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West Shore Services – Sales Agreement Terms and Conditions 2014 Page 2 of 2
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<br /> Remedies and Limitations of Liability. Buyer’s sole remedy for breach of warranty shall be as set forth above. IN NO EVENT SHALL WSS BE LIABLE FOR ANY LOSS OF USE OF ANY PRODUCT, LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, NOR SHALL WSS’S LIABILITY FOR ANY OTHER DAMAGES
<br />WHATSOEVER ARISING OUT OR OF CONNECTED WITH THIS AGREEMENT OF THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS OR SERVICES EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES.
<br /> Patents. WSS shall hold Buyer harmless, to the extent herein provided, against any valid claim by any third person or infringement of any United States Patent by product
<br />manufactured by WSS, but if Buyer furnished product of system design specifications to WSS, Buyer shall hold WSS harmless against any infringement claim consisting of the use of
<br />product manufactured by WSS in accordance with Buyer’s products or system design or in combination with product manufactured by Buyer or others. In the event that any product
<br />manufactured by WSS is held to infringe any patent and its use is enjoined by any competent court of law, WSS, if unable within a reasonable time to secure for Buyer the right to
<br />continue using such product, either by suspension of the injunction, by securing for Buyer a license, or otherwise, shall, at its own expense, either replace such product with non-
<br />infringing product, either by suspension of the injunction, by securing for Buyer, a license or otherwise, shall, at its own expense, either replace such product with non-infringing
<br />product or modify such product so that it becomes non-infringing, or accept the return of the enjoined product and refund the purchase price paid by Buyer less alliance for any period
<br />of actual use thereof. WSS makes no warranty that its product will be delivered free of a valid claim by a third person of infringement of the like and Buyer’s remedies for such a claim
<br />will be limited to those provided in this paragraph.
<br /> Assignment and Delegation. Buyer shall not assign any right or interest in this Agreement, nor delegate the performance of any obligation, without WSS’s prior written consent.
<br />Any attempted assignment or delegation shall be void and ineffective for all purposes unless made in conformity with this paragraph.
<br /> Severability. If any term, clause or provision contained in this Agreement is declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect
<br />the validity of any other term, clause or provision herein contained.
<br /> Installation. Installation shall be by Buyer unless otherwise specifically agreed to in writing by WSS.
<br /> Governing Law and Limitations. This Agreement shall be governed by the laws of the State of Michigan. Venue for any proceeding initiated as the result of any dispute
<br />between the parties that arises under this Agreement shall be either the state of federal courts in Kent or Ottawa County, Michigan. Whenever a term defined by the Uniform
<br />Commercial Code as adopted in Michigan is used in this Agreement, the definition contained in said Uniform Commercial Code is to control. Any action for breach of this Agreement
<br />or any covenant or warranty contained herein must be commenced within one year after the cause of action had accrued.
<br /> Receiving Product and Staging Location. Buyer is responsible to receive, store and protect all products intended for installation purposes, including, but not exclusively, siren
<br />equipment, poles, batteries, and installation materials. Materials received in cardboard containers must be protected from all forms of precipitation. Additionally, Buyer is to provide a
<br />staging area of an appropriate size for installation to work from and to store equipment overnight.
<br /> Installation Methods & Materials. Installation is based on methods and specifications designed and intended by WSS to meet or exceed all national, state, and local safety and
<br />installation codes and regulations. Design changes required by Buyer may result in additional charges.
<br /> Radio Frequency Interference. WSS is not responsible for RF transmission and reception affected by system interference beyond its control.
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<br />Installation Site Approval. Buyer must provide signed documentation to WSS such as the “WARNING SITE SURVEY” or a document with the equivalent information, that WSS
<br />is authorized to commence installation at the site designated by Buyer before WSS will commence installation. Once installation has started at an approved site, Buyer is responsible
<br />for all additional costs incurred by WSS for redeployment of resources if the work is stopped by Buyer of its agents, property owners, or as the result of any governmental authority or
<br />court order, or if it is determined that installation is not possible at the intended location, or the site is changed for any reason by the Buyer.
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<br />AC Power Hookup. Buyer is responsible to coordinate and pay for all costs to bring proper AC power to the electrical service disconnect installed adjacent to the controller cabinet,
<br />unless these services are quoted by WSS. All indoor installations assume AC power is available with 10 feet of the installation location.
<br /> Permits & Easements. Unless specifically quoted, buyer is responsible for obtaining all required easements and/or permits, along with any fees required for installation.
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<br />Soil Conditions Clause. In the event of poor site conditions including but not limited to rock, cave-ins, high water levels, or inability of soil to provide stable installation to meet
<br />manufacturers specifications, WSS will direct installation crews to attempt pole installation for a maximum of two (2) hours. Buyer approval will be sought when pole installation
<br />exceeds two (2) hours and WSS cannot obtain approval in a timely manner to proceed with extra work.
<br /> Contaminated Sites. WSS is not responsible for cleanup and restoration of any installation sites or installer equipment where contaminated soil is encountered. WSS will not
<br />knowingly approve installation at any site containing contaminates. Buyer must inform WSS when known or suspected soil contaminates exist at any intended installation site.
<br /> Site Cleanup. Basic installation site cleanup include installation debris removal, general site cleanup, and general leveling of affected soil within 30’ of the pole. Additional Site
<br />Restoration quotes are available.
<br /> Waste Disposal. Buyer is responsible for providing disposal of all packing materials including shipping skids and containers.
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<br />Work Hours. All installation quotes are based on the ability to work outdoors during daylight hours and indoors from 7 AM to 7 PM Monday through Saturday. Work restrictions or
<br />limitations imposed by Buyer or its agents may result in additional charges being assessed to Buyer for services.
<br /> Project Reporting. Installation & Service Progress Reports will be provided on a regular basis, normally every week during active installation, unless pre-arranged otherwise by
<br />mutual agreement.
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<br />Safety Requirements & Compliance. WSS requires that all employees and subcontractors follow applicable laws and regulations pertaining to all work performed, equipment
<br />utilized and personal protective gear common to electrical and construction site work performed in the installation of WSS equipment. Additional safety compliance requirements by
<br />Buyer, such as, but not limited to, additional training or testing, may result in additional charges assessed to Buyer for the time and expenses required to comply with the additional
<br />requirements.
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<br />Project Delays. WSS shall not be liable in any regard for delivery or installation delays or any failure to perform its obligations under this Agreement resulting directly or indirectly
<br />from change order processing, acts or failure to act by Buyer, unresponsive inspectors, utility companies and any other causes beyond the direct control of WSS, including acts of
<br />God, weather, local disasters of any type, civil or military authority, fires, war, riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or
<br />supplies, or other circumstances beyond WSS’s reasonable control, whether similar or dissimilar to the foregoing.
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