Terms and Conditions

1. This Contract shall not be binding on seller unless and until approved by an officer of AIS, Inc./AIS Graphic Services, Inc. Prices for labor are firm for thirty (30) days. Prices for shipping and/or transportation may be subject to market conditions at the time of purchase of the materials or services necessary for the project. This Contract is not cancelable except by written consent of Seller. If Seller consents to cancellation, it shall be on the following terms: (a) payment in full of the purchased price in effect on the day of cancellation for all services completed, and (b) payment in full of all material and labor costs incurred, plus handling, manufacturing, sales, engineering and administrative overhead, plus 20% overall profit on all incomplete services and work performed. Such cancellation charges to Purchaser shall not exceed the total Contract price or be less than 20% of the total Contract price. All cancellation costs shall be due and payable immediately upon Seller’s consent to cancellation.

2. This Contract constitutes the entire agreement between the parties hereto, and there are no understandings, representations or warranties of any kind, expressed, implied, statutory or otherwise (including, but without limitations, the implied warranties of merchantability and fitness for a particular purpose), not expressly set forth herein. Seller expressly warrants the merchantability and fitness for a particular purpose of the materials provided by Seller under this Contract and the work performed thereon. Seller expressly warrants that labor performed by Seller shall be done in a workmanlike manner. The warranty of merchantability and fitness for a specific purpose provided herein expressly excludes any materials not provided by Seller. The warranty of merchantability and fitness for a specific purpose provided herein is expressly limited so that Seller provides no warranties of any kind, expressed, implied, statutory or otherwise (including, but without limitations, the implied warranties of merchantability and fitness for a particular purpose) on the overall performance of the equipment. The warranty of merchantability and fitness for a specific purpose provided herein shall extend for one (1) year following the date of completion of Seller’s work under this Contract.

3. This Contract is subject to laws governing the Commonwealth of Pennsylvania, County of York. Exceptions shall be approved by both parties prior to commencing work. If the Contract is in default or dispute, AIS, Inc./AIS Graphic Services, Inc. reserves the right to collect or settle via binding arbitration governed by rules of the American Arbitration Association, the laws of Commonwealth of Pennsylvania, and/or any legal jurisdiction as deemed necessary.

4. All drawings, memoranda, ideas and information by Seller shall remain its property and shall be considered business and trade secrets, received in trust and confidence for the sole purpose of erecting and operating said specific equipment.

5. The Seller will not pay any expenses for work performed by others upon any equipment sold or installed under this contract unless prior written authorization is given by the Seller. This includes, but is not limited to, equipment manufacturers’ service representatives, other subcontractors, and the like. AIS, Inc./AIS Graphic Services, Inc. will not pay for work performed by others upon the Contract or for other repairs, unless prior written authorization is granted by AIS, Inc./AIS Graphic Services, Inc., regardless of the urgency for production requirements and the like. The Purchaser must notify AIS, Inc./AIS Graphic Services, Inc. immediately of any condition that would warrant work being performed by others and AIS, Inc./AIS Graphic Services, Inc. has the option to respond within twenty-four hours of receipt of notice.

6. Changes in, or additions to, the work shall cause Seller to be granted sufficient additional time to finish the project, which estimate of time shall be listed in the written change order. Additional equipment, materials, labor and/or services required to perform work at the request of the Purchaser, by equipment manufacturers and/or as required by but not defined in the scope of work of the Contract, will be completed and invoiced as an addendum, change of scope, change order and/or addition to the Contract and will be subject to the terms and conditions of the Contract. After notification, commencement of work constitutes acceptance of such revision.

7. In the event that Seller’s personnel arrive on site to perform work or to start-up a system as planned and are delayed or prevented from performing work, Purchaser shall be responsible for all direct and indirect costs of said delay. Delay of Contract constitutes an addition to the Contract, i.e. when AIS, Inc./AIS Graphic Services, Inc. cannot complete the work as scheduled and is delayed as the result of the Purchaser and/or others not under the supervision of AIS, Inc./AIS Graphic Services, Inc.

8. Payments are due within ten (10) days of invoice date. Payments are considered delinquent if not received by such date. Interest on delinquent balances shall be paid by the Purchaser at the highest legal rate per annum from the date of delivery until paid, such interest to be payable along with such delinquent payments. Interest in the form of a Finance Charge shall not exceed the rate of 1 1/2% per month or 18% per annum.

9. Purchaser is in default upon the happening of any one or more of the following: (a) failure to make payment when due, or (b) a change hereafter in the present financial condition, credit worthiness or financial responsibility of Purchaser materially affecting Purchaser’s ability to pay Seller or (c) a breach of Purchaser of any responsibility of Warranty.

10. Upon the happening of one or more events of default, Seller, at its option, may exercise or perform one or more of the following remedies: (a) cease fabrication, delivery, installation and performance of any other obligation under this Contract, or (b) exercise any remedy available under the laws of Pennsylvania or any law of the jurisdiction where such remedy is sought to be exercised, or (c) take possession of all equipment and work wherever located, or (d) void all warranties and refuse start-up, or (e) declare all sums owed immediately payable. All remedies exercised by seller shall be free and clear of any liability to Purchaser and the exercise of one or more of said remedies by Seller shall not eliminate or waive its right to exercise any legal or equitable remedy it my have. Any and all remedies waived AIS, Inc./AIS Graphic Services, Inc. or their authorized agent shall be free and clear of any liability to Purchaser. Exercising of remedies does not waive AIS, Inc./AIS Graphic Services, Inc.’s right to exercise any legal or equitable action deemed necessary.

11. Purchaser is responsible for notifying Seller, in writing, prior to submission of proposal of Sales Tax Exemption status. If notification is not made and sales taxation occurs, Seller reserves right to increase contract price by applicable sales tax paid. Any claim of exemption from State Sales Use Tax by Purchaser must be supported by properly prepared and executed Certificate of Exemption (Commonwealth of Pennsylvania, Department of Revenue Form REV-583 LE + (11-84)). Any claim for exemption from states other than Pennsylvania shall be supported by similar documentation.

12. Purchaser is to provide a hazardous free environment in which the Contract will be executed. Purchaser is responsible for making available to AIS, Inc./AIS Graphic Services, Inc. all Hazcom data. Purchaser is responsible for advising AIS, Inc./AIS Graphic Services, Inc. as to the whereabouts of the Hazcom data and the whereabouts of all hazardous materials within the Purchaser’s facilities. AIS, Inc./AIS Graphic Services, Inc. is not responsible for spills or contamination of the environment caused during contracted work.

13. Purchaser is responsible for both the procurement and all associated costs of all permits and licenses required to execute the Contract.

14. Purchaser is responsible for any and all expenses incurred by AIS, Inc./AIS Graphic Services, Inc. to defend and/or remedy any violation of the laws governing the scope of work defined in the Contract.

15. Purchaser is responsible for providing all information that is pertinent to the Contract.

16. The Purchaser shall be responsible to provide an adequate supply and sufficient voltages of electrical power to the immediate construction location as specified by the seller and its subcontractors for the proper operation of construction equipment (i.e. drills, welding machines, etc.) and if applicable, a construction office trailer (i.e. lighting, heat, cooling, etc.) unless otherwise specifically contracted.

17. During the Contract and for a period of twelve (12) months after termination of the Contract, Purchaser agrees not to solicit, induce or entice or attempt to solicit, induce or entice or otherwise employ any person who presently is or at any time during the term of the Contract shall be an employee of AIS, Inc. or AIS Graphic Services, Inc. Purchaser agrees and acknowledges that AIS, Inc. and AIS Graphic Services, Inc. has invested resources in recruiting, hiring and training their respective employees. Purchaser agrees and acknowledges that a breach of this section may cause irreparable harm to AIS, Inc. and/or AIS Graphic Services, Inc., and that any actions arising out of a breach of this section shall be brought in the Court of Common Pleas of York County.

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