Lane Fire & Safety Terms and Conditions 

 Lane Fire & Safety (“Seller”)
TERMS AND CONDITIONS OF SALE

SELLER’S OFFER TO SELL, AND ITS ACCEPTANCE OF BUYER’S PURCHASE ORDER (IF APPLICABLE), IS EXPRESSLY CONDITIONED UPON ACCEPTANCE BY BUYER OF THESE TERMS AND CONDITIONS (BUYER WILL BE DEEMED TO HAVE ASSENTED TO ALL THESE TERMS AND CONDITIONS IF IT ACCEPTS ANY PART OF THE DESCRIBED GOODS). ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN BUYER’S PURCHASE ORDER OR IN ANY OTHER CORRESPONDENCE SHALL BE DEEMED OBJECTED TO BY SELLER AND SHALL BE OF NO FORCE OR EFFECT.

TERMS OF PAYMENT – Payment with respect to goods and services is due 30 days following invoice by the Seller. All indebtedness outstanding after the date due shall bear interest at the rate of 1-1/2% per month or the highest rate permitted by applicable state law, whichever is less. Buyer shall reimburse Seller for its reasonable costs and expenses, including without limitation attorney’s fees incurred in connection with the institution of legal proceedings to collect any past due indebtedness hereunder. 

TAXES - Unless otherwise specifically provided, the price for the goods purchased is net and does not include sales, use, excise or similar taxes, whether federal, state or local. The amount of any such taxes applicable to the goods shall be paid by Buyer in the same manner and with the same effect as if originally included in the purchase price.

WARRANTY – Warranty as to Services: Seller warrants that the services provided hereunder will be performed in accordance with generally accepted industry standards and practices by competent personnel.  In the event that any services fail to comply with the foregoing standard within a ninety (90) day period from the date such services are completed, Seller will, at its option, provided it is promptly notified in writing upon the discovery of such failure, either re-perform such non-complying services at no additional charge or refund to Buyer all fees theretofore paid by Buyer with respect to such non-complying services.  The foregoing remedies are the exclusive remedies for any breach of Seller’s services warranty. 

Warranty as to Goods and Installations: Seller warrants that any products supplied in connection with its services shall be free from defects in workmanship or material for a period of one (1) year from the date of delivery (the "Warranty Period").  During the Warranty Period, provided Seller is promptly notified in writing upon the discovery of any defect in workmanship or material and further provided that all costs of returning the defective products to Seller are pre-paid by Buyer, Seller agrees to, at Seller’s option, either repair or replace defective products, or refund Buyer’s fees paid for such products.  Seller’s sole liability with respect to equipment, materials, parts or software furnished to Buyer by third party suppliers shall be limited to the assignment by Seller to Buyer of any such third party supplier's warranty, to the extent the same is assignable.  The foregoing remedies are the exclusive remedies for any breach of Seller’s products warranty.  In no event shall Seller have any obligation to make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and tear, (ii) accident, disaster or other event beyond the reasonable control or fault of Seller, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the products in a manner for which they were not designed, (v) causes external to the products such as, but not limited to, power failure or electrical power surges or (vi) use of the products in combination with equipment or software not supplied by the Company.  Any installation, maintenance, repair, service, relocation or alteration to or of, or other tampering with, the products performed by any person or entity other than Seller without Seller’s prior written approval, or any use of replacement parts not supplied by Seller, shall immediately void and cancel all warranties with respect to the affected products.

THE FOREGOING WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER IN CONNECTION WITH THE SERVICES PERFORMED AND PRODUCTS PROVIDED HEREUNDER, AND ARE IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY SELLER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. 

INSURANCE - Seller agrees to maintain the following insurance during the term of the Agreement with limits not exceeding the stated amounts:  (a) Comprehensive General Liability insurance covering bodily injury and property damage with a limit of $1,000,000 per occurrence and $2,000,000 general aggregate, (b) Statutory workers' compensation and employer's liability insurance for a limit of $1,000,000 per occurrence, (c) Automobile liability covering bodily injury and property damage with a combined single limit of $1,000,000 per occurrence and (d) Excess/Umbrella Liability Insurance with a limit of $1,000,000 per occurrence and $2,000,000 general aggregate. Seller’s CGL insurance policy shall have a per location/per project aggregate of $2,000,000 subject to a $10,000,000 general aggregate. No policy will name other parties as additional insured or include a waiver of subrogation rights. If requested by Buyer, certificates of insurance shall be furnished from its carrier evidencing the foregoing coverages.

INDEMNIFICATION –  Seller indemnifies Buyer against liability or loss incurred by the Buyer for bodily injury or property damage to the extent caused directly by the negligence of, or breach of contract by Seller during the performance of the work, but not to the extent that the loss or liability was caused by others. (Indemnification by Seller is  not applicable to monitoring contracts.)

PROJECT DELAYS - A party will not be in breach of this contract or be liable to the other party if it fails to perform or delays the performance of an obligation as a result of an event beyond its reasonable control, including, but not limited to, strikes, industrial disputes, fire, flood, act of God, war, insurrection, vandalism, sabotage, invasion, riot, national emergency, piracy, hijack, acts of terrorism, embargoes or restraints, extreme weather or traffic conditions, temporary closure of roads, legislation, regulation, order or other act of any government or governmental agency.
Notwithstanding anything else in this Agreement, neither party shall be liable for any indirect, liquidated, consequential, special or economic loss, cost liability, damage or expenses howsoever arising.

DELIVERY – Shipping, service, and installation dates are estimates only, and Seller in no way guarantees that ordered goods and/or services will be delivered in accordance with estimated schedules. Without limiting the generality of the foregoing, Seller may delay delivery without any liability thereof as a result of any delay caused by events outside Seller’s reasonable control that would in any way impair Seller’s ability to deliver the goods and/or services in the quantities ordered at the prices quoted. If delivery is thus delayed for more than 60 days, either Buyer or Seller may (by notice) cancel an order without liability thereof with respect to any goods and/or services remaining undelivered, provided that the remaining provisions of this contract shall remain unaffected.  Unless otherwise specified, the price of the goods and/or services sold is F.O.B. Origin.

CANCELLATIONS; DEFERRED ORDERS; STORAGE – Orders may be cancelled by Buyer prior to delivery by at least 45 days prior notice, subject to a cancellation charge as determined by Seller in its sole discretion. Orders may be deferred or modified prior to delivery by at least 45 days prior notice, subject to such revision in price or charge for work already in progress as may be determined by Seller in its sole discretion. In addition, Seller may place in storage goods for which (a) an order has been deferred by the Buyer or (b) shipment is delayed by Buyer’s inability or unwillingness to receive the goods. Such storage by the Seller shall be for Buyer’s account at Buyer’s expense and the goods so stored shall be at Buyer’s risk while stored,

RETURNS – Buyer may return any goods purchased which are standard merchandise provided Buyer has first obtained the written consent of the Seller: (a) a request for return must include the original Purchase Order Number, Lane Fire & Safety Job Number and/or Invoice Number, stock number, and a complete description of item(s) to be returned and reason for return; (b) return transportation charges must be prepaid or will be deducted from any credit for the returned goods; (c) all returned goods must be in first class suitable condition when received by Seller or the cost of reconditioning such goods will be deducted from any credit for same; (d) standard handling charge of twenty percent (20%) of invoice price will be deducted from any credit. Special or non-standard merchandise is not returnable. Nozzles, which are manufactured for each individual job, are not returnable and no credit will be issued for same.

LIMITATION OF LIABILITY - To the extent permitted by law, the aggregate liability of Seller hereunder, will be limited in contract, tort (including negligence) or otherwise to one times the contract value. The foregoing limitation does not limit the liability of Seller for any injury to, or death of a person, caused by the gross negligence of Seller.

MONITORING SERVICES – It is understood and agreed that if alarm monitoring services are included hereunder, such services shall be provided in accordance with a separate alarm monitoring agreement. It is further understood and agreed in the event such alarm monitoring services are provided by a third party alarm monitoring company, all indemnification, insurance and limitation of liability provisions set forth in the alarm monitoring agreement shall apply equally to the benefit of Seller and the alarm monitoring company.
NON-WAIVER – Failure by either party to exercise any of its rights under this contract upon one occasion shall not be a waiver of its right to exercise the same rights on another occasion.
SEVERABILITY – All provisions herein are severable and unenforceability of any one provision shall not affect the validity of any other provision hereof.