TERMS and CONDITIONS
These Service Terms and Conditions shall govern any and all services or products (collectively, the “Services”) provided by AIRDE MECHANICAL SERVICES LLC (“Airde”) to any client or customer of AIRDE (the "Company”). Commencement of Services shall be deemed as Company’s full acceptance of these Service Terms and Conditions as the sole terms and conditions applicable to any given project (the "Project”), irrespective of when or whether these Service Terms and Conditions are actually signed. No terms or conditions delivered with or contained in any request for Services, purchase order or any other document received from Company shall form part of the agreement of AIRDE to perform Services and Company waives any right which it may otherwise have to rely on such terms and conditions. Any purported variation of these terms and conditions shall have no effect unless expressly agreed to in writing and signed by an authorized representative of AIRDE, and AIRDE’S performance of Services are expressly conditioned upon these Service Terms and Conditions being in full force and effect. These Service Terms and Conditions, along with any applicable Project description or statement of work are referenced herein as the "Agreement”.
SCOPE OF SERVICES The agreement of AIRDE to perform Services extends only to those Services specifically described and provided for or agreed in writing by AIRDE. Any descriptions, statements, comments or expressions made by an AIRDE employee reflect the opinion or observations of that employee based solely upon information provided by the Company and/or the data available at the time, and are not intended, nor can they be construed, as representations or warranties as to the actual circumstances. AIRDE’S standard safety protocols and considerations are applicable to all Services. In certain circumstances, access restrictions or a minimum AIRDE crew may be required unless prior arrangements have been made which otherwise meet the intent of AIRDE’S applicable safety policies. Pricing is based on AIRDE’S standard service techniques and protocols unless otherwise specifically stated. The Company prior to commencement must identify any request for non-standard techniques or protocols in performing the Services.
STANDARD OF CARE In performing the Services, AIRDE shall use the degree of care and skill ordinarily exercised under similar circumstances by others performing similar services in the same or similar locality. No other warranty, expressed or implied, is made or intended by AIRDE, and all other warranties are expressly disclaimed. AIRDE does not guarantee that all Services will be completely error-free and AIRDE will not assume any legal or operational responsibilities of the Company, including without limitation for Company’s engineering, repair and use decisions. In addition, AIRDE will not be responsible for issues or expenses arising from or in connection with the acts or omissions of the Company, its personnel or any third parties, or from circumstances beyond AIRDE'S reasonable control. In the event of any breach of this warranty, AIRDE'S sole and exclusive obligation will be to correct or re-perform the deficient Service or, at AIRDE'S option, to refund the amount paid for the deficient Service.
PRICING AND PAYMENT TERMS Rates are based upon regular working hours Monday through Friday (shift commencing between 6:00 a.m. to 10:00 a.m.). Alternate shifts, overtime after eight (8) hours, weekends and holidays will be charged at applicable premium rates. Minimum Call Out will be applicable as follows: Day Shift - 4 hrs. / Night or Overtime Shifts - 8 hrs. A break of at least 8 hours must be provided between shifts. All rates are portal-to-portal: travel time is chargeable from AIRDE'S office location, or the applicable place of overnight accommodation for out of town projects, at applicable rates. Equipment charges will apply to working time, standby time and travel time. Standby charges may be applicable for delays or interruptions, which are beyond the control of AIRDE. Minimum call-out charges may be applicable for shifts cancelled by the Company without sufficient notice to dispatch the AIRDE crew to an alternate project. The Company shall verify that confined spaces are tested and safe for entry unless that is a Service that AIRDE has been specifically contracted to provide. A safety watch and emergency rescue personnel shall be available. Where a safety watch is not provided, AIRDE can supply one at the applicable hourly rate. Payment terms shall be payment in full within 7 days without deduction or set-off. AIRDE reserves the right to charge interest at a rate of 12% per year on outstanding accounts. AIRDE also reserves the right to charge for any extra costs that are incurred as a result of delays, cancellations, or postponements resulting from the Company’s instructions, acts or omissions; from the Company’s delays or lack of instructions, from mistakes for which AIRDE is not responsible hereunder and otherwise from circumstances beyond AIRDE'S control. The Project fees quoted exclude taxes, incidental expenses and all costs of re-inspection or abortive visits. The Company will be notified of applicable additional costs as and when they occur, and the costs will be added to the contract price. Film or data that is not accepted by the Company when the final report is issued will be promptly disposed of by AIRDE.
LIMITATIONS OF LIABILITY Nothing in this agreement shall be construed to mean that AIRDE assumes any liability on account of injury to persons or property, including death, except and only to the extent those directly caused by the negligent or willful misconduct of AIRDE in the context of performing the requested Services. In no event shall AIRDE'S aggregate liability for any reason, in connection with any claim asserted, exceed the amount paid for the Services in question. AIRDE shall not be held responsible or liable for any loss, damage or delay caused by accidents, strikes, fires, floods, or other circumstances or causes beyond AIRDE's control, including actions taken or not taken by the Company, its personnel or third parties. In no event shall AIRDE be liable for indirect, incidental, special, punitive, exemplary or consequential damages (including, without limitation, damages relating to lost profits, lost revenues or loss of business; downtime, loss of use, business interruption, or lost productivity; economic loss; overhead expenses; lost savings; damage to reputation or loss of goodwill) even if AIRDE was apprised of the likelihood of such damages and irrespective of the nature of the claim asserted.
MISCELLANEOUS These Service Terms and Conditions and any applicable Project description or statement of work constitute the entire agreement between the parties, and all prior agreements, written or oral, relating to the Project or Services are superseded by the terms hereof. A writing signed by both parties may only modify this Agreement. The rights and obligations of the parties hereunder shall not be waived except in writing signed by the waiving party. The quoted pricing is personal to the Company and the Company shall not assign or transfer its rights or obligations under this Agreement except with the prior written consent of AIRDE. The provisions of this Agreement are severable and in the event any provision is held to be unenforceable, the remaining provisions will continue in full force and effect. It is understood that AIRDE is an independent contractor and not an employee or agent of Company. This Agreement is governed by and shall be construed in accordance with the laws of the location where the Services are to be performed without regard to any conflicts of laws principles thereof.