1.  Engagement of Services

Once work is authorized by the customer, Direct is committed to certain initial expenditures, both direct and indirect (i.e., specific training, travel, specialty tooling, materials, project management, etc.) which are generally priced into the entire scope of the project.  If the project is canceled, delayed, terminated or significantly changed through no fault of Direct, these expenses will be due and payable to Direct on a pro-rata basis.  Any request for reimbursement of these expenses will be itemized and defined.

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2.  Change to Scope of Work

Direct will notify the customer if there is a material change to the Scope of Work that will require Direct to incur more cost than budgeted.  The customer agrees to pay Direct for any such expenses plus reasonable profit and overhead if the customer desires to continue under the changed Scope of Work.

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3.  Permits and Taxes

Permits are not included unless specifically noted otherwise.  Permits, inspection fees, drawings, etc., will be provided by Direct at the cost of obtaining them.  Taxes are not included in the Proposal unless specifically noted otherwise.

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4.  Direct Employees

The customer agrees that it shall not hire any employee of Direct who is currently working on a project for the customer, or any employee of Direct who has worked on a project for the customer within the last twelve months.  The customer further agrees not to hire any former Direct employee that performed any work on a project for the customer at any time within the prior twelve months.  The customer agrees and understands that this provision is necessary so that Direct can protect its investment of time and money in its employees, as well as any confidential or proprietary information known by its employees. 

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5.  Payment Terms

Standard Payment terms are COD unless an active account in good standing has previously been established or approved by the credit department.  A service charge may be charged on all past due amounts in accordance with your net payment terms and may be subject to 1.5% incurred for the invoice total.  You may avoid a service charge or additional service charges upon payment at any time of the unpaid balance.
 
6.  Warranty

Direct will warranty all labor and provided material, excluding expendable items such as lamps, fuses and other disposable items, etc. on all service, repair or construction work for a period of 1 year from the date of completion.

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7.  Indemnity

The customer agrees to defend and indemnify Direct from any and all third party claims, demands, action, lawsuits, liability, damages and/or costs, including reasonable attorney's fees and expert fees, arising out of or relating to Direct's services under this agreement or the Scope of Work under this agreement, regardless of the cause, including active or passive negligence of Direct, the customer, or others, unless such claim, demand, action, lawsuit, liability, damage or cost is caused by the sole negligence of Direct.

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8.  Attorney's Fees

If Direct is required to hire attorneys to collect amounts owed under this agreement, the customer agrees to reimburse Direct for all attorney's fees, expert fees and other legal expenses or court costs that it may incur to collect such amount.

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9.  Incorporation by Reference

Unless expressly agreed in writing otherwise, these Standard Terms and Conditions are a part of, and hereby incorporated by reference, all Proposals submitted by Direct to the customer and any Credit Agreement signed by the customer, and all terms and conditions of any such Proposals or Credit Agreements.