Sales Terms and Conditions
Systec LTD of Wisconsin, Inc.
Sales Terms & Conditions
ACCEPTANCE – Acceptance of these terms and conditions is made through the acceptance of the proposal, receipt of materials and / or payment of invoice, whether in whole or in part, related to the work or products described. Customer agrees to purchase the equipment and / or services identified by the sales proposal and to all of the terms and conditions of this agreement. Systec LTD of Wisconsin, Inc. (hereinafter referred to as “Systec LTD”) agrees to provide the services specified herein; sell, install, service and instruct Customer in the proper use of the electronic system provided by Systec LTD at the Customer’s premise. All dealer programming of the electronic system(s) remain the property of Systec LTD.
ALARM MONITORING SERVICES Alarm monitoring services are performed pursuant to the terms and conditions of Systec LTD.
ASSIGNMENT Any assignment of this Contract by Customer without the written consent of Systec LTD shall be void. Systec LTD may assign to its subsidiaries and affiliates or others.
CHANGES, ALTERATIONS, ADDITIONS Changes, alterations and additions to the plans, specifications, or construction schedule for a Contract shall be invalid unless approved in writing by Systec LTD. For any such changes approved by Systec LTD in this manner, which will increase or decrease the cost and expense of work to Systec LTD, there shall be a corresponding increase or decrease in the Contract price herein provided. The value of additional work shall be agreed upon prior to the performance of said work. However, if no agreement is reached prior to the performance of additional work approved in the manner herein described, and Systec LTD elects to continue performance so as to avoid delays, then the estimate of Systec LTD Estimating Department as to the value of the work shall be deemed accepted by the Customer.
CODE COMPLIANCE Systec LTD does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in the Scope of Work. Customer acknowledges that the Authority Having Jurisdiction may establish additional requirements for compliance with local codes.
CONTRACTUAL LIMITATION PERIOD Customer expressly agrees that any claim, lawsuit, or cause of action, whether in contract, tort or other legal theory, relating in any way and/or arising out of Systec LTD’s services and/ or materials provided to Customer, its subsidiaries and/or its insurers, must be filed no more than one (1) year from the date the alleged damage(s) occurs, that is the subject of the claim, lawsuit and/or cause of action. Customer expressly waives any statutory and/or common law limitation period to the contrary.
CUSTOMER’S RESPONSIBILITIES: Customer is solely responsible for any false alarm fines, permits and fees, and any other municipal assessments related to the electronic system and shall promptly on demand reimburse and indemnify Systec LTD for any such expenses. Should Systec LTD be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Customer agrees to pay Systec LTD for such service or material. Customer or others should not tamper with, disturb, injure, remove, relocate, or interfere with electronic system or allow anyone else to do so. Customer accounts are protected by a password for privacy and security. Customer needs to take all appropriate actions possible to prevent unauthorized access to the Customer’s account and personal information including but not limited to limiting access to any phone, computer, tablet or browser used to access Customer account information and by signing off after you have finished accessing your system and/or account information. Systec LTD is not and will not be held responsible for any actions taken by persons with valid account passwords or credentials. It is the Customer’s responsibility to change all customer passwords and other credentials, and notify Systec LTD immediately, if there is any suspicion or proof that such passwords or other credentials have been accessed, copied, or used by unauthorized parties. Customer agrees to furnish, at Customer’s expense, all AC power, electrical outlets and receptacles, telephone hook-ups or high speed internet connections, telephone numbers or IP Address, as deemed necessary by Systec LTD for the proper installation and service of the electronic system. Customer acknowledges that using a Voice over Internet (VoIP) or digital telephone service can prevent telephone line seizure and prevent alarm signal transmission. Customer also acknowledges that interruptions in 3rd party telephone, internet, or cellular communication services will prevent alarm signals transmission.
DEFAULT In case of any default by Customer, Systec LTD may declare the Contract price or all unpaid installments thereof to be immediately due and payable (whether or not said work shall have been completed) or may enter Customer’s premises and remove all or any portion of materials provided by Systec LTD. All such remedies of Systec LTD are cumulative and not exclusive. Default by Customer shall consist of failure to pay any installment of price when due, no demand being necessary, or any act or omission on the part of Customer whereby Systec LTD is prevented from completing said installation, or receivership, bankruptcy, assignment for the benefit of creditors or any other form of insolvency proceedings by or against Customer or in case said premises or said system shall be attached, liened or seized by process of law and such attachment or lien shall not be vacated or seizure terminated with ten (10) days after its occurrence.
DELAYS Systec LTD shall not be liable for any damage or penalty for delays in work due to acts of God, acts of omissions of the Customer, acts of civil or military authorities, government regulations or priorities, fires, floods, epidemics, quarantine restrictions, war, riots, strikes, differences with workmen, accidents to machinery, inability to obtain necessary labor, materials or manufacturing facilities, delay in transportation, defaults of Systec LTD subcontractors, failure or delay in furnishing correct or complete information by Customer with respect to location or other details of work to be performed hereunder, impossibility, or impracticability of performance or any other cause or causes beyond the control of Systec LTD, whether or not similar to the foregoing in the event of any delay caused as aforesaid, the completion shall be extended for a period equal to any such delay and this Contract shall not be void or voidable as a result of any such delay. In case work is temporarily discontinued by reason of any of the foregoing all unpaid installments of the Contract price less an amount equal to the value of material and labor not furnished shall be due and payable upon receipt of invoice.
ENTIRE CONTRACT The parties intend these general terms and conditions together with any scope of work, proposal or quotation attached hereto (collectively the “Contract”) to be the final, complete and exclusive expression of their Contract and the terms and conditions thereof. No changes or additions hereto shall be binding upon Systec LTD unless in writing and signed by an officer of Systec LTD. Any terms or conditions of Customer’s order different, inconsistent herewith or in addition hereto shall be of no force and effect and are hereby expressly rejected and, Customer’s order shall be governed only by the Contract. A definite and seasonable expression of acceptance or a written confirmation which is sent to Systec LTD within the time specified in the Customer’s order operates as an acceptance of the terms specified herein. Every agreement or other undertaking by Systec LTD is expressly conditioned on Customer’s assent to the terms contained herein. Systec LTD assumes no liability except as expressly provided herein. Additional proposals or scope of work provided by Systec LTD to Customer shall be covered by this Contract unless and until Systec LTD and Customer execute a new contract in writing expressly superseding this Contract.
EXCLUSIVE LIMITED WARRANTY Systec LTD warrants that any new equipment provided by Systec LTD under this Contract will be free from defects in material and workmanship arising from normal usage for a period of 1 year from delivery of said equipment, or, if installed by Systec LTD, for 1 year from installation. Systec LTD reserves the right to substitute materials of equal quality at the time of replacement, or to use reconditioned parts in fulfillment of this warranty. Systec LTD’s warranty does not include; batteries, reprogramming, acts of God, accident, fire, flood, lightning, earthquake, explosion, riots, wars, strikes, unusual severe weather conditions, lack of adequate transportation, power failure, network failure, communication failure, wireless interference, hacking, quarantine restrictions, freight embargoes, orders or requests of governmental or judicial authority or any other cause beyond reasonable control of Systec LTD. Systec LTD’s warranty of products and services only covers equipment both sold and installed by Systec LTD. All warranties become null and void if there is an attempted or unauthorized repair, tampering, modification, or improper installation by anyone other than Systec LTD. Systec LTD shall not be liable for consequential damages. All new parts as recorded on the face of the work order or invoice are warranted for a period of 30 days, or longer, if the manufacturer’s specific warranty provides additional time. If a new part installed by Systec LTD fails within 30 days of installation, Systec LTD shall furnish a replacement part free of charge. Parts furnished with a manufacturer’s specific warranty shall be furnished in accordance with the specific warranty. Systec LTD will charge for labor to repair or replace parts unless the labor is necessary to correct a repair previously made by Systec LTD within 30 days of the date of the original repair. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SYSTEC LTD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AS TO ANY SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT WHICH ARE FURNISHED BY SYSTEC LTD.
No premise not contained herein or affirmation of fact made by an employee, agent or representative of Systec LTD shall constitute a warranty by Systec LTD or give rise to any liability or obligation. Any repairs, adjustments or connections performed by Customer or any third party shall void all warranties. Systec LTD liability to Customer for personal injury, death or property damage arising from performance under these terms and conditions shall be limited to an amount not to exceed one (1) year’s Contract price.
HAZARDOUS CONDITIONS Customer represent to the best of Customer’s knowledge that no hazardous conditions such as risk of infectious disease, MIC, need for air monitoring, respiratory protection, or other medical risk, asbestos, asbestos containing material or other potentially toxic or otherwise hazardous material are contained in or on the surface of the floors, walls, ceiling, insulation or other structural components of the area of any building where work is required to be performed under this Contract. If hazardous conditions are encountered by Systec LTD during the course of Systec LTD work, Systec LTD shall 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 shall pay disruption and re- mobilization expenses as determined by the Systec LTD. All hazardous materials shall at all times remain the responsibility and property of Customer. Customer shall not be responsible for the testing, removal or disposal of such hazardous materials.
INDEMNIFICATION Customer agrees to indemnify, hold harmless, defend, and release Systec LTD from liability and shall reimburse Systec LTD for any liabilities, damages, losses or expenses (including but not limited to reasonable attorneys’ fees, expert fees, costs and litigation costs), injuries, claims, suits, judgments, and causes of action incurred by Systec LTD in connection with any claims, suits, judgments and causes of action which relate to the products or services Systec LTD provides. This indemnity includes claims brought by any third party, including, without limitation, Customer’s insurance company, whether the claim arises under contract, warranty, tort, or any other theory of liability.
INCIDENTIAL LOSSES All loss or damage from any cause to the materials, tools, equipment, work or workmen of Systec LTD or its agents or subcontractors while in or about the premises of the Customer shall be borne and paid for by the Customer, except in the event that such loss or damage results from the sole negligence of Systec LTD.
INTEGRATION This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.
LAW AND JURISDICTION This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Wisconsin applicable to agreements made and to be performed entirely within such state, without regard to such state’s conflict of laws rules. Systec LTD and Customer agree that any action brought by any party shall be brought and resolved exclusively by the state and federal courts located in Waukesha County, Wisconsin, and the courts to which an appeal therefrom may be taken, provided that any party shall have the right, to the extent permitted by applicable law, to proceed against any other party or its property in any other location to the extent necessary for the enforcing party to enforce a judgment or other court order or arbitral award. Each of the parties hereby consents to the jurisdiction of such courts and waives all questions of jurisdiction and venue. The parties agree that either or both of them may file a copy of this Section with any court as written evidence of the knowing, voluntary and bargained Agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Legal process in any proceeding may be served on any party anywhere in the world.
INSPECTIONS: When fire test and inspection services are performed, such inspection shall be completed on Systec LTD’s current inspection form which shall be given to Customer, and, where applicable, Systec LTD may submit a copy thereof to the local Authority Having Jurisdiction. If recommendations are made by Systec LTD, they are only advisory in nature and are intended to assist Customer in reducing the risk of loss of life and property by indicating obvious deficiencies, defects or impairments noted on the system, system design and equipment tested and/or inspected. The Customer is responsible for the condition and operation of the system, equipment, and components. If upon inspection, Systec LTD determines that repairs are recommended, then repair charges will be submitted for approval prior to any work. Should such repair work be declined, Systec LTD shall be relieved from any and all liability arising therefrom.
LIEN LAWS (Wisconsin only) As required by the Wisconsin construction lien law, claimant hereby notifies owner that persons or companies performing, furnishing or procuring labor, services, material, plans, or specifications for the construction on owner’s land may have lien rights on owner’s land and buildings if not paid. Those entitled to lien rights, in addition to the claimant, are those who contract directly with the owner or those who give the owner notice within sixty (60) days after they first perform, furnish, or procure labor, services, materials, plans or specifications for the construction. Accordingly, owner probably will receive notices from those who perform, furnish, or procure labor, services, materials, plans, or specifications for the construction, and should give a copy of each notice received to the mortgage lender, if any. Claimant agrees to cooperate with the owner and the owner’s lender, if any, to see that all potential lien claimants are duly paid.
LEGAL ACTION: In the event Systec LTD institutes legal action to recover any amounts owed by Customer to Systec LTD hereunder, the parties agree that the amount to be recovered, and any judgment to be entered, shall include interest at the rate of 1 1/2% per month from the date payment is due. Should Systec LTD prevail in any litigation between the parties, Customer shall pay Systec LTD’s legal fees. The parties waive trial by jury in any action between them. In any action commenced by Systec LTD against Customer, Customer shall not be permitted to interpose any counterclaim. Any action by Customer against Systec LTD must be commenced within one year of the accrual of the cause of action or shall be barred. All actions or proceedings against Systec LTD must be based on the provisions of this agreement. Any other action that Customer may have or bring against Systec LTD in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement.
LEGAL NOTICE For the purpose of any notice permitted or required to be given hereunder, such notice or notices shall be deemed given when received.
LIMITATION OF LIABILITY Systec LTD makes no express or implied guarantee or warranty including any implied warranty of merchantability or fitness for a particular use of purpose of the fire alarm system currently in use on the property, alarm monitoing or that the system will in all cases provide the level of protection for which is / was originally intended. Systec LTD work will not include inspection of sprinkler heads, pipes or other parts of the fire sprinkler system. This inspection/testing is not intended to be a code review, complete system or code compliance evaluation. Therefore, by conducting its inspection Systec LTD does not guarantee or warrant the condition or operation of every part of the fire alarm system. Systec LTD potential liability arising out of its inspection services must be limited. Customer acknowledges that Systec LTD is not an insurer of or against any potential or actual loss or damage to person or property, whether direct, incidental and/or consequential, that may occur in or at the premises. Systec LTD total liability to customer for damages for any claims, losses or damages arising out of or in any way related to any cause whatsoever in relation to this agreement, whether based in contract, tort (including negligence), strict liability, breach of warranty or other cause, shall not exceed $250.00. Notwithstanding the foregoing sentence, under no circumstances shall Systec LTD be liable for any damages for loss of use, interruption of business, lost profits, revenue or opportunity, claims of third parties or for injury to persons or property or for any other special, exemplary, incidental, indirect, punitive, consequential or other damages of any kind or nature. If Systec LTD is found liable for any loss or damage due to its gross negligence, Systec LTD liability shall not exceed $7,500.
MODIFICATIONS AND SUBSTITUTIONS Systec LTD reserves the right to modify material of Systec LTD design sold hereunder and/or the drawings and specifications relating thereto, or to substitute material of later design to fulfill this Contract providing that the modifications or substitutions will not materially affect the performance of the material or lessen in any way the utility of the material to the Customer.
OSHA COMPLIANCE Customer shall indemnify and hold Systec LTD harmless from and against any and all claims, demands, and damages arising in whole or in part from the enforcement of the Occupational Safety Health Act (and any amendments or changes thereto) unless said claims, demands or damages are a direct result of causes within the exclusive control of Systec LTD.
OVERTIME Unless otherwise specified by Systec LTD, all installation work will be performed during regular working hours. If Customer shall require any overtime labor, Customer agrees to reimburse Systec LTD for the overtime premium on the same. If overtime labor is required on an emergency basis, Customer agrees to reimburse Systec LTD for same.
PAYMENT Unless noted otherwise in the proposal, payment application, or invoice, all payments shall be due and payable within thirty (30) days from date of payment application or invoice. A service charge will be charged and added to all payments past due and owed by the Customer under this Contract, and at a rate of 18% per annum or if such rate is prohibited under applicable law, then at such lower rate as is the maximum rate permitted to be contracted for under such applicable law. Customer shall pay any reasonable attorney’s fees incurred in the collection of past due accounts. If the Customer fails to pay all or any portion of the amount due, the Systec LTD may, at its option, terminate the Contract, in which event Systec LTD will be obligated to perform no additional work until paid in full.
PROPOSALS AND CONTRACT Systec LTD proposal or quotation are not subject to cancellation, suspension or reduction in amount except with Systec LTD written consent and upon terms which reimburse Systec LTD for work performed, plus reasonable overhead and profit.
PRICES In addition to the prices specified herein, Customer shall pay for all extra work requested by Customer or made necessary because of incompleteness of or inaccuracy in plans or other information submitted by Customer with respect to location, type or occupancy, or other details of work to be performed hereunder. If the work to be furnished hereunder constitutes an addition to Customer’s existing facilities, prices and delivery and completion dates quoted herein are based on information, if any with respect to layout of such facilities now contained in Systec LTD engineering records. In the event the layout of Customer’s facilities has been altered, or is altered by Customer prior to completion of this Contract, Customer shall advise Systec LTD of any such alterations and prices and delivery and completion dates quoted herein shall be changed by Systec LTD as may be required because of such alterations. Unless prices are stated by Systec LTD in this or other documents forming a part of this Contract, the prices applicable to the extra work performed shall be Systec LTD prices in effect at that time.
REPORTS When inspection and/or test services are selected such inspection and/or test shall be completed on Systec LTD then current inspection form which shall be given to Customer, and, where applicable, Systec LTD may submit a copy thereof to the local Authority Having Jurisdiction. The inspection form and recommendations by Systec LTD 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 on the system and equipment inspected and/or tested. Final responsibility for the condition and operation of the system, equipment and components lies with Customer. The Customer shall promptly notify Systec LTD of any malfunction in the system which comes to Customer’s attention. If upon inspection Systec LTD determines that repairs are recommended repair charges will be submitted for approval prior to any work. Should such repair work be declined Systec LTD shall be relieved from any and all liability arising therefrom.
UNLESS OTHERWISE SPECIFICED IN THIS AGREEMENT, ANY INSPECTION (AND IF SPECIFIED TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INLCUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY SYSTEC LTD TO CUSTOMER. SYSTEC LTD SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURING WHILE SYSTEC LTD 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. THIS CONTRACT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS.
SEVERABILITY If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Agreement shall remain operative and binding on the Parties.
SITE FACILITIES Customer shall furnish all necessary facilities for performance of its work by Systec LTD, adequate space for storage and handling of material, light, water, heat, local telephone, watchman and crane and elevator service, if available, and necessary permits.
SUBCONTRACT SPECIAL SERVICES: Customer agrees that Systec LTD is authorized and permitted to subcontract any services to be provided by Systec LTD to third parties who may be independent of Systec LTD, and that Systec LTD shall not be liable for any loss or damage sustained by Customer by reason of fire or any other cause whatsoever caused by the negligence of third parties and Customer appoints Systec LTD to act as Customer’s agent with respect to such third parties, except that Systec LTD shall not obligate Customer to make any payments to such third parties. Systec LTD shall be permitted to assign this contract and upon such assignment shall have no further obligation hereunder. Customer acknowledges that this agreement, and particularly those paragraphs relating to Systec LTD’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignee, subcontractors and communication centers of Systec LTD.
TERMS AND CONDITIONS/TECHNICAL SPECIFICATIONS The terms and conditions specified herein shall be in addition to those set out in Systec LTD technical specifications and any inconsistencies shall be resolved by Systec LTD authorized representative.
TESTING OF SYSTEM: All parties hereto agree that the electronic system, upon delivery, is in the exclusive possession and control of the Customer. It is the Customer’s sole responsibility to test the operation of the electronic system as recommended by the manufacturer, or at a minimum monthly, and to notify Systec LTD immediately if any equipment is in need of service or repair. Systec LTD shall not be required to service the electronic system unless it has received notice from Customer, and upon such notice, and provided Customer is not in default of this agreement, Systec LTD shall, during the warranty period, service the electronic system to the best of its ability within 48 hours, exclusive of Saturday, Sunday and legal holidays, during the business hours of 8 a.m. and 4 p.m. Customer agrees to test and inspect the electronic system immediately upon completion of installation and to advise Systec LTD in writing or by email within three days after installation of any defect, error or omission in the electronic system, monitoring, or hosted service. In any lawsuit between the parties in which the condition or operation of the electronic system is in issue, the Customer shall be precluded from raising the issue that the electronic system was not operating unless the Customer can produce evidence that Systec LTD received a service request by Customer.
WAIVER OF SUBROGATION In case of any claim or loss, Customer agrees that it is responsible to maintain, and has sufficient insurance coverage to cover any potential claim or loss. Customer further agrees to look to its property and/or general liability insurance carrier for reimbursement. Customer and Systec LTD mutually agree to release one another from any and all claims with respect to any loss covered by (or which should have been covered) the insurance coverages which were required and/or recommended that may be applicable to any property where Systec LTD performs services and/or provides materials for Customer. For purposes of this Section, all deductibles shall be considered insured losses. They further mutually agreed that their respective insurance companies shall have no right of subrogation against the other on account thereof.
Systec LTD of Wisconsin, Inc.
5421 N. 118th Ct.
Milwaukee, WI 53225
414-210-2211
Updated: 12-19-2024