ADS Terms and Conditions
1. Conditions– Client understands that the full, complete, proper and timely performance by all other subcontractors, independent contractors, employees and agents of Client are conditions precedent to Aero Design Services, Inc. (hereinafter referred to as ADS) obligation of full or substantial completion of any project. Client shall be obligated to pay the full contract amount to ADS in the event of any of the foregoing requirements of third parties resulting in the failure of the project if ADS has otherwise fully performed its’ obligations. Client agrees to pay all third parties, contractors and subcontractors, it being specifically understood that ADS will not be responsible for any such payments.
2. Fees– Unless otherwise set forth in this document, in consideration for the forgoing services rendered by ADS and the obligations set forth herein, client will pay ADS the amount quoted for certification, drafting and engineering services. Any other amounts required for specific services or employees, will be set forth in writing signed by ADS and Client. Additionally, all travel costs to and from job with tolls, mileage and employee time will be paid by Client. Additional incidental costs incurred including but not limited to courier, photographic expenses, phone calls will be paid by Client. Invoices shall be paid by Client upon receipt of invoice unless otherwise specified by ADS on the invoice. Any objections to invoices must be made within the (10) days of receipt thereof in writing by certified mail or they are waived. In addition to any other remedies, Client shall pay 1.5% per month (or the highest annual legal rate of interest divided by 12) on any invoices not paid within the time set forth herein. Failure of Client to pay on time shall relieve ADS of its’ requirement to continue work on the project. In any event, all amounts due hereunder, including but not limited to costs and additional amounts due shall be paid to ADS upon receipt unless specified by ADS. Client agrees that the receipt of any funds from third parties are not conditions precedent to payment of invoices to ADS. On a project-by-project basis the parties will agree on estimated fees which will require payments before beginning to render services and at specific intervals during the project. The type and nature of the services described herein may not be varied without prior written amendment to this contract, executed by both parties.
3. Indemnification– Client agrees to indemnify and hold harmless ADS, it’s employees, agents, officers and directors from any cost, suits, claims, depositions or attorney’s fees related to the subject project by the owner or any other persons except to the negligence by ADS, its agents or employees. ADS is not an insurer of property which may be delivered to it in connection with its services hereunder. In the event of any claims between ADS and Client arising hereunder or otherwise, Client shall not be entitled to offset or withhold any fees hereunder. Further, if Client is dissatisfied with the quality of service hereunder, it may not unilaterally deduct any amount from invoices.
4. Authority– Client, by its agent executing this agreement represents that it has the authority to bind Client to this agreement and has all corporate and actual authority to enter into this agreement on behalf of Client.
5. Assignment– Client shall not assign this agreement, in whole or in part, to any third parties, it being understood that Client is solely responsible for services by ADS.
6. Warranties– Liability for any loss, claim, damage or expense caused as a result of installation discrepancies shall be valid only to the extent of negligence by ADS and shall be limited to the compensation paid by the Client for the actual service. ADS does not assume any liability either expressed or implied for aircraft delays, repositioning or any other operational cost incurred by Client.
7. Support– On-site FAA DER, FAA DAR, FAA DMIR and technical support personnel air travel is at business class or better for flights longer than 3 hours.
8. Per Diem– Client agrees to pay all ADS personnel traveling outside of the city of ADS office location area standard per-diem rate as set by the US General Services Administration for dates traveled.
9. Entire Agreement– This agreement represents the entire agreement between the parties regarding this project, superseding all previous agreements, representations and communications between the parties, written or oral. Any modification of these terms agreed to by these parties shall be in writing. Any actions brought regarding this agreement shall be brought exclusively in Pinellas County, FL using the laws of the State of Florida.
10. Revisions– Any changes or updates to the design package after the aircraft survey and then a new revision is issued due to customer request or insufficient or incorrect data supplied will be invoiced at $120 per hour.
11. No waiver of rights– No action by either party shall be considered a waiver of any of its rights under law or this agreement.
12. Expiration– New proposal required past the expiration date of 30 days from date of this proposal.
13. Collection– Client agrees to pay all costs of collection and reasonable attorney’s fees at all levels for ADS attorney in the event any sums due under the invoices must be collected upon demand of any attorney or if it shall become necessary to bring an action on the part of ADS to enforce any of the terms, provisions or conditions of this agreement. The prevailing party in any action to enforce the terms of this agreement shall be entitled to reasonable attorneys’ fees at all levels.
14. Cancellation– Project cancellation fee will incur a minimum 20% cancellation fee of total amount or calculated for time incurred whichever is greater. All engineering data must be returned to ADS within 30 days.
