Terms & Conditions
APVS, LLC (“Company”)
1. Acceptance
Customer's acceptance of Company's Order to provide services for the benefit of Customer is expressly limited to the Terms and Conditions contained herein. Company's quotation to provide services shall be valid for 30 days from the date the quotation is sent by Company to Customer.
2. Agreement
The Order, together with any documents attached hereto or incorporated herein by reference constitutes the entire agreement between Customer and Company and supersedes all prior agreements, representations and understandings, with respect to the services Company is to provide Customer or with respect to any other work or goods described herein. None of Customer's inconsistent and/or additional terms and conditions submitted by Customer to Company in any of Customer's forms or contracts or invoices shall apply to this Order. By accepting Company's Order to provide services, Customer acknowledges that only the Terms and Conditions contained herein are applicable to the work, services and/or any goods provided by Company to Customer.
3. Access to Work Site
Customer shall provide Company access to the work site wherein Company is to provide services for the benefit of Customer such that Company will be able to provide the services contemplated by this Agreement without interference from Customer, Customer's employees, Customer's agents, Customer's vendors, or any other third party over which Customer has authority. In the event Company's access to the work site to perform the services for the benefit of Customer contemplated by this Agreement is denied, hindered, or otherwise interfered with such that Company cannot timely, safely and/or adequately perform the services provided for the benefit of Customer, then Company will be provided an allowance of additional time to complete its work. Company shall not be penalized for any delay in providing the services contemplated by this Agreement in the event Customer does not provide Company adequate access to the work site. Access to the work site shall also include access to the item being serviced, repaired or replaced.
4. Timeliness and Schedule
Customer shall schedule the activities of Company so that Company may complete the services contemplated by this Agreement within the agreed time set forth herein. Time is of the essence to the Company. Customer shall provide Company a schedule for all the services to be performed for the benefit of Customer at least 7 days in advance of the commencement of the time period for the completion of the services contemplated by this Agreement. Company shall agree to the schedule prior to acceptance of the terms of this Agreement becoming final. The schedule shall be revised as necessary to take into consideration issues identified in paragraph 3 above.
5. Coordination
Customer shall allow Company to have access to the work site during normal business hours consisting of 8:00 a.m. to 5:00 p.m. Monday through Friday, excepting holidays. Customer shall allow Company to store materials and/or tools at the work site without cost and Customer and Company shall agree on a location where any such materials and tools may be kept. Company shall be responsible for providing locks for any containers or structures utilized by Company and Customer shall be responsible for providing on site security.
6. Payment
Payment terms shall be calculated from the Customer's receipt of an invoice provided by Company to Customer. Payment shall be conditioned on Customer receiving evidence from Company that demonstrates that Company has provided the services contemplated by this Agreement and/or completed the work Company was to complete for Customer. Customer shall pay Company within 30 days of receiving Company's invoice, unless otherwise agreed to in writing by Company. Upon receipt of payment, Company shall provide any appropriate partial or full release of liens.
7. Taxes
Unless otherwise noted herein, Company shall pay when due all local, state, and federal taxes applicable to the services contemplated by this Agreement and/or any actual work performed by Company for the benefit of Customer. Company shall indemnify and hold Customer harmless from any claims arising from the failure on the part of Company to pay all applicable local, state and federal taxes.
8. Warranty
Company warrants that the services contemplated by this Agreement shall be performed in accordance with the terms of the Order and the highest industry standards and in accordance with all local and state ordinances. Company shall warrant all services contemplated by this Agreement actually provided by Company for a period not to exceed one (1) year from the date the services are completed. Company provides no warranty independent of any manufacturer warranty for any materials, components, systems or other goods provided Customer with the services contemplated by this Agreement. TO THE EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTY AND REMEDIES SET FORTH IN THE ORDER AND/OR THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, OBLIGATIONS AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, COMPANY SPECIFICALLY DISCLAIMS AND EXCLUDES ANY AND ALL STATUTORY AND IMPLIED WARRANTIES, CONDITIONS, TERMS, OBLIGATIONS AND REPRESENTATIONS RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS AND THE ORDER INCLUDING ANY IMPLIED WARRANTY OR CONDITION OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability
The liability of Company under this Agreement, or with respect to any services performed or products supplied pursuant to this Agreement, whether in contract, in tort, in strict liability, or otherwise, shall not exceed the total purchase price to be paid by Customer pursuant to the terms of this Agreement. In no event will the Company be liable in contract, in tort, in strict liability, or otherwise, for any special, indirect, incidental, or consequential damages. This prohibition includes, but is not limited to, any loss of anticipated profits or revenues, loss of use, business interruption costs, any non-operational or increased expense of operation costs, financial costs, or any other claims Customer could make for any alleged failure or delay on the part of Company for providing the services contemplated by this Agreement.
10. Indemnification
Company shall only be liable for any loss or damages associated with the services set forth in the Order and shall indemnify and hold harmless Customer for those losses or damages only to the extent that said losses or damages were caused by Company. The indemnification provided in this section shall apply to the services provided in the Order by the Company, its employees, subcontractors, or others acting through or on behalf of Company. The indemnification provided by this section shall apply to any claims, liabilities, obligations, demands, losses, damages, costs and expenses (of every kind including without limitation litigation costs, court costs, expert fees, and other costs of defense including reasonable attorney's fees) and shall apply to any amounts paid, including settlement, concerning bodily injury or death caused by Company or any property damage associated with the services provided in the Order. Customer, and any other third party, shall be responsible for any percentage of the damages or losses identified herein based on the percentage attributable to the conduct of Customer and any third party and Customer acknowledges by its signature below that Company’s responsibility for any damages or losses associated with the services by Company shall be limited to the percentage of Company's responsibility determined by a Court or by agreement. For purposes of this indemnification section, services set forth in the Order shall mean those services Company is providing Customer as a result of the Order.
11. Permits
To the extent required by law, Company shall obtain and pay for all necessary permits, certificates and licenses necessary for Company to provide the services to Customer contemplated by this Agreement.
12. Independent Contractor
Company shall perform the services and complete the work contemplated by this Agreement as its sole risk. Nothing in the Order or these Terms and Conditions shall be deemed to constitute Company or any of its employees or contractors as an employee of Customer.
13. Change Orders
In the event Customer requests changes to the original terms of the Order, Customer and Company shall agree on the scope of the requested changes. Customer and Company must also agree on any change in pricing and scheduling before Company is required to accept Customer's requested changes. Any requested changes must be made in writing by Customer and delivered to Company and Company shall have no less than five business days to contemplate the requested changes. In the event Customer and Company cannot agree on Company accepting the proposed changes, either Customer or Company shall be permitted to cancel the Order and thereafter Company shall be compensated for all services provided Customer through the date of cancelation. Company will thereafter have no further obligation to provide any services to Company.
14. Applicable Law
The Order and the validity of these Terms and Conditions, together with all services contemplated by this Agreement, shall be subject to the laws of the State of Texas with respect to any dispute between Customer and Company, regardless of any choice of law provisions available to either party. Venue for any dispute related to the Order or the Terms and Conditions of this Agreement shall be in state court in Houston, Harris County, Texas.
15. Force Majeure
In the event of any act of God, war, riot, fire, explosion, flood, hurricane, or any other circumstances which are beyond the control of Company, and which in any way affect the ability of Company to provide the services contemplated by this Agreement, Company shall be exonerated and released from all obligations and responsibilities associated with the services Company was to provide Customer pursuant to the terms of the Order and this Agreement.
16. Prices
All prices quoted for any services contemplated by this Agreement shall be paid in U.S. Dollars.
1. Acceptance
Customer's acceptance of Company's Order to provide services for the benefit of Customer is expressly limited to the Terms and Conditions contained herein. Company's quotation to provide services shall be valid for 30 days from the date the quotation is sent by Company to Customer.
2. Agreement
The Order, together with any documents attached hereto or incorporated herein by reference constitutes the entire agreement between Customer and Company and supersedes all prior agreements, representations and understandings, with respect to the services Company is to provide Customer or with respect to any other work or goods described herein. None of Customer's inconsistent and/or additional terms and conditions submitted by Customer to Company in any of Customer's forms or contracts or invoices shall apply to this Order. By accepting Company's Order to provide services, Customer acknowledges that only the Terms and Conditions contained herein are applicable to the work, services and/or any goods provided by Company to Customer.
3. Access to Work Site
Customer shall provide Company access to the work site wherein Company is to provide services for the benefit of Customer such that Company will be able to provide the services contemplated by this Agreement without interference from Customer, Customer's employees, Customer's agents, Customer's vendors, or any other third party over which Customer has authority. In the event Company's access to the work site to perform the services for the benefit of Customer contemplated by this Agreement is denied, hindered, or otherwise interfered with such that Company cannot timely, safely and/or adequately perform the services provided for the benefit of Customer, then Company will be provided an allowance of additional time to complete its work. Company shall not be penalized for any delay in providing the services contemplated by this Agreement in the event Customer does not provide Company adequate access to the work site. Access to the work site shall also include access to the item being serviced, repaired or replaced.
4. Timeliness and Schedule
Customer shall schedule the activities of Company so that Company may complete the services contemplated by this Agreement within the agreed time set forth herein. Time is of the essence to the Company. Customer shall provide Company a schedule for all the services to be performed for the benefit of Customer at least 7 days in advance of the commencement of the time period for the completion of the services contemplated by this Agreement. Company shall agree to the schedule prior to acceptance of the terms of this Agreement becoming final. The schedule shall be revised as necessary to take into consideration issues identified in paragraph 3 above.
5. Coordination
Customer shall allow Company to have access to the work site during normal business hours consisting of 8:00 a.m. to 5:00 p.m. Monday through Friday, excepting holidays. Customer shall allow Company to store materials and/or tools at the work site without cost and Customer and Company shall agree on a location where any such materials and tools may be kept. Company shall be responsible for providing locks for any containers or structures utilized by Company and Customer shall be responsible for providing on site security.
6. Payment
Payment terms shall be calculated from the Customer's receipt of an invoice provided by Company to Customer. Payment shall be conditioned on Customer receiving evidence from Company that demonstrates that Company has provided the services contemplated by this Agreement and/or completed the work Company was to complete for Customer. Customer shall pay Company within 30 days of receiving Company's invoice, unless otherwise agreed to in writing by Company. Upon receipt of payment, Company shall provide any appropriate partial or full release of liens.
7. Taxes
Unless otherwise noted herein, Company shall pay when due all local, state, and federal taxes applicable to the services contemplated by this Agreement and/or any actual work performed by Company for the benefit of Customer. Company shall indemnify and hold Customer harmless from any claims arising from the failure on the part of Company to pay all applicable local, state and federal taxes.
8. Warranty
Company warrants that the services contemplated by this Agreement shall be performed in accordance with the terms of the Order and the highest industry standards and in accordance with all local and state ordinances. Company shall warrant all services contemplated by this Agreement actually provided by Company for a period not to exceed one (1) year from the date the services are completed. Company provides no warranty independent of any manufacturer warranty for any materials, components, systems or other goods provided Customer with the services contemplated by this Agreement. TO THE EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTY AND REMEDIES SET FORTH IN THE ORDER AND/OR THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, OBLIGATIONS AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, COMPANY SPECIFICALLY DISCLAIMS AND EXCLUDES ANY AND ALL STATUTORY AND IMPLIED WARRANTIES, CONDITIONS, TERMS, OBLIGATIONS AND REPRESENTATIONS RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS AND THE ORDER INCLUDING ANY IMPLIED WARRANTY OR CONDITION OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability
The liability of Company under this Agreement, or with respect to any services performed or products supplied pursuant to this Agreement, whether in contract, in tort, in strict liability, or otherwise, shall not exceed the total purchase price to be paid by Customer pursuant to the terms of this Agreement. In no event will the Company be liable in contract, in tort, in strict liability, or otherwise, for any special, indirect, incidental, or consequential damages. This prohibition includes, but is not limited to, any loss of anticipated profits or revenues, loss of use, business interruption costs, any non-operational or increased expense of operation costs, financial costs, or any other claims Customer could make for any alleged failure or delay on the part of Company for providing the services contemplated by this Agreement.
10. Indemnification
Company shall only be liable for any loss or damages associated with the services set forth in the Order and shall indemnify and hold harmless Customer for those losses or damages only to the extent that said losses or damages were caused by Company. The indemnification provided in this section shall apply to the services provided in the Order by the Company, its employees, subcontractors, or others acting through or on behalf of Company. The indemnification provided by this section shall apply to any claims, liabilities, obligations, demands, losses, damages, costs and expenses (of every kind including without limitation litigation costs, court costs, expert fees, and other costs of defense including reasonable attorney's fees) and shall apply to any amounts paid, including settlement, concerning bodily injury or death caused by Company or any property damage associated with the services provided in the Order. Customer, and any other third party, shall be responsible for any percentage of the damages or losses identified herein based on the percentage attributable to the conduct of Customer and any third party and Customer acknowledges by its signature below that Company’s responsibility for any damages or losses associated with the services by Company shall be limited to the percentage of Company's responsibility determined by a Court or by agreement. For purposes of this indemnification section, services set forth in the Order shall mean those services Company is providing Customer as a result of the Order.
11. Permits
To the extent required by law, Company shall obtain and pay for all necessary permits, certificates and licenses necessary for Company to provide the services to Customer contemplated by this Agreement.
12. Independent Contractor
Company shall perform the services and complete the work contemplated by this Agreement as its sole risk. Nothing in the Order or these Terms and Conditions shall be deemed to constitute Company or any of its employees or contractors as an employee of Customer.
13. Change Orders
In the event Customer requests changes to the original terms of the Order, Customer and Company shall agree on the scope of the requested changes. Customer and Company must also agree on any change in pricing and scheduling before Company is required to accept Customer's requested changes. Any requested changes must be made in writing by Customer and delivered to Company and Company shall have no less than five business days to contemplate the requested changes. In the event Customer and Company cannot agree on Company accepting the proposed changes, either Customer or Company shall be permitted to cancel the Order and thereafter Company shall be compensated for all services provided Customer through the date of cancelation. Company will thereafter have no further obligation to provide any services to Company.
14. Applicable Law
The Order and the validity of these Terms and Conditions, together with all services contemplated by this Agreement, shall be subject to the laws of the State of Texas with respect to any dispute between Customer and Company, regardless of any choice of law provisions available to either party. Venue for any dispute related to the Order or the Terms and Conditions of this Agreement shall be in state court in Houston, Harris County, Texas.
15. Force Majeure
In the event of any act of God, war, riot, fire, explosion, flood, hurricane, or any other circumstances which are beyond the control of Company, and which in any way affect the ability of Company to provide the services contemplated by this Agreement, Company shall be exonerated and released from all obligations and responsibilities associated with the services Company was to provide Customer pursuant to the terms of the Order and this Agreement.
16. Prices
All prices quoted for any services contemplated by this Agreement shall be paid in U.S. Dollars.