Terms of sale

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SERVICES

    1. Dickson shall perform the Services described in the applicable quote. Dickson shall make commercially reasonable efforts to complete the Services in a timely manner. Dickson does not guarantee completion within any specific timeframe and shall have no liability for Services completed after any particular date. 
    2. Customer shall reasonably cooperate with Dickson to support the timely and efficient completion of the Services, including, without limitation: (i) fulfilling any responsibilities described in the applicable quote or otherwise communicated by Dickson; (ii) ensuring that Dickson personnel are provided with a safe, unhindered, and appropriate work environment when accessing Customer’s or its affiliates’ or vendors’ sites, facilities, or systems; and (iii) promptly providing any necessary information, approvals, and access to facilities, personnel, and systems reasonably requested by Dickson. 
    3. Customer acknowledges and understands that its failure to perform or delay in performing its obligations under Section 1.b may increase Dickson’s costs of performing the Services or cause Dickson to incur other damage. Without limiting Dickson’s rights or remedies for any such failure, Customer acknowledges and understands that, in that event, Dickson may increase the Fee upon written notice to Customer. 

PROJECT MANAGERS

    1. Each party shall designate a primary point of contact for matters related to the Services. Such individuals shall be reasonably available to one another and authorized to act and make decisions on behalf of their respective parties. Either party may update its designated contact or contact information by providing written notice to the other party.

TERM 

    1. The term of these Services shall commence upon acceptance of the applicable sales order by Customer and shall continue until completion of the Services and full payment of all applicable Fees, unless earlier terminated as set forth herein. 
    2. Either party may terminate the Services upon written notice if the other party materially breaches these terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

PAYMENT 

    1. Dickson shall invoice Customer for the Fees upon completion of the Services or, if earlier, upon termination of the Services due to Customer’s breach. Payment shall be due fifteen (15) days from the date of the invoice, unless otherwise specified in the applicable quote or sales order. 
    2. Customer shall promptly pay or reimburse Dickson for any sales, use, value-added, or similar taxes assessed in connection with the Services or the applicable Fees. Late payments shall accrue interest at the rate of five percent (5%) per month or the maximum rate permitted by law, whichever is lower. Customer shall promptly pay all such late fees.
    3. If Customer cancels the Services more than ten (10) calendar days after the date of the applicable sales order, Customer agrees to pay a cancellation fee equal to ten percent (10%) of the total amount for the Services listed in the sales order, excluding any applicable taxes. 
    4. If Customer cancels the Services within fourteen (14) calendar days of the scheduled service date, Customer agrees to pay a cancellation fee equal to twenty percent (20%) of the total amount for the Services listed in the applicable sales order. 
    5. Customer agrees to reimburse Dickson for actual cost incurred as a result of rescheduling planned services within 14 calendar days of the previously scheduled service date. Reimbursable costs may include, but are not limited to; travel change & cancellation fees, EDLM preparation costs, and lost services personnel time. 

CHANGE MANAGEMENT 

    1. Either party may propose written changes to the scope of Services and pricing, which must be mutually agreed upon in writing (such notice, a “Written Change Request”). Each Written Change Request shall describe the desired change in detail and the reason for the change. 
    2. If a party hereto submits a Written Change Request (the “Requesting Party”), the other party (the “Responding Party”) may respond by either (i) accepting the Written Change Request by written notice to the Requesting Party, in which event Exhibit A shall be amended as provided in the Written Change Request, (ii) rejecting the Written Change 
    3. Request by written notice to the Requesting Party, which rejection will explain the reason that the proposed change is impractical or other basis for such rejection, or (iii) proposing amendments to the Written Change Request, such as, by way of example and not limitation, adjusting the Fee, adjusting any estimated completion dates, and adjusting 
    4. Customer’s responsibilities associated with the Services, in each case as appropriate in light of the requested change to the Services. If either party requests, the Project Managers shall confer regarding any Written Change Request so as to share required information and otherwise facilitate the Responding Party’s response thereto. 
    5. If Customer submits a Written Change Request and Dickson determines that it would be prudent to perform analysis, study, or evaluation before responding pursuant to Section 5.b, Dickson shall so notify Customer, which notice describes the analysis, study or evaluation that would be performed and includes the fee that Dickson would charge Customer therefor. If Customer does not authorize Dickson to perform such analysis, study, or evaluation, Customer’s Written Change Request shall be deemed withdrawn and shall be of no further force or effect. If Customer authorizes Dickson to perform such analysis, study, or evaluation, Dickson shall do so for the fee quoted by Dickson therefor and shall thereafter respond to Customer’s Written Change Request pursuant to Section 5.b. Such fee shall be payable and nonrefundable whether or not Dickson accepts such Written Change Request. If Customer does not respond to Dickson’s notice provided pursuant to this Section 5.c within ten (10) business days, Customer shall be deemed to have declined to authorize performance of such analysis, study, or evaluation, and the applicable Written Change Request shall be deemed to have been withdrawn. 
    6. Any proposed changes to the scope of Services must be submitted in writing and will not be binding unless accepted in writing by both parties. Each party shall respond to any such proposed change within a reasonable time.

WARRANTY 

      1. Dickson warrants that the Services shall be provided in a workmanlike manner (the “Warranty”). Customer shall promptly notify Dickson of any violation of the Warranty, which notice explains the basis for Customer’s claim regarding such violation in detail. If Customer notifies Dickson of an alleged breach of warranty, Dickson will make commercially reasonable efforts to verify whether such breach occurred, and Customer shall reasonably cooperate in that process. If Dickson confirms a breach, it will re-perform the affected Services at no additional charge. This section sets forth Dickson’s sole liability and Customer’s exclusive remedy for any breach of warranty. 
      2. Dickson provides no warranty hereunder other than the Warranty, and Dickson hereby expressly disclaims all implied warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 

LIMITATION OF LIABILITY 

  1. Dickson will under no circumstances be liable for any special, incidental, consequential, indirect or exemplary damages arising out of or in connection with the Services, the Offer, any Written Change Request or the SOW, including, but not limited to, damages for lost profits; for harm or damage to, or loss or compromise of, any materials or inventory of any type stored by or for Customer (collectively, “Inventory”); or for loss of business or other opportunity of any kind. 
  2. In no event will Dickson’s aggregate liability for all claims under the SOW or otherwise relating to the Services, Inventory, the Offer, any Written Change Request or the SOW exceed, in the aggregate for all claims, the amounts actually paid by Customer and received by Dickson for Services during the one (1) year period before such liability first accrues. 

CONFIDENTIALITY 

  1. “Confidential Information” means any non-public, proprietary, or confidential information disclosed by either party to the other in connection with the Services, including without limitation trade secrets, technical data, business plans, and pricing information. The Fees and other commercial terms of the applicable sales order shall be deemed Dickson’s Confidential Information. 
  2. “Recipient” means Customer with respect to Dickson’s Confidential Information and Dickson with respect to Customer’s Confidential Information. 
  3. “Discloser” means Customer with respect to Customer’s Confidential Information and Dickson with respect to Dickson Confidential Information. 
  4. Recipient shall not use any Confidential Information of Discloser except in connection with the provision or use of the Services and shall not disclose such Confidential Information except to its employees and service providers in connection with such permitted use thereof, provided that such employees and service providers have been notified that they may not disclose such Confidential Information and may not use it except as authorized hereunder. Notwithstanding the foregoing, nothing herein prohibits either party from disclosing information to the extent required under applicable law. 

INTELLECTUAL PROPERTY 

  1. As between Dickson and Customer, Dickson shall own all intellectual property and other rights in or relating to the Services and all work produced hereunder. Customer shall have the nonexclusive right to use any such work for its internal business purposes. 

NO SOLICITATION 

  1. During the term of the Services and for one (1) year thereafter, Customer shall not, and shall ensure that its affiliates do not, solicit for employment or engagement any employee or service provider of Dickson (or its affiliates) who was involved in delivering the Services. This restriction shall not apply to general employment advertisements or solicitations not specifically directed at such individuals. 

MISCELLANEOUS 

  1. Dickson shall not be liable for any failure or delay in performing its obligations in connection with the Services to the extent such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, labor disputes, utility failures, natural disasters, civil disturbances, government actions, acts of terrorism, or war. 
  2. Either party may provide notice to the other party by a writing (email sufficing) to the other party’s Project Manager at the address or email address set forth above. Either party may change its address or email address for notice hereunder upon written notice to the other party in accordance with this Section 11.b. 
  3. Customer may not assign these Terms or any rights related to the Services without Dickson’s prior written consent, which may be granted or withheld in Dickson’s sole discretion. Any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 
  4. These Terms may not be amended except by a written agreement signed by both parties. No waiver of any provision or of any rights or obligations hereunder shall be effective unless set forth in a written instrument signed by the party waiving compliance. Any such waiver shall apply only to the specific instance and purpose stated in the writing. 
  5. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect. 
  6. These Terms shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflict of laws principles. Any action or proceeding related to the Services shall be brought exclusively in a court located in the State of Illinois, and Customer irrevocably consents to the jurisdiction and venue of such courts. Notwithstanding the foregoing, Dickson may seek injunctive or equitable relief in any court of competent jurisdiction to protect its or its affiliates’ intellectual property or proprietary rights. 
  7. These Terms, together with the applicable sales order, constitute the entire agreement between Customer and Dickson with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral. Dickson expressly objects to, and shall not be bound by, any additional or conflicting terms submitted by Customer in any purchase order, correspondence, or other document, whether issued before or after the date of the applicable sales order. 
  8. In statements of conformity on calibration certificates, Dickson applies the Simple Acceptance decision rule, as defined in ILAC-G8:09/2019, with a TUR of 4:1 or greater.  
  9. The parties agree that the provisions of these Terms that limit liability, disclaim warranties, or exclude consequential or other damages or remedies are fundamental to the allocation of risk between the parties. Such provisions are severable and enforceable independently of any other provision, and shall remain valid and enforceable even if any exclusive remedy set forth herein is deemed to have failed of its essential purpose.