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Terms & Conditions

TERMS & CONDITIONS

1. Definitions

In these terms and conditions (“Conditions”) the following words have the following meanings.

  • “Customer” means the person, entity or company to whom APEX’s quote is addressed, including its successors and approved assignees.
  • “APEX” means APEX 3D Scanning Solutions, LLC
  • “Services” means services of any description but not limited to two-dimensional and three-dimensional mapping, offered by APEX to Customer.
  • “Quote” means a sales quotation directed by APEX to Customer for the supply of specified Services on the basis only of these Conditions.

    2. Application and Acceptance

  • All Quotes and sales by APEX are subject to these conditions and the terms on the face of the Quote, which constitute the sole terms and conditions under which APEX will sell Services to Customer. Written acceptance of a quote, or any other conduct consistent with acceptance of a quote, such as the payment of APEX’s invoice, constitutes acceptance by Customer of these Conditions.
  • These Conditions shall apply to the exclusion of any terms and conditions of contract imposed or sought to be imposed by Customer at any time, whether attached by Customer to any order or otherwise, and Customer must accept the conditions exactly as set forth herein. The signing by APEX of Customer’s documentation does not imply any modification of these Conditions. Unless otherwise specified, all Quotes expire 30 calendar days from the date issued and are subject to termination by APEX’s oral or written notice within that period.
  • These Conditions shall remain in force until such time as APEX advises Customer in writing that APEX has adopted revised Terms and Conditions of Sale in substitution for these Conditions

 

3. Delivery

APEX is not responsible for any delay or failure to make delivery caused by unforeseen difficulties, its inability to obtain materials, parts, supplies or labor through its usual and regular sources, interruption of transportation, delays in delivery, government regulations, labor disputes, strikes, acts of God, war, terrorism, civil unrest or other any other cause (whether or not similar to the listed causes) beyond its reasonable control. If Customer causes a delay, any increased costs required to meet the original or agreed rescheduled service date are Customer’s sole responsibility.

 

4. Price and Payment

  • Customer agrees to pay all taxes, including without limitation, taxes on manufacture, sales, use and similar taxes, and all other taxes, levies and duties applicable to the Services (other than United States federal, state or local taxes based on the net income of APEX), however designated or levied and whether or not specified in any invoice unless Customer provides APEX with satisfactory certificates or other evidence of exemptions. All prices shown on the Quote are exclusive of such taxes unless otherwise indicated.
  • Payment is due upon Customer’s receipt of each invoice. Customer agrees to pay a monthly late charge equal to 2% of the past due balance, not to exceed the maximum lawful interest rate, for invoices that are not paid within 60 days.
  • Customer must make any claims for incorrect charges within 15 days after receipt of the invoice or any such claim is waived by Customer.
  • Quoted prices are based on information provided to APEX by the customer. APEX reserves the right to update the quoted price after a site visit has been completed or receipt of additional information from the customer.

 

5. Warranty and Customer Remedies

  • APEX expressly disclaims all guaranties or warranties, express or implied, and whether arising by operation of law, course of performance, conduct or dealing, custom or usage in the trade or profession or otherwise, including without limitation, warranties of MERCHANTABILITY or FITNESS for a particular purpose, and there are no oral implied warranties made in connection with or respect to the Services sold hereunder.
  • In no event shall APEX be liable to Customer or third parties for any consequential, special, incidental, exemplary, punitive or other similar damages, losses or expenses (including without limitation lost profit, sales, revenue, business opportunity or business advantage), or injury to person or property, under any legal theory or cause of action, even if advised of the possibility of such damages.

 

6. Remedies
Any order once placed and accepted by APEX is not subject to cancellation unless otherwise agreed by APEX in writing. Cancellations are subject to reasonable charges based upon costs already incurred and commitments made by APEX. In the event of Customer’s default, Customer is liable for all costs and expenses, including reasonable attorneys’ fees, incurred by APEX in enforcing its right to payment. Any suit, action or proceeding with respect to these Conditions must be brought in either the Court of Common Pleas located in Rutherford County, TN or in the Federal District Court for the Middle District of TN

7. Intellectual Property
The Services are supplied in accordance with Customer’s specifications and design. Accordingly, Customer agrees to defend, indemnify and hold APEX harmless against all liability or alleged liability to third parties and all damages, claims, demands, loss, liabilities and expenses arising from or in connection with any claims, actions or suits based upon actual or alleged infringement of any third party’s intellectual property or proprietary rights. Customer’s obligation to indemnify and defend APEX will survive Customer’s payment of the price and APEX delivery.

8. Data Storage and Retention
APEX will archive customer data for 90 days after project completion. Customer may elect, for an additional fee, to extend the archive period. APEX assumes no responsibility for storing customer data beyond the 90 days or optional service period. APEX data storage service is for convenience only and APEX shall not be liable for loss of data for any reason. APEX strongly encourages customer to immediately download and retain a copy of all data delivered by APEX to customer.

9. General Operation
No contract to purchase Services, or any other rights including the warranties set forth in Section 5 may be assigned by Customer without APEX’s prior written consent. No variation of these Conditions shall be binding unless agreed in writing by an authorized representative of APEX and Customer. No waiver, forbearance or indulgence by APEX of any breach of these Conditions by Customer shall prejudice APEX rights or be considered a waiver of that breach or of any subsequent breach. These Conditions supersede any prior or contemporaneous oral or written agreements and representations between Customer and APEX with respect to the Services. Any action for breach of these Conditions must be commenced within one year after the cause of action has accrued. These Conditions shall be governed and construed in accordance with the laws of the State of TN without application of conflict or choice of law principles.

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