Terms & Conditions

GENERAL CONDITIONS

Scope of Undertaking:  Company will perform the services described pursuant to this Contract (the Work). No other services are included, unless approved in writing by Company. The amount payable to the Company for the Work is based solely upon the value of the services performed and is unrelated to the value of the Customer’s property and/or property of others located in/on the premises. Work will be performed on a time and material basis. If additional resources are needed, the estimated cost will increase. You will be notified before any additional work is performed.

Changes in Scope of Work:  Changes, alterations and additions to the plans, specifications, or construction schedule for this Contract shall be invalid unless approved in writing by Company.  For any such changes approved by Company in this manner, which will increase or decrease the cost and expense of the Work to Company, there shall be a corresponding increase or decrease in the Contract price herein provided. COMPANY WILL NOT CORRECT, REPAIR, OR REPLACE ANY EQUIPMENT, OR OTHERWISE BE RESPONSIBLE TO REPAIR ANY DEFICIENCY, IMPAIRMENT OR FAILURE OUTSIDE OF THE WORK UNLESS CUSTOMER SEPARATELY AUTHORIZES COMPANY IN WRITING TO REPAIR OR OTHERWISE CORRECT THE DEFICIENCY, IMPAIRMENT OR FAILURE FOR A SEPARATE ADDITIONAL FEE.  

Systems Installation: Customer shall furnish all necessary facilities for performance of the Work by Company, including site access, adequate space for storage and handling of material, light, water, heater, local telephone, watchmen, crane, elevator service (if available), and all necessary permits (unless otherwise specified herein).  Customer shall supply and maintain all necessary electrical service, internet connections and telephone lines as may be required for proper operation of the system(s) or equipment.  Customer shall furnish all necessary plans, specifications, drawings, project schedules, or any revisions thereto to Company. If access to all necessary facilities for performance of the Work is in any way denied or in the event Customer causes any unreasonable delay in providing Company access, then Company has the right, in the Company’s sole discretion, to charge Customer additional fees. If during the course of Company’s performance of the Work, access is denied to any system(s) or piece of equipment, or there is delay in providing access, Customer understands that the Work cannot and will not be performed. Customer agrees to contact Company when full access can be granted so that Company can return to complete the Work. The return trip will be billed at Company’s current time and material rates.

Product Placement:  Where the location of certain parts or components of the system are discretionary, Customer agrees that such placement is left to the sole discretion of Company.

Terms of Payment: Monthly invoices will be rendered representing the value of materials delivered to the site, materials supplied by Company and work performed.  All such invoices are payable in full within thirty (30) days. If Customer fails to pay the full amount due, Company may, at its option, terminate this Contract, and, in any event, will not be obligated to perform any additional work until payment past due has been received by Company. The cost of the Work is based upon Company being able to perform the Work during normal working hours on Monday through Friday from 7 a.m. to 5 p.m. Any Work performed outside of normal working hours will be subject to additional fees payable by Customer subject to all terms and conditions of this Contract.  In the course of late payments, customer shall pay a late penalty charge of 10% of contract price, with a minimum of $50, or the highest amount allowable by law.

Equipment Disconnections:  Customer is on notice that existing system(s)/device(s) that may be tied into the Work may be temporarily or permanently disconnected and no longer in service and thus, cannot detect, perform and/or report occurrences or transmit signals during the period of time the equipment is out of service.

Special Conditions:  In the event this Contract requires new equipment to be connected to existing equipment, Company will only test the new Work involved as part of this Contract and any inspection or test required on the existing equipment will be an extra to the Contract price. The Customer assumes full responsibility for the condition of existing equipment and for any damage resulting directly or indirectly from the testing or inspection of existing equipment. Company shall not be liable for any damage arising from or related to the Customer’s existing equipment. 

Work of Others: Company makes no warranty, express or implied, as to the quality of work performed by others.  Company has no obligation under this Contract to examine, inspect or approve any work performed by others.

Actions by Others:  In no event shall Company be liable for any damage, loss, injury, or any other claim arising from any servicing, alterations, modifications, changes or movements of the Work or any of its component parts by the Customer or third party. 

Warranty: COMPANY warrants that its workmanship and materials shall be free from defects for a period of one year after completion of the Work or substantial completion of the Project, whichever shall first occur, and that it will, at its expense, repair or replace any defective materials or workmanship supplied or performed by COMPANY during the one-year warranty period. ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ARE HEREBY EXCLUDED.  THE CUSTOMER UNDERSTANDS AND AGREES THAT COMPANY MAKES NO EXPRESS WARRANTIES OTHER THAN THAT SPECIFICALLY SET FORTH IN THIS PARAGRAPH AND THAT NO REPRESENTATIVE OF THE COMPANY HAS ANY AUTHORITY TO MAKE ANY WARRANTIES OR TO OTHERWISE VARY THE TERMS OF THIS CONTRACT.

Insurance: Customer shall provide and maintain insurance without deductible to protect the Project and the Work and the facility where the Work is performed from all perils of any kind, including but not limited to, fire and water damage. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds under Customer’s general liability policy and/or any other policy applicable to the work and the facility where the work is performed.

Waiver of Subrogation: Company is not an insurer against loss or damage. Sufficient insurance shall be obtained by and is the sole responsibility of Customer to cover the premises (and property therein) where the work will be performed. Customer agrees to rely exclusively on Customer’s insurer to recover for injuries or damage in the event of any loss or injury to the premises or property therein. Customer does hereby, for itself and all others claiming by or through it, release and discharge Company from and against all damages covered by Customer’s insurance, it being expressly agreed and understood that no insurance company, insurer, surety or other entity/individual will have any right of subrogation against Company.

Indemnification:  To the fullest extent permitted by law, Customer shall defend, indemnify and hold harmless Company and its agents, employees or subcontractors from and against all claims, damages, losses, and expenses, including but not limited to attorney’s fees, arising out of or resulting from services provided by Company, or any other services or materials which Customer or a third party claim Company should have provided, regardless of whether such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. This indemnity agreement includes claims brought against Company by Customer’s insurance company, and includes claims against Company arising under contract, warranty, Company’s own negligence or negligent misrepresentation, strict product liability, cross-claims or other claims for indemnification or contribution, or any other theory of liability whatsoever. This indemnification provision shall not apply where liability is established based upon Company’s sole and exclusive negligence.

Liquidated Damages:  The parties hereto agree that it is impractical and extremely difficult to fix the actual damages, if any, that may proximately result from a failure on the part of Company to perform any of its obligations hereunder. The Customer does not desire that this contract provide for full liability of Company and agrees that Company shall be exempt from liability for loss or damage due directly or indirectly to occurrences, or consequences there from, concerning any services/obligations rendered under this contract by Company. Accordingly, if Company is found liable to Customer for loss or damage to property resulting from its obligations under this agreement, Company’s liability shall be limited to the lesser of a sum equal to one-half of the Contract price or $1,000 as liquidated damages and not as a penalty. Where multiple sites are covered by this Contract, liability will be limited to the amount allocable to the site where the incident occurred, subject to the preceding sentence. As a condition precedent to any claim or lawsuit against Company, all outstanding invoices must have been paid in full when due, without compromise on amounts owed. In no event will Company be liable to Customer for incidental or consequential damages of any kind.

Assignment: Any assignment of this Contract by Customer without the written consent of Company shall be void.  Company may assign this Contract to its subsidiaries, affiliates or other persons or entities licensed to perform the Work without Customer’s consent. If Company does transfer, assign this Contract or subcontract any of its duties or obligations hereunder, then anyone to whom Company transfers, assigns, or subcontracts will have all of Company’s rights under this contract.

Acceptance of Terms:  This Contract contains the entire understanding and final expression of the Contract and supersedes and replaces any previous contracts between Company and Customer concerning the work. No changes or modifications can be made to this Contract without the express written consent of Company. Company is not bound by any provisions printed or otherwise at variance with this Contract that may appear on any other form used by Customer, such provisions being hereby expressly rejected.

Disputes:  The laws of the State of New Jersey are applicable and will govern the interpretation and enforceability of this Contract. Any legal action or lawsuit arising out of this Contract must be bought in the State Courts of New Jersey nearest the headquarters of Company. In any lawsuit, legal action or claim arising out of this Contract and/or the services provided to Customer, if Company is the prevailing party, Customer shall pay all the Company’s reasonable legal fees and costs associated with the claim, legal action or lawsuit. Prevailing party shall mean Company received value as a result of the matter and did not pay money as part of a settlement, judgment or award. Customer must bring any lawsuit against Company within one (1) year after the act, omission or event occurrence upon which the lawsuit is based. If Customer does not, then Customer has no right to sue Company and Company has no liability to Customer for that claim. It is critical that Customer bring any claim in a timely manner.

NFPA Standards:  Customer has reviewed and is familiar with the National Fire Protection Standards applicable to the system(s)/equipment subject to this Contract and understands the requirements included therein and the consequences of failing to comply with those requirements. Customer agrees to comply with all requirements of the applicable NFPA standards applicable to Customer’s system(s)/equipment.

Severability:  If any of the provisions of this Contract shall be invalid or unenforceable under the laws of the jurisdiction applicable to the entire Contract, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Contract, but the entire Contract shall be construed as if not containing the particular invalid or unenforceable provision(s), and the rights and obligations of the Company and Customer shall be construed and enforced accordingly.

Authorization:  The person executing this Contract on behalf of the Customer expressly warrants and covenants that he/she is the authorized representative of the Owner/Customer, or Owner’s/Customer’s designee, and is authorized to enter into this Contract for and on behalf of the Owner/Customer.

Affiliates:  The terms and conditions set forth in this Contract shall inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, Company’s employees, agents, officers and directors.