Terms and Conditions
AUTHORIZATION TO PROCEED. These terms and conditions shall govern the provision of the Services between PixlVision and Customer as further set forth in the estimate (hereafter referred to as “Agreement”). PixlVision’s performance hereunder is expressly made conditional on Customer’s assent to the terms of this Agreement and the provision of Services by PixlVision will be deemed to be Customer’s consent to this Agreement.
EXTENT OF AGREEMENT. This Agreement constitute the sole, entire, and exclusive agreement between Customer and PixlVision in this transaction and supersede all prior discussions, negotiations, representations, and agreements. PixlVision objects to and will not be bound by any additional, different, or inconsistent terms provided by Customer. No conditions, understandings, or agreements purporting to modify or vary the terms hereof will be binding unless hereafter made in writing. The writing must specifically state it is a modification of or amendment to this Agreement and it is signed by an authorized representative of each party.
PAYMENT. The Customer shall pay PixlVision in accordance with the most recent rate schedule provided by PixlVision to Customer. All undisputed invoices shall be paid by Customer within thirty (30) days of receipt of invoice. The Customer shall notify PixlVision in writing within seven (7) days receipt of invoice if it disputes any portion thereof. Amounts not so disputed shall be deemed accepted and shall be paid in accordance the terms of this Agreement. If PixlVision’s invoice is not paid within thirty (30) days, interest shall accrue on any overdue amounts at a rate of 1% per month, (12%) per year.
COST ESTIMATES. If PixlVision provides an estimate of probable costs the Customer hereby acknowledges that such estimate is based on PixlVision’s standard rate schedule and actual costs are subject to change depending on the nature or severity of repairs.
SHIPPING COSTS. Unless otherwise agreed in writing by PixlVision, Customer will be responsible for and shall pay all delivery, freight and rigging charges, all taxes and duties, and all other shipping costs and expenses with respect to the delivery or return of any equipment in connection with the Services hereunder.
DISPUTES. Any dispute arising under this Agreement shall first be resolved by taking the following steps. A successive step shall be taken if the issue is not resolved at the preceding step: 1) by the technical and contractual personnel for each Party, 2) by executive management of each Party, 3) through the court system in the State of Georgia.
STANDARD OF CARE. PixlVision shall perform its services in a manner consistent with the standard of care and skill ordinarily exercised by professionals in the same or similar field practicing under similar conditions. This Agreement neither makes nor intends a warranty or guarantee, express or implied.
WARRANTY. Except as expressly set forth herein, the Services provided by PixlVision under this Agreement are furnished as is without warranty of any kind either express or implied, including but not limited to those related to accuracy, durability, warranties of merchantability or fitness for a particular purpose.
INDEMNITY. Notwithstanding any other provision of this Agreement, the Customer agrees to indemnify, defend and hold harmless PixlVision, its officers, directors and employees (collectively “PixlVision”) against all damages, liabilities or costs including reasonable legal fees and defense costs arising out of or in any way connected with the performance of the Services under this Agreement, excepting those damages, liabilities or costs attributable to the sole negligence or willful misconduct of PixlVision.
CONSEQUENTIAL DAMAGES. PixlVision shall not be liable for any incidental, indirect or consequential damages arising out of or connected in any way to the Services or this Agreement.
LIMITATION OF LIABILITY. Notwithstanding any other provision of this Agreement, the total liability of PixlVision, its officers, directors and employees, to the Customer and anyone claiming by or through the Customer, for any and all claims, losses, costs or damages from any cause in any way related to the Services or this Agreement, shall not exceed the fees paid to PixlVision. The customer agrees to bring any claims against PixlVision, not any individual employees of PixlVision.
DEFECTIVE SERVICES. The Customer shall inspect the Services on delivery and shall within seven (7) days of delivery notify PixlVision of any alleged defect, shortage in quantity, errors or omissions in Services (“Defective Services”). Customer shall afford PixlVision the opportunity to re-perform and/or to make good any such Defective Services at PixlVision’s cost and to the Customer’s reasonable satisfaction. If the Customer fails to comply with this section 10, the Services shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.
THIRD PARTY DISCLAIMER. Any Services performed in connection with this Agreement are for the sole benefit of the Customer and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
TERMINATION. This Agreement may be terminated by either party upon ten (10) days written notice to the other. In the event of termination, Customer shall pay for all charges for Services performed prior to date of termination. The limitation of liability and indemnity obligations of this Agreement shall be binding notwithstanding any termination of this Agreement.
SOLICITATION. Neither Party will, directly or indirectly, for a period of two years from the expiration date of this Agreement, solicit for employment or any other engagement the services of any person who is now employed by the other Party or any affiliate, except in the course of general recruitment efforts.
ASSIGNMENT. Neither PixlVision nor Customer shall assign its interest in this Agreement without the written consent of the other.
GOVERNING LAW. This Agreement shall be construed and governed by the law of the state of Georgia without regard to principles of conflicts of law. Any court action to enforce this Agreement, or relating to or arising out of this Agreement or the Services by PixlVision, shall be brought in a court of competent jurisdiction in the County of Cobb, state of Georgia.
