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Terms and Conditions
<br />GENERAL - This document and all pages or other items attached
<br />hereto, (hereinafter called the Document, Contract, Agreement or Proposal)
<br />will constitute a contract between Securitas Electronic Security, Inc.
<br />(hereinafter SES) and the Buyer (as listed on the attached) when accepted by
<br />SES. If the Buyer issues an order instead of executing this Document and
<br />said order references this Document, then this Document shall be deemed to
<br />have been signed by the Buyer and any of the terms or provisions of the
<br />Buyer's order which are in any way inconsistent with or in addition to the
<br />terns and conditions in this contract shall not be binding on either party
<br />unless accepted in writing by SES's authorized representatives. Buyer
<br />acknowledges and agrees that it has read, understands and agrees to all of the
<br />terms and conditions in this Document and agrees to purchase, license, or
<br />lease all of the equipment and/or services described herein at the prices and
<br />payment terms contained herein. SES's Proposal is valid for a period of
<br />ninety (90) days from the date of the Proposal.This Document shall remain in
<br />force for one year from the effective date of the Software Support
<br />Agreement.
<br />2. DELIVERY - Delivery quoted was based on the best information
<br />available from the manufacturers and/or SES's current inventory at the time
<br />of Proposal. SES is not responsible for any delays in shipments from
<br />manufacturers or changes in SES's inventory level between time of Proposal
<br />and receipt of order or signed Contract from the Buyer. Delivery and/or
<br />completion dates are based upon prompt receipt of any and all necessary
<br />documents from Buyer. Shipments are scheduled after acceptance of an
<br />order in accordance with Buyer's requirements. Unless specifically stated to
<br />the contrary, however, where existing priorities and schedules prevent strict
<br />compliance with requested delivery dates, orders are entered as close as
<br />possible to the requested date and Buyer is advised of deviations, if any, in
<br />the shipping or completion schedule. SES reserves the right to make delivery
<br />in installments. SES shall not be liable for delays or failure in delivery,
<br />manufacture or completion or for any other default by reason of any
<br />occurrence or contingency beyond its reasonable control. IN SUCH EVENT,
<br />BUYER AGREES THAT NO REMEDY (INCLUDING, BUT NOT
<br />LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR
<br />LOST PROFITS, LOST SALES; INJURY TO PERSON OR PROPERTY
<br />OR ANY OTHER CAUSE) SHALL BE AVAILABLE TO IT. All shipments
<br />will be FOB point of origin. Freight charges will be at Buyer's expense and
<br />will be added to the price contained herein.
<br />3. ACCEPTANCE, TRANSFER OF TITLE, RISK OF LOSS, AND
<br />DELIVERY AND INSTALLATION DATES. This Section 3 applies to all
<br />items other than services provided to Buyer hereunder. A. ACCEPTANCE:
<br />Buyer shall be deemed to have accepted the items provided hereunder
<br />according to the following: (i) For delivery and installation orders for
<br />equipment ("D&I Orders"), Buyer's acceptance will occur upon substantial
<br />completion of installation of the item or beneficial use.At SES's request,
<br />Proposal 148795 10/22/2019
<br />or (ii) For shipped Orders, Buyer's acceptance will occur upon delivery of the
<br />equipment and/or software to Buyer, which for purposes of acceptance will
<br />be deemed to have occurred when the items are shipped from SES's shipping
<br />point to a Buyer's location, which for software may occur by physical
<br />shipment, electronic delivery or notice to Buyer that the software is available
<br />for download. B. TRANSFER OF TITLE AND RISK OF LOSS: Title, risk
<br />of loss, and the right to use the equipment will pass to Buyer upon Buyer's
<br />acceptance thereof according to Subsection A above. Notwithstanding the
<br />foregoing, under no circumstances will title to any software be transferred
<br />hereunder.
<br />4. PRICES - The prices stated are exclusive of any transportation
<br />charges (except as covered in Section 2 above), insurance, and federal, state,
<br />municipal or other government tax, including sales and use taxes, now or
<br />hereinafter imposed upon the production, storage, sale, transportation or use
<br />of the products described herein. Such taxes or other charges applied directly
<br />to the sale hereunder shall be paid by the Buyer, or in lieu thereof the Buyer
<br />shall provide an exemption certificate acceptable to the authorities. By ruling
<br />of New York State and New York City sales tax authorities, all lease
<br />payments are fully taxable, as they include rental and use of the equipment,
<br />use of loaner equipment, parts, etc.
<br />5. PAYMENT - Unless otherwise specifically stated to the contrary in
<br />the Proposal, the terms of payment are as follows, without notice, demand,
<br />reduction or set-off: A. COMPREHENSIVE — Thirty percent (30%) is due at
<br />time of order acceptance (equipment will not be ordered and work will not
<br />begin until deposit is received), with the balance due in monthly progress
<br />payments covering equipment received and labor performed Net ten (10)
<br />days from invoice date. B. OVERDUE INVOICES - If Buyer fails to pay or
<br />dispute in writing any amount when due and such failure continues for thirty
<br />(30) days or more, Buyer shall pay interest at the rate of one and one half
<br />percent (1.5%) per month or the maximum rate permitted by law, (whichever
<br />is less) on the entire unpaid balance for each month or portion thereof that
<br />payment is late.
<br />6. INSTALLATION - Buyer is to provide I IOV AC at all outdoor
<br />camera locations, monitoring and/or control locations, and/or other locations
<br />specified. Where possible, SES utilizes low voltage equipment; as a result,
<br />wiring is not required (by code) to be placed inside conduit. Any conduit
<br />required by Buyer is at additional cost. If air plenum ceilings exist, code
<br />requires the use of conduit or plenum approved cable. The installation price
<br />in the Proposal is based on non -air plenum ceilings (i.e., no conduit or
<br />plenum approved cable), unless otherwise stated herein. If conduit or plenum
<br />approved cable is required, it will be at Buyer's expense, above and beyond
<br />installation price quoted.Unless otherwise indicated in the Proposal, Buyer is
<br />to provide trenching where necessary for cable runs.If aerial runs are required
<br />and Buyer -owned poles are available, SES will utilize them when possible
<br />and permissible. Public utility poles cannot be used as they are proprietary to
<br />the public utility companies.
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<br />Electronic Security
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