Fiber Specialties LLC, dba Fiber Specialties Fine Rug Cleaning & Repair Co. and its technicians hold multiple Facility, and individual technician certifications from the Institute of Inspection Cleaning and Restoration Certification (IICRC), Association of Rug Care Specialists (ARCS), Woolsafe Firm and Service Provider Certification, and have multiple Certified Master Rug Cleaners (MRC's) on staff. Fiber Specialties founder/ operator holds an FAA Airframe and Powerplant License, for work completed on and around aircraft.
By approving any work to be done by Fiber Specialties LLC, you are acknowledging that you that you are allowing us to care for your textiles as we would care for our own; We meet or exceed industry standard and approved cleaning, treatment, and/or industry standard storage practices & techniques. By approving any work to be done by Fiber Specialties LLC, you are acknowledging you will not hold Fiber Specialties LLC liable for any loss or damage as a result of industry standard and approved cleaning, treatment, and/or industry standard storage practices & techniques that may be used to service or store the textile.
Previously Damaged rugs;
Rugs incur damage from use, any kind of damage should be repaired as soon as possible to avoid further more costly damage. We sometimes will perform certain approved repairs prior to cleaning, however if repairs are not approved or desired, and client still wishes for us to perform cleaning services, even though we will attempt protect damaged areas to not disturb them as much as possible, it is likely that the damage will get slightly worse. In the case of Moth damage, the structure of the rug may be compromised but unseen during inspection. Moth damaged rugs often have more areas "appear" after cleaning due to the loose fibers being "washed" away. Fiber Specialties LLC liable for any loss or damage as a result of industry standard and approved cleaning on previously damaged rugs.
Dry Rot or Chemical damage of foundations;
Most rugs are woven or knotted on cotton foundations. While strong, cotton is very susceptible to Chemical damage (high Alkaline cleaners) and long term Moisture damage ( potted plants, floods, etc). We thoroughly inspect for these issues upon incoming using indicators for hidden damage. Although we defer to the safe side if we suspect these conditions exist, it is impossible to know 100%. If dry rot or chemical damage exists the foundation can come apart during washing. There is no prior repair or treatment that can fix this, although proper washing at the appropriate PH can neutralize the PH imbalance to keep it from getting worse. We are not liable for damage incurred due to known or unknown dry rot or prior chemical damage.
Tufted Rugs;
Most Tufted Rugs are made in India, these rugs are held together with a waterbased glue similar and most containing a latex base. However they typically contain inert filler material which breaks this glue down starting the month it is made. These rugs have a limited lifespan. Generally the glue is good for 5-7 years, however it is common to see these backings fail in just a few years of use. Water and Urine breaks down the glue fast. We will typically have a conversation about this, however, Fiber Specialties takes no liability for tufted rug backings, including complete failure of backings. These rugs typically have a fabric backing applied to hide the glue. We do clean these however our focus is on the top side of the rug and backings often have markings from the dry cycle or "Stamping" from airflow used to dry these quickly. These rugs often have a canvas border tape loosely glued to the border, we typically glue these back in a similar manner during finishing at no addition charge, however if upon incoming they are fully detached, we may add a labor charge
Loomed/ Handloomed Rugs:
Rug manufacturers are constantly developing new ways to make rugs for less labor and time. Loomed Rugs/Handloomed rugs are not knotted and are basically a tufted rug, without the latex backing. These rugs are very susceptible to damage, with a very loose feel, they can stretch in multiple directions , and furniture legs can work their way through the weave. these rugs typically have a light, transparent sizing applied to the back to help hold them together. This sizing is water soluble and washes away. These are not long term rugs mainly due to the construction allowing easy knot loss. We do have industry standard cleaning protocols for Loomed rugs, however we will not be held responsible for knot loss. We will do our best to inform you of your rugs construction in a delicate manner.
Our facility and equipment, and private and customer property, is well maintained, properly stored, and insured, however if you feel your rug or property is of significant value, we suggest you to procure your own insurance for loss with a specific appraisal, and or talk to us about specific insurance riders. Any loss will be arbitrated by the insurance company. Our COI is available upon request.
Shrinkage of natural fiber rugs, especially for the first washing is expected. Rugs are made from different fibers, dye lots, and manufacturing techniques. As Certified Master Rug Cleaners, every attempt to mitigate shrinkage and distortion is taken very seriously. We utilize the most state of the art equipment, solutions and processes for each specific rugs expected needs. However 1-10% shrinkage can occur during the first wash. On average this is 1.5%-3 % and is to negligible to notice. If You bought a pad from us, and you are taking advantage of free pad cleaning, or are paying for a pad washing, we will check and trim your pad for free when brought with the rug.
*Payment is due in full at job completion, or at time of delivery.
*Certain jobs may require a deposit at Fiber Specialties (at our discretion) for work to commence.
LIFETIME RUG PAD WARRANTY;
There is a reason we only sell one line of rug pad, it is because our ECO rug pad line (Eco Value, Eco Design, Eco Luxe, Eco Supreme, & Eco- No Muv) does NOT contain any Rubber OR Latex for the backing. Latex and Rubber can stain and impact floor finishes, and they also Deteriorate, off gas, and fall apart as fast as just a few years. Our Rug Pad backing is a heat melt process and it does NOT off gas, is CRI Greenseal approved, and does not deteriorate. We guarantee and stand behind the manufacturer with these statements. However the heat melt surface is Not warranteed against abrasion, damage, and or wear and tear, specifically from particulate (sand, debris) trapped under the pad causing damage. Please periodically check under your pad for debris and vacuum and wipe and dry surfaces to the extent necessary.
*The first 30 days of storage after a cleaning service is complimentary. A non prorated storage Handling fee of $30 per rug/item may be assessed for items left over 30 days after client is notified of cleaning completion. Rugs left after 60 Days, The rug will be wrapped in Tyvek, and that charge will be added to your bill at $.50 per rug sq ft, minimum $30.00. If your Rug is Wool or Silk, and left over 60 days, at our discretion the rug will be moth proofed at $1.00 per sq ft. and that charge will be added to your bill. After 90 days see "Abandoned Items" below.
Abandoned Items with no Estimate Approval or Reply from Client.
Rugs do take up space And Dirty Rugs are a liability to our shop environment. Please call us. Multiple documented attempts will be made to contact customer and/or alternate(s) utilizing the Phone and Email given by client. If after 30 days, of these documented attempts with no contact, articles will be considered “abandoned” and may not be available to the customer for pick up. Fiber Specialties reserves the right to dispose of, sell, or donate any “abandoned” rug as we see fit after this time.
Abandoned Items After Service:
It is not our intent to take possession, sell, or dispose of our clients’ rugs; however Rugs do take up space. Please call us. Multiple documented attempts will be made to contact customer and/or alternate(s) utilizing the Phone and Email given by client. If after 90 days, of these documented attempts with no contact, articles will be considered “abandoned” and may not be available to the customer for pick up. Fiber Specialties reserves the right to dispose of, sell, or donate any “abandoned” rug as we see fit after this time.
*Rugs left for 90 days or 3 months after cleaning/service completion may be considered abandoned.
Pickup and Delivery:
Thursdays are our free pick up and delivery days. most of Boise is our service area, This is free, with a service minimum of $600. We try our best to accommodate Eagle, Kuna and Meridian, as well as far out Boise areas such as Hidden Springs, Hwy 55, etc. However these outlying areas may incur additional trip charges on a case by case basis. We will do our best to accommodate special time requests, however ultimately this is a service where we set the routes to best utilize our resources in the most efficient manner (fuel, time, and labor). We reserve the right to not perform pick ups as determined by our labor resources or addresses at any given time. If home access is not available upon an agreed time that our techs arrive, and client wants to reschedule, or receive services at another time, an additional trip charge may be incurred at our standard rate of $5.00 per mile.
We reserve the right to deem what is out of our service area. Although not a definitive line, for all intensive purposes, Our Typical service area is Eagle road to the west, Hill road to the north, Bowns Crossing to the east, and Victory Road to the south.
Pickup and Delivery does not include moving furniture. We are insured for Rug Cleaning and transport of said rugs. We are NOT insured for Furniture movement or damage, nor do we wish to move furniture, rugs are enough to keep us out of the gym! Please have all furniture, artwork, knickknacks and breakable items moved prior to pick up or delivery. Rugs should be rolled or ready to roll upon pick up. Technicians may at their own discretion decide to move small items without charge but are not obligated to do so. Fiber Specialties LLC, nor its employees, will be held liable for any damage if asked/required to move items during standard pickup and delivery. Upon delivery, Rugs will be placed as rolled in the home or business. We do have an onsite protocol for Unexpected furniture movement/ Non-FS pad trimming and placement, should the tech agree to do so, time permiting. $55 minimum, as quoted, or $5.00 per minute
We picked up your Rug and now you don't want us to perform a service;
We do our best to give you a verbal estimate of potential costs. It is not our intention or business model to collect penalty fees, however our time is valuable. Should we take the time to come, pick up your rug, and bring it in for inspection, and you choose to not have work performed at all. We may in certain instances charge for travel time. $5.00 per mile , to and from our shop is the standard charge.
Minimum Charges;
Unexpected furniture movement or client pad trimming $55.
Shop Min $85.
Most rug cleanings are $85. min.
Stand alone repairs are subject to shop min.
Specialty cleanings by the hour $100.
Good Housekeeping Practices;
For sanitary and tool preservation reasons, we typically do not perform repairs on rugs that are not newly cleaned by us or brand new from supplier. We reserve the right to make this determination.
Poor construction, Unserviceable rugs / textiles;
Unfortunately there are many textiles and rugs being created these days that are inherently unserviceable. The use of inks, inferior fibers, blends and poor construction are rampant in the industry. We will do our best to inform you as we see things in a delicate manner to not be offensive to your purchase, however we may discuss expectations, and risks for you to acknowledge. We reserve the right to refuse service to any item.
Dedicated Pickup and Delivery; if you require a specific date or time not on Thursday, and we have the resources, travel will be charged $5.00 per mile each trip and each way to and from 2905 West Overland Road Boise, Idaho 83705, unless otherwise discussed.
Rug Placement Service:
Fiber Specialties rug experts will place rugs at no charge during deliveries of rugs freshly cleaned (by us) with pads purchased or freshly cleaned by us. Should you have your own pad we can provide a Rug Placement service for your rugs and pads inside your home or business. There is a fee of $0.50 per square foot for this service per rug and may need to be quoted for additional charges for the following but not limited to; Rug size and weight, Pad trimming, Furniture size and weight to be moved, staircases, reduced access, etc. Fiber Specialties is not a moving company, for jobs that require extensive furniture moving, we will suggest a local company to work with. Please have all artwork, knickknacks, and breakable items moved prior to pick up or delivery. Fiber Specialties LLC, nor its employees, will be held liable for any damage if asked/required to move items during a rug placement. Fiber Specialties does not, under any circumstances, move beds and bedframes.
Long Term Storage Service:
1. All rugs being considered for long term storage at the Fiber Specialties facility will be required to undergo a complete Cleaning, Moth treatment (if Wool or silk) and Tyvek Storage Wrap.
2. With full payment of the above services, your first month of storage is free.
3. For the second month, and any following months, the charge will be $30.00.
4. We highly suggest leaving an alternate contact.
5. For storage needs over 30 days, Storage can be paid up front or an automatic reoccurring billing will be charged to your credit card. A credit card authorization form will be provided for this auto payment set up.
6. If any future auto payment is declined, we will contact you to correct the issue.
7. If payments cease and there have been multiple documented attempts made to contact the customer and/or alternate(s) with no remedy, after 90 days, articles will be considered “abandoned” and may not be available to the customer for pick up. Fiber Specialties reserves the right to dispose of, sell, or donate any “abandoned” rug as we see fit after this time.* see Abandoned Rug clause above.
Bounced or Returned Check:
If a check payment bounces or returns, Fiber Specialties will charge an additional fee of $45.00 to the customer.
Scrap Policy:
Unless specified at time of service, any scrap/extra material leftover from repair, binding, resizing, serging, etc. is property of Fiber Specialties to keep or dispose of. Please let us know AT TIME OF DROP OFF that you would like your scrap/extra material if you wish to keep it.
The following are Private and Corporate Aviation Specific Terms and Conditions of Sales and Services;
1. EXPRESS LIMITED WARRANTY. Fiber Specialties, LLC warrants its workmanship
and treatment (“Services”) to conform to specifications, documents, and drawings
agreed in writing to be a part of this Agreement. This express limited warranty and the
liability of Fiber Specialties, LLC for breach of warranty shall be limited to correcting or
repairing such portions of its labor and treatment that are not in accordance with said
specifications, documents or drawings. Typical Fiber ProTector performance of
treatment is 4-7 years, however the term of this express limited warranty shall be 4
years or 1,460 calendar days after treatment. If the treated materials cannot be shipped
or brought to Fiber Specialties LLC in Boise Idaho, all transportation charges, taxes,
imports, duties, and excises shall be paid by Customer, and provided further that upon
examination by Fiber Specialties LLC, or a designated representative the Services are
shown to have been defective or nonconforming due to a breach of this express limited
warranty and not due to any extraneous cause such as, but not limited to, misuse by
Customer or a third Party. When return of defective or nonconforming articles or return
of the Aircraft is not commercially reasonable due to cost, distance or other commercial
impracticality, any adjustment, repair or corrective work will be done only at Fiber
Specialties LLC’s written discretion. Customer’s sole remedy hereunder is limited to the
labor of Fiber Specialties LLC personnel required for the treatment of the defective
article. The period of this express limited warranty on such retreated articles or Services
shall be the unexpired term of the original express limited warranty.
FIBER SPECIALTIES WARRANTY STATEMENTS;
- Fiber Specialties LLC, it’s employees and contractors if applicable are Insured.
- Fiber Specialties LLC is an IICRC (Institute of Inspection Cleaning and Restoration
Certification) certified cleaner, Woolsafe cleaner, and only uses CRI (Carpet and Rug
Institute) processes and equipment.
- Fiber Specialties LLC is an authorized aviation Applicator for Fiber ProTector.
- Fiber ProTector shields each fiber and gives it an enhanced surface that repels most
organic soils and stains. once applied, it is inert and hypoallergenic.
- Fiber Specialties LLC warrants that the surface of properly maintained materials
featuring the Fiber Protector treatment will resist stains from most organic substances
during the terms of this agreement.
- Fiber Specialties LLC and the Fiber Protector treatment does not guarantee that your
textile will not be subject to staining or damage, only that the treatment will enhance
the liquid repellency and stain release properties of materials it is applied to.
- Fiber Specialties LLC warrants that the Fiber ProTector treatment will not alter the
original texture, or color nor will it negatively alter the wear resistance when applied to
carpets, textiles or leathers.
- The warranty is valid from the day of the original Fiber protector treatment on new,
unused carpets, textiles, leathers only
- If carpets, textiles and leathers are maintained using the recommended processes
Fiber Specialties LLC will guarantee that the protection will not require reapplication
during the periods listed above.
EXCLUSIONS;
- Carpets that are not properly vacuumed by a CRI certified vacuum or carpet
manufacturer recommended vacuum. Most carpet manufacturers require vacuuming
daily/weekly for their warranty to be valid.
- Soil and Stain removal must be done according to a.) The textile manufacturer
guidelines. b.) Fiber Specialties LLC Care guidelines or specific communication c.)
Professional solvent based Dry cleaning, or Professional IICRC (Institute of
Inspection Cleaning and Restoration Certification) certified textile/ rug technician.
IICRC.org
- Carpets need to be interim cleaned at least every 12 months or more often as
necessary by an IICRC, CRI and Woolsafe cleaner, using only Woolsafe processes
and solutions.
- Upholstery should be cleaned at least every 12 months or more often as necessary
by an IICRC certified cleaner.
- Textiles that have been previously cleaned by high PH cleaner. This determination
can be deemed by an IICRC certified Inspector.
- Chartered aircraft are not covered under this express limited warranty. Such
operators may be presented with additional terms for warranty based on mutual
agreed upon documentation.
- Damage or Discoloration to the fabric caused by non organic substances such as but
not limited to ink, magic markers, paints, petroleum based products or from strong
alkaline or acid substances such as but not limited to bleach, acne medications,
mustard, high citric acid concentrates, dyes, etc.
- Bleeding occurring from non upholstery safe pen/ink/marks made on the backside of
upholstery. This practice is not deemed professional and makes the upholstered
product un-serviceable.
- Articles that have been in service, have experienced normal foot traffic, or used
materials/interiors in which no history of spills, previous treatments, or cleaning
history could reasonably be ascertained.
- Fiber Specialties LLC and the Fiber Protector treatment does not guarantee that your
textile will not be subject to staining or damage, only that it will enhance the stain
release properties of materials it is applied to.
- Although Fiber Protector enhances silk and viscose fibers, the inherent sensitive
properties of these materials containing silk, art silk, art cine, mercerized cotton,
Tencel, banana/bamboo/celulose silks and viscose fiber contents in whole or in part
are not covered under any warranty.
- If Fiber Specialties is not notified in writing about a problem stain within 5 calendar
days of its occurrence.
THIS EXPRESS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER WRITTEN, ORAL EXPRESS, IMPLIED, OR STATUTORY
(INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE). THIS EXPRESS LIMITED WARRANTY IS
THE ONLY WARRANTY GIVEN UNLESS OTHER WARRANTIES ARE ATTACHED TO
THIS AGREEMENT AND MADE A PART HEREOF. NO AGREEMENT EXTENDING
THIS EXPRESS LIMITED WARRANTY SHALL BE BINDING UPON FIBER
SPECIALTIES LLC UNLESS IN WRITING AND SIGNED BY ITS DULY AUTHORIZED
OFFICER OR REPRESENTATIVE.
2. LIMITATION OF LIABILITY AND PROHIBITION OF CONSEQUENTIAL DAMAGES:
FIBER SPECIALTIES LLC LIABILITY ON ANY CLAIM OF ANY KIND, INCLUDING
NEGLIGENCE OF FIBER SPECIALTIES LLC, FOR ANY LOSS (INCLUDING DEATH)
OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS
AGREEMENT, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM
THE MANUFACTURE, SALE, REDELIVERY, RESALE, REPAIR OR USE OF ANY
ARTICLE OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT
SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE ARTICLE OR
SERVICES WHICH GIVES RISE TO THE CLAIM. ANY SUCH LIABILITY SHALL BE
CONDITIONED ON CUSTOMER PROVIDING PROMPT WRITTEN NOTICE TO FIBER
SPECIALTIES OF ANY CLAIM AND, IN ANY EVENT, WITHIN 90 DAYS FROM THE
DATE OF OCCURRENCE OF THE CLAIM UNLESS THE PARTIES HAVE AGREED IN
WRITING TO A DIFFERENT CLAIM PERIOD. THE PARTIES AGREE THAT UNDER
NO CIRCUMSTANCES SHALL FIBER SPECIALTIES BE LIABLE TO THE CUSTOMER
FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY
DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY
AND NEGLIGENCE), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS
OF USE, OR ANTICIPATED PROFITS, DIMINUTION OR LOSS OF VALUE, OR THE
COSTS ASSOCIATED WITH SUBSTITUTION OR REPLACEMENT AIRCRAFT.
Except as expressly provided to the contrary in writing, the provisions of this Agreement
are for benefit of the Parties and not for the benefit of any other person.
3. CERTIFICATION. Unless agreed upon in writing, all certification costs and
documentation are the sole responsibility of the customer and/or end user of the aircraft.
and not of Fiber Specialties, LLC.
4. CONFIDENTIALITY. Unless agreed in writing, any information shared with each other
shall be held in confidence and may not be disclosed to others. This does not apply to
information which: (a) is or becomes part of the general public knowledge other than as
a result of breach of any confidentiality obligation; or (b) which was known prior to
receipt from the non-disclosing party. This Agreement does not give either party the right
to use the trademarks of the other or grant any rights to any patent or proprietary data
owned or licensed by the other party, which may be accomplished by a separate
agreement as needed.
5. CURRENCY, COMMERCIAL TERMS, TAXES. The Cost Estimate and all other prices
are quoted in U.S. dollars and payable in United States funds. Commercial terms used
in this Agreement shall have the definitions issued by the International Chamber of
Commerce in its publication INCOTERMS 2000 (see: http://www.iccbooksusa.com/
index.cfm). The Cost Estimate and all other prices do not include transportation,
insurance, taxes, impost or other similar charges unless specifically stated. The amount
of all Federal, State or local taxes applicable to the sale, possession, use, or
transportation of the articles sold or the Services performed and all duties, imposts,
tariffs, or other similar levies shall be added to the prices and paid by the Customer,
except where the Customer shall furnish an appropriate certificate of exemption to Fiber
Specialties LLC prior to Fiber Specialties LLC’s payment of applicable taxes or other
government charges of the sort listed above.
6. COST ESTIMATE, CREDIT, PAYMENT. Fiber Specialties LLC’s execution of this
Agreement and scheduling of Services on the Aircraft or Articles in exchange for
payment of the Cost Estimate are conditioned upon approval by its Credit Department.
Customer agrees that the Cost Estimate set forth of this Agreement is an estimate and
that the final cost shall be set forth in invoices issued to Customer by Fiber Specialties
LLC. Fiber Specialties LLC agrees to contact Customer prior to provision of Services
the cost of which would be substantially in excess of the Cost Estimate. All payments
shall be made in full upon completion except where Fiber Specialties LLC and
Customer have agreed in writing to credit terms and/or scheduled advance deposit
payments. Fiber Specialties LLC shall issue to Customer subsequent supplementary
invoices reflecting the actual charges and balances as soon as practicable and shall,
prior to issuing invoices and statements, reconcile them with the amounts previously
invoiced to Customer and/or paid. All balances shall be payable net thirty (30) calendar
days of invoice date. All sums past due shall bear Interest at the rate of 5% per month.
7. CHANGES. Customer may request changes or additions to the Services and/or any
applicable drawings, specifications, and/or designs, provided that such changes or
additions are documented on a Fiber Specialties Services Order, Agreement
Amendment, or other contract/Proposal addendum, and signed by Customer and an
authorized Fiber Specialties LLC representative. Any change or addition may affect
price and date of completion. Any change in price shall be borne by Customer. It is
understood that all prices are based on straight time labor costs; any changes
requested by Customer necessitating an overtime expense will be deemed a change
under this paragraph.
8. EXCHANGES AND RETURNS. All sales of treatments and goods are final. In the event a
Sale or Service is cancelled, all costs will be borne by the Customer. This includes
travel bookings, shipping, specific material costs if specialty and
or non consumables, labor, time lost if applicable. Canceling and not rescheduling a Scheduled
service within 48 hours may be subject to a Non refundable fee of 15% of total Invoice above and beyond hard costs. Deposits paid to Fiber Specialties LLC to hold a schedule and or start, prepare for a specific job Are refundable up to 48 hours prior to scheduled travel time, minus expenses of materials, shipping, travel and job costs with the additional following exceptions: Any specific terms written in estimate regarding technician loss of labor for holiday and or weekends. Loss of labor rate is $250. USD per technician scheduled. If client wishes to fully cancel job for deposit refund, Desposits are sent out within 5 business days via check. Wire transfer costs will be borne by client. Deposits are subject to a 5% cancelation fee in addition to any job expenses.
9. INDEMNIFICATION. Customer shall indemnify and hold Fiber Specialties LLC, its
employees and agents harmless for loss of or damage to the Aircraft or Article, including
the Services provided to the Aircraft or Article pursuant to this Agreement, for any
reason or cause whatsoever while the Aircraft or Article is in the possession and/or
control of Fiber Specialties LLC or on the premises of Fiber Specialties LLC.
Notwithstanding the foregoing, Fiber Specialties LLC shall indemnify and hold Customer
harmless for loss of or damage to the aircraft occurring while it is not in flight provided
such loss or damage to the Aircraft is solely, directly, and proximately caused by the
negligence of Fiber Specialties LLC, provided that in no event shall Fiber Specialties
LLC’s indemnity or liability exceed the price allocable to the Services, article or part
which gives rise to a claim for loss or damage to the aircraft. Customer shall indemnify
and hold Fiber Specialties LLC harmless from the payment or imposition of any tax or
levy imposed on any articles sold, or for any Services performed, plus penalties,
interest, and/or reasonable attorney’s fees connected with the imposition of any such
tax or levy.
10. REPRESENTATION. Customer’s representatives shall have access during normal
business hours to Fiber Specialties LLC’s facilities and the Customer’s Aircraft or Article
while the Services is being accomplished. Fiber Specialties LLC’s regulations
concerning employees and facilities shall be observed by such representatives.
Customer’s representatives shall not have access to any portion of Fiber Specialties
LLC facilities which may be restricted by U.S. Government security regulations, or by
Fiber Specialties LLC.
11. PROPRIETARY INFORMATION. The information contained in this document is
Fiber Specialties LLC’s Proprietary Information and is disclosed in confidence. It is the
property of Fiber Specialties LLC and shall not be used, disclosed to others, or
reproduced without express written consent of Fiber Specialties LLC. If consent is given
for reproduction in whole or in part, this notice shall appear on any such reproduction.
The information contained in this document may also be controlled by the U.S. export
control laws and regulations such as the EAR and ITAR, and is subject to Paragraph 9
above. Unauthorized export or re-export is prohibited.
12. FORCE MAJEURE: Fiber Specialties LLC shall not be liable for delays in delivery,
performance, or failure to perform, manufacture or Redeliver due to causes beyond its
reasonable control, or acts of God, acts of the Customer, acts of government or military
authority, delays in transportation, shortages, or inability due to causes beyond its
reasonable control to obtain necessary labor, materials, utilities, or facilities. In the event
of any such delay, the date of Service shall be extended for such period of time as may
be reasonably necessary to compensate for such delay.
13. DEFAULT. Should events occur which would give rise to a claim by Customer that
Fiber Specialties LLC has breached this Agreement or is otherwise in default, Customer
first shall give Fiber Specialties LLC a thirty (30) calendar day written notice of such
claim. Before Customer may submit such claim to any dispute settlement process, Fiber
Specialties shall have the thirty (30) calendar day period to cure any claim and avoid
any liability to Customer. Customer’s breach or failure to pay any sum due under this
Agreement or any other agreement or contract with Fiber Specialties regardless of
when the agreement or contract was entered into, will at Fiber Specialties LLC’s sole
option if the breach or nonpayment is not cured within ten (10) calendar days after
written notice of the breach, constitute a default of this Agreement and all other
agreements and contracts between Customer and Fiber Specialties LLC. In such an
event, Fiber Specialties LLC may at its option withhold performance under this
Agreement and any or all of the other agreements and contracts until a reasonable time
after all defaults have been cured, and/or take any other action permitted by law.
14. WAIVER. Failure by Fiber Specialties LLC to assert all or any of its rights upon any
breach of this Agreement shall not be deemed a waiver of such rights either with
respect to such breach or any subsequent breach, not shall any waiver be implied from
the acceptance of any payment or services. No written waiver of any right shall extend
to or affect any other right Fiber Specialties may possess, not shall such written waiver
extend to any subsequent similar or dissimilar breach.
15. SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
16. ASSIGNMENT. The assignment of the Agreement or a related purchase order, or
any related rights or obligations, by either Party without prior written consent of the other
Party shall be void. Notwithstanding the above, Customer’s consent shall not be
required for the substitution of a subsidiary or affiliated company of Fiber Specialties
LLC in the place of Fiber Specialties LLC as the contracting Party and/or the recipient of
payments pertaining to all or any part of any purchase order. Should such substitution
occur, Customer shall be notified thereof in writing.
17. TITLES/SUBTITLES. The titles and subtitles given to paragraphs of this Agreement
are for convenience only and shall not in any manner be deemed to limit or restrict the
context of the paragraph to which they relate. The words “hereof”, “hereunder”, “herein”,
“herewith”, and similar terms are not to be deemed restrictive and refer to the entire
Agreement including all Exhibits.
28. MODIFICATION. This Agreement may only be modified, supplemented, or amended
by a writing duly signed by an authorized representative of both Parties hereto.
21. ENTIRE AGREEMENT, AUTHORITY, EXECUTION. This Agreement is intended to
be the complete and exclusive statement between the Parties of the Services to be
provided and the applicable terms and conditions. No prior Proposals, statements,
negotiations, warranties, course of dealing, or usage of trade are part of this Agreement.
Fiber Specialties LLC objects to Customer’s inconsistent or additional terms, however
stated, and such shall not be part of this Agreement unless Fiber Specialties LLC
specifically accepts them in writing. ANYONE SIGNING FOR THE CUSTOMER
REPRESENTS THAT SHE OR HE IS EMPLOYED BY THE CUSTOMER IN THE
CAPACITY INDICATED AND IS UNEQUIVOCALLY AUTHORIZED TO BIND THE
CUSTOMER TO THE AGREEMENT. This Agreement may be executed via counterparts
signed by each Party on different dates in different places, which later are exchanged
via mail, email or facsimile. This Agreement shall enter into force on the date when
executed by the second Party to sign.
22. APPLICABLE LAW. This Agreement shall be interpreted and the rights and liabilities
of the Parties determined in accordance with the law of the State of Idaho, U.S.A.,
without regard to conflicts of law principles. The Parties consent and hereby submit to
the exclusive jurisdiction of the state and federal courts, located in the county where
Fiber Specialties LLC’s facility is located, as set forth on the first page of this
Agreement, for a determination of any and all issues between them relating to this
Agreement or its subject matter, provided that the mediation of Paragraph 22 is carried
out prior to filing suit in court. CUSTOMER HEREBY WAVES 1) THE RIGHT TO A
JURY TRIAL IN ANY AND ALL PROCEEDINGS; 2) ANY AND ALL OBJECTIONS TO
VENUE AND INCONVENIENT FORUM IN THE STATE AND FEDERAL COURTS
REFERRED TO IN THIS PARAGRAPH; AND 3) ANY AND ALL OBJECTIONS TO
SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR
EQUIVALENT COMMERCIAL COURIER SERVICE.
23. DISPUTE SETTLEMENT. Resolution by Senior Management. If a dispute, claim, or
controversy arising out of or relating to the Agreement occurs (the “Dispute”), either
Party shall give written notice to the other Party requesting that senior management
attempt to resolve the Dispute, provided however that if Customer alleges Fiber
Specialties LLC to have defaulted, it shall observe the requirements of Paragraph 15
above prior to seeking dispute settlement. Within fifteen (15) calendar days after receipt
of such notice, the receiving Party shall submit a written response.