Terms and Conditions

These Terms and Conditions apply to quotations, proposals, products, materials, equipment, testing, commissioning, maintenance, repair, troubleshooting, engineering-support services, consulting, field services, and other work furnished by Infinity Technical Services Division, Inc. (“Infinity TSD”).

1. CONTRACT DOCUMENTS AND ACCEPTANCE
The agreement between Infinity TSD and the customer (“Customer”) consists of Infinity TSD’s applicable quotation or proposal, the agreed scope of work, these Terms and Conditions, approved written change orders, and any other documents expressly incorporated by Infinity TSD in writing (collectively, the “Contract”).

Acceptance of an Infinity TSD proposal, issuance of a purchase order, authorization to proceed, scheduling of work, delivery of products, or commencement of services constitutes Customer’s acceptance of the Contract.

Any additional or conflicting terms contained in a Customer purchase order, subcontract, vendor portal, facility entry form, acknowledgment, or other Customer document are rejected and shall not modify the Contract unless expressly accepted in a writing signed by an authorized officer of Infinity TSD. Infinity TSD’s acceptance of a purchase order, performance of work, submission of an invoice, or failure to object to Customer terms shall not constitute acceptance of conflicting terms.

In the event of a conflict, an Infinity TSD proposal or written amendment expressly identifying a modification to these Terms and Conditions shall control.

2. QUOTATIONS AND PRICING
Unless otherwise stated, quotations are valid for thirty (30) days.

Pricing is based upon the scope, quantities, schedules, site conditions, information, drawings, specifications, equipment information, and assumptions available to Infinity TSD when the proposal is prepared.

Clerical and mathematical errors are subject to correction.

Taxes, permits, bonds, freight, special insurance requirements, third-party fees, premium-time labor, special equipment, and other costs are excluded unless expressly included in the proposal.

Applicable sales, use, excise, or similar taxes shall be paid by Customer unless Customer provides a valid exemption certificate.

3. SCOPE OF SERVICES
Infinity TSD shall perform only the services specifically identified in the Contract.

Work not expressly included is excluded. Additional testing, troubleshooting, repairs, engineering, documentation, return trips, mobilizations, equipment rental, materials, labor, or other services resulting from conditions discovered after commencement may constitute additional work.

Unless expressly stated otherwise, Infinity TSD’s services do not include responsibility for the design adequacy of Customer’s electrical system, code compliance of work performed by others, operation of Customer-owned equipment, or correction of pre-existing deficiencies.

4. CUSTOMER INFORMATION AND RESPONSIBILITIES
Customer shall provide timely and accurate information reasonably required to perform the work, including as applicable:

• current drawings, one-line diagrams, equipment information, settings, studies, specifications, and previous test data;
• accurate identification of equipment and circuits;
• access to the Site and equipment;
• appropriate outages and clearances;
• safe working areas and required facility orientation;
• notice of known hazards;
• qualified facility personnel familiar with the electrical system;
• necessary switching coordination;
• Customer-owned equipment, documentation, passwords, software, or access credentials required for the work; and
• timely decisions, approvals, and authorizations.

Infinity TSD may rely upon information furnished by Customer, manufacturers, engineers, contractors, and other third parties without independently verifying its completeness or accuracy unless verification is expressly included in the scope.

Infinity TSD shall be entitled to an equitable adjustment in price and schedule for inaccurate, incomplete, unavailable, or late information.

5. SITE CONDITIONS AND SAFETY
Infinity TSD may stop, refuse, or postpone work whenever its personnel reasonably determine that conditions are unsafe, required safety controls are unavailable, the scope differs materially from the conditions represented, or proceeding could expose personnel or equipment to unreasonable risk.

Such action shall not constitute breach of Contract.

Customer shall disclose known hazardous materials and hazardous conditions that could affect Infinity TSD’s work, including asbestos, PCBs, chemicals, contamination, biological hazards, confined spaces, unusual arc-flash hazards, structural hazards, or other regulated conditions.

Unless specifically included in the Contract, Infinity TSD is not responsible for identifying, handling, removing, transporting, or disposing of hazardous materials.

6. ELECTRICAL SWITCHING, ENERGIZATION, AND OUTAGES
Unless specifically included in the scope, Customer remains responsible for operation of its electrical system and authorization of switching, de-energization, re-energization, lockout/tagout boundaries, and equipment status.

Infinity TSD may perform switching or operate equipment when specifically authorized and included in the scope, but Customer remains responsible for identifying system configuration and operational consequences unless Infinity TSD has expressly accepted those responsibilities in writing.

Customer shall provide required outages at the agreed dates and times.

Delays caused by unavailable outages, incomplete prerequisite work, inaccessible equipment, facility operating conditions, or other circumstances outside Infinity TSD’s control may result in additional standby, labor, travel, equipment, and remobilization charges.

7. TESTING, COMMISSIONING, AND EQUIPMENT CONDITION
Electrical testing, maintenance, commissioning, energization, operation, and diagnostic activities inherently involve equipment that may contain latent defects, deterioration, contamination, loose connections, insulation weakness, mechanical defects, improper settings, manufacturing defects, installation defects, or other conditions not apparent before testing.

Infinity TSD does not warrant that equipment subjected to testing, operation, maintenance, or energization will successfully complete the procedure or remain operational afterward.

Where Infinity TSD performs the work in accordance with the applicable scope, recognized industry practices, manufacturer instructions where applicable, and specified testing standards, Infinity TSD shall not be responsible for failure of equipment resulting from a pre-existing, latent, or underlying equipment condition.

Discovery of a deficiency may require additional evaluation, testing, repair, replacement, engineering, or consultation that is outside the original scope.

8. STANDARDS AND ACCEPTANCE CRITERIA
Where applicable, testing shall be performed using the standards, specifications, manufacturer requirements, acceptance criteria, or maintenance criteria identified in the proposal or project documents.

References to NETA, NFPA, IEEE, ANSI, NEMA, manufacturer standards, or other standards apply only to the extent identified in the Contract or reasonably applicable to the specific service being performed.

Unless specifically contracted otherwise, Infinity TSD does not serve as the Authority Having Jurisdiction and does not guarantee acceptance of work by an owner, engineer, insurer, utility, commissioning authority, or governmental authority.

9. TEST RESULTS AND REPORTS
Reports reflect equipment condition and information available at the time the applicable inspection or test was performed.

Test results do not constitute a guarantee of future performance, remaining equipment life, or freedom from subsequent failure.

Recommendations, observations, deficiencies, or corrective actions identified by Infinity TSD are based upon the information reasonably available within the contracted scope.

Customer is responsible for determining whether and when recommended corrective work will be performed unless Infinity TSD is separately contracted to perform that work.

Draft reports, preliminary results, field notes, verbal observations, and incomplete data are not final deliverables unless expressly identified as such.

10. SCHEDULING
Scheduling is subject to personnel, equipment, travel, material, outage, and Site availability.

Unless otherwise stated in the proposal, Infinity TSD requires a minimum of two (2) weeks advance notice for field-service scheduling.
Schedule changes should be submitted at least five (5) business days in advance.

Requests requiring less than one week’s notice, same-day service, next-day service, emergency response, premium-time work, or schedule acceleration may be subject to additional charges.

Infinity TSD does not guarantee a requested date until scheduling has been confirmed.

11. CANCELLATION AND RESCHEDULING
Unless otherwise stated in the proposal, Customer-requested cancellation or postponement of scheduled field services may result in the following charges based upon the value of the affected scheduled work:

• less than fourteen (14) calendar days’ notice: up to 25%;
• less than seven (7) calendar days’ notice: up to 50%; and
• forty-eight (48) hours or less notice: up to 90%.

Customer shall additionally be responsible for nonrecoverable costs actually committed by Infinity TSD, including airfare, hotels, rental vehicles, equipment rentals, freight, special-order materials, subcontractors, cancellation fees, and other project-specific commitments.

Customer-caused postponement, unavailable equipment, incomplete prerequisite work, unavailable outages, restricted Site access, or other conditions preventing Infinity TSD from performing scheduled work may be treated as a rescheduling event.

Additional mobilizations resulting from such circumstances may be invoiced separately.

12. CHANGES AND EXTRA WORK
Changes in scope, quantities, equipment, schedule, sequence, Site conditions, testing requirements, deliverables, staffing, or Customer requirements may result in an equitable adjustment to Contract price and schedule.

Where immediate action is reasonably necessary to protect personnel, equipment, schedule, or Customer operations, Infinity TSD may document authorization through email, field authorization, purchase-order revision, written directive, or other written evidence of Customer approval.

Infinity TSD is not obligated to perform material extra work without authorization.

13. TRAVEL, MOBILIZATION, AND STANDBY
Where applicable, Customer shall pay travel, mobilization, lodging, per diem, transportation, rental vehicle, freight, and related expenses as specified in the proposal.

Standby time caused by circumstances outside Infinity TSD’s control may be billable, including delays associated with Site access, switching, outages, permits, escorts, other contractors, equipment availability, safety conditions, or Customer operations.

14. PRODUCTS, MATERIALS, AND THIRD-PARTY EQUIPMENT
Products and materials furnished by Infinity TSD are subject to manufacturer availability, lead times, substitutions, and manufacturer terms.

Infinity TSD may propose commercially reasonable equivalent substitutions when specified materials are unavailable, subject to Customer approval where the substitution materially affects performance or project requirements.

Special-order, custom, configured, modified, or non-stock products may be noncancelable and nonreturnable.

Returnable materials may be subject to manufacturer or supplier restocking, freight, handling, and return charges.

Unless otherwise agreed, freight is prepaid and added to Customer’s invoice and risk of loss transfers in accordance with the applicable shipment terms.

15. THIRD-PARTY AND MANUFACTURER WARRANTIES
Products manufactured by third parties are subject to the applicable manufacturer’s warranty.

To the extent transferable, Infinity TSD will pass through available manufacturer warranties to Customer.

Infinity TSD makes no independent warranty concerning products manufactured by third parties beyond warranties expressly stated in the Contract.

16. SERVICES WARRANTY
Infinity TSD warrants that its services will be performed in a professional and workmanlike manner consistent with the standard of care ordinarily exercised by qualified providers performing similar services under similar circumstances.

Unless a different period is expressly stated in the proposal, Customer shall notify Infinity TSD of an alleged workmanship defect within one (1) year after completion of the affected service.

Infinity TSD’s obligation for a proven breach of this warranty shall be limited to re-performing or correcting the affected Infinity TSD service within a reasonable time.

The warranty does not apply to equipment failure, normal deterioration, pre-existing conditions, latent defects, manufacturer defects, misuse, operation by others, unauthorized modification, work performed by others, improper maintenance, environmental conditions, or conditions outside Infinity TSD’s control.

17. INVOICING AND PROGRESS BILLING
Unless otherwise stated, payment terms are Net 30 days from invoice date.

Projects involving multiple stages, mobilizations, outages, extended durations, significant procurement, or measurable project milestones may be invoiced progressively as work is performed.

Progress invoices may include completed project stages, labor performed, mobilization, materials purchased or committed, equipment rentals, subcontractor commitments, and other measurable portions of the work.

Final billing will include the remaining completed scope and authorized additional work.

Infinity TSD may require deposits, advance payments, procurement payments, or other payment security for significant materials, specialty equipment, third-party commitments, custom products, or other substantial project expenditures.

Infinity TSD does not accept retainage unless expressly agreed in writing or required by applicable law.

18. PAYMENT
Invoices are due Net 30 unless expressly modified in the proposal.

Customer shall timely pay all undisputed amounts.

Past-due amounts may accrue a service charge of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law, whichever is less.

Customer shall be responsible for reasonable costs incurred by Infinity TSD in collecting overdue amounts to the extent permitted by applicable law, including reasonable attorney’s fees and collection expenses.

Infinity TSD may suspend work, withhold future mobilizations or deliverables where legally permissible, require advance payment, or modify credit terms when Customer has materially overdue invoices or Infinity TSD reasonably determines that Customer’s financial condition no longer supports the existing credit arrangement.

Any resulting schedule impact, remobilization, escalation, or additional expense may be treated as an adjustment to the Contract.
Unless expressly agreed by Infinity TSD in writing, payment to Infinity TSD is not contingent upon Customer receiving payment from an owner, general contractor, insurer, or other third party.

19. PAYMENT METHOD
Unless otherwise approved by Infinity TSD, payments shall be made electronically by ACH to payment instructions provided directly by Infinity TSD.

Customer shall independently verify any requested change to Infinity TSD’s banking instructions using established contact information before transmitting funds.

20. RETAINAGE, SETOFF, AND WITHHOLDING
Infinity TSD’s pricing does not contemplate retainage unless specifically stated.

Customer shall not withhold payment for undisputed work because of an unrelated dispute, claim, or issue involving another invoice, project, contractor, subcontractor, supplier, or third party, except where required or permitted by applicable law.

Any statutory rights or obligations governing retainage, lien rights, bond claims, payment timing, or waiver of claims shall control where applicable.

21. DELAYS AND FORCE MAJEURE
Infinity TSD shall not be liable for delay or failure of performance caused by circumstances beyond its reasonable control, including severe weather, natural disaster, fire, epidemic, war, terrorism, civil disturbance, labor shortage, strike, transportation disruption, supply-chain interruption, material shortage, equipment unavailability, utility condition, governmental action, Site restriction, acts or omissions of Customer, or acts or omissions of other contractors or suppliers.

Infinity TSD’s schedule shall be reasonably extended for such delay.

Where a delay is caused by Customer, Customer’s representatives, Customer’s other contractors, unavailable prerequisites, changed sequencing, or unavailable Site conditions, Infinity TSD shall also be entitled to an equitable adjustment in price.

22. INDEMNIFICATION
To the fullest extent permitted by applicable law, each party shall be responsible for claims, damages, losses, and expenses to the extent caused by its own negligent acts or omissions, willful misconduct, or those of persons for whom it is legally responsible.

Nothing in the Contract requires either party to indemnify another party for liability to the extent such indemnification is prohibited by applicable law.

23. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, INFINITY TSD SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF PRODUCTION, LOSS OF USE, LOSS OF PRODUCT, LOSS OF DATA, BUSINESS INTERRUPTION, DOWNTIME, COST OF CAPITAL, LOSS OF CONTRACTS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE CONTRACT, PRODUCTS, OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, INFINITY TSD’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO A CONTRACT, ORDER, PRODUCT, OR SERVICE SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO INFINITY TSD FOR THE SPECIFIC ORDER OR SCOPE OF WORK GIVING RISE TO THE CLAIM.

These limitations do not apply to liability that cannot lawfully be limited or excluded.

24. CUSTOMER’S EXISTING EQUIPMENT
Infinity TSD is not an insurer of Customer’s existing electrical equipment.

Infinity TSD shall not be responsible for the cost of repairing or replacing Customer equipment merely because the equipment fails, malfunctions, or exhibits a defect during properly performed inspection, testing, maintenance, switching, commissioning, troubleshooting, or energization.

This provision does not limit responsibility for physical damage directly caused by Infinity TSD’s failure to perform its contracted services in accordance with the applicable standard of care.

25. PROFESSIONAL AND ENGINEERING SERVICES
Where Infinity TSD provides engineering or other professional services, such services shall be performed consistent with the professional standard of care ordinarily exercised by similarly situated professionals under similar circumstances.

No warranty or guarantee of a particular result is created by the performance of professional services.

Documents requiring professional licensure or sealing shall be issued only when expressly included in the scope and performed under the responsible charge of an appropriately licensed professional.

26. OWNERSHIP AND USE OF DOCUMENTS
Upon payment of amounts due for the applicable work, Customer may use final reports and deliverables prepared specifically for the project for their intended project purpose.

Infinity TSD retains ownership of its pre-existing intellectual property, software, templates, calculation methods, testing methodologies, report structures, tools, forms, databases, and proprietary processes.

Unless otherwise agreed, editable source files, internal calculations, software, templates, and working files are not project deliverables.

27. CONFIDENTIALITY
Each party shall use commercially reasonable measures to protect confidential information received from the other party and shall use such information only for purposes associated with the Contract, except where disclosure is required by law or the information is otherwise publicly available through no breach of obligation.

28. SUSPENSION AND TERMINATION
Infinity TSD may suspend performance for material nonpayment, unsafe conditions, lack of required Site access, unavailable outages, material Customer breach, or other circumstances materially preventing performance.

Either party may terminate the Contract for a material breach that remains uncured after reasonable written notice, subject to applicable law.

Customer may terminate for convenience only upon written notice and payment for:

1. work performed through termination;
2. materials and equipment purchased or committed;
3. noncancelable obligations;
4. cancellation and restocking charges;
5. demobilization and other direct termination costs; and
6. other amounts expressly due under the Contract.

29. INSURANCE
Infinity TSD shall maintain insurance customarily maintained for its operations and as required by applicable law.

Project-specific insurance requirements materially exceeding Infinity TSD’s standard insurance program must be disclosed before quotation and may result in additional cost.

30. SUBCONTRACTORS AND SUPPLIERS
Infinity TSD may utilize qualified subcontractors, laboratories, vendors, manufacturers, equipment providers, or other specialists in performing portions of the work.

Infinity TSD remains responsible for its contractual obligations subject to the terms and limitations of the Contract.

31. COMPLIANCE WITH LAW
Each party shall comply with laws and regulations applicable to its respective obligations.

Customer is responsible for permits, licenses, inspections, Site-specific requirements, and governmental approvals unless expressly included in Infinity TSD’s scope.

Nothing in the Contract shall be interpreted to waive or alter statutory rights or obligations that cannot lawfully be waived.

32. GOVERNING LAW AND VENUE
Unless the parties expressly agree otherwise in a writing signed by an authorized officer of Infinity TSD, the Contract shall be governed by the laws of the state in which Infinity TSD’s contracting office identified on the applicable proposal is located, without regard to conflict-of-law principles.

Venue for any action arising out of the Contract shall lie in a court of competent jurisdiction in that state, subject to any applicable law that requires a different venue or prohibits enforcement of the foregoing provision.

33. DISPUTE RESOLUTION
Before commencing litigation, the parties shall attempt in good faith to resolve any dispute through discussions between representatives having authority to resolve the matter.

Either party may request nonbinding mediation.

Nothing in this section prevents either party from pursuing lien rights, bond rights, collection remedies, emergency injunctive relief, or other remedies having statutory or contractual deadlines.

34. NOTICES
Contractual notices shall be provided to the addresses or contacts identified in the applicable proposal, purchase order, or other Contract document.

Routine project correspondence, scheduling communications, technical communications, and change authorization may be transmitted electronically.

35. SEVERABILITY
If any provision of the Contract is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in effect.

36. NO WAIVER
Failure to enforce any provision on one occasion does not waive the right to enforce that provision or any other provision thereafter.

37. ASSIGNMENT
Customer may not assign the Contract or transfer its obligations without Infinity TSD’s prior written consent, which shall not be unreasonably withheld where the proposed assignee has sufficient financial and operational capacity to perform Customer’s obligations.

38. ENTIRE AGREEMENT
The Contract constitutes the parties’ agreement concerning the applicable Products and Services and supersedes prior discussions, representations, and communications concerning the same scope.

No amendment is effective unless documented in writing by authorized representatives, except for field or project changes that are otherwise authorized in accordance with the change provisions of the Contract.

39. SURVIVAL
Payment obligations, warranty limitations, confidentiality obligations, intellectual-property provisions, indemnification obligations, limitations of liability, dispute provisions, and other provisions that by their nature are intended to survive completion or termination shall survive.

40. ELECTRONIC ACCEPTANCE
Electronic signatures, electronic purchase orders, emailed authorizations, and other electronic records may constitute written acceptance and authorization to the extent permitted by applicable law.