STANDARD TERMS AND CONDITIONS OF SERVICE

The following terms and conditions will apply to all services provided or to be provided by LaValle Landscaping, LLC ("LaValle Landscaping"), to the person, corporation, partnership or other entity who requests the provision of such services or for whose benefit such services are to be provided ("Customer"), regardless of whether the order for such services was placed in written form or by submission of an on-line form order.

LaValle Landscaping rejects all contrary or additional terms and conditions of Customer. Customer shall be deemed to have accepted the terms and conditions contained herein upon the earlier of (i) Customer's submission of a written or on-line order or (ii) Customer's permitting or requesting the performance by LaValle Landscaping of any services to be provided thereunder.

The scope of the work that LaValle Landscaping agrees to perform for the Customer (the "Services") shall be defined in the order, quote or any other agreement for services made between LaValle Landscaping and Customer (the "Order"). LaValle Landscaping shall not be required to provide any other or additional services to Customer unless it expressly agrees to do so and such other or additional services are made the subject of an Order.

Except as otherwise agreed in a written contract in effect between Customer and LaValle Landscaping for the provision of the Services, the following terms and conditions shall apply:

1. Price: The prices for the Services are the prices set forth in the Order.

2. Warranty / Disclaimers: (a) (i) LaValle Landscaping shall perform all Services hereunder in a good and workmanlike manner in accordance with industry standards. (ii) LaValle Landscaping hereby warrants that the provision of the Services shall meet the requirements and perform the operations and functions in accordance with and as set forth in the Order. (iii) LAVALLE LANDSCAPING'S SOLE AND COMPLETE LIABILITY IN THE EVENT OF ANY CLAIM BY CUSTOMER HEREUNDER SHALL BE TO REMEDY, WITHIN A REASONABLE PERIOD AFTER RECEIPT OF WRITTEN NOTICE OF SAME FROM CUSTOMER, ANY DEFECT OR FAILURE RESULTING FROM A BREACH BY LAVALLE LANDSCAPING OF ITS OBLIGATIONS AND WARRANTY UNDER SUB-CLAUSES 2(a)(i) AND (ii) ABOVE.

  (b) APART FROM SUB-CLAUSE (a) OF THIS CLAUSE, THERE ARE NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE) GIVEN OR DEEMED TO BE GIVEN BY LAVALLE LANDSCAPING RELATING TO THE SERVICES OR THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR ANY OTHER CONDITION WHATSOEVER.

  (c) ANY CLAIMS AGAINST LAVALLE LANDSCAPING UNDER THE WARRANTIES HEREUNDER MUST BE BROUGHT WITHIN TWO MONTHS OF THE DATE THE SERVICE WAS PROVIDED OR THEY SHALL BE DEEMED WAIVED.

  (d) IN NO CASE SHALL LAVALLE LANDSCAPING BE LIABLE TO CUSTOMER UNDER ANY ORDER, OR IN CONNECTION WITH THE SERVICES, FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (SUCH AS LOSS OF PROFITS), EVEN IF LAVALLE LANDSCAPING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  (e) ANY STATEMENTS MADE TO CUSTOMER BY LAVALLE LANDSCAPING OR CONTAINED HEREIN IN THE COURSE OF PROVIDING YEAR 2000 RELATED FIXES, YEAR 2000 DIAGNOSTIC TOOLS, OR REMEDIATION SERVICES (IF ANY) ARE SUBJECT TO THE YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT (112 STAT. 2386). IN CASE OF A DISPUTE, THIS ACT MAY REDUCE CUSTOMER'S LEGAL RIGHTS REGARDING THE USE OF ANY SUCH STATEMENTS, UNLESS OTHERWISE SPECIFIED BY THE ORDER.

  (f) CUSTOMER'S ONLY RIGHTS AND ITS EXCLUSIVE REMEDY IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES AND ITS RIGHTS ARE UNDER CLAUSE 4. THE CUSTOMER MAY HAVE OTHER OR DIFFERENT RIGHTS UNDER APPLICABLE LAW.

  (g) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, WHERE DAMAGES ARE RECOVERABLE ARISING OUT OF THE ORDER OR THE SERVICES, WHETHER OR NOT THE CLAIM IS MADE PURSUANT TO THIS AGREEMENT, LAVALLE LANDSCAPING'S LIABILITY TO CUSTOMER SHALL UNDER NO CIRCUMSTANCES EXCEED THE SUMS PAID BY CUSTOMER AS THE PRICE UNDER CLAUSE 1 HEREOF.

  (h) IN NO CASE SHALL LAVALLE LANDSCAPING BE LIABLE TO REMEDY ANY DEFECT OR FAILURE TO THE EXTENT THAT THE SAME ARISE OUT OF MODIFICATIONS, ADDITIONS OR OTHER ALTERATIONS MADE TO THE CUSTOMER'S PROPERTY BY THE CUSTOMER OR BY ANY THIRD PARTY.

3. Payment: Unless otherwise indicated invoices shall be payable upon receipt and a finance charge will be due on the unpaid balance at the rate of 1 ½% per month, which is an annual percentage rate of 18% (or if less, the maximum rate permitted by law). This charge will be computed by applying the daily rate of .0493% to the daily past due balance for the number of days past due from the invoice payment date. No finance charge will be incurred if payment is received prior to due date. LaValle Landscaping reserves the right to suspend service to Customer thereunder if Customer is in default in payment of any invoice or if LaValle Landscaping has a reasonable basis to believe the Customer is unable to make payment for services delivered. In the event of a default with respect to the payment or any part thereof Customer shall be liable for all of LaValle Landscaping's reasonable attorney's fees, including all costs, disbursements and fees incurred in the collection of any amounts due.

4. Force Majeure: LaValle Landscaping shall not be liable for its delay or failure in performing thereunder due to conditions or events beyond its reasonable control, including, without limitation, natural disasters, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations and inability to obtain material, equipment or transportation. If due to any such condition or event, LaValle Landscaping is unable to supply the services ordered by Customer and LaValle Landscaping's other customers, LaValle Landscaping shall have the right to allocate among its customers in such manner as LaValle Landscaping deems fair and equitable.

5. Cancellation of Services: The Customer may terminate the Services to be provided under this Order upon 30-days written notice to LaValle Landscaping. If the Customer terminates or discontinues, for any reason, the Services to be provided under the terms of the Order, Customer shall not be entitled to a refund of any fees, amounts paid or any credit for amounts remaining on the Customer's account.

6. No Assignment: The rights and obligations of the Customer and LaValle Landscaping are not assignable by Customer without LaValle Landscaping's prior consent in writing.

7. Governing Law: The validity, interpretation and performance of the rights and obligations of the Customer and LaValle Landscaping are governed by the laws of the State of Connecticut without regard to its rules concerning conflicts of law. The parties hereto irrevocably consent to suit and submit to the jurisdiction of the courts, federal and state, located in the State of Connecticut.

8. Entire Agreement: These terms and conditions hereof and the Order, together constitute the entire agreement between Customer and LaValle Landscaping for the provision of services described herein. No course of dealing between Customer and LaValle Landscaping and no usage of trade shall vary any terms and conditions contained herein and in any such contract. No modifications or waiver of the terms and conditions hereof shall be binding upon LaValle Landscaping unless approved in writing by LaValle Landscaping.

9. LaValle Landscaping's Rights: All of LaValle Landscaping's rights thereunder are separate and cumulative and in addition to any other rights LaValle Landscaping may have at law or in equity and no exercise by LaValle Landscaping of any right thereunder shall preclude LaValle Landscaping from exercising any other legal or equitable right or remedy available to it.

10. LaValle Landscaping, reserves the right to amend these terms and conditions from time to time with regard to any Orders made after any such amendment.