Stonehouse Process Safety, Inc. – Terms And Conditions

Upon Client’s written acceptance of a proposal (“Proposal”) to which these Terms and Conditions are attached, Stonehouse Process Safety, Inc., a New Jersey corporation (“STONEHOUSE”), agrees to perform the services (“Services”) in accordance with such Proposal and these Terms and Conditions (collectively, the “Contract”). References to “Client” or “you” or “your” shall mean the client set forth in the Proposal. STONEHOUSE and Client are individually referred to herein as a “party” and collectively the “parties.”

  1. DEFINITIONS In these Terms and Conditions, the following definitions are applicable:
    • “Client” means the organization or company with whom the Contract is entered into;
    • “Confidential Information” means any information related to the Project disclosed by the Client to STONEHOUSE and by STONEHOUSE to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, data, specifications, formulae, trade secrets, methods, work strategies, records, know how, pricing information, inventions and other proprietary information of the other party that is not generally known or accessible to the public, or that is owned by or in possession of the Client and STONEHOUSE, respectively;
    • “Contract” means the contract between the Client and STONEHOUSE which defines the scope of the Project and the Services to be rendered by STONEHOUSE, as well as the fee schedule for said Services. More specifically, the Contract shall consist of the Proposal, these Terms and Conditions and any other documents (or parts thereof) specified in the Proposal;
    • “Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, strikes, labor disputes, accidents, or any act in consequence of compliance with any order of any government or governmental authority;
    • “Project” means the Services to be provided by STONEHOUSE to the Client as specified in the Proposal between STONEHOUSE and the Client pursuant to which STONEHOUSE agrees to render Services to the Client in exchange for a fee plus costs;
    • “Proposal” means the document (i) setting out the Services to be provided by STONEHOUSE to the Client and (ii) listing any documents and the like to be provided by the Client to STONEHOUSE for its performance of the Project;
    • “Services” means the services STONEHOUSE is engaged to perform as specified in the Proposal and may include Testing Services and/or Consulting Services;
    • “Subcontractor” means either an affiliate or subsidiary of STONEHOUSE, or an independent contractor, respectively, which is qualified to perform the applicable Services as contemplated by the Project and the Contract and has been contracted by STONEHOUSE accordingly.
  1. GENERAL
    • These Terms and Conditions govern the provision of all Services from or on behalf of STONEHOUSE to the Client and apply to all legal relationships between STONEHOUSE and the Client. Client’s submission of signed acceptance of the Proposal is express authorization for STONEHOUSE to proceed with its delivery in accordance with these Terms and Conditions.
    • These Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties. Failure of STONEHOUSE to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. STONEHOUSE’s commencement of performance shall not be deemed or constituted as acceptance of any of the Client’s terms and conditions.
    • By contracting on the basis of these Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and STONEHOUSE, even if this is not expressly stated.
  1. PERFORMANCE OF THE PROJECT
    • STONEHOUSE shall determine the manner in which and the person by whom the Project will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client and shall complete the Project with reasonable skills, care and diligence in accordance with the Contract.
    • With respect to any testing services that may be performed by STONEHOUSE (“Testing Services”), tests shall be performed under appropriate/applicable controlled laboratory conditions pursuant to reliable and generally recognized and accepted procedures in the industry. Reports issued by STONEHOUSE in connection with the performance of Testing Services shall be accurate for so long as the samples and conditions applicable to such Testing Services remain identical to those which existed at the time of performance of the Testing Services. Client may use and distribute such reports for Client’s internal use, provided such report is not applied to scenarios or situations not described in the Proposal or report. In performing the Testing Services, STONEHOUSE is reliant upon information provided by Client and the results included in the foregoing report assume the accuracy of such information.
    • To the extent the Proposal and the Project include the provision of consulting work performed by STONEHOUSE (“Consulting Services”), Consulting Service shall be delivered by personnel qualified to perform such Consulting Services and work shall be performed in accordance with applicable, recognized and generally accepted codes, standards and best practices in a professional and workmanlike manner. Consulting Services shall be accurate for so long as the conditions applicable to such Consulting Services remain identical to those which existed at the time of performance of the Consulting Services.
    • The Client hereby accepts that the time schedule allocated for the performance of a Project may be subject to change in case of amendment to the Project and/or the Services to be provided thereunder after conclusion of the Project.
    • In case of any change of circumstances under which the Project is to be performed which cannot be attributed to STONEHOUSE, STONEHOUSE may make any such amendments to the Project as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the Client.
    • STONEHOUSE shall provide the Client with such reports of its work on the Project at such intervals and in such form as the Client may from time to time require. The Client has the right to notify STONEHOUSE that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.
  1. SUBCONTRACTORS
    • STONEHOUSE shall be free to involve Subcontractors, availing of specific expertise, in the performance of the Project, provided that STONEHOUSE shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to STONEHOUSE. If requested by the Client, STONEHOUSE shall identify these Subcontractors, specifying their specific expertise.
  1. CLIENT’S OBLIGATION
    • The Client shall at all times duly make available to STONEHOUSE all information and documents that STONEHOUSE deems necessary to be able to carry out the Project correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Project.
    • The Client guarantees that STONEHOUSE’s employees can at all times work under safe conditions, in accordance with the relevant health and safety regulations and environmental rules and shall indemnify and hold harmless STONEHOUSE against all loss, expense or damage arising from or relating to this guaranty by the Client.
    • The Client shall duly inform STONEHOUSE of any facts and circumstances that may be relevant in connection with the execution of the Project and Client shall guarantee the correctness, completeness and reliability of any information provided to STONEHOUSE.
  1. FEES AND EXPENSES
    • The Client shall pay to STONEHOUSE fees at the rate specified in the Proposal.
    • Unless otherwise stated in the Contract, STONEHOUSE shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by it, its employees or agents in the performance of its duties hereunder subject to production of receipts thereof.
    • Unless otherwise stated in the Contract, payment will be made within thirty (30) days of receipt of an invoice, submitted monthly in arrears, for work completed. Payment shall made as specified in the Proposal.
    • Any extra costs arising from or related to any delays in the completion of the Project stemming from the failure of the Client to duly make available to STONEHOUSE the requested information and documentation, shall be fully borne by the Client.
  1. INTELLECTUAL PROPERTY
    • All results generated by STONEHOUSE in the Project, including reports, other documents and materials, shall become the property of the Client but Client shall be limited to use of such material as specific in these Terms and Conditions. STONEHOUSE shall provide all reasonable assistance such that the Client may apply for patents, copyrights and other intellectual property rights in respect of these results.
  1. CONFIDENTIALITY
    • Each party shall keep secret and not disclose and shall procure that its employees keep secret and not disclose any Confidential Information of the other party obtained by it during the performance of the Project. The foregoing shall not apply to information which (i) is or becomes part of the public domain without fault on the part of a party; (ii) was already known by the party, other than under an obligation of confidentiality, at the time of disclosure by the other party; (iii) is lawfully acquired by a party from a third party on a non-confidential basis; or (iv) a party is required to disclose pursuant to any law, governmental, quasi-governmental or judicial order.
    • Except with the prior written permission of STONEHOUSE, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by STONEHOUSE, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of STONEHOUSE’s methods and work strategies without STONEHOUSE’s written permission.
    • The provisions of this Section 8 shall apply during the term of the Contract and for a period of five (5) years thereafter
  1. WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY
    • Neither STONEHOUSE, nor its directors, officers, employees, agents or any person put forward by STONEHOUSE to perform the Project, shall be liable if the Services provided or the results generated by such person in the Project are not absolutely correct, nor does STONEHOUSE, its directors, officers, employees, agents or any person put forward by STONEHOUSE to perform the Project, warrant, either expressed or implied, that the performance by such person of the Project will not infringe upon intellectual property rights of any third party. EXCEPT AS SPECIFIED IN SECTION 3.2 AND SECTION 3.3 HEREOF, STONEHOUSE MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE DELIVERY OF TESTING SERVICES OR CONSULTING SERVICES INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND/OR FITNESS FOR USE AND/OR A PARTICULAR PURPOSE.
    • Neither STONEHOUSE, nor its directors, officers, employees, agents or any other person put forward by STONEHOUSE to perform the Project, shall be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the Project or the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of STONEHOUSE. The Client shall indemnify and hold STONEHOUSE harmless accordingly with respect to any and all such losses, claims, demands, costs, liabilities or damages relating thereto.
    • The Client shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by STONEHOUSE, its employees or third parties, related to the performance by STONEHOUSE of the Project, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of the Client or its employees or as otherwise specified in these Terms and Conditions. STONEHOUSE shall indemnify and hold the Client harmless accordingly with respect to any and all such losses, claims, demands, costs, liabilities or damages relating thereto.
    • Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, STONEHOUSE’s liability shall in aggregate not exceed the price for the Project. Client hereby acknowledges and agrees it to be sufficient that STONEHOUSE’s sole liability and Client’s sole remedy for a breach of warranty hereunder shall be limited to re-performance of the Services or a refund of fees paid for such Services if STONEHOUSE, in its sole discretion determines it cannot re-perform such the applicable Services. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.
  1. TERM AND TERMINATION
    • Any times or dates set forth in the Contract for provision or completion by STONEHOUSE of the Services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Project may change during the course of said performance. In no event shall STONEHOUSE be liable for any delay in providing these Services
    • Either party may immediately terminate the Contract by notice in writing forthwith in the event the other party: (i) is in default with respect to any material term or condition of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof; (ii) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or (iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency is appointed for that party.
    • If the Client issues a termination notice, the Client shall be obliged to pay STONEHOUSE a compensation equal to the agreed fees apportioned to the Services already rendered by STONEHOUSE, plus any additional costs incurred by STONEHOUSE as a result of said early termination.
    • In case STONEHOUSE cannot be reasonably expected to complete the works due to unforeseen circumstances, STONEHOUSE may unilaterally terminate the Contract and the Project. In such cash, Client shall pay an amount corresponding to the fees due for Services already performed, while being entitled to receive the (preliminary) results of the Services already performed, without the Client being entitled to derive any rights therefrom.
  1. INDEPENDANCY AND NON-SOLICITATION
    • STONEHOUSE shall perform the Contract as an independent contractor and shall not be the agent of Client. During performance of the Project and for a period of two (2) years following completion of Project, neither party shall directly or indirectly solicit, attempt to solicit, divert or induce any director, officer, employee or agent of the other party to terminate their employment relationship with the other party, regardless of whether such action is taken on behalf of itself or others.
  1. NOTICES
    • Any notice given under or pursuant to the Contract shall be given in writing and shall be given by mail, registered mail or by facsimile transmission to the other party at the addresses mentioned in the Proposal. Any such notice shall be deemed to have been received: two business days following the mailing if sent by (registered) mail within the United States, on seventh business day following mailing if sent by (registered) mail outside the United States or on the next business day following transmission if sent by facsimile transmission.
  1. OBSERVANCE OF LEGAL REQUIREMENTS
    • STONEHOUSE shall carry out its obligations in a manner that conforms to relevant legal requirements.
    • Without prejudice to the generality of Section 13.1, in carrying out its obligations under the Contract STONEHOUSE shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.
  1. GOVERNING LAW AND JURISDICTION
    • All disputes which cannot be settled amicably shall be referred to the applicable courts in New Jersey, and the parties consent to the jurisdiction of the courts there.
    • The Contract is governed by and interpreted in accordance with the laws of New Jersey without regard for that state’s principles of conflicts of law.
  1. FORCE MAJEURE
    • Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.