1) Governing Terms: All products and services offered by ESSC Inc. are sold subject to the terms and conditions stated herein. These terms and conditions shall apply to the sale of the products and/or services described in the ESSC Inc. quotation, sales order, invoice or other contract documentation to which these terms and conditions are attached or incorporated by reference. Except as expressly agreed by an authorized representative of ESSC Inc. in writing, no other terms and conditions including any terms and conditions attached to or contained within. Buyer’s request for quotation, acknowledgement, purchase order or other contract documentation shall apply. Buyer’s acceptance of the products or services delivered by ESSC Inc. shall constitute an affirmation by Buyer that the terms and conditions set forth herein govern the purchase and sale of the goods and services. THE TERMS OF THIS CONTRACT SHALL SUPERSEDE ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS PROPOSED BY BUYER OR CONTAINED ON BUYER’S PURCHASE ORDER AND/OR DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.
2) Payment Terms: Payment for installation and/or service is COD unless previous payment terms are made with ESSC Inc. management. ESSC Inc. will accept Discover, Mastercard and Visa cards as forms of payment as well as cash and checks. If previous payment terms have been made, any and all late payments shall bear interest at 2% per month from the due date.
3) Taxes: Customer is responsible for any taxes that may be levied on any and all products or labor or upon the sale.
4) Permits: Customer is responsible for any permit fees and inspection costs.
5) Insurance: It is understood that ESSC Inc. is not an insurance company. That insurance, if any, shall be obtained by the customer.
6) Warranties: ESSC Inc. warranties labor for 90 days. All equipment unless otherwise stated will be new and all equipment will be warranted for one year.
7) Prevailing law: This contract shall be governed in accordance with the laws of Tennessee. Should any term or condition contained in the contract contravene or be invalid under applicable law, the contract shall not fail by reason thereof but shall be construed in the same manner as if such term or condition had not appeared therein.
8) Limitation of liability: In no event shall ESSC Inc. be liable for anticipated or lost profits or for special punitive direct, indirect, incidental or consequential damages. ESSC Inc.’s total liability on any claim or any kind for any loss or damages whatsoever arising out of or in connection with or resulting from this contract or from the performance or breach thereof shall in no case exceed the price allocable to the product or services or units thereof which gives the claim.
9) FORCE MAJEURE: Neither party to this contract shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond the party’s reasonable control. ESSC Inc. may terminate this contract upon written notice after determining such delay or default will reasonably prevent successful performance of this contract.
10) BREACH OF CONTRACT: Should Customer breach any of the provisions of this contract, ESSC Inc. reserves the right, in addition to other remedies, to cancel this contract upon written notice to Customer. Customer shall be liable for any and all damages suffered by ESSC Inc. as the result of Customer’s breach of contract, including but not limited to incidental and consequential damages.
11) HOLD HARMLESS: Customer shall indemnify, defend and hold harmless ESSC Inc. and its officers, employees and agents from all claims, suits or actions of any nature arising out of or related to the activities of Customer, its officers, subcontractors, agents or employees under or in connection with this contract.
12) RATES AND PRICES: The rates and prices provided under any Schedule will not be increased by Supplier during the Schedule Term. For any renewal terms, rates and prices will not be increased by Supplier more than once annually and by more than the lower of: (i) cumulative rise in CPI; (ii) the percentage increase in the rates or prices generally charged by Supplier; or (iii) 3%.
13) EFFECTIVE DATE: This contract shall not be effective or binding upon the Seller until signed by its duly authorized representative at its Head Office.
14) Certificates of Insurance: Available on request from ESSC Inc. Corporate offices.