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<br />GENERAL TERMS & CONDITIONS
<br />Client fails to bring a billing dispute to NTI's attention within the 15-
<br />Client agrees to indemnify NTI for any liability to any third party.
<br />day period, Client waives the right to later dispute the invoice.
<br />d.
<br />NTI shall have no liability for any failure to perform or delay in
<br />g.
<br />Payment is due upon receipt of invoice and is considered past due
<br />performance due to any circumstances beyond its reasonable control.
<br />thirty (30) days from invoice date. On past due accounts, Client will
<br />Additionally, in no event shall NTI be liable or responsible to Client or
<br />pay a late charge of 1.5(%) per month, or the maximum allowed by
<br />any other person for any consequential, special, incidental,
<br />law.
<br />exemplary, or punitive damages, including but not limited to,
<br />h.
<br />In the event Client fails to pay NTI within sixty (60) days following
<br />governmental fines, penalties or liabilities, lost profits or other
<br />invoice date, NTI may consider the default a total breach of this
<br />economic loss (whether arising from negligence, errors, omissions,
<br />Contract and all duties of NTI under this Contract will be terminated.
<br />breach of contract, breach of warranty, tort, strict liability or
<br />I.
<br />Partial payments received will first be applied to accrued late charges,
<br />otherwise), resulting from any claimed defect or deficiency in the
<br />then expenses and then to the principal balance.
<br />Services provided by NTI or any failure by NTI to provide Services.
<br />j.
<br />Client agrees that NTI may increase its billing rates/fees on each
<br />11.0
<br />TERMINATION
<br />anniversary of this Contract.
<br />a.
<br />This agreement may be terminated by either party upon seven (7)
<br />8.0
<br />OWNERSHIP OF DOCUMENTS / SAMPLES
<br />days written notice if there is substantial failure by the other party to
<br />a.
<br />The Client acknowledges that the reports, data, plans, specifications,
<br />perform. Termination will not be effective if substantial failure is
<br />representations, correspondence and all other documents
<br />remedied before expiration of the seven days. Upon termination
<br />prepared by NTI as part of its Services under this Contract
<br />other than for NTI's default, NTI will be paid for Services rendered plus
<br />(collectively referred to as "Documentation") are instruments of
<br />reasonable termination expenses.
<br />NTI's service to Client. Client agrees to save,defend, indemnify and
<br />b.
<br />If the Contract is terminated prior to completion of all reports
<br />hold NTI and its officers, directors, shareholders, employees and
<br />contemplated by the agreement, or suspended for more than three
<br />agents harmless from and against all claims, damages, losses and
<br />(3) months, NTI may complete analysis and records as are necessary
<br />related expenses (including, without limitation, all reasonable
<br />to complete its files and may complete a report on the Services
<br />attorney fees, disbursements, expert witness fees and all costs of
<br />performed. Termination or suspension expenses will include direct
<br />court and litigation) in any manner arising from or pertaining to:
<br />costs of completing analysis, records and report.
<br />(a) any re -use of the Documentation without the prior written
<br />12.0
<br />ASSIGNS
<br />authorization of NTI or, (b) claim(s) by any third party ( other than
<br />a.
<br />Neither party may assign duties or interest in the Contract without the
<br />Client) to whom Client distributed or provided any of the
<br />written consent of the other party.
<br />Documentation,either directly, through an agent, or by requesting
<br />13.0
<br />MISCELLANEOUS
<br />that NTI provide it to the third party, without the prior written
<br />a.
<br />If any provision or provisions of this Contract shall be held to be
<br />authorization of NTI.
<br />invalid, illegal, unenforceable or in conflict with the law of any
<br />b.
<br />Client agrees that all reports and other work furnished to the Client or
<br />jurisdiction, the validity, legality and enforceability of the remaining
<br />his agents, which are not paid for, will be returned upon demand and
<br />provisions shall not in any way be affected or impaired thereby.
<br />will not be used by the Client for any purpose.
<br />b.
<br />This Contract is the entire agreement between NTI and Client and it
<br />C.
<br />NTI will retain all pertinent records concerning Services performed for
<br />supersedes all prior written or oral agreements with respect to the
<br />a period of two (2) years after the report is sent; during that time the
<br />subject matter hereof. No amendment or assignment of the
<br />records will be made available to the Client during NTI's normal
<br />Contract shall be effective unless agreed to in a writing signed by
<br />business hours.
<br />authorized representatives of both parties.
<br />d.
<br />NTI will retain representative samples for 30 days after submission of
<br />C.
<br />The provisions of this Contract relating to the limitation of liability
<br />NTI report. Upon request by Client, samples can be shipped, charges
<br />and damages, warranties, indemnification, use of plans,
<br />collect, to destination selected by Client; or NTI can store them for an
<br />specifications, reports and all other Documentation provided by
<br />agreed upon storage charge.
<br />NTI and those specifying choice of law, dispute resolution, notice,
<br />9.0
<br />DISPUTES
<br />waiver, and severability shall survive termination of this Contract.
<br />a.
<br />All claims, disputes, and controversies arising out of or in relation to
<br />d.
<br />The terms of this Contract and its enforcement and interpretation
<br />the performance, interpretation, application, or enforcement of this
<br />shall be governed by the laws of the state where the project is
<br />Contract, including, but not limited to, breach thereof, shall be
<br />located. If any provision of this Contract is determined to be
<br />referred for mediation under the then current Construction Industry
<br />unlawful, invalid or unenforceable, that provision shall be severed
<br />Mediation Rules of the American Arbitration Association prior to
<br />from the Contractand shall not renderthis Contract, or any other
<br />any recourse to litigation.
<br />of its other provisions, unlawful, invalid or unenforceable.
<br />b.
<br />In the event of any litigation arising out of or relating to this Contract
<br />14.0
<br />PRE -LIEN NOTICE
<br />or the Services, the prevailing party shall be entitled to reasonable
<br />a.
<br />By signing this Contract Client represents and warrants that it either
<br />attorneys' and experts' fees, court costs and other costs of collection
<br />owns fee title to, or has the legal right to direct NTI to perform
<br />including NTI's labor costs in connection with the prosecution of any
<br />Services in connection with, the site of the project and that there is
<br />collection lawsuit.
<br />presently nothing to prevent NTI from filing a lien against the site of
<br />10.0
<br />LIMITATION OF LIABILITY
<br />the project.
<br />a.
<br />CLIENT understands that the Services provided by NTI involve the
<br />b.
<br />ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR
<br />application of scientific and technical skill, judgment and discretion
<br />THIS IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN AGAINST
<br />that is not an exact science and that NTI cannot and does not guaranty
<br />YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE
<br />the results of its Services. Instead, NTI agrees to perform the Services
<br />CONTRIBUTIONS.
<br />according to the Standard of Care.
<br />C.
<br />UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS
<br />b.
<br />NTI's liability to the Client and all contractors and subcontractors on
<br />WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT
<br />the project, for damages due to professional negligence, negligence
<br />DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE,
<br />or breach of any other obligation to Client or others, will be limited to
<br />OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS
<br />an amount not to exceed $20,000 or NTI's fee, whichever is less.
<br />AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A
<br />C.
<br />Client will notify any contractor or subcontractor who performs work
<br />LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR
<br />in connection with any work done by NTI of the limitations of liability
<br />MATERIAL FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY
<br />for design defects, errors, omissions, or professional negligence, and
<br />NOTICE.
<br />to require as a condition precedent to their performing their work, a
<br />like indemnity and limitations of liability on their part as against NTI.
<br />In the event the Client fails to obtain a like limitation and indemnity,
<br />
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