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1. Services.  Pursuant to these terms, conditions and limitation of liability and limited warranty (the "Agreement") T&T Weber Hydraulic Inc. ("T&T Weber") will provide the hydraulic pump repair and/or replacement services (the "Services") identified on the invoice and/or estimate of the same date hereof (the "Invoice/Estimate") to the individual and/or company  named on the Invoice/Estimate (the “Client”). 

 2. Payments.  Client agrees to pay T&T Weber the specific fees for the Services identified on the Invoice/Estimate (the "Fees"). If any products or equipment (“Parts”) are needed as part of the Services, Client shall pay fifty percent (50%) of the costs  before T&T orders the Parts. The remainder of the costs  for any ordered Parts and all other Fees are due upon completion of Services by T&T Weber, except as specifically agreed to by T&T Weber in writing.  Late payments are charged an annual compound interest rate of  eighteen percent 18% per annum

3. Client's Representations.  The Client represents and warrants that: (a) this Agreement is duly authorized; (b) the Client shall provide T&T Weber with all necessary access and resources to provide the Services; (c) the Client shall obtain all necessary permits and approvals from any party prior to the commencement of the Services by T&T Weber; and (d) the Client shall inform T&T Weber of any specific concerns or requirements related to the Services .

4. Limited Warranty. T&T Weber represents and warrants that its Services and any Parts furnished as part of the Services will be free from defect for a period of one (1) year from the completion date of the Services.  Notwithstanding the foregoing, if T&T Weber furnishes third-party Parts as part of the Services, T&T Weber will only warrant the Parts to the extent warranted by such third-party.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, T&T WEBER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT OT THE SERVICES PERFORMED AND/OR ANY PARTS, IF ANY, PROVIDED HEREUNDER.

5. Limited Warranty Exclusions.  The Limited Warranty above expressly excludes the following:

a. Damage caused, induced or produced by a part (“Defective Part”) that was previously identified by T&T Weber as an issue and Client refused to allow T&T Weber to repair or replace the Defective Part.

b. Damage caused, induced, or produced by Client’s misuse or neglect or any attempted repair or modifications by Client or any third party without the prior written consent of T&T Weber.  

c. Damage caused, induced or produced by normal wear and tear or any external factors beyond T&T Weber’s control.    

6. Limited Warranty Procedure and Remedies.  All warranty claims must be made in writing to T&T Weber within fourteen (14) days of Client’s discovery of any alleged defective Service and/or Part. T&T Weber has sole and absolute discretion for determining whether any claim is covered by the Limited Warranty and/or excluded by the Limited Warranty Exclusions herein. .If a claim is covered by the Limited Warranty, T&T Weber will repair or replace the defective Services or Part at T&T Weber’s sole determination and expense. Repair or replacement is Client’s sole and exclusive remedy for all warranty claims.  

7. Change Order/ Modifications.  No modifications or additional services shall be provided by T&T Weber without written authorization and approval by both parties.  Any additional services shall become part of this Agreement and all terms and conditions of this Agreement shall apply to any additional services, except that the Services and the Fees shall be modified to include the additional services and costs.

8. Choice of Law.  This Agreement shall be governed, construed and interpreted in accordance with Massachusetts law, notwithstanding any conflicts of laws principles that would choose the laws of a different state.

9. Dispute Resolution/Arbitration.  Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including determination of the scope or applicability of this arbitration provision, shall be exclusively determined by binding arbitration in Worcester County, Massachusetts, in accordance with the Streamlined Arbitration Rules and Procedure of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one arbitrator, who shall be selected from the list of JAMS arbitrators in accordance with the Streamlined Rules and Procedure of JAMS.  The Arbitrator’s decision shall be binding upon the parties and the Arbitrator award may be entered in any court having jurisdiction.  Except as otherwise provided herein, the costs of the arbitration, including administrative and Arbitrator’s fees, shall be shared equally by the parties, and each party shall bear its own costs and attorneys’ fees incurred in connection with the arbitration. For all purposes of this Agreement, the parties’ consent to the exclusive jurisdiction and venue in the Commonwealth of Massachusetts.

10. Attorney's Fees and Costs.  The prevailing party in any arbitration, litigation, or dispute arising out of relating to this Agreement or the Services shall be awarded attorney's fees and costs, including the costs of arbitration.      

11. Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement, which shall remain in full force and effect.

12. No Assignment.   Neither party shall assign this Agreement or any of its rights or interests or obligations herein  by operation of law or otherwise, without the prior written consent of the other party.  Any assignment or attempted assignment in contravention of this paragraph shall be void ab initio.

13. Limitation of Liability and Remedies.  T&T Weber SHALL not be liable for any direct, indirect, consequential, incidental, special, exemplary or punitive damages arising from or relating to the services or this Agreement, whether based in Contract, tort (including ordinary negligence), or other theory, even if T&T Weber has been advised of the possibility of such damages.  Notwithstanding the foregoing, if T&T Weber is found liable to ANY Client or any third party for any damages, whether based in contract, tort (including ordinary Negligence) or other theory, arising from or relating to the services or this agreement, T&T Weber's liability is limited to the Fees paid by Clients to T&T WEBER for the  services.

14. Entire Agreement.  This Agreement and any documents incorporated by reference herein, including but not limited to the Invoice/Estimate, constitutes the entire agreement between the parties. Any prior agreement or representations not expressly set forth herein are of no force or effect.

15. Termination. This Agreement may only be terminated by mutual agreement of the parties. Notwithstanding the foregoing, T&T Weber may terminate this Agreement upon Client’s breach of this Agreement or in the event that T&T Weber determines, in its sole discretion, that T&T Weber cannot preform the Services safely or effectively. In the event of termination for any reason, the Client shall pay T&T Weber in full for all Services rendered by T&T Weber up to the date of termination.

16. Notice. Unless otherwise specified, any notice or requests for authorization mandated by this Agreement must in writing and sent by certified first-class U.S. postal mail to T&T Weber Hydraulic, Inc.  184 Stone Street, Unit 5, Clinton, MA 01510 or by email to ejb@ttweberhydraulic.com.