TERMS AND CONDITIONS
SCOPE OF SERVICES. SPECIAL NEEDS GROUP shall provide Special Needs equipment and services. Payment in full concludes all business. The Agency may sub-contract, sub-let or assign such portion of the services under this Agreement as it may believe advisable. The Agency reserves the right, at any time, to stop performance of the services hereunder until such time as any past due payment, according to the payment terms of this Agreement, are brought up to date.
LIMITATION OF LIABILITY. IT IS UNDERSTOOD AND AGREED THAT AGENCY HEREBY DISCLAIMS ANY AND ALL LIABILITY. AGENCY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. AGENCY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF AGENCY HAS BEEN NOTIFIED OF SUCH DAMAGES.
INDEMNIFICATION. Client shall indemnify and hold harmless SPECIAL NEEDS GROUP against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of Client's tortuous or unauthorized acts including the misuse of any item, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
PERSONAL GUARANTEE. The undersigned individual signing on behalf of Client(s) personally guarantee the payment of any and all future obligations which may be owing to the Agency upon demand, whether or not a lawsuit is filed. The Client agrees that upon the dishonor of any check for whatever reason, the undersigned Client shall be individually and jointly and severally responsible for the payment of a service charge of $25.00, if the face value does not exceed $50, $30, if the face value exceeds $300, or an amount equal to 5% of the face value of said check, whichever is greater. Notice of dishonored check is waived and suit may be instituted immediately. This is a continuing personal guarantee and may be revoked with the written consent of both parties.
NON-CIRCUMVENTION. Client agrees that the terms and conditions of this agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, contractees, Clients, representatives, employees, associates, assigns, trustees, heirs and/or assigns or executors, and Client irrevocably binds itself not to deal independently with any person, business, corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractees, Clients, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to Client, without the knowledge of SPECIAL NEEDS GROUP, subject to all of the terms and conditions in this Agreement. Client agrees not to attempt to circumvent, avoid or bypass SPECIAL NEEDS GROUP in any manner, regarding any agreements or disclosures made between the parties hereto.
TERMINATION. This Agreement may be terminated by Agency and Agency may, at its option, declare any unpaid balance and other sums payable by Client hereunder immediately due and payable for any one or more of the following reasons: (a) if Client fails to make payment when due; (b) the Client substantially breaches any other obligation of this Agreement; (c) Client dissolves, ceases to do business, is insolvent and unable to pay bills as they come due or upon the filing of voluntary or involuntary bankruptcy by Client or its creditors.
FORCE MAJEURE. Execution of the services covered by this Agreement is contingent upon strikes, accidents, delays of carriers, delays of delivery, delay of personnel or other causes unavoidable or beyond the control of the Agency. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control (�force majeure�), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term force majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, wars. supplier failures, shortages, breach, or delays. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or
affiliates.
MEDIATION AND ARBITRATION. Any disputes between the parties hereto, whether arising under this agreement or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Court in the County of the principal office of Agency, and any mediation shall be held in the County of the principal office of Agency. The Client shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of Agency. The arbitration shall be held in the County of the principal office of Agency and the Client shall bear the cost of said arbitration. The parties further agree that full discovery shall be allowed to each party to the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the parties. Judgment upon the award may be entered in any court of competent jurisdiction pursuant to Florida statutes. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
MODIFICATION. No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES who are bound by the terms of this Agreement.
SEVERABILITY. If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included in this Agreement.
VENUE AND JURISDICTION. Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and venue are waived and suit shall be brought in the Court in the County of the principal office of Agency.
NO-WAIVERS. The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
HEADINGS. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
COUNTERPARTS. This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
FACSIMILE COPY. A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as originals.
CANCELLATION POLICY. For all orders with an equipment pickup point outside of the contiguous 48 United States, if the client cancels the agreement sixteen (16) days or more before the Service date, the client is responsible for a $75.00 cancellation fee. A cancellation of less than sixteen (16) days is non-refundable. For all orders with an equipment pickup point within the contiguous 48 United States, if the client cancels the agreement eight (8) days or more before the Service date, the client is responsible for a $50.00 cancellation fee. A cancellation of less than eight (8) days is non-refundable. In connection with any litigation except as otherwise stated in this agreement, including appellate proceedings, related to this agreement, Special Needs, its agents and affiliates should it/they prevail, shall be entitled to recover costs incurred in connection with such litigation including attorney fees.
