Terms and Conditions:
In the event payment is not received when due, Trinity Fire and Security shall charge interest on any outstanding balance at the rate of 1.5% per month (18% per annum) compounded monthly. Customer agrees to pay interest on overdue accounts as stated herein. In the event of any Judgment in favour of Trinity Fire and Security, the Customer agrees to a prejudgment and postjudgment interest rate of 18% per annum as the applicable interest rate. The Customer agrees to pay all costs of collection, including without limitation costs, fees, and lawyer’s fees. The Customer’s failure to make payment when due is a material breach of this Agreement until the account is current.
Any and all false alarm charges from local police departments incurred by the customer are the customer’s responsibility to pay. If a bill is sent to Trinity Fire and Security for a false alarm call, Trinity Fire and Security will bill the customer for said charge, unless the charges incurred were the result of Trinity personnel. Then the Trinity will be responsible for paying the charges.
Any performance or completion dates are estimated dates only. Trinity Fire and Security is not liable for any loss or expense incurred by the Customer or the Customer’s customers if Trinity Fire and Security fails to meet any such dates.
All work to be performed by Trinity Fire and Security will be performed during normal working hours of normal working days (8:00 a.m. 5:00 p.m., Monday through Friday, excluding Company holidays), as defined by Trinity Fire and Security, unless additional times are specifically described in this Agreement. Trinity Fire and Security will perform the services described in the quote for one or more system(s) or equipment as described in the quote. The Customer shall promptly notify Trinity Fire and Security of any malfunction. This Agreement assumes the Covered System(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Trinity Fire and Security determines that repairs are recommended, repair charges will be submitted for approval prior to any work. Should such repair work be declined, Trinity Fire and Security shall be relieved from any and all liability arising therefrom. UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY TRINITY FIRE AND SECURITY TO THE CUSTOMER. TRINITY FIRE AND SECURITY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE TRINITY FIRE AND SECURITY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING.
5: Customer Responsibilities. The Customer shall furnish all necessary facilities for performance of its work by Trinity Fire and Security, adequate space for storage and handling of materials, light, water, heat, heat tracing, electrical service, local telephone, watchman, and crane and elevator service and necessary permits. The Customer shall promptly notify Trinity Fire and Security of any malfunction in the Covered System(s); which comes to this Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Trinity Fire and Security determines that repairs are recommended, repair charges will be submitted for approval prior to any work. Should such repair work be declined, Trinity Fire and Security shall be relieved from any and all liability arising therefrom.
The Customer shall further:
All of the above are hereinafter referred to as “Hazardous Conditions”. Trinity Fire and Security shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Trinity Fire and Security during the course of Trinity Fire and Security’s work, the discovery of such materials shall constitute an event beyond such materials shall control and Trinity Fire and Security shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by the Customer as certified in writing by an independent testing agency, and the Customer shall pay disruption expenses and re-mobilization expenses as determined by Trinity Fire and Security. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of the Customer. Trinity Fire and Security shall not be responsible for the testing, removal or disposal of such hazardous materials.
(a) Warranties. Trinity Fire and Security warrants that: (i) it will perform the Services in a professional and workmanlike manner; (ii) each Product is free from defects in material and workmanship; (iii) each Product materially conforms to manufacture’s specifications that are included with the material; and (iv) at the time of delivery, Trinity Fire and Security has title to each Product free and clear of liens and encumbrances (the “Warranties”). The Warranties do not apply to software furnished by manufacturers.
(b) Remedies. If the Services or Product fail to meet the warranty standards set forth in Article 13(a) within the applicable Warranty period defined in Article 13(c), and the Customer promptly reports such non-conformance to Trinity Fire and Security during the above mentioned Warranty period, Trinity Fire and Security shall at its own expense as the Customer’s sole and exclusive remedies for breach of the Warranties: (i) for Services, re-perform the relevant Services or, in Trinity Fire and Security’s sole discretion, refund the Customer the pro rata portion of the fees paid to Trinity Fire and Security under this Agreement allocable to the nonconforming Services; and (ii) for Product, at Trinity Fire and Security’s discretion, repair or replace the Product, or its non-conforming parts, within a reasonable time period, or refund of all or part of the purchase price. The warranty on repaired or replaced Product, Services or parts is limited to the remainder of the original Warranty period. Unless Trinity Fire and Security agrees otherwise in writing, The Customer will be responsible for any costs associated with: (i) gaining access to the Product or Services; (ii) removal, disassembly, replacement, installation, or re-installation of any equipment, materials or structures to permit Siemens to perform its warranty obligations; (iii) transportation to and from the Trinity Fire and Security factory or repair facility; and (iv) damage to equipment components or parts resulting in whole or in part from non-compliance by the Customer with Article 10(d) or from their deteriorated condition. All exchanged Products replaced under this Warranty will become the property of Trinity Fire and Security.
(c) Warranty Period. The Customer must provide written notice of any claims for breach of the Warranties by: (i) for Services, within three (3) months from completion of the Services; and (ii) for Product, the earlier of twelve (12) months from initial operation of the Product. Additionally, absent written notice within the applicable Warranty period, any use or possession of the Product or Services after expiration of the applicable Warranty period is conclusive evidence that the applicable Warranties have been satisfied.
(d) Conditions to the Warranties. The Warranties are conditioned on: (i) no repairs, modifications or alterations being made to the Product and Equipment other than by Trinity Fire and Security or other certified technicians; (ii) The Customer handling, using, storing, installing, operating and maintaining the Product and Equipment in compliance with any parameters or instructions in any specifications attached to, or incorporated into this Agreement, (iii) or in the absence of such conditions, parameters or instructions or to the extent not applicable, in accordance with the generally accepted industry standards applicable in the locale where the Services are being performed and having regard to the nature of the Product and Services; (iv) The Customer discontinuing use of the Product and Equipment after it has, or should have had knowledge of any defect in the Product or Equipment; (v) The Customer providing Trinity Fire and Security with reasonable access to operating and maintenance data as requested by Trinity Fire and Security, (which may include secure broadband connection). Without expense to Trinity Fire and Security, The Customer shall provide to Trinity Fire and Security and its respective employees and agents on a twenty four (24) hours a day, seven (7) days a week basis, access to the Site, and each unit, including rights of way and easements required for safe access of such persons and equipment, as well as, to the extent applicable, online access to the Site, including to an installed remote monitoring system and to all units, as necessary to permit Trinity Fire and Security to perform the Services; (vi) The Customer providing prompt written notice of any warranty claims within the Warranty Period; (vii) at Trinity Fire and Security’s discretion, the Customer either removing and shipping Product or Equipment or non-conforming part thereof to Trinity Fire and Security, at the Customer’s expense, or granting Trinity Fire and Security reasonable access to Products or Equipment to assess the warranty claims; (viii) Product and Equipment not having been subjected to accident (including force majeure), alteration, abuse or misuse; and (ix) the Customer not being in default of any payment obligation. The Customer shall provide, without cost to Trinity Fire and Security, access to the nonconformity by disassembling, removing, replacing and reinstalling any Equipment, materials or structures to the extent necessary to permit Trinity Fire and Security to perform its warranty obligations.
(e) Exclusions from Warranty Coverage. The Warranties do not apply to (i) any product not supplied by Trinity Fire and Security; (ii) any Third Party Parts or Equipment; or (iii) to services not performed by Trinity Fire and Security pursuant to this Agreement. Trinity Fire and Security will have no liability to the Customer under any legal theory for such products, Third Party Parts, Equipment, services or any related assignment of warranties. Any Product that is described as being experimental, developmental, prototype, or pilot is specifically excluded from the Warranties and is provided to the Customer “as is” with no warranties of any kind. Normal wear and tear is excluded, including any expendable items that comprise part of the Product (such as fuses, light bulbs and lamps). Trinity Fire and Security does not warrant or guarantee that any Product will be secure from cyber threats, hacking or similar malicious activity. Products that are networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Buyer and/or end user against unauthorized access.
(f) Transferability. The Warranties are only transferable during the warranty period and only to the Product’s initial end-user upon and subject to the same terms and conditions as are expressed herein.
(g) Extended warranties. In some cases extended warranties are available from the manufacturer that goes beyond Trinity Fire and Security’s installer warrantee. However Trinity Fire and Security is responsible, as the installer, for these warranties but will try to access them on behalf of the Customer.
TRINITY FIRE AND SECURITY’S MAXIMUM LIABILITY UNDER DUTY OF CARE AND THIS AGREEMENT UNDER ANY THEORY OF RECOVERY, SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE RECEIVED BY TRINITY FIRE AND SECURITY UNDER THIS AGREEMENT.
THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES. THE CUSTOMER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT WILL PREVAIL OVER ANY CONFLICTING TERMS AND CONDITIONS IN THIS AGREEMENT AND MUST BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE IN THE EVENT OF AND NOTWITHSTANDING TRINITY FIRE AND SECURITY BEING ADVISED BY THE CUSTOMER OF THE POSSIBILITY OF SUCH DAMAGES IN WHICH CASE THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES FROM LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS AGREEMENT.