Terms & Conditions of the Baldwin Radar Imaging
TERMS AND CONDITIONS
- Standard of Care
Data, interpretations, and recommendations made by Xenogenesis, LLC will be based solely on information available to Xenogenesis, LLC. Xenogenesis, LLC is responsible for those data, interpretations and recommendations, but will not be responsible for other parties’ interpretations or use of the data supplied.
Service performed by Xenogenesis, LLC under this agreement are expected by the client to be conducted in a professional manner consistent with the level of care and skill ordinarily associated by members of the engineering profession. Under no circumstances is any warranty, expressed or implied, made in connection with the providing of geophysical RADAR services.
By issuing a Purchase order number your firm is requesting that we proceed with you project and that the terms of this proposal are acceptable.
- Risk Allocation
Many risks potentially affect Xenogenesis, LLC by virtue of entering into this agreement to perform professional services on behalf of the client. The principal risk is the potential for human error by Xenogenesis, LLC. For client to obtain for a fee, which includes nominal allowance for dealing with Xenogenesis, LLC’s liability client agrees to limit Xenogenesis, LLC’s liability to client and all other parties for claims arising out of Xenogenesis LLC’s performance of the services described in this agreement. The aggregate liability of Xenogenesis, LLC will not exceed $1000.00 or the amount of our fee, whichever is greater, for negligent professional acts, errors, or omissions. Client agrees to indemnify and hold harmless Xenogenesis, LLC from and against all liabilities in excess of the monetary limits established above.
Limitations on liabilities and indemnities in this agreement are business understandings between the parties involved and knowingly entered into, and shall apply to all theories of recovery including, but not limited to, breech of contract, warranty, tort (including negligence), strict or statutory liability, or any other cause of action, except willful misconduct or gross negligence. The parties agree that client will not seek damages in excess of limitations indirectly through suits with other parties who may join Xenogenesis, LLC as a third party defendant. Parties mean client and Xenogenesis, LLC and their officers, employees, agents, affiliates, and subcontractors.
Both client and Xenogenesis, LLC agree they will not be liable to each other, under any circumstances, for special, indirect, consequential, or punitive damages arising out of or related to this agreement.
- Dispute Resolution Cost
Should third party dispute resolution be required through litigation, arbitration, or an alternative dispute resolution method, the nonprevailing party shall reimburse the prevailing party for the prevailing parties documented legal costs in addition to whatever judgement or settlement sums may be due. Such costs shall include reasonable attorney’s fees, court costs, consultant and expert witness fees, and other documented expenses as well as the value of time spent by the prevailing party and its employees to research the issues, discuss the matter with attorneys, etc. insofar as Xenogenesis is concerned, the value of time spent shall be based upon Xenogenesis, LLC prevailing fee schedule.
- Ownership of Documents
All documents including, but not limited to, drawings, specifications, reports, field notes, laboratory test data, calculations, and estimates prepared by our firm as instruments of service pursuant to this agreement shall be the sole property of Xenogenesis, LLC. Client agrees that all documents of any nature furnished to client or client’s agents or designees, if not paid for, will be returned upon demand and will not be used by client for any purpose whatsoever. Client further agrees that under no circumstances shall any document produced by our firm, pursuant to this agreement, be used at any location or for any project not expressly provided for in this agreement, without our written permission. At the request and expense of client we will provide client with copies of documents created in the performance of this work for a period not exceeding five years following submission of the report or reports contemplated by this agreement.
- Site Access and Site Conditions
Client will grant or obtain free access to the site for all equipment and personnel necessary for Xenogenesis, LLC to perform the work set forth in this agreement. Client will notify any and all possessors of the project site that client has granted Xenogenesis, LLC free access to the site. Xenogenesis, LLC will take reasonable precautions to minimize damage to the site, but it is understood by the client that, in the normal course of work, some damage may occur and the correction of such damage is not part of this agreement unless so specified in the proposal.
- Monitoring
If Xenogenesis, LLC is retained by Client to provide a site representative for the purpose of monitoring specific portions of construction work or other field activities as set forth in the Proposal, then this phrase applies. For the specified assignment, Xenogenesis, LLC will report observations and professional opinions to Client. No action of Xenogenesis, LLC or Xenogenesis, LLC’s site representative can be construed as altering any Agreement between Client and others. The Xenogenesis, LLC representative has no right to reject or stop work of any agent of the Client. Such rights are reserved solely for Client. Furthermore, Xenogenesis, LLC’s presence on site does not in any way guarantee the completion or quality of the performance of the work of any party retained by Client to provide field or construction-related services.
Xenogenesis, LLC will not be responsible for and will not have control or charge of specific means, methods, techniques, sequences, or procedures of construction or other field activities selected by any agent of the Client.
- Termination
This agreement may be terminated by either party seven (7) days after written notice in the event of any breach of any provision of this Agreement or in the event of substantial failure of performance by the other party, or if Client suspends the work for more than three (3) months. In the event of termination, Xenogenesis, LLC will be paid for services performed prior to the date of termination plus reasonable termination expenses, including, but not limited to, the cost of completing analyses, records, and reports necessary to document job status at the time of termination.
- Governing Law And Survival
The validity, interpretation, and performance of this Agreement shall be governed by the law of the State in which the Xenogenesis, LLC office is located. In addition, Xenogenesis, LLC and Client agree to submit to the personal and exclusive jurisdiction and venue of said State with respect to any claims which may arise under this Agreement. If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired. Limitations of liability and indemnities will survive termination of this Agreement for any cause.
- Payment Terms
Compensation will be in accordance with the attached proposal. Invoices will be issued at the completion of each project unless otherwise stipulated by Client. Client agrees to pay all charges not in dispute within 30 days of receipt of invoice and recognizes that charges not paid within 30 days are subject to a late payment charge of 1.5 percent of the balance due for each additional month or fraction thereof that undisputed charges remain unpaid.
Issuance of a purchase order or allowing our firm to perform work on a project indicates client’s acceptance of the attached proposal. Charges held in dispute will be called to the attention of Xenogenesis, LLC within 10 days of receipt of invoice. Client agrees to pay cost of collection, including reasonable attorney’s fees, if invoices are collected by law or through an attorney. Client further agrees that Xenogenesis, LLC has the right to suspend or terminate services if undisputed charges are not paid within 45 days of receipt of Xenogenesis, LLC invoice and agrees to waive any claim against Xenogenesis, LLC and to indemnify, defend and hold Xenogenesis, LLC harmless from and against any claims arising from Xenogenesis, LLC’s suspension or termination due to Client’s failure to provide timely payment.
