Terms and Conditions

Terms and Conditions

AMEC-BCI STANDARD TERMS AND CONDITIONS
  1. ENTIRE AGREEMENT. Upon authorization by the CLIENT and commencement of performance hereunder, these terms and AMEC’s Proposal constitute the entire agreement between the parties concerning its subject matter. Any changes or additional conditions proposed by CLIENT are hereby rejected, unless expressly stated in this Agreement or incorporated by a change order.
  2. CHANGES. Upon receipt of notice from CLIENT of a change in the scope of the work hereunder, AMEC will promptly notify the CLIENT if there is an impact on the schedule, price or terms of the Agreement. Thereafter, an estimate of any impact on the Agreement will be prepared and submitted to the CLIENT. The parties agree to promptly negotiate and implement changes to the Agreement. CLIENT acknowledges and agrees that its use of any purchase order or other form to procure services is solely for administrative purposes and in no event shall AMEC be bound to any terms and conditions on such form regardless of reference to or signature. CLIENT shall endeavor to reference this Agreement on any purchase order (or any other form), but CLIENT’s failure to do so shall not operate to modify this Agreement.
  3. SITE INFORMATION AND ACCESS. The CLIENT shall make available to AMEC all relevant information and documents under his control regarding past, present and proposed conditions of the site. The information shall include, but not be limited to, plot plans, topographic surveys, hydrologic data and previous soil and geologic data including borings, field or laboratory tests and written reports. The CLIENT shall immediately transmit to AMEC any new information that becomes available or any change in plans. The CLIENT shall also ensure uninterrupted site access for AMEC throughout performance of this Agreement.
  4. PERMITS AND UTILITIES. Unless otherwise stated in the Proposal, the CLIENT shall apply for and obtain all required permits and licenses and shall make all necessary arrangements for right of entry to provide AMEC access to the site for all equipment and personnel at no charge to AMEC. The CLIENT shall also provide AMEC with the location of all underground utilities and structures in the exploration area. AMEC is not responsible for location or identification of utilities.
  5. PAYMENT AND SUSPENSION. Unless otherwise stated in the Proposal, invoices will be submitted by AMEC either at the completion of the work or on a monthly basis and will be due and payable on the invoice date. Invoices not paid within thirty (30) days of the invoice date shall be subject to a late fee of one and one-half percent (1.5%) per month computed at 31 days from the date of invoice. In addition, any collection fees, legal fees, court costs, and other related expenses incurred by AMEC in the collection of delinquent invoice amounts shall be paid by CLIENT. IN THE EVENT CLIENT DISPUTES ALL OR PART OF AN INVOICE, CLIENT MUST ADVISE AMEC IN WRITING WITHIN FIFTEEN (15) DAYS FROM INVOICE DATE. UNDISPUTED PORTIONS ARE SUBJECT TO PAYMENT WITHIN THIRTY (30) DAYS. AMEC may suspend performance of services under this Agreement if: 1) CLIENT fails to make payment in accordance with the terms hereof, 2) CLIENT becomes insolvent, enters bankruptcy, receivership, or other like proceeding (voluntary or involuntary) or makes an assignment for the benefit of creditors, or 3) AMEC reasonably believes that CLIENT will be unable to pay AMEC in accordance with the terms hereof and notifies CLIENT in writing prior to such suspension of services. If any such suspension causes an increase in the time required for AMEC’s performance, the performance schedule and/or period for performance shall be extended for a period of time equal to the suspension period.
  6. OWNERSHIP RIGHTS. Any documents produced by AMEC shall be the sole property of AMEC. At the request and expense of the CLIENT, AMEC shall provide the CLIENT with copies of any or all drawings, specifications and other documents prepared by AMEC.
  7. STANDARD OF CARE. In the performance of professional services, AMEC will use that degree of care and skill ordinarily exercised under similar circumstances by reputable members of its profession practicing in the same or similar localities. No warranty, either express or implied, is made or intended by this Agreement or by furnishing oral or written reports of the findings. AMEC is to be liable only for damage proximately caused by the negligence of AMEC. The CLIENT recognizes that subsurface conditions may vary from those encountered at the location where borings, surveys or explorations are made by AMEC and that the data, interpretations and recommendation of AMEC are based solely on the information available to him. AMEC will not be responsible for the interpretation by others of the information developed.
  8. INSURANCE. AMEC will maintain insurance for this Agreement in the following types: 1) worker’s compensation insurance at statutorily required levels, 2) comprehensive general liability (CGL) insurance and 3) automobile liability insurance for bodily injury and property damage.
  9. ENVIRONMENTAL LIABILITY. Because CLIENT owns and/or operates the site where work is being performed, CLIENT has and shall retain all responsibility and liability associated with the environmental conditions at the site. Unless specifically identified in AMEC’s Proposal, CLIENT’S responsibility and liability includes the handling and disposal of any samples or hazardous materials generated on the site as a result of AMEC’s performance hereunder.
  10. CONSEQUENTIAL DAMAGES. AMEC shall NOT be responsible for any consequential, incidental or indirect damages.
  11. LIMITATION OF LIABILITY. Notwithstanding any other provision of this Agreement, the total liability of AMEC, its officers, directors and employees for liabilities, claims, judgments, demands and causes of action arising under or related to this Agreement, whether based in contract or tort, shall be limited to the total compensation actually paid to AMEC for the services hereunder or $50,000, whichever is less. All claims by CLIENT shall be deemed relinquished unless filed within one (1) year after substantial completion of the services hereunder.
  12. DISPUTES. Any dispute arising hereunder shall first be resolved by taking the following steps, where a successive step is taken if the issue is not resolved at the preceding step: 1) by the technical and contractual personnel for each party performing this Agreement, 2) by executive management of each party, 3) by mediation or 4) through the court system of the jurisdiction of the AMEC office that entered into this Agreement. CLIENT hereby waives the right to trial by jury for any disputes arising out of this Agreement. Except as otherwise provided herein, each party shall be responsible for its own legal costs and attorneys’ fees.
  13. AUTHORIZATION TO SIGN. The person signing this Agreement warrants that he has authority to sign as, or on behalf of, the CLIENT for whom or for whose benefit AMEC's services are rendered. If such a person does not have such authority, he agrees that he is personally liable for all breaches of this Agreement, and that in any such action against him for breach of such warranty, reasonable attorneys’ fees and legal costs shall be included in a judgment rendered.
  14. ASSIGNMENT. Neither party may delegate, assign, sublet or transfer his duties or interest in this Agreement without the written consent of the other party except AMEC may assign its interest in the Agreement to a related or affiliated company of AMEC or subcontract portions of the Services to a qualified subcontractor without the consent of CLIENT..
  15. CHOICE OF LAWS. This Agreement shall be governed by the laws of the state of the AMEC office that entered into this Agreement.
  16. FORCE MAJEURE. Should performance of services by AMEC be affected by causes beyond its reasonable control, including but not limited to: acts of God; acts of a legislative, administrative or judicial entity; acts of contractors other than contractors engaged by AMEC; fires; floods; labor disturbances; unusually severe weather and/or an epidemic; then CLIENT will grant AMEC a time extension and the parties will negotiate an equitable adjustment to the price of any affected services, where appropriate.
  17. FIELD REPRESENTATION. Unless otherwise expressly agreed in writing, AMEC shall not be responsible for the safety or direction of the means and methods at the CLIENT’s site of contractors or their employees or agents that are not hired by AMEC, and the presence of AMEC at the CLIENT’s site will not relieve the contractor of its responsibilities for performing the work in accordance with applicable regulations, or in accordance with project plans and specifications. If necessary, CLIENT will advise any contractors that AMEC’s services are so limited. AMEC will not assume the role of “prime contractor”, “principal contractor”, “constructor”, “controlling employer”, or their equivalents unless the scope of such services are expressly agreed in writing.
  18. TERMINATION. This Agreement may be terminated by either party upon ten (10) days written notice to the other. In the event of a termination, Client shall pay for all reasonable charges for work performed and demobilization by AMEC to date of notice of termination. The limitation of liability and indemnity obligations of this Agreement shall be binding notwithstanding any termination of this Agreement.
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