|
Covered Systed s), Customer agrees to promptly request repair services in
<br />the event the System becomes inoperable or otherwise requires repair. The
<br />Agreement price does not include repairs to the Covered Systems)
<br />recommended by Company as a result of an inspection, for which Company
<br />will submit independent pricing to customer and as to which Company will not
<br />proceed until Customer authorizes such work and approves the pricing. Repair
<br />or replacement of non - maintainable pads of the Covered System(s) including,
<br />but not limited to, unit cabinets, Insulating material, electrical wiring, structural
<br />supports, and all other non - moving parts, is not included under this Agreement,
<br />11. System Equipment. The purchase of equipment or peripheral devices,
<br />(including but not limited to smoke detectors, passive infrared detectors, card
<br />readers, sprinkler system components, extinguishers and hoses) train
<br />Company shall be subject to the terms and conditions of this Agreement. If, in
<br />Company's sole judgment, any peripheral device or other system equipment,
<br />which is attached to the Covered System(s), whether provided by Company,
<br />Customer or a third party, interferes with the proper operation of the Covered
<br />System(s), Customer shall remove or replace such device or equipment
<br />promptly upon notice from Company. Failure of Customer to remove or replace
<br />the device shall constitute a material breach of this Agreement. If Customer
<br />adds any third party device or equipment to the Covered System(s), Company
<br />shall not be responsible for any damage to or failure of the Covered System(s)
<br />caused in whole or in part by such device or equipment,
<br />12. Reports. Where inspection and /or test services are selected, such
<br />inspection and /or test shall be completed on Company's then current Report
<br />form, which shall be given to Customer, and, where applicable, Company may
<br />submit a copy thereof to the local authority having jurisdiction. The Report and
<br />recommendations by Company are only advisory in nature and are intended to
<br />assist Customer In reducing the risk of lass to property by indicating obvious
<br />defects or impairments noted to the system and equipment inspected and /or
<br />tested. They are not intended to imply that no other defects or hazards exist or
<br />that all aspects of the Covered System(s), equipment, and components are
<br />under control at the time of inspection. Final responsibility for the condition and
<br />operation of the Covered System(s) and equipment and components lies with
<br />Customer.
<br />13. — Availability -- and - -Cost of Steel, Plastics_ & - -Other Commuditles.
<br />Company shall not be responsible for failure to provide services, deliver
<br />products, or otherwise perform work required by this Agreement due to lack of
<br />available steel products or products made from plastics or other commodities,
<br />(i) In the event Company is unable, after reasonable commercial efforts, to
<br />acquire and provide steel products, or products made from plastics or other
<br />commodities, if required to perform work required by this Agreement,
<br />Customer hereby agrees that Company may terminate the Agreement, or the
<br />relevant portion of the Agreement, at no additional cost and without penalty.
<br />Customer agrees to pay Company in full for all work performed up to the time
<br />of any such termination. (it) If Company is able to obtain the steel products or
<br />products made from plastics or other commodities, but (ite price of any of the
<br />products has risen by more than 10% from the date of the bid, proposal or date
<br />Company executed this Agreement, whichever occurred first, then Company
<br />may pass through that increase through a reasonable price Increase to reflect
<br />increased cost of materials.
<br />14. Confined Space. If access to confined space by Company is required for
<br />the performance of Services, Services shall be scheduled and performed in
<br />accordance with Company's then - current hourly rate,
<br />15. Hazardous Materials, Customer represents that, except to the extent that
<br />Company has been given written notice of the following hazards prior tu the
<br />execution of this Agreement, to the best of Customer's knowledge there is no:
<br />• "Permit confined space," as defined by OSHA,
<br />• Risk of infectious disease,
<br />Need for air monitoring, respiratory protection, or other medical risk,
<br />• Asbestos, asbestos - containing material, formaldehyde or other
<br />potentially toxic or otherwise hazardous material contained in or on the
<br />surface of the floors, walls, ceilings, insulation or other structural
<br />components of the area of any building where work is required to be
<br />performed under this Agreement
<br />All of the above are hereinafter referred to as "Hazardous Conditions ",
<br />Company shall have the right to rely on the representations listed above, If
<br />hazardous conditions are encountered by Company during the course of
<br />Company's work, the discovery of such materials shall constitute an event
<br />beyond Company's control and Company shall have no obligation to further
<br />perform in the area where the hazardous conditions exist until the area has
<br />been made safe by Customer as certified in writing by an independent testing
<br />agency, and Customer shall pay disruption expenses and re- mobilization
<br />expenses as determined by Company.This Agreement does not provide for the
<br />cost of capture, containment or disposal of any hazardous waste materials, or
<br />hazardous materials, encountered in any of the Covered Systems) scatter
<br />during performance of the Services. Said materials shall at all times remain the
<br />responsibility and property of Customer. Company shall not be responsible for
<br />the testing, removal or disposal of such hazardous materials
<br />10. Remote Service. if Customer selects Remote Service, Customer
<br />understands and agrees that, while Remote Service provides for
<br />communication regarding Customer's fire alarm system to Company via the
<br />Internet, Remote Service does not constitute monitoring of the system and
<br />Customer understands that Remote Service does not provide for Company to
<br />contact the fire department or other authorities in the event of a fire alarm. The
<br />Customer understands that If it wishes to receive monitoring of its fire alarm
<br />system and notification of the fire department or other authorities in the event
<br />of a fire alarm, it must select monitoring services as a separate service under
<br />this Agreement. CUSTOMER FURTHER UNDERSTANDS AND AGREES
<br />THAT THE TERMS OF SECTION f7.F OF THIS AGREEMENT APPLY TO
<br />REMOTE SERVICE.
<br />17. Monitoring Services. If Customer has selected Monitoring services, the
<br />following shall apply to such services:
<br />A. Alarm Monitoring Service. Customer agrees and acknowledges that
<br />Company's sole and only obligation under this Agreement shall be to provide
<br />alarm monitoring, notification, and /or Runner services as set forth in this
<br />Agreement and to endeavor to notify the party(ies) identified by Customer on
<br />the Contact/Call List ( "Contacts ") and /or Local Emergency Dispatch Numbers
<br />for responding authorities, Upon receipt of an alarm signal, Company may, at
<br />our sale discretion, attempt to notify the Contacts to verify the signal is not
<br />false. If we fail to notify the Contacts or question the response we receive, we
<br />will attempt to notify the responding authority. In the event Company receives a
<br />supervisory signal or trouble signal, Company shall endeavor to promptly notify
<br />one of the Contacts. Company shall not be responsible far a Contact's or
<br />responding authority's refusal to acknowledge /respond to Company's
<br />notifications of receipt of an alarm signal, nor shall Company be required to
<br />make additional notifications because of such refusal. The Contacts are
<br />authorized to act on Customer's behalf and, if so designated on the
<br />Contact/Call List, are authorized to cancel an alarm prior to the notification of
<br />authorities. Customer understands that local laws, ordinances or policies may
<br />restrict Company's ability to provide the alarm monitoring and notification
<br />services described in this Agreement and /or necessitate modified or additional
<br />services and related charges to Customer. Customer understands that
<br />Company may employ a number of Industry- recognized measures to help
<br />reduce occurrences of false alarm signal activations. These measures may
<br />include, but are not limited lo, Implementation of industry- recognized default
<br />settings; implementation of "partial clear time bypass" procedures at our alarm
<br />monitoring center and other similar measures at our sole discretion from time
<br />to time. "THESE MEASURES CAN RESULTIN"NO ALARM SIGNAL BEINO"
<br />SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE
<br />INITIAL ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY
<br />RESET. Upon receiving notification from Company that a Are or gas detection
<br />(e.g. carbon monoxide) signal has been received, the responding authority
<br />may forcibly enter the premises. Cellular radio unit test supervision, if provided
<br />under this Agreement, provides only the status of the cellular radio un!Vs
<br />current signaling ability at the time of the test communication based on certain
<br />programmed intervals and does not serve to detect the potential loss of radio
<br />service at the time of an actual emergency event. Company shall not be
<br />responsible to provide monitoring services under this Agreement unless and
<br />until the communication link between Customer's premises and Company's
<br />Monitoring Center has been tested, SUCH SERVICES ARE PROVIDED
<br />WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
<br />LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
<br />FITNESS FOR A PARTICULAR PURPOSE,
<br />B Limitation of Liability; Limitations of Remedy. Customer understands
<br />that Company offers several levels of Monitoring Services and that the level
<br />described has been chosen by Customer after considering and balancing
<br />various levels of protection afforded and their related costs. It Is understood
<br />and agreed by the Customer that Company Is not an insurer and that
<br />insurance coverage, If any, shall be obtained by the Customer and that
<br />amounts payable to Company hereunder are based upon the value of the
<br />Monitoring Services and the scope of liability set forth In this Agreement
<br />and are unrelated to the value of the Customer's property and the
<br />property of others located on the premises. Customer agrees to look
<br />exclusively to the Customer's Insurer to recover for Injuries or damage in
<br />the event of any loss or Injury and that Customer releases and waives all
<br />right of recovery against Company arising by way of subrogation,
<br />Company makes no guaranty or Warranty, including any implied
<br />warranty of merchantability or fitness for a particular purpose that
<br />equipment or services supplied by Company will detect or avert
<br />occurrences or the consequences there from that the equipment or
<br />service was designed to detect or avert. It is Impractical and extremely
<br />difficult to fix the actual damages, if any, which may proximately result
<br />from failure on the part of Company to perform any of its monitoring
<br />obligations under this Agreement. Accordingly, Customer agrees that,
<br />Company shall be exempt from liability for any loss, damage or Injury
<br />arising directly or Indirectly from occurrences, or the consequences
<br />there from, which the equipment or service was designed to detect or
<br />avert, Should Company be found liable for any loss, damage or Injury
<br />arising from a failure of the equipment or service in any respect,
<br />Company's liability with respect to Monitoring Services shall be the
<br />lesser of the annual fee for Monitoring Services allocable to the site
<br />where the Incident occurred or two thousand five hundred ($2,500)
<br />dollars, Such sum shall be complete and exclusive. If Customer desires
<br />Company to assume greater liability, the parties shall amend this
<br />Agreement by attaching a rider setting forth the amount of additional
<br />liability and the additional amount payable by the Customer for the
<br />assumption by Company of such greater liability, provided however that
<br />such rider shall in no way be Interpreted to hold Company as an Insurer.
<br />SG0001 US.ENG (Rev. 1212010) Page 6 of 8 O 2010 Simplext3rinnell LP. All rights reserved
<br />
|