Unless otherwise specifically provided by a separate written agreement between S. & D. Coffee, Inc. d/b/a Prestige Technical Services (“Prestige”) and the person, firm or company to whom this invoice is addressed (“Customer”), these Prestige General Terms and Conditions constitute the entire agreement between the parties relating to the subject matter hereof (these “T’s & C’s”).
1. Equipment Services. Prestige, or its authorized agent, will perform equipment service for Customer (“Services”). Such Services may include, but are not limited to, site surveys, equipment refurbishment, repair services, installation, preventative maintenance, pick-ups, disposals, and warehousing.
2. Technicians & Insurance. Generally all Services will be performed by a Prestige technician. Prestige reserves the right to utilize certified subcontractors in its provision of the Services. Prestige will maintain Commercial General Liability insurance with a minimum of $1,000,000 per occurrence and Workers’ Compensation insurance in such amounts as required by law. Upon request from Customer, Prestige shall provide Customer with certificates of insurance evidencing the coverages in this section.
3. Payment. Customer shall pay Prestige’s invoice in accordance with the terms stated on the invoice. Customer agrees to pay Prestige interest on any amounts not paid when due at the lesser of 1.5% per month or the maximum rate allowed by law. In the event Customer’s account becomes past due, Customer also agrees to pay any costs of collection, including attorneys’ fees, associated with Prestige’s efforts to collect monies owed.
4. Manufacturer Warranties. Prestige will use its best efforts to determine possible warranty coverage when dispatching repair requests. If appropriate, Prestige will bill the original equipment manufacturer (“OEM”) directly for all warranty repair work performed at the Customer’s location(s). Any work not covered by the OEM will be billed to Customer.
5. Limited Warranties and Remedies. Prestige warrants that the Services will be performed in accordance with the terms of these T’s & C’s, in a workmanlike manner and in material compliance with all applicable laws. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY OTHER WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF EITHER MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The employees and subcontractors of Prestige are not authorized to make modifications to this warranty or to make additional warranties that are binding on Prestige.
Accordingly, statements by such individuals, whether oral or written, do not constitute warranties and should not be relied upon. THE CUSTOMER’S REMEDY AGAINST PRESTIGE FOR THE BREACH OF THE FOREGOING WARRANTY SHALL BE LIMITED, AT PRESTIGE’S SOLE OPTION, TO REPLACEMENT SERVICES OR A REFUND OF AMOUNTS PAID HEREUNDER. IN NO EVENT SHALL PRESTIGE BE LIABLE FOR ANY OTHER DAMAGE OR LOSS, INCLUDING, BUT NOT LIMITED TO INCIDENTAL AND CONSEQUENTIAL DAMAGES, SUCH AS LOST PROFITS, LOST SALES, LOSS OF USE OF EQUIPMENT, CLAIMS OF CUSTOMERS (EXCEPT AS PROVIDED IN SECTION 8 BELOW), COST OF CAPITAL, COST OF DOWN TIME OR COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES.
6. Indemnification. Each party shall indemnify, defend, and hold the other party harmless from all claims, loss, damage or injury of any kind or character (including reasonable attorneys’ fees and costs of defense) to any person or property arising from the performance of all terms and responsibilities under these T’s & C’s by the indemnifying party, its agent or employees, or caused by or arising from any act or omission of the indemnifying party, its agents or its employees.
7. Relationship of the Parties. Customer and Prestige agree that they are independent contractors and that nothing in these T’s & C’s is intended to make either of them a general or special agent, joint venturer or partner of the other for any purpose. Neither party shall make any express or implied agreements, warranties, guarantees or representations in the name or on behalf of the other or represent that their relationship is other than that of independent contractors.
8. Governing Law. These T’s & C’s shall be construed in accordance with the laws of the State of North Carolina, without regard to its rules on conflicts of law.