Terms and conditions

Acceptance of Terms of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF JERSEY ENGINEERING SOLUTIONS, INC. (“JERSEY ENGINEERING” or “COMPANY”) CAREFULLY BEFORE ACCESSING AND USING THE ENGINEERING SERVICES (DEFINED BELOW). THESE TERMS AND CONDITIONS (“AGREEMENT”) GOVERN ALL SERVICES, DRAWINGS, ADVICE AND/OR OTHER ITEMS PROVIDED TO YOU BY THE COMPANY (COLLECTIVELY, THE “ENGINEERING SERVICES”) UNLESS YOU AND THE COMPANY HAVE EXECUTED A SEPARATE AGREEMENT THAT EXPLICITLY SUPERSEDES THIS AGREEMENT.

The Company is willing to provide the Engineering Services to you only upon the condition that you accept all the terms contained in this Agreement. By accessing or using any Engineering Services provided by the Company, you have indicated that you understand this Agreement and accept all of its terms, conditions, and limitations. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not or cannot accept all the terms of this Agreement, then you shall not use the Engineering Services.

1. DEFINITIONS

“Customer Data” means all non-public data and information input or submitted by you to the Company.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Output” means any drawings, reports or data generated from your use of the Engineering Services that are based upon or derived from Customer Data.

2. WARRANTY AND DISCLAIMER

The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Engineering Services in a manner which minimizes errors and interruptions and shall perform any services in a professional manner. THE ENGINEERING SERVICES ARE PROVIDED AS "AS IS," WITHOUT WARRANTY OF ANY KIND. FURTHER, THE COMPANY DOES NOT WARRANT THAT THE ENGINEERING SERVICES WILL BE UNINTERRUPTED OR ERROR FREE ; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ENGINEERING SERVICES. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. You assume sole responsibility and liability for use of the Engineering Services, including but not limited to any reliance on any drawings. The Company shall not be responsible or liable for any claims, losses, or damages caused by errors or omissions in any Customer Data provided to the Company by you or any results produced by the Engineering Services based upon Customer Data.

3. YOUR OBLIGATIONS

3.1 Cooperation and Assistance. As a condition to the Company obligations hereunder, you shall at all times:

provide the Company with good faith cooperation and assistance and make available such information, facilities, personnel and equipment as may be reasonably required by the Company in order to provide the Engineering Services, including, but not limited to, providing Customer Data, security credential access, information, and software interfaces to your business applications;
provide such personnel assistance and other personnel, as may be reasonably requested by the Company from time to time; and
carry out in a timely manner all other of your responsibilities set forth in this Agreement

3.2 Enforcement. You will promptly notify the Company of any suspected or alleged breach of this Agreement and will cooperate with the Company with respect to:

any investigation by the Company of any suspected or alleged breach of this Agreement; or
any action by the Company to enforce the terms and conditions of this Agreement. You shall be liable for any violation of the terms and conditions of this Agreement by any director, officer, employee, contractor, subcontractor or agent.

3.3 Customer Data Representations. You represent and warrant to the Company that:

you have all rights, power and authority that are necessary for your collection, use and processing of the Customer Data as contemplated by this Agreement and/or as required by the Engineering Services; and
your use and provision of Customer Data to the Company pursuant to this Agreement will not breach any agreement between you and any third party or violate any applicable local, state or federal laws, regulations, orders or rules.

4. CONFIDENTIAL INFORMATION

4.1 Definition. “Confidential Information” means any business or technical information disclosed by one party to the other party that:

if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure;
if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or
under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. For clarity, Customer Data and Output is considered to be your Confidential Information, the Engineering Services is the Company’s Confidential Information, and the terms of this Agreement constitute Confidential Information of both parties.

4.2 Exclusions. The obligations and restrictions set forth in Section 4.1 will not apply to any information that:

is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party;
is rightfully known by the receiving party at the time of disclosure;
is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or
the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.

4.3 Permitted Disclosures. The provisions of this Section 4 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that is expressly required.

5. LIMITATION OF LIABILITY

5.1 Exclusion of Damages. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE ENGINEERING SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

5.2 Total Liability. THE COMPANY’S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT AND THE USE OF THE ENGEINEERING SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OF ANY DRAWINGS PROVIDED TO YOU BY THE COMPANY, FROM ANY AND ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE LESSER OF THE TOTAL FEES PAID BY YOU UNDER THE AGREEMENT OR ONE THOUSAND US DOLLARS ($1,000.00 USD).

5.3 Termination of Liability. All Company liability shall end sixty (60) days after performance of the Engineering Services, provided that you may continue to enforce a claim for which you gave notice prior to that date by commencing an action or arbitration, before expiration of any statute of limitations or other legal time limitation but in no event later than one year after the Company’s provision of the Engineering Services.

5.4 Third Party Liability. If you are supplying products or services to a third party, or using products or services at a facility owned by a third party, you must either

indemnify and defend the Company from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in this Section 5, or
require that the third party agree, for the benefit of and enforceable by the Company, to be bound by all the limitations included in this Section 5

5.5 For purposes of this Section 5, the term “Company” means Jersey Engineering Solutions, Inc., its affiliates, subcontractors and suppliers of any tier, and their respective employees. The limitations in this Section 5 shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise, and shall prevail over any conflicting terms, except to the extent that such terms further restrict the Company’s liability.

6. GENERAL

This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without the Company’s prior written consent, and any attempt by you to do so, without such consent, will be void. The Company may freely assign or transfer this Agreement, in whole or in part, by operation of law or otherwise. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt.

All notices or approvals will be sent to the addresses set forth in the applicable order form or to such other address as may be specified by either party to the other in accordance with this Section. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement (including all order forms) is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and the Company have executed a separate agreement governing use of the Engineering Services or any other products or services offered by the Company at any time. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by the Company and will be deemed null. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. The Company may amend this Agreement and the changes shall take effect immediately.

The following Articles shall survive termination or cancellation of the Contract: 2, 3, 4, 10, 11, and 12.

7. EXCUSABLE EVENTS

The Company shall not be liable or considered in breach of its obligations to the extent that the Company’s performance is delayed or prevented, directly or indirectly, by any cause beyond its reasonable control, or by armed conflict, acts or threats of terrorism, epidemics, strikes or other labor disturbances, or acts or omissions of any governmental authority. If an excusable event occurs, the schedule for the Company’s performance shall be extended by the amount of time lost by reason of the event plus such additional time as may be needed to overcome the effect of the event. If your acts or omissions cause the delay, the Company shall also be entitled to an equitable price adjustment.

8. CONTACT INFORMATION

If you have any questions regarding this Agreement, you may contact the Company at info@jerseyeng.com