DATE: Company: ATT: Fax No. : Phone No. : STANDARD TERMS AND CONDITIONS FOR FIELD SERVICE Dear Customer: ITEC is in receipt of your request for on-site service(s) (hereinafter Services ) by an ITEC Field Services Technician(s). Prior to initiation of any activity pertaining to delivery of ITEC Field Services, it is necessary that you read the below SERVICE Terms and Conditions, as ITEC will assume your full responsibility for all services and charges applied by ITEC. ITEC is unable to accept a Purchase Order specifying a not to exceed amount. SCOPE OF SERVICES. ITEC ("ITEC") agrees to furnish hardware/software repair, modification or evaluation ("Services") as requested by the CUSTOMER at CUSTOMER's facility in accordance with the terms and conditions as stated herein. SAFETY. The CUSTOMER shall furnish the ITEC field service representative ("Representative") a safe and healthful place to work including emergency telephone and first aid, facilities at CUSTOMER site(s). If, in the opinion of ITEC, the CUSTOMER fails to comply with the foregoing, or the ITEC Representative's health or safety is or would be jeopardized during the performance of the Services, ITEC may order him to return to ITEC headquarters. FEES. Unless otherwise specified or agreed, charges for the Services performed by ITEC are as set forth in the current ITEC Standard Field Service Price list attached hereto as Exhibit A. ITEC shall have the right to change the prices from time to time without notice to Customer. REIMBURSABLE EXPENSES. All travel, living, incidental and other expenses incurred by ITEC in the performance of the Services, including ITEC handling charges, (if any) shall be charged to and paid by the CUSTOMER. PAYMENT. All payments shall be made by the CUSTOMER in U.S. Dollars upon receipt of ITEC's invoice and according to it s terms and conditions. Invoices not paid by the Customer within 30 days from the date of issuance by ITEC shall be subject to a charge of 1 1/2% of the invoice amount for each month they remain unpaid but not to exceed the maximum permitted by law. All collection and enforcement costs, including attorney s fees, shall be borne by CUSTOMER.
LABOR PERMITS, TAXES, CERTIFICATIONS. The CUSTOMER shall, at his own expense, secure any work permit, labor permit, tax exemption certificate, or any other authorization which may be required to permit ITEC to perform the requested Services. If special certification, pre-qualification or other examinations are obtained at the CUSTOMER's request, the cost incurred shall also be for the CUSTOMER's account. Any loss of ITEC's Services pending the procurement of any such permit, authorization, certification or examination shall be for the CUSTOMER's account and shall be paid for by the CUSTOMER. The prices quoted for Services do not include any sales, privilege use, turnover, excise or other similar tax. The amount of any such tax which ITEC shall be required to pay because of the furnishing of Services shall be reimbursed to ITEC by CUSTOMER upon presentation of invoice therefore. DELAYS, SUSPENSION, DEFERMENT. If Services are suspended or if ITEC suffers delay in performance due to any cause beyond its reasonable control, including but not limited to acts of God, act or failure to act of government, act or omission of CUSTOMER, war, fire, flood, strike, or labor trouble, sabotage, or delay in obtaining from others suitable services, materials, components, equipment or transportation; the time of performance shall be extended a period of time equal to the period of time equal to the period of the delay and its consequences. ITEC will give to CUSTOMER notice in writing within a reasonable time after ITEC becomes aware of any such delay. If the Services are suspended because of such delay, ITEC may temporarily withdraw the ITEC Representative and/or its subcontractor's and return them to the job when needed and available. Rates current at the time the Services are resumed and any additional costs (including travel time and expense) incurred by ITEC because of the foregoing will be charged to the CUSTOMER. If for any reason the CUSTOMER defers start of Services, the CUSTOMER will give ITEC written notice immediately. It is understood that ITEC may not be able to furnish the ITEC Representative or its subcontractor at the precise date the work is rescheduled to start, but it will make every reasonable effort to do so. TITLE AND LICENSE. In the event ITEC should develop any software program(s) or other works of authorship ("Works") in the performance of the Services requested by the CUSTOMER, ITEC shall retain exclusive ownership and title to the Works. ITEC grants to the CUSTOMER and its subsidiaries a perpetual, nontransferable and non-exclusive royalty free license to modify and use the Works solely in connection with the equipment/process in operation at CUSTOMER's facility. WARRANTY. ITEC warrants that it will use reasonable efforts to perform the Services in a good and workmanlike manner. If a breach of this warranty appears and the Customer notifies ITEC of such breach promptly within 90 days after completion of the Services, ITEC shall reperform the Services. ITEC MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE) RESPECTING THIS AGREEMENT, SERVICES PERFORMED OR REPORTS PROVIDED UNDER THIS AGREEMENT, OR ANY SOFTWARE PROVIDED OR MODIFIED HEREUNDER. ITEC specifically disclaims any warranty that the operation of any software provided or modified hereunder shall be uninterrupted or error free. The warranty for any equipment and material provided in conjunction with these Services or evaluated or modified hereunder shall be and remain as stated in the contract of sale or license thereof. The foregoing shall constitute Customer s sole and exclusive remedy and ITEC s only liability, whether in contract, tort (including negligence)., warranty, failure of a remedy to achieve its essential purpose, indemnity or other legal theory, for any defects in the Services or failure of the Services to be as warranted.
DISCLAIMER. Since ITEC does not possess full access to data concerning all of the uses and application of CUSTOMER's products, ITEC assumes no responsibility for: 1. CUSTOMER design; 2. Operation or malfunction of CUSTOMER or other non-itec equipment; 3. Application of the ITEC-ITECequipment; and 4. Infringement of patents or rights of others which may result from ITEC's assistance. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL ITEC BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO CUSTOMER IN ANY AMOUNT THAT COLLECTIVELY EXCEEDS THE FEE HEREUNDER. NEITHER ITEC NOR ITS SUPPLIERS SHALL BE LIABLE, WHETHER IN CONTRACT, WARRANTY, FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR COST OF CAPITAL OR OF SUBSTITUTE USE OR PERFORMANCE, OR FOR INDIRECT, SPECIAL LIQUIDATED, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF SIMILAR TYPE, OR FOR CLAIMS BY CUSTOMER FOR DAMAGES OF CUSTOMER'S CUSTOMERS, EVEN IF ITEC HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM. NUCLEAR INDEMNITY. If the Services are to be performed at a nuclear facility of CUSTOMER, CUSTOMER agrees to indemnify and hold ITEC, its employees and agents, and its suppliers of any tier, and their employees and agents, harmless from any loss, liability or claim resulting from a nuclear incident (as said term is defined in Section II (q) of the Atomic Energy Act, as amended) occurring at said facility (or any other facility where any equipment or parts upon which the Services have been performed may be used) whether or not such incident is due to anyone's fault or negligence including that fault or negligence of any indemnity. This indemnity shall prevail over any other terms or any obligation of CUSTOMER to repair, replace or re-perform, defective or nonconforming Services. SUBSTITUTION OF A REPRESENTATIVE. ITEC's obligation is to furnish Services and not a specific representative. ITEC reserves the right at any time, and from time to time to recall and substitute any ITEC Representative. MODIFICATIONS. It is recognized that the nature of the Services is such that changes in the scope as originally contemplated often occur. ITEC will undertake additional Services within the normal scope of field service but ITEC reserves the right to require the CUSTOMER to confirm in writing any extension of the Services originally ordered. ITEC shall be entitled however, to rely upon oral orders, including instructions of the CUSTOMER's representative at the site. Any additional Services performed by ITEC pursuant to such written or oral orders or instructions shall be paid for on the basis set forth herein or as otherwise agreed to in writing between the parties. GOVERNING LAW. The interpretation of this contract shall be governed by the Lebanese laws. INSURANCE. ITEC represents and warrants that it does and shall maintain adequate workers compensation insurance and other employee insurance coverages required by law. In addition, ITEC represents and warrants that it does and shall maintain adequate liability insurance to meet its obligations hereunder while at the CUSTOMER's facility. Upon request, ITEC will furnish CUSTOMER certificates evidencing its insurance coverages. ADDITIONAL TERMS. This Agreement contains the complete and exclusive Agreement between the parties relating to the matter hereof, supersedes any and all prior oral or written
communications, proposals, and agreements applicable to the Services to be provided hereunder, and may not be waived or modified except by written agreement of the parties. The paragraph headings in this Agreement are for convenience only, and they form no part of this Agreement and shall not affect its interpretation. No delay or failure of ITEC in exercising any right under this Agreement and no partial or single exercise of any right by ITEC shall be deemed to constitute a waiver of that right or any other right under this Agreement. The terms and conditions as set forth herein are the only provisions applicable to this Service; any terms and conditions stated in CUSTOMER s purchase order or other Customer documentation shall not be applicable. Customer acknowledges that its authorized representative has read these Standard Conditions For Field Services as well as Exhibit A hereto, where applicable, and understands them and agrees to them by. Exhibit A Services and Charges ITEC maintains a highly-skilled staff of competent, trained technicians, engineers, specialists and consultants for the purpose of (1) Commissioning Services, (2) Maintenance Services, and (3) Consulting Services related to Drives, Automation, Machine Control Systems and Process Control Automation Systems at customer facilities or at ITEC offices. Commissioning Services include services related to the supervision of the installation of equipment and/or components such as drives, PLC s, HMI s, Process Automation Systems and the initial testing, tuning and commissioning of the equipment for service. Maintenance Services provides continuing engineering services and repair to maintain equipment or system integrity. Consulting Services are those involving engineering studies, tests and evaluations including system or equipment modification and special customer training programs. Foreign Engineering Service: Services commensurate with those listed above are also available to customers serving foreign markets. Your local ITEC representative can provide you with additional pricing information upon request. Trade and Other classifications: On selected jobs where it is practical to utilize fitters, mechanics, winders, welders, machinists, etc. to perform a portion of the work, their services will be provided at current local rates.
Invoicing: Unless otherwise specified in its proposal, ITEC shall have the right to invoice the purchaser for material delivered and work performed under this order at such times that it considers appropriate. Except for work performed (i) under a firm fixed price basis or (ii) pursuant to terms of a previously priced existing contract between ITEC and Purchaser, invoices for work performed by ITEC may add, and note, on each invoice a charge of 3% (over and above the price of the work) which is related to ITEC compliance with present and proposed environmental, health and safety regulations associated with prescribed requirements covering hazardous materials management and employee training, communications, personal protective equipment, documentation and record keeping associated therewith. Indemnification ITEC agrees to indemnify and hold harmless Customer only against third party claims, liabilities and damages as are incurred by the Customer with respect to bodily injury, including death and/or tangible property damage to the extent that the claims arise out of ITEC negligent performance of the Agreement. ITEC indemnification obligations are contingent upon Customer s prompt notice to ITEC of any claim for indemnification and on ITEC being given the right at it s expense to settle and to defend or control the defense of any suit or clam requiring indemnification. Service Hourly Rate Classification / RATE Schedule Saturdays Overtime Rates Sundays & Holidays Minimum Billing / during the week 1 4 Hours LOCAL SERVICE $60 $70 $100 $240 INTERNATIONAL SERVICE Traveling Accommodations $80 $100 $120 $640 / 8 hours minimum billing All Traveling means must be pre-booked by the client, otherwise it will be charged at cost plus 10% handling fees. All Accommodations must be pre-booked by the client, otherwise it will be charged at cost plus 10% handling fees. Straight time rates apply to all time worked or traveled during a normal eight hour workday. The normal eight-hour workday is defined as any consecutive eight-hour day shift period (Monday through Friday Holidays excluded) between the hours of 7 am and 7 pm, with an allowance for lunchtime. Overtime rate applies to all hours worked in excess of eight hours on weekdays and all time worked or traveled on Saturdays. Premium rate applies to all hours worked or traveled on Sundays and Holidays.
Hourly and Daily Rates do not include travel and living cost. Should the Purchaser require additional documentation such as copies of employee expense reports and/or expense receipts, a written request must be submitted to ITEC. Per Diem Rate Where customers specify or require per diem rates for living expenses, a daily flat charge will be applied for each day, or portion thereof, worked. The per diem rate for the class of service rendered will include normal local living and transportation expense. Travel time and expenses from the engineer's headquarters to and from the job site will be billed separately. Consult your local ITEC representative for additional information. Travel time The maximum billing for traveling time, at the straight time hourly rate, shall be eight hours per man for any one-calendar day. Traveling time and expenses for each person will include leaving and returning to his headquarters. Standby Time When service personnel are on the job site but unable to perform services requested due to circumstances beyond ITEC control, the customer will be charged up to eight hours per day standby time at applicable rates. Other Charges The following charges will be in addition to the service rates outlined above. A. Expendable Small Tools, Special Tools and Equipment When a particular job requires the furnishing of small expendable tools or specialized tools, equipment, and instruments not normally carried by a field engineer or representative, a charge will be made equal to either the cost of acquisition (expendable items) or a rental charge, in the case of Special Tools and Equipment, as appropriate. B. Material Furnished by All ITECmaterial used on the job will be billed at current prices. C. Material Purchased from Subcontractors or Other Vendors Materials or services from Subcontractors or Vendors will be billed at cost plus a handling fee. Terms of Sale Prices effective May 1, 2011 and subject to (a) change without notice and (b) terms and conditions set forth in Selling Policy