OMEGA FIRE & LIFE SAFETY ENGINEERED SYSTEMS GENERAL TERMS & CONDITIONS OF SALE
1. Omega Fire & Life Safety (herein referred to as Omega in this contract) is an official tradename for Omega Corporation.
2. VALIDITY PERIOD: The price quotes provided are valid for 30 days unless otherwise specified in writing.
3. PAYMENT TERMS:
A. GENERAL PAYMENT TERMS: Net Thirty (30) days from date of invoice when satisfactory open account credit is established and current. All delivered services, equipment, and material shall be invoiced on the 5th and the 20th of each month, or closest business day, unless otherwise noted on proposal. These terms may be modified by Omega without notice.
B. RETURNS: Any products returned to Omega must have prior authorization. Following this authorization these products will incur a 30% restocking fee for standard items and 50% restocking fee for any special order items.
4. OPTIONAL PRICING: Any optional equipment and/or services pricing provided on the quote is valid before design services begin, any optional equipment and/or services requested after design service begin will be handled as a change order. Additional charges may apply based on the degree of difficulty to add said equipment and/or services into the project, as determined by Omega. Any optional equipment and/or services pricing is provided in Omega's opinion with best effort taken based on provided information, this in no way guarantees code compliancy, nor does it infer or include design build services. Unless otherwise noted, design-build services are excluded from the scope of this proposal.
5. CHANGE ORDERS: This Agreement can be modified, amended or altered only by an Agreement in writing, signed by both parties or their duly authorized representatives. Any changes requested by the Authority Having Jurisdiction (AHJ), omissions from the drawings and/or specifications, or additional equipment or services needed beyond proposal shall be handled as additional changes to the original scope of work and price.
6. SHIPMENT: All Equipment is shipped F.O.B. shipping point.
7. INSTALLATION: The installation of any product is NOT INCLUDED unless specifically provided for in this agreement.
8. WORKING HOURS: All services sold under this contract shall be provided between the hours of 7:00 a.m. and 4:00 p.m. local time, Monday through Friday exclusive of Omega holidays.
9. ELECTRONIC DOCUMENTS:
A. FLOOR PLANS: The Customer shall provide electronic floor plan files compatible with common Computer Aided Design (CAD) software, having a .dwg file extension. If electronic floor plan files are not available, Omega can produce the necessary files during Omega’s normal working hours. All associated work shall be billable at Omega’s standard hourly rates.
B. GENERAL DOCUMENTS: All drawings, and submittals shall be delivered to the Cusotmer in electronic Portable Document Format (PDF) format only. When Omega is providing stamped drawings to the Customer for submission, the minimum number of printed hard copy drawings and submittals required by the AHJ shall be provided to the Customer. All other documentation shall be in electronic PDF format.
10. WARRANTY: Unless otherwise noted, all Equipment will be warranted to be free of manufacturing defect in material and workmanship under normal use for a period of one (1) year from the date of installation or substantial completion. Equipment is defined as; Control Panels, Addressable Devices, and Notification Appliances. The installation material and the installation of said material installed by Omega will be warranted to be free of manufacturing defect in material and workmanship under normal use for a period of one (1) year from the date of installation or substantial completion. Installation material is defined as; conduit, junction boxes, and wiring. Omega’s sole liability and purchaser’s sole remedy under said warranty shall be limited to the repair or replacement of any product or part thereof, which Omega determines to be defective. THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT OR SOFTWARE WHICH HAS BEEN SUBJECTED TO ABUSE, DAMAGE, MISHANDLING, OR IMPROPER USE AS DETERMINED BY OMEGA AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Warranty service will be performed at no charge between the hours of 8:00 a.m. and 5:00 p.m. local time, Monday through Friday exclusive of Omega holidays. Warranty service requested to be performed at other than during Omega’s normal work hours shall be chargeable at Omega’s standard overtime rates. All repairs or adjustments that are or may become necessary under the warranty provisions of this Agreement shall be performed only by an authorized representative of Omega. Any repairs, adjustments, or interconnections performed by the Customer or anyone other than an authorized Omega representative shall void all warranties.
11. LIMITATION OF LIABILITY: OMEGA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL LOSS OR DAMAGE TO THE CUSTOMER OR USER OF THIS PRODUCT ARISING OUT OF, AMONG OTHER THINGS, THE OPERATION OR FAILURE OF THE PRODUCT TO OPERATE, THIS AGREEMENT, THE INSTALLATION, USE, DESIGN, OR FUNCTION OF ANY PRODUCT.
12. EVENTS OF DEFAULT: Customer shall be in default of this agreement upon the occurrence of, but not limited to, any of the following:
A: The Customer’s failure to make due and punctual payment of any payment due pursuant to this agreement;
B: The Customer’s failure to perform any obligation under this agreement;
C: The Customer’s financial position materially deteriorates; or
D: The Customer shall cease to do business as a going concern.
13. RESPONSIBILITIES OF OMEGA: Omega shall provide adequate supervision at all times of the work which Omega’s employees are performing under this Contract to ensure its completion and satisfactory performance in accordance with the terms of the Contract. In the performance of the work herein contemplated, Omega is an independent company with the authority to control and direct the performance of the details of the work. However, the work contemplated herein must meet the approval of building owner and/or AHJ and shall be subject to building owner’s general right of inspection and supervision to secure the satisfactory completion thereof.
14. RESPONSIBILITIES OF CUSTOMER:
A: Access and Lack of Interference: Customer will provide timely access to Omega at all times necessary for Omega to perform the services as described in the Contract without undue delay. In the event that Omega needs to deliver equipment or materials, Customer will, upon request, provide access in any convenient place around the site, including the parking lot. In the event that work needs to be performed when the building is closed, Customer will, upon request, provide access within the shortest possible time consistent with safety. In the event of strikes, picketing, or other interference which is not caused by Omega, Customer will provide safe access and entry to Omega and will assure that Omega personnel and vehicles are safe.
B: Maintain a safe working environment at all times to allow Omega to perform the obligations set forth in this Contract, and take any corrective actions in a timely manner to restore a safe work environment for Omega.
C: Customer shall be responsible for notifying Omega of the existence of hazardous material, risk of disease, the need for air monitoring or respiratory protection and/or equipment, presence of asbestos or asbestos containing materials, or any other potentially toxic substances Omega could become exposed to in the process of performing its obligations at any site location as part of this Contract.
D: Omega shall have the implicit right to rely upon such Customer representations as they pertains to hazardous material and working conditions and as a result, Omega shall be indemnified and held harmless by the Customer for worker exposure to such conditions, as well as attorney’s fees and costs incurred as a result of said hazardous conditions whether or not the Customer has notified Omega of the existence of such conditions. Any containment, removal or other measures necessary to remediate or remove these conditions shall be solely the responsibility of the Customer, and Omega shall not be obligated to perform its Contract obligations unless assured such conditions have been corrected.
E: Customer agrees to make timely payments to Omega and in accordance with the payment provisions of this Contract.
15. INDEMNITY AND LIABILITY: Customer will indemnify, defend and save Omega harmless from any and all damage, injury, claims, judgments, or any other liabilities whatsoever arising out of the execution and performance of this Contract by Omega, including attorney’s fees therefore, to the extent that all such claims, judgments, or any other liabilities are attributable in whole or in part to Customer's actions or inactions. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist.
16. LIMITATION ON CONSEQUENTIAL DAMAGES: Omega shall not be liable for any consequential damages such as, but not limited to, damage from power surges, storm damage, business interruption or diminishment, Acts of God, or loss of opportunity.
17. SUCCESSORS AND ASSIGNS: The Customer and Omega each binds himself, his partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns, and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract. Neither party to the Contract shall assign the Contract or sublet it as a whole without the written consent of the other.
18. COSTS OF ENFORCEMENT, FAILURE OF PAYMENT:
A: Failure of payment when due is a material breach of the Contract, time being of the essence. Without waiving this breach, in the event that Omega, through no fault of its own, is not paid in accordance with the Contract, then Omega may, upon three (3) days written notice to the Customer, stop the Work until payment of the amount owing has been received. If Omega demobilizes due to non-payment, once payment is made, Customer agrees to pay any remobilization costs of Omega.
B: In the event of a breach of this Contract by Customer, or if it becomes necessary for Omega to institute legal proceedings to enforce its rights pursuant to this Contract, Omega shall be entitled to recover attorney’s fees, collection fees and costs of the other party incident to any action brought to enforce this Contract from Customer. Customer, furthermore, waives the right to jury trial.
19. WRITTEN NOTICES: Written notice shall be deemed to have been duly served if delivered in person to the individual or member of the firm or entity or to an officer of the corporation for whom it was intended, or if delivered at or sent by registered or certified mail to the addresses listed on the front of Contract by he who gives the notice.
20. ENTIRE CONTRACT: The Contract constitutes the entire agreement between the parties hereto and supersedes all previous communications, representations, or agreements either verbal or written, with respect to the subject matter hereof. No agreement or understanding changing the terms, scope or conditions of this Contract will be binding upon either party unless the same is set forth in writing and signed by a duly authorized officer of the Customer and Omega.
Signature: _____________________________________________
Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
Customer PO: _____________________________________________