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AMD Environmental Consultants, Inc. 72 E Niagara St Suite 100 Tonawanda, NY 14150 Office: 716-833-0043 Fax: 716-241-8689 www.amdenvironmental.com TERMS AND CONDITIONS CARD PAYMENT CONVENIENCE FEE. A fee of 3% will be added to all card payments. To keep our prices fair, we are passing this cost onto card- paying customers. This fee can be avoided by paying with cash or check, DISPUTE RESOLUTION. Any claims or disputes between AMD and Client arising out of the services to be provided by AMD or arising out of this Agreement, and/or any claims or disputes between AMD and any other party, entity or individual arising out of the services to be provided by AMD under this Agreement, shall be submitted to non-binding arbitration or mediation in Niagara Falls, New York. if mediation fails to resolve the dispute, any legal action or proceeding arising out of ihe services to be provided by AMD or arising out of this Agreement between AMD and Client, and/or AMD and any other party. entity or individual, shall have a venue exclusively in Supreme Court of the State of New York held in and for the County of Niagara or United States District Caurt for the Western District of New York. DAMAGES. Any damages for which AMD may be liable to Client and/or any other party, entity or individual shall not. in any event, exceed the cash price of this Agreement. DISCLAIMER. All services and procedures performed by AMD under this Agreement are performed in accordance with recognized methodologies. AMD is not tiabie for data interpretation by individuals or entities who are not AMD’s employees or agents. _SEVERABILITY. in the event one or more of.the provisions of this Agreement ar any application thereof shall be held invalid, unenforceable or illegal, the validity, enforceability and legality of the remaining provisions artd any other application shall not in any way be impaired thereby. RESERVATION OF RIGHTS OF DISPUTE. In the event that AMD is required to, otdeems.it appropriate, to proceed with and complete any work which is the subject of a dispute or claim between AMD and Client, and/or AMD and any other party, entity or individual arising out of the services to be provided by AMD under this Agreement, AMD may, if it deems appropriate, but is not required to, proceed with such work, and thereafter or contemporaneously, file for arbitration or mediation without waiving any rights, claims or defenses it may have. ATTORNEYS FEES. in the event arbitration, mediation or a legal action or proceeding is instituted for the enforcement of any term or conditionof this Agreement, and/or in the event that a claim or dispute arises out of the services to be provided by AMD or arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney fees in said action or arbitration, in addition to costs and reasonable expenses in the prosecution or defense of-said action or arbitration. PAYMENT TERMS. The Client hereby agrees to pay AMD for all services performed and ail costs incurred, Invoices for AMD services shal!’be submitted to Client, at AMD's option, either upon completion of the services or on a monthly basis. Invoices shall be payable upon receipt. FAILURE TO MAKE PAYMENT. Should any invoice not be paid within ten (10) business days after receipt, AMD at its option may, without walving any claim or right against Client, and without liability whatsoever to Client, treat said lateness as a material breach of this Agreement and justifiably suspend performance of services or refuse to complete the balance of this Agreement. Accounts unpaid thirty (30) days after the invoice date may be subject to a monthly services charge of one and a half percent (1.5%) on the unpaid balance. In the event any portion of an account remains unpaid sixty (60) days after billing, AMD may institute collection actions or proceedings and Client shall pay all costs of collection, including reasonable attorneys’ fees. RETENTION OF PAYMENT. Cilent is authorized only to withhold retention from AMD to the extent that funds are withheld from Client for the work performed by AMD. In no event shall Client withhoid more than ten percent (10%) of payments due AMD. All retentions must be paid to AMD within thirty (30) days of the date AMD substantially completes all its work. RETENTION OF WORK PRODUCT. Should any invoice not be paid within ten (10) business days after receipt, AMD at its option may, without waiving any claim or right against Client, and without liability whatsoever to Cllent, treat said lateness as a material breach of this Agreement and justifiably withhold any and all work product arising out of the services to be provided by AMD or arising out of this Agreement including, but not limited to, assessment and/or consulting reporting, analysis and/or recommendations. ITEMS NOT RESPONSIBILITY. Unless specifically included in this Agreement, AMD shail not be held responsible for any existing violations of applicable regulations, ordinances, laws or statutes, whether cited by the appropriate authority or not, AMD is not responsible for any abnormal or unusual preexisting conditions. FORCE MAJEURE. Neither party shall be considered in default in the performance of any obligation hereunder to the extent that performance of such obligation is prevented or delayed by events, occurrences and/or conditions that could not be reasonably foreseen by AMD or that are out of the reasonable control of AMD, which include but are not limited to, fire, flood, explosion, strike, labor disputes, lockouts, war, insurrection, embargo, government requirement and/or act of god. EXTRA SERVICES. AMD shall provide only those services specified in this Agreement at the specified project sites. Additional services not included in this Agreement will require either revision of this Agreement or a separate agreement between AMD and Client. Any services to be performed at project sites other than those listed in this Agreement will require either revision of this Agreement or a separate agreement between AMD and Client. MODIFICATION. Any alteration or modification of any terms of this Agreement, of replacement of this Agreement, shall not be valid uniess in writing and signed by both the parties. ASSIGNMENT AND SUBCONTRACTING. AMD shall be allowed to assign any work or services under this Agreement, or any portion of it, without the written consent of Client. PROTECTION OF WORK. To allow AMD to protect its own work, Client shall provide to AMD adequate storage space and security on site. Once AMD's work is completed. Client shall be responsible for the protection of the work, as well as the entire project. If AMD's work is damaged or destroyed through the carelessness. negligence or recklessness of persons other than AMD, AMD shall re-perform or repair the damaged work, but will do so only upan being compensated for same.