New System Installation – Terms & Conditions

Assignment and Delegation: CUSTOMER may not assign its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of PSIC. PSIC may assign its right to receive payments to a third party.

CUSTOMER shall be responsible for maintaining all liability and property insurance. No insurer or other third party will have any subrogation rights against PSIC.

Hazardous Materials: CUSTOMER represents and warrants that, except as otherwise disclosed in this in the areas where PSIC will undertake work or provide Services, there are no: (a) materials or substances classified as toxic or hazardous either (i) on or within the walls, floors, ceilings or other structural components or (ii) otherwise located in the work area, including asbestos or presumed asbestos-containing materials, formaldehyde, containers or pipelines containing petroleum products or hazardous substances, etc.; (b) situations subject to special precautions or equipment required by federal, state or local health or safety regulations; or (c) unsafe working conditions.

CUSTOMER SHALL INDEMNIFY AND HOLD PSIC HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND COSTS OF WHATEVER NATURE, INCLUDING BUT NOT LIMITED TO, CONSULTANTS’ AND ATTORNEYS’FEES, DAMAGES FOR BODILY INJURY AND PROPERTY DAMAGE, FINES, PENALTIES, CLEANUP COSTS AND COSTS ASSOCIATED WITH DELAY OR WORK STOPPAGE, THAT IN ANY WAY RESULTS FROM OR ARISES UNDER SUCH MATERIALS, SITUATIONS OR CONDITIONS, REGARDLESS OF WHETHER CUSTOMER HAS PRE-NOTIFIED PSIC. THIS INDEMNIFICATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

Warranties and Limitation of Liability: PSIC will replace or repair any product PSIC provides or CUSTOMER procures under this Agreement that fails within the warranty period (Typically one-year) due to defective workmanship or materials. Only items covered under the manufacturer’s terms and conditions are covered by PSIC. Warranty services will be performed during normal business hours (8:00AM-5:00PM, Monday-Friday, excluding holidays). Repair or replacement will be accomplished as determined by the product manufacturer. The building owner will provide free access to all equipment. Any requirements for lifts, ladders of 6’ tall, and/or access hatches, etc. are excluded. Services requested to repair or replace items damaged by acts outside of the scope of warranty will be billable at PSIC current services rates.

The failure must not result from CUSTOMER’s negligence; or from fire, lightning, water damage, or any other cause beyond PSIC control. This warranty applies to PSIC fabricated and outside-purchased products. The warranty effective date is the date of CUSTOMER acceptance of the product or the date CUSTOMER begins to receive beneficial use of the product, whichever comes first. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE, AND PSIC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILTY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND MATERIALS PROVIDED HEREUNDER. PSIC SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM, OR RELATING TO, THIS LIMITED WARRANTY OR ITS BREACH.

PSIC shall not be liable for damages caused by delay or interruption in Services due to fire or flood; corrosive substances in the air or water supply that may enter or otherwise affect sprinkler piping and sprinkler systems including but not limited to biological growth, Calcium Carbonate Deposits and microbiologically influenced corrosion (MIC); strike, lockout, dispute with workmen, inability to obtain material or services, marine transportation issues, war, act of God or any other cause beyond PSIC reasonable control. Should any part of the system or any Equipment be damaged by fire, water, water leakage, freezing pipes, lightning, acts of God, third parties or any other cause beyond the control of PSIC, any repairs or replacement shall be paid for by CUSTOMER.

Indemnity and Limitation of Liability: PSIC agrees to indemnify and hold CUSTOMER and its agents and employees harmless from all claims for bodily injury and property damages to the extent such claims result from or arise under PSIC negligent actions or willful misconduct in its performance of the Services. PROVIDED, THAT NOTHING IN THIS ARTICLE SHALL BE CONSTRUED OR UNDERSTOOD TO ALTER THE LIMITATIONS OF LIABILITY CONTAINED IN THIS ARTICLE OR THE INDEMNIFICATION CONTAINED IN SECTION 4. IN NO EVENT SHALL PSIC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE, OR CONSEQUENTIAL DAMAGES ARISING FROM, RELATING TO, OR CONNECTED WITH THE SERVICES, EQUIPMENT, MATERIALS, OR ANY GOODS PROVIDED HEREUNDER. SUCH INDEMNITY OBLIGATION IS VALID ONLY TO THE EXTENT CUSTOMER GIVES PSIC REASONABLY PROMPT NOTICE IN WRITING OF ANY SUCH CLAIMS AND PERMITS PSIC, THROUGH COUNSEL OF ITS CHOICE, TO ANSWER THE CLAIMS AND DEFEND ANY RELATED SUIT.

The parties further agree that PSIC is not an insurer, that the Services purchased herein is designed only to reduce the risk of loss; that CUSTOMER chose the level and scope of services being provided by PSIC from a variety of service options; that PSIC will not be held liable for any loss, in tort or otherwise, which may arise from the failure of the system(s) and/or service(s) or any errors and omissions in the above referenced specifications. The parties further agree that this Agreement shall not confer any rights on the part of any person or entity not a party hereto, whether as a third-party beneficiary or otherwise.

BECAUSE IT IS IMPOSSIBLE TO ASSESS ACTUAL DAMAGES ARISING FROM THE FAILURE OF A SYSTEM AND/OR SERVICE PROVIDED UNDER THIS AGREEMENT, THE PARTIES AGREE THAT IF ANY LIABILITY IS IMPOSED ON PSIC FOR DAMAGES OR PERSONAL INJURY TO EITHER CUSTOMER OR ANY THIRD PARTY, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE AMOUNT OF THE CHARGE OF THIS AGREEMENT.

MISCELLANEOUS

Extent of Agreement: Except as and to the extent provided in the Contract, this Agreement represents the entire Agreement between CUSTOMER and PSIC for the services described herein and supersedes all prior negotiations, representations or Agreements between the Parties related to the Services described herein.

None of the provisions of this Agreement shall be modified, altered, changed or voided by any subsequent document unilaterally issued by CUSTOMER that relates to the subject matter of this Agreement. This Agreement may be amended only by written instrument signed by both Parties.

PSIC shall not be liable for any delay in producing, delivering, installing, or giving advice and technical assistance for any of the equipment or software covered hereunder if such delay shall be due to one or more of the following causes fire, strike, lockout, dispute with workmen, flood, lightning, accident, delay in transportation, shortage of fuel, inability to obtain material, war, embargo, demand or requirement of the United States or any governmental or war activity, or any other cause whatsoever beyond the reasonable control of PSIC. In addition, PSIC shall not be liable for any delays caused by failure of CUSTOMER, or its agent, or any person or entity not a party hereto, to perform any of its obligations in a timely manner.

EXCLUSIONS

Any and all items not specifically outlined in the scope of the proposal are excluded. This exclusion covers (but is not limited to) sales tax, unforeseen items in the ground, HVAC and/or duct detection tie-ins, fire-stopping materials in raceway sleeves, programming of devices supplied by other companies, structural engineering, fire watch, drawings, permits, professional Engineer review and/or PE stamped drawings, overtime, framing, patching, painting, millwork, stucco, texturing, or other finish repairs, system design, additional devices, repair, troubleshooting, or testing of existing wiring and devices, power for equipment supplied by others; changes directed by the Fire Marshal and or the Authority Having Jurisdiction beyond minimum code requirements or require addition of fire alarm devices, placement of fire alarm devices, or exclusion of fire alarm devices, and any other items not specifically mentioned in this proposal.

DEPOSIT

Any proposal exceeding $10,000 requires a mobilization deposit of no less than 15% and proposals in excess of $20,000 require 25%. Material will not be ordered and work will not begin until the deposit is received. Any change in material costs exceeding 3% before deposit is received will require a change order to cover additional costs.

ACCESS & NOTIFICATION

All work is to be completed during normal business hours (Mon-Fri/7am-4pm). Customer is responsible for providing PSIC technicians unrestricted access during scope of work. Fire alarm notification may be activated during scope of work. If return trips are required to complete the scope of work due to access or denied notification further charges may apply.

DISPUTE RESOLUTION

This Agreement shall be deemed to be made in Multnomah County, Oregon, regardless of the location of any office or representative of CUSTOMER, or the location of the equipment, or the place of signing by any party. This Agreement will be governed by Oregon law. The venue for any claim arising under this Agreement shall be in Multnomah County, Oregon.

In the event of a dispute regarding the interpretation or enforcement of the Agreement which results in litigation, the prevailing party shall have its attorney’s fees and costs paid by the losing party.

Insurance: Our proposed pricing is inclusive of our costs to perform the scope of services outlined in this proposal. There may be additional costs or fees incurred by Performance Systems due to specific insurance requirements presented by your Risk Management/Compliance team which may need to be shared by you.