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WESTON GENERAL TERMS AND CONDITIONS
<br /> 1. Partes. References herein to WESTON mean the entity,division, or omissions or events which are beyond the control of WESTON.Costs
<br /> affiliate orsubsidiary,corporation ofROYF.WESTON,INC.(WESTON.) and schedule commitments shall be subject to renegotiation for unreason-
<br /> with whom CLIENT has entered into an Agreement to which these General able delays caused by CLIENT's or third parry's failure to provide
<br /> Terms and Conditions are attached. specified facilities or information.The time for performance of this Agree-
<br /> 2. Contract Documents/Order of Precedence. The Contract Docu- ment shall be extended proportionately in the event WESTON is delayed
<br /> ments consist of the Agreement(the term"Agreement" is defined as the in the performance of this Agreement by such causes.Additional compen-
<br /> document containing the written understanding of the Patties and may solely sation may be due WESTON in accordance with the provisions of Article
<br /> comprise WESTON's Proposal Letter in situations where no other formal 3 hereof.
<br /> agreement is executed by the Parties),Addenda,WESTON General Terms 6. Payments. Invoices will be submitted periodically(customarily on
<br /> and Conditions, Special Terms and Conditions, Change Orders or other a monthly basis),and terms are net cash in U.S.dollars,due and payable
<br /> written modifications to the Agreement,Specifications,and Drawings. In upon receipt of each invoice.Invoices not paid within thirty(30)days of
<br /> the event of any ambiguity and/or inconsistency between the various receipt by CLIENT are considered overdue and shall be subject to an
<br /> Contract Documents,the following descending order of precedence shall additional charge at the rate of one andone-halfpercent(l v2%)permonthor
<br /> apply: the maximumcharge legally permissible.In addition,WESTON may,after
<br /> (a) Change Orders or other written modifications to this Agreement. giving seven(7)days written notice to CLIENT,suspend services without
<br /> (b) Agreement,(Scope of Work,Special Terms and Conditions, liability until CLIENT has paid in full all amounts due WESTON on
<br /> General Terms and Conditions,and Addenda). account of services rendered and expenses incurred,including interest on
<br /> (c) Specifications. past-due invoices.For purposes of this Agreement"days"means business
<br /> (d) Drawings. days.Payment of invoices is not subject to discounting by CLIENT.Time
<br /> In the event of any ambiguity and/or inconsistency between or among is of the essence in payment of invoices,and timely payment is a material
<br /> Change Orders,Addenda or written modification,a later dated document part of the consideration of any Agreement between WESTON and
<br /> will take precedence over an earlier dated document. CLIENT.
<br /> 3. Changes. CLIENT may make changes within the general scope of Invoice amounts in dispute shall not affect CLIENT's obligation to pay
<br /> the Agreement in the Work and Services(as described in the Scope of Work) remaining invoice charges.
<br /> to be performed. All oral changes to this Agreement must be confirmed in Where the method of contract payment is based on a cost reimbursement,
<br /> writing and signed by the Parties. If any such changes cause an increase in time and material,labor hour,or fixed rate basis,the following provisions
<br /> WESTON's costs and/or increase the time required for or the nature of shall apply:
<br /> performance oftheAgreement(require Additional Work or Extra Work),
<br /> WESTON shall so notify CLIENT within five(5)days of receipt of the (a) The minimum time segment for charging of field work is four(4)
<br /> change ordernotification andan equitable adjustmentin compensation shall hours. Where applicable, rental charges will be applied to the
<br /> be made through aChange Order or Modification signed by WESTON and Project to cover the cost of pilot-scale facilities or equipment,
<br /> CLIENT. WESTON shall have no obligation to proceed with such apparatus, instrumentation, or other technical machinery. When
<br /> Additional or Extra Work until all appropriate Change Orders or Modifica- such charges are applicable,CLIENT will be advised at the start of
<br /> tions have been signed by the parties. WESTON shall not be in default an assignment,task,or phase.
<br /> hereunder for any such refusal to proceed with Additional or Extra Work. Analyses performed in WESTON's laboratories will be billed in
<br /> Additional Work means the services and/or equipment provided at accordance with the laboratory's standard billing practices unless
<br /> CLIENT's direction and/or request or with CLIENT's consent that are specified otherwise in the proposal or agreement.
<br /> quantitatively in addition to the amount of such services and/or equipment (b) Expenses properly chargeable to the Work which are reimbursable
<br /> described in the Contract Documents and that produce additional costs and/ at cost shall include but are not limited to: travel and subsistence
<br /> or labor and/or labor inefficiency for which WESTON will receive addi- expenses of personnel(which may be charged on aper diem basis)
<br /> tional compensation. when away from their office on business directly or indirectly
<br /> Extra Work means services and/or equipment provided at CLD?NT's connected with the Project;identifiable communication,shipping,
<br /> direction and/or request or with CLIENT's consent that differ qualitatively printing,and reproduction costs;subcontractors;identifiable draft-
<br /> or in character from services and/or equipment described in the Contract ing and stenographic supplies;computer time and software;and
<br /> Documents and that produce additional costs and/or labor and/or labor expendable materials and supplies purchased specifically for the
<br /> inefficiency for which WESTON will receive additional compensation. Project.At least a ten percent(10%)handling and administrative
<br /> 4. Litigation Support. CLIENT and WESTON agree that hazardous charge will be added to those foregoing items which are purchased
<br /> waste projects may involve someform of legal process orproceedings during from outside sources (as more fully described in WESTON's
<br /> or after performance of the project. Such legal process or proceedings billing rate sheets,if applicable).When WESTON,subsequent to
<br /> normally include production of records,forms of discovery such as deposi- initiation of services,finds that specialized equipment is needed to
<br /> tions and interrogatories,filings and court testimony. perform the services,it will notify CLIENT of such requirement
<br /> CLIENT agrees that if WESTON participates in such legal process or and purchase the equipment for CLIENT as a reimbursable ex-
<br /> proceedings to which WESTON is not a party,CLIENT shall reimburse pense.
<br /> WESTON for such participation.WESTON shall be reimbursed for labor, (c) Invoices will be submitted on WESTON's standard invoice format
<br /> reproduction costs,travel expenses,legal fees and such other expenses as are which typically shows labor hours worked and total expenses,but
<br /> reasonable and necessary in connection with the legal process or proceed- not actual documentation(e.g.,time sheets and expense receipts).
<br /> ings. If additional detail or actual invoice documentation is requested by
<br /> Prior to any participation,WESTON shall notify CLIENT and advise CLIENT,the labor and expenses associated with gathering,sort-
<br /> CLIENT of the estimated cost. ing,highlighting,mailing and copying supporting documentation
<br /> 5. Force Majeure. WESTON will not be responsible for delays will be billed to CLIENT on subsequent invoice(s).
<br /> attributable to acts of God,acts of third parties,weather, intervention of Where the method of contract payment is based on a fixed priceflump
<br /> public authorities,work stoppages,changes in applicable laws orregulations sum basis,then invoices will be submitted based on the billing schedule as
<br /> after the date of commencement of performance hr rider or any other acts proposed by WESTf is mutually agreed by the parties.
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