Terms and Conditions

Please read carefully and understand these Terms and Conditions. There Terms contain disclaimers of warranties and limitations of liabilities, as well ad form an essential basis of our Agreement. Please print and retain a copy of this Agreement for your records.  

1. Definitions. As used herein, the following terms shall have the following meanings.
   1. “Agreement” shall mean these Terms and Conditions, as well as any Proposal/Invoice/Work Order outlining the scope of Supplier’s Services and payment for those Services.
   2. “Client” shall mean the entity set forth on the purchase orders, invoices, Work Order and/or proposals that receives Services.
   3. “Supplier” shall mean the entity, including but not limited to, Service By Medallion or its related entities, set forth on the purchase order, invoice, and/or proposal that provides the Services.
   4. “Services” shall mean the scope of work and/or items provided to Client by Supplier as set forth in the Agreement, which is documented in the operative Purchase Order(s), Invoice(s), Proposal(s), Quote(s), Work Order(s) or other document(s) outlining the scope of work to be performed.

2. Acknowledgement and Acceptance and Modification. The Terms and Conditions set forth herein apply to any Services provided by Supplier to Client. Client acknowledges that it has read, understands and agrees to these Terms and Conditions.  Client agrees to be bound by and to comply with all Terms and Conditions, including the Services as contained in the accompanying Proposal/Invoice/Work Order.

3. Modification. No additions or modifications to or variations of the Agreement, including these Terms and Conditions or the Agreement shall be binding unless agreed to, in writing, by Supplier. Any additional or different terms or conditions which may appear in any quotation, proposal, or communication from the client or client’s acknowledgement or signed returned of the agreement are herby objected to, shall not become part of the agreement despite client’s acceptance of supplier’s performance of services and goods  and shall not be effective or binding unless specifically recognized, assented to and agreed to in writing by supplier.  ANY MODIFICATIONS TO THIS AGREEMENT MUST BE IN WRITING, AND SHALL NOT AFFECT THE REMAINING AGREEMENT TERMS NOT ADDRESSED BY ANY MODIFICATIONS.

4. Client understands and acknowledges Supplier’s initial quoted price for the Services is a good-faith estimate. To that end, Client understands and acknowledges the final invoiced amount for the Services may be higher than that quoted on any preliminary invoice or proposal due to unforeseeable circumstances, or factors beyond its reasonable control, including but not limited to, increases to local, state and/or federal government mandated wage/health and welfare increases, or union mandated wage/health and welfare increases and associated payroll costs; payroll taxes; union pension increases where applicable, insurance rates; materials costs or subcontracting costs.

5. Unless otherwise stated in writing in this Agreement or a subsequent Agreement, payment for all goods and services provided by Supplier shall be due and payable upon receipt of Supplier’s written invoice for the Services. If Supplier’s invoice for the Services is not paid within thirty (30) days of the date of the invoice, a late payment charge of five percent (5%) per month will be calculated on the unpaid balance.

6. Failure to Comply: If Client fails to comply with the Agreement, including the related Terms and Conditions herein, in addition to any other remedies Supplier may have under law or this Order, Supplier may: (i) withhold Services due to Client; (ii) demand full payment for any Services performed to date; and/or (iii) terminate the Agreement.

7. Inspection of Materials/Items. To the extent the Agreement pertains to the sale of items, supplies, and/or equipment, Client acknowledges that Client has inspected the items, supplies, and/or materials, prior to taking possession thereof, finds it in good working order and repair, and suitable for Client’s needs. Client shall abide by all third party manufacturer requirements regarding repair, maintenance, and notice.

8. Access. Client shall be responsible for providing to Supplier reasonable access to any premises as needed for Supplier’s completion of Services.   Supplier’s performance shall be excused, and Supplier shall have no responsibility, for any delays arising or resulting from Client’s failure to provide such access.  Client expressly acknowledges and understands that any delays arising or resulting from Client’s failure to provide such access may result in additional charges being imposed on Client, and Client acknowledges and agrees that it will be responsible for all such additional charges.

9. Disclaimer of Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CLIENT ACKNOWLEDGES THAT SUPPLIER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR BY OPERATION OF LAW, AS TO ANY MANNER OF ANY KIND. SUPPLIER DOES NOT WARRANT THAT THE SERVICES WILL ACHIEVE ANY SUCCESS RATE OR MEET ANY PERFORMANCE STANDARDS OF ANY KIND, OR THAT ANY SERVICES WILL MEET CLIENT’S REQUIREMENTS OR ANY REQUIREMENT.  ALL GOODS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, CAPACITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND ANY EXPRESS WARRANTIES BY REPRESENTATION, DESCRIPTION, OR OTHER AFFIRMATION OF FACT, SAMPLE, OR ILLUSTRATION, WHETHER ORAL, WRITTEN, OR CONTAINED IN ANY LETTER, BROCHURE, WEBSITE, IMAGE OR OTHER MEDIUM.

10. Infectious Disease. Client understands and accepts that infectious diseases, such as COVID-19 or any other virus are undetectable and Supplier in no way represents or warrants that this scope of work shall prevent or eliminate COVID-19 or any other virus.

11. Disclosures. Chemicals typically used for disinfection may react with clothing and other fabrics in different ways. Contact with some fabrics may result in discoloration, staining and / or bleaching of the fabric(s). Any contact with the chemicals should be flushed with water as soon as possible to avoid any ill effects. Service by Medallion is not responsible for any damage to clothing or fabric due to exposure from the disinfectants being used at this site.

12. Hazards. Unless otherwise agreed in writing, Supplier is not an extermination or mold/biohazard remediation company and cannot provide Services in areas that show evidence of hazardous situations. Unless otherwise agreed in writing, Supplier reserves the right to refuse to perform Services due to signs of the following problems: (a) pest or animal infestation; (b) excessive/uncontrolled mold growth; (c) human waste or bodily fluids; or (d) other conditions which may present a hazard to Supplier, its employees, or its representatives.

13. Client Responsibilities. Client shall provide Supplier with the information and the documentation Supplier requests to assess, plan, and perform the Services. All Services are performed, based on information provided by Client or others, and Supplier is relying on the accuracy and completeness of such information in providing the Services. Client recognizes that it is impossible for Supplier to assure the accuracy, completeness and sufficiency of information provided by others, either because it is impossible to verify, or because of errors or omissions that may have occurred in assembling such information. Supplier is responsible for providing a secure and safe work environment for all parties, including Supplier and its employees, and for ensuring that the Services are carried out in compliance with applicable laws.

13. Subcontractors: Service by Medallion may, at its own expense, use any employees or subcontractors to perform the services required.
14. Indemnification. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD SUPPLIER, AND ALL OF ITS RESPECTIVE OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, AND AFFILIATES, PARENTS AND SUBSIDIARIES, HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSS, DAMAGE OR COSTS (INCLUDING, BUT NOT LIMITED TO, LEGAL FEES, LOSS OF PROFIT, BUSINESS INTERRUPTION OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES, DAMAGES RELATING TO PROPERTY DAMAGE, BODILY INJURY OR DAMAGES RELATING TO WRONGFUL DEATH) ARISING OUT OF OR RELATED TO THE AGREEMENT. THIS INDEMNITY PROVISION ALSO APPLIES TO ANY CLAIMS ASSERTED AGAINST SUPPLIER BASED UPON STRICT OR PRODUCT LIABILITY CAUSES OF ACTION. HOWEVER, CLIENT SHALL NOT BE OBLIGATED TO INDEMNIFY SUPPLIER FOR THAT PART OF ANY LOSS, DAMAGE OR LIABILITY CAUSED SOLELY BY THE INTENTIONAL MISCONDUCT OR SOLE NEGLIGENCE OF SUPPLIER. IN FURTHERANCE OF, BUT NOT IN LIMITATION OF THE DUTY TO INDEMNIFY WILL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR EARLY TERMINATION OF THE AGREEMENT.  CLIENT ALSO AGREES TO INDEMNIFY, DEFEND, HOLD HARMLESS AND RELEASE SUPPLIER , ITS PARENT AND AFFILIATED COMPANIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, LOSS, OR EXPENSE OF ANY KIND, INCLUDING THIRD PARTY CLAIMS OR CLAIMS RELATED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, INCLUDING BUT NOT LIMITED TO ALL ELECTRONIC PROPRERTY AND COMPUTERS AS WELL AS ANY AND ALL PERSONAL PROPERTY LOCATED IN THE SPACE BEING SERVICED, PERSONAL INJURY OR ILLNESS, INCLUDING BUT NOT LIMITED TO ANY CLAIM ASSOCIATED WITH ANY VIRAL OR INFECTIOUS DISEASES OR MATERIALS, INCLUDING BUT NOT LIMITED TO COVID-19, ARISING FROM OR RELATED TO THE WORK PERFORMED UNDER THIS AGREEMENT.

15. Exclusive Remedies. IN NO EVENT AND UNDER NO LEGAL THEORY SHALL SUPPLIER BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND. IN NO EVENT SHALL SUPPLIER’S LIABILITY EXCEED THE FEES PAID BY CLIENT TO SUPPLIER.

16. Non-Waiver. Any failure of Supplier to insist upon strict performance by Client of any terms and conditions of this Agreement shall not be construed as a waiver of Supplier’s right to demand strict compliance. Client has carefully reviewed this Agreement and waives any principle of law which would construe any provision hereof against Supplier as the drafter of the Agreement or these Terms and Conditions. Any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. Client agrees to pay all reasonable costs of collection, court costs, attorneys’ fees and other expenses incurred by Supplier in the collection of any charges due under this Agreement or in connection with the enforcement of its terms.

17. Any party may terminate its Service(s) immediately due to breach by the other party of any term or condition specified on the Purchase Order(s), Invoice(s), Proposal(s), Work Order(s), Quote(s), Work Order(s) or other document(s) outlining the scope of work to be performed. Service by Medallion shall be entitled to payment for services and materials due up to the date of termination.

18. Force Majeure. Neither party shall be liable to the other party for failure to comply with the terms of the Agreement or performance of its obligations hereunder to the extent such failure has been caused by Force Majeure, provided that the non-performing party shall give notice to the other party as soon as commercially possible and shall exercise reasonable efforts to resume performance. For the purposes of the Agreement, “Force Majeure” shall mean fire, war, insurrection, act of terrorism, riots, flood, hurricane, typhoon, earthquake, tornado, mudslide, tsunami, flood, earthquake, pandemic, epidemic, and any other natural disaster, pandemic or other causes beyond the reasonable control and not due to the fault of the non-performing party. Lack of funds shall not be deemed a cause beyond either party’s control

19. Severability. If any provision of this Agreement or the Terms and Conditions are invalid, illegal or incapable of being enforced under applicable law, that provision will be severed and all other provisions shall nevertheless remain in full force and effect. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties shall modify this Agreement or its Terms and Conditions so as to effect the original intent of the parties as closely as possible to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

20. Governing Law. The rights and obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of California. The parties agree to submit to the jurisdiction of the courts within the State of California.

21. Attorney’s Fees. In any action, suit, judicial reference, or arbitration brought in law or in equity arising under or related to this Order, the judge or arbitrator shall have the power but not the obligation to award the prevailing party its reasonable costs and attorneys’ fees.

22. Judicial Reference. To the fullest extent permitted by law each party hereto hereby expressly agrees to submit to judicial reference pursuant to California Code of Civil Procedure sections 638 through 645.1 any claim, demand, action or cause of action arising to or related to this Order for which a jury trial would otherwise be applicable or available. Pursuant to such judicial reference, the parties agree to the appointment of a single referee and shall use their best efforts to agree on the selection of a referee. If the parties are unable to agree on a single referee, a referee shall be appointed by the Court under California Code of Civil Procedure sections 638 and 640 to hear any disputes hereunder in lieu of any such jury trial. Each party acknowledges and agrees that the appointed referee shall have the power to decide all issues in the applicable action or proceeding, whether of fact or law, and shall report a statement of decision thereon; provided, however, that any matters which would not otherwise be the subject of a jury trial will be unaffected by this waiver and the agreements contained herein. The parties hereto hereby agree that the provisions contained herein have been fairly negotiated on an arms-length basis, with both sides agreeing to the same knowingly and being afforded the opportunity to have their respective legal counsel consent to the matters contained herein. Any party to this agreement may file an original counterpart or a copy of this section with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury and the agreements contained herein regarding the application of judicial reference.
23. Non Solicitation. Client shall not directly or indirectly, solicit for employment, or advise or recommend to any other person that they solicit for employment, any employee of Service by Medallion (or any subsidiary or affiliate), during the Term of this Agreement and for a term of two years thereafter.

Service by Medallion reserves the right to modify this Terms and Conditions with or without notice.