Artech Terms & Conditions
Terms & Conditions
1. Effective. This proposal and estimated costs (“Agreement”) is submitted by Artech, Inc. ("Artech") to the Client ("Client") for the proposed work described above (“Scope of Work”). All service fees are fixed bid, tightly estimated and generally will not change more than 10% unless there is a change to the Scope of Work. The Scope of Work may be modified by a change order (“Change Order”) signed by both parties. Any alteration of tasks from the above that involve additional costs will be executed only upon receipt of a signed Change Order. This Agreement is valid for up to 30 days from the date of this Agreement. This Agreement will be deemed accepted by Client upon the earlier of its signature, or by delivery or deposit of Objects (“Objects”) with Artech. Artech will be deemed bound by this Agreement upon the earlier of Artech’s signing a copy that has been signed by Client or its acceptance of delivery or deposit of Client Objects. This Agreement is binding on the Client, its successors and assigns, and cannot be modified except by a written amendment signed by Artech.
2. Services. All work will be done in a professional manner according to standard practices. Any alteration of tasks from the above will be executed only upon written orders and will result in an extra charge over and above the estimate. Artech is not responsible for circumstances beyond our control. This proposal is valid for up to 30 days from the date of this estimate. All labor and materials provided by Artech shall be considered taxable.
3. Ownership. Client represents and warrants to Artech that it is the legal owner or has lawful possession of the objects and has the legal right and authority to enter into this Agreement. Client agrees to defend, hold harmless, and indemnify Artech from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense, and any other liability resulting from a breach of this Agreement.
4. Payment Terms. Payments for invoiced charges are due within 30 days of the date of invoice. Late payments shall accrue interest at 1.5% per month or the highest rate allowed under applicable law. A deposit of 50% of the estimate total may be required prior to commencing this Scope of Work.
5. Default. Client shall be in default under this Agreement if Client fails to (a) pay past due amounts within three days of receipt of written notice of past due, or (b) any other breach of this Proposal within 10 days of receipt of written notice. Upon any such breach, Artech shall have the right to terminate this Proposal and its obligations hereunder without further notice to Client. If Client’s Objects are not removed upon the termination of this Agreement, Artech may sell the Objects in accordance with applicable law, or exercise any other remedy available to it under the law, without limitation. Artech reserves all rights that it may have pursuant to any Warehouseman’s lien. The rights and remedies set forth in this Contract are not exclusive and are in addition to any other rights or remedies that exist in law or equity or by statute or otherwise.
6. Limitation of Liability. Artech shall not be liable for loss or damage to Client’s Objects except to the extent that such loss or damage is directly attributable to Artech’s failure to exercise care as a reasonably careful person would exercise under like circumstances; provided that Artech is not liable for any damages which could not have been avoided by the exercise of such care. Notwithstanding any provision to the contrary in this Agreement, Artech’s liability with respect to any claim for loss or damage arising from or relating to its performance under this Agreement shall not in any event exceed the fees paid to Artech under this Agreement for the 12 month period preceding the date of loss or damage. IN NO EVENT WILL ARTECH BE LIABLE FOR LOST OPPORTUNITIES OR PROFITS, OR FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER.
7. Insurance. Client may choose to request Artech insure object(s) with Client named as an additional insured subject to policy exclusions. The cost of insurance will be reflected in Artech’s regular invoice to the client. Exercise of this option modifies the “Limitation of Liability” provision for negligence in Section 6 above.
8. Confidentiality. Objects or information pertaining to Objects will not be released by Artech to any party other than the Client or those identified in writing by the Client as authorized to receive the Objects or information regarding the Objects, or as otherwise required by law. Client agrees that it will protect and keep confidential the terms and conditions of this Agreement and any other information obtained from Artech in connection with this Agreement that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary.
9. Storage Charges. Artech will provide a current fee schedule (“Fee Schedule”) for storage charges upon request. Artech may modify the Fee Schedule at any time and will notify Client of such changes at least 30 days prior to the effective date of any change. Storage charges are billed in advance and payment is due as set forth on each invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the highest amount allowed under applicable law. Monthly or quarterly billing will be established at the time of the deposit or delivery of the Objects with Artech. Adjustments to charges due to the removal of Objects from storage, additional Objects deposited for storage, handling, delivery or other services will be reflected on the billing statement, or otherwise at the time of account closure.
10. Condition/Duty to Disclose/Inspect. Client shall disclose in writing to Artech any known damage and/or defects existing in the Objects prior to delivery to Artech for performance of the Services; provided that this list shall not be deemed a complete list of all existing damage and defects. Artech shall not be liable for any (a) damage to, or defects in, the Objects existing prior to delivery of the Objects to Artech, (b) ordinary wear and tear, or (c) any perishable Objects. Upon completion of the Services, Client shall inspect the Objects for damage. Any claim of damage must be presented to Artech upon completion of the Services or, if stored at Artech, prior to removal from storage.
11. Attorney’s Fees and Costs. In the event of litigation arising out of this Agreement, or a claimed breach thereof, the substantially prevailing party shall be entitled to recover its reasonable attorneys’ fees and related costs.
12. Disputes. Disputes arising from this Agreement will be resolved in the state or federal courts located in King County, Washington, and Client consents to be subject to the jurisdiction of these courts.
13. Termination/Cancellation. Artech reserves the right to terminate this Agreement for any reason and require the removal of Objects stored upon thirty (30) days’ notice to Client. Cancellation within (1) business day of commencement of this Scope of Work will be invoiced to the Client at 100% of the estimate total detailed in this Agreement; within (2) business days at 50% of the estimate total.
14. Disclaimer. ARTECH DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
15. Force Majeure. Neither party will be liable for any loss or damage or be deemed to be in breach of this Agreement due to any event or circumstance beyond its reasonable control, including but not limited to war, invasion, civil unrest, electrical shortages, terrorist attacks, earthquakes, or other natural disasters.
16. Objects/Relocation/Other Services. Client will provide a description of the Objects, the condition of the Objects in the Client’s judgment, and the Client’s estimated value of Objects by the time of delivery or deposit of the Objects to Artech. Such information will be accurate, complete and sufficient to allow Artech to comply with all applicable laws and regulations regarding the storage, handling and transportation of the Objects. Artech assumes no responsibility for valuation. Any removal of Objects from storage, or addition of new Objects for storage, will be acknowledged in writing and a Change Order will be issued by Artech. Artech may, without notice to Client, relocate Objects within its facilities. If Client requests Artech engage the services of others with respect to the Objects, and Artech agrees to such request, it is agreed that Artech shall act as the agent of Client and shall not be liable for any loss or damage arising out of such services.
17. Additional Provisions. This Agreement, together with any corresponding Work Order, constitutes the entire agreement between the parties with respect to the subject matter hereof. No changes to the provisions of this Agreement shall be valid or enforceable without the express written acceptance by Artech. The parties may use standard business forms or other communications, but use of such forms is for convenience only and does not alter the provisions of this Agreement. Any notices under this Agreement must be in writing and delivered in person or sent by first class mail, overnight delivery by a nationally recognized carrier or facsimile to the address for the recipient set forth in this Agreement. Either party may give the other party notice of such change in address in accordance with this Section. This Agreement may be executed by facsimile and in counterparts. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect.