Vilkår og Betingelser
The Empire Render Standard Terms and Conditions (“Terms & Conditions”) shall govern all transactions between Empire Render (“Empire”) and all Empire Render customers (“Customer”) for all 3D rendering services and products.
Customer expressly acknowledges and agrees that the Standard Terms & Conditions supersede over any pre-printed terms and conditions on any Customer purchase order or other sales document and are incorporated by reference and deemed an integral part of any Quotation, Order Confirmation or other agreement for Services. Any request and/or receipt of 3D Services includes Customer’s agreement to be bound by these Terms & Conditions. Any variation or modification to these Terms & Conditions must be in writing.
Services and Prices.
The price and payment terms for all 3D products and/or services (“Services”) are as set forth in the Quote/Order Confirmation/Invoice.
Quotations and Specifications.
Upon receipt of specifications from the Customer, Empire shall indicate its ability and agreement to provide Services through issuance of a Quotation. It is the Customer’s responsibility to confirm that all specifications indicated in a Quotation are complete and accurate in all respects. In the event that any specification is found to be incomplete or inaccurate, Empire reserves the right to stop work until such time as appropriate and agreeable changes to a Quotation or Order Confirmation are finalised.
The Quotation and Order Confirmation contains the complete and exclusive definition and description of the Services to be provided, price and payment terms.
Upon issuance of a Quotation, Customer shall notify Empire of its approval and acceptance of the Quotation in writing.
Before any work commences the customer shall have the right to make changes in drawings, designs, specifications, materials, and method of delivery within the agreement which is listed in the quotation. If any such change causes an increase in the cost of an item or time required for the Services, an equitable adjustment shall be made to the Quotation/Order Confirmation in writing. All quotation allows the customer up to three rounds of changes to the draft image.
Any changes beyond the third round or after the final high resolution image has been issued will be charged to the customer at the fee specified in the terms and conditions of the initial invoice.
The Customer may cancel any Service under a Quotation or Order Confirmation without a cancellation fee or other liability at any time prior to any work or issuance of an Order Confirmation by providing Empire with written notice of such cancellation by email, facsimile or by mail. Costs and/or fees for Services where work has begun will be prorated based on the amount of work performed and the costs incurred to the time of cancellation.
Compatibility and Intellectual Property
All intellectual property rights in any Original and the specification shall remain the property of and vested in Customer. All intellectual property rights to any Services shall be vested in and be the exclusive property of Empire with Customer retaining a non-exclusive, perpetual, non-assignable license to the Services, unless otherwise specifically stated in a Quotation or Order Confirmation.
Empire warrants that the Services and all rights thereto are owned by Empire and shall not violate any copyright, patent, trademark, trade secret or any other proprietary right of any third party. Empire represents and warrants that it has and will convey to Customer good title to the Services, free and clear of all liens and encumbrances and that the Services are in compliance with all federal, state and local laws, rules and regulations.
Customer’s request for Services and delivery of an Original to Empire for scanning, copying and/or reproducing indicates Customer’s representation and warranty that Customer has the full legal right to scan, copy, reproduce and possess the Original.
Customer agrees to indemnify, defend and hold harmless Empire, its directors, officers, employees and agents, from and against all liability, including a claim of intellectual property infringement based on copyright, trademark, patent and/or trade secret arising out of delivery of an Original to Empire and/or a request for Services of scanning, copying or reproducing the likeness of any Original.
Limitation of Liability.
Except as otherwise expressly stated herein, all conditions, warranties and representations, expressed or implied, by statute or otherwise, in relation to the performance or non-performance of any Services are hereby excluded to the full extent permitted by law.
Unless otherwise agreed in writing, all drawings, illustrations, descriptions, specifications, technical data, advertising and other similar information issued by Empire or contained in any Empire literature, website or other publication is published solely as a means of approximating Empire’s Services and shall not form a part of any Quotation or Order Confirmation unless specifically stated therein.
Empire shall bear no liability, in contract or tort (including negligence or other breach of statutory duty) for any misrepresentation or for any loss or damage, direct or indirect, foreseen, known or advised in advance, including but not limited to loss or damage incurred by Customer as a result of third party claims, loss of actual or anticipated profits, loss of business opportunity, loss of anticipated benefits, loss of goodwill, any indirect, special or consequential loss or damage howsoever caused. Empire’s total liability under or in connection with the performance or non-performance of any Services whether for negligence, breach of contract, negligent or intentional misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to the amount actually paid under any Quotation or Order Confirmation.
EMPIRE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) RESULTING FROM ITS PERFORMANCE OR ANY FAILURE TO PERFORM HEREUNDER INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR OPPORTUNITIES, EVEN IF EMPIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Any action resulting from any claimed breach on the part of Empire must be commenced within 6 months of the date the cause of action has accrued.
Performance and Delivery.
Unless otherwise agreed by Empire, all Services shall be performed at Empire’s discretion. The Customer shall deliver all required documentation to complete the Services to Empire before any work and commence.
All deadlines indicated are estimates only and Empire shall bear no liability for any delay in delivering the Services. The Customer shall be notified of completion of Services by email or telephone upon completion. Unless otherwise agreed in writing, Customer shall arrange for retrieval of all required or necessary Originals within five (5) business days of notification of completion of Services. Empire reserves the right to charge a reasonable daily storage fee for any Original not retrieved by Customer within seven (7) days of notification. Originals not retrieved after thirty (30) days may be disposed of at Empire’s discretion.
Unless otherwise agreed in writing Empire shall not be liable for any loss or damage to any Original.
All Services shall be delivered to Customer electronically by email or other file transfer protocol, at Empire sole discretion, unless otherwise indicated in Customer’s specifications. Upon Customer’s advance request, flash drives or other media is available. Cost of media and related tax shall be billed accordingly to Customer’s account.
Full payments for all Services are due at or before the time of delivery. Upon issuance of an Order Confirmation and before start of work, Customer shall pay a deposit of 40% of the total Quotation amount. Upon completion of the Services, Empire shall prepare and deliver a limited sample version of all files to Customer for inspection. Upon final payment of any balance due, the fully accessible file shall be delivered to Customer. Any other payment terms and conditions must be specifically agreed to in writing in advance.
Empire may suspend performance of any Service and/or terminate any Quotation or Order Confirmation forthwith by giving notice to Customer based on i) Customer’s breach of any obligation under these Terms & Conditions, any Quotation or Order Confirmation; ii) Customer’s voluntary or involuntary application for bankruptcy or any assignment on behalf of a creditor; iii) Customer’s notice of winding up or dissolution; iv) Customer’s ceasing or suspending business or payment of any of debts or failure to pay any debts as they become due. Upon such notice of termination, all amounts due and payable to Empire shall become immediately due and payable and Empire shall have no further obligation to perform any Services.
Non-Solicitation; No Hiring
Customer shall not solicit or hire, on behalf of itself or any third party, any Empire employee, independent contractor, or agent without the specific approval of Empire, in writing in advance. Customer hereby agrees that in the event any Empire employee, independent contractor or agent is hired or employed by Customer, directly or indirectly, Empire shall act as agent to the transaction and be entitled to 30% of the employee’s, independent contractor’s or agent’s annual salary.
All Quotations, Order Confirmations, Services, estimates, budgets, proprietary software are the exclusive and confidential property and trade secrets of Empire (“Confidential Information”) and Customer shall maintain the confidentiality of all such Confidential Information from third parties, except as used in procurement of the Services.
Relationship of the Parties
The relationship of Empire and Customer shall be that of independent contractor and no employment, partnership or joint venture relationship is intended or implied, except as otherwise set forth in a separate written agreement.
Neither Customer nor Empire shall bear any liability be deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any obligations under a Quotation, Order Confirmation if such delay or failure was beyond that party’s reasonable control (including, without limitation, any strike, lockout or other industrial action, act of God, flood, war or threat of war, accidental or malicious damage, or prohibition or restriction by any government or other legal authority).
If Customer or Empire claims to be unable to perform any obligation under a Quotation or Order Confirmation, for any reason set forth herein, that party shall immediately notify the other party of the nature and extent of the circumstances in question.
This condition shall cease to apply when any such circumstances have ceased to have effect on the performance of the Services. If any circumstance described herein continues for more than three (3) months, the other party shall be entitled to terminate the Quotation or Order Confirmation upon one (1) month’s written notice.
Ownership of the Documents. The completed documents remain property of Empire until the final payment is made to Empire. Empire also reserves the right to use the completed documents for advertising purposes with permission in writing. Empire also reserves the right to withhold any production documents until the final payment is made.