AGREEMENT
Below please find a copy of the latest "Sales Agreement" from Today's Integration, Incorporated.
Legal Agreement – Condensed Terms and
Conditions of
The following agreement consists of the “Condensed Terms
and Conditions of Sale” and is a substantially shorter version of
the “Security Systems Sales Agreement”. The spirit of the agreement
is contained herein however a complete copy of the “Security
Systems Sales Agreement” is hereby agreed too and available via
www.todaysintegration.com/agreement.html. Customers should
review the “Security Systems Sales Agreement”. The “Security
Systems Sales Agreement” has specific indemnification for Today's
Integration, Inc. and more specifically outlines limits of
liability and outlines some customer obligations to assuring an
ongoing operational security and or security related system. Our
intent with the shorter version is not to omit or limit information
to our customer but to simplify a single page overview of terms and
conditions in a type size that is readable for our customer and not
a blur of unreadable paragraphs. Please feel free to request a
printed copy or download a current version of the “Security Systems
Sales Agreement”.
Remember you have 72 hours after
agreement to cancel any agreement for security services at no cost
to you. That is
Delivery: Customer
understands and agrees that transfer of ownership of any component
or services occurs upon those components or services arriving on
customer’s premises. Today's Integration, Inc. shall not be
responsible for what other contractors or any other person does to
these components or services while being installed.
Surveillance Devices:
Customer understands that these devices are installed with the
intention of securing and lawfully monitoring the customer’s own
property. These devices should never be used to impede upon persons
privacy or rights under law. It is unlawful in
Warranty: No
warranties expressed or implied are valid unless listed herein.
Today’s Integration, Inc. shall warranty all labor against defect
for 90 days. All hardware is warranted for one year provided that
hardware was supplied by Today’s Integration, Inc. In cases where
the client has supplied the hardware to be installed or integrated
or the client has special ordered the device/equipment outside of
Today’s Integration, Inc., the client assumes responsibility for
handling any warranty or liability claim with whom they obtained
such devices or equipment. Today’s Integration, Inc. shall follow
manufacturer specifications for installation processes where they
are available. In some cases client may request equipment be
integrated with other equipment or systems not originally intended
or approved by the manufacturer. In these cases, client assumes
responsibility for those modifications or extension to the
equipments’ original design or implementation. Today’s Integration,
Inc. shall not warranty any work or modification by other persons,
nor shall Today’s Integration, Inc. warranty any service or
equipment that has been modified from its original installation and
or configuration. Any corrections to the actions of others may be
at additional charge.
Installation: Until
such time as Buyer has paid the full agreed purchase price, Today’s
Integration, Inc. hereby retains and client hereby grants a
purchase money security interest in the equipment installed. In
connection therewith, Client agrees to execute all instruments
(including financing statements) deemed necessary by Today’s
Integration, Inc. under applicable law to establish, maintain and
continue perfected Seller's purchase money security interest in the
equipment or otherwise protect its rights in and to said equipment.
All equipment and services from Today's Integration, Inc. shall
remain property of Today's Integration, Inc. until paid in full.
Failure to pay in full grants Today's Integration, Inc. the right
to repossess any and all equipment supplied, such repossession does
not relinquish the customer’s obligation to pay for all services
performed including repossession of supplied equipment.
Installation may require sheetrock or other wall, ceiling or
structure modifications, the need to change these surfaces are
understood, changes made after or during installation shall not
require Today’s Integration, Inc. to perform any repairs from such
prior mounting. Today’s Integration, Inc. shall not be liable for
damage caused by others or their improper work.
Service: Service
calls that qualify under the warranty period and conditions shall
be at no charge to the customer and shall be scheduled according to
availability and priority. Service calls for equipment or services
not under warranty including calls where client does not provide
access or is a “no show” shall be subject to the then posted
service call rates. Service calls will be scheduled with the client
with every intent to arrive at the designated location and time as
agreed, Today’s Integration, Inc. can not be responsible for delays
outside of our control. Where schedule changes or delays do occur
outside of our control, Today’s Integration, Inc. shall not be
responsible for any benefit or discount of equipment or services.
Any equipment or service to be replaced or performed under warranty
shall be performed with equipment and services as designated by
Today's Integration, Inc. Today's Integration, Inc. is not bound to
replace used or damaged equipment with new equipment.
Alarm Systems: The
customer is required to test their alarm system monthly to assure
no issues have occurred since installation. Batteries in wireless
devices diminish over time, furniture, inventory and other items
are moved in front of motion sensors and glass break sensors which
inadvertently change the devices environment thus diminishing their
effectiveness as installed. If you require testing instructions,
contact Today's Integration, Inc. via phone or web site for
instructions. Today's Integration, Inc. shall not be responsible
for issues that arise as the result of any equipment or the
equipment’s surroundings being modified.
Liability: Today’s
Integration, Inc. shall obtain, install and configure equipment
according to legal standards and manufacturers recommendations.
Where client requests equipment be installed or integrated in any
other way, which process will be evaluated to assure no violation
of law occurs, client assumes all legal liability and
responsibility as to its configuration and use. Today’s
Integration, Inc. shall not be liable for any actions by any
persons outside of our control. The installation, configuration and
service of security related equipment in no ways assures any level
of “security” against the actions of others. Today’s Integration,
Inc. can not stop people from breaking the law, only try to deter
their attempts and monitor or record the actions of persons who do
commit offenses against security. Today’s Integration, Inc. can not
assure 100% availability of any devices and shall not be liable for
damages or thefts during such failure. Devices fail, electronics
falter, acts of nature damage equipment and people intentionally
damage equipment to further commission of crimes. Today’s
Integration, Inc. can not fore see these instances and therefore
can not prevent or stop them. Today’s Integration, Inc. shall not
be liable for any alterations to any equipment, installation or
configurations by any other person. The Products sold by Today’s
Integration, Inc. are not intended or authorized for use with any
medical, life saving or life sustaining systems, nuclear
facilities or for any other application in which failure of the
products could create a situation where personal injury or death
may occur. Today’s Integration, Inc. shall not be responsible for
any issues of loss or damage of any data or non tangible property
on any computers, networks or electronics equipment of any kind. It
is presumed that customer has made regular backups of any and all
data as a part of a regular safety assurance program for their data
and non tangible property.
SECURITY SYSTEM SALES
AGREEMENT
|
[Billing Address] |
This Agreement dated
Company agrees to install the Security
Components (“Detection System”) described in the Today’s
Integration, Inc. Original Document #: QUOTE/PROPOSAL #
1.
PURCHASE. Company acknowledges
receipt of $
2.
LIMITATION OF LIABILITY.
Customer understands that security systems are available from other
companies, and agrees that Company and Customer do not have a
disparity of bargaining power. Company would not offer the
Detection System at the price provided herein without the
limitation of liability of this paragraph. All charges and
fees herein are based upon the cost of the Detection System and the
services set forth herein, taking into account this limitation of
liability, and are unrelated to the values of
Customer’s property or the property of others which may be located
upon Customer’s premises. Customer agrees that if any
loss or damage should result from the failure of the Detection
System, or any component therein, or from improper installation,
maintenance or repair of the Detection System, whether within the
warranty period or otherwise, or failure of a monitoring service,
or in the event of the SOLE, JOINT, OR CONCURRENT negligence of
Company, Company’s maximum liability, if any, for such damages
shall be $500.00. Under no circumstances
shall Company be liable to Customer or any other person for
incidental or consequential damages of any nature in excess of
Company’s maximum liability described above, including without
limitation, damages to property, loss of property or revenue, or
cost of replacement goods, however, occasioned and whether alleged
to result from Company’s breach of warranty, SOLE, JOINT, OR
CONCURRENT negligence, through strict liability, in tort, under
statute or otherwise. (Note: some states do not allow
exclusion or limitations of incidental or consequential damages, so
that above limit may not apply).
3.
PERFORMANCE OF THE DETECTION SYSTEM.
The Today's Integration, Inc. Detection System assists
in detecting fires, burglaries and/or intrusions at the installed
location. The Detection System does not assure that all
fires, burglaries and/or intrusions will be detected under all
circumstances and conditions, and Company does not represent that
it is impossible to defeat the system. Customer acknowledges
that Customer has been advised that there are various types of
equipment and variations of alarm systems and components and
installation configurations which may be more thorough or provide
better protection, including, but without limitation, long range
radio monitoring or cellular transmission. Customer has
selected the more limited equipment and system described in the
Today’s Integration, Inc. Sales Order.
Company assumes no responsibility
for interruptions in service caused by failure of communication
equipment or processes or the telephone numbers Company or a
monitoring service is authorized to call. Company does not
promise or guarantee that police or fire departments and/or private
response services will respond to Detection System calls, either
now or in the future. Customer understands COMPANY IS NOT AN
INSURER, and that insurance, if desired, must be obtained by
Customer.
4.
INSTALLATION. Company will make
reasonable efforts to install the Security Components as provided
herein, but will not be liable for consequential damages, including
without limitation those resulting from delays or failure to
complete installation caused by acts of God, government, labor
difficulties, failure of transportation, and any or all other
causes, whether or not such causes are beyond the control of
Company. Customer will permit or arrange for access to the
Premises for Company’s installation and maintenance personnel.
Customer will provide adequate space for the Security Components
and insure that light and an adequate power source are available.
5.
WARRANTIES AND SERVICE. Company
warrants the labor associated with the installation Detection
System for a period of ninety days from the date of installation.
Warranties of components in the Detection System may be supplied by
their manufacturers or other distributors. Company will cause
any such manufacturer’s warranties up to one year to be available
to Customer. Except for the limited warranty for labor
contained above, Company does not offer separate warranties and,
therefore, Company disclaims all express or implied
warranties (including, without limitation, warranties of
merchantability or fitness for a particular purpose) and disclaims
any agreements, representations, affirmations or warranties,
whether oral or written, made by any agent, employee, or
representative of Company unless and except as specifically stated
in a separate written product warranty issued by Company.
If any models, samples, technical literature, illustrations,
catalogues or other documents have been shown to Customer, they
shall not give rise to any express or implied
warranty by Company. While Company personnel may make suggestions
or recommendations, no warranty is given with respect to same.
This limited warranty shall not cover damage or loss resulting
from: fire, smoke, flood, storms or other casualties, electrical
malfunctions, accidents, acts of God, or from alterations, misuse,
misunderstanding of the benefits or use of such system or
components or abuse of the Detection System or damages caused by or
from: (a) Customer’s failure to secure any door, window, of other
point protected by Detection System; (b) Customer’s failure to
observe any operating instructions supplied by Company or
manufacturer of Detection System components; (c) Customer’s failure
to test the Detection System regularly and/or clean system
components as necessary; (d) malfunction of household wiring and/or
telephone, computer, or communications equipment or lines;
(e) Customer’s failure to maintain a current alarm permit and/or
failure to maintain a current Customer Emergency Information
Schedule; and (f) the failure or refusal of any private response
service or municipal authority to dispatch upon receiving
notification of an alarm.
This limited warranty extends only to
the original purchaser of the Detection System and is subject to
the limitation of liability contained in Paragraph 2 above. Subsequent purchasers are not covered by this
warranty. In the event of a covered defect in the
installation of the Detection System during the warranty period,
Company will remedy the defect if it can be reasonably remedied,
without charge to the purchaser. Should Company determine
that it cannot remedy the defect, Company may at its option, remove
the Detection System (excluding wiring in walls or elsewhere which
is not normally visible) and terminate this Agreement and any
monitoring agreement to which Customer and Company are parties and
refund the purchase price and unused monitoring fees, Customer
shall have no further rights hereunder. To obtain performance
of any obligation under this limited warranty, Customer must give
Company a specific written description of the defects. Additional
warranty information may be obtained without charge by contacting
Company at the address stated at the top of this Agreement.
This warranty gives you specific legal rights. You may
also have other rights that vary from state to state.
Company may make repair and maintenance
service available for the Detection System, including under a
manufacturer’s warranty. Labor required at times other than
Company’s normal service hours shall be charged at 1.5 times the
normal rate. Customer shall be responsible for excess labor charges
in such circumstances if not covered by a manufacturer’s warranty.
No warranty is to be given with respect to any repair or
maintenance except as stated in a written warranty given at the
time such repair or maintenance is performed, however, any such
repair or maintenance service is subject to the limitation of
liability contained in Paragraph 2 above.
No salesman or other representative of
Company is authorized to alter or modify this limited warranty in
any respect whatsoever, and no such alteration or modification
shall be binding on Company unless set forth in writing and signed
by the president of Company.
6.
LIMITATION OF ACTIONS. Any claim
or cause of action which may arise in favor of Customer against
Company under this agreement or otherwise, must be asserted by
Customer within two (2) years and one day of the date such claim or
cause of action accrues.
7.
USE, OPERATION AND TESTING.
Customer agrees to use due care in the handling and operation of
the Detection System and Customer agrees to operate the Detection
System during any applicable warranty period provided for herein
according to the instructions of Company and will not alter or
permit alteration of the Detection System in any manner.
Customer agrees to read the instructional materials provided by
Company and to properly learn to use and test the alarm system.
Customer further acknowledges that there may be more than one means
to install given equipment and therefore discrepancies may exist
between the operating instructions given by Company and/or those
which may have been printed by component manufacturer. Customer
agrees to contact Company to ascertain proper or optimum means to
operate and test the Detection System. Customer agrees to test the
Detection System thoroughly and all functions weekly and to bring
any malfunctions to the attention of Company.
8.
NO SUBROGATION. If Customer
desires that Company assume a greater liability or responsibility
then set forth herein to either Customer or Customer’s insurance
carrier by way of subrogation, then an additional price must be
quoted and paid. Customer does hereby for Customer,
Customer’s or property owner’s insurance carrier, and all parties
claiming by, through or under them, release and discharge Company
from and against all hazards covered by such insurance. It
being expressly understood and agreed that no insurance company or
insurer will have any right of subrogation against Company.
In the event any person shall file any claim against Company for
any reason whatsoever, including, but not limited to, the
installation, maintenance, operation, non-operation or monitoring
of the alarm system(s), Customer agrees to indemnify, defend and
hold Company harmless from any and all claims including, but not
limited to, the damages, expenses, costs and attorney’s fees.
9.
INDEMNITY.
Customer agrees to indemnify and hold harmless Company, its
successors and assigns, and its agents and employees from and
against any and all persons or entities including customer’s
insurance carrier for all claims, loss, damage, suit or liability
involving damage to or destruction of property, personal injury to
or death of any person or persons, or economic loss arising from
the installation, use, service, operation, failure to operate,
malfunction or the presence or use of such monitoring of the alarm
system whether or not such loss, injury or death is occasioned by
the sole, joint or concurrent negligence of Company or its
subcontractors. This indemnity extends to whatever claim may
be asserted, whether by statute, constitution or common law,
including but not limited to the Deceptive Trade Practices Act,
breach of contract, negligent misrepresentation, negligence, gross
negligence, warranty, fraud or products liability.
10.
SECURITY AGREEMENT. Customer herby
grants Company a security interest in the Security Components and
the Detection System to secure the obligations due Company,
including those due under Paragraph 1 hereof. In the event that Customer
fails to make such payments within fifteen (15) days after the same
are due and payable, or if Customer shall become insolvent,
bankrupt or if reorganization proceedings shall be instituted by or
against Customer, or if Customer shall sell, lend, sublet, bargain
or convey to another the Security Components or any part of the
Detection System or any rights thereto, then upon the occurrence of
any of the above events, Company shall have a right to exercise any
one or more of the following remedies: (a) to declare the entire
amount due under Paragraph 1 immediately due and payable without notice or demand to
Customer; (b) to sue for and recover all sums due, plus collection
costs including reasonable attorneys fees and court costs; (c) to
take possession of and remove the Security Components, without
demand or notice, wherever same may be located without any court
order or other process of law; (d) to terminate this Agreement;
(e) to pursue any other remedy of law or in equity; and/or (f) in
addition, proceed to exercise one or more of the rights recorded by
the Uniform Commercial Code as adopted by the State of Texas.
Customer hereby waives any and all damages occasioned by such
taking of possession. The taking of possession shall not
constitute a termination of this Agreement with respect to
Customer’s duty to pay all costs due and owning unless Company
expressly so notifies Customer in writing.
11.
LIQUIDATED DAMAGES. Subject to any
statutory right to rescind, if applicable, Customer refuses to
permit Company to install the equipment or notifies Company after
the execution of the Agreement of its refusal to accept such
installation, Customer will pay Company liquidated damages in the
amount of ten percent (10%) of the purchase price as stated in
Paragraph 1 of this Agreement.
12.
MOVING OF EQUIPMENT. Company will,
if requested by Customer, rearrange or relocate the Security
Components on the premises. Customer agrees to pay for labor
and materials necessary for any such rearrangement or relocation at
Company’s then prevailing rates for similar services and materials
in the same area. Customer also agrees to bear the cost, if
any, of construction changes it desires or that may be necessary to
accommodate the Security Components.
13.
ARBITRATION.
All claims, disputes, controversies or other matters arising out
of, or related to this Agreement, or any party’s performance or
non-performance under this Agreement, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, and the award rendered by the
arbitrators shall be fined and judgment may be entered upon it in
accordance with the applicable law in any court having jurisdiction
thereof. The arbitrators may award only actual damages and
shall have no authority to award punitive damages, except to the
extent that applicable law prohibits waiver of such damages.
Each party hereto agrees to keep all disputes and arbitration
proceedings strictly confidential, except for disclosures required
by applicable law.
14.
15.
VALIDITY. If any provisions of
this Agreement are in conflict with any statute or rule of law, or
any state or territory wherein it may be sought to be enforced,
then such provisions will be deemed null and void to the extent
that they may conflict with such a statute or rule of law, but
without invalidating the remaining provisions of this Agreement.
Customer and Company acknowledge that all of the provisions of this
Agreement were negotiated jointly by Customer and Company, and in
the event that it is later determined by a court that this
Agreement is ambiguous, Customer acknowledges that the rule of law
construing ambiguities against the party drafting the Agreement is
inapplicable. If one or more of the provisions to this Agreement
shall for any reason be held to be invalid, the Agreement shall be
construed as if such invalid or unenforceable provision had never
been contained herein.
16.
ACKNOWLEDGEMENT. Customer
acknowledges that Customer has read this Agreement, understands it,
and agrees to be bound by its terms. Customer further agrees
that pages 1 through 7 of this Agreement, including Sales Order,
Quote or Invoice attached hereto and made a part hereof, contain
the entire agreement between the parties. No modifications
shall be given effect unless in writing and signed by the parties.
All previous and contemporaneous agreements, representations,
warranties, promises and conditions relating to the subject matter
of this Agreement are superseded by this Agreement.
EXECUTED in duplicate as of the date
first above written.
Proposal/Document #:
CUSTOMER(s)
DATE: _____________________________
[Customer Name]
DATE:_____________________________
[Sales Person]
TODAY’S INTEGRATION, INC. AUTHORIZED
REPRESENTATIVE
Licensed by the