Terms & Conditions | CES Integrated

TERMS AND CONDITIONS FOR SALES AND SERVICES

Communications Electronics Systems LLC. (“CES”) shall provide certain services (the “Services”)
to _______________________ (the “Customer”) (collectively the “Parties” or individually, a
“Party”) as such services may be described on an attached Proposal (the “Proposal”) in
accordance with the terms and conditions described in this Agreement (“Agreement”). To the
extent that any provision of this Agreement conflicts with the provisions of any attached Proposal,
the provisions of this Agreement shall control, except to the extent that a Proposal specifically
states otherwise with respect to a certain term or condition.

1. ORDER ACCEPTANCE. These terms and conditions apply to all Customer orders for
systems sales and services offered by CES; which include, but are not limited to, CCTV,
access control, intercoms, alarms, Code Alert, detection systems, identification systems, and
/ or other related systems. The customer wishes to contract with CES to provide these
products and services on either an “on call” or contract basis to the Customer’s various
systems.

2. PREVIOUS AND NEW INSTALLATIONS. Customer hereby represents that it has
contracted, or may contract with CES for the installation of an electronic security systems or
other services or products or associated equipment at one or more premises owned or
occupied by the Customer; and that the Customer may desire additional continued CES
services for the above.
Upon receipt of a Customer purchase order, singed proposal/agreement or formal notice to
proceed a CES coordinator will be in contact with the Customer to schedule a mutually agreeable
time for any services; which could include the installation of new systems or components.

3. DELIVERY OF DIRECT SALE EQUIPMENT. Services may include the direct sale of
equipment or replacement parts. Dates quoted for equipment are approximate and are based
upon proper receipt of all necessary information, documents, and materials that are required
to be furnished by Customer.
Delivery of products will be by UPS ground unless otherwise specified. Overnight or other special
delivery will be made at added charge to Customer. All sales are F.O.B. Manufacturer’s shipping
point unless otherwise specified on Customer’s purchase order.

4. COMPENSATION AND PAYMENT
4.1. Compensation. CES shall invoice and Customer shall pay CES for all
Services rendered to Customer in accordance with the terms set forth on the Statement
of Work. CES shall invoice Customer in a timely manner and each invoice will indicate
the nature of the Services performed.
4.2. Payment. Customer shall pay all amounts properly invoiced by CES,
without right of set-off, within thirty (30) days of receipt of the invoice by Customer (NET
30). CES specifically reserves the right to assign all or any part of the proceeds to a
third party and will timely notify Customer of any change in the payee of charges.
4.3. Taxes. The charges by CES do not include any applicable state or local
sales or use taxes. Customer will be responsible for any associated sales or excise
taxes on products and services delivered. All related employment taxes and all taxes- 2 –
and similar assessments, levies, and government-imposed obligations with respect to
CES’s income derived from the performance of Services are the responsibility of CES.
4.4. All contract work will be calculated at CES standard billing rates in effect
as of the date of any work performed on a per-man per-hour basis for the estimated
hours to complete the project. CES reserves the right to bill for the full charges in
excess of the estimate. Time and material services or installation charges will be at
CES’S standard rates in effect as of the date the services are provided. Saturday and
overtime rates will be charged at time and one-half CES’S standard rates; Sundays
and Holidays will be charged at two times CES’S standard labor billing rates. Other
incidental charges such as tolls, travel, hotels, etc. as applicable, will be added to
invoices.

5. WARRANTIES
5.1. General Warranty. CES warrants to Customer that Services shall be
performed (i) by qualified personnel in a professional, diligent, and competent manner
and in conformity with good commercial practices and recognized industry standards;
(ii) in accordance with the reasonable instructions of Customer, and the work rules
imposed by building or other management at the work site location(s); (iii) in
accordance with all federal, state, and local laws, ordinance, regulations, and codes
applicable and in effect at or prior to the commencement of the Services; and (iv) in
conformance with the specifications and requirements set forth in the Statement of
Work.
5.2. Vendor Warranty. CES shall attempt to obtain on behalf of Customer and
in Customer’s name (if so authorized by Customer) from all vendors from whom CES
procures materials and equipment, warranties with respect to such materials and
equipment as are reasonably and customarily provided by the vendor and/or
manufacturer (collectively, “Vendor Warranties”). All applicable Vendor Warranties
shall be in Customer’s name and shall be personal to Customer. CES does not warrant
that any material and equipment procured on behalf of Customer will meet or comply
with the requirements of any safety code or regulation of any federal, state, municipality
or other jurisdiction.
5.3. Correction of Nonconforming or Defective Services. If, within one (1) year
from the date that initial installation or construction services are completed by CES and
accepted by Customer, a failure occurs with respect to any installed equipment or
materials due to a defect in workmanship of CES’s employees or subcontractors, CES
shall make the appropriate repairs or replacements free of charge. All charges,
including travel, associated with correcting such defects or failures shall be the sole
responsibility of CES. CES shall promptly respond to Customer’s request to make
repairs and will document (and provide to Customer) the cause of the failure.
5.4. Limitation of Warranty. CES SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
PURPOSE. COMPANY AGREES THAT FOR BREACH OF THE ABOVE
WARRANTIES, COMPANY’S SOLE AND EXCLUSIVE REMEDY, AND CES’S SOLE
AND EXCLUSIVE LIABILITY, SHALL BE THE RE-PERFORMANCE OF ITS
SERVICES FREE OF CHARGE; PROVIDED, HOWEVER, THAT IF CES FAILS TO
RE-PERFORM THE SERVICES AS WARRANTED, THEN COMPANY SHALL BE
ENTITLED TO RECOVER AN AMOUNT UP TO THE TOTAL FEES PAID TO CES- 3 –
FOR SUCH SERVICES.

6. INDEMNIFICATION; LIMITATION OF LIABILITY
6.1. CES Indemnification. CES shall indemnify, defend, save, discharge,
release, and hold harmless Customer and its affiliates and their respective employees,
shareholders, officers, directors, attorneys, contractors, and agents from and against,
and pay or reimburse Customer on a current basis for, any and all costs, liabilities,
losses, liens or encumbrances for labor or materials, expenses (including, but not
limited to, reasonable attorneys’ fees, fees of experts, and court costs), claims, and
causes of action arising out of, or in any way connected with or related to, any personal
injury to or death of any persons or damage to property occurring by reason of any
negligence, default, or misconduct on the part of CES, its employees, subcontractors,
agents, or representatives during the performance of the Services.
6.2. Customer Indemnification. Customer shall indemnify, defend, save,
discharge, release, and hold harmless CES and its affiliates and their respective
employees, shareholders, officers, directors, attorneys, contractors, and agents from
and against, and pay or reimburse CES on a current basis for, any and all costs,
liabilities, losses, liens or encumbrances for labor or materials, expenses (including,
but not limited to, reasonable attorneys’ fees, fees of experts, and court costs), claims,
and causes of action arising out of, or in any way connected with or related to, any
personal injury to or death of any persons or damage to property occurring by reason
of any negligence, default, or misconduct on the part of Customer, its employees,
agents, or representatives during the performance of the Services.
6.3. Limitation of Liability. Except as otherwise provided herein, the Parties do
hereby covenant and agree that the recovery by either Party of any damages suffered
or incurred by it as a result of any breach by the other Party of any provision of this
Master Agreement and/or the Statement of Work shall be limited to the actual damages
suffered or incurred by the non-breaching Party as a result of the breach by the
breaching Party. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE LOSS OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER
SUFFERED OR INCURRED BY THE OTHER PARTY, INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OR LOSS OF RECORDS OR DATA, REGARDLESS
OF WHETHER ARISING FROM BREACH OF CONTRACT, TORT, STRICT
LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN
REASONABLY FORESEEN.

7. INSURANCE. CES agrees to maintain, at CES’s expense, (i) Comprehensive General
Liability Insurance (including broad form contractual and automobile liability coverage) in an
amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, death,
or property damage, (ii) Employer’s Liability Insurance in an amount not less than one million
dollars ($1,000,000) per occurrence, and (iii) Workers’ Compensation Insurance in an amount
not less than one million dollars ($1,000,000) per occurrence for all individuals who shall
perform Services on behalf of the CES pursuant to this Agreement. CES’s insurance policies
shall be written by a responsible insurance company possessing a A-VII rating or better (as
listed in the Best guide), shall be primary and not contributory, shall name Customer as an
additional insured with respect to the comprehensive general liability and automobile liability
policies, shall contain a waiver of subrogation with respect to the additional insured, and shall- 4 –
provide that the coverage thereunder may not be reduced or cancelled unless thirty (30) days’
prior written notice is furnished to Customer.

8. HAZARDOUS CONDITIONS; CLEAN-UP/REPAIR OF DAMAGED PROPERTY. CES shall
clean up the work site and discard any excess or removed materials or packaging on a daily
basis, in accordance with applicable building management rules. Any damage to the work
site or any damage or disturbance of material in the building (e.g., fireproofing material)
caused by CES’s personnel, agents, suppliers, contractors, or visitors as a consequence of
CES’s work on the job site shall be replaced and restored by CES to the satisfaction of the
building owner. Customer shall have no responsibility for repairing any such damage or
disturbance. If hazardous materials are discovered during any installation process, CES will
halt construction until CES and Customer mutually agree (i) to the resumption of work at the
job site, and (ii) to any necessary modifications to the scope, duration, and costs of the
Services.

9. TERM. This Agreement shall commence when fully executed by the parties hereto and shall
remain in effect until terminated by either party upon thirty (30) days prior written notice. Any
such termination shall be without liability or right to pursue damages as to any party by virtue
of such termination, and shall not affect the performance of any Services under any Statement
of Work, unless such Statement of Work is terminated pursuant to its own terms.

10. TERMINATION. Either party may terminate this Agreement for cause, as set forth hereafter.
In the event of any failure by Customer to make a payment when due hereunder (subject to a
ten (10)-day cure period), the insolvency of Customer, the filing of a petition in bankruptcy by
or against Customer, the appointment of a receiver for Customer, an assignment for the
benefit of creditors of Customer, or a substantial default by Customer of a material term of this
Agreement, CES may terminate this Agreement, refuse to provide or suspend Services
thereunder, and exercise any or all other rights and remedies provided by law. In the event
of the insolvency of CES, the filing of a petition in bankruptcy by or against CES, the
appointment of a receiver for CES, an assignment for the benefit of creditors of CES, CES’s
failure to timely or completely perform the Services (subject to a ten (10)-day cure period), or
a substantial default by CES of a material term of this Agreement, Customer may terminate
this Agreement, and exercise any or all other rights and remedies provided by law. In the
event of CES’s failure to completely perform Services, after notice and opportunity to cure as
provided hereunder, Customer shall have the right to complete the Services and to deduct the
reasonable cost thereof from the total compensation due to CES for such Work Order, or to
receive a refund from CES if unpaid compensation is not adequate to affect such setoff.

11. MISCELLANEOUS
11.1. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties with respect to the subject matter of this Agreement. This
Agreement supersedes all prior agreements, understandings, negotiations, and
discussions, whether oral or written, with respect to the subject matter hereof.
11.2. Survival. The terms, conditions, and warranties contained in this
Agreement that by their sense and context are intended to survive the termination or
expiration of this Agreement shall so survive.
11.3. Invalidity/Unenforceability. In the event that any one or more of the
provisions contained herein is held invalid or unenforceable in any respect, the Parties
shall negotiate in good faith with a view toward substituting therefor a suitable and- 5 –
equitable solution in order to carry out the intent and purpose of such invalid provision;
provided, however, that the validity and enforceability of any such provision in every
other respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being the intent of the Parties hereto that all of the rights and
privileges of the Parties hereto shall be enforceable to the fullest extent permitted by
law.
11.4. Waiver/Modification. The terms and provisions of this Agreement may only
be waived, modified, or changed by an amendment in writing signed by both Parties
hereto. No failure by either Party to insist upon the other’s performance of any
obligation hereunder shall constitute a waiver of the obligation unless in writing. No
provision of this Agreement will be deemed to have been waived by either Party unless
the waiver is in writing and signed by the Party against whom enforcement is attempted.
11.5. Headings. The section headings contained in this Agreement are for
convenience only and shall not be considered a part of or affect the meaning or
interpretations of this Agreement.
11.6. Governing Law. This Agreement, the rights and obligations of the Parties
hereunder, and all agreements executed pursuant hereto shall be governed in all
respects by, and interpreted in accordance with, the laws of the state in which the
Services which are the subject of the dispute were performed (without regard to the
principles of conflicts of laws). Each Party shall comply with all applicable federal, state,
and local laws.
11.7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.
11.8. Assignment/Transfer. This Agreement may not be assigned or transferred
in whole or in part by either Party without the prior written consent of the other Party,
which consent may be withheld in such Party’s sole discretion; provided, however, a
Party shall have the right to transfer or assign this Agreement to a parent, a subsidiary,
or an entity that controls, is controlled by, is under common control with, or is the legal
successor of such Party without the consent of the other Party. This Agreement shall
inure to the benefit of and be binding upon all permitted successors and assigns.
11.9. Relationship of Parties. The relationship of the Parties to this Agreement
is that of independent contractors. When CES’s employees or representatives act
under the terms of this Agreement, they shall be deemed at all times to be under the
supervision and responsibility of CES. Notwithstanding any reimbursement of labor
costs provided herein or otherwise, no person employed by CES and acting under the
terms of this Agreement shall be deemed to be acting as an agent or employee of
Customer or any customer or client of Customer for any purpose whatsoever. The
Parties are not, by virtue of this Agreement or otherwise, in an employer-employee,
principal-agent, joint venture, or partnership relationship with each other. Each Party
agrees not to represent to any other person, or assert in any form or forum, that the
Parties’ relationship is an employer-employee, principal-agent, joint venture, or
partnership relationship. Each Party acknowledges that it has no authority to make
representations on the behalf of or to bind or commit the other Party, and each Party
covenants and agrees not to purport to make any representation on behalf of the other- 6 –
Party or to purport to bind or commit the other Party in any way.
11.10. Notices. All notices, requests, demands, waivers, and other
communications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if delivered personally, sent by
facsimile transmission with receipt acknowledged, mailed by certified or registered mail
(postage prepaid, return receipt requested), or delivered by a recognized commercial
courier to the Party at the address set forth below or such other address as any Party
shall have designated for itself by ten (10) days’ prior written notice to the other Party.
CES: Communications Electronics Systems, LLC.
196 Log Canoe Circle
Stevensville, Maryland 21666
Customer:
All such notices, requests, demands, waivers, and communications shall be deemed to have been
received on the date on which hand delivered, upon transmission of the facsimile transmission by
the sender and issuance by the transmitting machine of a confirmation slip confirming that the
number of pages constituting the notice have been transmitted without error, on the third business
day following the date on which so mailed, except for a notice of change of address, which shall
be effective only upon receipt thereof, and on the day after delivery by a recognized commercial
courier. In the case of a notice sent by facsimile transmission, the sender shall
contemporaneously mail a copy of the notice to the addressee at the address provided for above.
However, such mailing shall in no way alter the time at which the facsimile notice is deemed
received. In no event shall the provision of notice pursuant to this section 11.10 constitute notice
for service of process.
11.11. Force Majeure. If the performance of this Agreement, or of any obligation
hereunder, is prevented, restricted, or interfered with by reason of acts of God, labor
disputes, fires or other casualties, weather or natural disasters, damage to facilities,
the conduct of third parties, or other causes beyond the reasonable control of the Party
whose performance is affected, then the Party affected, upon giving prompt notice to
the other Party, shall be excused from such performance on a day-to-day basis to the
extent of such prevention, restriction, or interference (and the other Party shall likewise
be excused from performance of its obligations on the day-to-day basis to the extent
such Party’s obligations relate to the performance so prevented, restricted, or interfered
with); provided, however, that the Party so affected shall use its best efforts to avoid or
remove such causes.
11.12. Authorization. Each Party represents and warrants to the other Party that
the person executing this Agreement (or any amendments or changes thereto) on its
behalf is its duly authorized representative and has all authority necessary to enter into
this Agreement.- 7 –
11.13. Dispute Resolution. All claims, whenever brought and whether between the
Parties or between one of the Parties and the employees, agents or affiliated
businesses of the other Party shall be resolved by binding arbitration in accordance
with this section.
11.13.1. Prior to filing any claims for binding arbitration (as
provided below), the Parties shall in good faith first negotiate a written
resolution of such dispute or claim for a period not to exceed thirty (30) days
from the date of receipt of a Party’s request for such negotiation. Executives
or managers of each Party who have the authorization to resolve any such
dispute or claim shall conduct such negotiations. In the event the Parties
cannot negotiate a written resolution to such dispute or claim during the thirty
(30) day negotiation period provided hereunder, either Party may submit the
matter to binding arbitration in accordance with the provisions of this section.
11.13.2. A single, mutually agreeable arbitrator engaged in
the practice of law and knowledgeable about telecommunications law and
engineering practices shall conduct the arbitration in accordance with the then
current commercial arbitration rules of the American Arbitration Association
(“AAA”). The arbitration shall be conducted in Annapolis, Maryland unless the
Parties agree to another location.
11.13.3. All expedited procedures prescribed by the AAA
shall apply. The arbitrator’s decision shall state the reasoning by which the
arbitrator determined the award. The arbitrator’s decision shall be final and
binding and judgment may be entered in any court having jurisdiction thereof.
11.13.4. Each Party shall pay its own costs and expenses
incurred in connection with the arbitration, including legal fees, and each Party
shall pay one-half of the arbitrator’s professional fees.