MPW Industrial Services, Inc., or MPW Environmental Services, Inc., or MPW Facility & Environmental Management LLC, depending on which legal entity is performing the Work, individually and without liability to other legal entities (each legal entity hereinafter called “MPW”), provides the following Standard Terms and Conditions of Service (“Terms and Conditions”), which apply to all quotations and services (“Work”) made or performed by MPW.

All purchases by customer, owner, any subsidiary or affiliate, or their agents (all referred to as “Purchaser”) are expressly limited and conditioned upon acceptance of the following Terms and Conditions, and no provision, printed or otherwise, contained in any order, acceptance, confirmation, or acknowledgement which is inconsistent with, different from, or in addition to these Terms and Conditions is accepted by MPW unless specifically agreed to in writing by MPW. Acceptance of Purchaser’s orders by MPW is subject to verification of Purchaser’s creditworthiness.

1. TERM AND SCOPE. These Terms and Conditions shall be evergreen (excluding  pricing) and shall apply to all transactions between MPW and Purchaser unless different terms and conditions are agreed to in a writing signed by both MPW and Purchaser. Purchaser may engage MPW from time to time to provide Work on behalf of Purchaser as such Work is requested by Purchaser on a project-by-project basis and accepted by MPW pursuant to a completed purchase order or other document issued by Purchaser to authorize the Work (“Authorizing Document”) and these Terms and Conditions.
Any boilerplate terms and conditions on the Authorizing Document or other documents provided by Purchaser shall have no effect. Each Authorizing Document, along with the Terms and Conditions stated herein and any other exhibits related to that particular Work, shall constitute a separate contract. Purchaser is under no obligation to use any particular services of MPW unless an Authorizing Document is agreed upon and issued to MPW.
MPW agrees to perform the Work in a professional manner, with the standard of care, skill, and diligence normally provided in the performance of similar services. MPW shall ensure that its employees and agents engaged to perform the Work are suitably experienced and have the necessary expertise to complete the Work, and MPW shall use all reasonable efforts to complete the Services by the completion date specified in each related Authorizing Document.
2. RATES AND PAYMENT TERMS. The rates for Work are set forth in MPW’s quote and should be reflected in Purchaser’s order. Rate increases may be based on demonstrated increases in Work rates or on general increases in MPW's costs.
Unless otherwise specified in MPW’s quote, and as provided in the preceding sentence, the rates are subject to change at MPW’s discretion upon thirty (30) days written notice to Purchaser.
Purchaser shall make payment to MPW in net thirty (30) days after Purchaser’s receipt of MPW’s invoice. In the event Purchaser disputes any portion of any invoice, Purchaser shall give MPW written notice of such disputed portion within ten (10) days after Purchaser’s receipt of such invoice and shall pay to MPW the undisputed portion of the invoice without delay.
Once any disputed portion is settled, Purchaser shall pay the settled amount, if any, within the original payment timeframe, or if such original timeframe has already elapsed then payment shall be due immediately.
If Purchaser fails to pay any invoiced amounts when due, interest will accrue on each unpaid amount at the rate of 10% per annum, or the maximum amount allowed by law if less, from the date due until paid according to the provisions of these Terms and Conditions. Interest shall not be charged on any disputed invoice item that is finally resolved in Purchaser’s favor.
3. CHANGES TO AUTHORIZING DOCUMENT. From time to time, MPW or Purchaser may request changes in an Authorizing Document to modify the Work. Upon agreement between the parties as to such change and any related fee adjustments, Purchaser shall issue a new Authorizing Document to cover the additional or otherwise modified Work.
4. TAXES. Federal, state, or local indirect taxes, including but not limited to sales and/or use taxes, VAT taxes, GST taxes, transfer taxes, or any similar tax are not included in the prices set forth in MPW’s quotes unless specifically stated otherwise.
5. WARRANTY. MPW warrants that the Work will conform to the descriptions set forth in MPW’s quote at the time of completion of the Work.
THIS WARRANTY DOES NOT APPLY TO ANY PRODUCTS, SUPPLIES, OR MATERIALS WHERE DAMAGE HAS DEVELOPED FROM IMPROPER HANDLING OR USE BY PURCHASER OR THIRD PARTIES. THE COMBINATION OF SUCH PRODUCTS, SUPPLIES, AND MATERIALS WITH ANY OTHER PRODUCT OR CHEMICAL NOT EXPRESSLY APPROVED BY MPW SHALL AUTOMATICALLY CANCEL ANY WARRANTIES.
THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE IN CONNECTION WITH PERFORMANCE OF THE WORK, OR THE PRODUCTS, SUPPLIES, AND MATERIALS USED IN CONNECTION WITH SUCH PERFORMANCE.
MPW’S LIABILITY AND PURCHASER’S EXCLUSIVE REMEDY IN ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF PERFORMANCE OF THE WORK IS EXPRESSLY LIMITED TO THE REPLACEMENT OF THE PRODUCTS, SUPPLIES, OR MATERIALS USED IN CONNECTION THEREWITH UPON THEIR RETURN TO MPW OR, AT MPW’S OPTION, TO THE ALLOWANCE TO PURCHASER OF CREDIT FOR THE COST OF SUCH ITEMS.
6. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY. MPW WILL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER.
THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
IN NO CASE WILL MPW’S LIABILITY EXCEED THE AMOUNT PAID TO MPW BY THE PURCHASER FOR THE SPECIFIC GOODS OR SERVICE GIVING RISE TO SUCH LIABILITY.
7. INSURANCE. Upon request, MPW can provide a certificate of insurance to Purchaser evidencing Workers’ Compensation, Employer Liability, General Liability, and Auto Liability coverages. Specific amounts of coverage will be outlined in the certificate but are not less than $1,000,000 or, if less, as statutorily required.
8. TERMINATION AND SUSPENSION. Both MPW and Purchaser shall have the right to terminate or suspend any and all Work upon written notice to the other party if the other party is placed in bankruptcy, if a receiver is appointed for its properties, if it makes an assignment for the benefit of creditors, or if it is violating any of the material conditions or agreements of these Terms and Conditions.
However, Purchaser shall pay stated standby rates, or if no standby rate is established, then any increased costs incurred by MPW during any suspension or delay of Work by Purchaser to the extent such suspension is not due to the fault of MPW.
MPW shall have the express right to terminate or suspend any and all Work if amounts due are continually late and/or not paid.
9. CONFIDENTIALITY. The parties covenant and agree that any trade secrets, processes, information, data, or designs disclosed by one party to the other will at all times thereafter be kept confidential by the receiving party.
The receiving party will not disclose such information except where the information:(a) is part of the public domain; (b) was in the prior possession or knowledge of the receiving party; (c) is obtained from third parties as a matter of right and without restrictions; or (d) is required to be disclosed to a federal, state, or local court or agency, in which case notice shall be given as soon as practicable to allow a party to dispute the disclosure.
10. INTELLECTUAL PROPERTY RIGHTS. There shall be no transfer of rights to, or interest in, any intellectual property as part of the Work or otherwise under these Terms and Conditions, regardless of the ability to patent or otherwise protect such intellectual property.
Each party shall retain all right, title, and interest in any documents, processes, know-how, trade secrets, or other intangibles owned before this agreement went into effect and any developed during the course of the Work.
Purchaser may retain copies of any reports or documentation submitted by MPW that contain recommendations or intellectual property created by MPW, but such materials shall not be considered “work product” or “work made for hire.”
11. MUTUAL INDEMNITY. Each party shall defend, indemnify, and hold harmless the other party from losses or damages claimed by a third party resulting from bodily injury, property damage, or infringement caused by the negligence or wrongful acts of the indemnifying party during the performance of the Work.
The party seeking indemnification shall: (a) provide prompt notice of the claim; (b) allow the indemnifying party to control the defense and settlement; (c) retain its own counsel at its own expense if desired; and (d) provide reasonable cooperation.
12. MPW’S PROPERTY ON PURCHASER’S WORKSITE. All equipment, tools, or property furnished to Purchaser’s site by MPW shall remain the property of MPW and may be removed at any time upon MPW’s demand.
Purchaser assumes liability for loss or damage, including replacement costs, regardless of insurance coverage carried by MPW. MPW is not required to submit an insurance claim as a condition of Purchaser reimbursing such damages.
13. INDEPENDENT CONTRACTOR. MPW is an independent contractor for all purposes and has no authority to bind Purchaser. MPW employees, agents, or subcontractors are not employees of Purchaser and are not entitled to Purchaser employee benefits.
14. ASSIGNMENT. This order may not be transferred or assigned by operation of law or otherwise without the prior written consent of the non-assigning party. Any assignment without consent shall be void and may result in the collection of all related fees and expenses.
15. GOVERNING LAW. All disputes arising out of the Work or these Terms and Conditions shall be governed by the laws of the State of Ohio, United States of America.
Jurisdiction shall be exclusively in the courts of Franklin County, Ohio, and the parties submit to the personal jurisdiction of such courts.
16. FORCE MAJEURE. Neither MPW nor Purchaser shall be liable for delay or default due to Acts of God, accident, riot, strike, war (declared or otherwise), embargo, or government interference.
17. HEADINGS. Headings are used for convenience only and shall not affect interpretation of this agreement.
18. SAFETY. MPW agrees to abide by all written safety policies, rules, and regulations of Purchaser while performing Work.
19. NO WAIVER. No delay or failure by either party in exercising any right shall constitute a waiver of that right or any other rights under these Terms and Conditions.
20. TARIFF IMPACT. If new tariffs, duties, or taxes are imposed or increased by a governmental authority during the term of the Work and directly affect the cost of materials or components used in the Work (“Tariff Impact”), MPW may request a price adjustment.
MPW shall provide written notice with reasonable documentation supporting the increased costs. The parties shall negotiate in good faith to determine an equitable adjustment. Any agreed adjustment shall be documented in writing.
If no agreement can be reached, either party may immediately terminate the Work.