The quotation (“Proposal”) furnished by Pond Control Services (PCS) is not binding upon PCS until (a) actual receipt by Pond Control Services of Buyer’s written purchase order (“Purchase Order”) adopting the Quotation and all the terms and conditions stated herein, without qualification within ten (10) days after the date hereof. A quotation is valid only for thirty (30) days from date thereof.
The Quotation, Buyer’s Purchase Order and these Terms and Condition of Sale (“Terms and Conditions”) constitute the final, complete and exclusive expression of the parties’ agreement (“Agreement”) . Any provisions of Buyer’s Purchase Order, which are additional or contrary to the Quotation or these Terms and Conditions, shall be deemed to be of no effect. Even if Pond Control Services acknowledges or accepts Buyer’s Purchase Order, such modifications may only be made by a written instrument signed by one of Pond Control Officers referring to such modifications specifically.
After acceptance by Pond Control Services, Purchase Orders shall not be subject to cancellation by Buyer except with Pond Control Services express written consent and upon terms that will indemnify Pond Control Services against all direct, incidental and consequential losses or damage.
Pond Control Services in its sole discretion may terminate this agreement at any time without cause, by providing at least 3 days written notice to the client.
If client cancels this agreement before its expiration, PCS is entitled to but not limited to the following remedies:
A. Cancellation fee of $250.00 and/or
B. Payment for all work completed/equipment and materials purchased/ordered on the clients behalf.
IV. Terms of Payment:
All invoices will be due upon receipt. Balances outstanding for more then thirty (30) days after the invoice date shall be deemed delinquent and will be subject to a service charge on the unpaid balance at an interest rate equal to the lesser of 18% per annum or the maximum allowable interest rate under applicable law, and Buyer shall be responsible and liable for all expenses incurred by Pond Control Services in collection , including reasonable attorney’s fees. Title to equipment and/ or products sold hereunder (“Products”) shall remain with Pond Control Services until the total sales price has been paid in full by Buyer. If a purchase order is issued, such shall be for the client’s accounting purposes only, as the terms and conditions do not apply to Pond Control Services (P.C.S) Services.
Any tax imposed on the sale of Products shall be added to the amount to be paid by Buyer, provided however, Pond Control Services does not collect any such taxed and is later asked by or required to pay such to any taxing authority. Buyer shall make such payment to Pond Control Services or, if requested by Pond Control Services, directly to such taxing authority. At Pond Control Services option, prices may be adjusted to reflect any increase in the costs to Pond Control Services resulting from state, federal or local legislation, or any change in the rate charge of classification of any carrier.
VI. Delivery Dates; Contingencies:
All delivery dates are approximate and Pond Control Services shall not be responsible for any damage of any kind resulting from any delay. Pond Control Services shall not be liable for any default or delay in performance if caused directly or indirectly by acts of God; war; force of arms; fire; flood; the elements; riot; labor disputes; picketing or other labor controversies; sabotage; civil commotion; accidents; any governmental action, prohibition or regulation; delay in transportation facilities; shortage or breakdown of , or inability to obtain, or non-arrival of any labor material or equipment used in the manufacture of the Products; failure of any party to perform any contract with Pond Control Services, relative to the production of the Products; or from any cause whatsoever beyond Pond Control Services control, whether or not such cause is similar or dissimilar to the enumerated.
Pond Control Services is not liable for loss, damage, detention, or delay due to causes beyond its reasonable control, such as acts of God, acts of the Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, war, riot, delays in transportation, government restrictions, or embargoes or difficulties in obtaining necessary labor, materials, manufacturing facilities, or transportation due to such causes.
P.C.S., shall procure and maintain, at its own expense, during the terms of this agreement, at least the following insurances
1.) Worker’s Compensation Statutory
2.) General/Public Liability $1,000,000.00 Per Occurrenc
3.) Automobile Liability $500,000.00 Each Occurrence
(for bodily injury/property damages
Client shall indemnify and hold harmless P.C.S., its directors, officers, employees, agents and subcontractors against any and all liabilities, claims, demands and causes of action which they, individually or collectively, may suffer by reason of the negligence or international acts of the Client, or, the failure of the Client or any of its employees or agents to observe or comply with any of the Client’s duties and obligations under this Agreement, including, without limitation, any bodily injury to or death of any person or responsibility for the discharge of or exposure to any hazardous, toxic, infectious, or other harmful substances.
Client shall indemnify and hold harmless P.C.S., its directors, officers, employees, agents and subcontractors against any and all liabilities, costs, expenses, including reasonable attorney’s fees, for clams, demands and/or causes of action asserted and/or filed by third persons not parties to this Agreement, arising out of or as a result of: (i) the presence of P.C.S., or its subcontractors on the site: and/or (ii) the completed work by P.C.S., in the site except to the extent that such liabilities, claims, demands, causes of action, costs and expenses are caused by the fault or negligence of P.C.S., its directors, officers, agents, employees or subcontractors.
X. Independent Contractor:
The provisions of this Agreement shall not be construed as authorizing or reserving to the Client, unless agreed to in writing by P.C.S., any right to exercise any control or direction over the employees or agents of P.C.S. in connection with this Agreement. Neither party to this Agreement shall have the authority to employ any person as an agent or employee for or on behalf of the other party to this Agreement for any purpose. The Client shall not have any right or authority to make any representations, or to assume any obligations, expressed or implies, on behalf of P.S.C.
Any notice, communication or statement required or permitted to be given hereunder shall be in writing and deemed to have been sufficiently given when delivered by registered or certified mail, postage prepaid, return receipt requested, to the address of the respective party.
In the event the Client fails to perform herein obligations, Pond Control Services, shall be entitled to recover all direct consequential and incidental damages, reasonable attorney fees and interest.
XIII. Governing Law:
This Agreement shall be governed by and interpreted pursuant to the Laws of the State of Ohio, Summit County, and shall be deemed to have been entered into at said location.
XIV. Entire Agreement:
The terms and conditions set forth herein constitute the entire understanding of the parties relating to the provision of the services by P.C.S., to the Client and shall be incorporated in all work orders and authorization unless otherwise stated therein. No warranties, expressed or implied, are made
Every part, term or provision of this Agreement is severable from the others. Not withstanding any possible future finding by a duly constituted authority that a particular part, term or provision is invalid, void or unenforceable, this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.
Alterations or modifications to this Agreement shall be in writing and signed by both parties.
Any action or dispute concerning the terms of this agreement or the party’s performance hereunder shall be brought in the County of Summit, State of Ohio.