GENERAL TERMS AND CONDITIONS
Last updated January 2026
The following General Terms and Conditions (the “Terms and Conditions”) are applicable to the sale of all goods supplied or services rendered by Personnel Research and Development Corporation (hereinafter called “PRADCO”) to any purchaser thereof (hereinafter called “Customer”). The terms and conditions set forth below and on the face or back hereof, as the case may be, constitute all of the terms of this Agreement between Customer and PRADCO and all purchases are made expressly conditional upon these Terms and Conditions. No course of prior dealings between the parties or usage in the trade shall be relevant to supplement or explain any term used in this Agreement. These Terms and Conditions are hereby incorporated by reference into any and all agreements, purchase orders, or statements of work by and between PRADCO and Customer. These Terms and Conditions together with any and all agreements, purchase orders, statements of work, specifications, and all supplements and attachments thereto shall constitute the entire agreement between PRADCO and Customer. ANY CONFLICTING WARRANTIES, TERMS AND CONDITIONS IN THE PURCHASE ORDER, STATEMENT OF WORK, OR ANY OTHER CUSTOMER DOCUMENTS ARE SPECIFICALLY REJECTED BY PRADCO.
1. SCOPE OF SERVICES; ACCEPTANCE OF ORDERS.
The fees quoted or otherwise agreed to by PRADCO are based upon the goods and/or services requested by Customer and agreed to by PRADCO in any given written purchase order or statement of work, either of which will be subject to these Terms and Conditions. The parties agree that a purchase order or statement of work must be accepted in writing, which acceptance may include through electronic mail. Each purchase order or statement of work shall contain product or service specifications, pricing, quantity, and other relevant information. Upon acceptance of the purchase order or the statement of work, either shall become binding on the parties. Any change desired by Customer in the scope of the services must be expressly agreed to by PRADCO in writing and may result in a change in the fees payable by Customer, for which the Customer shall remain responsible for.
2. PAYMENT.
Invoices for goods and services shall be due and payable net thirty (30) days from date of invoice. If any payment is not received by PRADCO within the period such payment is due and payable, Customer shall be liable for interest on the unpaid amount from the date by which the payment was due, without further notice, at the rate of 1.5 percent per month; provided, however, that if such rate is in excess of the maximum rate permissible under applicable law, then interest shall be charged at the maximum possible interest rate. If due to Customer’s financial condition or any other reason, PRADCO shall, in its sole discretion, deem itself to be insecure regarding Customer’s ability to fulfill the terms of payment herein specified, PRADCO may by notice to Customer: (i) require full or partial payment in advance of delivery; and (ii) suspend the production of goods or performance of services until the insecurity is cured to PRADCO’s sole satisfaction.
Notwithstanding any other remedies as referenced herein, in the event a dispute arises regarding the cost of the goods delivered or services performed or otherwise, the parties shall attempt to resolve the dispute in good faith, but in no event will Customer be entitled to withhold payment where such payment is required and due as determined by a given purchase order or statement of work. Should the parties fail to amicably resolve such dispute, then PRADCO shall have the option to terminate the given purchase order or statement of work with no further liability incurred; or (ii) PRADCO shall have the ability to submit such dispute to mediation with a mediator of PRADCO’s choosing.
3. ORDER CANCELLATION AND ORDER CHANGES.
Once a purchase order or statement of work is accepted by PRADCO, it may not be cancelled or changed by Customer, nor shall Customer be entitled to delay shipment or performance, except with the written consent and upon terms and conditions approved by PRADCO in writing. In the event Customer desires to cancel a purchase order or statement of work, Customer must notify PRADCO via phone call or email detailing such cancellation request. Should PRADCO accept Customer’s cancellation notice, Customer shall pay to PRADCO within thirty (30) days of receipt, all of PRADCO’s actual costs incurred related to the goods produced or services performed and a cancellation fee of fifty percent (50%) of the balance due and owing as referenced in the invoice pertaining to the cancelled purchase order or statement of work. In the event Customer desires to change a purchase order or statement of work, Customer must notify PRADCO via certified mail detailing such change request. Should PRADCO accept Customer’s change notice, Customer shall be responsible for any increase in price or in the time required for performance as determined by PRADCO, in PRADCO’s sole discretion. Changes shall not be binding upon PRADCO unless evidenced by a purchase order change notice or statement of work change notice issued and signed by PRADCO.
4. DELIVERY AND PERFORMANCE DATES.
Unless otherwise specifically stated to the contrary, any delivery or performance date set forth in any purchase order or acknowledgement to which these Terms and Conditions are applicable shall be construed as an estimated delivery or performance date, and time shall not be of the essence in any agreement between PRADCO and Customer. PRADCO’s obligation to deliver goods or perform services shall be subject to the due performance of all of Customer’s obligations, including but not limited to the Customer’s delivery to PRADCO of all information and data necessary for PRADCO to prepare tests or otherwise perform its services for Customer and timely payment. PRADCO may, in its sole discretion, without liability or penalty, make partial shipments of goods to Customer. If for any reason Customer fails to accept delivery of any goods or if PRADCO is unable to deliver any goods because Customer has not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss to the goods shall pass to Customer; (ii) the goods shall be deemed to have been delivered; and (iii) PRADCO, at its option, may store the goods until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses, including, without limitation, storage and insurance, if applicable. With respect to any services performed by PRADCO, Customer shall: (i) cooperate with PRADCO in all matters relating to the services and provide such access to PRADCO as may be needed for the purposes of performing the services; (ii) respond promptly to any request from PRADCO to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for PRADCO to perform the services in accordance with the requirements of a given statement of work; and (iii) 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. Title and risk of loss pass to Customer upon delivery of the goods at the determined delivery point as confirmed within a purchase order, statement of work, or other writing. Customer expressly acknowledges and agrees that deliverables provided by PRADCO may be solely comprised of digital files or reports that are delivered via email.
5. DELAYS.
PRADCO will not be liable for any delay or failure in the performance of its obligations, including the delivery or shipment of any goods or provision of any services, or for any damages suffered by Customer by reason of such delay or failure, when such a delay or failure is caused by or arises from any cause beyond PRADCO’s reasonable control, including, without limitation, delays caused by fire, flood, acts of god, acts of terrorism, loss of basic utilities, strikes or other labor disputes, shortages in labor, material or transportation, or riots, governmental orders or regulations, pandemics, epidemics, supply shortages, or default on the part of manufacturers or PRADCO’s suppliers or any cause which renders PRADCO’s performance impracticable under Section 2-615(a) of the Uniform Commercial Code.
6. TITLE.
Unless otherwise specifically agreed in writing by PRADCO, all tests or materials provided by PRADCO to Customer, including but not limited to, text, graphics, logos, icons, test content and images are and at all times shall remain the property of PRADCO or its content providers, and are protected by United States and foreign intellectual property laws, and further, Customer shall acquire no rights of ownership in or use of such intellectual property.
7. LIMITATION OF WARRANTY; LIMITATION OF DAMAGES.
PRADCO warrants that it will perform candidate evaluations and provide to the Customer results of the candidate’s evaluation. In the event of a breach of this warranty, Customer’s sole and exclusive remedy shall be the reperformance of such services, at no additional cost, in accordance therewith. If reperformance is impossible or impractical, PRADCO may, in its sole discretion, credit or refund to the Customer the fees attributable to the services in question. PRADCO MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, RELATING OR PERTAINING TO GOODS SOLD OR SERVICES PERFORMED HEREUNDER OR ANY WARRANTY OF NON-INFRINGEMENT. In particular, PRADCO makes no warranty pertaining to recommendations by PRADCO regarding hiring, firing, promotion or otherwise, or that the goods purchased or services provided will meet Customer’s expectations, desires, or needs. No affirmation of PRADCO, by words or actions, shall constitute a warranty. PRADCO is not responsible for Customer’s use of the information generated as part of the services provided to Customer and will not be liable for any loss or damage resulting from such use. In no event shall PRADCO’s liability arising in connection with or under this Agreement exceed the purchase price of the services or goods provided.
8. DISCLAIMER OF CONSEQUENTIAL DAMAGES.
IN NO EVENT SHALL PRADCO BE LIABLE IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF CUSTOMERS, LOSS OF DATA, LOSS OF GOODWILL, INCOME OR PROFIT, DAMAGES OR LOSSES RESULTING FROM ANY DECISION INVOLVING THE RECOMMENDATIONS OF PRADCO REGARDING THE EMPLOYMENT BY CUSTOMER OR ANY OTHER PARTY OF ANY INDIVIDUAL, INCLUDING DECISIONS REGARDING HIRING, PROMITION, DEMOTION, OR DISCHARGE OF ANY SUCH INDIVIDUAL, OR FOR THE ACTS OR OMISSIONS OF ANY SUCH INDIVIDUAL, ARISING OUT OF OR IN CONNECTION WITH THE SALE OF GOODS TO OR THE PERFORMANCE OF SERVICES FOR CUSTOMER INCLUDING, WITHOUT LIMITATION, BREACH OF ANY WARRANTY OR ANY OTHER OBLIGATION IMPOSED ON PRADCO HEREUNDER OR IN CONNECTION HEREWITH.
9. INDEMNIFICATION.
Customer shall defend, indemnify and hold harmless PRADCO and its officers, directors, employees, successors and assigns, to the fullest extent permitted by law, from and against any and all claims, suits, liabilities, judgments, proceedings, losses and expenses (including, but not limited to, attorneys’ fees and other costs of investigation or defense) (collectively, “Claims”), resulting from or arising out of or in connection with goods delivered or services provided hereunder, including but not limited to Claims by Customer or any other person or entity relating to or in connection with the implementation of tests, ideas, advice or recommendations made or provided by PRADCO and any Claims related to damage to or loss of use of property or intellectual property of PRADCO.
In the event that personnel of PRADCO or any of its affiliates are required to testify in court or before any governmental agency or to be deposed or otherwise to participate in any litigation or governmental proceeding regarding Customer, its products, or any aspect of its business, PRADCO will be permitted to charge and Customer will pay for the time used to prepare for and give testimony and to otherwise participate in such litigation or governmental proceeding on an hourly or per diem basis plus out of pocket expenses in accordance with the fees and expenses normally charged by PRADCO or its affiliate for the services of such personnel.
10. GOVERNMENT AGENCY CONFLICTS.
BY LAW, SOME FEDERAL, STATE, OR LOCAL AGENCIES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, INDEMNIFICATIONS, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. FURTHER, SOME STATE AGENCIES REQUIRE A SPECIFIC JURISDICTION THAT MAY CONFLICT WITH THE JURISDICTION STATED HEREIN. ACCORDINGLY, THOSE PROVISIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
11. ASSIGNMENT.
Customer may not assign its rights under this agreement or its interest in any order without the prior written consent of PRADCO. These terms and conditions of sale shall be binding upon and inure to the benefit of Customer and PRADCO, their successors and permitted assigns.
12. GOVERNING LAW.
This contract shall be governed by and construed under the laws of the State of Ohio, without regard to conflicts of laws principles thereof. The parties intended that Ohio Revised Code Chapter 1302, as amended from time to time, be applied to this Agreement notwithstanding that the sale is for services rather than goods. The sole jurisdiction and venue of any action related to these Terms and Conditions shall be the Ohio state courts and the United States federal courts in Cuyahoga County, Ohio, and Customer and PRADCO agree to submit to personal and exclusive jurisdiction of these courts.
13. CONFIDENTIAL INFORMATION.
All non-public, confidential or proprietary information of PRADCO, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, rebates, testing procedures, candidate evaluation methodology disclosed by PRADCO, whether disclosed orally or disclosed or accessed in written, electronic, or other form of media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with these Terms and Conditions is confidential, solely for the use of performing the obligations hereunder and may not be disclosed or copied unless authorized in advance by PRADCO in writing. Upon PRADCO’s request, Customer shall promptly return all documents and other materials received from PRADCO. PRADCO shall be entitled to injunctive relief for any violation of this Section.
14. TERMINATION.
In addition to any remedies that may provided herein, PRADCO may terminate any underlying agreement, purchase order, or statement of work with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; (iii) 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; or (iv) if PRADCO determines, in its sole discretion, that termination if necessary to preserve its business interests.
15. NOTICES.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of any given purchase order or statement of work or to such other address that may be designated by the receiving party in writing. Unless otherwise described herein, all Notices shall be delivered by personal delivery, nationally recognized overnight courier, facsimile, or certified or registered mail.
16. GENERAL.
The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions and any purchase order or statement of work shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. The waiver by PRADCO of any breach or default shall not be deemed to be a waiver of any later breach or default. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time. If any provision or portion of this Agreement is held to be invalid or unenforceable, the other provisions and portions shall not be affected. The headings are used for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. Any clerical errors are subject to correction. These Terms and Conditions may be amended or modified by PRADCO from time to time, in PRADCO’s sole discretion without notice. These Terms and Conditions along with any given purchase order and statement of work constitute the entire agreement and understanding between PRADCO and the Customer and shall supersede all other agreements, understandings, promises, or acknowledgements, whether written or oral.
