BLACK ASPHALT – FULL TERMS & CONDITIONS ⭐
(Incorporated by reference into all Agreements and Proposals)
These Terms & Conditions (“Terms”) govern all asphalt paving, milling, overlay, repair, maintenance, and related construction services provided by Pave Black Asphalt, Inc. (“Seller”) to any customer, property owner, tenant, manager, business, or authorized representative (“Buyer”).
These Terms are expressly incorporated by reference into all proposals, estimates, contracts, work authorizations, invoices, and agreements issued by Seller.
Acceptance of any proposal, authorization of work, request for services, or payment of any invoice constitutes acceptance of these Terms, whether or not the Buyer executes a written agreement.
1. Acceptance, Authority & Personal Guarantee.
Buyer acknowledges they have read, understand, and agree to these Terms.
Buyer represents and warrants that they have full legal authority to authorize work and bind the property owner, resident, business, or corporate entity.
If Buyer is not the titled owner, Buyer personally guarantees performance and payment and is jointly and severally liable for all obligations, breaches, fees, and damages.
If any provision of these Terms is held invalid or unenforceable, only that provision shall be affected, and all remaining provisions shall remain in full force and effect.
2. Scope of Work & Estimates.
All work is based on an estimated scope derived from visible conditions and information provided by Buyer.
Actual site, subsurface, access, utility, drainage, and regulatory conditions may differ materially.
Seller reserves the right to adjust scope, materials, quantities, methods, sequencing, and pricing as conditions become known.
Sketches, layouts, and plans are for reference only and are not contract documents.
Minor deviations do not constitute a breach. Seller may subcontract portions of the work at its discretion without notice.
3. Scheduling, Delays & Force Majeure.
Scheduling and completion dates are estimates only.
Seller is not liable for delays or suspension caused by weather, permitting, inspections, material shortages, labor availability, traffic conditions, subgrade issues, third-party interference, governmental action, natural events, or other circumstances beyond Seller’s control.
Seller may suspend or cancel work due to uncontrollable events without liability.
4. Buyer Responsibilities & Due Diligence.
Buyer bears sole responsibility for due diligence, including inspections, surveys, testing, engineering, planning, and regulatory compliance.
Seller is not an inspector, engineer, surveyor, soil scientist, or consultant.
Permitting, surveying, testing, engineering, and planning are excluded unless expressly stated in writing.
Unless otherwise agreed, Buyer is responsible for:
Buyer assumes all risk for undisclosed, untested, unsuitable, or changing site conditions and for disregarding Seller’s written recommendations.
5. Changes, Extras & Authorization.
Unforeseen conditions may require additional work.
Buyer pre-authorizes Seller to adjust scope and pricing as necessary to complete the work safely and properly.
Buyer agrees that additional charges of up to one hundred fifty percent (150%) of the original contract value may be incurred without a written change order when reasonably required by unforeseen site conditions, safety concerns, code compliance, or regulatory requirements.
Subgrade amendments, hauling, disposal, pumping, conveying, craning, heating, or material protection are excluded unless specified.
6. Access, Utilities & Property Damage.
Seller requires access for large, heavy equipment. Seller is not liable for damage caused by normal access or operations.
Buyer must identify underground utilities or structures in writing prior to work. Buyer bears full responsibility for damage to unmarked or improperly disclosed utilities or structures.
7. Payment Terms (Strict Enforcement)
Invoices are due upon receipt unless otherwise stated, with a seven (7) day grace period for payment delivery.
Seller may invoice work in phases.
Invoices not disputed in writing within forty-eight (48) hours are deemed accepted as accurate and complete, constitute an account stated, and create an irrevocable, unconditional obligation to pay.
Buyer may not withhold payment for any reason, including disputes, defects, or alleged deficiencies.
Past-due balances accrue interest at 2% per month or the maximum allowed by Wisconsin law, whichever is lower.
Additional charges apply:
All fees are agreed liquidated damages, not penalties.
Theft of services will be pursued under Wis. Stat. § 943.50(1r).
Buyer is responsible for all costs of collection, including administrative costs, management time, and attorney fees.
Seller’s acceptance of partial payment shall not waive Seller’s right to pursue the remaining balance or enforce lien rights.
8. Cancellation & Non-Refundability.
All payments are non-refundable.
If Buyer cancels, Buyer owes the greater of:
9. Performance Standards & Asphalt Characteristics.
Seller will perform work in a workmanlike manner, meaning compliance with basic industry standards for the intended purpose.
Asphalt paving is not a precision product.
Thickness is measured as an average and may vary. Variations of up to 25% in thickness, volume, weight, or area are acceptable.
Imperfections—including seams, texture variation, color differences, cracking, depressions, and compaction variation—are normal and not defects.
Perfection is expressly disclaimed.
10. Drainage, Water & Surface Conditions.
Seller makes no guarantees regarding drainage, ponding, water movement, or surface performance.
Overlay work may not correct underlying conditions.
Existing cracks and joints may reappear.
Seller is not liable for deterioration caused by weather, subgrade instability, freeze-thaw cycles, de-icing agents, traffic loading, salt exposure, or lack of maintenance.
11. Warranty (Limited & Non-Transferable)
Materials and workmanship will meet basic industry practices at installation.
This warranty excludes:
No implied warranties apply, including merchantability or fitness for a particular purpose.
12. Defects, Claims & Right to Cure.
Defects must be:
Seller retains a two-year right to cure and sole discretion over repair methods.
All invoices must be paid in full before inspections, repairs, or warranty consideration.
13. Ownership of Materials.
Materials remain Seller’s property until paid for in full.
14. Indemnification & Insurance.
Buyer must maintain insurance and indemnify and hold harmless Seller from all claims, losses, damages, or expenses arising from Buyer’s breach, negligence, recklessness, or intentional acts.
15. Limitation of Liability.
Seller’s liability is limited to direct damages only.
Seller shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, business interruption, or reputational harm.
16. Dispute Resolution & Non-Disparagement
16.1 Condition Precedent to Dispute Resolution (Payment Required)
Buyer expressly agrees that full payment of all invoiced amounts, whether disputed or undisputed, is a material condition precedent to Buyer’s right to initiate, participate in, or continue any dispute resolution process of any kind.
Buyer acknowledges this provision reflects a commercially reasonable “pay now, resolve later” framework standard in the construction industry.
This includes, without limitation, mediation, arbitration, litigation, administrative or regulatory complaints, public reviews, disparagement, or indirect third-party claims.
Buyer acknowledges and agrees that payment of invoices does not waive Buyer’s right to pursue a dispute on the merits and that Buyer’s sole remedy for any proven claim is recovery through the dispute resolution process outlined herein.
Buyer further agrees that withholding payment constitutes a material breach of this Agreement and waives Buyer’s right to invoke dispute resolution until payment is made in full.
16.2 Mandatory Mediation
Buyer agrees to engage in good-faith, third-party mediation as a mandatory prerequisite to initiating arbitration or litigation.
Mediation shall occur in Outagamie County, Wisconsin, before a mutually agreed mediator, or if none is agreed, a mediator selected by the Seller.
Mediation costs shall be shared equally unless otherwise allocated by the mediator.
Failure to participate in mediation in good faith constitutes a material breach of this Agreement.
16.3 Non-Disparagement & Pre-Dispute Conduct
Buyer agrees that, prior to and during any dispute resolution process, Buyer shall not publish, encourage, or cause any public review, disparaging statement, or adverse communication—directly or indirectly—regarding the Seller, its affiliates, employees, or work.
This restriction applies to all platforms, including but not limited to online reviews, social media, trade groups, regulatory submissions, or communications through third parties.
16.4 Remedies for Breach
Buyer agrees that any violation of this Section, including failure to pay prior to dispute resolution, refusal to mediate in good faith, or public disparagement, constitutes a material breach and entitles Seller to treble liquidated damages based on the contract value or the maximum amount allowed by law, in addition to all other available remedies.
Buyer acknowledges that these damages represent a reasonable pre-estimate of harm and are not a penalty.
16.5 Equitable Relief
Notwithstanding the foregoing, Seller may seek immediate injunctive or equitable relief in a court of competent jurisdiction to prevent ongoing or threatened breaches of this Agreement, including non-payment, lien impairment, or public disparagement, without first engaging in mediation.
17. No Waiver
Seller’s failure to enforce any provision of these Terms shall not constitute a waiver of Seller’s right to enforce that provision or any other provision at a later time.
18. Survival
All payment obligations, indemnification duties, limitation of liability provisions, dispute resolution requirements, and governing law provisions shall survive completion, termination, or cancellation of the work.
19. Governing Law & Venue.
These Terms are governed by Wisconsin law.
Exclusive venue and jurisdiction: Outagamie County, Wisconsin.
20. Confidentiality.
These Terms contain confidential and proprietary information.
Unauthorized use or disclosure is prohibited.
© 2026 Pave Black Asphalt, Inc. All rights reserved.
These Terms are expressly incorporated by reference into all proposals, estimates, contracts, work authorizations, invoices, and agreements issued by Seller.
Acceptance of any proposal, authorization of work, request for services, or payment of any invoice constitutes acceptance of these Terms, whether or not the Buyer executes a written agreement.
1. Acceptance, Authority & Personal Guarantee.
Buyer acknowledges they have read, understand, and agree to these Terms.
Buyer represents and warrants that they have full legal authority to authorize work and bind the property owner, resident, business, or corporate entity.
If Buyer is not the titled owner, Buyer personally guarantees performance and payment and is jointly and severally liable for all obligations, breaches, fees, and damages.
If any provision of these Terms is held invalid or unenforceable, only that provision shall be affected, and all remaining provisions shall remain in full force and effect.
2. Scope of Work & Estimates.
All work is based on an estimated scope derived from visible conditions and information provided by Buyer.
Actual site, subsurface, access, utility, drainage, and regulatory conditions may differ materially.
Seller reserves the right to adjust scope, materials, quantities, methods, sequencing, and pricing as conditions become known.
Sketches, layouts, and plans are for reference only and are not contract documents.
Minor deviations do not constitute a breach. Seller may subcontract portions of the work at its discretion without notice.
3. Scheduling, Delays & Force Majeure.
Scheduling and completion dates are estimates only.
Seller is not liable for delays or suspension caused by weather, permitting, inspections, material shortages, labor availability, traffic conditions, subgrade issues, third-party interference, governmental action, natural events, or other circumstances beyond Seller’s control.
Seller may suspend or cancel work due to uncontrollable events without liability.
4. Buyer Responsibilities & Due Diligence.
Buyer bears sole responsibility for due diligence, including inspections, surveys, testing, engineering, planning, and regulatory compliance.
Seller is not an inspector, engineer, surveyor, soil scientist, or consultant.
Permitting, surveying, testing, engineering, and planning are excluded unless expressly stated in writing.
Unless otherwise agreed, Buyer is responsible for:
- Permits and approvals
- Utility locating and marking
- Drainage and water management
- Erosion control
- Pavement layout and shouldering
- Landscaping and site preparation
Buyer assumes all risk for undisclosed, untested, unsuitable, or changing site conditions and for disregarding Seller’s written recommendations.
5. Changes, Extras & Authorization.
Unforeseen conditions may require additional work.
Buyer pre-authorizes Seller to adjust scope and pricing as necessary to complete the work safely and properly.
Buyer agrees that additional charges of up to one hundred fifty percent (150%) of the original contract value may be incurred without a written change order when reasonably required by unforeseen site conditions, safety concerns, code compliance, or regulatory requirements.
Subgrade amendments, hauling, disposal, pumping, conveying, craning, heating, or material protection are excluded unless specified.
6. Access, Utilities & Property Damage.
Seller requires access for large, heavy equipment. Seller is not liable for damage caused by normal access or operations.
Buyer must identify underground utilities or structures in writing prior to work. Buyer bears full responsibility for damage to unmarked or improperly disclosed utilities or structures.
7. Payment Terms (Strict Enforcement)
Invoices are due upon receipt unless otherwise stated, with a seven (7) day grace period for payment delivery.
Seller may invoice work in phases.
Invoices not disputed in writing within forty-eight (48) hours are deemed accepted as accurate and complete, constitute an account stated, and create an irrevocable, unconditional obligation to pay.
Buyer may not withhold payment for any reason, including disputes, defects, or alleged deficiencies.
Past-due balances accrue interest at 2% per month or the maximum allowed by Wisconsin law, whichever is lower.
Additional charges apply:
- 7 days overdue: 5% lien process fee
- 15 days overdue: 15% non-payment fee (material breach)
- 30 days overdue: 30% collections fee
- 60 days overdue: $3,500 litigation fee + one-third (⅓) of the outstanding balance
All fees are agreed liquidated damages, not penalties.
Theft of services will be pursued under Wis. Stat. § 943.50(1r).
Buyer is responsible for all costs of collection, including administrative costs, management time, and attorney fees.
Seller’s acceptance of partial payment shall not waive Seller’s right to pursue the remaining balance or enforce lien rights.
8. Cancellation & Non-Refundability.
All payments are non-refundable.
If Buyer cancels, Buyer owes the greater of:
- 50% of the contract value, or
- The value of work performed and costs incurred
9. Performance Standards & Asphalt Characteristics.
Seller will perform work in a workmanlike manner, meaning compliance with basic industry standards for the intended purpose.
Asphalt paving is not a precision product.
Thickness is measured as an average and may vary. Variations of up to 25% in thickness, volume, weight, or area are acceptable.
Imperfections—including seams, texture variation, color differences, cracking, depressions, and compaction variation—are normal and not defects.
Perfection is expressly disclaimed.
10. Drainage, Water & Surface Conditions.
Seller makes no guarantees regarding drainage, ponding, water movement, or surface performance.
Overlay work may not correct underlying conditions.
Existing cracks and joints may reappear.
Seller is not liable for deterioration caused by weather, subgrade instability, freeze-thaw cycles, de-icing agents, traffic loading, salt exposure, or lack of maintenance.
11. Warranty (Limited & Non-Transferable)
Materials and workmanship will meet basic industry practices at installation.
This warranty excludes:
- Normal wear and maintenance
- Environmental exposure
- Subgrade or structural movement
- Chemical or de-icing exposure
- Improper use or overloading
- Unauthorized repairs or alterations
No implied warranties apply, including merchantability or fitness for a particular purpose.
12. Defects, Claims & Right to Cure.
Defects must be:
- Reported in writing within 48 hours of invoice, and
- Substantiated by qualified expert reports within two (2) weeks
Seller retains a two-year right to cure and sole discretion over repair methods.
All invoices must be paid in full before inspections, repairs, or warranty consideration.
13. Ownership of Materials.
Materials remain Seller’s property until paid for in full.
14. Indemnification & Insurance.
Buyer must maintain insurance and indemnify and hold harmless Seller from all claims, losses, damages, or expenses arising from Buyer’s breach, negligence, recklessness, or intentional acts.
15. Limitation of Liability.
Seller’s liability is limited to direct damages only.
Seller shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, business interruption, or reputational harm.
16. Dispute Resolution & Non-Disparagement
16.1 Condition Precedent to Dispute Resolution (Payment Required)
Buyer expressly agrees that full payment of all invoiced amounts, whether disputed or undisputed, is a material condition precedent to Buyer’s right to initiate, participate in, or continue any dispute resolution process of any kind.
Buyer acknowledges this provision reflects a commercially reasonable “pay now, resolve later” framework standard in the construction industry.
This includes, without limitation, mediation, arbitration, litigation, administrative or regulatory complaints, public reviews, disparagement, or indirect third-party claims.
Buyer acknowledges and agrees that payment of invoices does not waive Buyer’s right to pursue a dispute on the merits and that Buyer’s sole remedy for any proven claim is recovery through the dispute resolution process outlined herein.
Buyer further agrees that withholding payment constitutes a material breach of this Agreement and waives Buyer’s right to invoke dispute resolution until payment is made in full.
16.2 Mandatory Mediation
Buyer agrees to engage in good-faith, third-party mediation as a mandatory prerequisite to initiating arbitration or litigation.
Mediation shall occur in Outagamie County, Wisconsin, before a mutually agreed mediator, or if none is agreed, a mediator selected by the Seller.
Mediation costs shall be shared equally unless otherwise allocated by the mediator.
Failure to participate in mediation in good faith constitutes a material breach of this Agreement.
16.3 Non-Disparagement & Pre-Dispute Conduct
Buyer agrees that, prior to and during any dispute resolution process, Buyer shall not publish, encourage, or cause any public review, disparaging statement, or adverse communication—directly or indirectly—regarding the Seller, its affiliates, employees, or work.
This restriction applies to all platforms, including but not limited to online reviews, social media, trade groups, regulatory submissions, or communications through third parties.
16.4 Remedies for Breach
Buyer agrees that any violation of this Section, including failure to pay prior to dispute resolution, refusal to mediate in good faith, or public disparagement, constitutes a material breach and entitles Seller to treble liquidated damages based on the contract value or the maximum amount allowed by law, in addition to all other available remedies.
Buyer acknowledges that these damages represent a reasonable pre-estimate of harm and are not a penalty.
16.5 Equitable Relief
Notwithstanding the foregoing, Seller may seek immediate injunctive or equitable relief in a court of competent jurisdiction to prevent ongoing or threatened breaches of this Agreement, including non-payment, lien impairment, or public disparagement, without first engaging in mediation.
17. No Waiver
Seller’s failure to enforce any provision of these Terms shall not constitute a waiver of Seller’s right to enforce that provision or any other provision at a later time.
18. Survival
All payment obligations, indemnification duties, limitation of liability provisions, dispute resolution requirements, and governing law provisions shall survive completion, termination, or cancellation of the work.
19. Governing Law & Venue.
These Terms are governed by Wisconsin law.
Exclusive venue and jurisdiction: Outagamie County, Wisconsin.
20. Confidentiality.
These Terms contain confidential and proprietary information.
Unauthorized use or disclosure is prohibited.
© 2026 Pave Black Asphalt, Inc. All rights reserved.
