Terms and Conditions

1. Professional Status and Disclaimer

Grammer Design and Technology LLC employs professionals who hold academic degrees in engineering and provide technical advisory and management consulting services only. Grammer Design and Technology LLC does not provide licensed Professional Engineering (P.E.) services, architectural services, or land surveying as defined under New York State Education Law Article 145. No deliverables, reports, or advice provided under an agreement constitute engineering documents, plans, or specifications, and none will be stamped or sealed by a licensed professional engineer. If a Client requires certified engineering designs or submissions for municipal or regulatory approval, the Client must retain a separately licensed professional engineer.

2. Limitation of Liability

To the maximum extent permitted by New York law, Grammer Design and Technology LLC's total aggregate liability for all claims, losses, damages, or expenses arising out of or relating to any agreement, quote, invoice, or services, whether in contract, tort (including negligence), or otherwise, shall not exceed fifty percent (50%) of the net professional fees actually paid by the Client to Grammer Design and Technology LLC for the specific professional services giving rise to the claim. Amounts paid for physical goods, materials, equipment, hardware, shipping, subcontractors, or other third-party or pass-through costs are not professional fees and shall be excluded from the liability calculation and liability cap.

Client-authorized procurement and pass-through purchases are made at the Client's expense and risk, and Grammer Design and Technology LLC shall not be liable for the condition, performance, availability, delay, defect, failure, or consequential loss associated with third-party goods or services, except to the extent directly caused by Grammer Design and Technology LLC's own actionable misconduct. To the maximum extent permitted by law, Grammer Design and Technology LLC shall have no obligation to refund or reimburse amounts paid for such third-party or pass-through costs except to the extent those amounts are actually recovered or refunded to Grammer Design and Technology LLC by the applicable vendor, carrier, insurer, or other third party.

In no event shall Grammer Design and Technology LLC be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of use, or business interruption. Nothing in these Terms shall be construed to limit liability to the extent such limitation is prohibited by applicable law.

3. Independent Advisory and Client Data

Client acknowledges that all technical consulting, data analysis, and strategic recommendations are advisory in nature and based entirely on information, specifications, and parameters provided by the Client. Grammer Design and Technology LLC assumes no liability for errors or omissions resulting from inaccurate, incomplete, or faulty data supplied by the Client.

4. Quotes, Invoices, and Engagement Terms

Acceptance of a quote, payment of an invoice, or authorization to proceed with described work constitutes the Client's acknowledgment and acceptance of the applicable scope, pricing, and terms presented for that engagement.

Grammer Design and Technology LLC will perform the services and provide the deliverables described in the applicable quote, invoice, or written scope. Pricing is based on the scope, requirements, assumptions, and quantities identified at the time of quotation.

Changes to scope, requirements, quantities, specifications, deliverables, or other project conditions may require a revised quote, additional charge, or separate change order before the additional work is performed.

Nothing in a quote, invoice, engagement, or other project documentation constitutes an offer to provide licensed Professional Engineering, architectural, or land surveying services. Grammer Design and Technology LLC provides technical advisory, consulting, design, documentation, procurement support, and related non-professional-engineering services.

5. Governing Law and Jurisdiction

Any Quote, Invoice, or Agreement, and all claims or causes of action arising hereunder, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Sullivan County, New York.

6. Sales Tax

Hardware prices may be subject to applicable local sales tax. The Client is responsible for applicable sales tax unless a valid exemption applies. If hardware is being purchased for qualifying manufacturing purposes and the Client believes the purchase is exempt from sales tax, please notify Grammer Design and Technology LLC and provide a completed New York State Form ST-121, where applicable.