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GENERAL TERMS & CONDITIONS
<br />balance of the invoice is paid within the terms of this Contract. In like indemnity and limitationsof liability on their part as against NTI.
<br />the event Client fails to bring a billinIn 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 11.0TERMINATION
<br />anniversary of this Contract. a.This agreement may be terminated by either party upon seven (7)
<br />8.0OWNERSHIP 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 12.0ASSIGNS
<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 13.0MISCELLANEOUS
<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 ofthe
<br />Contract shall be effective unless agreed to in a writingsigned 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 />9.0DISPUTES 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 enforcementand
<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 Contractis
<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 shallnot
<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 14.0PRE-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 />10.0LIMITATION 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.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 DEDUCT THIS 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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