CLIEBT SERVICE AGREEMENT
1. TERM: This Agreement shall be effective on the Effective Date and shall continue until the Services are completed. Either party may cancel this Agreement for any or no reason by providing the other party with fifteen (15) days advance written notice.
2. SERVICE(S): SLATE shall perform the services that are described and set forth in Addendum A ("Services"). CLIENT is responsible for obtaining all required governmental and third party permits, licenses or approvals for the performance of Services.
3. PAYMENT: SLATE shall submit invoices to CLIENT for Services performed for CLIENT. CLIENT shall pay SLATE the service fees set forth in Addendum A and the applicable invoice ("Service Fees"). Payment is due within 14 days from the date of the applicable invoice. Should CLIENT fail to pay on time, SLATE may suspend further Services hereunder. Past due amounts will be charged 1.5% per month finance charge(Annual Percentage Rate 18%) or such lesser rate as is the maximum permitted by law. CLIENT shall pay all costs of collection, including reasonable attorney’s fees and court costs incurred by SLATE in addition to the other amounts due.
4. EXPENSES: In addition to the Service Fees, CLIENT will reimburse SLATE for all its out-of-pocket expenses, including travel expenses, mileage at standard mileage rates (currently $.535 per mile), parking and all other incidentals.
5. INDEPENDENT CONTRACTOR: SLATE is an independent contractor, with all its attendant rights and liabilities, and is not an agent of CLIENT.
6. LIMITED WARRANTY: SUBJECT TO THE LIMITATIONS CONTAINED IN THE "DISCLAIMER OF ALL OTHER WARRANTIES," "LIMITATION OF REMEDIES" AND "NOTICE OF CLAIMS" SECTIONS BELOW, SLATE warrants that Services performed directly by SLATE will be performed in a professional manner and in accordance with the standards set forth in this Agreement. SLATE makes no warranty with respect to any furnishings, parts or materials manufactured or supplied by others, but will, on request, to the extent permitted, pass on to CLIENT any applicable manufacturer’s warranty. Furthermore, SLATE makes no warranty with respect to any services performed by contractors, skilled tradesmen or freelance workers (i.e., handymen, painters, carpenters, etc), but will, on request, to the extent permitted, pass on to CLIENT any applicable warranty provided by such contractors, skilled tradesmen or freelance workers.
7 DISCLAIMER OF ALL OTHER WARRANTIES: THE LIMITED WARRANTY CONTAINED IN SECTION 6 (LIMITED WARRANTY) IS SLATE'S SOLE WARRANTY WITH RESPECT TO SLATE'S PERFORMANCE OF THIS AGREEMENT AND THE FURNISHINGS, PARTS OR MATERIALS RECOMMENDED OR PROVIDED PURSUANT TO THIS AGREEMENT AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS, AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, OR IMPLIED.
8. LIMITATION OF REMEDIES: CLIENT'S EXCLUSIVE REMEDY AND SLATE'S TOTAL LIABILITY TO CLIENT FOR ALL "CLAIMS" [DEFINED TO INCLUDED ALL ASSERTIONS OF ANY CAUSES OF ACTION WHETHER BASED ON EXPRESS OR IMPLIED WARRANTY, CONTRACT, STRICT LIABILITY (OR OTHER TORT ACTION), NEGLIGENCE, CONTRIBUTION, SUBROGATION, INDEMNIFICATION, OR OTHERWISE RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT], IS LIMITED TO THE REFUND OF THE AMOUNTS PAID FOR THOSE SPECIFIC SERVICES WITH RESPECT TO WHICH DAMAGES ARE CLAIMED, EXCEPT; HOWEVER, SLATE’S TOTAL LABILITY FOR ALL CLAIMS SHALL NOT EXCEED $250. CLIENT WAIVES ALL OTHER CLAIMS BY CLIENT AGAINST SLATE AND SLATE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES.
9. NOTICE OF CLAIMS: ALL CLAIMS BY CLIENT SHALL BE DEEMED WAIVED UNLESS MADE BY CLIENT IN WRITING AND RECEIVED BY SLATE WITHIN 14 DAYS OF THE PLACEMENT/INSTALL OF THE ITEM OR THE PERFORMANCE OF THE SPECIFIC SERVICE, IF APPLICABLE, WHICH GAVE RISE TO THE CLAIM.
10. SAFETY AND SECURITY: While on CLIENT'S premises, SLATE shall abide by all CLIENT rules and procedures made known to SLATE.
11. RESPONSIBILITY & INDEMNIFICATION: CLIENT consents to the organizing and de-junking process (which includes the disposal or sale of personal property) as determined and conducted in good faith by SLATE. SLATE shall not be responsible nor liable for any of the following (collectively, “Valued Property”): (1) broken, damaged or lost items or property, (2) items of a monitory or sentimental value or of a personal nature that are sold for the benefit of CLIENT regardless of whether done in error, ignorance, mistake or otherwise as part of the de-junking process or as otherwise part of the SERVICES, (3) items of a monitory or sentimental value or of a personal nature that are discarded, junked, or disposed of regardless of whether done in error, ignorance, mistake or otherwise as part of the de-junking process or otherwise part of the SERVICES, or (4) damage to any property in the course of moving items within or outside of the Location or otherwise transporting property. CLIENT accepts sole and complete responsibility for Valued Property and is responsible for taking all necessary steps to protect, safeguard and preserve Valued Property. CLIENT shall indemnify, defend and hold SLATE harmless against all claims, loss, liability and expense (including, without limitation, reasonable attorneys' fees) on account of any damage to property or injury or death of persons arising out of each of the following: (1) the negligence of CLIENT or its employees, contractors, agents, residents, visitors or guests, (2) the Services (including, without limitation, the performance of Services hereunder), except any injury or damages caused solely by the willful misconduct of SLATE, (3) the furnishings, parts or materials manufactured or supplied by others to CLIENT irrespective of whether arranged for by SLATE or supplied directly to CLIENT or indirectly through SLATE, (4) services performed by, or other actions of, contractors, skilled tradesmen or freelance workers (i.e., handymen, painters, carpenters, etc) irrespective of whether arranged by SLATE or supplied directly to CLIENT or indirectly through SLATE, and (5) the willful or negligent acts or omissions of such contractors, skilled tradesmen or freelance workers. CLIENT is responsible for (and SLATE has no obligation with respect to) all costs and expenses incurred due to CLIENT changes or additions or due to the personal preference or taste of CLIENT (e.g., return shipping costs, final sale items, non-returnable items, paint color change, or labor cost to remove or change out fixtures, project supplies, decor and other materials).
12. NOTICES: Any notice provided for in this Agreement shall be considered as having been given if delivered personally, or if mailed, by certified mail, postage prepaid to the addresses set forth above.
13. SURVIVAL: The rights and obligations of the parties pursuant to Sections 3, 4, 7, 8, 9, 11, 12, 13, 14 and 19 shall survive the termination or expiration of this Agreement.
14. GOVERNING LAW/DISPUTES: The parties intend that this Agreement shall be governed by the laws of State of North Carolina without giving effect to its choice of law principles. Venue and jurisdiction for any cause of action arising out of the performance or alleged breach of this Agreement shall solely reside in the courts of Wake County, North Carolina.
15. FORCE MAJEURE: Neither party shall be liable for defaults or delays in performance of any obligation under this Agreement where such failure or delay is caused by force majeure, being any event, occurrence or circumstance reasonably beyond the control of that party, including but not limited to the following: failure or delay caused by or resulting from acts of God, strikes, fires, floods, accidents, wars, riots, restrictions imposed by any governmental authority (including allocations, priorities, requisitions quotas and price controls).
16. ASSIGNMENT: CLIENT may not assign this Agreement without the prior written consent of SLATE.
17. NON-WAIVER: A party's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege hereunder shall not be deemed to waive any other right or privilege.
18. THIRD PARTY RIGHTS: This Agreement does not establish third-party beneficiary rights in any party.
19. SEVERABILITY: If any provision of this Agreement is held invalid, such invalidity shall not affect the other provisions of this Agreement.
20. ENTIRE AGREEMENT: This Agreement, with its Addendum A, embodies the complete, exclusive and final agreement between the parties with respect to Services and can be modified only by written amendment signed by both parties.