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Terms of service
- FORM AND INTERPRETATION. Definitions. Capitalized terms are defined in the document entitled Master Agreement, and Customer acknowledges that it has reviewed the Master Agreement
and agrees to the terms contained therein and hereby incorporated herein as part of the Agreement. Recurring Words. As used in this Agreement, (a) the word “or” is not exclusive, (b) “including”
is always without limitation, and days refers to calendar days, (c) all monetary amounts are in United States dollars. Services. UndergroundPrecision will pay for free pickup/shipping to UndergroundPrecision of any broken
transmitter. Once UndergroundPrecision determines if the broken transmitter can be repaired, Customer may purchase the repaired transmitter immediately (subject to availability) or at a later date. Customer is not
charged for storage and will only be charged once Customer wishes to purchase a repaired transmitter. UndergroundPrecision will not return a broken transmitter because repairs are started upon receipt. However,
UndergroundPrecision will offer Customer a repaired transmitter for purchase. If Customer wants its original Equipment repaired instead of replaced, Customer must notify UndergroundPrecision in writing of Customer’s intent to retain
the original Equipment prior to UndergroundPrecision performing Services. For those Customers that want their original broken Transmitter (“OBT”) repaired, Customer acknowledges that UndergroundPrecision will incur inspection
and repair costs to determine if it can be fixed. If the OBT cannot be fixed, Customer will be charged the cost of the repaired replacement Transmitter but shall not be charged for any repair costs
incurred by UndergroundPrecision while attempting to repair the OBT. Customer acknowledges that repair of OBT may take 6 to 8 weeks to complete. Shipping from UndergroundPrecision to Customer of Repaired Equipment must be
paid by Customer. In UndergroundPrecision’s discretion, UndergroundPrecision may provide Customer with a partial credit /refund a deposit payment in exchange for the transfer of ownership of Customer’s OBT to UndergroundPrecision. Conflict of
Terms. In the event of any conflict between these terms, the PO and the Master Agreement, the Master Agreement governs and controls. Shipments to Customer by UndergroundPrecision are made per the
Agreement. Errors. UndergroundPrecision reserves the right to withdraw/cancel an Order prior to delivery/providing Services if the cost to complete the Services varies from initial pricing due to a typographical,
clerical or mathematical error.
2. PAYMENT TERMS. Payment is due by Customer prior to delivery of the Services. If UndergroundPrecision agrees to extend payment until delivery of the Services, payment shall be due immediately upon receipt
of the Services. All prices quoted by UndergroundPrecision are subject to the addition of additional taxes, charges and/or applicable fees, such as the applicable sales, use, excise or other taxes, import duties,
freight, insurance, packing charges, shipping charges, documentation charges, customs charges, or similar Costs or charges. Any quotation price issued by UndergroundPrecision for Services remains in effect for
thirty (30) days from the date the quotation is issued. All payments shall be made in U.S. currency to UndergroundPrecision at its offices. The payment amount of any invoice issued by UndergroundPrecision shall be deemed
complete and accurate unless Customer notifies UndergroundPrecision in writing no later than 3 business days from the date of the Invoice that Customer disputes the validity of the Invoice.
3. SHIPPING. UndergroundPrecision provides Services to Customer F.O.B. Customer’s shipping point. The quoted prices are based on this method of shipping. Shipping, handling and insurance charges will be
added to all Invoices as a separate line item on the Invoice. Minimum of $10.00 per Order handling charge applied to all shipments. By shipping F.O.B., the risk of loss passes to Customer upon
delivery to or pickup by the freight carrier. UndergroundPrecision reserves a Purchase Money Security Interest in the Services until payment is received. Customer agrees to allow UndergroundPrecision to sign and execute required
documents on Customer’s behalf to permit UndergroundPrecision to protect its Purchase Money Security Interest. Customer consents to the application of Florida’s mechanics lien law with regard to possessory liens
on any Equipment and shall allow UndergroundPrecision to take whatever steps necessary to protect and enforce its lien interest on Customer’s Equipment for unpaid Services. Claims for loss or damage after
delivery to or pickup by the freight carrier shall be filed with the carrier. Quoted delivery dates are approximate and are subject to revision by UndergroundPrecision. UndergroundPrecision disclaims all liability arising out of/relating to
direct, indirect or consequential damages resulting from delayed shipment or delivery to Customer. UndergroundPrecision shall not ship partial Orders unless agreed to in advance by the parties in writing.
4. INSPECTION AND REJECTION. Customer shall inspect all deliveries as well as test and evaluate the Services provided by UndergroundPrecision within 24 hours of delivery. Customer shall be responsible for
testing all Transmitters and locating equipment prior to their installation and use by the Customer. Such testing by Customer shall be performed above ground to make sure that the Transmitters and
locating equipment produce correct data prior to their installation and use. Customer agrees it shall notify UndergroundPrecision in writing of any defect, damage, error, shortage or deficiency (“Claim”) in the Services
provided within three (3) business days from the date of the delivery. Failure of Customer to notify UndergroundPrecision of the Claim shall result in an absolute and unconditional waiver of any Claim, damage, or
action Customer may have arising out of or relating to the Claim and result in Customer’s acceptance of the Services. Claims properly submitted shall be governed by the Product Return
Procedure/Limited Warranty provisions contained in the Contract Documents.
5. PRODUCT RETURN PROCEDURE. Subject to the terms of this Agreement all sales are final. Customer agrees that if it is making a Claim under the Limited Warranty provisions, it shall call or email
UndergroundPrecision’s Customer Service Department and obtain a Return Merchandise Authorization (“RMA”) number before the expiration of the Limited Warranty period for the product. No Service or
Equipment will be accepted for return without a valid RMA clearly noted on the outside of the shipment. The Limited Warranty period commences on the date of delivery of the product to
Customer or its consignee. RMA numbers are valid for fifteen (15) days, within which returned products must be received by UndergroundPrecision. RMA numbers will not be extended or reissued. PLEASE NOTE
THAT IF A CUSTOMER CALLS FOR AN RMA NUMBER AND NEEDS TO LEAVE A MESSAGE FOR THE REPAIR DEPARTMENT, THEY MUST FOLLOW UP THE TELEPHONE CALL WITH
EITHER AN E-MAIL OR U.S. MAIL REQUEST FOR AN RMA NUMBER. IN THE EVENT UndergroundPrecision DOES NOT RECEIVE AN RMA REQUEST UNTIL AFTER THE LIMITED WARRANTY PERIOD, UndergroundPrecision
WILL BE UNDER NO OBLIGATION TO REPAIR OR REPLACE ANY PRODUCT. Customer shall pay for return shipping unless UndergroundPrecision has expressly authorized Customer in writing to ship such
Equipment to UndergroundPrecision at UndergroundPrecision's expense. Any Equipment returns authorized by UndergroundPrecision are subject to UndergroundPrecision's standard restocking charge of 15% of the item price. Used Equipment, special Orders or
specially-fabricated materials may not be returned. Customer shall bear all shipping charges and the risk of loss for the returned products during shipment. Customer shall use reputable shipping
companies and provide for delivery confirmation and insurance on all returned shipments. The Limited Warranty and applicable disclaimers and exclusions are contained in the Master Agreement,
and Customer acknowledges that it has read and agreed to the terms contained therein. Customer agrees to pay for return shipping. Upon repair or replacement of the defective item, it will be
shipped by UndergroundPrecision by ground shipping or other form of standard delivery back to Customer, subject to the terms of this Agreement.
6. CANCELLATION OF ORDER. Prior to delivery of the Services, Customer may cancel its Order for Services covered by this Agreement, provided that (a) UndergroundPrecision is given reasonable advance
written notice of such cancellation and (b) UndergroundPrecision is paid cancellation charges which include all costs/expenses already incurred or commitments made by UndergroundPrecision in connection with the processing,
purchasing, handling and fabrication of the Services/Equipment, and a reasonable profit thereon, plus any losses/damages from cancellation. UndergroundPrecision's determination of the charges shall be conclusive.
7. OPERATION AND MAINTENANCE. Customer is solely liable for the operation and maintenance of all Services and Equipment once delivered to Customer. Customer acknowledges that locating
equipment and Transmitters are sensitive Equipment that must be properly maintained to perform accurately. Customer shall not attempt to disassemble any lithium batteries or NiCad battery
product sold by UndergroundPrecision. Disassembly of any Equipment sold by UndergroundPrecision by Customer is unauthorized and may carry the risk of electric shock, exposure to hazardous chemicals and similar dangers
(“Dangers”). UndergroundPrecision disclaims all liability with respect to these Dangers. Customer agrees that it will not modify, repair, alter or disassemble any Equipment sold by UndergroundPrecision. Customer shall avoid
operating any battery under adverse ambient conditions. Adverse ambient conditions include ambient temperatures above 50°C; exposure to combustible gases, solvents, vapors, and dust; relative
air humidity above 80%; and wet conditions. If Customer has reason to believe that hazard-free operation is no longer possible, the battery(ies) must be taken out of service immediately and secured
against inadvertent use. Customer cannot assume hazard-free operation if the device no longer appears to function, has visible damage, or was stored under unfavorable conditions.
8. CONFIDENTIALITY. The Parties agree to maintain the terms of this Agreement in the strictest confidence and shall not disclose such terms to 3rd parties except: in the context of the attorneyclient
relationship; as necessary to enforce the Agreement; upon request of a taxing authority; to a party’s tax advisors for purposes of compliance with tax laws; and/or pursuant to court order.
9. INDEMNIFICATION. Customer shall indemnify, defend and hold harmless UndergroundPrecision pursuant to the indemnification provision contained in Section 10 of the Master Agreement. LIMITATION OF
LIABILITY. UndergroundPrecision’S TOTAL LIABILITY TO CUSTOMER FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE GREATER OF $1,000 OR THE AMOUNT
PAID BY CUSTOMER FOR EQUIPMENT OR SERVICES THAT CAUSED SUCH DAMAGE, UNLESS SUCH DAMAGE WAS CAUSED BY UndergroundPrecision WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE. WAIVERS. UndergroundPrecision is not liable for any indirect, special, incidental or consequential damages or for any damages for loss of information, profit, revenue or use or delay damages based
upon any Claim by Customer for breach of warranty/contract, negligence/strict liability or any other legal theory. UndergroundPrecision’s liability shall not exceed the amount Customer has paid UndergroundPrecision for the
Services/Equipment.
10. FORCE MAJEURE. UndergroundPrecision shall not be liable for any delay or failure in performance due to Acts of God, tropical storms, wind storms, earthquakes, hurricanes, unavailability of supplies,
transportation difficulties, labor disputes, fire, epidemics, riots, war, and similar occurrences beyond its control. Performance times, to the extent applicable, under this Agreement shall be extended
for a period of time equivalent to the time lost because of a delay which is excusable under this provision.
11. MISCELLANEOUS. Time. Time is of the essence for all purposes of this Agreement unless expressly provided to the contrary. Waiver of Jury Trial. EACH PARTY AGREES THAT AS A
MATERIAL PART OF THE CONSIDERATION HEREUNDER AND AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT, EACH PARTY HEREBY WAIVES THE RIGHT TO A JURY
TRIAL. Complete Agreement. This Order/Agreement incorporates by reference the terms of the document entitled Master Agreement. The Order along with the Master Agreement constitute the
Contract Documents and the entire understanding and agreement among the parties hereto and supersedes any prior understandings, whether written or oral, with respect to the subject matter
hereof, and there are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth herein or herein provided for. No modification, written or
verbal, shall be binding upon either party unless agreed to in writing signed by both parties. Each provision of this Agreement is severable from every other provision, and if any provision is
unenforceable, the remainder of the Agreement will remain valid and enforceable. Each provision of the Agreement shall be construed as if both parties mutually drafted this Agreement.
Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement and a valid, legal, and enforceable provision shall be agreed upon by the parties and become a part of the Agreement in lieu of
the invalid, illegal, or unenforceable provision or in the event a valid, legal, and unenforceable provision cannot be crafted, this Agreement shall be construed as if the invalid, illegal, or unenforceable
provision had never been contained herein. Governing Law. This Agreement shall be governed by the laws of the State of Florida, and any action arising out of/relating to this Agreement shall be
filed in the appropriate state court in Pinellas County, Florida or the United States District Court for the Middle District of Florida-Tampa Division, for a federal district court proceeding. Attorney’s
Fees. The losing party in any legal/equitable action arising out of/relating to this Agreement including appellate and/or bankruptcy proceedings shall reimburse the prevailing party on demand for all
attorney’s fees, Costs and expenses incurred by the prevailing party in connection with the action.