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2. Use License
- Permission is granted to temporarily download one copy of the materials (information or software) on ‘s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on ‘s website;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- The materials on ‘s website are provided on an ‘as is’ basis. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
- Further, does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
In no event shall or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on ‘s website, even if or a authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Accuracy of materials
The materials appearing on ‘s website could include technical, typographical, or photographic errors. does not warrant that any of the materials on its website are accurate, complete or current. may make changes to the materials contained on its website at any time without notice. However does not make any commitment to update the materials.
has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by of the site. Use of any such linked website is at the user’s own risk.
may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.
8. Governing Law
These terms and conditions are governed by and construed in accordance with the laws of New York and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
9. Service Fee and Payment
Company will issue an invoice promptly upon completion of the WORK. Customer will pay each invoice in full, without any setoff or deduction whatsoever, no later than 30 days after receipt of invoice. Any amounts past due will be subject to a finance charge equal to the lesser of 1.5% per month or the maximum legal rate. Customer agrees to reimburse Company for all costs of collection, including attorneys’ fees.
10.Other Terms And Limitations
- “The Company” for purposes of these conditions refers to Davis-Ulmer Sprinkler Company and/or any of its affiliates, subsidiaries to include but not encompass the following, Rich Fire Protection, Reliance Fire Protection, Beach Lake Sprinkler, W&M Sprinkler, W&M Fire Protection and Ellis Fire Protection.
- The Company does not know and does not represent whether the current fire protection system on the property of Customer (“Property”) was originally designed and installed in such a way that the system will perform as originally intended or is suitable and sufficient for its intended purpose given the way in which the Property has been or will be used. In other words, the Property has been or may be used in ways such that the configuration of partition walls, the location of and types of materials (including the presence of hazardous materials) and other conditions of the Property’s use are such that the fire protection system is inadequate, insufficient or unsuitable for the Property. The Company is NOT responsible for any damages due to: (1) incompatibility of materials within a CPVC piping system, or, (2) corrosion or deterioration of piping due to Customer’s water supply, atmospheric conditions, soil quality, or any other condition at Customer’s facility that adversely affects the integrity of the fire protection system. THIS AGREEMENT IS NOT A GUARANTEE OR WARRANTY THAT THE SYSTEM WILL IN ALL CASES (A) PROVIDE THE LEVEL OF PROTECTION FOR WHICH IT WAS ORIGINALLY INTENDED, (B) IS FREE OF ALL DEFECTS AND DEFICIENCIES, (C) AND IS IN COMPLIANCE WITH ALL APPLICABLE CODES. Customer agrees that it has not retained Company to make these assessments unless otherwise specifically indicated.
- The Company will be permitted, at all reasonable times, to enter the Property to conduct the work as outlined in this Agreement.
- TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENT COMPANY, SUBSIDIARIES AND AFFILIATES, (HEREINUNDER REFERRED TO AS “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, EXPENSES OR LIABILITIES OF ANY KIND, INCLUDING ATTORNEY’S FEES, (HEREINUNDER REFERRED TO AS “DAMAGES”), ARISING OUT OF OR IN ANY WAY RELATING TO OR CONNECTED WITH THE WORK PERFORMED BY THE COMPANY UNDER THIS AGREEMENT (WHETHER ARISING DURING OR FOLLOWING THE PERFORMANCE OF THE WORK). THE FOREGOING OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS SHALL BE ENFORCEABLE REGARDLESS OF WHETHER SUCH “DAMAGES” ARE ACTUALLY OR ALLEGEDLY CAUSED BY THE NEGLIGENCE, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD OR RULE OR OTHER FAULT OF ANY OF THE “INDEMNIFIED PARTIES”, IT BEING THE EXPRESS INTENT OF CUSTOMER TO DEFEND INDEMNIFY AND HOLD HARMLESS THE “INDEMNIFIED PARTIES” FROM THE CONSEQUENCES OF THE “INDEMNIFIED PARTIES” OWN NEGLIGENCE, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD OR RULE OR OTHER FAULT. SHOULD THE “DAMAGES” ASSERTED AGAINST THE “INDEMNIFIED PARTIES” ARISE OUT OF THE SOLE NEGLIGENCE OF THE “INDEMNIFIED PARTIES” CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER SHALL BE ONLY FOR THE AMOUNT OF THE “DAMAGES” THAT EXCEEDS THE LESSER OF $1,000 OR THE CONTRACT AMOUNT. CUSTOMER FURTHER AGREES TO INDEMNIFY THE “INDEMNIFIED PARTIES” FOR THEIR LEGAL FEES, COSTS AND DISBURSEMENTS PAID OR INCURRED TO ENFORCE THE PROVISIONS OF THIS PARAGRAPH AND TO OBTAIN, MAINTAIN AND PAY FOR SUCH INSURANCE COVERAGE AND ENDORSEMENTS, INCLUDING COMPLETED OPERATIONS COVERAGE, AS WILL INSURE THE PROVISIONS OF THIS PARAGRAPH, AND UPON REQUEST, SHALL PROVIDE COMPANY WITH EVIDENCE THEREOF. The Company is not responsible for any damages due to: (1) incompatibility of materials within a CPVC piping system, or (2) corrosion, or deterioration of piping due to Customer’s water supply, atmospheric conditions, soil quality, or any other condition at Customer’s facility that adversely affects the integrity of the fire protection system
- IT IS UNDERSTOOD AND AGREED BY CUSTOMER THAT COMPANY IS NOT AN INSURER, THAT CUSTOMER SHALL OBTAIN THE TYPE AND AMOUNT OF INSURANCE COVERAGE WHICH IT DETERMINES NECESSARY, AND THAT THE AMOUNTS PAYABLE TO THE COMPANY HEREUNDER ARE BASED UPON THE VALUE OF THE SERVICES RENDERED AND ARE UNRELATED TO THE VALUE OF CUSTOMER’S PROPERTY, THE PROPERTY OF OTHERS LOCATED ON CUSTOMER’S PREMISES, OR ANY POTENTIAL LIABILITY OR DAMAGE TO CUSTOMER ARISING OUT OF THE WORK PERFORMED BY COMPANY. CUSTOMER ACCORDINGLY AGREES THAT THE LIABILITY OF COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES AND AGENTS ARISING OUT OF OR IN ANY WAY RELATING TO OR CONNECTED WITH THE WORK PERFORMED BY THE COMPANY SHALL BE LIMITED TO THE LESSER OF $5,000 OR THE PRICE OF THE WORK PERFORMED BY THE COMPANY. THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL CLAIMS, DEMANDS, LOSSES, EXPENSES OR LIABILITIES OF ANY KIND, INCLUDING ATTORNEY’S FEES, (HEREINAFTER REFERRED TO AS “DAMAGES”), SUSTAINED BY CUSTOMER OR ANY OTHER PARTY CLAIMING BY OR THROUGH CUSTOMER, AND SHALL APPLY REGARDLESS OF WHETHER SUCH “DAMAGES” ARE ACTUALLY OR ALLEGEDLY CAUSED BY THE NEGLIGENCE, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION STANDARD OR RULE OR OTHER FAULT OF COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND AFFILIATES.
- Customer agrees to obtain and shall be solely responsible to maintain property and casualty insurance for the Property, all contents therein, and operations performed within or around the Property. No insurance company, insurer or bonding company or their successors or assigns shall have any right of subrogation or otherwise against Company arising out of this Agreement or the services provided by Company pursuant to this Agreement.
- Company will make every reasonable effort to prevent the discharge of water into or onto areas of landscaping, decorative pavement, etc., at the Property, however it is Customer’s responsibility to provide sufficient and readily accessible means to accept the full flow of water and to take measures to eliminate the formation of ice in any area where a slip and fall hazard could occur.
- This Agreement may be signed in counterparts; a signed facsimile, photocopy, and/or electronic mail of this Agreement shall be as binding on both parties just as though this Agreement were executed in its original, pre-printed form.
- This Agreement constitutes the entire Agreement between Company and Customer regarding the subject matter hereof and supersedes all prior agreements and understandings relating thereto. Although Customer for its convenience or in furtherance of its internal procedures may issue to Company a purchase order, order acknowledgement or similar form in connection with the services provided by Company pursuant to this Agreement, no term or condition in any such form that is different from or in addition to the terms set forth in this Agreement shall be applicable, and all such different or additional terms shall be ineffective and void. This Agreement cannot be amended or modified except by a writing signed by Customer and Company.
- Customer acknowledges Company is relying upon the accuracy of the information regarding Customer and the Property set forth in Sections I of this Agreement. Customer represents that all such information is complete and accurate as of the date on which this Agreement is signed by Customer. Customer will promptly advise Company in writing of any change to such information.
- The Company, for formal bid documents, is not a Disadvantaged Business Enterprise. Furthermore, no DBE, MWBE or other minority program participation goals or requirements are included or inferred. Should this project involve DBE, MWBE or other minority program participation goals or requirements please advise in writing regarding the specific nature of those goals or requirements and specifically how they impact The Company.
Due to the existing pandemic involving COVID-19 and the constantly evolving situation, which includes shut downs of definite and indefinite durations by the federal, state, and local governments, quarantines, business shut downs, transportation interruptions, disruptions in the supply chain of certain materials, supplies, or equipment, disruptions to public services, temporary suspensions of work on site, or the unavailability or reduced availability of manpower, the parties agree that if Subcontractor (Rich Fire) is hindered, prevented or delayed at any time in the commencement or progress of the work for a cause arising from or related to COVID-19, including but not limited to any of the examples above, Subcontractor shall be entitled to an extension of the Contract time. Furthermore, Subcontractor shall be entitled to additional compensation for increased costs associated with the high demand for specified materials, for increased costs associated with any proposed substitute approved by Contractor or Owner, or any other similar cost increase outside the control of Subcontractor.
11. Central Station Monitoring Terms & Conditions
(if monitoring services are included, the following terms and conditions apply)
This Monitoring Agreement (“Agreement”) is entered into between The Company (“Service Provider” or “SP”) and Customer for the provision of the monitoring service described below (the “Service”). This Agreement does not include furnishing, installing, maintaining, repairing, replacing, testing or inspecting any equipment, nor does it include any design, construction, alteration, improvement, repair, maintenance, testing or inspection of the Premises (the “Excluded Services”), all of which, if desired, shall be provided pursuant to a separate work order (or other agreement) executed by the Customer and SP. SP shall have no responsibility whatsoever to provide any Excluded Services without a separate work order approved in writing by Customer and SP. . If, notwithstanding the above, there should arise any liability on the part of SP as a result of its negligence or failure to perform, the total liability, in the aggregate, of SP and its officers, directors, employees, agents and parent, shall not exceed $250 in the aggregate. It is intended that this limitation shall apply, to the fullest extent permitted by law, to any and all liability or cause of action however alleged or arising, and Customer agrees to accept this amount as liquidated damages, and not as a penalty, in compete satisfaction, discharge and release of SP’s liability hereunder. If Customer desires to increase this liquidated damage amount, a rider signed by the parties will be attached to this Agreement. SP HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Indemnification; Insurance: To the fullest extent permitted by law, Customer agrees to defend, indemnify and hold harmless SP and its officers, directors, employees, agents and parent from and against all third-party claims, suits, losses, damages and expenses, including without limitation attorneys’ fees, which may be asserted against or incurred by SP arising out of or resulting from the performance or non-performance of the Service, including, without limitation, the active or passive negligence of SP or its officers, directors, employees, agents or parent. Customer shall maintain general liability insurance covering the Premises under which SP shall be named as an additional insured and which shall insure Customer’s indemnification obligations hereunder. Customer also shall maintain a policy of property insurance, on a replacement cost basis, covering all risks of loss due to fire, theft, burglary and other casualties, which policy shall waive subrogation as against SP. Said policies shall be primary and non-contributory.Loss of Service/Suspension: SP may suspend Service at any time and for any reason, provided, however, SP will notify Customer if SP suspends Service for more than 24 hours. There shall be no refund, offset or reduction in the Annual Service Fee for any suspension of Service by SP not exceeding 10 days. SP shall not be liable for loss or damages caused by delays or interruptions in Service.False Alarms. SP shall not be responsible for any fee, charge or assessment imposed by any government authority or other person in connection with any false alarms at the Premises. Customer Obligations:1. Customer shall pay any and all federal, state and local taxes, fees or charges which are imposed upon the Service to be provided herein.2. Customer shall provide and maintain during the Term, at Customer’s sole cost and expense, any required electrical power or communication transmission services to the Premises, including but not limited to telephone service, cellular network, IP communication and/or radio communication. SP shall not be responsible for any loss of communication services or electrical power. 3. Customer retains the sole responsibility for the life and safety of all persons occupying the Premises and for protecting against losses to Customer’s property located within or adjacent to the Premises. 4. Assignment. This Agreement may be assigned by Customer to any subsequent occupant of the Premises, so long as SP receives advance written notice of such assignment, and the assignee assumes the obligations of Customer under this Agreement. SP may assign this Agreement at any time provided Customer is notified in writing within ten (10) days following such assignment. 5. Miscellaneous: This Agreement constitutes the entire agreement with respect to the Service. This Agreement is governed by the law of the state where the Premises is located. All disputes shall be governed by binding arbitration administered by the American Arbitration Association, pursuant to its Commercial Arbitration Rules and Mediation Procedures. The parties consent to the joinder of other parties in any such arbitration and to the consolidation of other arbitration proceedings provided there are common questions of law of fact. Any action against SP must be commenced within one (1) year from last date of Service. If any provision in this Agreement is unenforceable, that provision will be limited or eliminated only to the extent reasonably necessary so that this Agreement shall otherwise remain enforceable. Customer authorizes SP to convey information regarding the Premises and Customer’s equipment to the applicable authorities. 6. Authority to Sign. The undersigned represents and warrants to SP that the undersigned has the express authority to bind the Customer to receive and pay for the Service.