Standard Terms and Conditions
These terms and conditions (“Standard Terms”) are incorporated by reference into the request (the “Request”) submitted by the below indicated Client or its agency (jointly and severally, “Client”) to Lehr Engineering, DPC. In the event of a conflict between these Standard Terms and theRequest , these Standard Terms shall govern. These Standard Terms and the Request are collectively referred to herein as the “Agreement.”
1. Acceptance/Rejection of Requests
Submission of your Request is merely an offer to Lehr Engineering, DPC to use commercially reasonable efforts to provide the services and deliver the deliverables described in the Request for the price proposed therein. The Request is not binding on Lehr Engineering, DPC unless or until Lehr Engineering, DPC delivers written confirmation of its acceptance of the Request to the Client. Lehr Engineering, DPC reserves the right, in its sole discretion, to accept or reject any Request. Acceptance of a Request only obligates Lehr Engineering, DPC to use commercially reasonable efforts to provide the services described in the Request. In the event Lehr Engineering, DPC accepts a Request , Client shall have thirty (60) days to make its survey available to Lehr Engineering, DPC as required by the Request . In the event Client fails to do so within such sixty (60) day period, the Agreement shall immediately terminate. In the event Lehr Engineering, DPC rejects a Request , it may propose an alternative price and/or scope of work for the Request, which such alternative proposal shall be merely an offer to the Client to provide such services and deliver such deliverables as specified in the alternative proposal. Unless otherwise stated in such an alternative proposal, the alternative proposal shall be valid for a period of sixty (60) days from the date of sending. If not accepted by Client (as confirmed in a writing received by Lehr Engineering, DPC) during such period, Lehr Engineering, DPC’s alternative proposal shall be automatically revoked.
During the term of this Agreement, and until such time as the “Confidential Information” (as defined below) is no longer protected as a trade secret or confidential information under New Jersey law, neither party will use or disclose any “Confidential Information” of the other party except as specifically contemplated herein. “Confidential Information” means information that: (1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing: (i) Confidential Information of Lehr Engineering, DPC includes, but is not limited to, the sources from which it obtains survey respondents, and the methods by which it obtains survey respondents; and Confidential Information of either party includes, but is not limited to, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, the advertisement before publication, and the terms of the Request. Confidential Information does not include information that: (i) has been independently developed by the receiving party without access to the other party’s Confidential Information; (ii) has become publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing party, the receiving party shall return all of the disclosing party’s Confidential Information to the disclosing party.
3. Limitations of Liability
In the event that Lehr Engineering, DPC fails to deliver any services or deliverables, including completed surveys, in accordance with, and within the time period(s) set forth in, the applicable Request, or in the event of any other failure, technical or otherwise of such services or deliverables, the entire liability of Lehr Engineering, DPC and the exclusive remedy of Client shall be limited to the price reduction and future credit set forth in Paragraph 3 above. IN NO EVENT SHALL Lehr Engineering, DPC BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF Lehr Engineering, DPC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL Lehr Engineering, DPC’s AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM EXCEED THE AGGREGATE AMOUNT OF THE ORDER. Without limiting the foregoing, Lehr Engineering, DPC shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of Lehr Engineering, DPC. Client acknowledges that Lehr Engineering, DPC has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
This Agreement and the Request constitute the entire agreement of the parties with respect to the subject matter of the Request. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in the State of New Jersey, the jurisdiction and venue of which the parties irrevocably consent to for this purpose. This Agreement may be amended only by a writing executed by a duly authorized representative of each party. Client shall make no public announcement regarding the existence or content of the Request without Lehr Engineering, DPC’s prior written approval, which approval shall not be unreasonably withheld. Any notices under this Agreement shall be sent to the addresses set forth in the Request (or in a separate writing) by facsimile or nationally-recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
By submitting its Request to Lehr Engineering, DPC, Client assent and agrees to these Standard Terms.