IGS General Terms & Conditions

 

  1. CONTRACT FORMATION:
    1.1. The following are the IGS General Terms and Conditions (hereinafter “Conditions”) under which IGS (hereinafter “IGS/Seller/Contractor/Supplier/any other terms, as the context may imply”) provides goods and/or services to you, our valued customer (hereinafter “Customer/Buyer/any other terms, as the context may imply”) under any agreement/contract/purchase order and/or any other documents of like nature. These Conditions shall also apply to every change order.
    1.2. IGS’ performance is expressly conditioned on the Buyer’s acceptance of these Conditions, and Customer agrees to be bound hereby.
    1.3. Subject to and in accordance with these Conditions, Seller agrees to sell, and Buyer agrees to buy the services and/or goods described on the face of this acknowledgment, any agreement/contract/purchase order and/or any other binding documents.
    1.4. This acknowledgment represented by these Conditions and the attachments hereto shall constitute the final, complete, and exclusive expression of the terms of any agreement between Buyer and Seller concerning the services and/or goods.
    1.5. The effectiveness of the agreement represented by these Conditions is expressly conditioned upon Buyer’s signing and delivering the acceptance copy of these Conditions to Seller, or Buyer providing access to Seller’s crews to render subject services and/or Buyer’s acceptance of subject goods, or payment therefore by Buyer, whichever shall first occur.
    1.6. Any different or additional terms and conditions heretofore communicated by Buyer to Seller, whether by writing or orally, shall not form a part of these Conditions and shall be deemed superseded by the terms hereof. Any different or additional terms and conditions hereafter communicated between Buyer and Seller shall form a part of these Conditions only if expressly agreed to in writing signed by an authorized representative of Seller.
  2. PRICE: Seller’s prices are subject to change without notice. Orders are accepted when personnel and materials are available to perform subject services and/or when subject goods are available for shipment and/or when the Buyer’s order of the services and/or goods is expressly confirmed by the Seller. Orders are accepted at prices in effect at the time of performance of the services sold hereunder or at the time of shipment of the goods sold hereunder. Payment is in US dollars or Euros to a bank account designated by Seller unless agreed otherwise in writing. Unless provided otherwise in writing in the Seller’s proposal, all payments shall be made to the Seller within 30 days after submission of the invoice. For avoidance of doubt, payment terms per Seller’s proposal shall preside.
  3. CHANGES:
    3.1. If the Buyer desires to add services and/or goods, Buyer shall issue to Seller a change order in written form, and mutual agreement shall be sought prior to execution of the work. Seller has the right to an equitable adjustment in compensation, schedule, or both, as a result of any change order initiated by Buyer. If the contract is performed on a lump sum basis, compensation for the changes from the change order shall be on a time and material basis according to the IGS standard rates. For contracts performed on a time and material basis, estimated pricing is based on the compiled best available information provided by the Buyer and described in the Summary of Work and according to the schedule described in the IGS proposal.
    3.2. Billing will be for actual work approved by Buyer and completed by IGS.
    3.3. Seller may request a change order if a direction or instruction from the Buyer constitutes a change, supplement, or modification to the agreed provision of services and/or goods, or if a default by Buyer has caused Seller to perform additional work such as engineering re-design. In this event, Seller will document the change order request in writing with an explanation of the reason such occurrence should entitle Seller to a change order, and mutual agreement shall be sought prior to the work subject to the change order being executed.
  4. TITLE OF GOODS:
    4.1. Title to the goods shall pass to Buyer upon delivery thereof to the carrier. Delivery of goods to the carrier shall constitute delivery thereof to Buyer, and thereafter such goods shall be at Buyer’s risk. Any claim by Buyer against Seller for shortage or damage occurring prior to such delivery must be made within five days after receipt of shipment and accompanied by the original transportation bill signed by the carrier noting that the carrier received goods from Seller in the condition claimed.
    4.2. The equipment and materials used by Seller for the provision of services remain the property of Seller, except for the goods expressly passed to Buyer.
  5. TAXES AND OTHER CHARGES: Seller’s prices are exclusive of any federal, state, or other taxes or assessments arising in connection with the sale of goods and/or services including, but not limited to, excise and value-added taxes. Any such applicable taxes shall be additional to the quoted price and for Buyer’s separate account, whether such change is noted in this acknowledgment or invoiced separately.
  6. EXCUSABLE DELAYS: Seller shall not be liable for any delay in, or failure to make, deliveries hereunder, or for any delay in, or failure to provide, services hereunder, where such delay is due to or acts of any government authority, restraints affecting shipping or credit, labor disturbances, acts of God, or causes beyond Seller’s reasonable control.
  7. WARRANTY: If expressly stated in any written contract or other binding document issued by the Seller (e.g., order confirmation, Seller proposal), the Seller warrants that all work performed, procedures followed, and goods furnished or sold by Seller hereunder shall conform to the specifications (if any), these Conditions, and any attachments hereto. The Seller shall also specify the length of the warranty and services and/or goods included therein. For avoidance of doubt, Seller’s warranty shall be as per Seller’s proposal.
  8. DISCLAIMER OF WARRANTIES:
    8.1. IF NOT EXPRESSLY STATED, SELLER MAKES NO OTHER WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
    8.2. SELLER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO BUYER OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH/ON BEHALF OF BUYER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM THE BREACH OF THIS WARRANTY.
  9. REMEDIES:
    9.1. The entire extent of Seller’s liability to Buyer or any other person or entity claiming through Buyer, for any breach of these Conditions or for damages arising from the performance of services or the use of goods sold hereunder, shall be limited as follows:a) No claim of any kind or for any type of damages shall be greater in amount than the Contract Value of the services or goods in respect of which such damages are claimed. Contract Value means the aggregate or total price of the goods and/or services as specified in any form, purchase order, proposal, contract, agreement, or other documents (as the case may be).
    9.2. Any and all claims of Buyer arising out of these Conditions must be made promptly in writing to the Seller and in no event later than 30 days after performance of the services or receipt of shipment of goods.
    9.3. The relationship between the Buyer and Seller is that of independent contractors and entrepreneurs, and nothing contained in these Conditions, any agreement/contract/purchase order, and/or any other binding documents, shall be construed to form a different relationship than an independent business relationship of equal contractual parties.
    9.4. Title to Seller’s tools, equipment, unused material, and consumables shall remain with the Seller after completion of services.
  10. CANCELLATION: Buyer may cancel an order for services only upon paying the Seller:
    a) Not less than the greater of 30% of the full Contract Value for the services or cost incurred plus 25% of the Contract Value.Seller reserves the sole right to decide whether purchased goods may be returned for credit. In the event that Buyer is given such a right, there will be a nominal restocking charge at 25% of specified Time & Material rates, and the goods must be returned with freight charges prepaid. Buyer shall not return goods to Seller until it has received written shipping instructions from Seller.
  11. ACCELERATION: If Buyer shall fail to pay any amount due under these Conditions or any other contract with Seller or any other invoice or acknowledgment issued by Seller, then at the option of Seller, the payment of any sum specified hereunder shall become due and payable immediately, notwithstanding that any or all of the services have not been performed or that delivery of any or all of the goods has not yet been tendered by Seller.
  12. INTELLECTUAL PROPERTY RIGHTS:
    12.1. Buyer shall indemnify, defend, and hold Seller harmless from infringement of any and all third-party rights in any patents, trade secrets, and other proprietary information, where such arises from the design, manufacture, sale, or use of any goods produced in accordance with specifications (in any form) furnished by Buyer. Furthermore, Buyer shall be solely responsible for all consequential, incidental, and special damages arising out of such infringement of third-party proprietary rights.
    12.2. All pre-existing Intellectual Property rights of the Seller, including but not limited to any materials, tools, equipment, engineering designs, material chemistry, methods, proprietary interest in any drawings, specifications, or other technical information, shall remain the exclusive property of Seller. No rights to any of Seller’s pre-existing intellectual properties shall vest in the Buyer in any manner.
  13. CONFIDENTIALITY:
    13.1. Any drawings, specifications, data, formulas, processes, software programs, software code, computer systems, proprietary information (including related know-how), or other sensitive technical, financial, or commercial information from Seller, in addition to any information identified as confidential either orally or in writing by Seller (collectively referred to as the “Confidential Information”), may only be used in connection with the provided services hereunder and shall be held in the strictest confidence.
    13.2. Buyer shall not use Confidential Information for the benefit of Buyer or any third-party without the prior express written approval of Seller, which may be withheld in Seller’s sole discretion. Buyer shall not disclose any portion of Seller’s Confidential Information to anyone except its employees, consultants, or agents having a need to know, after subjecting them to these Conditions of confidentiality. Buyer shall be responsible for any acts or omissions of its employees, consultants, or agents.
    13.3. Buyer shall not photograph any machines or take samples of the materials used by Seller in connection with performing the services hereunder. Buyer shall take such action as may be necessary to assure compliance herewith by its employees and others who may through Buyer receive Confidential Information or have access to the work. In addition, Buyer shall, at Seller’s request, maintain such machines and all other tools and all materials in a secure place at all times with access confined to Seller or its representatives.
    13.4. Confidential information shall not include: (i) information which is in the public domain; (ii) information which was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) information properly obtained hereafter from a source who is not under an obligation of confidentiality in respect of such information; or (iv) information which is independently developed by the other party.
  14.  NONSOLICITATION OF EMPLOYEES: Buyer acknowledges that Seller’s representatives and employees represent a significant investment in recruitment and training by Seller, the loss of which could be detrimental to Seller’s current and future business. In consideration of the foregoing, Buyer agrees that for the term of this contract and for a period of two years after its termination, Buyer will not recruit or hire or assist any third party to recruit or hire any person who is or shall have been an employee, agent of, or consultant to Seller at any time during the term of this contract.
  15. EXCLUSIVITY: During the term of this contract, Buyer will not engage another firm to supply the goods or services provided for under this contract, unless Seller affirms that it does not have the necessary capabilities, cannot perform in a reasonable time, or does not have the capacity to deliver such goods or services. Buyer also acknowledges that any breach of sections 13, 14, or 15 would cause irreparable damage and that Seller shall have the right to obtain, in addition to all other remedies, such injunctive and other equitable relief from a Court of competent jurisdiction to prevent or correct a violation of these Conditions.
  16. MODIFICATIONS AND WAIVER: No modification of this contract shall be binding unless in writing and signed by Seller. Any waiver of any provision of this contract shall be in writing and signed by an authorized representative of Seller, and no waiver of a breach of any provision or of any default shall be deemed a waiver of any other provision, breach, or default in respect of this contract, or a waiver of future compliance with the provision breached or waived.
  17. HEADINGS: The headings in these Conditions are for convenience only and shall not control or affect the meaning, interpretation, or construction of any of the provisions contained herein.
  18. SEVERABILITY: Each of the provisions of these Conditions is severable. If any provision, or its application to any person or circumstance, shall be held invalid or unenforceable in whole or in part, for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other portions or provisions of these Conditions or the application thereof, and a clause which most nearly reflects the intent of the parties as indicated by such unenforceable provision shall be substituted.
  19. CONTROLLING LAW: These Conditions and any modification hereof shall be deemed to be formed under and shall be governed by, and construed and enforced in accordance with, the laws of the country; state; or the laws of the US state or the US county where the IGS legal entity which is acting as the Seller is situated and/or as specified by Seller in any agreement/contract/purchase order and/or any other documents of like nature.
  20. LIABILITY AND INSURANCE: IN NO EVENT SHALL SELLER BE LIABLE TO BUYER, OR EMPLOYEES, AGENTS, AFFILIATES, AND ASSOCIATES OF BUYER, OR ANY THIRD PARTY UNDER ANY AGREEMENT/CONTRACT/PURCHASE ORDER AND/OR ANY BINDING DOCUMENT, FOR:A. ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF BUSINESS OR PROFIT, DAMAGES OR LOSSES IN THE NATURE OF INCREASED PROJECT COSTS, LOST PRODUCTION, OR CLAIMS OF CUSTOMERS OF THE BUYER;
    B. LOSSES OF OR DAMAGE TO PROPERTY OR INJURY TO PERSONS (INCLUDING DEATH) COVERED BY BUYER’S OR OTHER INSURANCE, OCCASIONED BY OR RESULTING IN CONNECTION WITH PERFORMANCE OF THE WORK UNDER THIS AGREEMENT.THE TOTAL LIABILITY (IN THE AGGREGATE) OF THE SELLER TO THE BUYER FOR ANY CLAIMS, LOSSES, COSTS, PENALTIES, REIMBURSEMENTS, INDEMNITY, OR DAMAGES HOWSOEVER ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATED TO ANY PURCHASE ORDER, CONTRACT, AGREEMENT, AND/OR ANY BINDING DOCUMENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, PROFESSIONAL ERRORS AND OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY, SHALL BE CAPPED AT THE CONTRACT VALUE.
  21. PAST DUE ACCOUNT: Buyer will pay to Seller interest at the rate of 0.1% per day on any past due payments from the last day on which payment is due to the date of payment. If no payment term is stated, payment is due upon completion of services (i.e., net 0 days).
  22. PARTY CLARIFICATION: Described services and/or goods will be provided by Seller directly for the Buyer.