Once the Client officially agrees in writing to the attached proposal (“Proposal”), Prime Process Safety Center LLC commits to providing the outlined services (“Services”) or supplying safety testing instruments (“Instrumentation”) as per the Proposal and these Terms and Conditions, collectively forming the “Agreement”. The term “Client” or “you” refers to the entity named in the Proposal. PRIME PROCESS SAFETY CENTER LLC and the Client are each individually a “party” and together are the “parties.”
A. GENERAL PROVISIONS
1. Service Execution and Billing: All services will follow an agreed timetable, with billing per the Proposal terms. Travel expenses, including transportation, accommodation, and meals, are billed based on actual costs. Non-refundable air travel is preferred unless the Client specifies otherwise. Costs for alterations to travel dates are the Client’s responsibility. Figures exceeding Proposal fees on a Client’s purchase order are estimates for reimbursable expenses, not limits. Additional taxes will be itemized separately, and payment is due within 30 days of the invoice date.
2. Confidentiality Commitment: Both parties, including officers, agents, employees, and affiliates (“Resources”), commit to utmost confidentiality of non-public observations, data, and proprietary information. Confidential Information will not be disclosed to third parties without express written consent, unless mandated by a legal court or government agency, with prompt notification to the disclosing party.
3. Intellectual Property and Ownership: Both parties maintain exclusive rights, ownership, and interest in their respective samples, proprietary information, and Intellectual Property used in the Agreement. PRIME PROCESS SAFETY CENTER LLC may use data for research, ensuring source anonymity.
4. Liability and Indemnification: PRIME PROCESS SAFETY CENTER LLC’s liability is limited to damages from warranty breach or gross negligence/misconduct. The Client agrees to indemnify and protect PRIME PROCESS SAFETY CENTER LLC and its Resources from all claims, costs, demands, liabilities, losses, or expenses, except for issues due to warranty breach or gross misconduct. Each party indemnifies the other against claims of intellectual property infringement.
5. Financial Liability and Indirect Damages: PRIME PROCESS SAFETY CENTER LLC’s liability is legally limited to the total amount paid for Services and Instrumentation. Neither party is liable for indirect damages, such as delays or loss of profit.
6. Restrictions on Hiring Resources: Neither party will solicit or hire Resources involved in the Services or Instrumentation during and for a year after the Agreement. General solicitations not targeting the other’s Resources are allowed. Breach of this clause requires compensation equivalent to the hired Resource’s annual pay.
7. Waiver and Illegal Provisions: Failure or delay to exercise any right or privilege under this Agreement is not a waiver. If any provision is deemed illegal or unenforceable, the rest remain valid. Illegal or unenforceable provisions should be interpreted to fulfill their intended purpose as much as legally possible.
8. Dispute Resolution and Governing Law: Governed by Texas law, disputes are resolved in Harris County courts. The Client’s acceptance of the Proposal authorizes PRIME PROCESS SAFETY CENTER LLC to proceed according to this Agreement.. The Agreement can only be changed by mutual written agreement.
B. PERFORMANCE OF THE PROJECT
Testing or Consulting Services To the extent Services include the provision of testing services (“Testing Services”) or consulting services (“Consulting Services”);
1. Scope Modifications: Significant changes to the scope of Services require a fair adjustment, jointly agreed upon in a written change order or amendment before PRIME PROCESS SAFETY CENTER LLC commences the altered scope of work.
2. Testing Services and Reports: Testing is conducted in controlled lab environments using industry-standard methods. The accuracy of Reports provided by PRIME PROCESS SAFETY CENTER LLC is contingent on materials and conditions being consistent with those during testing. The Client’s use of Reports in scenarios beyond their coverage or the Client’s choice not to apply them in operations is not PRIME PROCESS SAFETY CENTER LLC’s responsibility. PRIME PROCESS SAFETY CENTER LLC retains Reports for a minimum of five years, with secure destruction following standard retention policies. If required by law, the Client must notify PRIME PROCESS SAFETY CENTER LLC if Reports need retention beyond five years.
3. Intellectual Property and Indemnity: Reports generated are the Client’s intellectual property for internal use and sharing. The Client indemnifies PRIME PROCESS SAFETY CENTER LLC against claims arising from failure to provide necessary safety data sheets, safe handling procedures, or compliance with shipping regulations, unless PRIME PROCESS SAFETY CENTER LLC’s gross negligence or wilful misconduct is the sole cause.
4. Service Warranty and Liability: PRIME PROCESS SAFETY CENTER LLC guarantees Services are conducted by qualified personnel following industry codes, standards, and procedures. Accuracy is assured under identical materials and conditions at the time of service execution. Liability for breach of this warranty is limited to re-performing non-conforming Services or refunding fees, at PRIME PROCESS SAFETY CENTER LLC’s discretion. PRIME PROCESS SAFETY CENTER LLC disclaims all other warranties, providing no express or implied warranties regarding Services, interpretation, or application of test results or Reports.
C. PAYMENT FEES AND EXPENSES
1. Payment Terms: The Client must settle all invoiced amounts within thirty (30) days from the Supplier’s invoice date, in US dollars through wire transfer, ACH, or check, as specified in the proposal or quote, with timely payment being crucial to the essence of the Agreement.
2. Late Payment Consequences: In the event of overdue payments, the Client is obligated to pay interest at a rate of 1.5% per month, compounded monthly. The Client must also reimburse the Supplier for all costs incurred in collecting overdue payments, including attorneys’ fees. The Supplier retains the right to suspend Services or Service Reports delivery if payments are not made within 30 days of written notice.
3. No Withholding of Payment: The Client is expressly prohibited from withholding payment due to any set-off related to a claim or dispute with the Supplier, regardless of issues such as breach or bankruptcy.
4. Additional Costs and Reimbursements: The Client is responsible for PRIME PROCESS SAFETY CENTER LLC’s fees, as specified in the Proposal, and must reimburse reasonable traveling and lodging expenses incurred by its employees or agents during the performance of duties, supported by receipts. Any additional costs arising from delays in the Project’s completion due to the Client’s failure to promptly provide requested information and documentation shall be borne entirely by the Client.
D. SUBCONTRACTORS
1. Subcontractor Engagement: PRIME PROCESS SAFETY CENTER LLC is authorized to involve Subcontractors with specialized expertise for Project execution. However, PRIME PROCESS SAFETY CENTER LLC must secure confidentiality agreements with these third parties, comparable to those applicable to PRIME PROCESS SAFETY CENTER LLC.
2. Transparency and Compliance: PRIME PROCESS SAFETY CENTER LLC, upon the Client’s request, will disclose the identity of Subcontractors and their specific expertise. While maintaining flexibility in subcontractor selection, PRIME PROCESS SAFETY CENTER LLC is obligated to ensure that subcontractors adhere to all relevant terms and conditions outlined in this Agreement.
E. CLIENT’S OBLIGATION
1. The Client must consistently provide PRIME PROCESS SAFETY CENTER LLC with essential information and documents in the specified format, ensuring complete cooperation for the precise and timely completion of the Project.\
2. Additionally, the Client is committed to maintaining a safe working environment for PRIME PROCESS SAFETY CENTER LLC’s employees, pledging to indemnify against any losses arising from this commitment. The Client is also required to promptly communicate pertinent facts and circumstances concerning the Project’s execution, ensuring the accuracy, completeness, and reliability of all information provided to PRIME PROCESS SAFETY CENTER LLC
F. INTELLECTUAL PROPERTY
All outcomes produced by PRIME PROCESS SAFETY CENTER LLC within the Project, encompassing reports, documents, and materials, will be owned by the Client. However, the Client’s utilization of such materials is constrained by the specifications outlined in these Terms and Conditions. PRIME PROCESS SAFETY CENTER LLC is obligated to offer reasonable assistance to enable the Client to pursue patents, copyrights, and other intellectual property rights pertaining to these outcomes.
G. CONFIDENTIALITY
1. Both parties and their respective employees must maintain the confidentiality of any Confidential Information obtained during the Project, with exceptions for information that becomes public without fault, was already known without a confidentiality obligation, lawfully acquired from a third party without restrictions, or required disclosure under applicable law or a government order.
2. The Client is forbidden, without prior written consent from PRIME PROCESS SAFETY CENTER LLC, from publishing or sharing the contents of proposals, reports, presentations, memos, or other communications by PRIME PROCESS SAFETY CENTER LLC.. Additionally, the disclosure of PRIME PROCESS SAFETY CENTER LLC’s methods and work strategies requires written permission.
3. The provisions in this Section H remain valid throughout the Contract’s term and for an additional five (5) years thereafter.
H. WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY
1. PRIME PROCESS SAFETY CENTER LLC, along with its directors, officers, employees, agents, or individuals appointed for the Project, is not liable if the Services or results provided are not entirely accurate. PRIME PROCESS SAFETY CENTER LLC explicitly disclaims any warranty, whether expressed or implied, regarding the Project’s performance and its potential infringement upon the intellectual property rights of any third party,.
2. PRIME PROCESS SAFETY CENTER LLC, its directors, officers, employees, agents, or individuals appointed for the Project, bears no responsibility for any loss, destruction, or damage incurred by the Client, its employees, or third parties resulting from the Project, unless attributed to gross negligence or willful misconduct by PRIME PROCESS SAFETY CENTER LLC. The Client agrees to indemnify and hold PRIME PROCESS SAFETY CENTER LLC harmless from such losses, claims, demands, costs, liabilities, or damages.
3. The Client is not accountable for any loss, destruction, or damage incurred by PRIME PROCESS SAFETY CENTER LLC, its employees, or third parties in relation to the Project’s performance, unless caused by gross negligence or willful misconduct by the Client or its employees, or as specifically outlined in these Terms and Conditions. PRIME PROCESS SAFETY CENTER LLC agrees to indemnify and hold the Client harmless from such losses, claims, demands, costs, liabilities, or damages.
4. In cases where one party is deemed liable to the other due to indemnity or a breach of contract, PRIME PROCESS SAFETY CENTER LLC’s aggregate liability is limited to the Project’s price. The Client acknowledges that the sole liability of PRIME PROCESS SAFETY CENTER LLC and the Client’s exclusive remedy for a breach of warranty is confined to either re-performance of the Services or a refund of fees paid for such Services, as determined by PRIME PROCESS SAFETY CENTER LLC. In any circumstance, neither party is held liable for consequential, indirect, special, incidental, or exemplary damages of any nature towards the other.
I. TERM AND TERMINATION
1. Any times or dates specified in the Contract for the provision or completion of Services by PRIME PROCESS SAFETY CENTER LLC under the Project are estimates and are not considered crucial. The parties acknowledge that the time schedule for the Project’s performance may change, and PRIME PROCESS SAFETY CENTER LLC is not liable for any delay in providing these Services.
2. Either party has the right to terminate the Contract immediately by providing written notice if the other party: (i) defaults on a material term or condition of the Contract, and the default continues for thirty (30) days after written notice; (ii) is affected by an uncontrollable Force Majeure lasting beyond three (3) months; or (iii) makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, has a receiver appointed, or has a trustee in bankruptcy or insolvency appointed.
3. If the Client issues a termination notice, the Client is obligated to compensate PRIME PROCESS SAFETY CENTER LLC for the agreed fees proportionate to the Services already provided, along with any additional costs incurred due to the early termination.
4. If unforeseen circumstances make it unreasonable for PRIME PROCESS SAFETY CENTER LLC to complete the works, PRIME PROCESS SAFETY CENTER LLC has the right to unilaterally terminate the Contract and the Project. In such a case, the Client must pay an amount equivalent to the fees for Services already performed, with the Client entitled to receive the (preliminary) results of the completed Services without deriving any rights from them.
J. NOTICES
All notices under or in connection with the Contract must be in writing and sent by mail, registered mail, or facsimile transmission to the addresses specified in the Proposal. Notice is considered received: two business days after mailing when sent by (registered) mail within the United States, on the seventh business day after mailing when sent by (registered) mail outside the United States, or on the next business day after transmission when sent by facsimile transmission.
K. Force Majeure
1. The Supplier is not liable or in breach of the Agreement for any failure or delay in fulfilling its obligations caused by acts or circumstances beyond its reasonable control, such as natural disasters, governmental actions, war, terrorism, civil unrest, labor disputes, or supply chain disruptions.
2. In the event of a continuous delay exceeding 10 Working Days due to such uncontrollable factors, the Client has the right to provide written notice to terminate the Agreement, acknowledging that the Supplier is not at fault for circumstances beyond its control.
L. Assignment.
The Client is prohibited from assigning its rights or delegating its obligations under this Agreement without obtaining prior written consent from the Supplier. Any attempt to assign or delegate in violation of this provision is considered null and void. It’s important to note that any assignment or delegation does not relieve the Client of its obligations outlined in this Agreement.
M. Relationship of the Parties.
The parties operate as independent contractors in their relationship. This Agreement does not establish an agency, partnership, joint venture, employment, or fiduciary relationship between the parties. Neither party has the authority to contract for or bind the other party in any manner.
N. Severability.
If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, it shall not impact the enforceability of other terms or provisions in this Agreement or render such term or provision invalid or unenforceable in another jurisdiction. In the event that a term or provision is found to be invalid, illegal, or unenforceable, the Parties will negotiate in good faith or the court may modify this Agreement to align with the original intent of the Parties as closely as possible, ensuring that the transactions contemplated herein are consummated as originally envisioned to the greatest extent possible.
O. Amendment and Modification. Any amendments to these Terms must be in writing, explicitly indicating that it modifies these Terms, and must be signed by an authorized representative from each party.
