Terms & Conditions
1. General Conditions
1.1. These Terms and Conditions hereby constitute the entire agreement of the Buyer and NewYorkEstimation (hereinafter referred to as “Seller”). They supersede any prior agreements or conditions regarding the Buyer’s order or other documents of similar tenor. All conflicting terms of the Buyer’s order are hereby superseded by these Terms and Conditions. Any variations, amendments, or waivers to these Terms and Conditions shall be made in writing and signed as approved by a representative of the Seller.
1.2. To avoid any misunderstanding, the following terms are used in these Terms and Conditions:
(a) “Buyer” refers to the individual or corporation that engages the Seller to carry out its work, including, but not limited to, estimation, consulting, and valuation.
(b) “Seller” denotes NewYorkEstimation, the vendor of the services detailed herein.
(c) “Work” refers to any tasks performed by the Seller, including estimation, consulting, and valuation works.
(d) “Preliminary Work” means all contributions to the Work which, at the time of its contribution, exist as scholarly or intellectual works in independent journals or periodicals other than Works.
(e) “Electronic File” means any method of including text, illustrations, digitized material, or other content. It can be supplied and delivered by either party. It can be shared via ISDN, modem, or any other disc. It may include an electronic link as well.
(f) “Intellectual Property” means all rights to intellectual property, copyrights, trademarks, patents, and similar rights to the extent registered or registered for application.
1.3. The Buyer’s contract with Salamander is formed when an order is placed or Work is requested. By placing an order or requesting Work, the Buyer accepts these Terms and Conditions. The Buyer’s acceptance is final, and the Buyer is bound by these Terms and Conditions even though their documents may contain other terms.
2. Delivery:
2.1. NewYorkEstimation will not be responsible for the delay and lack of delivery of any of the Work or any of its parts. Delay or lack of delivery may be due to unexpected occurrences such as natural disasters, fire, war, strike, riot, change in law, or lack of material. The Buyer shall accept delivery and make full payment notwithstanding any of the said delay. All Work will be delivered electronically unless otherwise agreed in writing. The Buyer shall ensure that the work is printed, stored, and managed in their own organization.
2.2. The Seller may deliver the Work in several installments at its discretion. Each installment will be separately charged, and payments must be made according to this contract. The Seller is authorized to withhold further deliveries or cancel the contract in case of delayed payment for any installment by the Buyer.
3. Payment:
3.1. New York Estimation quotations are priced at quote date. The Seller has the right to adjust quotations due to newly available or updated information that would make the task take more work than was estimated initially, and would communicate such changes to the Buyer in writing.
3.2. The quotation does not include applicable taxes. The buyer will be responsible for additional applicable taxes in addition to the quotation.
3.3. All Work carried out, including Development Work, shall be chargeable regardless of whether the Buyer decides to proceed with the manufacture.
3.4. There may be additional charges for any additional work necessitated by defects, incompleteness, or inaccuracies in the Buyer’s documents or materials or due to delays in supplying necessary documents or instructions.
3.5. Payment should be made before work commences unless otherwise agreed in writing. The Seller may require partial or full payment at commencement of work for which payment shall be considered as security payment for its duties under this agreement to cover preliminary expenses as deemed necessary. The amount and the terms for advance payment depends on the scope and requirements of the project.
4. Credit Facilities
4.1. Unless otherwise agreed in writing, payments on the credit facilities extended by NewYorkEstimation are to be made within 30 days from the date of invoice. In case the Buyer fails to clear the invoice within the aforesaid time-period, interest and costs chargeable under the applicable Contract Law and Statutory Law of the USA would also be charged. In addition, if any invoice remains unpaid, all the remaining invoices will also become due and payable immediately. The Seller still has a right to take recovery without jeopardizing other rights for collection of amounts due that are allowed by state law, collecting costs reasonably collected in the recovery process.
4.2. The Seller may give credit facilities after receipt of a credit account application from the customer, which must have been properly completed and returned to the Seller. Our internal processes shall be adopted in determining such applications and the decision of the Seller. Further conditions may be imposed if the application is accepted. The Seller shall be permitted at any time to withdraw credit facilities without notice. On withdrawal of credit facilities, all overdue invoices shall become due and payable immediately.
5. Materials Specified or Furnished by the Buyer
5.1. Electronic Files
5.1.1. Buyers shall maintain a copy of all electronic files (E-Files) transmitted to the Seller. After the E-File has been submitted, the Seller shall not be liable for any loss or damage of any kind.
5.1.2. The Seller shall represent no accuracy of any information that the Buyer may provide. Thus, in case defective or incorrect information is supplied by the Buyer, which results in errors or inaccuracies in the final work, NewYorkEstimation shall not be liable under such circumstances except where the contract specifically specifies certain quality standards.
5.1.3. When a submitted E-File cannot be efficiently prepared to process through standard prepress and press without major modifications, the Seller may elect to not to prepare it or charge to correct it and provide additional material. The Company is entitled to reimbursement for work done and materials purchased on the file, preparation and adjustment. Even when the initial processing plan fails, the Seller should be reimbursed for any efforts and expenses made.
5.2. Other Materials
5.2.1. The Seller has the right to reject any E-Files or materials of its choice that are deemed unsuitable for their intended purpose. The Buyer shall pay for such extra costs unless delay or negligence on the Seller’s part results in such extra costs.
5.2.2. In case the Seller informs the Buyer of material unsuitability, and such Buyer further wants to go ahead with it then the company will not be responsible for the quality of the final product. All risks involved in this decision rest at the Buyer’s doorstep.
5.2.3. The Buyer shall provide sufficient quantities of all materials pertinent to the work. The Seller shall not be responsible for checking these quantities prior to manufacture. Any increase in costs due to quantity difference supplied will be due to and payable by the Buyer.
5.3. Risk and Storage
5.3.1. Any chattel which is supplied by or on behalf of the Buyer shall, during its time at the Seller’s risk and in the Seller’s possession or in transit, be deemed to be the Buyer’s risk unless a contrary agreement is made in writing. The Seller shall not be liable for loss or damage to the said chattel.
5.3.2. NewYorkEstimation will check and ensure they will be reasonable. They should only be charged when required to be incurred. There might be charges on a storage level before the order has been received that is needed to begin work and after the Seller informs the Buyer that work is finished.
5.3.3. The Buyer states that he owns, or he has the right to use, all the intellectual property rights related to the use of any proprietary interest associated with materials supplied, any electronic files included. This will ensure the seller is free from risk with regard to any litigation resulting from the use of the materials. The Buyer shall accept the complete risk of any damage resulting from the employment of these materials and shall indemnify the Seller against any claims and liabilities related to such use. This agreement does include, among other things, making provisions for the defense, indemnification, and holding harmless of Seller from all costs and claims related to the use of these materials as outlined in Clause 13.2.
5.4.1. From the moment the Buyer leaves the Seller’s premises, the Buyer shall be responsible for any damage or loss of the Work.
5.4.2. Upon completion of the Project, The Seller shall store the completed Work and the materials pertaining thereto for a period of 3 months. The Seller retains all the rights to make all the disposition of such materials without prior notice upon the expiry of the period aforesaid.
6. Equipment & Materials
6.1. All the goods, materials, equipment, and any other resources provided by the Seller for the development of the Work shall belong exclusively to the Seller. The Buyer shall have no rights of ownership over them.
6.2. Upon completion of the Work, the Seller will furnish the Buyer with printed stationery. All other materials, including films, plates, electronic files, tapes, and discs, shall be destroyed, but NewYorkEstimation may retain electronic copies of the printed stationery for its archives.
6.3. The Seller is under no obligation whatsoever to provide any data from its machines or to make available to the Buyer such data in any special form, format, or at all. This includes all forms of output and reports produced in the production process. When and in what form the Seller makes available any data is at the absolute discretion of The Seller except to the extent there is a particular written agreement otherwise.
7. Proofs & Variations
7.1. The Seller accepts and relies on the Buyer to have thoroughly reviewed the information contained herein and agrees to it being correct before commencing production. Any errors or omissions in that information, whether made from any source, are the responsibility of the Buyer to correct before approval failure to do, which shall release the Seller from its obligation.
7.2. All revisions needed on the Buyer’s part, apart from those based on the Contract Breach by the NewYorkEstimation, and any additional quotes made, shall be at the expense of the Buyer. All such variances requested by the Buyer, other than those as a consequence of breach of contract by the Seller, and any additional quotations resulting therefrom, shall be for the Buyer’s account and shall be charged extra.
7.3. The quotation shall be thoroughly examined by the Buyer prior to tendering. The Seller shall not be liable for mistakes in the Work should tenders be received or when submission deadlines have passed.
7.4. The Buyer expressly acknowledges and agrees that color may shift between proofs and print production because inks, machines, paper, and other production conditions may be different unless otherwise agreed in writing.
7.5. The Seller specifically disclaims any implied conditions and express terms and warranties regarding the quality and acceptability of the Work as communicated through the Seller, employees, agents, or any other source or means.
8. Insurance
8.1. The Buyer declares and undertakes that he has read and duly understood these Conditions, paying special attention to Clauses 10, 6, 2, 5, 7, and 11, which relate to the most critical sections regarding delivery, risk management, limitations of liability, and storage, thus assuming responsibility to acquire sufficient insurance to protect any risks relating to such matters, as the case and possible risks may require. This insurance should cover general losses and damages; therefore, it is comprehensive protection during the full term of the contract.
9. Acceptance of Work
9.1. Upon delivery, the Work provided under this contract will be accepted by the Buyer. The Buyer should inspect the Work in extreme detail within 48 hours from the delivery date. It is also very crucial that the Buyer ascertains if such Work complies with the specifications and quality standards agreed upon. All defects or discrepancies must be communicated to the Seller within 3 working days, or 72 hours, from the date of delivery in case of any defect or discrepancies. It would help to expedite a response and, thus, maintain the integrity of the contractual obligations regarding the construction activity.
10.Limitations & General Exclusion
10.1 The Seller shall not be responsible for indirect or consequential losses suffered by the buyer. This is without limiting everything preceding this, including any loss of sales or profits that result or could have resulted from a breach of this Contract or any error that may be ascribed to the Seller. This term should limit the claims to direct and immediate loss only and not consequential or even due to lack of care.(a) The Buyer shall retain a copy of any Electronic Files they submit to the Seller.
10.2 In case The Seller breaches the above agreement or commits a negligent act, the Buyer shall be entitled to and is only entitled to damages. Notwithstanding anything contained in this Agreement to the contrary, the Seller’s total liability for any claim shall not exceed the amount agreed to be paid for the Work. The court clause limits NewYorkEstimation’s economic risk so that clearly defined parties are liable for the damages.
10.3 NewYorkEstimation shall not be liable for any of the following save insofar as such liability cannot be excluded under applicable law in respect of death or personal injury caused by its negligence.(b) In the event of the Seller advising the Buyer of material unsuitability and the Buyer instructing the Seller to proceed regardless, then the Seller accepts no liability for the quality of the Work at all.
10.3.1 This includes any damage or loss of property which is or may be suffered directly or indirectly in consequence of any of the foregoing circumstances, including damage or loss arising from the doing or purported to do of any of the things contemplated by the Work or in any manner whatsoever consequent upon or in respect of the Work or its use.
10.3.2. All costs of replacement, repairs, or other remedial work done for that aspect of the Work done without written consent from the Seller shall form part of the cost incurred by the Buyer. This will ensure that all the additional costs are pre-approved to avoid unauthorized costs.
It includes, but is not limited to, loss of profit, clients’ and third parties’ expenses, expenses of substitutes, and any other related damages. This clause covers a wide range of damages that occur outside the immediate scope of the project.
10.4. If the Seller agrees to substitute any faulty Work, the Buyer shall accept such offer unless there are obvious and reasonable grounds for refusal. Additionally, if the Buyer subcontracts any of the Work without first obtaining prior agreement from the Seller, all rights the Buyer may have to claim credits or refunds from the Seller in relation to that Order are automatically waived. This protection ensures that the Seller will be given the opportunity to redeliver fault-free units first.
10.5. The Buyer shall inspect and accept all Work before any third party shall process it for its use. In procuring, the Seller is released from liability with regards to defects that may arise in third party processing of Work. The Buyer cannot contract third parties to do this inspection. The right to reject acceptance of Work sent to a third party for processing is vested in the Seller. The Seller shall notify the Buyer immediately upon deciding not to accept such Work. The Seller shall only work on the Work at the insistence of the Buyer in writing, although their insistence shall not be accepted at first. Any Work processed through a third party shall be the responsibility of the Buyer in terms of quality.
11. Cancellation
11.1. A Buyer may cancel an order only before work begins. In that case, the Buyer shall reimburse the Seller for expenses related to materials, labor and other costs incurred. The Buyer shall also make payment to the Seller for an estimate of lost profits which have been brought about by the cancellation. Such a process ensures that there is payment to the Seller, as there would be a loss in finance due to cancellation.
11.2. If cancellation, the Buyer shall also be liable for a reasonable administration fee to be specified, which shall be in addition to the costs outlined above in clause 11.1 and shall include such expenses that will be incurred by the Seller should the latter be obliged to remit the Buyer’s share of the balance to the relevant quarters. If a Buyer wants to cancel an order with NewYorkEstimation, they have to do so before work begins. They will be liable for any costs incurred by the Seller because of cancellation other than any loss that he may suffer; they will be liable to cover the cost of materials and labor spent along with a probable loss a seller would suffer in terms of profit and also liable for an administrative fee so that reimbursement to Seller is fair and reasonable.
12. Retention of the Title
12.1. The right of ownership to the Work will remain vested with The Seller until the Buyer has completely paid all outstanding payments. The purpose of retention of title is to safeguard the interests of the Seller in terms of financial interest and to secure full compensation for the work sold.
12.2. Any Work on which the title still remains shall be marked so that it will be identifiable as the Seller’s property. The Buyer shall be bound to deliver the Work and also allow access to his premises for the representatives of the Seller to collect his property, provided that the Buyer shall be required to do so if requested by the Seller. The Seller has the right to take back his property whenever he wishes.
12.3. Notwithstanding any other remedy, the Seller shall have a general lien on all Work in his possession belonging to the Buyer to any unpaid account. The Seller may, as the agent of the Buyer, sell all said Work at such time as he shall give fourteen days’ notice to the Buyer, deduct from the proceeds of any sale reasonable costs incurred, and pay the balance to the Buyer. Any returns from such sales will be used first toward the payment of any outstanding debt, with any surplus returned to the Buyer. Such is a straightforward mechanism whereby a seller may recover what payments are owed. NewYorkEstimation retains ownership of the Work until all payments are received by the Buyer. The Work shall be clearly identified as property of the Seller and upon demand, she shall have the right either to require the return of the same or to admit of her having access thereto for reclamation. Moreover, the Seller shall have a general lien on all Work for any unpaid debts of whatever nature and in whatsoever way arising, with the right to sell such work with any prior notice and apply any proceeds whatsoever to any amount due. It, therefore, establishes clear procedures for the recovery of payment if and when the same becomes due.
13. Legal Issues
13.1. Right of Rescission to Work
The Client has the right to reject at his discretion any Work wherein, in his reasonable judgment, undesirable legal precedents could be set. That is, any Work liable to be construed as injurious, harmful, or damaging. Work material includes but is not limited to any unlawful, libelous, or infringing work on Intellectual Property Rights.
13.2. Indemnity
The Buyer shall indemnify, defend, and hold harmless NewYorkEstimation from all claims, liabilities, costs, losses, and damages arising from Work that is defamatory or otherwise unlawful or infringes the intellectual property rights of third parties. Where such is applicable under the law, the Buyer will pay all costs associated with it on a full indemnity basis and indemnify the Seller from any financial implication towards those claims.
14. Force Majeure
The Seller is not liable for damage, costs, claims, or losses, direct or indirect, suffered by the Buyer due to the Seller’s failure to fulfill obligations arising from conditions beyond reasonable control. Such events include but are not limited to, embargoes, accidents, war, governmental actions, civil commotions, hurricanes, strikes, conflagration, acts of terrorism, breakdown of supply chains, lack of materials, and any other force majeure event. Furthermore, the Seller shall not be liable for damages resulting from occurrences beyond its control or from natural disasters and strikes.
15. Rights of Third Parties:
The Buyer hereby acknowledges that such terms contained herein shall not be construed to vest any right or benefit in favor of any third party under the laws of the United States. However, nothing herein shall in any way affect any rights or remedies of third parties which exist independently of this agreement.
16. Jurisdiction
This agreement shall be governed by, construed in accordance with, and enforced under the laws of the United States. This contract shall be subject to the non-exclusive jurisdiction of U.S. courts, which means that although the contract is based on U.S. law, parties may refer disputes to U.S. courts.
17. Estimating Services
17.1. Specification and Communication
The Buyer shall provide NewYorkEstimation with clear and comprehensive written specifications regarding the Work. Also, the Buyer shall respond fully and relevantly to all requests for information from the Seller so that it may provide the services in a proper and effective manner.
17.2. Intellectual Property Rights
All intellectual property created by the Seller for the purpose of this Agreement is owned solely by the Buyer. However, The Seller shall be permitted to make reproductions of said intellectual property for purposes of developing designs and promotional use, without interfering with the rights of ownership enjoyed by the Buyer.
17.3. Liability in Respect of Unspecified Requirements
The Seller shall assume no responsibility for losses and/or costs arising from conditions which were not expressed in the original requirements and specifications as prepared by the Buyer. It is, therefore, the duty of the Buyer to ensure that all conditions are stated clearly so as not to fail in noting them. By virtue of this agreement with NewYorkEstimation, the Buyer warrants that third-party rights in U.S. laws are not granted, but independent rights still prevail; jurisdiction in case of a dispute shall reside within the U.S. courts and under the laws of the U.S. The Buyer shall ensure clear specifications and communications for proper service. Intellectual properties developed are owned by the Buyer; however, the Seller holds the right over copies produced for future use. The Seller shall not be liable for lack of requirements, which cannot be precisely specified. Thus, the Buyer’s communication should be explicit.
18. Defense Data
18.1. Delivery and Indemnification
The Buyer warrants that it has the right to distribute all personal data contained in documents and information provided by the Seller in relation to this contract. In the event of any actual or threatened breach of this warranty and for any data protection legislation, including the handling of third-party subject access requests, the Buyer shall indemnify the Seller against any cost, claim, or expense which The Seller suffers accordingly arising out of any such breach or failure.
18.2. Data Storage and Erasure
During performance of the contract, personal data, which was collected during execution at the request of the Buyer in regard to the Seller and which may be stored during execution, will generally be deleted at the end of the contract. Personal data is deleted responsibly under the right and proper considerations of any applicable law at all times pertaining to data protection regulations.
NewYorkEstimation’s policies indicate that the Buyer warrants that it has the right to disclose all personal data contained in the materials submitted. If at any time such breach occurs under this warranty or any other applicable data protection legislation, the Buyer will indemnify costs and claims. Additionally, personal data held throughout the term of the contract will be erased at the expiration of said contract as agreed subject to data protection standards.