Certified Inspection Services

 Purchase Order Terms and Conditions

Terms Last Updated: [September 15, 2021]

1.              Acceptance of Terms. Customer agrees to be bound by and to comply with the terms set forth herein, and the terms on any applicable proposal, quote, other description of services, request, or agreement to provide services (“Proposal”) to which these terms are attached or are incorporated by reference (each as amended or supplemented, and together with any specifications and other documents referred to herein or on the Proposal, collectively this “Order”).  This Order governs the terms for certain inspection, testing, or other services (the “Services”) performed by Certified Inspection Services, Inc. (“CIS”).  This Order shall be irrevocably accepted by Customer upon the earlier of: (a) Customer’s issuing any acceptance or acknowledgement of this Order, including agreeing to the terms online; or (b) CIS’ commencement of the work called for by this Order in any manner.  The terms set forth in this Order take precedence over any additional or different terms in any other document connected with this transaction unless such additional or different terms are (a) part of a written agreement (“Agreement”), which has been negotiated between the parties and which the parties have expressly agreed may override these terms in the event of a conflict; or (b) set forth on the Proposal issued by CIS to which these terms are attached.   In the event these terms are part of an Agreement between the parties, the term “Order” used herein shall mean any purchase order issued under the Agreement.  The terms of this Order shall not be superseded by any terms attached to any document or purchase order provided by Customer. 

CIS reserves the right to update, change, or replace any part of these Order terms and Conditions by posting updates and/or changes to this website.  The terms and conditions applicable to a Proposal shall be the version  accepted or acknowledged by Customer, as outlined above, at the time the Proposal is executed. 

2.              Fees. The Services provided by CIS are highly dependent upon Customer’s schedules, weather, overlapping of the work of others contractors of Customer, and other factors not within the control of CIS.  Customer acknowledges that such factors and other unforeseen circumstances can affect the successful completion of the Services by CIS within the anticipated budget stated in the Proposal and that, therefore, the anticipated budget is not a guarantee by CIS that the Services will be completed by CIS for that amount. The Services performed by CIS shall be performed on a time and materials basis at the agreed-upon rates identified in the Proposal (the “Fees”) until completed unless otherwise directed by Customer regardless of whether the compensation for completion of such Services exceeds the anticipated budget.

3.              Payment. All Fees are due and payable as set forth in the Proposal, or if no payment terms are stated in the Proposal, due and payable within thirty (30) days of the invoice date. Any Fees received after the due date shall be subject to a late fee equal to one and one-half (1.5%) per month or the maximum amount allowable by law, whichever is less.  Customer shall be responsible for any and all collection fees, including reasonable attorney’s fees and court costs incurred by CIS to collect any sums due hereunder.  CIS shall have the right to stop performance of the Services and withhold any required reports should Customer fail to timely pay any invoices due to CIS.  CIS shall not be bound by any provision or agreement conditioning CIS’ right to payment upon payment by a third party.  

Any tax, tariff, or duty which is imposed upon the Services by any governmental authority is the responsibility of Customer.  If CIS is obligated to collect any such taxes, they shall be separately stated on any invoice issued by CIS. 

4.              Standard Performance, Disclaimer of Warranties. CIS represents that all personnel performing the Services possess all necessary training, licenses and permits to perform the Services, based on information provided by customer at the time of inspection, and that its performance of the Services will conform to the standard of practice of a professional that specializes in performing professional services of the nature and complexity of the Services in a similar locale and under similar circumstances.  NO OTHER REPRESENTATION, WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, IS INCLUDED OR INTENDED BY THIS ORDER OR ANY REPORT, OPINION, DOCUMENT OR OTHER INSTRUMENT OF SERVICE INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY AND WARRANTY FOR A PARTICULAR PURPOSE.  CIS’ SERVICES ARE NOT A GUARANTEE OF THE QUALITY OF THE WORK PERFORMED BY OTHERS AND DOES NOT RELIEVE OTHER PARTIES OF THEIR RESPONSIBILITY TO PERFORM THEIR WORK IN ACCORDANCE WITH THE APPLICABLE PLANS, SPECIFICATIONS AND REQUIREMENTS.   

5.              Customer’s Performance and Responsibilities. CIS is not responsible for Customer’s means, methods, techniques or sequences during the perform of Customer’s work as part of Customer’s project for which the Services are provided for (the “Project”).  CIS will not supervise or direct Customer’s work or be liable for any failure of Customer to complete its work in accordance with the Project plans, specifications and applicable codes, laws and regulations.  Customer understands and agrees that Customer, not CIS, has sole responsibility for the safety of persons and property at the Project site where the Services are performed.  CIS shall not be responsible for job site safety or the evaluating and report of job conditions concerning health, safety or welfare.

Contractor agrees to grant and obtain free access to the Project site for all equipment and personnel necessary for CIS to perform the Services under this Order.  Contractor shall supply CIS with all information and documents relevant to CIS’ Services.  CIS is entitled to rely upon such information without verifying its accuracy.  Customer will notify CIS of any known potential or possible health or safety hazard regarding the work to be tested, including its intended use, chemical composition, MSDS, manufacturer’s specifications and literature and any previous test results.  

6.              Changed Conditions. Customer is responsible for notifying CIS of any underlying conditions or circumstances that may affect the performance of the Services. If CIS discovers conditions or circumstances that it had not contemplated at the commencement of this Order, CIS will notifying Customer in writing of such changed conditions.  Customer and CIS agree that they will then negotiate in good faith the necessary modification of any relevant terms and conditions of this Order, including but not limited to, the Services and Fees.  If the parties cannot agree upon amended terms and conditions within fifteen (15) days after notice by CIS, CIS may terminate this Order.

7.              Ownership and Use of Documents. Documents prepared by CIS are solely for use by Customer and will not be provided by either party to any other person or entity, other than the Project Architect, Structural Engineer, and Owner of the Project site, without CIS’ prior written consent.  Customer has the right to reuse the documents for purposes reasonably connected with the Project for which the Services are provided, including without limitation design and licensing requirements of the Project.  No party other than Customer may rely, and Customer will not represent to any other party that it may rely, on documents prepared by CIS without CIS’ express prior written consent and receipt of additional compensation.  Customer will defend, indemnify and hold harmless CIS from and against any claim, action or proceeding brought by any party claiming to rely upon information or opinions contained in the documents provided to such person or entity, published, disclosed or referred to without CIS’ prior written consent.

8.              Notices. Any notices required under this Order shall be provided in writing via certified U.S. mail, return receipt requested, overnight courier, or delivery service with signature required.  Notices to Customer shall be sent to the address listed in the Proposal.  Notices to CIS shall be sent to: Certified Inspection Services, Inc., P.O. Box 58766, Tukwila, WA 98138, ATTN: Emi Byrnes.

9.              Indemnification and Liability. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS CIS, ITS SUBCONSULTANTS AND SUBCONTRACTORS, AND ALL OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, LIABILITIES, DAMAGES, EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COSTS OF DEFENSE) OR OTHER LOSSES RELATED TO THIS ORDER OR THE SERVICES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CIS.  

10.           Insurance. CIS carries Statutory Workers’ Compensation and Employer’s Liability Insurance; Commercial General Liability Insurance for bodily injury and property damage; Automobile Liability Insurance, including liability for all owned, hired and non-owned vehicles; and Professional Liability Insurance.  Certificates of Insurance shall be furnished by CIS upon request.  Additional charges may apply for Waiver of Subrogation and Additional Insured Endorsements.

11.           Mutual Waiver of Consequential Damages. Neither Customer nor CIS will be liable to the other, regardless of whether any claim is based in contract or tort, for any special, consequential, or incidental damages, including but not limited to lost profits or revenue, arising out of or in connection with this Order or the Services performed in connection with this Order.

12.           Limitation of Liability. The total cumulative liability of CIS, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees and agents, to Contractor and its successors and all parties included as additional insureds on CIS’ insurance policies and all of their respective shareholders, directors, officers, employees and agents arising from or relating to Services under this Order, including attorneys’ fees due under this Order, will not exceed the gross compensation received by CIS under this Order. The limitation herein applies to all lawsuits, claims or actions that allege errors or omissions in CIS’ Services, whether alleged to arise in tort, contract, warranty, or other legal theory.  

13.           Independent Contractor. CIS, its employees, subcontractors and subconsultants shall at all times be deemed an independent contractor wholly responsible for the manner in which it performs the Services, and fully liable for the acts and omissions of its employees, subconsultants and agents.  Under no circumstances shall this Order be construed as creating an employment, agency, joint venture or partnership relationship between CIS and Customer, and no such relationship shall be implied from the performance of this Order.

14.           No Third-Party Beneficiaries. Except as expressly provided in this Order, nothing in this Order shall operate to confer rights or benefits on persons or entities not a party to this Order.

15.           Assignment and Subcontracts. During the term of this Order and following its expiration or termination for any reason, Customer may not assign this Order or any right or claim hereunder, in whole or in part, without the prior written consent of CIS.  Any assignment that fails to comply with this paragraph will be void and of no effect.  

16.           Suspension and Delays. In the event that Customer suspends performance of all or any part of the Services by CIS for a period of more than sixty (60) days, CIS may terminate this Order and any Services thereunder. CIS shall not be liable for delays in performing the Services due to national emergency, inclement weather, fire, flood, natural disaster, war, riot, strike, power outage, pandemic, epidemic, government action, or other events beyond the reasonable control of CIS (“Force Majeure Event”).  If a Force Majeure Event occurs, CIS will inform Customer of the reason for the delay as soon as practicable.    

17.           Termination. CIS may terminate this Order for convenience upon thirty (30) days’ written notice to the other party.  In the event of a material breach of this Order, the non-breaching party may terminate this Order if the breaching party fails to cure the breach within five (5) business days following delivery of the non-breaching party’s written notice of the breach to the breaching party.  The termination notice must state the basis for the termination.  The Order may not be terminated for cause if the breaching party cures the alleged breach within the five (5) day period provided herein.  Upon termination under this Section, Customer will pay CIS for Services performed prior to the termination effective date and, for any necessary Services and expenses incurred in connection with the termination of the Order, including but not limited to, the cost of completing analysis, records and reports necessary to document the status at the time of termination in accordance with CIS’ then current Fee Schedule. 

18.           Entire Agreement. This Order, Agreement, and any written modification shall represent the entire and integrated agreement between the parties hereto regarding the subject matter of this Order, shall constitute the exclusive statement of the terms of the parties’ agreement, and shall supersede any and all prior negotiations, representations or agreements, written or oral, express or implied, that relate in any way to the subject matter of this Order or written modification.  All prior negotiations are merged into this Order and shall be inadmissible in any enforcement of this Order.

19.           No Waiver. Either party’s waiver of any breach, or the omission or failure of either party, at any time, to enforce any right reserved to it, or to require strict performance of any provision of this Order, shall not be a waiver of any other right to which any party is entitled, and shall not in any way affect, limit, modify or waive that party’s right thereafter to enforce or compel strict compliance with every provision hereof.

20.           Severability.  Any provision or portion thereof of this Order prohibited by, or made unlawful or unenforceable under, any applicable law of any jurisdiction, shall as to such jurisdiction be ineffective without affecting other provisions or portions thereof of this Order.  If such provisions of such applicable law may be waived, they are hereby waived to the end that this Order may be deemed to be a valid and binding agreement enforceable in accordance with its terms to the greatest extent permitted by applicable law.

21.           Survival of Provisions. Except as otherwise separately and expressly provided by the parties in writing, the provisions of this Order shall to the greatest extent practicable, survive any expiration or termination of this Order, and any completion of the Services.

22.           Choice of Law; Venue. This Order shall be governed under the laws of the State of Washington, without regard to any conflict of law provisions.  The Parties shall attempt to resolve any and all disputes or claims arising out of this Order through mutually cooperative negotiation in good faith. If negotiation is unsuccessful, the matter may then be submitted to mediation.  If mediation is unsuccessful, the matter shall be fully and finally settled by closed-door arbitration with a recognized Alternative Dispute Resolution (“ADR”) group in King County, Washington by an arbitrator chosen in accordance with the ADR rules, and the judgment upon award may be entered in any court having jurisdiction thereof. The attorneys’ fees and costs of dispute resolution shall be borne by the losing Party unless the Parties stipulate otherwise or in such proportions as the mediator or arbitrator shall decide.