Machine Tool Maintenance, LLC Terms and Conditions

Upon engagement with Machine Tool Maintenance, LLC (hereinafter “ MTM ”), the signer of this contract (hereinafter the “ Customer ”) states that he/she/it has read, accepts and agrees to be bound by the following Terms and Conditions.

1. DEFINITIONS: As used in this document:

    

   1. “ Quote ” means any assessment of any kind made by MTM, including, but not limited to, service time, machine accuracies, cost, effectiveness, and outcomes. This is not binding and is an approximation.
   2. “ Planned Maintenance ” means all maintenance services and tasks that are planned and scheduled in advance of failure, such as Preventive Maintenance (PM), Predictive Maintenance (PdM), and Corrective Maintenance (CM). If a maintenance task is planned, but failure occurs prior to service being performed, that maintenance task will be deemed Reactive Maintenance.
   3. “ P.O.s ” shall refer to a purchase order, “ PAS ” shall refer to a pre-authorized start, and “ Ref.# ” shall refer to a reference number.
   4. “ Reactive Maintenance ” means all maintenance services and tasks that are performed after a failure or issue has occurred.
   5. “ Representatives ” means all owners, ofLicers, directors, managers, employees, subsidiaries, afLiliates, agents, interns, co-branders, sponsors, service providers, or other partners, representatives, contractors and subcontractors of a particular party when they are conducting business activities and performing duties on behalf of the party.
   6. “ Service ” and “ Services ” means any activities, maintenance, repairs, training, travel time, instruction and/or work performed by MTM on behalf of Customer.
   7. “ Service Contract ” and/or “ Contract ” includes any service quoted by MTM that has an accompanying purchase order with reference numbers as well as these Terms and Conditions. Customer shall agree to these Terms and Conditions at the time of signing its P.O. Customer shall again agree to these terms at the completion of the services rendered by MTM. The most recently signed version of these Terms and Conditions will supersede any prior agreed to Terms and Conditions.
2. BILLING AND PAYMENT TERMS: Customer agrees to remit payment to MTM as follows for all services rendered and expenses incurred:

    

   1. Purchase Order and/or Pre-Authorized Start: Before MTM renders any services, Customer shall provide MTM with a Purchase Order Number, a Reference Number, or Pre-Authorized Start documentation as well as any other such documentation to serve as conLirmation that such services have been requested, ordered and approved by Customer.
   2. Canceled Purchase Orders: Should Customer desire to terminate its engagement with MTM, MTM shall be entitled to a period of time (the “ Grace Period ”) to service and/or bill for (if applicable) any outstanding Purchase Orders of Customer which were submitted by Customer prior to Customer’s notiLication of its intent to terminate the engagement with MTM. The length of said Grace Period shall be for a period of time as determined by MTM in its sole discretion, however such Grace Period shall not exceed the term(s) of the outstanding Purchase Order(s).
   3. New Customer Payment Terms : New Customers will remit payment to MTM in full upon the completion of work (“ COD ”) for the Lirst three (3) consecutive service visits; after which time, Customer will remit payment according to the “ Standard Customer Payment Terms ” set forth herein.
   4. Standard Customer Payment Terms : Customer will remit the full outstanding balance of each invoice to MTM within thirty days (” Net 30 “) of the invoice date. A 2% net 10 discount is offered.
   5. Large Maintenance Projects: Any service request expected to last two weeks or longer in duration will be deemed a Large Maintenance Project and subject to a Service Retainer, Expense Retainer and Cancellation Fee.
   6. Customer Credit: It is at the sole discretion of MTM to set Customer’s credit limit. MTM maintains the sole right to increase or decrease Customer’s credit limit without notice and at any time.
   7. Late Payment: If Customer is late in paying outstanding invoices on at least three consecutive occasions, MTM will bill subsequent visits according to the “ New Customer Payment Terms ” set forth herein.
   8. Non-Payment: If Customer fails to pay any outstanding invoice within ninety (90) days, Customer will be liable for all costs of recovery by MTM, including, but not limited to, reasonable attorneys’ fees and costs of collection. MTM may add interest of up to 1.5% or 18% annually to all unpaid amounts.
   9. Billing Schedule: MTM will issue Customer an invoice within 10 days of completion of the requested services detailing services performed, costs incurred, and the total balance to be paid by Customer according to the terms set forth herein.
   10. Accepted Forms of Payment: MTM accepts payment in Cash, Cashier’s Check, and/or Business Check.
3. EXPENSES: Customer is responsible for and will reimburse MTM in full for the following expenses made in connection with the work MTM completes on behalf of Customer:
   1. Air Travel: All costs for air travel for each MTM Technician; including, but not limited to, the following: airfare, baggage fees, and airline and airport fees. If Customer cancels or reschedules its service request after MTM has purchased its airfare, Customer is responsible for all nonrefundable costs and for all fees related to the cancellation or rescheduling of air travel.
   2. Parts and Supplies: All costs for parts and/or supplies purchased by MTM for Customer, including applicable taxes and fees. As a general policy, MTM does not order or supply any parts or supplies for Customer. MTM requires Customer to purchase and have all parts and supplies required for MTM to render services at the job site on the Lirst day the project shall begin.
   3. Lodging: MTM will bill Customer the full rate for lodging (including all taxes and fees) at a reasonable accommodation for each MTM Technician. MTM will make every attempt to obtain lodging at or below the U.S. General Services Administration (“ GSA ”) rate for Customer’s geographical area; however, if such rates are unattainable at establishments acceptable to MTM, for whatever reason, Customer agrees to pay the full amount for whatever lodging MTM obtains.
   4. Per Diem: All daily Per Diem costs include lodging, meals and incidental expenses.
   5. Meals & Incidentals (M&IE): MTM will bill Customer a daily fee for Meals & Incidental Expenses for each MTM Technician if MTM obtains lodging to render services.
   6. M&IE – Daily: MTM will bill Customer its geographical GSA rate for M&IE on each day of service, except the Lirst and last day of travel. If no GSA rate has been established for Customer’s geographical area, MTM will bill Customer the GSA Standard Rate for M&IE.
   7. M&IE – First/Last Day Travel: MTM will bill Customer seventy-Live percent (“ 75% ”) of the M&IE – Daily rate on the Lirst and last calendar day of travel.
   8. Rental Equipment/Tools: All costs for equipment and/or tools, deemed abnormal or unusual, that are rented by MTM to render services.
   9. Rental Transportation: All costs for transportation of any kind, including all fees and insurances, rented by MTM to travel to-and-from Customer’s job site.
4. QUOTES: Customer acknowledges the definition of a Quote, as outlined in Section I of this Agreement.

    

   1. QUOTES: MTM will provide Customer with a quote upon Customer’s request prior to service commencing. Customer agrees and accepts that any quotes provided by MTM, whether material or verbal, are merely estimates and are subject to change at any time and without notice. MTM will make every effort to disclose to Customer any changes that are expected to occur. Customer agrees to remit payment in full to MTM according to the terms set forth herein for all service and travel time rendered and expenses incurred, regardless of the accuracy of the estimate in relation to the final invoice.
   2. ADDITIONAL SERVICE ITEMS: MTM may, at times, discover additional service items during the course of this contract. MTM will disclose these items to Customer in writing with an estimated time frame for repair, and will only perform these additional services upon the written approval of Customer and receipt of a new PO #, Ref. # or other such documentation to serve as confirmation that such services have been requested, ordered and approved by Customer.
   3. INVOICES: The following terms shall apply to any invoice submitted by MTM to Customer in MTM’s sole discretion:

       

      1. A “ Credit WO ” means MTM shall not charge for a particular work order.
      2. A “ T&C Default ” means that if any prescheduled work cannot be performed by MTM within thirty (30) days of its scheduled date for reasons caused wholly by the Customer, MTM may bill for such scheduled work even though the work cannot be performed for whatever reason.
      3. A “ Use Actual Amount ” option allows MTM to override a quote amount, and bill actual hours worked on a work order which may increase or decrease the amount billed on an invoice in comparison to the quote for the work order.
5. ASSET ACCESS AND USE: Customer shall grant MTM reasonable access to all serviceable assets and permits MTM to turn the assets on and off, use the assets to run tests, and to perform and/or verify any services MTM deems necessary to complete the requested services.

    

   1. Denial of Access to Equipment: Customer is required to timely disclose in writing all the times access to the serviceable asset may be impeded or denied, for whatever reason. If Customer impedes or denies MTM access to the serviceable equipment, or if the environmental and/or ambient conditions are such that MTM cannot perform the requested services, MTM reserves the right to return to its headquarters for the duration of time that it cannot access the serviceable equipment, if feasible.

       

      1. If it is feasible for MTM to return to its headquarters during the time that it cannot access the serviceable asset, MTM will bill Customer for each MTM Technician to travel roundtrip at the service rates set forth herein.
      2. If it is not feasible for MTM to return to its headquarters during the time that it cannot access the serviceable asset, MTM will bill Customer for all the time MTM Technicians are denied access to the serviceable asset, up to a maximum of eight hours per day, at the service rates set forth herein. If access is to be impeded or denied for longer than eight hours per day, MTM will bill Customer the proper Rate for each day that it cannot access the serviceable asset.
6. TERMINATION: MTM and/or Customer may terminate this engagement at any time and for any reason subject to the terms set forth in Section II.b above. Customer agrees to remit payment to MTM for all service and travel time rendered and expenses incurred up to the point of termination according to the terms set forth herein. Notice of Termination shall be delivered to the other party in writing.
7. REPRESENTATIONS OF CUSTOMER: Customer represents that any and all information it has provided to MTM, whether material or verbal, regarding or relating to requested services or serviceable assets is current, true, and accurate. Customer further represents that, to the best of its knowledge and belief, all information relating to the general condition of the serviceable asset is current, true and accurate, the serviceable asset has been used for its intended purposes, and all parts, processes and any and all other information regarding the serviceable asset has been fully disclosed to MTM.
8. LIMITED WARRANTY: MTM warrants that all services rendered shall be executed in a professional manner utilizing reasonable care, cleanliness, and skill in accordance with customary industry standards. MTM does not guarantee any tolerances and/or accuracies, or issues that arise due to existing equipment conditions that are not disclosed in writing prior to service commencement. If any breach of this warranty is reported in writing to MTM within thirty (30) days of the completion of work, MTM will re-perform, at its own cost, up to the amount originally paid by Customer for service and travel time rendered and expenses incurred, any service that did not meet the standard of care set forth herein. All warranty service will be performed during standard business warranty hours. MTM EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, ON ITS SERVICES PERFORMED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
9. MEDIA DOCUMENTATION: MTM will, at times, capture photographs, videos, images, recordings, notes and/or collect other visual and/or audial information (collectively known as “ media ”) about Customer, Customer’s assets, Customer’s property, Customer’s clients and representatives, and/or Customer’s job site.

    

   1. This information may be used or stored in the following ways:
      1. In the preparation, production and distribution of internal and external reports and documents;
      2. To document, track and monitor equipment conditions and trends;
      3. To document, track and monitor services rendered;
      4. On websites owned and/or operated by MTM;
      5. On websites that are used by, but are not owned or operated by MTM:
      6. And as promotional, marketing and/or advertising materials to be used by MTM on websites, social media, print, and broadcast mediums for the sole purpose of demonstrating and/or highlighting MTM’s services, expertise, care, cleanliness and skill.
      7. If MTM uses Customer’s media for such purposes MTM:
         1. Will remove all images, information or markings that could in any way identify Customer, Customer’s Representatives, Customer’s assets, Customer’s property and/or Customer’s job site;
         2. And will remove any images, information or markings that could be construed as ConLidential Information according to the terms set forth herein.
   2. Storage of Customer Media: MTM may store, send, share and/or transmit Customer’s media on or using:
      1. MTM software, computers, tablets, smartphones, cameras, video recording devices of any kind, mobile phones, hard drives, Llash drives, CD’s, DVD’s, memory cards, and all other media collection devices;
      2. websites owned and/or operated by MTM;
      3. websites that are used by, but are not owned or operated by MTM; and
      4. email, text messages, instant messages, social media, and cloud- based services.

   MTM will store, send, share and/or transmit Customer’s media using a reasonable degree of care, but not less than the degree of care used in safeguarding its own media.

10. REPRODUCTION OF WORK: Customer may not use, share, copy, or reproduce this document and/or any other MTM documents; including, but not limited to, reports, images, logos, and designs, without the written consent of MTM. Customer acknowledges that these documents have been developed and obtained through the great effort and expense of MTM and agrees to treat such documentation as ConLidential Information as set forth herein.
11. HOLD HARMLESS: Customer agrees to the following limitations of liability. For the purposes of this Agreement, the term “ damages ” relates to any and all direct and/or indirect, incidental, special or consequential damages, loss of business, lost proLits, lost opportunities, lost warranties, delay damage, bodily injury, death, property damage, damage from theft, damages from Lire, damage from Llood, damages from vandalism, damages to assets, damages to equipment, damages to premises, or any other injury, including reasonable attorneys’ fees and disbursements. Customer will hold MTM and its owners, ofLicers, directors, managers, employees, subsidiaries, afLiliates, agents, interns, co- branders, sponsors, service providers, or other partners, representatives, contractors and subcontractors harmless from any claim of damages, including, but not limited to, those caused by or incurred as the result of:
    1. Services rendered in the place of MTM by any persons not directly employed by MTM;
    2. Services rendered by MTM at the request of Customer, which conLlict with the best judgment of MTM, or are contrary or variant to Original Equipment Manufacturer (“ OEM ”) speciLications, requirements, and/or recommendations;
    3. Alterations or modiLications made to Customer’s assets by MTM, at the request of Customer;
    4. Representations of Customer made to MTM as required in this document;
    5. Information, whether material or verbal, provided to MTM by Customer about its assets;
    6. The failure of Customer’s assets;
    7. The use and/or failure of any OEM or non-OEM parts and/or supplies, for any reason;
    8. Termination of this agreement for the reasons set forth herein;
    9. Customer’s assets being inoperable during the time that MTM is rendering services;
    10. Quotes of any kind provided to Customer by MTM or any reliance thereon;
    11. The foundation, failure of the foundation, and/or an improper foundation upon which the asset is set;
    12. Ambient and/or environmental conditions surrounding Customer’s equipment and/ or assets before, during, and/or after services are rendered by MTM;
    13. Customer’s reliance on, interpretation of and/or application of information and/or training provided or recommended by MTM, whether material or verbal. Customer is solely responsible for obtaining, following and deferring to OEM speciLications, requirements and recommendations for its own equipment and procedures. Any and all training and information provided by MTM to Customer about equipment, assets and/or procedures are for informational and reference purposes only;
    14. Customer’s use of its own assets before, during and/or after MTM renders services;
    15. The use of chemicals, liquids, cleaners, rags, solvents, solutions, glues, oils, or lubricants of any kind by MTM on, around and/or near Customer’s assets;
    16. The proper disposal of chemicals, liquids, cleaners, solvents, solutions, glues, oils, lubricants, rags, contaminants and/or pollutants of any kind including all waste from Customer’s assets and waste produced during services rendered by MTM;
    17. Fire suppression, Lire suppression systems, and/or LireLighting activities used, deployed, and/or triggered to extinguish Lires caused by the actions of and/or services performed by MTM;
    18. Heat, smoke, gases, and/or combustion caused by chemical, electrical, and/or mechanical processes or Lire;
    19. Electrical system malfunctions or failures of any kind;
    20. The proper use of Customer’s assets by MTM to test and verify the symptoms or causes of any problems and/or the quality of services performed by MTM;
    21. The proper transport of Customer’s assets by MTM, including equipment parts;
    22. Loss of, loss of use of, damage to, corruption of, inability to access, erasure of, or inability to manipulate electronic data;
    23. The storage, use, or transmission of Customer’s media, data. The loss of data contained in asset;
    24. The failure of third parties, including, but not limited to, vendors, suppliers, shippers, and subcontractors, to perform their duties and meet their obligations to Customer and/or MTM;
    25. Circumstances beyond the control of MTM, including, but not limited to, acts of God, Lire, Llood, or other natural disaster, malicious injury, strikes, embargoes, lock-outs, or other labor troubles, riots, insurrection, war or other reason of like nature.
12. INSURANCE: MTM agrees to secure and maintain Comprehensive General Liability insurance with per occurrence limits of at least $1,000,000 and general aggregate limits of at least $2,000,000. MTM will also secure and maintain Automobile Liability insurance covering its owned, non-owned, and hired motor vehicles; Worker’s Compensation Coverage as required by the State of Utah; and “special form” property insurance at replacement cost applicable to MTM’s property and its equipment. MTM will provide proof of such insurances to Customer upon request. MTM may, at times, request proof of such insurances from Customer and reserves the right to decline service to any Customer that does not maintain insurance coverage at or above those limits MTM carries for itself.
13. MISCELLANEOUS PROVISIONS

     

    1. AUTHORITY: The parties hereto represent and warrant that they have full corporate power and authority to execute these Terms and Conditions and to perform their obligations hereunder. By requesting, accepting, and/or utilizing any services, goods, and/or information, whether material or verbal, from MTM, Customer agrees that it has read, accepts and agrees to be bound by these Terms and Conditions. Should Customer subcontract MTM to a Third (“3rd”) Party Customer, Customer accepts 3rd Party Customer as its own agent in this agreement, binding both parties (Customer and 3rd Party Customer) to these Terms and Conditions.
    2. THIRD-PARTY INDEMNIFICATION: Customer agrees to indemnify, defend, and hold MTM and its owners, ofLicers, directors, managers, employees, subsidiaries, afLiliates, agents, interns, co-branders, sponsors, service providers, or other partners, representatives, contractors and subcontractors harmless from and against any and all 3rd party claims arising out of MTM’s performance of services under this agreement.
    3. CHOICE OF LAW: These Operating Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Utah , United States, without regard to its conLlict of law provisions. For purposes of litigating and/or arbitrating any dispute that arises directly or indirectly from this Agreement, Customer irrevocably agrees to submit to the personal and exclusive jurisdiction of the federal and state courts located within Utah and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
    4. SEVERABILITY: If any provision of these Operating Terms and Conditions is unenforceable, the enforceability of the other provisions shall not be affected, and they shall remain in full force and effect.
    5. AMENDMENTS: This Agreement may be amended only by written agreement duly executed by an authorized representative of each party.
    6. NO WAIVER: No modiLication or rescission of these Operating Terms and Conditions shall be effective unless made in writing and signed by authorized representatives from both MTM and Customer; nor will these Operating Terms and Conditions, or any provisions contained herein, be waived, modiLied, rescinded, or altered by any subsequent course of dealing or performance between the parties.
    7. CONTINUING EFFECT: Except as expressly set forth herein, this Agreement shall remain in full force and effect in accordance with its terms throughout the duration of the service contract between MTM and Customer, and the provisions of this Agreement shall be binding upon the legal representatives, heirs, successors and assigns of the Customer.
    8. MULTIPLE COPIES OR COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
    9. FORCE MAJEURE: Neither party shall be liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond such party’s reasonable control, including, but not limited to, Lires, strikes, insurrections, riots, embargoes or requirements of any governmental authority. The non-performing party must make every reasonable attempt to minimize delay of performance.
    10. ARBITRATION : The Parties hereto will use their reasonable best efforts to resolve any dispute hereunder through good faith negotiations. A party hereto must submit a written notice to any other party to whom such dispute pertains, and any such dispute that cannot be resolved within ninety (90) days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to an arbitrator selected by MTM in the State of Utah. Except as otherwise provided herein or as the Parties to the dispute may otherwise agree, such arbitration will be conducted in accordance with the then existing rules of the American Arbitration Association (“ AAA ”). The decision of the arbitrator or arbitrators, or of a majority thereof, as the case may be, made in writing will be final and binding upon the Parties hereto as to the questions submitted, and the Parties will abide by and comply with such decision; provided, however, the arbitrator shall not be empowered to award punitive damages. Unless the decision of the arbitrator provides for a different allocation of costs and expenses determined by the arbitrator to be equitable under the circumstances, the prevailing party in any arbitration will be entitled to recover all reasonable fees (including, but not limited to, attorneys’ fees) and expenses incurred by it in connection with such arbitration from the non-prevailing party.
    11. ENTIRE AGREEMENT: This Agreement and any attachments hereto constitute the entire Agreement and understanding between the contracting Parties concerning the subject matter hereof and supersedes any prior or contemporaneous agreements. All prior agreements, discussions, arrangements, warranties and covenants are merged herein. There are no warranties, representations, covenants or agreements, expressed or implied, oral or written, between the Parties except those expressly set forth in this Agreement. Any amendment to this Agreement shall be made in writing and executed by both Parties.