TERMS AND CONDITIONS FOR QUOTATION:
1. Introduction
This document sets out the terms and conditions for the quotation (the "Quotation") provided by us, the service provider (the "Provider"), to you, the customer (the "Customer"). The Quotation is an offer to provide the services (the "Services") described in the Quotation at the price and within the time frame specified in the Quotation. The Quotation is valid for 30 days from the date of issue, unless otherwise stated in the Quotation.
2. Acceptance of Quotation
The Customer may accept the Quotation by signing and returning a copy of the Quotation to the Provider, or by sending a written confirmation of acceptance by email or other electronic means. The acceptance of the Quotation constitutes a binding contract between the Provider and the Customer, subject to the terms and conditions of this document. The Customer may not cancel or amend the Quotation after acceptance, unless the Provider agrees in writing.
3. Payment Terms
The Customer agrees to pay the Provider the total amount specified in the Quotation (the "Total Amount") in accordance with the payment schedule set out in the Quotation (the "Payment Schedule"). The Payment Schedule may require the Customer to pay a deposit, progress payments, or the full amount in advance, depending on the nature and scope of the Services. The Provider will issue an invoice to the Customer for each payment due under the Payment Schedule. The Customer must pay each invoice within 14 days of the date of issue, unless otherwise agreed in writing by the Provider. The Provider may charge interest on any overdue amount at the rate of 10% per annum, compounded monthly.
4. Delivery of Services
The Provider will use reasonable efforts to deliver the Services in accordance with the time frame specified in the Quotation (the "Delivery Date"). The Delivery Date is an estimate only and is subject to change due to factors beyond the Provider's control, such as delays in obtaining materials, equipment, or approvals from third parties. The Provider will notify the Customer of any anticipated or actual delays and will work with the Customer to minimize the impact of such delays. The Provider will not be liable for any loss or damage arising from any delay in delivery of the Services.
5. Quality of Services
The Provider will perform the Services with due care, skill, and diligence, in accordance with the standards of the industry and the specifications agreed with the Customer. The Provider will comply with all applicable laws, regulations, codes, and standards in delivering the Services. The Provider will rectify any defects or errors in the Services that are reported by the Customer within 30 days of the Delivery Date, at no additional cost to the Customer. The Customer must notify the Provider of any defects or errors in writing, with sufficient details and evidence to enable the Provider to identify and rectify the defects or errors
6. Warranty and Liability
The Provider warrants that the Services will be fit for the purpose for which they are intended, as specified in the Quotation. The Provider's liability for any breach of this warranty is limited to the re-performance of the Services or the refund of the Total Amount paid by the Customer, at the Provider's sole discretion. The Provider's liability for any other claim arising out of or in connection with the Quotation, the Services, or this document, whether in contract, tort, or otherwise, is limited to the Total Amount paid by the Customer. The Provider will not be liable for any indirect, consequential, special, or punitive damages, or for any loss of profit, revenue, data, or goodwill, arising out of or in connection with the Quotation, the Services, or this document.
7. Intellectual Property Rights
The Provider retains all intellectual property rights in the Services, including any materials, methods, processes, or know-how used or developed by the Provider in delivering the Services. The Provider grants the Customer a non-exclusive, non-transferable, royalty-free license to use the Services for the Customer's own internal purposes, subject to the terms and conditions of this document. The Customer must not copy, modify, distribute, or sublicense the Services, or any part thereof, without the Provider's prior written consent.
8. Confidentiality
The Provider and the Customer agree to keep confidential any information that is disclosed by one party to the other party in relation to the Quotation, the Services, or this document, and that is marked as confidential or that is reasonably understood to be confidential (the "Confidential Information"). The Confidential Information does not include any information that is publicly available, independently developed, or lawfully obtained from a third party. The Provider and the Customer agree to use the Confidential Information only for the purpose of fulfilling their obligations under this document, and to disclose the Confidential Information only to their employees, agents, or contractors who need to know the Confidential Information for that purpose. The Provider and the Customer agree to protect the Confidential Information from unauthorized use, access, or disclosure, using at least the same degree of care as they use to protect their own confidential information. The Provider and the Customer agree to return or destroy the Confidential Information upon the completion or termination of this document, or upon the request of the other party.
9. Termination
The Provider or the Customer may terminate this document by giving 30 days' written notice to the other party, if the other party breaches any material term or condition of this document and fails to cure the breach within the notice period. The Provider may also terminate this document by giving 30 days' written notice to the Customer, if the Customer fails to pay any amount due under the Payment Schedule and fails to cure the default within the notice period. Upon termination of this document, the Provider will cease to provide the Services and will invoice the Customer for any Services performed up to the date of termination. The Customer must pay the invoice within 14 days of the date of issue. The termination of this document will not affect the rights and obligations of the parties that accrued prior to the termination, or the provisions of this document that are intended to survive the termination, such as clauses 6, 7, 8, and 10.
10. General
This document constitutes the entire agreement between the Provider and the Customer with respect to the Quotation and the Services, and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written.
This document may not be amended or modified, except by a written instrument signed by both parties.
This document may not be assigned or transferred, in whole or in part, by either party, without the prior written consent of the other party.
This document will be governed by and construed
in accordance with the laws of the state of New York, without regard to its
conflict of laws principles. Any dispute arising out of or relating to this
document will be submitted to the exclusive jurisdiction of the courts of the
state of New York.