Terms and Conditions
1.General Conditions
1.1. These Terms and Conditions hereby form the entire agreement between Buyer and 99 Electrical Estimators (the “Seller”) and supersede any prior agreements or conditions established relative to Buyer’s order or any similar documents. These Terms and Conditions shall supersede any conflicting conditions contained within the Buyer’s order or related documents hereto. Any modification, variation, or waiver of these Terms and Conditions shall be valid only if given in writing and signed by an authorized representative of the Seller.
1.2. For the purposes of these Terms and Conditions, the following definitions shall apply
(a) “Buyer” refers to the individual or entity with whom the Seller contracts to provide services, including but not limited to valuation, estimating, and consulting services.
(b) “Seller” denotes 99 Electrical Estimators, the entity providing the Work as outlined in these Terms and Conditions.
(c) “Work” encompasses all services rendered by the Seller, including but not limited to estimating, consulting, and valuation.
(d) “Preliminary Work” includes all preparatory activities and services provided by third parties that are necessary for or incidental to the Work.
(e) “Electronic File” means any form of digitized material, including text, illustrations, or other content, which is delivered or supplied by either party, whether through the modem, ISDN, or any other disc, or even via an electronic link.
(f) “Intellectual Property” encompasses all forms of intellectual property rights, including copyrights, trade names, patents, trademarks, inventions, know-how, design rights, and any other sort of intellectual property rights, whether unregistered or registered, including but not limited to any applications for registration of such rights.
1.3. The act of placing an order or requesting Work from the Seller constitutes acceptance of these Terms and Conditions by the Buyer. This acceptance is definitive and binding, regardless of any conflicting terms that may appear in the Buyer’s documentation.
2.Delivery
2.1. The Seller will not be liable for any delay in the delivery of the Work or any part thereof. This includes postponement occasioned by unfortunate acts of the Almighty, fires, wars, strikes, riots, the change of law or regulation and lack of supply. Delivery shall be accepted and full payment made, notwithstanding any of the above delays, by the Buyer.
2.2. Except where otherwise specifically agreed to in writing, all Work shall be delivered electronically. The Buyer shall be responsible for arranging for the printing, storage, and management of the Work within the Buyer’s organization.
2.3. The Seller may, at his discretion, deliver the Work in installments. Each installment shall be invoiced separately, and payment shall be made in accordance with this. “In the event of failure of the Purchaser to effect payment for any installment by the due date, the Seller is entitled to suspend subsequent deliveries until payment is made and/or to deem the contract terminated.
3.Payment
3.1. The Seller’s Quotations are based upon costs current at the date of quotation. Nothing prevents the Seller from making reasonable adjustments to the price in the event that new or updated information discloses that any type of additional work beyond that estimated is required. Buyer shall be notified of any such adjustment in writing save to the extent otherwise agreed.
3.2. Quotations do not include applicable taxes. The Buyer is responsible for paying all taxes that may be applicable in addition to the quoted price.
3.3. All Work performed, including Preliminary Work, is chargeable regardless of whether the Buyer proceeds with the production of the Work or not.
3.4. Additional charges will apply for any extra Work resulting from defects, incompleteness, or inaccuracies in the materials provided by the Buyer or if there are delays in providing the necessary documentation or instructions.
3.5. Unless otherwise agreed in writing in accordance with Clause 4, payment shall be due prior to the commencement of Work. The Seller reserves the right to require partial or full payment in advance of undertaking any Work. Such advance payment shall be considered as a token of good faith and security for the actual performance of the Seller’s obligations under this Agreement and to cover preliminary expenses in regard to the Work. The advance payment amount and terms will depend on the scope and needs of each project.
4.Credit Facilities
4.1 In the case of credit facilities extended and unless otherwise contracted and agreed in writing, payment shall be made within 30 days from the date of the invoice. In case of failure to pay by the due date of any invoice in full, the Buyer shall be liable for interest and costs as per the Contract Law and Statutory Law of the USA respectively amended. In the event of failure to pay any one invoice, all other outstanding invoices shall become immediately due and payable. In such a case, the Seller is at liberty to adopt remedial measures without prejudice to the other rights for the recovery of monies, along with collection costs. All collection costs shall be limited only to the quantum of such costs as are reasonably incurred in the recovery process and actually spent on such recovery, and the Seller may recover the same while recovering dues.
4.2 The Seller may further, at its intensity, grant credit facilities subject to the applicant first completing and submitting the Seller’s credit account application form. The Seller will assess and process the said application with respect to its internal processes, the decisions of which are at his discretion. On approval, other conditions or requirements as deemed necessary for approval by the Seller shall also apply. The Seller reserves the right to withdraw credit facilities at any time without prior notice or explanation. Upon any such withdrawal, all invoices, whether due or not due, shall immediately become payable.
5 Materials Specified or Supplied by the Buyer
5.1. Electronic Files
5.1.1. The Buyer is responsible for retaining a copy of any E-Files submitted to the Seller. The Seller will not be held liable for any loss or damage to these files once submitted.
5.1.2. The Seller assumes no responsibility for verifying the accuracy of input provided by the Buyer unless specifically agreed otherwise in writing. In this case, the Seller will not be liable for any errors or inaccuracies in the Work resulting from incorrect input provided by the Buyer, except where the output is subject to specific quality criteria set forth in the contract.
5.1.3. If an Electronic File cannot be processed efficiently with standard prepress and press equipment without significant adjustments, the Seller may choose to either decline to process the file or charge for any corrective work and additional materials needed. The Seller retains the right to receive compensation for any work performed and materials purchased in connection with the file. This includes but is not limited to, costs associated with file preparation, adjustments, and any additional resources or materials required to complete the processing. Even if the file cannot be processed as initially intended, the Seller is entitled to be reimbursed for all efforts and expenses incurred up to that point.
5.2. Other Materials
5.2.1. The Seller reserves the right to reject any E-files or other materials submitted by the Buyer if they are deemed unsuitable for their intended purpose. Any extra costs arising from the unsuitability of these materials will be the responsibility of the Buyer, except to the extent that delays or negligence on the Seller’s part in assessing the materials’ suitability have contributed to the additional costs.
5.2.2. If the Seller informs the Buyer that the material is unsuitable and the Buyer still instructs the Seller to proceed, the Seller will not be responsible for the quality of the final Work produced. The Buyer assumes full responsibility for any resulting issues.
5.2.3. It is the Buyer’s responsibility to supply sufficient quantities of Work-related materials. The Seller is not obligated to verify quantities prior to production. Any costs and necessary amendments resulting from discrepancies in the supplied quantities will be chargeable to the Buyer.
5.3. Risk and Storage
5.3.1. All property delivered by or on behalf of the Buyer is considered to be at the Buyer’s risk during the period it is in the Seller’s custody or in transit, except as otherwise specified in a written agreement. The Seller is not liable for any loss or damage to such property.
5.3.2. If there are any storage fees for your property, the Seller will make sure they’re reasonable and only apply them as needed. These fees may be applicable both prior to receiving the order, which is necessary to start the Work and after the Seller has informed the Buyer that the Work is complete.
5.3.3. The Buyer herewith confirms that it either owns or has all rights to use any Intellectual Property and/or other proprietary interests of any nature whatsoever in the material supplied, including an E-File or Electronic File, necessary to warrant that the Seller will not infringe on any legal action or claim arising from its use. The Buyer shall be wholly responsible for any consequences arising from the Buyer’s use of these materials and undertakes at all times to keep the Seller indemnified against any related claims or liabilities arising. As mentioned in Clause 13.2, the Buyer hereby agrees to defend, indemnify, and hold harmless the Seller against any claims, costs, or expenses resulting from the use of these materials.
5.4. Finished Goods
5.4.1. The responsibility for any loss or damage to the Work transfers to the Buyer once it has been dispatched from the premises of the Seller.
5.4.2. After completing the Work, the Seller will keep the Work and associated materials in storage for up to [insert number] months. Once this period has elapsed, the Seller may dispose of these materials without providing prior written notice.
6.Equipment & Materials Supplied by the Seller
6.1. All goods, materials, equipment, or any other facilities supplied by the Seller for the manufacture of the Work shall at all times be and remain the sole property of the Seller. No title to such goods, materials, equipment, or any such facilities shall pass to the Buyer.
6.2. Upon completion of the Work, the Seller shall supply printed stationery to the Buyer. Films, plates, electronic files, tapes, discs, and all other related material shall be destroyed, except that the Seller may retain e-files of printed stationery for archive or reference purposes.
6.3. The Seller shall be under no obligation to provide any data from its equipment or to provide such data in any particular format to the Buyer, including but not limited to data outputs, reports, or other information of any type outputted in the course of production. The format and availability of such data shall be at the sole discretion of the Seller, who shall not be under any obligation to provide such data in any particular format or of any particular type unless otherwise specifically agreed in writing.
7.Proofs & Variations
7.1. The Seller proceeds with the Work on the assumption that the Buyer has carefully read and granted written approval for all information before production commences. Should any mistakes or omissions be contained in that information, whether the work of the Seller or not, the Buyer is responsible for correcting those errors/omissions before such information is approved. Failure to so correct shall make the Seller blameless.
7.2 All such variances requested by the Buyer, other than those as a consequence of breach of contract by the Seller, and any additional quotations resulting therefrom, shall be for the Buyer’s account and shall be charged extra.
7.3. The Buyer is responsible for meticulously reviewing the completed quotation before submitting the tender. The Seller assumes no responsibility for any errors in the completed Work once these tenders have been submitted or the deadline for tenders has elapsed.
7.4. The Buyer acknowledges that some variation in color between proofs and the final production run is to be expected due to differences in inks, equipment, paper, and other production variables unless explicitly agreed otherwise in writing.
7.5. All implied conditions, express terms, and warranties relating to the quality and fitness for the purpose of the Work are expressly disclaimed, whether conveyed by the Seller, its employees, agents, or any other means.
8.Insurance
8.1. The Buyer hereby acknowledges he has read and fully understood these Conditions, especially the provisions under Clauses 2, 5, 10, 6, 7, and 11, which deal with very important matters such as delivery, risk, limitation of liability, and storage. The Buyer shall provide adequate insurance to cover any risks that may arise against each of those matters, depending on the circumstances and risks associated with each. Such circumstances should involve insurance coverage for all kinds of losses or damages and provide the buyer with full protection during the contract period.
9.Acceptance of Work
9.1. Any Work delivered under this contract shall be deemed accepted by the Purchaser. The Purchaser shall inspect the Work delivered thoroughly within a period of 48 hours from the date of delivery. The Purchaser shall carefully check that all aspects of the Work are in compliance with the agreed specifications and quality standards. Defects or discrepancies must be addressed to the Seller within 3 working days or 72 hours from delivery. This is a very important timeline in making sure that issues are resolved promptly maintaining and upholding the integrity of the contractual obligations.
10.Limitations & General Exclusion
10.1 The Seller shall not be liable for any indirect or consequential losses the Buyer may suffer, including but not limited to loss of sales or profits arising from any breach of this Contract or any other matter or any error on the part of the Seller. This limitation of liability is designed to limit claims for damages specifically to those that are direct and immediate and not due to consequential results of a breach of negligence.
10.2. If the Seller breaks this contract or acts negligently, the Buyer can only seek damages as a remedy. Under no circumstances shall the Seller’s total liability exceed the amount agreed upon for the Work. This limitation ensures that the Seller’s financial exposure is capped and provides clarity regarding the extent of potential damages.
10.3. The Seller shall not be liable for the following, except in cases of death or personal injury, for which the law does not permit such limitations.
10.3.1. For any damage or loss to property, direct or indirect, arising in whatever manner. This includes any damage caused by the Work or its use.
10.3.2. The Buyer’s costs mean costs of replacements, repairs, or other remedial on the Work without a prior written agreement with the Seller. The latter guarantees that the costs are acceptable since all additional work is agreed upon him, therefore, unauthorized costs are avoided.
Any damage, loss, or expense, whether direct or consequential, including but not limited to consequential loss of profit, consequential loss of, and expense to customers, clients, and third parties, consequential expenditure on substitute purchases, and any other damage involved. Such exclusion is general and covers a wide range of different types of possible damage that could occur outside of the immediate scope of the work. If the Seller offers to replace defective Work, the Buyer must accept the tender unless there is an express and reasonable basis for rejection. Buyer’s remedies are waived if, without prior written notification to the Seller, the Buyer orders up a third party to perform the Work over, including any claim for credit or chance of refund from the Seller for such work done on the Order. This clause is proposed so that the opportunity to set the defects right is given first to the Seller directly.
10.5. Before any part of the Work is transferred to any third party for any use, the Buyer shall have inspected said Work and thereafter given approval. Such an inspection and approval shall release the Seller of all liability thereafter arising for claims involving defects arising in the processing of the third party. Inspection and approval of the Work by the Buyer, under no circumstances, should be delegated to another party for importance. The Seller shall have the right to refuse to process any Work transmitted by the Buyer to a third party. Seller shall communicate this without any delay to the Buyer. Seller shall process the Work only if Buyer insists in writing, though it was refused by the Seller, to get it done. Outgoing quality Work processed by the third party is the responsibility of the Buyer.
11.Cancellation
11.1 A Buyer can cancel an order only before beginning to do the Work, and if it is a purpose to do so, needs to pay or return to the Seller all incurred or expended expenses by the Seller for materials, labor, and miscellaneous attached in the exercise of the order. Further, the Buyer shall remit payment for the Seller’s reasonable estimate of profit loss from the cancellation. This would guarantee that the Seller is properly compensated for any financial impact occasioned by such cancellation.
11.2. In the event of such cancellation the Buyer shall be responsible for such a fair administration fee, over and above those costs transferred as per clause 11.1. By covering the Seller’s costs and looking after the Case of Cancellation, an Administration fee can help make sure the Seller obtains what is fairly theirs.
12.Retention of Title
12.1 The Title to the Work shall at all times remain with the Seller until such time as the Buyer shall have paid all sums owing to the Seller. This reservation-of-title clause is to ensure that the ownership of the work remains with the seller until he gets complete payment, thereby safeguarding the financial interest of the seller.
12.2. Any work remaining on the title with the Seller shall be clearly identified as the Seller’s property. The Buyer shall either return the Work to the Seller on demand or permit the Seller’s duly authorized representatives to enter the Buyer’s premises for the purpose of retrieving the work. This provision is to guarantee the Seller that they will be able to retrieve their property if need be.
12.3. Without prejudice to any other remedy, the Seller shall have a general lien on all Work in its possession belonging to the Buyer for any unpaid debts. Upon 14 days’ notice to the Buyer the Seller shall be at liberty to sell any Work as the Buyer’s agent and absolutely and shall deduct their reasonable charges for doing so from any proceeds of sale and account to the Buyer for the balance. Any monies from such sale shall first be applied against the outstanding indebtedness, with any excess to be returned to Buyer. This lien gives the Seller a means of recovering payments that are due and yet outstanding, offering at the same time a clear procedure for dealing with unsatisfied debts.
13.Legal Matters
13.1. Rejection of Work
The Client shall be entitled to reject any Work, which, in its considered view, is liable to create legal precedents.
This extends to work that could be seen as harmful, damaging, or detrimental. This shall include but not be limited to Work that may be judged unlawful, defamatory, or in breach of Intellectual Property Rights.
13.2. Indemnity
The Buyer shall indemnify, defend, and hold the Seller harmless from and against all Liabilities, including claims, costs, losses, and expenses arising out of Work that shall contain defamatory or otherwise unlawful material or which in any way infringe upon the intellectual property or proprietary rights of a third party. The Buyer will, where permissible by applicable law, include in it the whole of associated costs on a full indemnity basis and absolve the Seller of any pecuniary liability in regard to the aforesaid claims.
14.Force Majeure
The Seller shall not be liable to the Buyer for any damage, cost, claim, or loss, direct or indirect, suffered by the Buyer arising/caused on account of the inability of the Seller to perform its obligations hereunder, in conditions/circumstances beyond the reasonable control of the Seller. Such circumstances will also count but not be limited to the following acts: war, civil disturbances, natural disasters like storms or fire, embargoes, accidents, acts of terrorism, acts of government or people, actions of industrial type like lockout or strike, computer systems, supply chain failure, shortage of raw material or energy, or any other act of force majeure beyond the control of the Seller.
15.Rights of Third Parties
The Buyer hereby acknowledges and agrees that the terms and conditions herein do not, under United States law, confer any rights or benefits to third parties. Nevertheless, the provisions herein will not prejudice any third-party rights or remedies obtainable independently of those provisions.
16.Jurisdiction
This website contract will be interpreted and maintained according to the laws of the United States. Disputes relating to or arising from this agreement will be resolved within the non-exclusive jurisdiction of the courts of the United States. This clause would mean that although the contract would be subject to U.S. law, the disputes could be taken by the parties to the U.S. courts.
17.Estimating Services
17.1. Specification and Communication
The Buyer, regarding the Work, shall issue specifications of requirements in written form, clear and comprehensive, to the Seller. Relatively, the Buyer shall also undertake that it shall give full and relevant responses, to the like queries from the Seller, regarding such specifications or associated requirements, so that service delivery is accurate and effective.
17.2. Intellectual Property Rights
All such intellectually perceived property produced by the Seller while carrying out this contract/agreement shall vest solely in the Buyer. The Seller shall, however, be entitled to retain copies of such intellectual property for the purposes of further design development and marketing or otherwise, always with full regard to the rights of ownership of the Buyer.
17.3. Liability for Unspecified Requirements
The Seller shall not be liable for any such loss or extra expense resulting from requirements not clearly stated in the original Buyer’s specification or on the drawings if the same are furnished. It shall be the Buyer’s responsibility to clearly state and make requirements accurate so as not to allow for what may be, in fact, an innocent oversight
18.Defense data
18.1. Delivery and Indemnification
The buyer represents and warrants that it is entitled to disclose all personal information in the materials that the seller provides and delivers to the buyer under this agreement. The buyer shall indemnify the seller against any costs, claims, or expenses of whatsoever nature in relation to any expected or actual breach of the aforesaid warranty or in relation to a breach of data protection laws, including but not limited to a breach of any subject access request or other similar request made to the buyer by a third party, and any consequences which might arise from such breach.
18.2. Data Storage and Erasure
To the extent and as long as, during the execution of the contract for the Buying Party, personal data are stored at the request and in connection with the Seller Party, this typically is deleted at the end of the contract. This, therefore, is evidence that the personal data will be handled in a manner responsible and as per data protection regulations.