TERMS AND CONDITIONS

 

1.    Definitions.  As used herein “KAS” refers to Ken Allen Studios, “Customer” refers to the customer to whom this Price Quotation is addressed, “Schedule” refers to the time for commencing and finishing the Services as set forth above, and “Services” and “Agreement” have the meanings given below.

 

2.    Acceptance; Entire Agreement.  This Price Quotation is a contractual offer to perform the services described above (the “Services”) for the price and on the schedule stated and subject to these Terms and Conditions.   Placement of an order in response to this Price Quotation, whether verbally or in writing, will constitute acceptance of such offer and will cause the formation of a binding contract (the “Agreement”) consisting exclusively of the Services, the Price, the Schedule and the Terms and Conditions set out in this Price Quotation.  All prior discussions or agreements between the parties and any additional terms and conditions Customer may propose after the issuance of this Price Quotation shall be null and void and without legal effect.

 

3.    Limited warranty; exclusive remedy; exclusion of other warranties.   KAS warrants that it will perform the Services in a good and workmanlike manner.   THIS LIMITED WARRANTY IS SUBJECT TO CUSTOMER’S COMPLIANCE WITH THE INSPECTION REQUIREMENTS OF PARAGRAPH 8 OF THESE TERMS AND CONDITIONS.  THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND EXCEPT AS SET OUT HEREIN ALL REPRESENTATIONS, WARRANTIES, ENDORSEMENTS AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND/OR QUALITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE AND/OR ANY IMPLIED WARRANTY OR CONDITION OF NON-INFRINGEMENT.  

 

4.    Price; payment.  The price stated in this Price Quotation includes the cost of all materials and labor and any applicable sales or use taxes.  Payment is due in full on the 30th day after issuance of KAS’s invoice for the Services.  Late payments shall be subject to interest at the legal rate in effect on the date payment became due.

 

5.    Final specifications; performance schedule.  The final specifications for the materials, technology and performance of the Services shall be determined by Customer in consultation with KAS.  The time for performance stated in this Price Quotation shall be calculated as from the date on which the customer approves the final specifications.  If Customer alters the specifications after such approval KAS shall be entitled to a price adjustment to account for any additional labor and/or expenses.

 

6.    Site conditions and availability.  Customer shall ensure that the site for delivery and installation of the Services is clean, unobstructed and protected from passersby by appropriate barriers, and that the delivery site is adequately lighted and supplied with electrical power.

 

7.    Cancellation and Rescheduling.   Customer’s orders are firm and non-cancellable.  KAS may cancel the Agreement, in whole or in part, if Customer breaches the Terms and Conditions of the Agreement or if there is a material change in Customer’s financial position.  Customer shall not reschedule the Services without the prior written consent of KAS.

 

8.    Acceptance of the Services.  KAS shall inform customer promptly when the Services are complete.  Customer shall then inspect the Services without delay and shall either accept them or inform KAS of any errors or defects.   KAS shall have no liability, in warranty or otherwise, for any such errors or defects unless Customer notifies KAS of them within 72 hours after completion of the Services.

 

9.    Excusable Delay; suspension or termination KAS is not responsible for any delay caused by any person, event or contingency that is not within the direct control of KAS.  KAS shall be entitled to a schedule and price adjustment in the event of such excusable delay. 

 

10.    Insurance; liability cap.  KAS carries general liability insurance in the amount of $1,000,000 per incident.  KAS’s cumulative liability for all damages arising from or related to this Agreement or the Services, whether in contract, tort, or any other theory of liability, is absolutely capped at the amount of such insurance and under no circumstances whatsoever shall KAS be liable for any loss or damage in excess of such insurance coverage.

 

11.    Arbitration.   All disputes arising from the Agreement or the Services shall be finally decided by arbitration before a single arbitrator appointed under the rules of the American Arbitration Association.  The venue of the arbitration shall be New York County, New York.   Disclosure shall be limited to the minimum the arbitrator, in his or her sole discretion, finds necessary for a fair adjudication of the dispute.  Judgment on the arbitral award may be entered in any court having jurisdiction.