Service Terms

Effective:          November 1, 2021

All rates apply within the Continental United States excluding Alaska, Hawaii, and US Territories.  Client billing will be based on rates indicated in the Acceptance Notice, which is attached and made a part of this document, or rates in effect at the time service is rendered.

CLASS OF SERVICE

Class “A”        Service is defined as the Services of a Technical Advisor.

Class “B”        Service is defined as the Services of a Technology Specialist, or similarly qualified Disciplined Engineer.

Class “C”       Service is defined as the Services of a Registered Professional Engineer. Work performed under this Class shall be “Sealed”.

SERVICE RATES

Class of Service        Regular Rate Per Hour

A                                  $    75.00

B                                  $   95.00

C                                  $  210.00

Notes:

1. Regular rates apply during normal working hours.  “Time” is on-the-job, plus travel time from the “Place of Origin” to the Jobsite or work location and return.

2. “Normal working hours” are from 8:00 a.m. to 5:00 p.m. or 7:00 a.m. to 4:00 p.m. with one hour for lunch, Monday through Friday, except for holidays.

3. Overtime includes all time working and traveling before and after “normal working hours” and any time on Saturdays, and will be billed at 1-1/2 times the regular rate.  Sundays and holidays will be billed at 2 times the regular rate. No overtime will be billed for travel time on Monday through Friday between the hours of 6:00 am and 6:00 pm, except for holidays.

4. When Services of other companies are required under subcontract, this Service will be invoiced to the Client at cost, plus 25%.

EXPENSES

Billing for expenses, at cost, will be in addition to billing for time.

1. Travel by air will be at economy/ coach rates subject to availability.

2. Rental cars will be economy class subject to availability.  Rental car fuel charges will be included with invoices.

3. Travel by company vehicle will be charged at US IRS rate per mile from and to the “Place of Origin”.

4. Lodging will be single room/ double occupancy or less, subject to availability.

5. Meals, when away from home, will be limited to $55 or $65 per day, subject to location.

6. Telephone charges associated with the job or work, while away from the home office, will be included on hotel bills or justified with actual billing or receipts.

BASIS FOR SERVICES

Middleton Sales will perform Services based on information that is provided to Middleton Sales by the Client. Middleton Sales cannot provide Services based on information that is not provided by the Client.

The primary objective of Ricardo Middleton, PE and Middleton Sales is monetary compensation for providing available Subject Matter Expertise and Technical Services.

MINIMUM BILLING

A minimum charge of one day’s time and expense will apply to all work requiring more than 6 hours air travel time including down time. Total travel time may be limited to 8 hours per day.

A minimum charge of 4 hours time, including travel time, will apply when access to the work is not available for any reason. When availability time plus travel time exceeds 4 hours, the available time shall not exceed the charged time minus travel time. Middleton Sales has no interest in available time without charges. Travel and expenses will be billed per “EXPENSES” above.

If a written report of the work is required, a minimum of two (2) hours will be charged for its preparation.

A minimum charge of ½ day working time will apply to all jobs.

TAXES

Rates stated above do not include taxes of any kind. Any applicable local, state or federal sales or excise taxes will be added to all invoices.

PAYMENT TERMS

All terms of payment are Net 30 Days from the date of invoicing. This is the extent of Credit that is offered to the Client.  Payments made after the 30-day period are subject to an additional charge of 2% per month or part thereof, and shall increase by 2% for every 30 days or part thereof, that payment is not received.  If payment is not received within 90 days of the date of invoicing, the Client agrees that the Client has breached the Contract Terms of Payment.

In addition to payment of invoiced amounts, retention of funds may be required in accordance with the Acceptance Notice provided by Middleton Sales. Retained funds, if required, must be received prior to the start of work and must be present on account for work to continue.

In the event of failure to make payment on invoice amounts within the 30-day period allowed, payments plus the additional charge will be deducted from the retained funds amount. All work will stop if the minimum retention amount, indicated in the Acceptance Notice, is not maintained by the Client.

Currency for all payments shall be US Dollars without exception.

Middleton Sales requests all payments to be handled by wire transfer in accordance with the following instructions:

Bank                                      Chase Bank

Control/Routing No.           Advise

Acct. No.                                Advise

For                                         Middleton Sales

Middleton Sales is owned and operated by Ricardo (Ric) Middleton, PE.

An additional charge or delay in the start of Services may apply to alternate forms of payment.

TIME OF COMPLETION

If a completion date or period is stated in the Acceptance Notice, it shall be based on receipt of a written purchase order, a Notice to Proceed or similar statement, all retention funds, and complete information from the Client. The time required for completion of Services shall be extended when the Purchase Order, Notice to Proceed or similar statement, Change Order, payments, retention funds, and information from the Client are not received in time.

CHANGES

The Client may change the Services with written notice at any time, provided such changes are within the general scope of the Services described in the Acceptance Notice. In such event, an equitable adjustment in the time of performance of the Services shall be made and reported to the Client, in writing, prior to Middleton Sales performing the changed Services.

CANCELLATION FEE

Client may not cancel any work except upon written notice and will pay all reasonable costs arising from the cancellation, including invoices for all billable work performed, all cancellation charges billed to Middleton Sales, plus a cancellation handling fee of 5% of the contract price. Every effort will be made to limit the expenses associated with cancellation.

INDEPENDENT CONTRACTOR

Middleton Sales represents that it is an independent contractor and is not an employee of the Client.  In its performance of the Services described herein, no assumption is made that Middleton Sales will utilize the methods, rules, policies, terms, work tools, software, or the philosophy of the Client in the performance of Services.  When the Client desires that Middleton Sales perform as an agent of the Client, under his direction, this requirement must be stated in writing by the Client and included in the Acceptance Notice by Middleton Sales.

FACILITIES

The Client, Vendor, Contractor, or Sub-Contractor will make every effort to secure facilities required for the execution of the Services.  This will not be limited to the designation of a primary jobsite contact person and designation of a Primary contact for the Services who will be responsible and have authority to give instructions, receive information and make decisions on behalf of the Client, Vendor, Contractor, or Sub-Contractor. The Client, Vendor, Contractor, or Sub-Contractor will designate a secure, semi-private work location at the site, and any other facilitation available, required, and applicable.

LIMITATION OF LIABILITY

Middleton Sales will not operate plant machinery of any kind. Middleton Sales, its personnel, or its Subcontractors will not be liable for any special, incidental or consequential damages under any circumstances, nor for any loss, claim, expense, or damage caused by or arising from the work or the acts or omissions of others, whether negligent or otherwise, nor will Middleton Sales, its personnel, or its Subcontractors indemnify or hold others harmless for any loss, claim, expense, or damage of any kind.  Middleton Sales’ liability for failure to provide Technical Services and for all errors and omissions is limited to the total invoice value of the Services, work, or job, or part thereof as invoiced by Middleton Sales.

CONSULTING ENGINEERING SERVICES

Consulting Engineering Services and Technical Services performed by Ric Middleton, PE or his associates, in the State of Texas, State of Georgia, the Commonwealth of Pennsylvania, and elsewhere, are performed in strict accordance with Laws regulating the Engineering Profession and under strict observance of all Ethical Codes. No terms included herein or agreements or communications between the Client and Ric Middleton, PE or any other party shall have priority over such Laws. Consulting Engineering Services can be performed in other jurisdictions, subject to review and authorization.