1. Purchases and Installation of Palladium Security System
Client agrees to buy, and Company agrees to sell and install, without liability and not as an insurer at Client's premises the alarm system(s) described in Exhibit A of their attached agreement supplied at completion of initial installation. Company will furnish all the materials and labor necessary for the installation of the system in accordance with the specifications in their agreement and will complete the installation in a careful and workmanlike manner. Company assumes no liability for delay in installing the system for any reason, irrespective of fault. Client warrants that it has full authority to permit the installation of the system(s) under all the terms and conditions of this Agreement.
2. Price and Payment
Client agrees to pay Company for the system and its installation the sum agreed upon during the sale process between Palladium Security Systems and the Client. The terms and sum of payment will be located on the signed client final agreement. Monthly fees for services may be processed by Palladium Security Systems via authorized third-party payment processing companies.
3. Monthly Monitoring Services
Monthly monitoring services are billed on the 10th day of each month unless stated otherwise in the direct agreement between the client and Palladium Security. The client is given a 25-day grace period to pay the submitted invoice in full by either cash, cheque, credit card or preauthorized payment agreement. Palladium Security reserves the right to charge 2% per month interest (24% per annum) on any unpaid charges. Palladium Security will notify the client of any unpaid charges by mail or portal notifications. Failure to make acceptable payment arrangements may result in suspension or cancellation of services and the account being transferred to a third party for collection of unpaid fees. The company does not offer refunds unless otherwise agreed upon within this document.
4. Cancellation of Services
Client must submit their cancellation of services with a 60-day written notice. The client's account number, name of client as shown on the original agreement, secured address and date of final service must be submitted in writing. Services are considered in full force if cancellation notice is not received and confirmed by Palladium Security Systems. The Customer is responsible for any cost of collections regarding monies owed to the company for nonpayment of monitoring invoices or upon default of this agreement as stated above. All charges become due and payable upon default of customer to fulfill the terms of this agreement.
It is understood and agreed that upon termination of this agreement the company shall have the right to terminate all alarm signals being transmitted from the Customer's premises to the company alarm Monitoring Center, thus resulting in no response to any alarm notifications to client or emergency response services.
5. Conditions of Sale and Installation
(a) Provision of any services or materials covered by this Agreement is conditioned upon the terms and conditions contained herein. Any additional or different terms or conditions proposed by Client are not binding upon the Company unless specifically assented to in writing by the Company.
(b) The parties agree that the Company will be paid the amounts specified at the times designated.
(c) Client authorizes Company or its designee to enter the premises of the Client to install the system, and to make any preparations appropriate to the installation or service of the system, such as drilling holes, making attachments, etc. Company shall not be responsible for any damage created by installation, service or removal of the system.
(d) Client will provide all conduit and line voltage and telephone or internet services necessary for the installation, maintenance and operation of the system. Any costs incurred by the Company resulting from such items not being in place at the proper time shall be borne by the Client.
(e) Client shall identify any rules, regulations, standards or codes with which the system must comply, and shall obtain and pay for any necessary licenses or other certificates of compliance with same. Client is solely responsible for any taxes (including sales taxes), fees, false alarm fines, and any other governmental assessments related to the alarm equipment or system operation and shall reimburse and indemnify the Company for any such expenses incurred by the Company. Client and Company are each responsible for obtaining any necessary licenses or permits needed to perform their respective obligations under this Agreement.
(f) Client shall pay to the Company any costs incurred by the Company for any additions, corrections or changes to the system that may be requested or required by the Client or by anyone else except the Company. Client has approved the location of all components of the system. Any changes in location requested by the Client after the signing of this Agreement will be at the Client's expense. Any changes by the client to the agreed location of equipment and/or lines shall be communicated to the company in a timely manner so the company can update the design.
6. Warranties
(a) The system and its components are or may be covered by manufacturers' warranties having various terms and durations. The Company makes no separate or additional warranty as to the system or its components, except as specifically provided in this Agreement.
(b) The Company does warrant that the materials installed under this Agreement shall be as specified in this Agreement and shall meet the manufacturers' specifications for same at the time of original installation, except that the Company may substitute materials of equal quality at the time of installation. Should any part of the system become defective or should any repairs be required as a result of defects in materials or workmanship, upon notice to the Company by the Client at the Company's address, the Company agrees to make all necessary repairs and/or replacements of parts promptly and without cost to the Client for a period of ninety (90) days from the date of installation, subject to the Client's compliance with the conditions of the warranty set forth in this Agreement, and availability of replacement parts. The Company may either replace or repair the product and may substitute materials of equal quality at the time of replacement. This limited warranty does not apply to any damage to or defects in materials or equipment caused by accident, misuse, unauthorized repairs or attempts to repair, modifications or improper installation by anyone other than the Company.
(c) Client agrees as a condition of this limited warranty to test and inspect the system immediately upon substantial completion of installation and to advise the Company within fifteen (15) days of any defect, error or omission in the system. At the end of said fifteen days, the installation shall be deemed satisfactory to and accepted by the Client.
(d) > EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT; THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATEVER, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THERE ARE NO WARRANTIES OR REPRESENTATIONS WHICH EXTEND BEYOND THE FACE OF THIS AGREEMENT.
(e) The Company does not represent, guarantee or warrant that any system provided by it under this Agreement will operate as designed, or is suitable for any particular purpose, or will prevent any loss by burglary, fire or otherwise, or will in all cases or any particular case provide the detection for which it is intended. The Company represents only that the components of such system meet manufacturers' specifications at the time the system is originally installed. Client acknowledges and agrees that it is not relying on Company's skill or judgment in selecting or furnishing a system suitable for any particular purpose, and that the Company has made no representations except as are contained in this Agreement. Company is not an insurer against loss or damage, and all insurance arrangements to cover loss, property damage or personal injury must be made separately by the Client. The Client assumes all risk of loss or damage to the premises or to the contents thereof, as well as all risk to the physical or mental well-being of persons therein. The limited warranty contained in this Agreement gives the Client specific legal rights. The Client may have other legal rights that vary from province to province.
7. No Service Provided
(a) Except as specifically provided in this Agreement, the Company shall not be obligated to provide service of any type on the system or any of its components. If the Client wishes the system to be serviced, monitored or inspected by the Company, such an agreement shall be separately negotiated between the parties.
(b) If the Client shall discover a defect in any of the products purchased under this Agreement, Client should immediately notify the Company so that repair service, whether or not covered by warranty, may be promptly rendered.
8. Training
Company will provide session(s) of instructions to Client in the appropriate use of the system, free of charge. However, the nature and extent of this training shall be in the sole discretion of the Company, and Client is solely responsible for training all users of the system in its proper operation. Company shall not be responsible for damages of any kind based in any way on a claim that its training was inadequate or that the Client did not know how to operate the system properly.
9. Title and Risks of Loss or Damage
(a) Title to the system and its entire component parts shall remain in the Company until the Client has paid for the system in full, at which time it shall become the property of the Client unless otherwise stated in the direct agreement with client. Company or any subcontractor engaged by the Company to perform work or furnish materials who is not paid may have a claim against the Client or the owner of the premises, which may be enforced under the applicable lien laws.
(b) Repairs or re-installation necessary due to damage to the system caused by persons or entities other than the Company shall be at Client's expense.
10. Default by Client
If the Client defaults in the performance of any of its obligations under this agreement or any other agreement between the parties, including failure to pay to the Company any monies when due, the Company may suspend performance under any such agreement, and may pursue against the Client any remedy available at law or equity, now or in the future, including collecting interest on any unpaid balances at the highest rate allowed by law, and in addition, if the Company commences legal proceedings or retains the services of a collection agency or attorney to enforce its rights under this Agreement, Client shall also pay Company's reasonable attorneys' and collection agency fees. In the event of legal action between the parties in connection with their respective rights and obligation, under this Agreement or otherwise, the parties waive trial by jury and Client waives the right to interpose any counterclaim in any action or proceeding commenced by the Company.
11. Indemnification, Damages and Limitations of Liability
(a) Client shall defend, indemnify and hold harmless the Company from any expense, liability, loss, claim or damage, including personal injuries, made by any person including those not a party to this agreement, relating in any way to the system(s) or service(s) referred to in this agreement, without regard to whether the Company was at fault. Client on its own behalf and on behalf of any insurance carrier waives any right of subrogation Client's insurance carrier may otherwise have against the Company, its agents, employees and subcontractors arising out of this Agreement or the relation of the parties hereto.
(b) Client's exclusive remedy for the Company's breach of or failure to perform under this Agreement or relating in any way to any relationship between the parties connected with the system referred to in this Agreement, for any reason including negligence or gross negligence, is to require the Company to repair or replace, at the Company's option, any equipment or part of the alarm which is non-operational due to fault of the Company during the limited warranty period according to the terms and conditions contained in this Agreement.
(c) The value of the Client's property or the property of others kept on the premises at which the system is installed, which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences which the System is designed to detect, alert or avert is completely unknown to and outside of the control of the Company, and Company is not an insurer. In addition, the Company has no control over response time of any emergency service provider, and it would be extremely difficult to ascertain what portion, if any, of any loss or damage would be proximately caused by any failure on the part of the Company. Charges are based solely upon the value of the goods and services provided and are unrelated to the uses made by the Client of its premises, including the value of the premises or any property thereat, or the well-being of people thereon. The amounts payable by the Client are not sufficient to warrant the Company assuming any risk of damages, including consequential damages, for any property damages or personal injuries, due to Company's negligence, gross negligence, failure to perform, or any reason whatever. Buyer agrees that it does not desire the Company to assume any risk of damages and agrees that the Company shall not be liable for same. Client further agrees that if the Company should be found liable due to any failure by the Company to perform any obligation, under this Agreement or otherwise, or the failure of the system to operate properly in any respect, Company's liability shall be limited to 10% of the total purchase price or $250, whichever is less, and that this liability shall be exclusive. Client may, at its option, increase the amount of this limited liability by separate agreement with the Company at increased cost proportionate to the Company's increased risks, which shall not be insurance coverage.
12. Assignments and Delegations
The Company may assign or transfer this Agreement to any other person, firm or corporation without notice to or approval by the Client, and may subcontract any activities which it may perform under this Agreement. The Client may not assign or delegate any rights or obligations under this Agreement, either voluntarily or by operation of law, without advance written consent of the Company.
13. Invalid Provisions
If any of the parts of this Agreement shall be determined by a court of competent jurisdiction to be invalid or inoperative, all the remaining parts shall remain in full force and effect.
14. Entire Agreement
This writing is intended by the parties as the final expression of their Agreement and as a complete and exclusive statement of the terms thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties; there are no prior writings, verbal negotiations, understandings, representations or agreements not expressed in this Agreement, and the parties rely only upon the contents of this Agreement in executing it, and have not relied on any other representations, oral or otherwise, made by the parties, their agents or employees. Only a writing signed by each of the parties or their duly authorized agents may modify this Agreement. No waiver of a breach of any term or condition of this Agreement shall be construed to be a waiver of any succeeding breach. This Agreement shall bind and benefit the heirs, successors and assigns of the respective parties.
