TGA PERFORMANCE

STANDARD TERMS AND CONDITIONS

The following Standard Terms and Conditions are incorporated by reference into your consent for services by TGA Performance.

Definitions. Capitalized terms shall have the following meanings. ‘Customer’ shall mean the undersigned person requesting and authorizing work by TGA Performance. ‘TGA’ shall mean The Graham Agency Performance and Service, LLC, d.b.a. TGA Performance. The following terms and conditions, along with the attached scope of work shall be referred to as the ‘Contract.’

Authority. Customer hereby certifies that they have the legal right to authorize services for the vehicle, either through legal ownership, lease rights, or written authorization from the vehicle's owner. Customer authorizes TGA to take the steps necessary to perform the services listed on this Contract, including any necessary on-road vehicle testing. Customer hereby grants TGA permission to operate the vehicle on streets, highways or public roadways for the purpose of testing and/or inspecting the vehicle. Customer agrees that it will maintain legally required and proper insurance and registration on the vehicle throughout TGA’s services. TGA reserves the right to request documentation of Customer’s insurance and registration at any time. 

Risk of Loss – Personal Property. TGA does not accept any risk or liability for any damage, theft, or acts of god to vehicles, parts, personal property, or tools stored on premises, inside or outside. Customer must remove all personal property from its vehicle. Customer acknowledges TGA is not responsible for any existing damage. 

Payment. All invoices presented to Customer must be immediately paid in full. Payment must be made in full before the vehicle will be returned to Customer. All tunes must be paid upfront before the vehicle is run on the dyno. Customer is fully responsible for any punitive, legal, or monetary charges incurred from bad checks, rescinded or disputed charges. In the event that Customer fails or refuses make full payment, or any part thereof, within 3 days of TGA’s final invoice, Customer shall pay a charge equal to the lesser of (a) three percent (3%) per month on the unpaid balance from the date of Customer’s failure to pay, or (b) the maximum amount permitted by law. 

• TGA reserves the right to take no action, perform no repairs, and does not guarantee any scheduling/timing until Customer makes all required payments. Failure to make timely payments may result in stoppage of all work and/or cancellation of this Contract.

Disassembly. If you authorize disassembly of the vehicle or a vehicle component to provide an estimate or commencement of services and do not authorize completion of a service or service, a charge will be imposed for disassembly, reassembly, or partially completed work and you agree to pay the same. Such charges will be directly related to the actual amount of labor and parts involved in the inspection, service, or service.

Additional Damage. During the service process, additional problems may be uncovered. If TGA technicians discover the need for services outside of those listed on the Contract, work on the vehicle may cease, and notification of required services will be sent to the Customer. TGA will not perform any services outside of those listed on the Contract without prior written or verbal authorization from Customer. The lesser of 10% or $25.00 over the initial estimate is hereby authorized. TGA is not responsible for repairing all unknown, latent, or hidden defects and damage unless listed on the Contract. TGA shall not be responsible for ensuring the vehicle’s compliance with laws and makes no representations about its roadworthiness, including checking for and completing any recalls.

Subcontractors. TGA reserves the right to subcontract or assign all or a portion of its obligations and services under this Contract. 

Parts. Customer authorizes the use of used, rebuilt or reconditioned, and non-OEM parts as contained on TGA’s estimate.

Non-OEM Parts. Customer acknowledges that any services using parts not made by the vehicle's manufacturer may lead to the following:

• Lease or Finance Violation: Some lease and finance Contracts require the purchaser or lessee to make services using only original manufacturer parts. 
• Decrease in Value: Repairs made using aftermarket parts may lead to increased depreciation and lost vehicle value. 
• Manufacturer Warranty: Some vehicle manufacturers require that all services be made using only OEM parts. Use of aftermarket parts may void vehicle warranties. 
• Damage or increased cost: The use of non-OEM parts may result in damage to the vehicle, persons, property, and cause it to not perform as designed. The use of non-OEM parts may also increase the costs and frequency of required maintenance. 

It is advised that Customer take the above risks into account when choosing parts necessary for services. While Customer has the sole right to choose which parts are used for services, TGA reserves the right to exercise professional judgement and refuse to make services using certain parts in its sole discretion.

Race/Motorsport/Off-Road Activity. TGA makes no representation about the appropriate and safe activities for which a vehicle that is modified to a condition different from how it was designed and manufactured by the original manufacturer may be used. Customer is solely responsible for determining the appropriate and safe activities for which any such modified vehicle may be used and Customer assumes all liability for injury, death, and loss resulting therefrom. Furthermore, any such vehicle will not be able to pass emissions tests and will not be street legal.

Limited Labor Warranty. TGA provides a handshake 30-day warranty on labor and retains the sole discretion of what work is covered. This limited warranty does not cover any parts, which may or may not be covered by the manufacturer. TGA will not be held liable for damages or failures occurring after Customer has paid for final bill. TGA does not warrant any outside work or vehicles and systems modified or serviced by others after TGA. TGA does not make refunds on any custom orders, engine work, or on any body parts. TGA must be notified for any warranty claims prior to any other shop is permitted to fix/diagnose and must obtain authorization for services first. TGA must be given first opportunity for warranty services and reserves the right to refuse any payment for outside services. Customer must commence any and all warranty claims within the warranty period or shall otherwise be forever barred from instituting any cause of action therefor. Customer hereby releases TGA from any and all liability for workmanship and material defects after the applicable warranty period. TGA shall not be responsible for any: (a) damage due to ordinary wear and tear, misuse or abusive use, abnormal stress or use contrary to any instruction issued by TGA or any manufacturer, (b) defects that are the result of characteristics common to the materials used, (c) Customer’s neglect or negligence or reckless use, storage, or maintenance, or (d) any items that have been reconstructed, repaired or altered by anyone other than TGA. TGA’s warranty is not transferable and shall terminate upon Customer’s resale or transfer of the vehicle. TGA’s liability under this warranty is limited to an amount equal to the amounts paid by Customer under this Contract. TGA’s liability under this limited warranty is fully discharged, in its sole discretion and at its expense, by either (a) repairing or replacing any defect, or (b) crediting or refunding the cost of such defect as charged to Customer (i.e. less any applicable discounts, rebates or credits). This limited warranty is in lieu of all other warranties, statutory or otherwise, express or implied, all the representations made by TGA and all other obligations or liabilities respecting the project. TGA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF WORKMANLIKE CONSTRUCTION, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY AND NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY LIABILITY IN CONNECTION WITH THE SALE OF ANY PARTS OR ACCESSORIES OR ANY REPAIRS PERFORMED TO THE VEHICLE. Implied warranties that cannot be disclaimed are only valid for the duration of the warranty periods listed herein. This limited warranty gives you specific rights, and you may also have other rights which vary from state to state.

Indemnification. To the fullest extent permitted by law, Customer shall indemnify and hold harmless, assume legal liability for and, at TGA’s option, defend it, its agents, employees, officers, directors, sureties, subcontractors, suppliers, and insurers from any claim or action arising out of, alleged to arise out of, or related to (a) Customer’s breach of any term, condition, or representation in this Contract and (b) any claims, actions, awards, liabilities, judgments, or damages for any injury to person or personal property related to the performance of this Contract by TGA, its agents, and/or subcontractors, including without limitation damage, death, and loss due to Customer’s use of a vehicle in racing, motorsport, or off-road activities. Customer shall also reimburse TGA for any court costs, reasonable attorneys’ fees and costs, settlement, judgment, or other expense that TGA, its agents, employees, officers, directors or insurers may pay or become obligated to pay, in connection with any such claims, actions, awards, liabilities, judgments, or damages. TGA may satisfy such indemnity (in whole or part) by deduction from Customer’s deposit and require additional deposit before providing further services to Customer.

Breach of Contract. TGA shall be entitled to recover any costs incurred in enforcing and interpreting its rights under this Contract or collecting payments due hereunder, including but not limited to its costs and attorney fees. 

Penalty for Non-Payment. TGA shall not be required to release the Customers vehicle until the Customer has made a full payment. In the event that auto service services rendered are not paid for within 30 days of completion, TGA reserves the right to put a lien on the vehicle or sell the vehicle to recover the costs incurred while performing approved auto service services. 

Media and Social. TGA reserves the right to take photographs and video of all Customer vehicles with the intent to market the content across our social platforms. TGA maintains full intellectual property rights to all images and video curated. Client shall have no right to reproduce or distribute media unless it receives prior consent by the Media Director.

Arbitration. Customer agrees that any and all disputes regarding or arising out of this Contract shall be referred to and finally resolved by arbitration before a single arbitrator appointed by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect and judgment on the award by the arbitrator may be entered in any court having jurisdiction thereof.

No Waiver. The failure of TGA to insist upon the performance of any of the terms and conditions of this Contract, or the waiver of any breach of any of the terms and/or conditions of this Contract, shall not be construed as thereafter waiving any such terms and/or conditions or future breach, but the same shall continue and remain in full force and effect as if no such forbearance occurred.

Assignment. This Contract is not assignable by Customer in whole or in part without the prior written consent of TGA. 

Governing Law and Forum. This Contract and all rights and duties of the parties shall be governed by the laws of the State of Colorado without regard to any conflict of law jurisprudence that would require or permit the application of the laws of any other jurisdiction. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in or presiding over El Paso County, Colorado in any legal suit, action or proceeding arising out of or based upon this Contract or the services provided hereunder.

No Liability for Certain Damages. In no event will TGA, its agents, employees, officers, directors, sureties, subcontractors, suppliers, and insurers be liable for consequential, indirect, incidental, special, exemplary, or punitive damages (including but not limited to loss of time, inconvenience, or commercial loss) related to this Contract regardless of whether the damages were foreseen or foreseeable to TGA.  

Maximum Liability. Customer agrees that TGA’s aggregate liability for any losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, for breach of Contract, tort or any other cause of action related to this Contract shall in no event exceed the total amount Customer paid to TGA for the related services.

Severability. The invalidity or unenforceability of any provision of this Contract shall not affect the validity or enforceability of any other provision. 

No Third-Party Beneficiaries. This Contract benefits solely the parties and their respective permitted successors and assigns and nothing in this Contract, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Contract.