The following Standard Terms and Conditions are an integral part of your contract with COMPEX. These terms are in addition to the terms provided to you as part of your sales proposal. If any term of any sales proposal provided to you by COMPEX conflicts with any term stated here, then the term stated herein shall control except to the extent that the proposal specifically states that it takes precedence over these Standard Terms and Conditions.
You are responsible for clearly instructing COMPEX as to exactly what work COMPEX is to perform for you. This is the only way COMPEX can ensure that its production staff understands your needs and can deliver a high quality work product. Your designated COMPEX representative will then provide you with a detailed, clear, and precise written description of the work to be performed by COMPEX. However, if they fail to do so, it is solely your responsibility to demand one from them. In the alternative, you may choose to write and deliver such a written description to COMPEX before COMPEX begins work on your project. You agree to be responsible for any ambiguity in the instructions that COMPEX follows in completing your work.
If, after COMPEX begins work on your project, you decide you want the work done differently than as specified in the original instructions then you shall be solely responsible for providing revised instructions to COMPEX. If COMPEX incurs costs in conjunction with following any revised instructions, whether through re-work, abandoned work, or additional work, then you shall pay an additional charge consistent with the new work and with the original contract pricing. Your obligations regarding written instructions, as described in the Instructions paragraph above, shall apply to all change orders.
Payment and Late Payment
Payment is due for goods and services no later than thirty days following invoice date. Payment to COMPEX shall not in any way be contingent upon your receiving payment from your client or from any third party and shall be totally independent of any agreement that you might have with your client or third party. Invoices not paid within 30 days of the invoice date will, beginning on the next monthly invoice date, accrue time-price escalation charges at the rate of 1.5% per month from the original invoice date. This time-price escalator is not interest or a penalty, but increases our fees for services rendered based on the timing of payment of our billed fees and costs. You agree that this price escalator is reasonable and is not a penalty.
You and COMPEX agree that any controversy or claim arising out of or related to this contract, or the breach thereof, shall be decided by binding arbitration that is subject to the Federal Arbitration Act and that shall be administered by the American Arbitration Association under its applicable rules (provided that, if the AAA is for any reason unable to administer the arbitration then JAMS shall do so). Any such arbitration must be brought exclusively in Los Angeles County, State of California. You and COMPEX each waive the right to proceed in court, the right to a jury trial, and the right to appeal. You agree that your claim shall be heard and decided individually. You shall have no right or authority to have any claims arbitrated on a class action basis (as a class member, class representative, or otherwise), nor shall your claim be joined with other claims.
Exclusion of Certain Types of Damages
You and COMPEX agree that, except as may be otherwise provided under applicable laws, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages.
Limitation of Liability
Your recovery on any claim shall be limited to the dollar value of this contract.
In any dispute between you and COMPEX arising from your contract with COMPEX, the prevailing party shall be entitled to recover reasonable attorney’s fees, reasonably incurred costs, and reasonably incurred expert fees, except to the extent prohibited by applicable law or the applicable arbitration rules.
If, at any time, COMPEX’s services do not conform to your expectations you must notify COMPEX in writing, within a reasonable time not to exceed 30 days, stating precisely the nature of your complaint. Your failure, for any reason whatsoever, to provide such written notice shall constitute a waiver of any and all claims based on such non-conformity, and no evidence of such non-conformity shall be admissible in any legal proceeding unless first offered by COMPEX.
Disclaimer of Warranty
COMPEX disclaims all implied warranties including, without limitation, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, and all express warranties except those explicitly made in these Standard Terms and Conditions. Certain state laws may not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimer may not apply to you, and you might have additional rights.
This contract shall be governed and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. You agree to waive any and all objections that you may have to California law as the governing law and to the sole and exclusive venue being Los Angeles County, California.
Fax and emailed signatures shall have the effect of original signatures. This contract may be executed in counter-parts. These Standard Terms and Conditions form an essential, but not a complete, statement of the contract between you and COMPEX.