Below please find a copy of the latest "Sales Agreement" from Today's Integration, Incorporated.
Legal Agreement – Condensed Terms and Conditions of Sale
The following agreement consists of the “Condensed Terms and Conditions of Sale” and is a substantially shorter version of the “Security Systems Sales Agreement”. The spirit of the agreement is contained herein however a complete copy of the “Security Systems Sales Agreement” is hereby agreed too and available via www.todaysintegration.com/agreement.html. Customers should review the “Security Systems Sales Agreement”. The “Security Systems Sales Agreement” has specific indemnification for Today's Integration, Inc. and more specifically outlines limits of liability and outlines some customer obligations to assuring an ongoing operational security and or security related system. Our intent with the shorter version is not to omit or limit information to our customer but to simplify a single page overview of terms and conditions in a type size that is readable for our customer and not a blur of unreadable paragraphs. Please feel free to request a printed copy or download a current version of the “Security Systems Sales Agreement”.
Remember you have 72 hours after agreement to cancel any agreement for security services at no cost to you. That is Texas State Law.
TEXAS PROPERTY CODE NOTICE REQUIREMENT. This contract is subject to Chapter 27 of the Texas Property Code. The provisions of that chapter may affect your right to recover damages arising from the performance of this contract. If you have a complaint concerning a construction defect arising from the performance of this contract and that defect has not been corrected through normal warranty service, you must provide the notice required by Chapter 27 of the Texas Property Code to the contractor by certified mail, return receipt requested, not later than the 60th day before the date you file suit to recover damages in a court of law or initiate arbitration. The notice must refer to Chapter 27 of the Texas Property Code and must describe the construction defect. If requested by the contractor, you must provide the contractor an opportunity to inspect and cure the defect as provided by Section 27.004 of the Texas Property Code.
Delivery: Customer understands and agrees that transfer of ownership of any component or services occurs upon those components or services arriving on customer’s premises. Today's Integration, Inc. shall not be responsible for what other contractors or any other person does to these components or services while being installed.
Surveillance Devices: Customer understands that these devices are installed with the intention of securing and lawfully monitoring the customer’s own property. These devices should never be used to impede upon persons privacy or rights under law. It is unlawful in Texas to record audio of person(s) without their knowledge. The state has permitted a valid defense against unlawful recordings that the persons being recorded have been warned that recording devices are in place. You should always post that audio and video recordings are being conducted at you home or place of business where they apply. Today’s Integration, Inc. shall not install any surveillance equipment without this understanding. Today's Integration, Inc. shall not be liable for your unlawful use of installed equipment. We want you and your property protected but we don not want our installations used for unlawful purposes. We want to make sure you understand these laws exist for your protection.
Warranty: No warranties expressed or implied are valid unless listed herein. Today’s Integration, Inc. shall warranty all labor against defect for 90 days. All hardware is warranted for one year provided that hardware was supplied by Today’s Integration, Inc. In cases where the client has supplied the hardware to be installed or integrated or the client has special ordered the device/equipment outside of Today’s Integration, Inc., the client assumes responsibility for handling any warranty or liability claim with whom they obtained such devices or equipment. Today’s Integration, Inc. shall follow manufacturer specifications for installation processes where they are available. In some cases client may request equipment be integrated with other equipment or systems not originally intended or approved by the manufacturer. In these cases, client assumes responsibility for those modifications or extension to the equipments’ original design or implementation. Today’s Integration, Inc. shall not warranty any work or modification by other persons, nor shall Today’s Integration, Inc. warranty any service or equipment that has been modified from its original installation and or configuration. Any corrections to the actions of others may be at additional charge.
Installation: Until such time as Buyer has paid the full agreed purchase price, Today’s Integration, Inc. hereby retains and client hereby grants a purchase money security interest in the equipment installed. In connection therewith, Client agrees to execute all instruments (including financing statements) deemed necessary by Today’s Integration, Inc. under applicable law to establish, maintain and continue perfected Seller's purchase money security interest in the equipment or otherwise protect its rights in and to said equipment. All equipment and services from Today's Integration, Inc. shall remain property of Today's Integration, Inc. until paid in full. Failure to pay in full grants Today's Integration, Inc. the right to repossess any and all equipment supplied, such repossession does not relinquish the customer’s obligation to pay for all services performed including repossession of supplied equipment. Installation may require sheetrock or other wall, ceiling or structure modifications, the need to change these surfaces are understood, changes made after or during installation shall not require Today’s Integration, Inc. to perform any repairs from such prior mounting. Today’s Integration, Inc. shall not be liable for damage caused by others or their improper work.
Service: Service calls that qualify under the warranty period and conditions shall be at no charge to the customer and shall be scheduled according to availability and priority. Service calls for equipment or services not under warranty including calls where client does not provide access or is a “no show” shall be subject to the then posted service call rates. Service calls will be scheduled with the client with every intent to arrive at the designated location and time as agreed, Today’s Integration, Inc. can not be responsible for delays outside of our control. Where schedule changes or delays do occur outside of our control, Today’s Integration, Inc. shall not be responsible for any benefit or discount of equipment or services. Any equipment or service to be replaced or performed under warranty shall be performed with equipment and services as designated by Today's Integration, Inc. Today's Integration, Inc. is not bound to replace used or damaged equipment with new equipment.
Alarm Systems: The customer is required to test their alarm system monthly to assure no issues have occurred since installation. Batteries in wireless devices diminish over time, furniture, inventory and other items are moved in front of motion sensors and glass break sensors which inadvertently change the devices environment thus diminishing their effectiveness as installed. If you require testing instructions, contact Today's Integration, Inc. via phone or web site for instructions. Today's Integration, Inc. shall not be responsible for issues that arise as the result of any equipment or the equipment’s surroundings being modified.
Liability: Today’s Integration, Inc. shall obtain, install and configure equipment according to legal standards and manufacturers recommendations. Where client requests equipment be installed or integrated in any other way, which process will be evaluated to assure no violation of law occurs, client assumes all legal liability and responsibility as to its configuration and use. Today’s Integration, Inc. shall not be liable for any actions by any persons outside of our control. The installation, configuration and service of security related equipment in no ways assures any level of “security” against the actions of others. Today’s Integration, Inc. can not stop people from breaking the law, only try to deter their attempts and monitor or record the actions of persons who do commit offenses against security. Today’s Integration, Inc. can not assure 100% availability of any devices and shall not be liable for damages or thefts during such failure. Devices fail, electronics falter, acts of nature damage equipment and people intentionally damage equipment to further commission of crimes. Today’s Integration, Inc. can not fore see these instances and therefore can not prevent or stop them. Today’s Integration, Inc. shall not be liable for any alterations to any equipment, installation or configurations by any other person. The Products sold by Today’s Integration, Inc. are not intended or authorized for use with any medical, life saving or life sustaining systems, nuclear facilities or for any other application in which failure of the products could create a situation where personal injury or death may occur. Today’s Integration, Inc. shall not be responsible for any issues of loss or damage of any data or non tangible property on any computers, networks or electronics equipment of any kind. It is presumed that customer has made regular backups of any and all data as a part of a regular safety assurance program for their data and non tangible property.
Venue: This Agreement shall be governed, enforced and construed by the laws of the State of Texas. Customer acknowledges that Texas courts shall have exclusive jurisdiction to litigate any dispute between Customer and Today’s Integration, Inc. and any and all litigation shall be instituted and litigated in the courts of Harris County, State of Texas. Customer waives any right to change of venue or change of jurisdiction and hereby submits to and acknowledges the jurisdiction of any such court, state or federal as provided herein. By signing this quote, order, work order, service order, invoice or monitoring agreement you agree to the terms and conditions listed there and herein. Please request or download a copy of the Today's Integration, Inc. “Security Systems Sales Agreement” for complete terms and conditions of sale.
SECURITY SYSTEM SALES AGREEMENT
This Agreement dated [Delivery Date] is between Today’s Integration, Inc. (“Company”), and, (“Customer”), Account # [Customer ID].
Company agrees to install the Security Components (“Detection System”) described in the Today’s Integration, Inc. Original Document #: QUOTE/PROPOSAL #[Document Number] As consideration, Customer agrees to pay Company as outlined in this Document. Terms of payment are [Payment Term] as broken down next to “Total”. Company understands “Change Orders” may apply and Customer agrees those change orders upon signing are apart of and added to this agreement to be invoiced.
1. PURCHASE. Company acknowledges receipt of $[Number 1] to be applied toward Original Documents invoiced value. The balance of the purchase price shall be due and payable upon installation of the Security Components, unless otherwise specified as set forth in Original Document.
2. LIMITATION OF LIABILITY. Customer understands that security systems are available from other companies, and agrees that Company and Customer do not have a disparity of bargaining power. Company would not offer the Detection System at the price provided herein without the limitation of liability of this paragraph. All charges and fees herein are based upon the cost of the Detection System and the services set forth herein, taking into account this limitation of liability, and are unrelated to the values of Customer’s property or the property of others which may be located upon Customer’s premises. Customer agrees that if any loss or damage should result from the failure of the Detection System, or any component therein, or from improper installation, maintenance or repair of the Detection System, whether within the warranty period or otherwise, or failure of a monitoring service, or in the event of the SOLE, JOINT, OR CONCURRENT negligence of Company, Company’s maximum liability, if any, for such damages shall be $500.00. Under no circumstances shall Company be liable to Customer or any other person for incidental or consequential damages of any nature in excess of Company’s maximum liability described above, including without limitation, damages to property, loss of property or revenue, or cost of replacement goods, however, occasioned and whether alleged to result from Company’s breach of warranty, SOLE, JOINT, OR CONCURRENT negligence, through strict liability, in tort, under statute or otherwise. (Note: some states do not allow exclusion or limitations of incidental or consequential damages, so that above limit may not apply).
3. PERFORMANCE OF THE DETECTION SYSTEM. The Today's Integration, Inc. Detection System assists in detecting fires, burglaries and/or intrusions at the installed location. The Detection System does not assure that all fires, burglaries and/or intrusions will be detected under all circumstances and conditions, and Company does not represent that it is impossible to defeat the system. Customer acknowledges that Customer has been advised that there are various types of equipment and variations of alarm systems and components and installation configurations which may be more thorough or provide better protection, including, but without limitation, long range radio monitoring or cellular transmission. Customer has selected the more limited equipment and system described in the Today’s Integration, Inc. Sales Order.
Company assumes no responsibility for interruptions in service caused by failure of communication equipment or processes or the telephone numbers Company or a monitoring service is authorized to call. Company does not promise or guarantee that police or fire departments and/or private response services will respond to Detection System calls, either now or in the future. Customer understands COMPANY IS NOT AN INSURER, and that insurance, if desired, must be obtained by Customer.
4. INSTALLATION. Company will make reasonable efforts to install the Security Components as provided herein, but will not be liable for consequential damages, including without limitation those resulting from delays or failure to complete installation caused by acts of God, government, labor difficulties, failure of transportation, and any or all other causes, whether or not such causes are beyond the control of Company. Customer will permit or arrange for access to the Premises for Company’s installation and maintenance personnel. Customer will provide adequate space for the Security Components and insure that light and an adequate power source are available.
5. WARRANTIES AND SERVICE. Company warrants the labor associated with the installation Detection System for a period of ninety days from the date of installation. Warranties of components in the Detection System may be supplied by their manufacturers or other distributors. Company will cause any such manufacturer’s warranties up to one year to be available to Customer. Except for the limited warranty for labor contained above, Company does not offer separate warranties and, therefore, Company disclaims all express or implied warranties (including, without limitation, warranties of merchantability or fitness for a particular purpose) and disclaims any agreements, representations, affirmations or warranties, whether oral or written, made by any agent, employee, or representative of Company unless and except as specifically stated in a separate written product warranty issued by Company. If any models, samples, technical literature, illustrations, catalogues or other documents have been shown to Customer, they shall not give rise to any express or implied warranty by Company. While Company personnel may make suggestions or recommendations, no warranty is given with respect to same. This limited warranty shall not cover damage or loss resulting from: fire, smoke, flood, storms or other casualties, electrical malfunctions, accidents, acts of God, or from alterations, misuse, misunderstanding of the benefits or use of such system or components or abuse of the Detection System or damages caused by or from: (a) Customer’s failure to secure any door, window, of other point protected by Detection System; (b) Customer’s failure to observe any operating instructions supplied by Company or manufacturer of Detection System components; (c) Customer’s failure to test the Detection System regularly and/or clean system components as necessary; (d) malfunction of household wiring and/or telephone, computer, or communications equipment or lines; (e) Customer’s failure to maintain a current alarm permit and/or failure to maintain a current Customer Emergency Information Schedule; and (f) the failure or refusal of any private response service or municipal authority to dispatch upon receiving notification of an alarm.
This limited warranty extends only to the original purchaser of the Detection System and is subject to the limitation of liability contained in Paragraph 2 above. Subsequent purchasers are not covered by this warranty. In the event of a covered defect in the installation of the Detection System during the warranty period, Company will remedy the defect if it can be reasonably remedied, without charge to the purchaser. Should Company determine that it cannot remedy the defect, Company may at its option, remove the Detection System (excluding wiring in walls or elsewhere which is not normally visible) and terminate this Agreement and any monitoring agreement to which Customer and Company are parties and refund the purchase price and unused monitoring fees, Customer shall have no further rights hereunder. To obtain performance of any obligation under this limited warranty, Customer must give Company a specific written description of the defects. Additional warranty information may be obtained without charge by contacting Company at the address stated at the top of this Agreement. This warranty gives you specific legal rights. You may also have other rights that vary from state to state.
Company may make repair and maintenance service available for the Detection System, including under a manufacturer’s warranty. Labor required at times other than Company’s normal service hours shall be charged at 1.5 times the normal rate. Customer shall be responsible for excess labor charges in such circumstances if not covered by a manufacturer’s warranty. No warranty is to be given with respect to any repair or maintenance except as stated in a written warranty given at the time such repair or maintenance is performed, however, any such repair or maintenance service is subject to the limitation of liability contained in Paragraph 2 above.
No salesman or other representative of Company is authorized to alter or modify this limited warranty in any respect whatsoever, and no such alteration or modification shall be binding on Company unless set forth in writing and signed by the president of Company.
6. LIMITATION OF ACTIONS. Any claim or cause of action which may arise in favor of Customer against Company under this agreement or otherwise, must be asserted by Customer within two (2) years and one day of the date such claim or cause of action accrues.
7. USE, OPERATION AND TESTING. Customer agrees to use due care in the handling and operation of the Detection System and Customer agrees to operate the Detection System during any applicable warranty period provided for herein according to the instructions of Company and will not alter or permit alteration of the Detection System in any manner. Customer agrees to read the instructional materials provided by Company and to properly learn to use and test the alarm system. Customer further acknowledges that there may be more than one means to install given equipment and therefore discrepancies may exist between the operating instructions given by Company and/or those which may have been printed by component manufacturer. Customer agrees to contact Company to ascertain proper or optimum means to operate and test the Detection System. Customer agrees to test the Detection System thoroughly and all functions weekly and to bring any malfunctions to the attention of Company.
8. NO SUBROGATION. If Customer desires that Company assume a greater liability or responsibility then set forth herein to either Customer or Customer’s insurance carrier by way of subrogation, then an additional price must be quoted and paid. Customer does hereby for Customer, Customer’s or property owner’s insurance carrier, and all parties claiming by, through or under them, release and discharge Company from and against all hazards covered by such insurance. It being expressly understood and agreed that no insurance company or insurer will have any right of subrogation against Company. In the event any person shall file any claim against Company for any reason whatsoever, including, but not limited to, the installation, maintenance, operation, non-operation or monitoring of the alarm system(s), Customer agrees to indemnify, defend and hold Company harmless from any and all claims including, but not limited to, the damages, expenses, costs and attorney’s fees.
9. INDEMNITY. Customer agrees to indemnify and hold harmless Company, its successors and assigns, and its agents and employees from and against any and all persons or entities including customer’s insurance carrier for all claims, loss, damage, suit or liability involving damage to or destruction of property, personal injury to or death of any person or persons, or economic loss arising from the installation, use, service, operation, failure to operate, malfunction or the presence or use of such monitoring of the alarm system whether or not such loss, injury or death is occasioned by the sole, joint or concurrent negligence of Company or its subcontractors. This indemnity extends to whatever claim may be asserted, whether by statute, constitution or common law, including but not limited to the Deceptive Trade Practices Act, breach of contract, negligent misrepresentation, negligence, gross negligence, warranty, fraud or products liability.
10. SECURITY AGREEMENT. Customer herby grants Company a security interest in the Security Components and the Detection System to secure the obligations due Company, including those due under Paragraph 1 hereof. In the event that Customer fails to make such payments within fifteen (15) days after the same are due and payable, or if Customer shall become insolvent, bankrupt or if reorganization proceedings shall be instituted by or against Customer, or if Customer shall sell, lend, sublet, bargain or convey to another the Security Components or any part of the Detection System or any rights thereto, then upon the occurrence of any of the above events, Company shall have a right to exercise any one or more of the following remedies: (a) to declare the entire amount due under Paragraph 1 immediately due and payable without notice or demand to Customer; (b) to sue for and recover all sums due, plus collection costs including reasonable attorneys fees and court costs; (c) to take possession of and remove the Security Components, without demand or notice, wherever same may be located without any court order or other process of law; (d) to terminate this Agreement; (e) to pursue any other remedy of law or in equity; and/or (f) in addition, proceed to exercise one or more of the rights recorded by the Uniform Commercial Code as adopted by the State of Texas. Customer hereby waives any and all damages occasioned by such taking of possession. The taking of possession shall not constitute a termination of this Agreement with respect to Customer’s duty to pay all costs due and owning unless Company expressly so notifies Customer in writing.
11. LIQUIDATED DAMAGES. Subject to any statutory right to rescind, if applicable, Customer refuses to permit Company to install the equipment or notifies Company after the execution of the Agreement of its refusal to accept such installation, Customer will pay Company liquidated damages in the amount of ten percent (10%) of the purchase price as stated in Paragraph 1 of this Agreement.
12. MOVING OF EQUIPMENT. Company will, if requested by Customer, rearrange or relocate the Security Components on the premises. Customer agrees to pay for labor and materials necessary for any such rearrangement or relocation at Company’s then prevailing rates for similar services and materials in the same area. Customer also agrees to bear the cost, if any, of construction changes it desires or that may be necessary to accommodate the Security Components.
13. ARBITRATION. All claims, disputes, controversies or other matters arising out of, or related to this Agreement, or any party’s performance or non-performance under this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the award rendered by the arbitrators shall be fined and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction thereof. The arbitrators may award only actual damages and shall have no authority to award punitive damages, except to the extent that applicable law prohibits waiver of such damages. Each party hereto agrees to keep all disputes and arbitration proceedings strictly confidential, except for disclosures required by applicable law.
14. TEXAS PROPERTY CODE NOTICE REQUIREMENT. This contract is subject to Chapter 27 of the Texas Property Code. The provisions of that chapter may affect your right to recover damages arising from the performance of this contract. If you have a complaint concerning a construction defect arising from the performance of this contract and that defect has not been corrected through normal warranty service, you must provide the notice required by Chapter 27 of the Texas Property Code to the contractor by certified mail, return receipt requested, not later than the 60th day before the date you file suit to recover damages in a court of law or initiate arbitration. The notice must refer to Chapter 27 of the Texas Property Code and must describe the construction defect. If requested by the contractor, you must provide the contractor an opportunity to inspect and cure the defect as provided by Section 27.004 of the Texas Property Code.
15. VALIDITY. If any provisions of this Agreement are in conflict with any statute or rule of law, or any state or territory wherein it may be sought to be enforced, then such provisions will be deemed null and void to the extent that they may conflict with such a statute or rule of law, but without invalidating the remaining provisions of this Agreement. Customer and Company acknowledge that all of the provisions of this Agreement were negotiated jointly by Customer and Company, and in the event that it is later determined by a court that this Agreement is ambiguous, Customer acknowledges that the rule of law construing ambiguities against the party drafting the Agreement is inapplicable. If one or more of the provisions to this Agreement shall for any reason be held to be invalid, the Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
16. ACKNOWLEDGEMENT. Customer acknowledges that Customer has read this Agreement, understands it, and agrees to be bound by its terms. Customer further agrees that pages 1 through 7 of this Agreement, including Sales Order, Quote or Invoice attached hereto and made a part hereof, contain the entire agreement between the parties. No modifications shall be given effect unless in writing and signed by the parties. All previous and contemporaneous agreements, representations, warranties, promises and conditions relating to the subject matter of this Agreement are superseded by this Agreement.
EXECUTED in duplicate as of the date first above written.