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SECTION 1 - ACCEPTANCE
<br />1.1 This Service Agreement isapplicable to all Servicesprovided by American Engineering Testing, Inc. (AET).
<br />scopeof services described in oral, written or electronic correspondence between AET andClient. The Services,these terms and
<br />conditions and any supporting information shall comprise the Agreement between AET and Client for Services described in the correspondence and are binding
<br />upon the Client, its successors, assignees, joint ventures and third-party beneficiaries. AET requests written acceptance of the Agreement, but the following actions shall
<br />g an authorizing purchase order, task order, service order, or any other documentation for any of the
<br />Services, or 2) written or electronic notification for AET to proceed with any of the Services. Any terms and conditions contained in a purchase order, task order or service
<br />order supplied by Client are null and void and do not modify the terms and conditions contained in the Agreement.
<br />SECTION 2 - SAMPLES
<br />2.1 - Client shall inform AET of any known or suspected hazardous materials prior to submittal to AET. Any known or suspected hazardous material samples will be returned
<br />to the Client at AET's discretion.
<br />2.2 - Non-hazardous samples will be held for thirty (30) days and then discarded unless, within thirty (30) days of the report date, the Client requests in writing that AET store
<br />or ship the samples. Storage and shipping costs shall be borne solely by Client.
<br />SECTION 3 - STANDARD OF CARE
<br />AET will perform its Services consistent with the level of care and skill normally performed by other firms in the profession at the time of the service and in the same geographic
<br />area, under similar budgetary constraints.
<br />SECTION 4 - INSURANCE
<br />AET maintains insurance with
<br />Commercial General Liability, Automobile Liability and Professional/Pollution Liability. AET will furnish certificates of insurance to Client upon request.
<br />SECTION 5 - PAYMENT, INTEREST AND BREACH
<br />5.1 - Invoices are due net thirty (30) days from the date of receipt of an undisputed invoice, but not greater than 45 days from the date of the invoice. Client will inform AET
<br />of invoice questions or disagreements within fifteen (15) days of invoice date; unless so informed, invoices are deemed correct.
<br />5.2 - Invoices remaining unpaid for sixty (60) days shall constitute a material breach of this Agreement, permitting AET, in its sole discretion and without limiting any other
<br />legal or equitable remedies for such breach, to terminate performance of this Agreement and be relieved of any associated duties to the Client or other persons. Further, AET
<br />th the unpaid invoices shall immediately upon
<br />demand be returned to AET and Client may neither use nor rely upon such reports or the Services.
<br />5.3 AET reserves the right to pursue any unpaid invoice utilizing available remedies at law. AET explicitly reserves its Mechanic Lien or Bond Claim rights for nonpayment of
<br />an undisputed invoice. Client is responsible for paying AET expenses and attorney fees related to collection of past due invoices.
<br />5.4 AET reserves the right to charge a 2.5% fee on any payment made using a credit or debit card.
<br />SECTION 6 - MUTUAL INDEMNIFICATION
<br />6.1 Subject to the limitations contained in Sections 6 and 7, AET agrees to indemnify Client from and against damages and costs to the extent caused by AET's negligent
<br />performance of the Services.
<br />6.2 - Client agrees to indemnify AET from and against damages and costs to the extent caused by the intentional acts or negligence of the Client, Owner, or other third parties.
<br />SECTION 7 - LIMITATION OF LIABILITY
<br />To the fullest extent permitted by applicable law, the total aggregate liability of AET and its officers, directors, partners, employees, subcontractors, agents, and sub-
<br />employees, officers, directors, members, agents, assigns, successors, or partners, or anyone claiming through Client, for any and all
<br /> way related to Services provided by AET from any
<br />cause or causes, including, but not limited to, its negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the
<br />
<br />total compensation in excess of costs received by AET for Services.
<br />SECTION 8 - TERMINATION
<br />After 7 days' written notice, either party may elect to terminate work for justifiable reasons. In this event, the Client shall pay AET for all Services performed, including
<br />demobilization and reporting costs to complete the Services.
<br />SECTION 9 - GOVERNING LAW
<br />This Agreement shall be construed in accordance with the Laws of the State of Minnesota without regard to its conflicts of law provisions.
<br />SECTION 10 - INTERNATIONAL SHIPPING (IF APPLICABLE)
<br />Client is responsible for all costs associated with transportation of samples. Incoterms DDP preferred, whereby Client is responsible up to final delivery at AET. Client may
<br /> the final destination
<br />through Intermediate Consignee. AET will invoice the Client for any incurred expenses with a 15% processing fee. Reference HTS code 2517.10.0055 (processed stone for
<br />use in concrete, no commercial value, $10.00 US arbitrary value). Client will provide AET with the following three documents: Air Waybill, Commercial Invoice, and Packing
<br />List. A copy of the three documents shall also accompany the shipment.
<br />Consignee:
<br />American Engineering Testing, Inc. 550 Cleveland Avenue North, Saint Paul, MN 55114, Attn: Gerard Moulzolf, Telephone +1-651-659-1346
<br />Notify Party/Intermediate Consignee:
<br />th
<br />Griffen & Company Logistics, 7830 12 Avenue South, Minneapolis, MN 55425, Attn Michael W. Holetz, Telephone: +1-612-229-4966
<br />SECTION 11 - ENTIRE AGREEMENT
<br />This Agreement, including these terms and conditions and correspondence describing our Services, is the entire agreement between AET and Client. Any modifications to this
<br />Agreement must be mutually acceptable to both parties and accepted in writing. No consideration will be given to revisions to AET's terms and conditions as a condition of
<br />payment for AET's accrued Services. If changes in scope occur, they must be agreed to by both parties in advance of the work and other supplemental AET terms and conditions
<br />may apply. Supplemental terms and conditions are available upon request.
<br />ACS495 (01/26) AMERICAN ENGINEERING TESTING, INC.
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