- Entire Agreement: The attached proposal and these terms and conditions constitute the entire agreement of the parties hereto (the “Agreement”) with respect to its subject matter and no representations, inducements, promises, or agreements, oral or otherwise, not expressly set forth herein, shall be of any force or effect whatsoever.
- Payment: Client shall pay Iron Container, LLC’s (“IC”) invoice within thirty (30) days of the date of IC’s invoice(s). Payment may not be withheld for warranty items. All invoices shall be subject to a monthly late charge of one and one-half percent (1.5%) per month until paid in full beginning thirty (30) days from the date of invoice.
- Estimate: The fees and expenses shown in the proposal above are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent 10% or more.
- Changes: Client shall be responsible for any and all costs related to changes in the original proposal. However, no additional payment shall be made for changes required to conform to the original assignment description (i.e. initial pages and build). Client shall offer IC the first opportunity to make any changes.
- Expenses: Client shall reimburse IC for all expenses arising from the proposal, including, but not limited to, the payment of any sales taxes arising out of the proposal.
- Subcontractors, Employees and Suppliers: IC is entitled to select the subcontractors, employees and suppliers who will work on or provide materials for the work. Client agrees not to have any work performed by its own subcontractors, employees or suppliers, unless released in writing by the IC. Client shall not direct, supervise or control the subcontractors, employees or suppliers of IC and shall not interfere with their work in any way. Any Client involvement, communications, and or coordination with IC subcontractors or material suppliers shall constitute a material breach of this Agreement and may subject Client to additional costs and completion time extensions, among other things. Client shall indemnify IC against all claims and expenses, including reasonable attorney’s fees, due to uses for which exceed authority granted by a release.
- Quality of Work/Materials: All work shall be performed in a good and workmanlike manner, and in accordance with generally accepted manufacturing practices in the industry. All materials and supplies incorporated shall be as specified and shall be of good quality and free and clear of defects.
- Ownership of Design: IC retains all rights to the design of any product(s) and the sale shall not transfer ownership of all copyrights, trademarks or intellectual property rights related to the design of the product(s).
- NO IMPLIED WARRANTY: EXCEPT FOR THE LIMITED WARRANTY SPECIFIED HEREIN, ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED AND THE SAME ARE EXPRESSLY DISCLAIMED. This disclaimer and exclusion shall apply even if the limited express warranty set forth above fails of its essential purpose.
- LIMITED WARRANTY: ALL INCIDENTAL AND CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM DEFECTS OR DEFICIENCIES IN IC’S WORK OR PRODUCTS ARE EXPRESSLY EXCLUDED. THIS WARRANTY IS PROVIDED FOR THE USE AND BENEFIT OF IC ONLY AND IS NOT TO EXTEND TO ANY OTHER PERSON INCLUDING THE CLIENT. NO THIRD PARTY BENEFICIARY RELATIONSHIP IS TO ARISE FROM THIS TRANSACTION. ALTERATION OF IC’S WORK, OR ANY BREACH OF THESE TERMS AND CONDITIONS BY CLIENT INCLUDING FAILURE TO MAKE PAYMENTS WHEN DUE, VOIDS ALL WARRANTIES HEREIN.
- MANDATORY BINDING ARBITRATION: IC and Client will cooperate with one another in avoiding disputes between them and shall endeavor to informally resolve disputes between them. IC and Client acknowledge that in the event of disputes that are not informally resolved, resolution will best be achieved through arbitration rather than civil litigation because of the substantial savings of time and expense for all parties and because of the privacy and flexibility associated with arbitration procedures. Any unresolved claim or dispute between IC and Client arising out of or relating in any manner to this Agreement, whether characterized as a contract claim or otherwise, shall be decided by binding arbitration in accordance with the South Carolina Uniform Arbitration Act, S.C. Code Ann. §15-48-10 et. esq. Such decision shall be final. The provisions of this paragraph shall survive the termination, rescission and/or completion of this Agreement. Any questions regarding the interpretation of this arbitration provision or the arbitrability of a dispute under this provision shall be decided by the arbitrator, unless specifically required by law to be decided by a court, and shall be binding on the parties.
- Default:
- Client’s Rights: If IC materially breaches its obligations under this Agreement, Client shall be entitled, after giving IC written notice of such breach and a ten (10) day period to substantially cure the breach, to terminate this Agreement in writing. In such case, Client shall pay IC in accordance with Paragraph 13 below.
- IC’s Rights: If Client breaches its obligations under this Agreement, IC shall be entitled, after giving Client written notice of such breach and a ten (10) day period in which to substantially cure the breach, to (i) terminate this Agreement, and recover all costs and expenses incurred in reliance upon this Agreement (including attorney fees and costs), in which case this Agreement shall thereupon become null and void and of no further force or effect or (ii) pursue any claim for damages, costs and expenses available at law or in equity. In addition to any other damages, IC shall be entitled to its attorney’s fees and costs incurred in the collection of sums owed to it by Client.
- Cancellation/Termination: If this Agreement is cancelled or terminated by either Client or IC, IC shall retain ownership of all products, materials, goods, and accoutrements thereto contemplated in the transaction that have not already been paid for in full by Client. Additionally, if this Agreement is cancelled or terminated by Client, then Client shall pay IC a cancellation fee for work completed to the date of cancellation, based on the contract price and expenses already incurred, plus a cancellation fee of ten percent (10%) of the total contract price.
- Price: Unless specifically stated otherwise in the Proposal, the work set forth in the proposal shall be accepted on the basis that (i) payment must be made to Supplier in U.S. dollars and (ii) prices do not include sales, value added, use, excise or similar taxes, customs or import duties, freight, delivery and handling charges, the costs of certificates of origin or consular invoices or similar documents.
- Other Provisions:
- Time is of the Essence: Time is of the essence of this Agreement. In addition, either party’s forbearance in one or more particular, including IC’s acceptance of one or more late payments, shall not constitute a waiver of other party’s right to insist upon strict compliance with the terms this Agreement.
- Severability: Unenforceability or invalidity for any reason of any provision of this Agreement shall not limit or impair the operation, validity or enforceability of any other provision of this Agreement.
- Transfer or Assignment: This agreement shall not be transferred or assigned without the consent of all parties and any permitted assignee shall fulfill all of the terms and conditions of this Agreement.
- Amendments: No amendments, conditions, deletions, modifications or changes to or of this Agreement, or purported or alleged waiver of any provision hereof, shall be of any force or effect whatsoever unless reduced to writing and signed by the parties hereto.
- Governing Law: This Agreement is executed in, is performable under and shall be governed by and construed in accordance with the laws of the State of South Carolina, County of Greenville, to which jurisdiction and venue the parties, by their execution hereof, hereby irrevocably consent.
- Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, successors, legal representatives and assigns.
- Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to its subject matter and no representations, inducements, promises, or agreements, oral or otherwise, not expressly set forth herein, shall be of any force or effect whatsoever.
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NuLife Municipal Truck Center
2266 Powdersville Rd.
Easley, SC 29642
USA
Phone 1-864-371-6136
