General Terms & Conditions.

1. This Agreement (the “Agreement”) consists of the Quote as accepted by both parties, and these General Terms and Conditions, and any other documents incorporated therein. 

2. PARTIES' RELATIONSHIP. Superior Industrial Refrigeration, LLC (“SIR”) shall serve as Customer’s refrigeration contractor consistent with the Quote. The parties’ relationship is that of purchaser and provider of professional services as well as personal property equipment, and both agree that they have not entered into any association, joint venture or partnership with each other. The party executing the Quote on behalf of the Customer represents he or she has authority to do so and has read and accepted this Agreement.

3. SIR’S RESPONSIBILITY. SIR will render industrial refrigeration services in accordance with generally accepted and currently recognized practices and principles that are usual and customary to SIR’s line of business consistent with the Quote. SIR makes no warranty, either express or implied with respect to its services.
   Notwithstanding anything to the contrary in this Agreement or in any agreement between the Customer and any other party concerning the Project, SIR shall not have control or be in charge of and shall not be responsible for the means, methods, techniques, sequences, or procedures of any construction or construction contractor, or the safety, safety precautions or programs of the Customer or any construction contractor, or other contractor or subcontractor performing any work or providing any services on the Project that is outside the scope of the work identified within the Quote. Nor shall SIR be responsible for the acts, omissions, or failure of the Customer, any architect, engineer, consultant, contractor or subcontractor to carry out their respective responsibilities in accordance with the Project documents that may be outside the scope of SIR’s Quote.

4. TERMINATION. SIR may terminate this Agreement in the event of failure by Customer to perform in accordance with the terms hereof, or Customer may terminate this Agreement with or without cause, provided that ten (10) day's written notice is provided by the terminating party to the other party. The Customer shall be responsible for all costs of termination, including all fees, costs, and expenses accrued to the date termination and all reasonable fees, costs, and expenses associated with the Project incurred or charged by SIR after the termination date as a result of termination. Irrespective of which party shall effect termination or the cause therefor, the Customer shall within thirty (30) days of the date of SIR’s final statement, make payment for all services rendered and reimbursable expenses.

5. DOCUMENTS. Drawings, specifications, reports, field data, field notes, laboratory test data, calculations, computer software, computer data bases, computer software documentation, and any other documents (the "Documents") prepared by SIR as instruments of service, pursuant to this Agreement, either for delivery to the Customer or not, shall remain the property of SIR.  Copies of Documents except those documents that are proprietary or copyrighted, shall be available to the Customer for a reasonable cost for reproduction. All such Documents furnished by SIR are intended for use only of the Project as contemplated by this Agreement. The Documents shall not be used by the Customer or others on extensions of the Project or on any other project, without the express written consent of SIR. Any reuse or alternation, without specific written verification or adoption by SIR, shall be at Customer’s sole risk and Customer shall indemnify and hold harmless SIR from all liability, claims, damages, losses and expenses including attorneys' fees resulting therefrom.

6. PERSONAL PROPERTY.  Customer represents and warrants that the equipment purchased by Customer as part of this Agreement, and installed by SIR as part of this Agreement, is personal property and not classified by Customer as a fixture or fixtures.

7. LIABILITY LIMITATION. The Customer agrees to and shall limit the liability of SIR and its officers, directors, shareholders, employees, agents and representatives, and the respective successors and assigns to the Customer and to all contractors, subcontractors and third parties on the Project, for any cause, including but not limited to SIR’s negligent acts, errors or omissions, such that the total aggregate liability of the SIR to all of those named above shall not exceed the amount to be paid by Customer to SIR pursuant to this Agreement, and Customer hereby releases SIR from any liability above said amount. No consequential, incidental or punitive damages shall be available. This liability limitation shall extend to and include any liability to third parties who may have access to the information, services and other things of value provided by SIR pursuant to this Agreement. Customer specifically agrees to advise all third parties with access to such information and services of this limitation of liability and further agrees to indemnify SIR in the event of any claim by any third party against SIR exceeding this liability limitation.

8. SUCCESSORS AND ASSIGNS. The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, that neither party shall assign any part of this Agreement without the prior written approval of the other.

9. WAIVER. The waiver by either party of any breach of this Agreement or the failure of one party to enforce at any time, or for any period of time, any of the provisions hereof, shall be limited to the particular instance(s), and shall not be deemed to waive any future breach or any provision of this Agreement except for the particular instances(s).

10. ENTIRE UNDERSTANDING. This Agreement incorporates the entire understanding of the parties hereto, and each party acknowledges that there are no warranties, representations, covenants, or understandings of any kind, matter or description whatsoever, made by either party to the other except as expressly set forth herein. Customer and SIR further agree that if any provision of any purchase orders, invoices, confirmations, or similar documents executed or delivered with respect to this Agreement or the Project conflict with the terms of this Agreement, then the terms of this Agreement shall control to the extent of any such conflict.

11. AMENDMENT. This Agreement shall not be subject to amendment except by written instrument executed by both parties, specifically referring to provisions hereof which have been amended.

12. FORCE MAJEURE. Except for the parties' obligations to make payments when due, neither Customer or SIR shall be liable for any default or delay caused by any event beyond their control, including, but not limited to, acts of God, wars, strikes, walk-outs, fires, or natural calamities.

13. SUBCONTRACTS. SIR may use the services of persons or entities not employed by the SIR as is appropriate and reasonable. Such persons or entities include, but are necessarily limited to, surveyors, special consultants, and testing laboratories.

14. ACCESS. Customer shall arrange for SIR to enter upon any public or private property as required by the Project and shall obtain all necessary approvals and permits for such access as may be required. Customer understands that access may result in unavoidable damage and Customer agrees to indemnify SIR in the event of any claim against SIR for correction of damages.

15. INFORMATION PROVIDED BY CUSTOMER. SIR shall be entitled to rely upon information provided by Customer. The Customer recognizes that it is impossible for the SIR to assure the sufficiency of such information, either because it is impossible to do so, or because of errors or omissions which may have occurred in assembling the information. Accordingly, the Customer waives any claim against the SIR, and agrees to defend, indemnify and hold the SIR harmless from any claim or liability for injury or loss allegedly arising from errors, omissions, or inaccuracies in documents or other information provided to the SIR by the Customer.

16. JURISDICTION. Any civil action arising from this Agreement shall be brought in the courts of Ada County, State of Idaho. This Agreement shall be governed by and interpreted under the laws of the State of Idaho.