General Terms and Conditions for Services
1. Applicability. These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Ground Penetrating Radar Systems, LLC (“GPRS”) to the customer (“Customer”) identified in the accompanying order confirmation (the “Order Confirmation”). The Order Confirmation and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
2. Services. GPRS shall provide the services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms. GPRS may use some or all of the equipment identified on Exhibit A in performing the Services (the “Equipment”). Customer acknowledges and agrees that the Services are subject to the limitation of the Equipment as described in Exhibit A and Customer is solely responsible for making any determinations to drill, excavate, or perform any other destructive processes. Customer acknowledges that (a) any maps or CAD drawings provided by GPRS in connection with the Services are not survey quality; (b) the Services do not include any investigation, analysis, or interpretation of soil composition, soil conditions, or geophysical, geological, engineering, or land surveying information; and (c) GPRS, in performing the Services, only reports retrieved data and does not provide any geophysical, geological, engineering, or land surveying services. GPRS shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only. GPRS makes no warranty or representation that it will locate all items.
3. Customer’s Obligations. Customer shall:
- a) cooperate with GPRS in all matters relating to the Services;
- b) respond promptly to any GPRS request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for GPRS to perform the Services;
- c) provide such customer materials or information as GPRS may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects;
- d) prepare Customer’s premises or any other location where the Services are to be performed for scanning, including, but not limited to, clearly identifying the areas to be scanned, securing access to such areas being scanned, and keeping such areas clear and free of obstructions;
- e) de-energize utilities and provide known utility locations when/where possible;
- f) provide layout for areas to be drilled, sawcut, broken-out, excavated, or scanned;
- g) provide safety rails, covers, platforms, and other safety equipment and materials;
- h) ensure that working conditions on Customer’s premises or any other location where the Services are to be performed are safe; and
- i) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
4. Customer’s Acts or Omissions. If GPRS’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, GPRS shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
5. Fees and Expenses; Payment Terms; Taxes. In consideration of the provision of the Services by GPRS and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation. Customer shall pay all invoiced amounts due to GPRS on receipt of GPRS’s invoice. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
6. Intellectual Property; Use of Information. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of GPRS in the course of performing the Services (collectively, the “Deliverables”) shall be owned by GPRS. GPRS hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. GPRS may use any Deliverable or other information it obtains in the performance of the Services for any business purpose, including, but not limited to, developing, providing, operating, maintaining, and improving GPRS’s products and services.
7. Limited Warranty; Disclaimer of Warranties.
- a) GPRS represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
- b) GPRS shall not be liable for a breach of the warranty set forth in Section 7(a) unless: (i) Customer gives written notice of the defective Services, reasonably described, to GPRS within 3 days of the time when Customer discovers or ought to have discovered that the Services were defective; (ii) such breach occurred within 60 days of GPRS’s performances of the Services to which the breach relates; and (iii) Customer allows GPRS, at GPRS’s option and during regular business hours, to inspect Customer’s premises or any other location where the Services to which the breach relates were performed for the purpose of investigating such breach.
- c) Subject to Section 7(b), GPRS shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate.
- d) THE REMEDIES SET FORTH IN SECTION 7(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND GPRS’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 7(a).
- e) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7(A), GPRS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
8. Limitation of Liability.
- a) IN NO EVENT SHALL GPRS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT GPRS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- b) IN NO EVENT SHALL GPRS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO GPRS PURSUANT TO THE APPLICABLE ORDER CONFIRMATION IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Termination. In addition to any remedies that may be provided under this Agreement, GPRS may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
- a) fails to pay any amount when due under this Agreement;
- b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
- c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
10. General Indemnification. Customer shall defend, indemnify, and hold harmless GPRS, its subsidiaries, affiliates, successors, or assigns and its respective directors, officers, members, managers, and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder arising out of or related to Customer’s negligence, willful misconduct, or breach of this Agreement.
11. Statute of Limitations. Customer must notify GPRS of any claim arising directly or indirectly under this Agreement no later than 72 hours after discovery of the existence of such claim, but in any event no later than 3 months after the Services are performed or Customer waives the right to file any claim, lawsuit, or other action, including any right to any offset of payment for the Services, arising directly or indirectly under this Agreement, including any claim, lawsuit, or other action under any applicable statute of limitations.
12. Waiver. No waiver by GPRS of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by GPRS. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof.
13. Force Majeure. GPRS shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of GPRS including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
14. Miscellaneous. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of GPRS. The relationship between the parties is that of independent contractors. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
1. Underground Scanning GPR Antenna. The antenna frequencies range from 250 MHz-450 MHz is mounted in a stroller frame which rolls over the surface. The surface needs to be reasonably smooth and unobstructed in order to obtain readable scans. Obstructions such as curbs, landscaping, and vegetation will limit the feasibility of GPR. The data is displayed on a screen and marked in the field in real time. The total depth achieved can be as much as 8’ or more with this antenna but can vary widely depending on the types of materials being scanned through. Some soil types such as clay may limit maximum depths to 3’ or less. As depth increases, targets must be larger in order to be detected and non-metallic targets can be especially difficult to locate. Depths provided should always be treated as estimates as their accuracy can be affected by multiple factors. For more information, please visit: Link
2. Concrete Scanning GPR Antenna. The antenna is handheld and rolls over the surface. The antenna needs a reasonably smooth, unobstructed surface for scanning and is not able to scan within 2”-4” of obstructions such as walls and metal tracks unless they are removed prior to our work. The data is displayed on a screen during the scanning and marked on the surface in real time. The total depth achieved can be as much as 18” or more with this antenna but can vary widely depending on the types of materials being scanned through and other factors such as the spacing of the reinforcing. Depth accuracy depends on the ability to obtain an accurate depth calibration for the concrete. No harmful radiation is emitted and the work can be performed at any time with people in close proximity. For more information, please visit: Link
3. Electromagnetic Pipe Locator. The EM locator can passively detect the signals from live AC power or radio signals travelling along some conductive utilities. It can also be used in conjunction with a transmitter to connect directly to accessible, metallic pipes, risers, or tracer wires. A current is sent through the pipe or tracer wire at a specific frequency and the resulting signal can then be detected by the receiver. A utility’s ability to be located depends on a variety of factors including access to the utility, conductivity, grounding, interference from other utilities, and many others. Depths provided should always be treated as estimates as their accuracy can be affected by multiple factors. For more information, please visit: Link
4. PVC Water Line Locator. Water lines can be traced at depths of up to 6.5’ for distances up to 650 yards from the transmitter. Access must be provided to an active water supply. Best results are achieved on larger lines such as mains and fire lines. A pressure wave is sent through the water and the sound can then be traced using a microphone. Depths cannot be provided and horizontal accuracy should be assumed to be no less than +/- 2’ due to the nature of locating sound as opposed to an EM field. Client will assume the liability for damage to pipes or tripping of fire alarms if approval is given to apply this method. For more information, please visit: Link
5. Infrared Camera. The thermal camera can detect changes in temperature as small as <0.1°C with accuracy with 2°C. This is often used for locating radiant heat tubing. The system should be heated near to or after the start of the project in order to have contrast between the temperature of the tubing and the slab. For more information, please visit: Link
6. Traceable Rodder. The rodder has a copper wire encased in fiberglass. The line is pushed through accessible pipes before placing a current on the wire and the signal is then traced from the surface. The maximum traceable depth is 10’ depending on the soil conditions and the maximum distance is 200’. The line can be pushed through a pipe with direct access such as a sewer line at a cleanout or a storm drain catch basin. It may not be able to be pushed through deeper pipes within manholes. Electrical conduits will not be accessed by GPRS. The signal cannot be located through metallic pipes. For more information, please visit: Link
7. GPS. This handheld GPS unit offers accuracy down to 4 inches, however, the accuracy achieved will depend on the satellite environment at the time of collection and should not be considered to be survey-grade. Features can be collected as points, lines, or areas and then exported as a KML/KMZ or overlaid on a CAD drawing. For more information, please visit: Link
8. Video Pipe Camera (2”-8” pipes). This push camera is designed for video pipe inspection and pipe locating. It has a 1”-2” diameter, self-leveling camera head that provides high quality images in pipes 2”-8” in diameter. There is also a 512 Hz sonde behind the camera that can be located from above ground and provide the approximate dpeth to the pipe for pipes up to approximately 10’ deep. The locatable signal from the sonde will not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a cleanout, drain, etc. or an open pipe within arm’s reach is required for inspection service and locating. When inserted, the camera can be pushed through the pipe to a maximum of 325’ depending on the model being used. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be povided along with inspection reports. Inspection reports are available upon request prio to execution of field work. For more information, please visit: Link
9. Video Pipe Camera (1”-4” pipes). This push camera is designed for video pipe inspection and pipe locating. It has a 1" diameter, self-leveling camera head that is used in pipes 1”-4" in diameter. There is a 512 Hz sonde behind the camera that can be located from above ground and provide the approximate depth to the pipe for pipes up to 10' deep. The locatable signal from the sonde does not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a cleanout, drain, etc. or an open pipe within arm's reach is required for inspection service and locating. When inserted, the camera can be pushed through the pipe to a maximum of 100' and past 90° bends in most 2" lines. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be provided along with inspection reports. Inspection reports are available upon request prior to execution of field work. For more information, please visit: Link
10. Robotic Crawler Camera. This modular, 6-wheel robotic video pipe inspection camera (crawler) is capable of 0° turns and equipped with varying wheel treads and sizes to adapt to most pipe applications. The crawler is typically used to inspect and locate pipes that are 8" in diameter and greater. The crawler is controlled by an operator at the surface using a remote control that allows for video to be viewed live during collection so observations can be made and noted as the crawler travels through the pipe. This camera is equipped with a 512 Hz sonde behind the camera head that can be located from above ground and provide the approximate depth to the pipe for pipes up to 10' deep. The locatable signal from the sonde does not pass through metal pipes or solid metal barriers except for cast-iron. Access through a structure such as a manhole, catch basin, etc. or an open pipe within arm's reach is required for inspection service and locating. When inserted, the camera can be directed through the pipe to a maximum of 1000'. For large diameter pipe applications (24" and above) the crawler can be coupled with the carriage that allows for larger and more rugged wheels to be attached and a lift that raises the camera head up to 18" allowing for the camera to be centered in the pipe for lines up to 36" in diameter. If the project requires entry into confined spaces to gain access to the subject piping, this would need to be coordinated by the client and a permit obtained if required. Video and photos of the interior of pipes can be provided along with inspection reports. Inspection reports are available upon request prior to execution of field work. For more information, please visit: Link
11. 512 Hz Sonde. The sonde can be connected to the end of the traceable rodder and pushed through an accessible pipe. This sonde transmits a signal at a 512 Hz frequency that can pass through cast-iron pipes or non-metallic pipes and be detected at depths of up to 10’-15’ depending on the conditions. The signal can then be located from the surface using the EM pipe locator. For more information, please visit: Link
12. Magnetometer. The magnetometer detects the magnetic field of a ferromagnetic object. It responds to the difference in the magnetic field between two sensors. It is interpreted in the field by listening to changes in frequency as emitted by a speaker on the device. Larger metallic objects can be located at depths of up to 10’ or more but total depths will depend on the size, type, shape, and orientation of objects along with the amount of interference from other objects. For more information, please visit: Link
13. Electromagnetic Induction (EMI). EMI instruments contain two sets of coils that are located on opposite ends of the tool. One set of coils is used to transmit a primary magnetic field, which generates an electrical current into the ground. The induced current then generates a secondary magnetic field, which is sensed by the coils in the receiver end of the instrument. The EMI is moved over the surface without coming in contact with the surface so it is not affected by the terrain. However, EMI results are affected by surface features including vehicles, reinforced concrete, and buildings and will not be used in the vicinity of above-ground obstructions. Data is then displayed on a control unit indicating the conductivity of the earth or buried objects. The data is post-processed and displayed in a color-coded contour map which shows relative changes in conductivity. This contour map will be provided by GPRS for interpretation by the client. For more information, please visit: Link
14. Split Box. This pipe and cable locator uses a transmitter-receiver pair to locate buried, metallic objects. The transmitter and receiver are attached to opposite ends of a handle and are used to locate objects and identify if they are linear (pipes and cables) or non-linear and isolated (buried manhole covers, buried valves, metallic debris, USTs, etc.). For more information, please visit: Link
15. 3D Camera. The 3D camera combines photogrammetry and measurements from structured infrared light to create 3D models of its surroundings that can be accurate to within 99% of reality. Virtual tours can be viewed online along with functionality for measuring, adding dimensions, and tagging of features. Floor plans can also be exported and used to create drawings with subsurface findings added. For more information, please visit: Link