Limit of Liability
Neither party shall be liable for consequential, incidental, indirect, punitive or special damages including, but not limited to, loss of profits, data, business or goodwill, except as the result of a party’s gross negligence, willful misconduct.
PNC will hold all information relating to client and clients’ business in strictest confidence. PNC will only use information for delivery of services to client hereunder. PNC will not disclose any such information to any third party. All of PNC personal shall agree to such provisions in writing to maintain in confidence all such information and not review any information not necessary to provide serves hereunder
Products from PNC will only be returnable if vendor (manufacturer) accepts the return. No product returns will be accepted more than 15 days after purchase, dependent upon manufacturer’s return policies. PNC does not charge for any restocking other than those passed on by the manufacturer. PNC will charge for time to process returns at regular hourly rates.
At any time after execution of the agreement, PNC or the Client shall have the absolute right to cancel the agreement for any reason whatsoever, by providing thirty (30) days written notice to the other party. The Client will be responsible for all payments due PNC through the date of cancellation.
Governing Law & Jurisdiction
This agreement is made subject to and shall be governed and construed in accordance with the laws of this State of Alaska and the authority granted to the individual parties thereunder. Any suit, action or proceeding brought by either party in consequence of or to enforce any term or condition of this agreement shall be commenced in the Third Judicial District at Kenai, State of Alaska.
If any term or condition of this agreement is held invalid or contrary to applicable laws, it shall be reformed to the extent necessary to conform, consistent with the intention of the parties, to such laws, and if such provision cannot be so reformed, it shall be deemed deleted and the validity of the other terms shall not be affected.
This agreement, or any delegation of its duties, may only be assigned with the express, written consent of the other party, which shall not be unreasonably withheld. Any assignment attempted without such express, written consent shall be void.
No Third-Party Beneficiary
This agreement and all rights hereunder are intended for the sole benefit of the parties hereto, and subject only to an assignment, and shall not imply or create any rights on the part of, or obligations to, any other entity not a party to this agreement. No provision of this agreement is intended nor shall be construed to be for the benefit of any third party.
Client understands that PNC provides services of a technical nature. Such services are subject to the often-unpredictable nature of computer hardware and software. Client agrees that PNC will not be held responsible for consequential damages due to delays from repairing or replacing services that might cause a loss of productivity, office closures or any other loss of revenue.
Revisions to this agreement shall be effected by an amendment to the agreement increasing or decreasing the amount of or making alterations in the services to be performed, which amendment shall be signed by both parties. In case of any such change or alteration, that part of the agreement not thereby changed shall remain in full force and effect and no act or conduct of either party or any employee or employees or agent or agents thereof shall be held to operate as a waiver of any term, condition, or provision of this agreement unless reduced to writing in the form of an amendment to this agreement. All amendments to this agreement shall be in writing and signed by both parties.
Overtime rates are charged for work performed outside of PNC’s normal operating hours.
Materials purchased are invoiced at cost +20%
Shipping will be billed at cost + 10%
Tools or Equipment will be billed at cost; any special equipment that needs to be rented will be billed at cost
PNC shall provide invoices to the Client monthly, on or before the 15th day of the month prior to the month in which the Services are to be performed. Delivery will be determined by Client and directed to personnel as instructed by Client.
Payment is NET 15 of submittal of the monthly invoice to the Client. If payment is late interest charges will accrue at 1.5% per month on outstanding balances past 30 days. PNC may cancel this agreement or stop services without further notice if Client account is over 60 days past due.
The terms of this agreement and any provisions adopted by reference or otherwise incorporated into this agreement set forth the full intent of the parties regarding the matters covered by this agreement. Neither party is relying on or may rely on any written or oral collateral, prior, or contemporaneous agreements, assurances, representations, or warranties not set forth in this agreement. No modifications of this agreement shall be implied in law or equity, nor may any part hereof be amended, supplemented, waived, or modified without an instrument in writing signed by both parties. Termination must be in writing but does not require the approval of both parties to this agreement.