General Terms and Conditions
This agreement is between GUETZKE & ASSOCIATES, INC., hereafter known as GAI, and CUSTOMER, as identified on proposal of service. IT IS THEREFORE AGREED for in consideration of such agreement that:
1. The term of this contract shall be as outlined on the Proposal, and shall be automatically renewed each year thereafter until terminated by any party on at least thirty (30) days written notice being given to the other party.
2. The costs for services shall be as outlined on proposal included herein. CUSTOMER agrees that GAI shall have the right to modify charges at any time or times after the expiration of twelve months from the date of Agreement. If CUSTOMER is unwilling to pay any such increase and notifies GAI in writing within 30 days after such increase, GAI shall be permitted, at its sole option, to terminate this agreement as if the term had expired or in the alternative will continue the prior rate and will allow this agreement to remain in full force and effect without further notice. Failure to notify GAI in writing within 30 days after such increase will constitute consent to the increase.
3. In the event of default by CUSTOMER, without limiting the rights of GAI under this agreement, GAI shall be entitled to retain all prepayments received and CUSTOMER shall immediately pay to GAI (a) all payments then due and payable, (b) all charges of labor, material, and equipment incurred by GAI due to such default based on a time and material basis at GAI's then prevailing charges, and (c) one hundred percent (100%) of all payments which would be due hereunder for the unexpired term as liquidated damages and not as penalty. GAI shall have no further obligation to perform under this Agreement. In addition, if any suit or alternative dispute resolution proceeding is instituted and GAI is the substantially prevailing party by judgment, award, finding, or settlement, CUSTOMER shall pay directly or reimburse GAI for all of its costs and expenses including, without limitation or example consultants' and professionals' fees and costs including, without limitation or example, reasonable attorneys' fees and costs.
4. Acceptance of CUSTOMER's purchase order is expressly made conditional on CUSTOMER's assent to the terms and conditions set forth herein, which are in lieu of any additional or different terms contained in CUSTOMER's purchase order or other document or oral statement of CUSTOMER or GAI concerning CUSTOMER's order or the goods. Should there arise a conflict of terms or conditions between this agreement and a purchase order it is agreed that this contract shall be supreme and binding.
5. CUSTOMER consents to these terms and conditions by receipt of this acknowledgement without prompt written objection to it or by acceptance of all or any part of the goods or services ordered. As used herein, the term 'goods' shall mean the materials, supplies, articles, equipment, structure, work, and services furnished by GAI and described on the face hereof, in the attachments, schedules, or other writings connected hereto or by reference made a part hereof.
6. CUSTOMER shall make all payments within thirty (30) days of the invoice date. If CUSTOMER fails to pay all or any portion of the installment, GAI may, at its option, terminate the contract, in which event GAI will be obligated to perform no additional work until paid in full.
7. CUSTOMER is responsible for all taxes, assessments, duties, license fees and the like. The price of goods is subject to escalation if CUSTOMER delays or interrupts the progress of work or shipment of goods, modifies, with GAI consent, the goods or work to be done, or CUSTOMER or its subcontractors request or cause overtime or premium work to be performed by GAI Labor prices quoted assume a normal 5-day, 40 hour workweek. Special expenses such as installation or rental of lifts or other equipment or charges associated with off-premise alarm connections shall be borne by CUSTOMER unless GAI agrees in writing prior to work being commenced.
8. CUSTOMER will pay any Village or Municipal permits or license fees as may be required.
9. CUSTOMER agrees to pay any false alarm assessments, taxes, fees, or charges relating to the installation or services provided under this agreement which are authorized or imposed by any governmental body or other organization.
10. Where GAI is to install, inspect, test, or supervise the installation of goods, CUSTOMER shall provide GAI with free access to all locations required by GAI during installation, inspection, testing, or supervision. GAI personnel are instructed not to perform any wok in hazardous locations until working conditions have been made safe in the sole judgment of GAI. Any time lost or additional time required due to waiting for access, completion of supplementary or preparatory work is the responsibility of CUSTOMER and may result in additional fees.
11. GAI makes no warranties or representations, express or implied, including without limitation, warranties of merchantability and warranties of fitness for a particular purpose as to any services or goods which are furnished by GAI. No premise not contained herein or affirmation of fact made by any employee, agent, or representative of GAI shall constitute a warranty by the GAI or give rise to any liability or obligation.
12. The local protective system at CUSTOMER'S premises is not the property of GAI and said system is to be kept in working order by CUSTOMER. GAI cannot be responsible at any time for its working condition or any failure of same.
13. CUSTOMER agrees that GAI's liability whether in contract, in tort, under any warranty, in negligence of otherwise, shall not exceed and buyer's remedy or damages shall be limited to, the return of the amount of purchase price paid. Under no circumstances shall GAI be liable for consequential or special damages. CUSTOMER acknowledges that GAI is not an insurer and that the price stated for the goods and services is based upon and in consideration of limiting GAI's liability. CUSTOMER assumes responsibility for and agrees to hold GAI harmless from all actions, contract or other duty assumed by or the responsibility of CUSTOMER or any third party engaged by CUSTOMER in connection with goods. CUSTOMER agrees to give GAI prompt notice, confirmed in writing within thirty days of discovery, or all actions, claims, losses, accidents, malfunctions, or damages arising out of the sale, installation, operation, or failure of the goods. Any cause of action arising out of CUSTOMER's order or concerning the goods or services, whether on contract or tort, or otherwise, must be filed within twelve months after the date of shipment of goods or receipt of service as evidenced by GAI's invoice or lading receipt.
14. All questions relating to the validity, interpretation, or performance of this contract shall be determined in accordance with the laws of the State of Wisconsin.
15. Any additions or amendments to GENERAL TERMS AND CONDITIONS must be signed by both parties. No verbal agreements shall alter the above order.
ADDITIONAL TERMS AND CONDITIONS FOR MONITORING AGREEMENTS
1. The sole duty of EMERGENCY 24 is to maintain in working order its Monitoring Receiving Facility. The use of DSL or other broadband telephone service may prevent a CUSTOMER's system from transmitting alarm signals to EMERGENCY 24's Monitoring Receiving Facility. DSL service should be installed on a telephone line that is not used for alarm signal transmission. Immediately after the installation of DSL or other broadband service, the CUSTOMER must test the system's signal transmission with EMERGENCY 24's Monitoring Receiving Facility. EMERGENCY 24, upon receipt of a signal from a CUSTOMER'S premises, shall make every reasonable effort to transmit notification of the alarm promptly to the police, fire or other authorities and/or person or persons whose names and telephone numbers are set forth on the MONITORING CALL LIST and/or CUSTOMER data received by EMERGENCY 24 from GAI or CUSTOMER, from time to time, unless there is just cause to assume that an emergency condition does not exist.
2. That this agreement may be canceled without previous notice, at the option of EMERGENCY 24, in the event EMERGENCY 24 Monitoring Receiving Facility, connection wires or equipment are destroyed by fire or other catastrophe, or so substantially damaged that it is impractical to continue service, or from lack of signal wire facilities beyond the control of EMERGENCY 24, and may likewise be canceled at the option of CUSTOMER in the event that the local premises supervised are so damaged or destroyed.
3. EMERGENCY 24 shall not be liable for any loss or damage caused by defects or deficiencies in the electroprotective equipment nor shall EMERGENCY 24 incur any liability for any delay in response time or nonresponse of police, fire or other authorities, institutions or individuals notified by EMERGENCY 24.
4. EMERGENCY 24 shall not be obligated to perform any monitoring service hereunder during any time when telephone or telephone equipment shall not be working since signals to EMERGENCY 24 are received solely by means of telephone communication.
5. It is agreed that EMERGENCY 24 is not an insurer and that it is not the intention of the parties that EMERGENCY 24 assume responsibility for any loss occasioned by misfeasance in the performance of the services under this contract or for any loss or damage sustained through burglary, theft, robbery or other cause or any liability on the part of EMERGENCY 24 by virtue of this Agreement or because of the relation hereby established. If there shall notwithstanding the above provisions at any time be or arise any liability on the part of EMERGENCY 24 by virtue of this Agreement or because of the relation hereby established, whether due to the negligence of EMERGENCY 24 or otherwise, such liability is and shall be limited to and fixed at the sum of two hundred and fifty dollars (250.00) as and for liquidated damages. Such liabilities as herein set forth are fixed as liquidated damages and not as a penalty and this liability shall be complete and exclusive.
6. Upon nonpayment of any sums due GAI under this agreement, GAI reserves the right to reprogram any equipment so as not to call EMERGENCY 24's monitoring station if service is terminated or defaulted.
7. AES WIRELESS MONITORING equipment consisting of radio(s) and antennae remain the property of GAI. If service is cancelled and GAI is unable to recover this equipment in good working condition, customer will incur a twelve hundred and ninety-nine dollar (1299.00) replacement fee.