Project Terms
and Conditions
1. Acceptance of terms. These terms and
conditions are an integral part of Metro Air's
agreement with Customer. They may not be altered
in any way without the express,
advance written consent of Metro Air. Customer
may accept these terms by signing a
work order or proposal of Metro Air, or by
permitting Metro Air to commence work on
the equipment which is the subject of this work
order.
2. Access to equipment. Customer shall provide
Metro Air clear access to equipment.
Metro Air shall not be required to move,
dismantle, stack or otherwise re-arrange any
objects in order to access equipment to be
serviced. Metro Air shall not be responsible
for the safety, security or operation of any
property left in the vicinity of equipment to be
serviced.
3. Premium-time work. All pricing is based on
work performed during regular business
hours, and not requiring premium-time work, and
Metro Air cannot guarantee that
workers will be available to perform work at
premium times. At Customer's request,
Metro Air shall endeavor to make arrangements
for scheduling such work.
4. Payment. Customer agrees to pay Metro Air's
invoices within thirty (30) days of invoice
date. Payments not received within that time
shall accrue interest at the rate of 1.5% per
month. Metro Air reserves the right to stop work
without notice should these payment
terms not be maintained. Should Metro Air be
required to engage the services of an
attorney to obtain payment from customer, Metro
Air shall be entitled to be paid its
reasonable attorney's fees and costs by
Customer. Any litigation arising out of or related
to Metro Air's work shall be filed
in Johnson County Kansas. THE PARTIES
HEREBY
WAIVE THEIR RIGHT TO A
JURY TRIAL.
5. Taxes. Customer shall be responsible for
payment of any taxes levied in association with
the work of Metro
Air.
6. Cancellation/termination. Once Metro Air has
commenced work on the work order,
Customer may not cancel this work order.
Customer may terminate the work order,
which termination shall be effective upon Metro
Air's actual receipt of a written notice of
termination, and Customer agrees to pay for
Metro Air's costs to date, including any
restocking or return/termination charges for
materials or equipment, or any specially
manufactured or adapted materials that cannot be
returned, plus a cancellation fee of 25%
of the value of the work not performed as of the
date of termination.
7. MSDS information/ HazMat liability. Customer
shall provide to Metro Air all Material
Safety Data Sheets ("MSDS") for any product
within the purview of the U.S.
Occupational Health and Safety Administration's
Hazard Communication Standard
Regulations. Metro Air's work does not include
the identification, abatement or removal
of any toxic or otherwise hazardous material
("HazMat"). Should Metro Air encounter
what it reasonably believes to be potential
HazMat, it shall cease work in the affected
area and notify customer. Customer shall then
investigate and, if appropriate, remediate
the conditions and furnish Metro Air with
evidence from an environmental engineer
certifying that the suspected conditions have
been satisfactorily removed, remediated or
otherwise resolved. Any delay or extra expense
to Metro Air as a result of such HazMat
shall be treated as an adjustment to the service
order.
8. Metro Air's design. Metro Air's design is
based on the standards set forth in the
American Society of Heating, Refrigeration and
Air Conditioning Engineers
("ASHRAE") Standard 62-1299 "Ventilation for
Acceptable Indoor Air Quality" or other
applicable local ventilation codes. Metro Air
makes no representation that its design will
address health effects of cigar/cigarette
smoke.
9. Extras/changes. Metro Air's pricing for the
work is based solely on the description and
scope of work described in its service order.
Should additional work be required, or
requested by customer, Metro Air shall keep
track of its time and material costs and
customer shall pay them in accordance with the
Payment terms stated above, unless
Metro Air and customer have agreed in writing on
a lump-sum amount for such extra or
change.
10. Warranty. Metro Air warrants that its
workmanship will be of good quality and free
from defects for a period of one year from date
of installation. In the event that customer
believes that any of Metro Air's workmanship
failed during this period, customer shall
not disturb the work (except in case of
emergency to prevent injury), and notify Metro
Air in writing within ten days. Metro Air shall
have the right to inspect the workmanship,
and have the option to repair or replace
defective workmanship. Metro Air shall assign to
customer all rights available under
manufacturer or vendor's warranties with respect to
materials or equipment installed. If
on or after the first anniversary of installation of the
work, customer requests that Metro
Air remove, repair or reinstall any such equipment,
Metro Air shall do so only at its
rates then in effect, and customer shall pursue whatever
rights and remedies it may have
against the manufacturer of the equipment in question.
This is the full extent of Metro
Air's warranty, and ALL OTHER WARRANTIES ARE
HEREBY DISCLAIMED, INCLUDING IMPLIED WARRANTIES
AND
WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
11. Force Majeure. Metro Air shall not be
responsible for any delay or extra cost occasioned
by unusually severe weather
conditions, strikes, pickets or similar labor actions,
transportation delays or
disruptions, material unavailability, or any other cause beyond
its
control ("Force
Majeure"). The schedule for completion and cost of Metro Air's
service
order work shall be
adjusted equitably as a result of any such Force Majeure.
12. Mutual waiver of consequential damages. Metro Air and customer waive claims against each other for indirect or consequential damages arising out of or relating to the service order. This mutual waiver applies to damages incurred by the customer for any delay in completion of work including rental expenses, losses of use, income, profit, operating or maintenance expense, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and damages incurred by the Metro Air for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work.
13. FAILURE OF THIS CONTRACTOR TO PAY THOSE
PERSONS SUPPLYING
MATERIAL OR
SERVICES TO COMPLETE THIS CONTRACT CAN RESULT
IN
THE FILING OF A MECHANIC'S LIEN ON THE PROPERTY
WHICH IS THE
SUBJECT OF THIS
CONTRACT PURSUANT TO CHAPTER 429, RSMO. TO
AVOID THIS RESULT YOU MAY ASK THIS CONTRACTOR
FOR "LIEN
WAIVERS" FROM ALL
PERSONS SUPPLYING MATERIAL OR SERVICES FOR
THE WORK DESCRIBED IN THIS CONTRACT. FAILURE TO
SECURE LIEN
WAIVERS MAY
RESULT IN YOUR PAYING FOR LABOR AND MATERIAL
TWICE.
DB04/0838955.0001/8489343.1