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Spheros Environmental | www.spherosenv.com | Page 7
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<br />GENERAL TERMS AND CONDITIONS
<br />
<br />I. APPLICABILITY. These terms and conditions
<br />for services (these “Terms”) are the only terms that
<br />govern the provision of services by Spheros Group
<br />Parent, Inc. (“Spheros”) to name of the customer
<br />(“Client” and together with Spheros, the “Parties” and
<br />each, a “Party”) set forth on the accompanying order
<br />confirmation, letter, statement of work, or purchase
<br />order (the “Order Confirmation”). The Order
<br />Confirmation and these Terms (collectively, this
<br />“Agreement”) comprise the entire agreement between
<br />the Parties, and supersede all prior or
<br />contemporaneous understandings, agreements,
<br />negotiations, representations and warranties, and
<br />communications, both written and oral. In the event of
<br />any conflict between these Terms and the Order
<br />Confirmation, these Terms shall govern, unless the
<br />Order Confirmation expressly states that the terms and
<br />conditions of the Order Confirmation shall control.
<br />These Terms prevail over any of Client’s general terms
<br />and conditions regardless of whether or when Client
<br />has suWSBtted its request for proposal, order, or such
<br />terms. Provision of services to Client does not
<br />constitute acceptance of any of Client’s terms and
<br />conditions and does not serve to modify or amend
<br />these Terms. This Agreement may not be modified
<br />except by an amendment in writing, signed by both
<br />Parties.
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<br />II. SERVICES; PERFORMANCE DATES. Spheros
<br />shall provide the services to Client as described in the
<br />Order Confirmation (the “Services”) in accordance with
<br />these Terms. Spheros shall use reasonable efforts to
<br />meet any performance dates specified in the Order
<br />Confirmation, and any such dates shall be estimates
<br />only.
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<br />III. CLIENT’S ACTS OR OMISSIONS. If Spheros’s
<br />performance of its obligations is delayed or prevented
<br />by any act or omission of Client or its agents,
<br />subcontractors, consultants, or employees, Spheros
<br />shall not be deemed in breach of its obligations under
<br />this Agreement or otherwise liable for any costs,
<br />charges, or losses sustained by Client to the extent
<br />arising directly or indirectly from such prevention or
<br />delay.
<br />
<br />IV. COMPENSATION. For the performance of the
<br />Services, Client agrees to pay, and Spheros agrees to
<br />accept, compensation set forth in the Order
<br />Confirmation. Spheros will be compensated in US
<br />dollars for its Services on a time-and-materials or fixed-
<br />price basis. Spheros’s estimate of the cost for its
<br />Services is based on the information provided by Client,
<br />and rates, reimbursable expenses, and management
<br />fees made a part of the Agreement. Client shall be
<br />responsible for all sales, use, and excises taxes, and any
<br />other similar taxes, duties, and charges of any kind
<br />imposed by any federal, state, or local governmental
<br />entity. Client agrees to reimburse Spheros for all
<br />reasonable travel and out-of-pocket expenses incurred
<br />by Spheros in connection with the performance of the
<br />Services. In the event that the Services occur over more
<br />than one (1) calendar year or the Services start date is
<br />delayed more than ninety (90) days due to factors
<br />outside of Spheros’s sole control, Spheros may, without
<br />the approval of Client, increase its rates by the greater
<br />of: (a) five percent (5%) or (b) the United States
<br />Department of Labor, Bureau of Labor Statistics
<br />consumer price index. Spheros will provide reasonable
<br />advance notice to Client prior to any potential rate
<br />increase. Invoices are suWSBtted routinely, but no
<br />more than monthly, for time and expenses incurred or
<br />in the event of a fixed price contract as determined by
<br />the scope of work and applicable milestone for the
<br />percent of work completed. Terms of payment are net
<br />thirty (30) days. Overdue accounts are subject to an
<br />interest charge of one and a half percent (1.5%) per
<br />month and services may stop whenever payment is
<br />overdue more than sixty (60) days. Either Party may, at
<br />any time and from time to time during the term of this
<br />Agreement, request a change to the Services (each, a
<br />“Change”). Upon receipt of a request for any Change
<br />from Client, Spheros shall prepare and deliver to Client
<br />a proposal regarding the effect that such Change
<br />would have on (i) the cost of the Services, (ii) the timing
<br />for performance of the Services; and (iii) any other
<br />material aspect of this Agreement. Client and Spheros
<br />shall agree in writing on the terms applicable to any
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