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WESTON GENERAL TERMS AND CONMMNS
<br /> 1. Parties References herein to WESTON meas the entity,division, or omissions or events which we beyond the control of WESTON.Costs
<br /> affiliate or subsidiary corporation of ROY F.WESTON,INC.(WFSTON®) and schedule commitments shall be subject to renegotiation for ummon-
<br /> with whom CLIENT has entered into an Agreement to which these General able delays caused by CL1En71a or third party's failure to protide
<br /> Terms and Conditions are attached. specified facilities or infortnaticn.The time for performance of Bus Agree-
<br /> 2. Contract Documents/Ordar of Precedence. The Contract Docu- ment shall be extended proportionately in the event WESTON is delayed
<br /> merits 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 Parties andmay solely sarion may be due WESTON in accordance with the provisions of Article
<br /> comprise WESTON's Proposal Litter 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 terma 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 attherateofoneand one-half percent(I vcu)permonth or
<br /> apply. themazimum chmge legally permissible.Li addition,WESTON may,after
<br /> (a) Change Orders or other written modifications to this Agreement. giving seven(7)days writer notice to CLIENT,suspend services without
<br /> (b) Agreement,(Scope of Work,Special Terms and Cendidons, llabWty until CLIENT has paid in full all amounts due WESTON on
<br /> General Terms and Conditions,and Addenda). account of services mndcred and expenses incurred,including interest on
<br /> (e) 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 andlor inconsistency between or among is of the easeree 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. CbangeL CLIENT may make changes within)he 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 9cope ofWork) remaining invoice charges,
<br /> to be performed. All oral changes to this Agreement must be confirmed in Wherethemethod ofcentractpaynttntiabasad on a cost reimbursement
<br /> writing and signed by the Parties. If any such changes cause in increase in time and material,labor bom 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 /> performs ceofthe Agreement(requlreAdditionalWork orExtraWork),
<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 fret(4)
<br /> change ordernotifiestion and at equitable adjustmentin compensation shall hours. Where applicable, rental charges will be applied to the
<br /> be made through a Change 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, insmumentation, or other technical machinery. When
<br /> Additional or Extra Work until all appropriate Change Orden or Modifica- such chuges are applicable,MLIEvNT wiD he advised at the sten of
<br /> tions have been signed by the parties. WESTON shall not be to default an assignment,task,of phase.
<br /> hereunder for any such refusal to proceed with Additional or Extra Work. Analyses performed in WESTON's laboratories will be billed to
<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 amoont of such services and/or equipment (b) Expenses property 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 /> ar labor and/or labor inefficiency for which WESTON will receive it"- expenses of personnel(which may be charged on a par diem basis)
<br /> tional compensation. when away from their office on business directly or tadirecty
<br /> Extra Work means services and/or equipment provided at CLIENT's connected with the prcjcc4 idendfiable communication,shipping,
<br /> direction and/or request or with CLIENT'sconsent that differ qualitatively printing,and reproduction oosts;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 tan percent(10%)handling and administrative
<br /> a. L dgatfon 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 Hilly described in WESTON's
<br /> or after performance of the project Such legal process or ptocerlhngs billing rate sheers,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 CLT&NT of such requirement
<br /> CLIENT agrees that if WESSON participates in such legal process or and purchase the equipment for CLIENT w a rai.-rbursable ax-
<br /> procoedings to which WESTON is not a pub'.CLIENT shall reimburse parse.
<br /> WESTON for such participation.WESTON shall be reimbursed for labor, (c) Invoicsawill he 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 conneCdon with the legal process or proceed- not actual documentation(e.g..time sheets and expense receipts).
<br /> uigs, If additional detail or actual invoice documentation is raqueared by
<br /> Prior to any participation.WESTON shall notify CLIENT and advise CLIENT,the labor and expenses associated with gathering,son-
<br /> CLIENT of the estimated cost iug,highlighting,mailing and copying supporting documentation
<br /> 5. Force Majaura. WESTON will not be responsible for delays will be billed to CLIENT on subsequent invoice(&).
<br /> attributable to acts of God, acts of third parties,weather,intervention of Where the method of contract payment is based on a fixed price/lump
<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 cotmnencament of performainee bareunder or any other acts proposed by WESTON as mutually agreed by the parses.
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