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