TERMS & CONDITIONS
NOTICE – Cost escalation due to tariffs:
Strategic Connections, Inc. will make every effort to hold pricing at the quoted price; however, with the current state of supply chain and potential tariffs, cost are escalating often and without our consent or control. Strategic Connections request the right to present said cost escalations more than 2% to contract holder and request an adjustment to contract/PO value to accommodate. Strategic Connections will provide documentation to contract holder justifying and validating these increases.
Cabling
Fire Protection
Fire Alarm/BDA
I. Audio Visual and Structured Cabling
The Buyer agrees that the following terms and conditions are an integral part of the accompanying proposal and shall be automatically made an integral part of any contractual instrument offered to and accepted by Strategic Connections Inc. (hereafter referred to as SCI) to perform any or all of the work described in the proposal. These terms and conditions shall govern and take precedence over other terms and conditions proposed by the Buyer unless specifically modified in the Scope of Work. This proposal is good for 30 days from the date on cover unless otherwise noted. Sales Tax/Use Tax is included where applicable. (Unless a form NC 589CI has been provided all taxes will be Sales tax per the NCDOR requirement on both material and labor)
1) INSTALLATION. Installation will occur during normal working hours of 8:00am-5:00pm, Monday through Friday, (excluding holidays). Overtime is specifically excluded from the price unless specifically noted in the proposal. The Buyer agrees to reimburse SCI for all premium cost incurred as a result of working overtime if the cause for working overtime is beyond SCI control. The price is based upon having uninterrupted access to our work during the agreed upon schedule. In the event SCI experiences delay or interference during installation through no fault of its own, the Buyer agrees to extend the schedule and reimburse SCI for any lost time, labor inefficiencies, re-mobilization, acceleration or other cost caused by the delay or interference.
2) STANDARD EXCLUSIONS AND CLARIFICATIONS.
a) Unless specifically indicated in the scope of work, the price and scope of work does not include any conduit or electrical power wiring, patch cords, surface-mount raceway, plywood, cable tray system, or network electronics. Change(s) in the electrical work to accommodate SCI scope of work shall be completed by contractor(s) of Buyer’s choosing at no cost to SCI.
b) The price is based upon SCI furnishing and installing the proper type and quantity of low voltage cable/wire for its work in conduit (with pull string and pull boxes) being furnished and installed by others in the most direct route possible from point to point following standard architectural lines of the building or as shown on the contract plans.
c) SCI has excluded any cost of new, alteration, repair or replacement of architectural finishes (i.e. drywall, flooring, ceiling, painting, plastering, etc) or structural members to accommodate SCI scope of work. In the event, any work of this nature is required, the Buyer agrees to have the work completed by contractor(s) of its choosing and at no cost to SCI.
d) Unless specifically indicated in the scope of work, SCI has not included any supplemental, miscellaneous or structural steel necessary to support the equipment.
e) Unless specifically indicated in the scope of work, Strategic Connections has not included any means to eliminate or reduce noise, vibration or movement of the installed equipment that may be caused by, but not necessarily limited to, building or building component movement, sway, or from the operation of mechanical or other equipment.
f) Please refer to the scope of work for additional exclusions or clarifications applicable to this particular proposal.
3) WARRANTY. All electronic components and installed systems, furnished and installed by SCI, are warranted against defects of material and workmanship under normal use and service for a period of one year. The warranty period begins the day after SCI notifies the Buyer or its agent that the system or sub-system thereof, has been installed, tested and ready for use, upon substantial completion, or upon beneficial use, whichever comes first. Misuse, neglect, abuse, and events beyond Strategic Connections control are specifically excluded. During the warranty period, defective parts will be repaired or replaced, at our option, at no additional cost to the end user. Consumable items such, as bulbs, paper, etc. are not warranted unless covered by manufacturer’s warranty. All manufacturers warranties remain in full affect.
Warranty support is subject to final payment and acceptance by the customer of record. Non payment of services invoiced shall void any and all warranty support.
4) SERVICE (post-warranty). Telephone support is available during normal business hours. Standard service response is between the hours of 8:00 am and 5:00 pm Monday through Friday. Although we cannot guarantee same day service, SCI will make every effort to dispatch a service technician to be on-site the same business day. After hours, on-site service will be billed at overtime rates. Extended service contracts are available through SCI.
5) PROPOSAL ACCEPTANCE. Prices contained in the proposal are guaranteed firm for a period of thirty days from the proposal date.
6) INVOICING AND PAYMENT TERMS. Subject to credit approval and unless modified within the Scope of Work, invoicing and payments shall be as follows:
a) An invoice for 50% of the total contract amount will be due and payable upon Buyer’s acceptance of the proposal or Buyer’s submission of a contract to Strategic Connections to cover normal start-up expense such as, but not limited to, engineering, surveys, submittal preparation, permits, insurance and bond procurement if any, and preliminary procurement of materials and equipment. If proposal states “50% of the total contract amount will be due and payable upon client’s acceptance”, this amount is due within thirty (30) days of date of acceptance. SCI has the right to withhold from ordering any materials or scheduling any labor until payment is received.
b) Subsequent billings will be submitted monthly based on progress made and/or expenses incurred for delivered or stored materials and labor performed in-house or on-site. All subsequent progress payments are due and payable within (30) days of the invoice date.
c) SCI retains the title to the equipment until the last and final payment is received. Progress payments made during the progress of this contract shall not be construed as system approval or system acceptance. Payments received after the due dates are subject to a late charge of 1.5% per month on the unpaid balance.
d) In the event that job site delivery is not suitable when materials and equipment are ready to ship, SCI agrees to store materials and equipment in our insured warehouse and Buyer agrees to reimburse SCI for its value. All material and equipment will be available for Buyer’s inspection during normal working hours. SCI request that Buyer notifies SCI at least a two (2) hours prior to inspection.
7) RETAINAGE. The pricing in the proposal and/or a resulting contract has not allowed for holding of retainage. Should Buyer elect to hold RETAINAGE on monthly progress billings; a) a charge of two percent (2%) will be added to the total selling price, b) retention will not exceed ten percent (10%) on progress billings, and c) retention will be payable within thirty (30) days of invoicing.
8) RETURNS. Returns are subject to a 20% restocking charge. All returns must have a valid return authorization number and be contained in the original manufacturer’s packaging.
9) LIQUIDATED AND CONSEQUENTIAL DAMAGES. Liquidated and/or consequential damages are specifically excluded from this proposal. No consideration has been made for liquidated and/or consequential damages in the pricing and scope of work in this proposal.
10) INTELLECTUAL PROPERTY.
a) The parties agree that SCI shall be solely entitled to all patent rights and all copyrights to any products, tools, devices, manuals, plans, drawings, customized programs and software, and anything else subject to patent or copyright (the “Intellectual Property”) invented, generated, developed, or otherwise produced by SCI or its agents, representatives, employees, and subcontractors in connection with the performance of the Services, and shall at all times remain the property of SCI. The parties hereto intend and agree, however, that SCI shall grant aerpetual, non-exclusive, non-transferable license to any and all products, tools, devices, manuals, plans, drawings, customized programs, and software for the life of the project; provided, however, that:
i) such license shall be non-transferable by the owner/buyer without the prior written consent of SCI, and shall be exercised by the owner/buyer solely for the owner/buyer’s benefit in direct connection with the project following the date of this agreement;
ii) licensing rights as outlined shall require the express written permission of SCI in order to reproduce or distribute to any other third party any or all of the above mentioned drawings, plans, specifications, reports, and other documentation; and
iii) SCI shall maintain rights to all such software source codes, drawings, plans, specifications, reports, and other documentation, for use in connection with the conduct of SCI ordinary course of business, without any compensation or payment of any kind or nature being made to the owner/buyer in connection with such use.
b) SCI shall provide the owner/buyer with current copies of all software upon request; these shall be for archival and administrative purposes only. c) notwithstanding the foregoing, as consideration for the limited licensing rights in connection with the above, the owner/buyer hereby agrees to:
i) use its best efforts to promote and credit SCI integral role in connection with the completion and operation of the project, which efforts shall include, without limitation, the advertisement and promotion, whenever and wherever reasonably possible, of SCI as the designer, provider, and supplier of the display technology used in connection with the project;
ii) permit SCI to cite the project, together with SCI role relative to the design technology developed and used in connection therewith, for purposes of SCI advertising, marketing, and public relations efforts.
11) MARKET CONDITIONS. Due to price fluctuations, variability in the global market, actions of foreign or local governments especially on imported products, Strategic Connections reserves the right to renegotiate pricing with our customers in the event of a price escalation. We will make every effort to mitigate this impact; however, if our pricing escalates from added tariffs or unexpected cost impacts, we will immediately bring this to the attention of the client and a price adjustment shall be justified.
12) TAXES. Quote/Proposal is determined using:
a.) Use Tax on materials and
b.) the project being a capital improvement project with the condition the customer issues an E-589CI form.
***EXTREMELY IMPORTANT***: If the customer makes the determination that the project is NOT a capital improvement project and does not issue the E-589CI form, THIS QUOTE BECOMES VOID and will need to be revised to use Sales Tax on both material and labor. Strategic Connections MUST have the customer’s E-589CI form IN HAND before we can even CREATE THE JOB IN OUR SYSTEM, which MUST be done FIRST before we can order materials or schedule labor.
II. Fire Protection
1) SYSTEMS INSTALLATION. All materials shall be in accordance with and limited only by NFPA-13. Purchaser shall furnish all necessary plans, specifications, drawings, contract documents, project schedules, or any revisions thereto to SCI.
2) EXCAVATION. SCI does not include excavation to a depth greater than 3’- 6”, any appropriation for rock excavation, removal of water, shoring of trenches, back filling with other than excavated material or compaction of back-fill. If these or other unforeseen difficulties or obstructions are encountered, Purchaser shall pay for, as an extra to the contract price, the additional expense involved.
3) DAMAGE. While employees of SCI will exercise reasonable care in the performance here-under, SCI shall be under no responsibility for loss or damage due to the character, condition or use of foundations, walls or other structures not erected by it or resulting from excavation in proximity thereto, nor for damage resulting from concealed piping, wiring, wiring fixtures or other equipment or condition of water pressure. All shoring or protection of foundations, walls or other structures subject to being disturbed or any excavation required hereunder, shall be the responsibility of the Purchaser unless otherwise specified. Purchaser warrants the sufficiency of the structure to support the sprinkler system and its related equipment (including tanks).
4) CHANGES IN SCOPE. All installation will be made in accordance with a survey by SCI of the premises based on the present or proposed type of occupancy. If any changes in said system are required by any change in type of occupancy, or by obstructions not in position when said survey was made, or not indicated on plans furnished to SCI or by reasons of any alterations of, or additions to extensions to said premises, Purchaser agrees to pay to SCI any additional cost in performing this contract.
5) DELAY. If SCI is delayed at any time in performing its work by an act or neglect of the Purchaser, an architect, engineer, building official / inspector or third party or by labor disputes, fire, unusual delay in deliveries, weather, other Acts of God, unavoidable casualties or other causes beyond SCI’s control, then the time for SCI to perform its work shall be extended a reasonable period of Under no circumstances shall SCI be liable for direct or indirect damages for any delay in performing its work.
6) WORKING HOURS. All installation work will be performed during normal working hours. If Purchaser shall require any overtime labor, Purchaser agrees to reimburse SCI for the overtime premium for same with the next billing of SCI to Purchaser. SCI’s normal hours are 7:30 a.m. to 4:30 p.m., Monday through Friday.
7) WARRANTY. SCI agrees that for a period of one (1) year after completion of the installation of SCI’s work or substantial completion of the project, whichever shall first occur, it will make, at its expense, all repairs to its own work made necessary by defective materials or workmanship furnished and installed by SCI. This obligation shall not apply to any installation work that has been altered or utilized in a manner not approved by SCI or subjected to accidents, negligence, abuse, misuse, unauthorized use, improper maintenance or damage through no fault of SCI. Warranty support is subject to final payment and acceptance by the customer of record. Non payment of services invoiced shall void any and all warranty support.
8) LIABILITY. All loss or damage for any cause (not the fault of SCI to the materials, tools, equipment, work or workmen of SCI or its agent or subcontractors while in or about the premises of the Purchaser shall be borne and paid for by the Purchaser. The Purchaser shall provide and maintain insurance to protect the project and SCI’s work from any kind of peril of physical loss and shall cause SCI to be named as an additional insured under this insurance policy.
9) TERMS OF PAYMENT. Monthly invoices will be rendered representing the value of materials delivered to the site and work performed. All such invoices are payable in full within thirty (30) days. If proposal states “50% of the total contract amount will be due and payable upon client’s acceptance”, this amount is due within thirty (30) days of date of acceptance. SCI has the right to withhold from ordering any materials or scheduling any labor until payment is received. All sums not paid when due shall bear interest at a rate of 1 -1/2% per month, or the maximum allowed by law, whichever is greater.
10) DEFAULT. In case of default by Purchaser, SCI may declare the contract price or all unpaid installments thereof to be immediately due and payable (whether or not said installation shall have been completed), or may enter said premises and shut off the water from said system or remove all or any portion of the same. All such remedies of SCI are cumulative. Default by Purchaser shall consist of; failure to pay any monthly Invoice when due, no demand being necessary or any act of omission on the part of the Purchaser whereby SCI is prevented from completion of said installation, or receivership, bankruptcy, assignment for the benefit of credits or any other form of insolvency proceedings by or against Purchaser or in case said premises or said system shall be attached, have a lien or seized by process of law and such attachment or lien shall not be vacated or seizure terminated within ten (10) days after its occurrence. Should the contract price or any portion thereof, not be paid as set forth above, then Purchaser agrees to pay all costs, including reasonable attorney’s fees, incurred by SCI is a result thereof and is not conditioned upon suit actually being filed.
11) LEGAL ACTION. Purchaser and SCI agree that venue and jurisdiction for any suit or other legal action under this purchase order shall lie in the City of Raleigh, North Carolina and further agree that any suit or other legal action under this proposal shall be filed in a state court located in the City of Raleigh, North Carolina.
12) CONFLICTS. It is expressly agreed there are no promises, agreements or understandings not set forth in this proposal and the proposal supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a variance or conflict between any contract, agreement, plan, specification, drawing or other contract document and this proposal, then the terms of this proposal shall govern and take precedent over such conflicting term.
13) TESTING. Where SCI is installing new equipment and connecting new into old, SCI shall act solely as the Buyer’s agents. SCI shall not be responsible for damage that may occur by breakage of material and/or water damage during or after installation. Buyer agrees to indemnify SCI against all damage which may arise there SCI is not responsible for testing old work. No responsibility is assumed by SCI for reworked or reused material.
14) INSURANCE. SCI carries a general liability policy of one million US dollars per occurrence with an aggregate of three million per year. There is an umbrella policy with ten million US dollars in addition to the general liability. Any insurance requirements above these limits is agreed to be added to the cost of the project if required
15) TAXES. Quote/Proposal is determined using:
a.) Use Tax on materials and
b.) the project being a capital improvement project with the condition the customer issues an E-589CI form.
***EXTREMELY IMPORTANT***: If the customer makes the determination that the project is NOT a capital improvement project and does not issue the E-589CI form, THIS QUOTE BECOMES VOID and will need to be revised to use Sales Tax on both material and labor. Strategic Connections MUST have the customer’s E-589CI form IN HAND before we can even CREATE THE JOB IN OUR SYSTEM, which MUST be done FIRST before we can order materials or schedule labor.
16) MARKET CONDITIONS. Due to price fluctuations, variability in the global market, actions of foreign or local governments especially on imported products, Strategic Connections reserves the right to renegotiate pricing with our customers in the event of a price escalation. We will make every effort to mitigate this impact; however, if our pricing escalates from added tariffs or unexpected cost impacts, we will immediately bring this to the attention of the client and a price adjustment shall be justified.
III. Fire Inspections and Monitoring
1) AGREEMENT. Subject to the terms and conditions set forth in this Agreement, Subscriber engages Strategic Connections Inc to: test and inspect Subscriber’s fire protection system(s) and BDA equipment, installed in the Premises specified in Section 3, in accordance with the Quote and/or Proposal and incorporated herein by this reference.
2) TERM. The term of this Agreement shall be set forth on the final contract and/or proposal document.
3) PREMISES. This Agreement applies to services to be rendered with respect to the fire protection system(s) and/or BDA System equipment installed at Subscriber’s facility located at an acceptable address to take responsibility for making decisions and to whichas authority to payments (the “Premises”).
4) FEES. As consideration for Strategic Connections Inc’s promise of performance of the services, Subscriber agrees to pay Strategic Connections Inc the sum(s) agreed upon in contract or proposal, plus tax if applicable, which sum(s) shall be paid in full within thirty (30) days after receipt of an invoice from Strategic Connections Inc. If the fee due to be paid by Subscriber is not paid when due, a service charge of one and one-half percent (1-1/2%) per month will be charged for each month or fraction thereof the fee is overdue. The fee paid by Subscriber does not include installation charges or the costs of either installation or service for telephone lines. So that Strategic Connections Inc may properly adjust its rates to meet changing service and maintenance costs, if the initial or extended term of this Agreement extends beyond one year after the initial date of this Agreement, Strategic Connections Inc may at any time increase its charges under this Agreement by giving thirty (30) days advance written notice of such increase to Subscriber. If Subscriber is unwilling to pay the increased charges, Subscriber may terminate this Agreement by providing written notice of termination to Strategic Connections Inc within thirty (30) days after the date on which Strategic Connections Inc provided the notice of its increase in charges, and any such termination shall be effective thirty (30) days after the date on which Subscriber provided its notice to Strategic Connections Inc. Subscriber’s failure to provide Strategic Connections Inc with such notice during the prescribed time period shall constitute Subscriber’s consent to the increase. A delay in payment beyond the initial 30 day grace window will subject this agreement to termination and all subsequent monitoring to be cancelled. Any delay in payment must be made in writing to Strategic Connections, Inc. at the addressed as noted in this agreement.
5) INSTALLATION. a) Installation will occur during normal working hours of 8:00 AM – 5:00 PM, Monday through Friday, (excluding holidays). Overtime is specifically excluded from the price unless specifically noted in the proposal. The Subscriber agrees to reimburse Strategic Connections Inc for all premium cost incurred as a result of working overtime if the cause of working overtime is beyond Strategic Connections Inc control.
b) Any installations shall be in accordance with the following standards: NFPA 13, NFPA 70 & 72.
6) SUBSCRIBER’S OPERATIONAL RESPONSIBILITIES. The Subscriber has purchased the fire protection system(s),fire protection equipment and/or BDA equipment installed at the Premises. It is the sole responsibility of Subscriber to ensure that any information supplied to Strategic ConnectioQuote and/orns Inc concerning specifications, services, and notifications is proper and correct, and that Subscriber’s fire protection system(s) is at all times properly engaged and operational. Strategic Connections Inc shall not be responsible for any error or omission of the Subscriber with respect to Subscriber’s operational responsibilities. If the transmitting equipment installed at the Subscriber’s Premises goes into a runaway condition “sending an excessive amount of signals to the central receiving station, tying up the receivers”, it shall be the Subscriber’s responsibility to allow Strategic Connections Inc on site to correct the problem or disconnect the transmitting equipment until the problem is rectified. The cost of the service call shall be the responsibility of the Subscriber as well as any additional cost charged to Strategic Connections Inc by the central receiving station at the going market rate, as a result of the runaway condition. Prior to Strategic Connections Inc performing any tests, the Subscriber must notify any alarm monitoring company, the local fire department, and all building occupants and tenants.
7) EMERGENCY/ADDITIONAL INSPECTION: Emergency or additional inspections requested by the Subscriber will be furnished at an extra charge and be subject to all terms and conditions of this agreement.
8) ADDITIONAL EQUIPMENT: In the event additional equipment is installed or the systems are modified after the date of this contract, the annual inspection charge shall be increased in accordance with Strategic Connections Inc’s prevailing rates as of the first inspection of the additional equipment/modification.
9) WATER SUPPLY (applies to water-based fire protection systems only): Testing and treatment of the water supply, and any costs associated therewith, are not covered by this Agreement and are the sole responsibility of the Subscriber. Equipment is available that is designed to monitor for conditions that can contribute to internal corrosion inside the water-based fire protection system(s) installed in your facility. Such testing and treatment can be provided pursuant to a separate written agreement.
10) TEST AND INSPECTION OF FIRE PROTECTION SYSTEM(S) AND/OR BDA SYSTEM EQUIPMENT. The inspection and testing services provided by this Agreement are designed to determine the functionality of the inspected system(s) at the time of the inspection and/or testing. The inspection and testing provided under this agreement does not include: maintenance, repairs, alterations, or replacement of parts or any other field adjustments. Strategic Connections Inc may choose to offer such services at an additional charge, but is not obligated under this agreement to do so. The inspections and testing provided under this Agreement are NOT a system survey or engineering analysis of the system, its installation and/or its design. Inspection and testing services under this agreement are not intended to reveal design or installation flaws or code compliance violations.
Fire Sprinkler Inspections shall be performed in accordance with NFPA 25.
All service charges and repair parts will be billed to Subscriber at Strategic Connections Inc’s standard rates. Strategic Connections Inc is not responsible for the unavailability of any part. Service shall be performed between the hours of 8:00 a.m. and 5:00 p.m., excluding Saturdays, Sundays, and holidays. Emergency service calls will be billed to the Subscriber at Strategic Connections Inc’s standard hourly rate then in effect, such rate is subject to change without notice. Any repairs shall be billed to Subscriber on a time and material basis at Strategic Connections Inc’s standard rates then in effect. Subscriber shall provide Strategic Connections Inc with prompt and specific notice of any condition requiring service. Subscriber shall disclose to Strategic Connections Inc any material fact affecting the fire protection system(s) and/or fire protection equipment of which it is aware.
Any suggested improvements itemized on any inspection and/or testing report do not constitute an engineering review of the fire protection system(s), and/or fire protection equipment and/or BDA System equipment installed in the Subscriber’s facility. To the extent such are itemized, they were noticed while conducting an inspection and/or test of your fire protection system(s) or fire protection equipment and/or BDA System equipment with applicable NFPA Inspection and Testing Guidelines; however, such items are not part of the NFPA required inspection and test. Strategic Connections Inc makes no guarantee or assurance that all defects or deficiencies have been itemized.
The scope of work under this Agreement is limited to the provision of inspection and testing services of fire protection system(s) and/or BDA System equipment as identified in Quote and/or Proposal of this Agreement. In addition, the frequency of inspection and/or testing services are identified in Quote and/or Proposal of this Agreement. Strategic Connections Inc’s obligation under this Agreement relates solely to the fire protection system(s) and/or fire protection equipment identified in Quote and/or Proposal and not to any other equipment or property which may affect the operation of the fire protection system(s).
Subscriber shall provide easy unobstructed access to the fire protection system(s) and/or fire protection equipment and/or BDA System equipment. Strategic Connections Inc is not required to move personal property, equipment, walls, and ceilings or like material which may impede access or limit visibility to fire protection system(s) devices. Areas that are concealed, locked, or areas where the Subscriber will not grant us access are excluded from inspection and/or testing.
Strategic Connections Inc does not warrant that the equipment or systems inspected/tested will meet or comply with the requirements of any fire or life safety code, or regulation of any state, municipality or other jurisdiction of the Subscriber’s particular location.
11) MONITORING OF ALARM SYSTEM. Upon receipt of a signal from the Premises, Strategic Connections Inc or its assignees, shall make all reasonable efforts to communicate notice of an “alarm” condition to the police department, fire department, other authorities, and/or to the person(s) whose name and telephone number Subscriber has designated in writing to be notified in in case of such an alarm. Strategic Connections Inc shall not be obligated to perform any monitoring services whenever any telephone, telephone equipment, or any other off-site reporting system(s) or equipment is not in working order.
12) PERMITS, LICENSES, FEES, AND ASSESSMENTS. Subscriber is solely responsible for obtaining any permits or licenses which may be required by any governmental agency or authority, or by any restrictive covenant contained in any deed or other agreement. Subscriber shall pay any and all permit or license fees, taxes, assessments, or other charges which may be imposed in connection with obtaining such permits or licenses or in connection with the performance of this Agreement, including any charges which may be imposed as a result of any false alarm.
13) CANCELLATION. Strategic Connections Inc may cancel this Agreement at any time, upon thirty (30) days written notice to Subscriber. Strategic Connections Inc may cancel this Agreement without any prior written notice in the event that Strategic Connections Inc’s facility, connection wires, or equipment are destroyed or substantially damaged by fire or other cause such that it is impractical to continue service, or in the event that for reasons beyond Strategic Connections Inc’s control, proper signal wires or facilities are not available. In the event that Strategic Connections Inc’s services are terminated pursuant to this Section, Strategic Connections Inc will be entitled to a pro-rata portion of the fee specified in Section 4 based upon the amount of time that services have been performed. Note: A refund will be offered, rounded to the end of the current quarter, for the balance of the term.
14) RENEWAL. This Agreement is binding and self-renewing and will remain in force for a period of one (1) year and thereafter from year to year unless cancelled by notice in writing from either party to the other at least thirty (30) days prior to the expiration of the current term of agreement.
15) WORK OF OTHERS. Strategic Connections Inc makes no warranty as to the quality of work performed by others or to the functionality and design intent of the originally installed/modified water-based fire protection system(s), fire pump(s), post indicating valves, fire hydrants, standpipes, hose valve connections, fire department connections, backflow preventors, air compressor(s), dry or wet chemical agent fire protection system(s), clean agent fire suppression system(s), halon fire suppression system(s), CO2 fire suppression system(s), fire detection and alarm system(s), smoke evacuation system(s), intrusion detection system(s), card access system(s), CCTV system(s), portable fire extinguisher(s), emergency light(s), fire dampers, fire and smoke doors, and or/fire/smoke dampers and/or BDA System(s). Strategic Connections Inc makes no warranties, express or implied, regarding the adequacy, performance, or condition of any fire protection system(s), fire protection equipment or notification equipment.
16) LIMITATIONS OF LIABILITY. Subscriber understands and agrees that Strategic Connections Inc is not an insurer. Subscriber realizes that despite the frequency of any inspection or test, there is always the possibility that a problem or defect may develop subsequently which would render the fire protection system(s) and/or BDA System equipment inoperable. Strategic Connections Inc shall not be responsible for any loss or damage caused by the failure of Subscriber’s fire protection system(s) to operate properly where such failure was caused: (a) by a problem or defect which developed or manifested itself subsequent to an inspection or test by Strategic Connections Inc, or (b) by a problem or defect which could not be discovered by a reasonable inspection or test, or (c) by the failure of, or defect in, any equipment or property not covered by this Agreement or (d) by a problem or defect which Strategic Connections Inc was unable to fix because of the unavailability of any part; nor shall Strategic Connections Inc incur any liability for any delay in response or the non-response of police, fire, other authorities, or persons notified by Strategic Connections Inc. Strategic Connections Inc shall not be responsible for any loss sustained through fire, burglary, theft, robbery, or other cause, by virtue of this Agreement or by virtue of the relationship established by this Agreement. Strategic Connections Inc SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. Strategic Connections Inc’s sole obligation is to provide those services specified in the Quote and/or Proposal.
In light of the difficulty of ascertaining damages and the non feasibility of otherwise obtaining an adequate remedy, if there shall at any time be or arise any liability of Strategic Connections Inc by virtue of this Agreement or by virtue of the relationship established by this Agreement, such liability is and shall be limited and fixed as liquidated damages to a sum equal to one-half (1/2) of the fee set forth in Section 4, but in no event more than One Thousand five hundred Dollars ($1,500.00) as and for liquidated damages (and not as a penalty), and such liability shall be complete and exclusive. The amounts payable to the Subscriber hereunder are based upon the value of the services and the scope of liability as herein set forth and are unrelated to the value of the premises, Subscriber’s property or the property of others located in a Subscriber’s premises.
17) LIMITATION OF LIABILITY AND WARRANTY – NO EXPRESS OR IMPLIED WARRANTIES. a)The Subscriber understands and agrees that STRATEGIC CONNECTIONS INC HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND OR TYPE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. THE SUBSCRIBER FURTHER UNDERSTANDS AND AGREES THAT COMPANY MAKES NO EXPRESS WARRANTIES AS TO THE SERVICES RENDERED, AND THAT NO REPRESENTATIVE OF STRATEGIC CONNECTIONS INC HAS ANY AUTHORITY TO MAKE ANY WARRANTIES OR OTHERWISE VARY THE TERMS OF THIS AGREEMENT.
b) STRATEGIC CONNECTIONS INC AGREES A PERIOD OF ONE(1) YEAR AFTER COMPLETION OF INSTALLATION OF STRATEGIC CONNECTIONS INC SCOPE, IT WILL MAKE AT ITS EXPENSE, ALL REPAIRS TO ITS OWN WORK DUE TO DEFECTIVE EQUIPMENT, MATERIALS, OR WORKMANSHIP FURNISHED AND INSTALLED BY STRATEGIC CONNECTIONS INC. WARRANTY PERIOD WILL START THE DAY OF CO BY FIRE MARSHAL. THIS OBLIGATION SHALL NOT APPLY TO ANY PORTION OF THE INSTALLATION THAT WAS ALTERED IN ANY WAY BY OTHERS OR DUE TO NEGLIGENCE, ABUSE, MISUSE, UNAUTHORIZED USE, IMPROPER MAINTENANCE, ANY ACT OF GOD, OR DAMAGE THROUGH NO FAULT OF STRATEGIC CONNECTIONS INC. WARRANTY SUPPORT IS SUBJECT TO FINAL PAYMENT AND ACCEPTANCE BY THE CUSTOMER OF RECORD. NON PAYMENT OF SERVICES INVOICED SHALL VOID ANY AND ALL WARRANTY SUPPORT.
18) LIABILITY. All loss or damage for any cause not the fault of Strategic Connections Inc to the materials, equipment, tools, work or workmen of Strategic Connections Inc or its agent or subcontractors while in or about the premises of the Subscriber shall be borne and paid for by the Subscriber. The Subscriber shall provide and maintain insurance to protect the project and Strategic Connections Inc’s work from any kind of peril from physical loss and shall cause Strategic Connections Inc to be named as an additional insured under this insurance policy.
19) WAIVER OF SUBROGATION. Strategic Connections Inc is not an insurer against loss or damage. Sufficient insurance shall be obtained by and is the sole responsibility of the OWNER/SUBSCRIBER. Subscriber agrees to rely exclusively on Subscriber’s insurer to recover for injuries or damage in the event of any loss or injury to the premises or property therein. Subscriber does hereby, for itself and all others claiming by or through it under this Agreement, release and discharge Strategic Connections Inc from and against all damages covered by Subscriber’s insurance, it being expressly agreed and understood that no insurance Strategic Connections Inc, insurer or other entity/individual will have any right of subrogation against Strategic Connections Inc. No individual, partnership, corporation or other entity, including Subscriber’s insurance carrier, shall have any rights under this Agreement including, but not limited to, rights of subrogation.
20) INDEMNIFICATION BY THE SUBSCRIBER. Subscriber warrants to Strategic Connections Inc that the person executing this agreement of behalf of the Subscriber, expressly warrants and covenants that he/she is the authorized representative of the Owner of the premises and is authorized to enter into this agreement for and on behalf of the Owner or Owner’s designee. The execution of this Agreement and the terms contained in this Agreement do not violate the provisions of any other agreement which the Subscriber may have made. In the event that any person not a party to this Agreement, including Subscriber’s insurer, makes any claim or files any lawsuit against Strategic Connections Inc for any reason by virtue of this Agreement or by virtue of the relationship established by this Agreement, Subscriber agrees to indemnify, defend and hold Strategic Connections Inc harmless from any such claim or lawsuit, including the payment of all damages, expenses, costs, and attorneys’ fees. This indemnification shall extend to all claims and lawsuits, whether based on strict or product liability, alleged negligence or intentional conduct of Strategic Connections Inc or Strategic Connections Inc’s agents, servants, or employees.
21) WATER DAMAGE. Strategic Connections Inc will make every reasonable effort to prevent the discharge of water into or onto areas of landscaping, decorative pavement, etc. Subscriber must provide sufficient and readily accessible means to accept the full flow of water that may be required by tests as determined by the type of inspection and accepts liability for all water discharges.
22) SEVERABILITY. If any provisions of this Agreement shall be invalid or unenforceable under the laws of the jurisdiction applicable to the Agreement, such invalid or unenforceable provision(s) shall be severed from the Agreement and the Agreement shall be construed as if not containing the particular invalid or unenforceable provision(s), and rights and obligations of the Strategic Connections Inc and Subscriber shall be construed and enforced accordingly.
23) ATTICS. Attics are excluded from this agreement unless after Strategic Connections Inc’s investigation and in its sole discretion the attic and its entry are deemed safe and accessible. Only those attics having a floor-level entry door with stairs, pull down stairs, and/or a permanently mounted access ladder will be considered for inclusion in this Agreement. Further, only attics having appropriate permanently attached flooring and appropriate lighting will be considered for inclusion in this agreement. Assessment of the suitability of access, flooring, and lighting, is solely within the discretion of Strategic Connections Inc. Any attic deemed safe and accessible must be specifically listed in the Quote and/or Proposal of the Agreement to qualify for inclusion in the Agreement. To the extent that any attic is included in the Agreement, only such equipment as is safely visible and accessible from the floored area of the attic will be subject to the Agreement.
24) NFPA 25. Subscriber has reviewed and is familiar with the National Fire Protection Association Standard 25 (NFPA 25) and understands the requirements and consequences of failure to comply with the requirements therein. Subsciber shall comply with the requirements of NFPA 25. Subscriber is responsible for maintaining all fire protection equipment in good, working order as outlined in the applicable NFPA Standards and any and all local rules, codes or standards applicable to the jurisdiction where the system(s) is/are located.
25) NOTICES. Any notice which may be required under this Agreement shall be deemed received when deposited in the United States mail with sufficient first class postage, or via FedEx, UPS Red and, if to Strategic Connections Inc, addressed to 3000 Spring Forest Road, Raleigh, NC 27616, and, if to Subscriber, sent to the Premises, or to such other address as Subscriber may subsequently designate in writing
26) MISCELLANEOUS. This Agreement cannot and shall not be assigned by Subscriber except upon the express written consent of Strategic Connections Inc. Strategic Connections Inc has the right to assign this Agreement and its rights and obligations thereunder without notice to Subscriber. This Agreement shall be governed by the laws of the State of North Carolina. In the event that any of the provisions of this Agreement shall be invalid or inoperative, all the remaining terms and provisions shall remain in full force and effect. No failure or delay by Strategic Connections Inc in exercising any of its rights under this Agreement shall operate as a waiver of such right or at any other right it may have. The headings of the sections of this Agreement are for convenience only, and shall not be construed in any way to modify or limit any of the provisions of this Agreement. This Agreement contains the entire agreement and understanding of the parties, and cannot be modified except in writing signed by Strategic Connections Inc and Subscriber. If any dispute or controversy arises between the parties which requires litigation (or actions preliminary to litigation) to resolve, and Strategic Connections Inc is the prevailing party in such dispute or controversy, then Subscriber shall pay to Strategic Connections Inc, in addition all other damages, all court costs and litigation expenses, including attorneys’ fees incurred by Strategic Connections Inc. This Agreement shall be effective when signed by Strategic Connections Inc and by Subscriber.
IV. Fire Alarm/BDA
1) INSTALLATION.
a) Installation will occur during normal working hours of 8:00 AM – 5:00PM, Monday through Friday, (excluding holidays). Overtime is specifically excluded from the price unless specifically noted in the proposal. The buyer agrees to reimburse SCI for all premium cost incurred as a result of working overtime if the cause for working overtime is beyond SCI control.
b) Installation shall be in accordance with both NFPA 70 & 72.
2) STANDARD EXCLUSIONS AND CLARIFICATIONS.
a) Unless install is specified as turnkey all raceway including pull strings, boxes, and 120 VAC control circuits are excluded.
b) SCI has excluded any cost of new, alteration, repair, or replacement of architectural finishes (i.e. drywall, flooring, ceiling, painting, plastering, etc) to accommodate SCI scope of work. In the event, any work of this nature is required, the buyer agrees to have the work completed by contractors of its choosing and at no cost to SCI.
c) Unless specified on proposal, P.E. stamped, sealed design drawings are not included.
3) CHANGES IN SCOPE. Installation will be made per the P.E. design drawings provided with the date of the drawings referenced on proposal. Buyer agrees to pay SCI any changes made to the permit or pricing plans or addendums issued that affect the original scope. NC Fire code requires all changes in scope to be made by the engineer of record with a revised or bulletin drawing showing all such changes.
4) DAMAGE. While SCI will exercise reasonable care to protect equipment and wiring , SCI shall not be responsible for damage to new equipment, raceway, cabling or wire damaged by site conditions, vandalism, or damage by other contractors.
5) DELAY. If SCI is delayed at any time in performing its work by an act of neglect of the buyer, an architect, engineer, building official / inspector or third party or by labor disputes, fire, unusual delay in deliveries, weather, other acts of god, unavoidable casualties or other causes beyond SCI’s control, then the time for SCI to perform its work shall be extended a reasonable period. Under no circumstances shall SCI be liable for direct or indirect damages for any delay in performing its work.
6) WARRANTY. SCI agrees a period of one (1) year after completion of installation of SCI’s scope, it will make at its expense, all repairs to its own work due to defective equipment, materials, or workmanship furnished and installed by SCI. Warranty period will start the day of CO by the fire marshal. This obligation shall not apply to any portion of the installation that was altered in any way by others or due to negligence, abuse, misuse, unauthorized use, improper maintenance, any acts of god, or damage through no fault of SCI. Warranty support is subject to final payment and acceptance by the customer of record. Non payment of services invoiced shall void any and all warranty support.
7) LIABILITY. All loss or damage for any cause not the fault of SCI to the materials, equipment, tools, work or workmen of SCI or its agent or subcontractors while in or about the premises of the buyer shall be borne and paid for by the buyer. The buyer shall provide and maintain insurance to protect the project and SCI’s work from any kind of peril from physical loss and shall cause SCI to be named as an additional insured under this insurance policy.
8) TERMS OF PAYMENT. Depending on the contract amount monthly invoices will be rendered representing the value of materials delivered to site and work performed. All such invoices are payable in full within thirty (30) days. If proposal states “50% of the total contract amount will be due and payable upon client’s acceptance”, this amount is due within thirty (30) days of date of acceptance. SCI has the right to withhold from ordering any materials or scheduling any labor until payment is received. All sums not paid when due shall bear interest at a rate of 1 ½ % per month, or the maximum allowed by law, whichever is greater. Contracts under $5,000.00 will typically be invoiced in full at the completion of the project.
9) DEFAULT. In case of default by buyer, SCI may declare the contract price or all unpaid installments thereof to be immediately due and payable (whether or not said installation shall have been completed), or may enter said premises remove all or any portion of the same. Default of buyer shall consist of; failure to pay any monthly invoice when due, or any act of omission on the part of the buyer whereby SCI is prevented from completion of said installation, or receivership, bankruptcy, assignment for the benefit of credits or any other form of insolvency proceedings by or against buyer or in case said premises or said system shall be attached, liened, or seized by process of law and such attachment or lien and such attachment or lien shall not be vacated or seizure terminated within ten (10) days after its occurrence. Should the contract price or any portion thereof, not be paid as set forth then buyer agrees to pay all costs, including reasonable attorney fees, incurred by SCI is a result thereof and is not conditioned upon suit actually being filed.
10) CONFLICTS. It is expressly agreed there are no promises, agreements, or understandings not set forth in this proposal and the proposal supersedes all prior negotiations, representations, or agreements, either written or oral. In the event of a variance or conflict between any contract, agreement, plan, specification, drawing, or other contract document and this proposal, then the terms of this proposal shall govern and take precedent over such conflicting term.
11) INSURANCE. SCI carries a general liability policy of one million US dollars per occurrence with an aggregate of three million per year. There is an umbrella policy with ten million US dollars in addition to the general liability. Any insurance requirements above these limits is agreed to be added to the cost of the project if required.
12) TAXES. Quote/Proposal is determined using:
a.) Use Tax on materials and
b.) the project being a capital improvement project with the condition the customer issues an E-589CI form.
***EXTREMELY IMPORTANT***: If the customer makes the determination that the project is NOT a capital improvement project and does not issue the E-589CI form, THIS QUOTE BECOMES VOID and will need to be revised to use Sales Tax on both material and labor. Strategic Connections MUST have the customer’s E-589CI form IN HAND before we can even CREATE THE JOB IN OUR SYSTEM, which MUST be done FIRST before we can order materials or schedule labor.
