TERMS AND CONDITIONS
1. Payment. Company will invoice payments which will be due as stated in Company’s quote or confirmation. Work performed on a time and material basis will be at the then-prevailing Company rate for material, labor, and related items in effect at the time supplied.
2. Pricing. Pricing is based on the number of devices and services to be performed as set forth in Company’s quote or confirmation. If the actual number of devices installed or services performed is greater than as set forth in Company’s quote or confirmation, the price will be increased accordingly. Company may increase prices upon notice to Customer or annually to reflect increases in material and labor costs. Customer agrees to pay all taxes, permits, and other charges, including but not limited to state and local sales and excise taxes, installation or alarm permits, false alarm assessments, or any charges imposed on Company by any government body with respect to equipment or services provided Customer pursuant to Company’s quote or confirmation. Company may change any price in any quotation or proposal by giving written notice to Customer before acceptance of the quotation or proposal.
3. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded and their related costs. All work to be performed by Company 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 Company, unless additional times are specifically described in Company’s quote or confirmation. Additional charges may apply for special scheduling requests (e.g. working around equipment shutdowns, after hours work). Company will perform the services described in Company’s quote or confirmation (“Services”) for one or more system(s) or equipment as described in Company’s quote or confirmation (“Covered System(s)”). UNLESS OTHERWISE SPECIFIED IN Company’s quote or confirmation, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER Company’s quote or confirmation DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE INSPECTION OR TESTING OF ANY EQUIPMENT OTHER THAN COVERED SYSTEMS OR CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY WILL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY 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. Company’s quote or confirmation 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.
4. Customer Responsibilities. Customer will regularly test each Covered System in accordance with applicable law and manufacturers’ and Company’s recommendations. Customer will promptly notify Company of any malfunction in a Covered System which comes to Customer’s attention. Company’s quote or confirmation assumes any existing system is in operational and maintainable condition. If, upon inspection, Company determines that repairs are recommended, repair charges will be submitted for approval by Customer’s on-site representative prior to work; should Customer decline Company’s recommended repair work, Company will be relieved from any and all liability arising therefrom. Customer further agrees to provide Company clear access to each Covered System to be serviced including, if applicable, lift trucks or other equipment needed to reach inaccessible equipment, to supply suitable electrical service, heat, heat tracing, adequate water supply, and required system schematics or drawings, to notify all required persons, including but not limited to Authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems, to provide a safe work environment, to take reasonable precautions to protect against personal injury, death, or property damage in the event of an emergency or Covered System failure and continue such measures until the Covered System(s) are operational, and to comply with all laws, codes, and regulations pertaining to the equipment or Services provided under Company’s quote or confirmation. Customer represents and warrants that it has the right to authorize the Services to be performed as set forth in Company’s quote or confirmation.
5. Code Compliance. Company does not undertake an obligation to inspect Customer’s equipment or systems for compliance with laws or regulations unless specifically stated in Company’s quote or confirmation. Customer acknowledges that the Authority having jurisdiction (e.g.: Fire Marshal) may establish additional requirements for compliance with local codes. If Customer requests that Company provide additional equipment or services over and above the services or equipment reflected in Company’s proposal in order to comply with local codes, Company may provide such additional equipment or services on a time and material basis.
6. Repair Services. If Company’s quote or confirmation expressly includes repair, replacement, or emergency response services, such Services apply only to the components or equipment of the Covered System(s) identified in the quote or confirmation. Customer agrees to promptly request repair services in the event a Covered System becomes inoperable or otherwise requires repair. If Company’s quote or confirmation includes a lease of a Covered System to Customer, Company will service the Covered System(s) as required due to ordinary wear and tear only. If Company’s quote or confirmation does not expressly include repair or replacement, or if service, repair or replacement to all or part of a leased Covered System is required for reasons other than ordinary wear and tear, Company may submit a separate quote for repair to Customer and Company will not proceed to undertake repair until Customer authorizes such work and approves pricing. Repair or replacement of non-maintainable parts of a Covered System including, but not limited to, unit cabinets, insulating material, electrical wiring, structural supports, batteries, alarm screens, light bulbs, light emitting diodes, liquid crystal displays, and all other non-moving parts, is not included under a quote or confirmation for repair or replacement. Company’s sole obligation after receiving a service request is to dispatch a service employee to Customer’s Premises within a reasonable time after a service employee becomes available during normal business hours excluding Saturdays, Sundays and holidays. Customer agrees that Company will have no liability for any loss, damages or expense to Customer, including any general, special, incidental or consequential damages sustained by Customer due to any delay in (a) dispatching any employee (b) arrival at the Premises, or (c) in servicing the equipment regardless of whether the delay is due to the sole, joint or several negligence of Company or its agents, servants, employees, suppliers or subcontractors.
7. System Equipment. The purchase of equipment or peripheral devices (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) (individually and collectively if purchased from Company, “Equipment”) from Company will be subject to these terms and conditions. If, in Company’s sole judgment, any peripheral device or other system equipment provided by Customer or a third party interferes with the proper operation of the Covered System(s), Customer will remove or replace such device or equipment promptly upon notice from Company. Company will not be responsible for any damage to or failure of a Covered System caused in whole or in part by the addition of any peripheral device or other equipment not provided by Company.
8. Testing and Test Reports. Where the Services specified in Company’s quote or confirmation include inspection or test services, such inspection or test will be completed on Company’s then current report form, which will be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected or tested. Company’s report will in no case be deemed to certify or imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Where the Services specified in Company’s quote or confirmation include testing of a cellular radio unit, such test provides only the status of the cellular radio unit’s current signaling ability at the time of the test communication based on certain programmed intervals and does not serve to detect the potential loss of radio service at the time of an actual emergency event. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer.
9. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of Company’s quote or confirmation, to the best of Customer’s knowledge there is no “permit confined space” as defined by OSHA, risk of infectious disease, need for air monitoring, respiratory protection, or other medical risk, or asbestos, asbestos-containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under Company’s quote or confirmation (all of the aforementioned conditions are hereinafter referred to as “Hazardous Conditions”). Customer acknowledges that Company mays rely on Customer’s representations regarding the absence of Hazardous Conditions. If Hazardous Conditions are encountered by Company during the course of Company’s work, the discovery of such materials will constitute an event beyond Company’s control, Company will have no obligation to further perform in the area where the Hazardous Conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer will pay disruption expenses and re-mobilization expenses as determined by Company. Company’s quote or confirmation does not provide for the cost of capture, containment or disposal of any hazardous materials and Customer will be solely responsible for any release or disposal. Company will not be responsible for any release, testing, removal, or disposal of hazardous materials on or from Customer’s property. If Company is required to access a permit confined space to perform part or all of the Services, Company will schedule and perform such Services in accordance with Company’s then-current hourly rate.
10. Remote Service. If Company’s quote or confirmation provides for remote service, Customer understands and agrees that, while remote service provides for communication regarding Customer’s fire alarm system to Company via the Internet, remote service does not constitute monitoring of the system, and Customer understands that remote service does not provide for Company to contact the fire department or other authorities in the event of a fire alarm. Customer understands that if it wishes to receive monitoring of its fire alarm system and notification of the fire department or other authorities in the event of a fire alarm, it must contract with an independent third party for such monitoring services.
11. Monitoring Services. Company does not provide monitoring services for Customer’s system. Customer agrees and acknowledges that Company will not monitor the system and will not contact the fire department or other authorities in the event of a fire or other alarm. Should Customer desire that the system be monitored by a party other than Customer, Customer must contract with a monitoring service to provide notification services (“Notification Services”) and such monitoring services will at all times be and deemed independent of Company and not under Company’s control. Company will not be responsible to obtain monitoring services on Customer’s behalf. Any referral of Customer to a monitoring service by Company is for Customer’s convenience only and is not an endorsement, warranty, or guaranty by Company of such monitoring service’s quality or reliability, all of which Company expressly disclaims. Should Customer contract with a monitoring service to provide Notification Services, Customer will pay all charges made by any telephone or communications provider or other utility for installation, leasing, and service charges of telephone lines connecting Customer’s premises to the monitoring service. CUSTOMER UNDERSTANDS A MONITORING SERVICE RETAINED BY CUSTOMER WILL NOT RECEIVE ALARM SIGNALS WHEN THE TELEPHONE LINE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH OR IS OTHERWISE DAMAGED OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER’S TELEPHONE SERVICE FOR ANY REASON INCLUDING NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT OTHER POTENTIAL CAUSES OF SUCH A FAILURE OVER CERTAIN TELEPHONE SERVICES (INCLUDING BUT NOT LIMITED TO SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR OR PRIVATE RADIO, ETC. (“NON-TRADITIONAL TELEPHONE SERVICE”)) INCLUDE BUT ARE NOT LIMITED TO: LOSS OF NORMAL ELECTRIC POWER TO CUSTOMER’S PREMISES (A BATTERY BACK-UP FOR THE ALARM PANEL WILL NOT POWER TELEPHONE SERVICE) AND ELECTRONICS FAILURES SUCH AS A MODEM MALFUNCTION. CUSTOMER UNDERSTANDS THAT COMPANY WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF CUSTOMER’S ALARM SYSTEM WITH NON-TRADITIONAL TELEPHONE SERVICE AT THE TIME OF INITIAL CONNECTION TO CUSTOMER’S MONITORING SERVICE’S MONITORING CENTER AND CHANGES IN CUSTOMER’S TELEPHONE SERVICE’S DATA FORMAT AFTER THE INITIAL REVIEW OF COMPATIBILITY COULD MAKE CUSTOMER’S TELEPHONE SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO CUSTOMER’S MONITORING SERVICE’S MONITORING CENTER. CUSTOMER UNDERSTANDS THAT COMPANY RECOMMENDS THE USE OF AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER’S ALARM SYSTEM TO CUSTOMER’S MONITORING SERVICE’S MONITORING CENTER REGARDLESS OF THE TYPE OF TELEPHONE SERVICE USED. CUSTOMER UNDERSTANDS THAT TRANSMISSION OF FIRE ALARM SIGNALS BY MEANS OTHER THAN A TRADITIONAL TELEPHONE LINE MAY NOT BE IN COMPLIANCE WITH FIRE ALARM STANDARDS OR SOME LOCAL FIRE CODES, AND IT IS CUSTOMER’S OBLIGATION TO COMPLY WITH SUCH STANDARDS AND CODES. CUSTOMER ALSO UNDERSTANDS THAT CUSTOMER MAY NOT BE ABLE TO DETECT A CUT OR INTERRUPTION TO A NON-TRADITIONAL TELEPHONE SERVICE LINE EVEN IF THE ALARM SYSTEM HAS A LINE CUT FEATURE AND CUSTOMER’S MONITORING SERVICE MAY NOT BE ABLE TO PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-TRADITIONAL TELEPHONE LINE OR SERVICE. CUSTOMER UNDERSTANDS THE ALARM PANEL MAY BE UNABLE TO SEIZE THE PHONE LINE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION IS OFF THE HOOK DUE TO IMPROPER CONNECTION OR OTHERWISE.
12. Personal Emergency Response Service. If Company’s quote or confirmation specifies the provision of personal emergency response equipment, Customer agrees that the very nature of personal emergency response, irrespective of any delays, involves uncertainty, risk and possible serious injury, disability or death, for which Company should not under any circumstances be held responsible or liable; that the equipment furnished for personal emergency response services is not foolproof and may experience signal transmission failures or delays for any number of reasons; that the actual time required for medical emergency providers to arrive at the premises or to transport any person requiring medical attention is unpredictable; and that many contributing factors, including but not limited to such things as telephone network operation, distance, weather, road and traffic conditions, alarm equipment function and human factors may affect response time.
13. Limited Warranty. Company warrants that its installation of Equipment sold by Company will be in a good and workmanlike manner and free from defects for a period of one year from the original date of furnishing. Should Customer notify Company that Equipment was defectively installed within one year of installation, Company will re-install the Equipment without charge. Company’s warranty does not extend to Equipment, Customer’s existing systems or installations, installations subsequently modified or serviced by any person other than Company, or installation of Equipment supplied by Customer; Customer agrees to look solely to the manufacturer’s warranty, if any, with respect to any defect in any Equipment. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, PROVIDED OR SUPPORTED PURSUANT TO COMPANY’S QUOTE OR CONFIRMATION. COMPANY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY that equipment or services supplied by Company will detect or avert occurrences (or the consequences therefrom) SUCH equipment or service was designed to detect or avert.
14. Limitation of Liability; Limitations of Remedy. Customer understands Company offers several levels of protection services and the level described IN Company’s quote or confirmation has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. Customer understands and agrees Company is not an insurer, Customer will separately obtain insurance coverage, and amounts payable to Company pursuant to Company’s quote or confirmation are based upon the value of the equipment and services set forth in Company’s quote and are unrelated to the value of Customer’s property and the property of others located on Customer’s premises. Customer agrees to look exclusively to Customer’s insurer to recover for injuries or damage in the event of any loss or injury. Customer releases and waives all right of recovery against Company arising by way of subrogation. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its obligations under Company’s quote or confirmation or these terms and conditions. Accordingly, Customer agrees that Company will be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the Equipment or Service described in Company’s quote or confirmation was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of Equipment or Services in any respect, Company’s liability will be limited to an amount equal to the lesser of the amount Customer paid Company for Services performed on-site at Customer’s premises during the preceding twelve months or two hundred fifty dollars ($250). Where Company’s quote or confirmation covers multiple sites, liability will be limited to the amount of the payments allocable to the site where the incident occurred. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR ANY OF ITS COMPONENT PARTS BY CUSTOMER OR ANY THIRD PARTY. COMPANY WILL NOT, AND EXPRESSLY DISCLAIMS ANY DUTY TO, MONITOR THE COVERED SYSTEMS AND IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM THE FAILURE OF CUSTOMER, COMPANY, OR ANY MONITORING SERVICE RETAINED BY CUSTOMER TO RECEIVE, MONITOR, OR RESPOND TO ANY NOTIFICATION FROM THE COVERED SYSTEM(S). COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S). The limitations of liability set forth in these terms and conditions will inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, together with Company’s employees, agents, officers and directors.
15. Indemnity. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs (collectively, “claims”), arising from any and all third party claims for personal injury, death, property damage or economic loss, including but not limited to third-party claims alleging any act or omission by Company, relating in any way to the Covered Systems provided or Services performed pursuant to Company’s quote or confirmation, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action.
16. Title to Equipment; Grant of Security Interest. Company will retain title to any Equipment unless sold to Customer. Customer grants Company a security interest in any Equipment sold until fully paid, Customer authorizes Company to file a financing statement describing any unpaid Equipment and reflecting Customer as debtor, and Customer agrees to perform all acts which may be necessary to assure Company’s security interest in such Equipment. Upon any Default (as defined below) by Customer, Company may remove the Equipment from Customer’s premises, disconnect the Equipment, and enforce any and all of Company’s rights as a secured party under the Uniform Commercial Code. Removal or disconnection of Equipment will not be deemed a waiver of Company’s rights to damages sustained as a result of Customer's Default and Company may also enforce any other remedy or right. Company will not be obligated to repair, restore or redecorate Customer’s premises in the event Equipment is removed as a result of Customer's Default. Company will not be liable for direct, special, incidental or consequential expense, loss or damage to Customer resulting from removal or disconnection of Equipment as a result of Customer’s Default and Customer releases Company for all such expense, loss or damage. Risk of loss or damage to Equipment passes to Customer upon delivery to Customer’s premises. Customer agrees that Equipment will at all times remain personal property and in no event will be deemed to be a fixture to real property.
17. Taxes, Fees, Fines, Licenses, and Permits. Customer will comply with all laws and regulations relating to the Equipment and its use and will promptly pay when due all sales, use, property, excise and other taxes and all permit, license and registration fees now or hereafter imposed by any government body or agency upon the Services or the Equipment or its use, including but not limited to taxes, line charges, and the like imposed upon telephone, cellular, or other data transmission systems related to the Equipment or the Covered Services. Company may, without notice, obtain any required permit, license or registration for Customer at Customer’s expense and charge a fee for this service. If Customer fails to maintain any required licenses or permits, Company will not be responsible for performing the Services and may terminate the Services without notice to Customer.
18. Outside Charges. Customer understands and accepts that Company specifically disclaims any responsibility for charges associated with the notification or dispatching of anyone, including but not limited to fire department, police department, paramedics, doctors, or any other emergency personnel, and if there are any charges incurred as a result of said notification or dispatch, whether by Customer, Customer’s monitoring service or otherwise, said charges will be the responsibility of Customer.
19. Insurance. Customer will name Company and, upon request, Company’s agents, subcontractors and suppliers as additional insureds on Customer’s general liability and auto liability policies.
20. Waiver of Subrogation. Customer does hereby, for itself and all other parties claiming through or under Customer, release and discharge Company from and against all hazards covered by Customer’s insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against Company.
21. Force Majeure, Exclusions. Company will not be responsible for delays, interruption or failure to provide equipment or services due to causes beyond its control, including but not limited to material shortages, work stoppages, fires, civil disobedience or unrest, severe weather, fire or any other cause beyond the control of Company. Company’s quote or confirmation expressly excludes, without limitation, making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer’s premises; vandalism; power failure; current fluctuation; failure due to non-Company installation; lightning, electrical storm, or other severe weather; water; accident; fire; acts of God; testing inspection and repair of duct detectors, beam detectors, and UV/IR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping; batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; corrosion (including but not limited to micro-bacterially induced corrosion (“MIC”)); gas valve installation; or any other cause external to any Covered System and Company will not be required to provide Services while interruption of service due to such causes may continue. Company’s quote or confirmation does not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts; all such services may be provided by Company at Company’s sole discretion at an additional charge.
22. Delays. Company will have no responsibility or liability to Customer or any other person for delays in the installation or repair of the System or the performance of our Services regardless of the reason, or for any resulting consequences.
23. Termination. Company may cease providing Services immediately at its sole discretion upon the occurrence of any Default by Customer. Company may also terminate Services at its sole discretion upon notice to Customer if Company’s performance of its obligations under Company’s quote or confirmation becomes impracticable due to obsolescence of equipment at Customer’s premises or unavailability of parts.
24. Solicitation. Until the passage of two calendar years following the completion of Services performed pursuant to Company’s quote or confirmation, Customer will not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment with Company.
25. Default. A Default will exist upon: (a) failure of Customer to pay any amount within ten days after the amount is due and payable, (b) abuse of any Covered System or Equipment, (c) failure by Customer to observe, keep or perform any term of these terms and conditions or any written agreement between Customer and Company; or (d) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of a Default, Company may pursue one or more of the following remedies: (1) discontinue furnishing Services, (2) by written notice to Customer declare the balance of unpaid amounts due and to become due under Company’s quote or confirmation to be immediately due and payable, provided that all past due amounts will bear interest at the rate of 1½% per month (18% per year) or the highest amount permitted by law, (3) take immediate possession of any Equipment for which Customer has not paid, (4) proceed at law or equity to enforce performance by Customer or recover damages for breach of these terms and conditions or Company’s agreement with Customer evidenced by Company’s performance pursuant to its quote or confirmation, and (5) recover all costs and expenses, including without limitation reasonable attorneys’ fees, in connection with enforcing or attempting to enforce these terms and conditions and Company’s agreement with Customer evidenced by Company’s performance pursuant to its quote or confirmation.
26. Limitation on Actions; Choice of Law. No suit, cause of action or other proceeding may be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown and whether the claim is based on tort, contract, or any other legal theory. The internal laws of the State of Ohio without respect to the conflict of laws will govern the validity, enforceability, and interpretation of the agreement between Customer and Company evidenced by Company’s quote or confirmation and these terms and conditions.
27. Assignment. Customer may not assign its rights or obligations under Company’s quote or confirmation without Company’s prior written consent. Company may assign or subcontract its rights or obligations under Company’s quote or confirmation without notifying Customer or obtaining Customer’s consent.
28. Miscellaneous. The parties intend that these Terms and Conditions, together with Company’s quote or confirmation, constitute the final, complete and exclusive expression of their agreement and the terms and conditions thereof. These terms and conditions supersede all prior representations, understandings or agreements between the parties, written or oral, regarding the subject thereof and constitute the sole terms and conditions relating to the Equipment and Services described in Company’s quote or confirmation. No waiver, change, or modification of any of these terms and conditions will be binding on Company unless such waiver, change, or modification is expressly described and agreed to in a writing signed by an officer of Company. The headings in these terms and conditions are for convenience only. If any provision of these terms and conditions are held by any court or other competent authority to be void or unenforceable in whole or in part, the other provisions and the remainder of the affected provision will continue to be valid.
29. Acceptance; Conflicting Terms. Customer will be deemed to have accepted these terms and conditions upon the earlier to occur of (a) submission of Customer’s purchase order, (b) acceptance of Company’s quote, (c) allowing Company to begin work pursuant to its quote or confirmation, or (d) Customer submitting payment to Company. To the extent Customer may assert any conflicting terms and conditions, Customer will be deemed to have waived the same upon the first to occur of the aforementioned acts and, in any case, these terms and conditions will control.
30. Legal Fees. Company will be entitled to recover from Customer all reasonable legal fees incurred in connection with Company’s enforcement of these terms and conditions and any agreement evidenced by Company’s performance pursuant to Company’s quote or confirmation.
31. License Information. Company is Licensed and regulated by Ohio Division of State Fire Marshal, Bureau of Testing & Regulation. License Number 53.77.1147.
32. Non-commercial Consumer Transactions. YOU, THE BUYER, MAY CANCEL A TRANSACTION PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THE TRANSACTION. SEE NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT.