Applicability.
These terms and conditions of sale (these "Terms") govern the sale of the goods ("Goods") and services ("Services") by SafeGuard Corporation ("Seller") to the buyer named on invoice, service ticket, proposal, confirmation of sale, invoice or other documentation to which these Terms are incorporated by reference ("Buyer"). The accompanying invoice, service ticket, proposal, confirmation of sale, invoice or other documentation (the "Sales Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.

Implementation.
Seller provides Goods and Services through various divisions, including but not limited to the following: Fire Alarm and Security, Monitoring, Fire Equipment, Fire Suppression, Fire Sprinkler, Hydrostatic Testing, Exit and Emergency Lighting, First Aid and Safety; equipment sales, installation, testing, and inspection. The following provisions apply to every transaction entered into by any division of Seller, regardless if such division was in operation at the time of the implementation of these Terms or at the time of Buyer’s acceptance of same.

Terms of Payment.
Unless otherwise agreed in writing between both parties payment terms are agreed as follows: COD upon work completion without approved credit customer account; Net 30 with approved customer credit account. Some projects may require material deposits and other payments may be required and progressively invoiced as work is completed; this will be agreed in writing between both parties. Interest on late payments shall accrue at 1.5% per month. Buyer waives all rights of exemption available to Buyer whether under statute or common law. Payments to Seller shall not under any circumstances be contingent upon Buyer receiving payment(s) from a third-party.

Performance of Services.
Seller shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only. With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may be requested by Seller, for the purposes of performing the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Seller may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within thirty days of the date when the Goods would in the ordinary course of events have been received.
Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

Title and Risk of Loss.
Title and risk of loss pass to Buyer upon delivery of the Goods at the Buyer’s designated place of business or installation for such Goods. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Alabama Uniform Commercial Code.

Waiver of Warranties.
Seller makes no warranty whatsoever with respect to the Goods or Services, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Seller makes no representations or warranties with respect to any Third-Party Product, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

No Representations
Many factors outside of the control of Seller can affect the results of the tests and inspections and Seller makes no representations or guaranty regarding the accuracy or reliability of any results of the testing done by Seller. Seller makes no representations as to the condition of the equipment or fire systems whether installed or inspected by Seller, and further Seller makes no representations that any inspections or tests conducted by Seller are in accordance with the guidelines of the NFPA or the manufacturer of the equipment or system being installed or inspected. .

Breach of Warranty
Further, if a court of competent jurisdiction finds Seller to have created a warranty through any act or omission of Seller or any of its agents, assigns, subcontractors, employees or owners, the Seller shall not be liable for a breach of said warranties unless: (i) Buyer gives written notice of the defective Goods or Services, as the case may be, reasonably described, to Seller within thirty days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Goods or Services are defective.
Further the Seller shall not be in breach of such a warranty if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.

Limitation of Damages.
In no event shall Seller be liable to Buyer or any third party for any loss of use, revenue or profit, loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not Seller has been advised of the possibility of such damages.
In no event shall Seller's aggregate liability arising out of or related to the Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total of the amounts paid to Seller for the goods and services sold hereunder. In no event will Seller be liable for any damages, acts of omissions that are not specifically agreed to be covered by Seller’s insurance carrier.
The amounts payable to Seller hereunder are based upon the value of the services and the scope of liability as herein set forth and are unrelated to the value of the premises on which said Goods are to be installed or Services are to be performed, or the property of Buyer or the property of others located in Buyer’s premises.
Seller is not responsible for any damages caused by discharging of water during or after testing.

Compliance.
Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer confirms they are familiar with and in compliance with the recommendations of the NFPA.

Termination.
In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Upon termination, Seller shall be entitled to recover from Buyer payment for all work executed and for any loss, cost or expense in connection with any merchandise or work, and all demobilization costs plus reasonable overhead and any loss profit.

Attorney’s Fees.
Buyer shall reimburse Seller for all costs incurred in collecting any late payments or rectifying any breach of the Agreement, including, without limitation, attorneys' fees.

Force Majure.
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within thirty days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

Assignment.
Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

Relationship of the Parties.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Responsibility of Buyer.
All of the following are the responsibility of the Buyer and not Seller: Care and maintenance of the equipment or systems such as those described in the NFPA Standard; needed repairs to the equipment or systems; maintaining a fire watch; any notification to any alarm monitoring, fire departments, occupants and/or tenants or reporting to the Buyer or any agencies, authorities or individuals regarding the equipment or system such as, but not limited to, tests results, the condition of the equipment or systems, deficiencies or needed repairs or parts; any tagging or labeling of the equipment or systems such as related to testing or inspections; performing any other work such as those required by NFPA Standard that are not specifically mentioned as being the responsibility of Seller such as, but not limited to engine maintenance, controller maintenance, lubrication, and similar type tasks; providing a safe location for the free discharge of water during the flow test, and insuring that everyone affected is aware of any hazards or other conditions related to the testing; engaging the services of any needed additional professionals (such as but not limited to alarm technician, electrician, and engine mechanics) that may be needed to correct any deficiencies; correcting and handling any noted deficiencies unless otherwise agreed to in writing; notifying all concerned parties when such deficiencies are corrected; ensuring that the equipment or system being tested is in working order so that the tests can properly occur; paying for any and all taxes, permits, licenses, municipal, and/or other fees required by the state, county or municipality; and any other tasks, duties and/or responsibilities not specifically listed as a responsibility of Seller.

Work Stoppages.
Seller will be allowed to stop any and/or all work if Seller believes that any hazardous or dangerous conditions exist, or have any reasonable concerns regarding the safety of Seller’s agents, owners, subcontractors, employees or assigns. In the event such conditions or concerns arise, Seller shall notify in writing the Buyer of the conditions causing such work stoppage within thirty days of discovering said conditions. It is the sole responsibility of Buyer to rectify such conditions and notify Seller of such prior to Seller’s resumption of work. In the event Buyer fails to rectify such conditions, Seller has the unilateral right to terminate the Agreement and shall not be liable for any damages or costs resulting therefrom. Buyer agrees any payments received by Seller from Buyer prior to such termination shall be forfeited and need not be repaid, and Buyer shall continue to remain obligated to pay Seller for any Goods and Services provided prior to the termination of this Agreement.

Waiver of Subrogation.
Seller is not an insurer against loss or damage. Sufficient insurance shall be obtained by and is the sole responsibility of Buyer. Buyer agrees to rely exclusively on Buyer’s insurer to recover for injuries or damage in the event of any loss or injury to the premises or property therein. Buyer does hereby, for itself and all others claiming by or through it under this agreement, release, and discharge Seller from and against all damages covered by Buyer’s insurance, it being expressly agreed and understood that no Buyer insurer or other entity/individual will have any right of subrogation against Seller.

Indemnification.
To the fullest extent permitted by law, Buyer shall defend, indemnify, and hold harmless Seller, it’s trustees, officers, employees, insurer’s, agents or sub providers from and against any and all liabilities, claims, demands, causes of action, damages, losses, and expenses, including without limitation, attorney's fees, (collectively, “Losses”) arising out of or in connection with: (a) any act or omission of Seller or any of its
trustee’s, officer’s, employees, insurer’s, agents or sub providers in the performance of the Services; (b) any breach of or failure (provided such failure was in good faith and not due to intentional acts on part of Seller) to perform pursuant to the Agreement by Seller, it’s trustees, officers, employees, insurer’s, agents or sub providers. Buyer agrees these terms of Indemnification shall extend to any “Losses” brought or claimed against Seller by third-parties.

Severability.
If any provisions of this agreement shall be invalid or unenforceable under the laws of the jurisdiction applicable to the agreement, such invalid or unenforceable provision(s) shall be served from the agreement and the agreement shall be construed as if not containing the particular invalid or unenforceable provision(s), and the rights and obligations of Seller and the Buyer shall be construed and enforced accordingly.

Terms on Acceptance of Agreement.
Any Agreement may be withdrawn by Seller if not accepted within thirty days of the date listed in the Sales Confirmation. Unless otherwise agreed to in a writing signed by Buyer and Seller, all works shall be performed during Seller’s normal business hours.

Unforeseeable Conditions/Unforeseen Circumstances.
Seller will complete the scope of work as indicated in the Sales Confirmation. Any alterations or deviations from the proposed scope of work, to include but not limited to any hidden, concealed, environmental, site changes or unforeseeable conditions involving extra cost of material or labor will be performed on a time and material basis at Seller’s standard list price, upon change order and Buyer approval.

Additional Work.
If additional work is requested by Buyer above and beyond the scope of work (i.e. repair work, emergency service, additional inspection or maintenance services), work shall be performed on a time and material basis at Seller’s standard list price, upon change order and Buyer approval.

Scope of inspection.
The inspection and testing services provided by these terms and conditions are designed to determine the functionality of the fire protection equipment at the time of the inspection or testing. The inspection and testing provided under these terms and conditions does not include: maintenance, repairs, alterations, recharge and/or replacement parts or any other field adjustments. Seller may choose to offer such services at an additional cost, but is not obligated under these terms and conditions to do so. The inspections and testing product provided under these terms and conditions are NOT a system survey or engineering analysis of the fire protection equipment, its installation and/or its design. Inspection and testing under these terms and conditions are not intended to reveal design or installation flaws or code compliance violations. The scope of work under these terms and conditions is limited to the provision of inspection and testing services. Seller is not required to move personal property, equipment, walls, and ceilings or like materials which may impede access or limit visibility. Areas that are concealed are excluded from the inspection and/or testing.

Water Supply.
Testing and treatment of the water supply, and any costs associated therein, are excluded from the work of Seller and are the sole responsibility of the Buyer. Equipment is available that is designed to monitor for conditions that can contribute to internal corrosion inside the water based fire protection system installed in your facility. Such testing and treatment can be provided pursuant to a separate written agreement.

Temperature.
Buyer shall ensure that all areas of the building containing water-filled fire sprinkler system(s) pipes or components shall be maintained at a minimum temperature of 40 degrees Fahrenheit. Seller is not responsible for assessing or maintaining building conditions including, but not limited to, the heating, cooling, insulation and conditioning of spaces in which water-filled fire sprinkler system(s) piping is located. Conditions of temperature are outside the scope of inspection and/or testing.

Dry Pipe System.
Buyer is responsible for locating and/or identifying, in writing to Seller, all devices that are not marked, such as dry pipe system low point auxiliary drains and other devices. Buyer is aware that dry pipe sprinkler system(s) must be drained after each operation of the dry valve to remove water from the system. Buyer is also aware that other sources of water can exist in dry pipe system(s) in the absence of the operation of the dry valve, e.g., condensation from the air compressor maintaining air pressure in the dry system and temperature changes in the space(s) surrounding the piping. Buyer is aware that residual water left in a dry pipe system may freeze, causing damage to the pipes or other components, and cause water damage to the premises and property therein. During inspection and testing of dry system(s), Buyer must provide Seller full access to all low point auxiliary drains (drum drips) so that residual water from testing can be drained. Buyer acknowledges their duty to perform regular, proper draining of low point auxiliary drains in accordance with the intervals described in the NFPA Standard 25 and otherwise required. If any dry pipe of pre-action systems are included in this agreement, inspection or testing of proper pitch or slope of the pipe is excluded and outside the scope of this agreement.

Equipment.
Buyer must remove all equipment, vehicles, and personnel from spray booth prior to and during inspections and/or testing. Buyer understands and agrees that, while Seller is performing inspections and/or testing for Buyer, equipment at the premises may fail or malfunction through no fault of Seller and, among other things, water, suppression agent or other material may leak or be discharged. Seller assumes no liability or responsibility whatsoever for any such failure, including any water, suppression agent or other material which may leak or be discharged, or any real personal property damage, inventory damage, economic damage, business interruption, or other damages which may result. Seller will only repair, replace or clean up any such failure if contracted separately in writing to do so for an additional fee.

Returned Merchandise.
No returned Goods will be accepted for credit without prior approval from Seller. Seller retains the right to charge a reasonable return/handling fee upon return of any Goods buy Buyer.

Work Delays and/or Cancellations.
Delays and/or cancellations by others or return trips due to Buyer inability, for any reason, to provide full access to complete the scope of work shall incur additional fees to be charged at the standard rates of Seller.

Additional Equipment.
In the event additional equipment is installed or the systems are modified without notice by Buyer, the annual inspection charge shall be increased in accordance with Seller’s prevailing rates as of the first inspection of the additional equipment/modification.

Reports.
The results of inspection and/or testing shall be detailed on current report form which shall be distributed to the Buyer and any designee of Buyer. Buyer gives Seller permission to supply inspection and/or testing report to any governing authority requiring such inspection and/or testing results be reported to that authority.

Attics.
Attics are excluded from this agreement unless after investigation by Seller and in its sole discretion the attic and its entry are deemed safe and accessible. Only those attics having a floor-level entry door with stairs pull down stairs, and/or a permanently mounted access ladder will be considered for inclusion in the Agreement. Further, only those attics having appropriate, permanently attached flooring and appropriate lighting will be considered for inclusion in the Agreement. Assessment of the suitability of access, flooring and lighting is solely within the discretion of Seller. Any attic deemed safe and accessible must be specifically listed on the front of the Agreement to qualify for inclusion in the Agreement. To the extent that any attic is included in the Agreement, only such equipment as is safely visible and accessible from the floored area of the attic will be subject to the Agreement. Such inclusion in the Agreement of any attic must be demonstrated in a writing signed by Seller.

Automated External Defibrillator (AED).
Inspection is only to ensure the AED indicator light is illuminated green. Inspection does not guarantee operation of the AED. Seller is not responsible for any death, injury, or other detriments resulting from the failure of an AED device located on Buyer’s premises.

Authorization.
The person executing this Agreement on behalf of the Buyer, expressly warrants and covenants that he/she is the authorized representative of the Buyer of the premises and is authorized to enter into the Agreement for and on behalf of the Buyer.

Waiver.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Confidential Information.
All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (i) in the public domain; (ii) known to Buyer at the time of disclosure; or (iii) rightfully obtained by Buyer on a non-confidential basis from a third party.

Submission to Jurisdiction.
Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the State of Alabama in each case located in the County of Talladega and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.