1. All Parties and Background Notice: For the purpose of these Terms and Conditions, “Industrial Repair Service” shall mean Industrial Repair Service, Inc. “Customer” shall mean the person or entity identified in the related quote, purchase/sales order, or RMA (defined in Section 10 below) that is seeking to purchase products and/or services from Industrial Repair Service. Industrial Repair Service is a service provider for repairs for industrial and commercial electrical, mechanical, electronic controls, automation, and motion products, serving various industries.

  2. Relationship of the Parties: Customer and Industrial Repair Service are independent contractors, and nothing in this Agreement makes either party the agent or legal representative of the other party. Neither party has authority to assume or to create any obligation on behalf of the other party.

  3. Application: For the purposes of these Terms and Conditions, “Equipment” will mean equipment, parts, supplies, materials, systems or other personal property. These Terms and Conditions, together with Customer’s related purchase/sales order, RMA, or quote, govern the relationship between Customer and Industrial Repair Service and apply to: 1) all sales of Equipment by Industrial Repair Service to Customer; 2) all manufacturing, assembling, integration, upgrading and/or engineering of Equipment by Industrial Repair Service for Customer; and/or 3) all repairs to Equipment by Industrial Repair Service for Customer. Customer acknowledges and agrees that these Terms and Conditions are incorporated in, and are a part of, each quote, purchase order, RMA, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale, manufacture, assembly, integration, upgrade and/or engineering of equipment by Industrial Repair Service to Customer and/or repair of equipment by Industrial Repair Service for Customer (such documents including these Terms and Conditions are collectively referred to as the “Agreement”). The Agreement represents the complete and exclusive statement of the parties' agreement and supersedes any prior discussions, negotiations, agreements, and understandings. Any modifications proposed by Customer are not part of the Agreement in the absence of Industrial Repair Service’s written acceptance thereof in a separate writing. Any terms or provisions in the Customer’s Purchase Order, RMA, or quote which are in any way inconsistent with those in this Agreement shall be null and void and the Terms and Conditions herein shall control. The acceptance or approval of Industrial Repair Service’s quote or the issuance or placing of a purchase order or RMA by Customer shall constitute acceptance of these Terms and Conditions.

  4. Quotes: All quotes from Industrial Repair Service must be in written form or by electronic communication (i.e., email or text). No verbal quotes will be valid. Customer acknowledges that only written quotes that specifically identify the equipment and quantity being sold, manufactured, assembled, integrated, upgraded, engineered, serviced and/or repaired by Industrial Repair Service may be relied upon by Customer. All clerical errors in quotes are subject to correction by Industrial Repair Service. All quotes must be approved by the Customer, first, prior to the commencement of repairing or replacing the Equipment. If Customer decides not to have an item repaired after it has been received by Industrial Repair Service for evaluation and quoted, it will be returned to the Customer freight collect. Customer’s item will also be returned to Customer, freight collect, if it is not authorized by Customer for repair within 90 days following the date that the approved quote for repair has been provided by Industrial Repair Service. Industrial Repair Service will make reasonable attempts to contact the Customer verbally, in written form, or electronic communication to return the item to the Customer.

    Customer shall inform Industrial Repair Service of any management changes within Customer’s company structure. Customer acknowledges that any unapproved item(s) that have been stored in an Industrial Repair Service facility after 365 days will be forfeited and shall become property of Industrial Repair Service. Industrial Repair Service will make reasonable attempts to contact the Customer verbally, in written form, or electronic communication but if no response from the Customer is received, Industrial Repair Service has the right to dispose of the item and/or Equipment.

    Customer acknowledges that: (i) not all items are repairable, (ii) that when repair is in process, there are situations wherein it is discovered that the item has extensive damage, and (iii) parts may be unavailable, which may cause the items to be unrepairable. If Industrial Repair Service determines, in its sole discretion, that an item is not reasonably capable of being repaired, then Industrial Repair Service will make reasonable efforts to quote Customer on a comparable exchange or on a new comparable item of equipment. If none of these options fulfill the Customer’s requirements, then Industrial Repair Service will return and ship the Customer’s item back to the Customer via ground transportation at no charge to the Customer or Industrial Repair Service will dispose of the item if so requested by Customer.

    Customer acknowledges that shipping, credit card fees, processing fees, and wire transfer fees are not reflected on the initial quotes from Industrial Repair Service. Accordingly, all shipping, credit card fees, processing fees, and wire transfer fees are additional costs, to the Customer, and all such costs will be included on the final billing statement unless expressly provided otherwise in this Agreement or in writing by Industrial Repair Service.


  5. Pricing: Industrial Repair Service prices Equipment, services and other related items shown in any Industrial Repair Service publication, including but not limited to catalogs, brochures, and Web sites, on a flat rate basis. Industrial Repair determines a price by taking into account, among other things, new costs, past history, and current market repair pricing for that item. Flat rate pricing ensures that an evaluation fee is never charged. All transactions are in U.S. Dollars. Such publications are used only as a source of general information, and any prices shown therein are subject to confirmation by Industrial Repair Service with a specific quotation and/or an accepted purchase order or RMA. Unless otherwise agreed in writing between Industrial Repair Service and Customer, Industrial Repair Service reserves the right to increase or decrease any price with any such increase or decrease to apply to any purchase order or RMA that has not been accepted by Industrial Repair Service as of the effective date of such change. However, such price changes will not apply to any purchase orders that have been accepted by Industrial Repair Service, or pursuant to which Equipment has been shipped and billed prior to the effective date of the price change. Prices do not include related freight charges, duties, customs’ charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority or by any shipper (collectively, “Taxes and Fees”) unless otherwise expressly agreed to in writing by Industrial Repair Service, all of which charges and taxes shall be paid by the Customer. Delivery of Equipment will be F.O.B. point of origin and all transportation costs for all Equipment shipped by Industrial Repair Service shall be billed to and prepaid by the Customer or charged to the Customer’s consignee freight account.

  6. Taxes and Fees: Prices quoted do not include (and Customer shall pay) all Taxes and Fees of any kind that may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale, service, repair or delivery of the Equipment by Industrial Repair Service including, but not limited to, sales, use, excise or similar taxes, shipping or credit card fees, wiring fee, with the exception of Industrial Repair Service’s income tax obligations arising out of the sale of the Equipment or repair services by Industrial Repair Service.

  7. Terms of Payment and Late Fees: Unless otherwise specifically agreed in writing by Industrial Repair Service, the total price for Equipment or services provided by Industrial Repair Service to Customer is due and payable to Industrial Repair Service, without any setoff or other deductions. Industrial Repair Service may, in its sole discretion, extend to Customer an open credit account in accordance with and subject to the terms specified in the Industrial Repair Service standard Credit Agreement, a copy of which shall be provided to Customer upon request.

    Payment tendered at (or before) time of invoice may be made in the form of cash, check, wire transfer, ACH/EFT, or accepted credit card in U.S. Dollars. Open account credit may be extended at Industrial Repair Service’s sole discretion upon satisfactory credit review and will be subject to the terms specified in Credit Agreement.

    Any amounts due by Customer to Industrial Repair Service that remain unpaid 30 days following the date of Industrial Repair Service’s invoice will bear interest on the unpaid balance at the rate of one and one-half percentage rate (1.5%). The accrual or payment of any interest as provided above will not constitute a waiver by Industrial Repair Service of any rights and remedies in connection with a default by Customer. Customer will pay all court costs, attorney fees, and other costs incurred by Industrial Repair Service in collecting past-due amounts, including, without limitation, interest. Industrial Repair Service may use, in its discretion, third part collection services in the event of past due invoices.

    If shipment or delivery of Equipment is delayed by or at the request of Customer, payment will remain due in full 30 days from the date of Industrial Repair Service’s invoice.

  8. Method of Payments: Industrial Repair Service offers several payment options that are secure, easy, and flexible. For questions regarding credit within the U.S. call our Accounting Department 800-950-2349 for further instructions. Industrial Repair Service accepts designated credit cards, wire transfers, ACH/EFT, cash, checks, and Net 30 credit terms as forms of payment. In order to process payment with Industrial Repair Service, Customer will need to call into our Accounts Receivable department at 800-950-2349 or email: ar@industrialrepair.net. Customer must provide a valid invoice number, packing slip number, or S-number in order to process payment.

    Credit Cards: Industrial Repair Service accepts the following credit cards: VISA, MasterCard, and American Express. Customer acknowledges that a 3.9% processing fee will apply to all invoices being paid by credit card. The processing fee will be shown on Customer’s final invoice billing but it will not be part of Industrial Repair Service’s initial quote for repair.

    Checks and/or Cash: For payments in cash or by checks, please mail all payments as follows:

    Industrial Repair Service
    Attn: Accounts Receivable
    2650 Business Drive
    Cumming, GA 30028

    Wire Transfer: PPayments via wire transfer shall be made to the designated account of Industrial Repair Service, payable to Industrial Repair Service, Inc. Please contact Industrial Repair Service’s Accounts Receivable department 800-950-2349 for further wire transfer instructions. All wire transfer fees shall be paid by the Customer. Domestic wire fees are $50.00 and international wire fees are $75.00, subject to increase if there are increases in wire transfer charges to Industrial Repair Service.

    Net 30 Terms: Industrial Repair Service offers net 30 credit terms. Customer must contact our Accounts Receivable department at 800-950-2349. The Customer must complete a credit application. The completed form must be submitted in its entirety (including DBA if applicable): address, phone number, fax and Federal Identification Number (EIN). All credit applications must be signed.

    If Customer is exempt from sales tax, please include a copy of Customer’s tax exemption certificate. Customer will be notified by the Industrial Repair Service Accounting Department if further information is required. Customer will receive an email from the Industrial Repair Service Accounting Department with a confirmation letter stating said customer ID#, credit limit, and payment terms.

  9. Security Interest: As security for payment of all amounts due to Industrial Repair Service, Customer grants to Industrial Repair Service a security interest in all Equipment sold or repaired by Industrial Repair Service. Industrial Repair Service will have all rights of a secured party under the Uniform Commercial Code (UCC) with respect to the Equipment. Customer hereby appoints Industrial Repair Service as its attorney-in-fact with authority, at Industrial Repair Service’s option, to take such actions as Industrial Repair Service deems necessary to perfect its security interests in any one or more jurisdictions including, but not limited to, filing a financing statement, and Customer shall pay all applicable filing fees.

  10. Warranty Terms: Equipment purchased from Industrial Repair Service may not be covered by the manufacturer’s warranty because Industrial Repair Service is not an “authorized” dealer of the Equipment. However, the Equipment is covered by Industrial Repair Service's In-Service Warranty, the terms of which are set forth below:

    Industrial Repair Service currently offers two (2) In-Service Warranties. The first Warranty is for 18 Months and applies to all motors, mechanical, and robotics. The second Warranty covers electronics and extends to 24 Months. The 24 Month In-Service Warranty commenced January 1, 2018 and does not apply to previous electronic services for prior years.

    Industrial Repair Service Warranty covers the entire unit and not just the parts repaired or replaced. The warranty does not begin until Customer installs the repaired unit back into the machine.

    All Warranties issued are provided by Industrial Repair Service, not the manufacturer. If the Customer wishes to make a warranty claim, the Customer shall provide notice using the following methods:

    1. Contact 800-950-2349 or 770-205-0040
    2. Email assigned Account Manager or our customer service department: customersvc@industrialrepair.net

    Upon receipt of a warranty claim, Industrial Repair Service will issue a Return Authorization Number (RMA). Industrial Repair Service will not accept any Warranty Claim without a valid, PO or RMA. Any warranty provided herein by Industrial Repair Service is available only if (1) Industrial Repair Service is promptly notified in writing upon discovery of an alleged defect, but in all cases within the applicable warranty period, and (2) Under a warranty claim, Customer agrees to allow Industrial Repair Service the opportunity to conduct a full warranty evaluation of the Equipment. Industrial Repair Service’s warranty evaluation examination of the subject Equipment discloses, to its satisfaction, that the Equipment is defective and that any defect has not been caused by misuse, neglect, improper installation, improper operation, improper maintenance, repair or alteration, improper storage or handling, abnormal temperatures, moisture, dirt or corrosive conditions, accident, an act of God or unusual deterioration or degradation of the Equipment or parts thereof due to physical environment or due to electrical or electromagnetic noise environment, and (3) the Equipment has not been repaired during the applicable warranty period provided for herein by any individual, person, or entity other than Industrial Repair Service. If unit has been opened or tampered with by any individual, person or entity other than Industrial Repair Service all product warranties are subject to be void. (4) Any warranty claim that is received before the end of the warranty period must include Industrial Repair Service’s identifying bar code (S-number). This barcode identifies and tracks the history of the unit. If Customer removes unit barcode (S-number) all product warranties from Industrial Repair Service are subject to be null and void. (5) Upon filing a warranty claim with Industrial Repair Service, Customer agrees to give Industrial Repair Service at least one opportunity to repair Equipment again prior to considering the issuing of any type of a credit to the Customer’s account.

    Any Freight and rush fees for goods returned under warranty claims shall remain the responsibility of the Customer.

    Industrial Repair Service’s Warranty does not cover any abuse by the end user, acts of god, or damage caused by external issues. Our obligation is limited to the repair or replacement, at our choice, of any defective product free of charge to our Customer. If Industrial Repair Service decides that the product cannot be repaired or replaced, Industrial Repair Service shall credit Customer’s account in an amount equal to the amount paid to Industrial Repair Service. Credits are for in-house redemption only and are reflected as a dollar value on the Customer’s account. Credits may be used to pay open invoices or used toward future repairs with Industrial Repair Service. Industrial Repair Service does not offer cash refunds on in-house credits.

    In no event shall Industrial Repair Service be liable for any damages except actual damages up to, but not exceeding, the amount the customer paid to Industrial Repair Service for the applicable Equipment or service. Customer will indemnify and hold Industrial Repair Service harmless against any liability for any special damages including consequential damages, incidental damages, lost profits, costs, lost revenue, or expense (including attorney fees) arising out of or resulting from Customer’s actions or inactions that are contrary to these Terms and Conditions. Except as expressly provided in this Section 10, Industrial Repair Service makes no warranties of any nature whatsoever, including, but not limited to, warranties of merchantability and fitness of use for a particular purpose. Industrial Repair Service hereby disclaims any and all such other warranties.
  11. Limitation of Liability: Industrial Repair Service shall have no liability whatsoever to the Customer or its affiliates in an amount in excess of the amount paid by the Customer to Industrial Repair Service for the Equipment or for the service provided by Industrial Repair Service to Customer. In no event shall Industrial Repair Service be liable for special, incidental, exemplary, punitive, or consequential damages of any kind, including but not limited to, loss of profits or revenue, loss of use of the Equipment or any associated equipment, damage to associated equipment, tools or work in process, cost of capital, cost of substitute equipment, facilities or services, downtime costs, or claims of third parties or Customer for such damages, regardless of the cause or theory asserted. If Customer furnishes equipment to a third party, Customer first shall obtain from such third party a provision affording Industrial Repair Service and its suppliers the protection of this Section 11 and shall defend and indemnify Industrial Repair Service in the event it fails to do so.

  12. Delivery: All delivery dates and other schedules of performance by Industrial Repair Service are approximations and are based upon prompt receipt of all necessary information from Customer. Customer will use commercially reasonable efforts to deliver the Equipment and to otherwise perform its responsibilities hereunder in a manner that is consistent with the reasonable demands of its business. With respect to repair orders, delivery will be governed by the terms of the applicable quote. Customer shall be responsible for all delivery costs and shall bear the risk of any loss or damage in transit. In any event, any delay or failure of Industrial Repair Service to perform its obligations under the Agreement shall be excused. Industrial Repair Service will have no liability to Customer or any other person for such delay or failure. Further, Industrial Repair Service shall have no liability or responsibility for delay or failure that is caused by an event or occurrence beyond the reasonable control of Industrial Repair Service and without its fault or negligence including, but not limited to, strikes or labor disputes of any type; accidents, fire, floods, windstorms, explosions, natural disasters, sabotage, terrorism, acts of God, war, riots, epidemics, quarantine restrictions, or actions by governmental authorities; acts, omissions, or delays of Customer or any other third party; shortages of labor, materials or facilities; delays in transportation or transportation embargoes; or court injunctions or orders. In the event of such delay, the delivery date shall be extended for that length of time as may be reasonably necessary to compensate for the delay. Regardless of the reason for delay, Industrial Repair Service will not be liable for any incidental or consequential damages, or any Customer’s downtime, resulting from any delay.

  13. Packaging and Labeling: Unless otherwise specified, the Equipment provided by Industrial Repair Service to Customer shall be: (a) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice; (b) acceptable to common carriers at the lowest rate for the particular products and in accordance with applicable regulations; and (c) adequate to insure safe arrival at the named destination; provided, however, Industrial Repair Service shall not be liable for, and Customer shall bear the risk of, any loss or damage in transit. Industrial Repair Service shall mark all containers with necessary lifting, handling, and shipping information. If required packaging differs from Industrial Repair Service’s standard packaging, then the Customer shall be charged for the extra cost incurred by Industrial Repair Service for such packaging. If Customer purchases Equipment from Industrial Repair Service for resale by Customer and to which Customer, directly or indirectly, applies its own label (or its content), Customer shall ensure that the label contains the content and form as specified in writing by Industrial Repair Service, and as may be supplemented or amended by Industrial Repair Service from time to time. In the event Customer shall fail to comply with this paragraph, or any other provision of this Agreement, or shall otherwise fail to comply with any labeling requirements required by law, Customer shall defend, indemnify and hold Industrial Repair Service harmless from all costs, expenses, liability, damages, fines, penalties, judgments or losses arising with respect thereto.

  14. Packaging and Handling Fee: Industrial Repair Service charges a packaging/handling fee for all purchases and repair orders. This is a per order charge for packaging and handling supplies for products delivered to and shipped from our facility.

  15. Title and Risk of Loss: With respect to Equipment purchased from Industrial Repair Service, title to and risk of loss or damage to the Equipment will pass to Customer on delivery by Industrial Repair Service, F.O.B. to: (a) an Industrial Repair Service facility, (b) Industrial Repair Service supplier’s facility when Equipment is shipped directly from such supplier or the manufacturer, or (c) as otherwise specifically indicated and agreed to by Industrial Repair Service in writing. With respect to Equipment repaired by Industrial Repair Service, risk of loss or damage to the Equipment will pass to Customer on delivery by Industrial Repair Service, F.O.B. to: (a) an Industrial Repair Service facility, (b) Industrial Repair Service supplier’s facility when Equipment is shipped directly from such supplier or the manufacturer, or (c) as otherwise specifically indicated and agreed to by Industrial Repair Service in writing.

  16. Inspection and Acceptance: Customer will have 7 (seven) days from the date of delivery to inspect the Equipment for defects and nonconformance and to notify Industrial Repair Service, in writing, of any defects, nonconformance, or rejection of the Equipment. Equipment rejected as not conforming to the Agreement, or as otherwise defective, shall be returned at Customer’s initial expense, including transportation and handling costs, but subject to reimbursement by Industrial Repair upon acceptance of the defect claimed. If Customer does not acknowledge acceptance, then acceptance by Customer of Equipmentshall be deemed to have occurred no later than seven (7) days following delivery of such Equipment to Customer, unless a timely and proper rejection has been made by that date. Accordingly, following such seven (7) day period, Customer will be deemed to have irrevocably accepted the Equipment, if not previously accepted or rejected. After acceptance, Customer will have no right to reject the Equipment for any reason or to revoke acceptance. Claims for damage due to shipping must be made by Customer to the freight carrier, and Customer agrees that Industrial Repair Service shall not be liable for any of such damages.

  17. Return of Equipment: All returns will be pursuant to Industrial Repair Service’s instructions and, except as otherwise provided in these Terms and Conditions, subject to Industrial Repair Service’s written acceptance of such return. Customer must contact Industrial Repair Service for a Return Material Authorization Number (RMA) before returning any Equipment. All returns must reference the RMA number along with the original invoice number and the reason for the return on all warranty and non-warranty returns. Non-warranty returns are subject to applicable restocking and transportation charges and other conditions of return.

    Equipment returned for credit must be carefully packed so as to reach Industrial Repair Service without damage. Industrial Repair Service will not be responsible for any damages occurring to Equipment after delivery of the Equipment to Customer and prior to its return to and acceptance by Industrial Repair Service as provided below, including, without limitation, damage that is caused by the shipper or courier delivering such Equipment. Returned Equipment remains Customer’s property until such Equipment is received, inspected, and accepted for return by Industrial Repair Service.

  18. Cancellation or Termination: All purchase orders or RMA that have been accepted by Industrial Repair Service are considered final and binding and may not be cancelled, altered or terminated by Customer except upon terms and conditions acceptable to Industrial Repair Service. In no event may Customer cancel any special or custom order. Any deposit or advance payment made by Customer in connection with a cancelled purchase order may be applied by Industrial Repair Service to cancellation charges and restocking fees. All Equipment that is the subject of a cancelled purchase order shall remain the sole and exclusive property of Industrial Repair Service.

    19. This Agreement may be terminated as follows:

    1. By mutual agreement of Industrial Repair Service and Customer;
    2. By Industrial Repair Service, on thirty (30) days prior written notice, in the event that: (a) Customer breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within such thirty-day period; (b) Industrial Repair Service reasonably believes that Customer's financial condition places it in a position of being unlikely to be able to meet its contractual obligations; (c) Customer defaults under any other material contract to which it is a party; or (d) Customer sells, assigns or transfers all or substantially all of its assets, a majority of its voting stock or merges with another entity.
    3. By Customer, upon one hundred twenty (120) days prior written notice, in the event that: (a) Industrial Repair Services breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (b) Customer reasonably believes that Industrial Repair Service’s financial condition places it in a position of being unlikely to be able to meet its contractual obligations; (c) Industrial Repair Service defaults under any other material contract to which it is a party; or d) Industrial Repair Service sells, assigns or transfers all or substantially all of its assets, a majority of its voting stock or merges with another entity, unless Industrial Repair Service is the surviving corporation in any such merger.

    In the event of default under the Agreement by Customer that is not cured within thirty (30) days after notice by Industrial Repair Service, Customer will pay to Industrial Repair Service on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by the manufacturer) incurred directly or indirectly by Industrial Repair Service in connection with the Agreement, all as reasonably determined by Industrial Repair Service, plus any profit to be negotiated with Customer. No termination by Customer for an alleged default shall be effective unless and until Industrial Repair Service shall have failed to correct such alleged default within one hundred twenty (120) days after receipt by Industrial Repair Service of written notice specifying such default.

  19. Field Services and On-Site Training: Industrial Repair Service provides a separate agreement to Customer(s) requesting Field Services or On-Site Training. The separate agreement is subject to and must be consistent with scheduling acceptable to Industrial Repair Service. Industrial Repair Service will make available to Customer, at Customer’s expense, technical support services relating to the Equipment at the rates then imposed by Industrial Repair Service, together with any out-of-pocket expenses incurred by Industrial Repair Service in connection with the technical support, parts, and materials. Customer will pay all reasonable travel, living expense/hotel, mileage, and meals associated with rendering Customer Field and On-Site Service, as well as, service charges for personnel at current service rates as stated hereto.

    Standard Time Rate: Monday–Friday, 8:00am-4:30pm, $200/hr (4hr min)

    Overtime Rate: Monday-Saturday, Outside above hours, $300/hour

    Premium Rate: Holidays and Sunday, Any Hours, $400/hour

    By Customer signing Industrial Repair Service’s Field Service/On-Site Training Agreement, Customer agrees to pay the stated rates and Customer acknowledges that payment is not contingent on status of the Equipment and is solely based on time, material, and expenses.

    20.
  20. Emergency RUSH Services: In order for Industrial Repair Service to move a unit to the front of the line on a technician’s bench, all RUSH orders require a surcharge. Industrial Repair Service offers two (2) rush service options. For an additional 25% or $100.00 (whichever is greater), Industrial Repair Service will make reasonable attempts to get Customer’s item repaired and shipped within 24 - 48 hours. For an additional 10% or $50.00 (whichever is greater), Industrial Repair Service will make reasonable attempts to get the item repaired and shipped within 3 to 5 days. If the 24 - 48 hour time frame cannot be met, the pricing will be adjusted to a 3-5 day rush. If the 3-5 daytime frame is not met, then the rush fee will be removed.

  21. Access and Confidentiality: Any access to Industrial Repair Service facilities, records, or data by Customer or customer(s) of Customer, as well as respective agents or representatives of Customer, for whatever purpose, shall exclude access to proprietary processes and information. Such limited access is subject to the approval of an officer of Industrial Repair Service. In addition, any such access shall be conditioned upon execution of Industrial Repair Service’s Workplace Visitor Policy addressing confidentiality and waiver of premise liability claims by Customer. Customer recognizes that Industrial Repair Service is the owner of, and/or in possession of certain confidential and proprietary information relating to the development and application of the Equipment, which may include specifications, technological know-how and other types of information or related data. Customer shall not, directly or indirectly, use, disclose, disseminate, or otherwise publish to any third-party any technical or proprietary information.

  22. Modifications and Waiver of Entire Agreement: Except as expressly set forth in this Agreement, neither party makes any warranties, express or implied, statutory or otherwise. The Agreement contains the entire agreement between Industrial Repair Service and Customer, and this Agreement can only be modified, amended or rescinded by written agreement signed by both parties. Industrial Repair Service reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computations, that may exist in the Agreement or any related documentation. The Agreement shall be binding upon the parties and their respective heirs, representatives, successors, and permitted assigns. Failure of either party to insist on strict performance of the Agreement will not be construed as a waiver of any term or condition of the Agreement. Section headings are for convenience of reference only and are not to be construed as being a part of these Terms and Conditions.

    Any document submitted by Customer to Industrial Repair Service confirming its intention to purchase or to request the repair of Equipment (purchase orders, quote, pre-quote, RMA, releases, etc.) will be deemed to constitute a confirmation and acceptance of this Agreement, including these Terms and Conditions, even if such document states terms in addition to or different from those in the Agreement. Accordingly, all agreements between Industrial Repair Service and Customer will be solely pursuant to the terms and conditions of the Agreement and these Terms and Conditions, and Industrial Repair Service expressly rejects any and all additional or different terms contained in any document submitted by or on behalf of Customer. The execution by Industrial Repair Service of any other document submitted by Customer in connection with the purchase or repair of Equipment does not constitute acceptance of or agreement to any terms and conditions that are different from those contained in this Agreement . In addition, notwithstanding any terms contained in any documents submitted by Customer in connection with the purchase of Equipment, the acceptance of delivery by Customer of Equipment from Industrial Repair Service described in the Agreement constitutes a Customer’s agreement to the terms and conditions of the Agreement and these Terms and Conditions, to the exclusion of any additional or different terms and conditions.

  23. Compliance with Laws: Customer will be responsible for compliance with any and all federal, state, or local laws or regulations respecting safety or respecting use of the Equipment and shall indemnify and hold Industrial Repair Service harmless from and against any and all claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance, possession, use or operation of the Equipment, unless such claim results from the improper installation of the Equipment by Industrial Repair Service.

    In the event any of the terms of the Agreement are to be unenforceable invalid, then such invalidity or unenforceability shall not invalidate any of the other terms of the Agreement, and the Agreement shall continue in force. Further, any such invalid or unenforceable terms shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted by law the intent of the parties set forth in this Agreement. The invalidity or unenforceability of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof; provided, however, the foregoing shall not prevent this entire Agreement from being void should a provision which is the essence of this Agreement be determined to be void.

  24. Standards Usage: Industrial Repair Service’s guidelines on any company trademarks and logo usage must be followed in order to maintain brand integrity. Requiring consistent use of the trademarks and logos in all graphic (print, electronic, etc.) applications will help to maintain brand integrity and will assist in maintaining and growing customer and brand awareness. Customer shall not remove or destroy or alter any copyright notices, trademarks, or other proprietary markings, documentation or other materials. Industrial Repair Service’s Marketing Department must consent in writing to any marketing materials involving Industrial Repair Service that are to be released by Customer, including promotions, advertisements, flyers, line cards/brochures, teaser sheets, and Website. To inquire about the Industrial Repair Service Standard Package, please email our Marketing Department: marketing@industrialrepair.net.

  25. Governing Law and Jurisdiction: The Agreement will be governed by and construed in accordance with the laws of the State of Georgia, and any dispute arising hereunder that is not resolved through informal dispute resolution procedures, shall be resolved exclusively in the courts sitting in Forsyth County, Georgia or the United States District Court, Northern District of Georgia and such courts shall have exclusive jurisdiction as to such disputes.

  26. Authority: No signature to these Terms and Conditions shall be required as a precondition to the enforcement of the Agreement and the Terms and Conditions. If Industrial Repair Service requests a signature to these Terms and Conditions, these Terms and Conditions may be executed in counterparts (including counterpart facsimiles or by electronic signatures) and each counterpart shall be deemed to be an original instrument, but all counterparts shall together constitute one agreement. In that event, each signatory represents that it has all requisite authority to execute the Agreement on behalf of its principal and that the Agreement is fully enforceable against the principal in accordance with its terms.
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