AEP SPAN 20 YEAR STANDARD PANEL SIDE SEAM WEATHERTIGHTNESS LIMITED WARRANTY AGREEMENT
This LIMITED WARRANTY AGREEMENT issued XXXXXX (“Date of Issuance”) sets forth the complete understanding and agreement with respect to the following:

OWNER:

PROJECT:

PRODUCT(S):

INVOICED TO:

ORDER NUMBER(S):

AEP Span (“AEP”), a division of VP Consolidated Holdings, Inc., and the Roofing Contractor identified below (“Roofing Contractor”) severally extend this 20 Year Standard Panel Side Seam Weathertightness Warranty for the metal roofing panel side seam only (“Roof System”) as manufactured by AEP and installed on a building or buildings (“Building”) for the original Project identified above (“Project”) for the original Building Owner identified above (“Owner”) subject to the terms, conditions and limitations set forth in this document. No terms or conditions other than those stated herein, and no agreement or understanding, oral or written, purporting to modify these terms or conditions, shall be binding on AEP or the Roofing Contractor unless hereinafter made in writing by AEP.

In consideration for the Owner agreeing to the terms herein as the sole basis of the bargain, AEP and the Roofing Contractor warrant that AEP’s materials and the Roofing Contractor’s workmanship on the Project, subject to the terms and conditions set forth in this document, will be adequate to prevent leaks through the Roof System for a period of twenty (20) years commencing with the Date of Substantial Completion (as defined herein). In the event of leaks, this warranty will be fully satisfied by repair or replacement of the Roof System, and any such repairs or replacements shall carry a similar warranty against leaks only for any remaining balance of the original warranty period. This Warranty is not an insurance policy or maintenance agreement. The Owner has sole responsibility to perform routine inspections and maintenance of the Roof System on a regular basis.

There shall be no liability or responsibility on AEP or the Roofing Contractor for any leakage or damage to the Roof System caused by or associated with:

Corrosion or deterioration caused by exposure to marine (salt water) atmosphere; moisture containing salt from atmospheric conditions; constant spray of any type of water; condensation of water vapor; drainage from rooftop equipment including venting stacks; or corrosive chemicals such as metallic contact with or oxidation run off from copper, lead, or treated lumber, or corrosive chemicals such as ash or fumes generated from chemical plants, foundries, plating works, kilns, fertilizer factories, paper plants and the like.
Alterations to the Project or Roof System without prior written approval and authorization of such alterations from AEP.
Damage to all or any part of the Roof System caused by acts of God or unspecified natural disasters such as but not limited to lightning, hail, fire, explosion, earthquake, winds in excess of those specified, accidents, vandalism, falling objects, civil commotions, terrorism, acts of war, or any other cause outside the direct control of AEP.
Conditions that block the drainage or free flow of rain water or snow or ice melt, or allow or encourage ponding or standing water, or allow or encourage uncontrolled drainage onto any part of the Roof System.
Inadequate vapor barriers or lack of adequate ventilation of attic spaces.
Roofing underlayments that have granular or abrasive surfaces that can abrade any portion of the Roof System.
Lack of regular, normal, or routine care in maintaining the Roof System.

In the event of a leak in the Roof System, both AEP and the Roofing Contractor must be notified in writing within 30 days. The Owner must allow representatives of AEP and the Roofing Contractor reasonable time and opportunity to inspect the Roof System. AEP shall, at its sole option, have the right to specify the repair work for stopping the leak, and reserves the right to undertake, supervise or approve the repair work. Owner agrees to reimburse AEP for all reasonable investigation costs incurred by AEP for leaks not warranted hereunder. Failure of Owner to properly notify or reimburse AEP releases AEP from any further liability under this agreement.

The Roofing System, if found to be defective, will be repaired, restored, or replaced at AEP’s discretion. AEP reserves the right to discontinue items in its product line or offering. Should the product covered under this warranty be discontinued, AEP shall have the right to substitute a product of equal quality at its sole discretion. It is understood that normal exposure to the elements may preclude a perfect color or finish match with replacement materials. The warranty on repaired, restored, or replaced products supplied hereunder shall be for the remainder of the original warranty period.

This Warranty Agreement shall be null and void if AEP’s details and specifications are not followed in performing any installation, repair, restoration, or replacement work covered by this Warranty Agreement. This Warranty Agreement is tendered for the sole benefit of the original owner as named above and is not transferable or assignable. This Warranty Agreement becomes valid only when signed by the original Owner, the Roofing Contractor, and an authorized representative of AEP. This Warranty  Agreement shall not apply and shall be null, void and of no effect if AEP and the Roofing Contractor have not been paid in full for all their materials and services provided for the Project.

The “Date of Substantial Completion” is hereby defined as the earlier of (i) the date of the Owner’s certificate of substantial completion for the Building or the Project, (ii) the date of the Owner’s certificate of occupancy or actual occupancy of the Building or the Project, or (iii) six
(6) months after the Date of Issuance of this Warranty Agreement.

THE LIMITED WARRANTY SET FORTH IN THIS DOCUMENT SHALL BE AEP’S AND THE ROOFING CONTRACTOR’S SOLE WARRANTY AND SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF AEP OR THE ROOFING CONTRACTOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE, REPAIR, OR PERFORMANCE OF THE BUILDING, THE PROJECT OR THE ROOF SYSTEM.

LIABILITY UNDER THIS WARRANTY AGREEMENT SHALL BE LIMITED TO THE ACTUAL COST OF THE WARRANTY REPAIR WORK, SUBJECT TO THE LIMITATIONS SET FORTH HEREIN. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THIS WARRANTY AND THE LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE AND INCLUDING ANY CLAIM OR CAUSE OF ACTION) WITH RESPECT TO THE BUILDING, THE PROJECT AND THE ROOF SYSTEM SHALL BE LIMITED TO ITS REPAIR, RESTORATION, OR REPLACEMENT AT AEP’S OPTION AND IN AEP’S DISCRETION. THE ENTIRE LIABILITY OF AEP AND THE ROOFING CONTRACTOR SHALL NOT EXCEED THE LESSER OF EITHER (i) THE PRORATED PORTION OF THE ORIGINAL PAYMENTS MADE TO AEP FOR THEIR ROOFING MATERIALS AND PAYMENTS MADE TO THE ROOFING CONTRACTOR FOR THE INSTALLATION OF THOSE MATERIALS ONLY, OR (ii) THE DIRECT COST TO REPAIR, REPLACE, OR RESTORE THAT PORTION OF THE ROOF SYSTEM EVIDENCING LEAKS. IT IS EXPRESSLY AGREED THAT THE REMEDIES UNDER THIS AGREEMENT SHALL BE EXCLUSIVE.

IN NO EVENT SHALL AEP OR THE ROOFING CONTRACTOR BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES EVEN IF AEP OR THE ROOFING CONTRACTOR SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, WITH RESPECT TO THE PROJECT, THE OWNER, THE BUILDING, THE BUILDING’S CONTENTS OR OTHER MATERIALS, AND/OR CLAIMS OF THIRD PARTIES, WHETHER BASED UPON CONTRACT WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

The respective responsibilities of AEP and the Roofing Contractor shall be as follows:

During the first two (2) years, plus any applicable extension period(s), Roofing Contractor shall be solely liable for leaks in the Roof System caused by workmanship or improper installation of Roof System materials and for all such costs and expenses of repair, restoration or replacement of the Roof System as covered hereunder. In the event that such a roof repair, restoration, or replacement is necessary during the first two (2) years, or any extension thereof, then the Roofing Contractor’s liability shall be extended for a two (2) year period from the date of the last such repair, restoration, or replacement. AEP shall be solely liable for leaks of the Roof System caused by defects of materials manufactured by AEP only.

After the expiration of such two (2) year period and all applicable extensions, AEP shall be solely liable for repair, restoration, and replacements of the Roof System. Its liability shall at all times be limited to the prorated portion of such costs and expenses of any repair, restoration, or replacement of the Roof System, based upon the date on which such failure occurs, and as stated in the following prorated table as a percentage of the covered costs and expenses which AEP will pay.

Prorated Schedule:

Number of years following Date of Substantial Completion:

2 but less than 5	100%	
5 but less than 6	90%	
6 but less than 7	80%	
7 but less than 8	70%	
8 but less than 9	60%	
9 but less than 10	50%	
10 but less than 12	40%	
12 but less than 14	30%	
14 but less than 17	20%	
17 but less than 20	10%	

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. The laws of the State of Texas shall govern the construction, interpretation, and performance of this Agreement. In the event that any provision of these terms and conditions shall be deemed illegal, unenforceable, or null and void, all remaining provisions shall remain in effect.

ACCEPTED AND AGREED TO BY:

AEP Span, a Division of 
VP Consolidated Holdings, Inc.	Original Owner:

Signature of Authorized Representative:	Signature of Authorized Representative:

_____________________________________	_____________________________________ Printed Name: _________________________	Printed Name: _________________________ Title: ________________________________	Title: ________________________________ Date: ________________________________	Date: ________________________________

Roofing Contractor:

Co. Name: ___________________________

Signature: ___________________________

Printed Name: ________________________

Title: _______________________________

Date: _______________________________