- By ordering a service, you as the client agree to the following terms and policies.
- Escala Corporation(“Estimator”), (847) 490-5354
- 2300 N. Barrington Rd. Suite 400 Hoffman Estates, IL 60169
- Each of Escala corp. and the Client are referred to as a “party,” and both are collectively referred to as the “parties.”
TERMS AND POLICIES
WHEREAS, Escala Corporation is in the business of providing Consulting Services, particularly estimating construction drawings ‘
WHEREAS, Client requests Escala Corporation’s services, and Escala Corporation desires to provide such services to Client all as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties here to agree as follows:
1.1 Estimating Construction Drawings
. Estimator shall provide services to Client in accordance with the P.O. form or by e-mail order
1.2 Performance Request not included on P.O. form.
Estimator’s performance of any services mutually agreed upon with Client but not then set forth in a P.O. form or otherwise provided for herein shall be governed by the terms and conditions hereof. Additional services requested by the client may require additional research, consulting, data conversions, training and the evaluation of other service providers. Any such work will be billed in increments at the rate of $45.00/ per hour.
- 2. PAYMENT AND INVOICING TERMS.
2.1 Invoicing for services
. Estimator will provide an invoice by the end of every work performed for services provided not payed
Invoices may also include any Reimbursable Costs per Section 2.2 and/or applicable Taxes per Section 2.4. Client will make out checks payable to Escala Corporation
and mail check to:
2300 N. Barrington Rd. Suite 400
Hoffman Estates, IL 60169
All work has to be paid in advance. Allow at least three business days before due day to order a job and make up your payment.
2.2 Reimbursable Costs
. Client shall reimburse the Estimator the following costs when incurred in connection with the Services rendered: long distance telephone charges, copies and prints, postage, taxes (as outlined in section 2.4) and FedEx services.
Expenditures not set forth above, including but not limited to travel costs, must be pre-approved by the Client to qualify for reimbursement.
Estimator shall provide to Client substantiation of Reimbursable Costs incurred.
(a) Invoices will be submitted as indicated in Section 2.1 by Estimator for payment by Client. Payment is due upon receipt and is past due seven (7) business days from receipt of invoice. If Client has any valid reason for disputing any portion of an invoice, Client will so notify Estimator within seven (7) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed valid. The portion of Estimator’s invoice which is not in dispute shall be paid in accordance with the procedures set forth herein.
(b) A finance charge of 1.5% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts. Any costs incurred by Estimator in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, Estimator may suspend performing further work.
. All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, Client will be responsible for paying any and all current and future applicable taxes (other than taxes based on Estimator’s net income).
- 3. AMENDMENTS AND CHANGE ORDERS:
3.1 Change of Address
In the event that the addresses stated at the top of this document are no longer valid for contact of the respective party a new and correct address information must be provided to the other party in writing within 5 working days by via U.S. Postal Mail.
Estimator warrants that Services rendered shall be performed by competent personnel possessing skills consistent with applicable industry standards. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY ESTIMATOR CONCERNING THE SERVICES RELATED TO SERVICES RENDERED TO CLIENT AND EXCLUDES THIRD PARTIES. ANY INFORMATION DERIVED TO THIRD PARTIES IS ENTIRELY THE CLIENTS RESPONSIBILITY. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.
. Estimator’s liability, including but not limited to Client’s claims of contributions and indemnification related to third party claims arising out of services rendered by Estimator, and for any losses, injury or damages to persons or properties or work performed arising out of or in connection with this Agreement and for any other claim, shall be limited to the lesser of (i) three hundred dollars ($300.00) or (ii) payment received by Estimator from Client for the particular service provided giving rise to the claim. Notwithstanding anything to the contrary in this Agreement, Estimator shall not be liable for any special, indirect, consequential, lost profits, or punitive damages. Client agrees to limit Estimator’s liability to Client and any other third party for any damage on account of any error, omission or negligence to a sum not to exceed the lesser of (i) three hundred dollars ($300.00) or (ii) the payment received by Estimator for the particular service provided giving rise to the claim. The limitation of liability set forth herein is for any and all matters for which Estimator may otherwise have liability arising out of or in connection with this Agreement, whether the claim arises in contract, tort, statute, or otherwise.
. Client’s exclusive remedy for any claim arising out of or relating to this Agreement will be for Estimator, upon receipt of written notice, either (i) to use commercially reasonable efforts to seek remedy, at its expense, the matter that gave rise to the claim for which Estimator is at fault, or (ii) return to Client the fees paid by Client to Estimator for the particular service provided that gives rise to the claim, subject to the limitation contained in Section 5.1. Client agrees that it will not allege that this remedy fails its essential purpose.
. Articles 2, 4, 5, and 6 continue to exist the expiration or termination of this Agreement for any reason.
. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions and that remaining provisions shall remain in full force and effect.
6.2 Modification and Waiver
. Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent breach.
6.3 Independent Contractor
. Estimator is an independent contractor of Client.
. Client shall give a written notice to the Estimator within one hundred eighty (180) days of obtaining knowledge of the occurrence of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against Estimator. If Client fails to give such notice to Estimator with regard to any such claim or cause of action and has not brought legal action for such claim or cause of action within said time period, Client shall be deemed to have waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or proceeding in any court or before any governmental agency or authority or any arbitrator. All notices or other communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that recipient receives a manually signed copy and the transmission method is scheduled to deliver within 48 hours, and shall be deemed given when delivered to the address specified at the beginning of this document or such other address as may be specified in a written notice in accordance with Section 3.3.
. The Agreement is not assignable or transferable by either party without the written consent of the other party.
. Estimator and Client recognize that disputes arising under this Agreement are best resolved at a business like manner by the parties directly involved. Both parties are encouraged to be imaginative in designing a method and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party’s organization for resolution. Failed resolution of conflicts at the organizational level, Estimator and Client agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to non-binding mediation unless Estimator and Client mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement.
6.7 Severe Causes
. Estimator shall not be responsible for delays or failures (including any delay by Estimator to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of sub Estimators or third parties.
6.8 Use By Third Parties
. Work performed by Estimator pursuant to this Agreement are only for the purpose intended and may be misleading if used in another context. Client agrees not to use any documents or information produced under this Agreement for anything other than the intended purpose without Estimator’s written permission. This Agreement shall, therefore, not create any rights or benefits to parties other than to Client and Estimator.