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<br /> Indemnification
<br /> To the fullest extent permitted by law,Customer agrees to defend,indemnify,and hold Company harmless from any and all
<br /> claims,demands,actions,liabilities,losses,costs or expenses(including,without limitation,attorneys'fees or costs)arising
<br /> out of the Equipment or Services from any cause whatsoever,including the acts or omissions of the Company,except to
<br /> the extent that Company is found to have acted with gross negligence orengaged in willful misconduct.
<br /> Insurance and Bonding
<br /> Company shall maintain liability insurance coverage for bodily injury,death,and propertydamage in an amount no less than
<br /> One Million Dollars($1,000,000.00)at all relevant times.If required by the Customer,Company shall furnish the Customer
<br /> with full and duly executed Performance and Payment Bonds, underwritten by a surety or sureties satisfactory to the
<br /> Customer,in the amount requested bythe Customer.All costs for such bonds shall be paid directly by the Customer.Project
<br /> performance and payment bonds might not be included in the price;if requested,they will be added as a line item on the
<br /> total awarded amount.Additionally,any other specialized insurance requested by the Customer will incur additional costs
<br /> to the Customer.
<br /> Ownership of Equipment/Liens
<br /> Company shall retain title to all Equipment delivered to Customer until final payment for same is received.Company may
<br /> retrieve from the Customer's premises any Equipment delivered if payment has not been timely tendered. Company may
<br /> file a lien within 90 days after furnishing Equipment or Services to Customer as long as preliminary lien notice is sent to
<br /> Customer under the provisions of the Construction Lien Law of the state where services are rendered.
<br /> Force Majeure
<br /> Company shall not be liable for delays in delivery or failure of items to be available due to causes beyond its reasonable
<br /> control,such as acts of God,floods,fires,pandemics,lockouts or strikes,acts or omissions of suppliers and manufacturers,
<br /> acts or omissions of Civil and Military Authority, strikes, wars(whether declared or undeclared),transportation disruptions,
<br /> supply chain disruptions,or any other cause beyond its reasonable control.
<br /> Arbitration
<br /> All claims,disputes,and other matters in question arising out of,or relating to,the purchase of Equipment,the installation
<br /> and/or maintenance of Equipment,any other Services described in the Estimate or these Terms and Conditions(including
<br /> whether such matter is arbitrable)(collectively,"Claims")shall be decided by arbitration in San Diego County before a single
<br /> arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association,who shall also act
<br /> as the arbitrator for such Claim.The award rendered by the arbitrator shall be final,and judgment may be entered upon it
<br /> in accordance with applicable California law.The costs of arbitration,including administrative fees,fees for a record and
<br /> transcript,and the arbitrator's fees,shall be borne by the non-prevailing party(as determined by the arbitrator). Notice of
<br /> the demand for arbitration shall be filed in writing with the other party and with the American Arbitration Association.The
<br /> demand for arbitration shall be made no laterthan six(6)months after the circumstances which are the basis of the Claim
<br /> have arisen.
<br /> USAC SLD Funding
<br /> For Customers that utilize USAC SLD funding, GigaKOM will, based on the agreement, invoice SLD for the discounted
<br /> portion. In case SLD denies payment or SLD does not pay within 90 days from the Invoice date,the Customer will be
<br /> responsible for the full amount.
<br /> Miscellaneous Provisions
<br /> These Terms and Conditions shall be governed by and construed according tothe laws of California,
<br /> If any provision of these Terms and Conditions is held invalid or unenforceable,it shall be so held to the minimum extent
<br /> required by law and all other provisions shall remain valid and enforceable.
<br /> Subject to the limitations set forth in the Equipment Warranty and Service Warranty above,the exercise of any remedy herein
<br /> shall be without prejudice to any other right or remedy available to either party.
<br /> No agency,employment agreement,joint venture,or partnership is created between the parties and neither party shall be
<br /> deemed to be an agent of the other nor shall either party have the right,power,or authority to act for the other in any manner
<br /> or to create any obligations,contracts,or debts binding upon the other party.
<br /> The failure of Company to insist on strict performances of any of the provisions contained herein shall in no way constitute
<br /> a waiver by Company or any of the other provisions or subsequent default by Customer in the performance of or compliance
<br /> with any of these Terms and Conditions set forth herein.
<br /> Customer agrees that it has had the opportunityto review and negotiate these Terms and Conditions,and shall be deemed
<br /> to be the product mutual drafting.As such,Company and Customer waive the provisions of Civil Code section 1654.
<br /> HQ: 9245 Activity Road,Suite 105 1 San Diego, CA 921261 Phone:858-769-54DB 1 Fax:858-565-2453
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