Terms and Conditions of Sale

TERMS AND CONDITIONS GOVERNING QUOTATION BY HIGH RISE FIRE PROTECTION CORP. DBA SCUTUM

The conditions noted herein supersede all previous conditions governing quotations and sales of High Rise Fire Protection Corp. dba High Rise Fire and Security hereinafter may be referred to as High Rise.

1. PRICES ARE: For equipment listed herein only unless otherwise indicated. Prices quoted do not include any taxes. Prices are firm for a period of 30 days from the date of this quotation. The price reflects a discount for payment via wire, check or cash. All other forms of payment will incur a 4% service charge.

2. TERMS OF PAYMENT: General payment terms are net thirty (30) days from date of invoice where satisfactory open account is established and maintained.  A mobilization payment of up to fifty percent (50%) will be invoiced upon acceptance of client’s order.  Progress payments to one hundred percent (100%) of order value will be invoiced based upon equipment delivered or stored and work performed.  Payment up to 95% will be a requirement prior to FDNY Inspection. If High Rise is not requesting FDNY/AHJ Inspection as part of our scope of work or there will be no FDNY/AHJ Inspection for this project or High Rise is unable to request inspection due to scope or information needed outside of our contract, all retainage and any open invoice balances shall be due upon beneficial use.

3. TERMS OF SHIPMENT: F.O.B.  HIGH RISE FIRE PROTECTION PLANT unless otherwise noted and authorized by us.

4. SHIPPING DATE: Shipping dates specified are subject to confirmation by us at the time of placing the order, and is also subject to changes caused by strikes, accidents and any other conditions beyond our control.  Shipping schedule for equipment scheduled hereon subject to availability and starts with our acceptance of your formal order, and in the case of special items it starts upon receipt of complete information necessary to design and manufacture them.  Shipping schedule on orders requiring submissions of drawings or other data for approval starts when notification of final approval is received by us, unless advised in writing to the contrary. Material will be released for manufacture and subsequent shipment as soon as approval is received.  Unless specifically agreed upon in writing exact time of delivery is not a condition of sale and cancellation, return or penalties cannot be considered for that reason.  Unless specifically prohibited, partial shipments are acceptable.

5. ACCEPTANCE OF ORDERS: Orders based on this quotation are subject to acceptance by us only at our home office at Brooklyn, New York.

6. INTERPRETATION OF REQUIREMENTS: The equipment covered by this quotation represents our interpretation of the requirements from information available to us.  If quoted equipment differs from the actual requirements we reserve the right to revise our quotation accordingly, unless we specifically state in our quotation that the equipment will be supplied in accordance with job plans and specifications applying thereto.

7. CANCELLATION: In the event of a request to stop work or to cancel any part of an order, liquidated damages are to be paid to us as follows: a) any work scheduled for completion within 30 days will be paid for in full and prompt instruction given to us as to disposition.

b) all work in process, and any raw materials and supplies used or for which commitments have been made by us in connection with this order, will be paid for on the basis of our full cos

8. RETURNS AND EXCHANGES: Written permission must be received from us to return or exchange equipment.  On standard equipment the service or exchange charge will vary from 25% to 50% depending upon cost of handling, turnover, etc.  Special or non-stock equipment cannot be returned or exchanged.  The cost of repairing or refinishing any equipment will be added to the service charge.  Transportation cost involved must be borne by the purchaser.

9. CLAIMS FOR BREAKAGE AND NON-RECEIPT: Total and full responsibility is transferred to consignee after bill of lading or receipt is signed.  Claims for breakage, etc. should be forwarded to the transportation company.  Shipment should be inspected for damage upon arrival and damage noted on packing slip by the receiving party.  Claims of short shipment must be made within five (5) days of receipt of equipment.  Failure to do so deprives us of ability to substantiate accuracy of shipment and thereby nullifies any claim against us.

10. WARRANTY: High Rise Fire Protection Corp. dba High Rise Fire and Security, does not make any, nor has it made any warranty in conjunction with the sale of High Rise products except the following: High Rise Fire Protection Corp. dba High Rise Fire and Security, warrants all new products that it manufactures to be free from defects in material and workmanship, and will without charge, within one year from the date of shipment, replace or repair, F.O.B. point of manufacture, any part thereof found to be defective.  Products not of our manufacture, are not covered by this warranty and no responsibility from same will be assumed by us unless prior written authorization is obtained from the home office.  Any warranty of High Rise Fire Protection Corp. dba High Rise Fire and Security will not apply if the product is subject to improper use, tampering, negligence, vandalism, or accident.  Our liability does not extend to consequential damages.  This warranty provides that examination of returned product must disclose, in High Rise Fire Protection's judgment, a manufacturing defect.  Authorization for return of merchandise must be accompanied by a written return authorization.  Any product purchased from High Rise Fire Protection and not returned with a written return authorization shall and will be assumed to be out of warranty.  Repairs, replacement parts and shipping will be charged to purchaser.

11. TAXES: The amount of any use or sales tax or other similar tax which may by applicable to the products offered for sale by us shall be paid by the purchaser. High Rise Fire Protection Corp. dba High Rise Fire and Security is not responsible for the collection and filing of use and sales taxes except in jurisdictions where said collection and filing is obligatory by us.

12. All drawings and wire diagrams provided by High Rise Fire Protection Corp. dba High Rise Fire and Security in connection with this agreement are protected under United States Copyright Laws and intended solely for the use of the installing contractor is a general guide for the installation of the system.  These drawings and wire diagrams are prepared in accordance with the project plans and specifications available to High Rise at time of bid and are NOT intended to be High Rise design or approval documents.  Under no circumstances is any clause in this agreement or any actions taken by High Rise to be construed in such a way as to impose upon High Rise the duties or liabilities of a design professional.

13. The above conditions and terms may only be modified or waived by written agreement. 

14. Client assures High Rise that the project is not prevailing wage and is not “Public Work” as defined in Article 8, Section 220 NYS Labor Law.

15. CLIENT RESPONSIBLE FOR FALSE ALARMS / PERMIT FEES / NON-SOLICITATION / ADDITIONAL COSTS / OTHER LICENSED TRADES / CO AND ECB VIOLATIONS / AND EXPERT WITNESS FEES: Client is responsible for all alarm permits and permit fees, agrees to file for and maintain any permits required by applicable law and AHJ and indemnify or reimburse HIGH RISE for any fees or fines relating to permits, code compliance or false alarms.  HIGH RISE shall have no liability for permit fees, false alarms, false alarm fines, fire response, any damage to personal or real property or personal injury caused by fire department response to alarm, whether false alarm or otherwise,  or the refusal of the fire department to respond.  In the event of termination of fire response by the fire department this agreement shall nevertheless remain in full force and Client shall remain liable for all payments provided for herein.  Should HIGH RISE be required by existing or hereafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Client agrees to pay HIGH RISE for such service or material. Client agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity any employee of HIGH RISE assigned by HIGH RISE to perform any service for or on behalf of Client for a period of two years after HIGH RISE has completed providing service to Client. In the event of Client’s violation of this provision, in addition to injunctive relief, HIGH RISE shall recover from Client an amount equal to such employee's salary based upon the average three months preceding employee's termination of employment with HIGH RISE, times twelve, together with HIGH RISE’s counsel and expert witness fees. Client is responsible for engaging licensed trades to perform any work which HIGH RISE is not licensed to perform interconnecting the fire alarm to HVAC, elevators, appliances and other electronic and mechanical systems. It is Client's responsibility to obtain a Certificate of Occupancy for the intended use of the premises affected by the fire alarm or obtain a Letter of No Objection from the AHJ if a Certificate of Occupancy is not available. It is Client's sole responsibility to cure any building or Environmental Control Board violations. In the event Client or any third party subpoenas or summons HIGH RISE requiring any services or appearances, Client agrees to pay HIGH RISE $150 per hour for such services and appearances. 

16.   INDEMNITY / WAIVER OF SUBROGATION RIGHTS / ASSIGNMENTS:  Client agrees to and shall defend, advance expenses for litigation and arbitration, including investigation, legal and expert witness fees, indemnify and hold harmless HIGH RISE, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Client, including  reasonable attorneys' fees and losses asserted against and alleged to be caused by HIGH RISE’s performance, negligent performance, or failure to perform any obligation under or in furtherance of this agreement.  Parties agree that there are no third-party beneficiaries of this agreement.  Client on its behalf and any insurance carrier waives any right of subrogation Client's insurance carrier may otherwise have against HIGH RISE or HIGH RISE’s subcontractors arising out of this agreement or the relation of the parties hereto. Client shall not be permitted to assign this agreement without written consent of HIGH RISE.  HIGH RISE shall have the right to assign this agreement and shall be relieved of any obligations created herein upon such assignment.

17.  EXCULPATORY CLAUSE:  HIGH RISE and Client agree that HIGH RISE is not an insurer and no insurance coverage is offered herein. The fire alarm and HIGH RISE’s services are designed to detect and reduce certain risks of loss, though HIGH RISE does not guarantee that no loss or damage will occur.  HIGH RISE is not assuming liability, and, therefore, shall not be liable to Client or any other third party for any loss, economic or non-economic, in contract or tort, data corruption or inability to retrieve data, personal injury or property damage sustained by Client as a result of equipment failure, human error,  fire, smoke, water or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by HIGH RISE’s breach of contract, negligent performance to any degree in furtherance of this agreement, any extra contractual or legal duty, strict products liability, or negligent failure to perform any obligation pursuant to this agreement or any other legal duty. Client releases HIGH RISE from any claims for contribution, indemnity or subrogation.

18.   INSURANCE / ALLOCATION OF RISK: Client shall maintain a policy of Comprehensive General Liability and Property Insurance for liability, casualty, fire, theft, and property damage under which Client is named as insured and HIGH RISE is named as additional insured and which shall cover any loss or damage HIGH RISE's services are intended to detect to one hundred percent of the insurable value or potential risk. The parties intend that the Client assume all potential risk and damage that may arise by reason of failure of the equipment, system or HIGH RISE's services and that Client will look to its own insurance carrier for any loss or assume the risk of loss.  HIGH RISE shall not be responsible for any portion of any loss or damage which is recovered or recoverable by Client from insurance covering such loss or damage or for such loss or damage against which Client is indemnified or insured. Client and all those claiming rights under Client waive all rights against HIGH RISE and its subcontractors for loss or damages caused by perils intended to be detected by HIGH RISE's services or covered by insurance to be obtained by Client, except such rights as Client or others may have to the proceeds of insurance.         

19.  LIMITATION OF LIABILITY:  CLIENT AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF HIGH RISE AS A RESULT OF HIGH RISE'S BREACH OF CONTRACT,  NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF HIGH RISE'S OBLIGATIONS PURSUANT TO THIS AGREEMENT OR ANY OTHER LEGAL DUTY, EQUIPMENT FAILURE, HUMAN ERROR, OR STRICT PRODUCTS LIABILITY, WHETHER ECONOMIC OR NON-ECONOMIC, IN CONTRACT OR IN TORT, THAT HIGH RISE'S LIABILITY SHALL BE LIMITED TO THE SUM OF $250.00 OR 5% OF THE SALES PRICE, WHICHEVER IS GREATER.  IF CLIENT WISHES TO INCREASE HIGH RISE'S AMOUNT OF LIMITATION OF LIABILITY, CLIENT MAY, AS A MATTER OF RIGHT, AT ANY TIME, BY ENTERING INTO A SUPPLEMENTAL AGREEMENT, OBTAIN A HIGHER LIMIT BY PAYING AN ANNUAL PAYMENT CONSONANT WITH HIGH RISE'S INCREASED LIABILITY. THIS SHALL NOT BE CONSTRUED AS INSURANCE COVERAGE. CLIENT ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS EXCULPATORY CLAUSE, INDEMNITY, INSURANCE, ALLOCATION OF RISK AND LIMITATION OF LIABILITY PROVISIONS. 

20. LEGAL ACTION / ARBITRATION / SECURITY INTEREST / BREACH / LIQUIDATED DAMAGES / AGREEMENT TO BINDING ARBITRATION: In the event HIGH RISE retained ownership of the communication system and Client breaches this agreement HIGH RISE may, at its option, either remove its Communication System or deem same sold to Client for 80% the amount specified as the agreed value of the communication system.  HIGH RISE may, without prior notice, suspend or terminate its services in event of Client’s default in performance of this agreement and shall be permitted to terminate all its services under this agreement and deactivate the System without relieving Client of any obligation herein and may notify AHJ of termination. All actions or proceedings by either party must be based on the provisions of this agreement.  Any other action that Client may have or bring against HIGH RISE in respect to services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement.  In order to secure all indebtedness or liability of Client to HIGH RISE, Client hereby grants HIGH RISE a security interest in all of Client's equipment, inventory and proceeds thereof, accounts receivables and cash on hand and HIGH RISE may execute and file UCC-1 statement.  The prevailing party in any litigation or arbitration is entitled to recover its reasonable legal fees from the other party.  The parties waive trial by jury in any action between them unless prohibited by law.  In any action commenced by HIGH RISE against Client, Client shall not be permitted to interpose any counterclaim.  CLIENT AGREES THAT CLIENT MAY BRING CLAIMS AGAINST HIGH RISE ONLY IN CLIENT’S INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION PLAINTIFF OR CLASS ACTION MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  ANY DISPUTE BETWEEN THE PARTIES OR ARISING OUT OF THIS AGREEMENT, INCLUDING ISSUES OF ARBITRABILITY, SHALL, AT THE OPTION OF ANY PARTY, BE DETERMINED BY BINDING AND FINAL  ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BY ARBITRATION SERVICES INC., ITS SUCCESSORS OR ASSIGNS, UNDER ITS ARBITRATION RULES AT WWW.ARBITRATIONSERVICESINC.COM, EXCEPT THAT NO PUNITIVE OR CONSEQUENTIAL DAMAGES MAY BE AWARDED. The arbitrator shall be bound by the terms of this agreement and is authorized to conduct proceedings by telephone, video or by submission of papers.  By agreeing to this arbitration provision you are waiving your right to a jury trial, waiving your right to appeal the arbitration award and waiving your right to participate in a class action.  Any action between the parties must be commenced within one year of the accrual of the cause of action or shall be barred.  Service of process or papers in any legal proceeding or arbitration between the parties may be made by First-Class Mail delivered by the U.S. Postal Service addressed to the party's address in this agreement or another address provided by the party in writing to the party making service.  The parties submit to the jurisdiction and laws of New York and agree that any litigation or arbitration between the parties may be commenced and maintained in the county where HIGH RISE’s principal place of business is located or in Nassau County, New York. CLIENT ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND THAT ARBITRATION IS BINDING AND FINAL AND THAT CLIENT IS WAIVING CLIENT’S RIGHT TO TRIAL IN A COURT OF LAW AND OTHER RIGHTS. 

21. HIGH RISE’S RIGHT TO SUBCONTRACT SPECIAL SERVICES:  Client agrees that HIGH RISE is authorized and permitted to subcontract any services to be provided by HIGH RISE to third parties who may be independent of HIGH RISE, and that HIGH RISE shall not be liable for any loss or damage sustained by Client by reason of fire or any other cause whatsoever caused by the negligence of third parties and that Client appoints HIGH RISE to act as Client’s agent with respect to such third parties, except that HIGH RISE shall not obligate Client to make any payments to such third parties. Client acknowledges that this agreement, and particularly those paragraphs relating to HIGH RISE’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors, manufacturers, vendors and central station of HIGH RISE.

22. MOLD, OBSTACLES AND HAZARDOUS CONDITIONS:  Client shall notify HIGH RISE in writing of any undisclosed, concealed or hidden conditions in any area where installation is planned, and Client shall be responsible for removal of such conditions.  In the event HIGH RISE discovers the presence of suspected asbestos or other hazardous material HIGH RISE shall stop all work immediately and notify Client.  It shall be Client’s sole obligation to remove such conditions from the premises, and if the work is delayed due to the discovery of suspected asbestos or other hazardous material or conditions then an extension of time to perform the work shall be allowed and Client agrees to compensate HIGH RISE for any additional expenses caused by the delay but not less than $1000.00 per day until work can resume.   If HIGH RISE, in its sole discretion, determines that continuing the work poses a risk to HIGH RISE or its employees or agents, HIGH RISE may elect to terminate this agreement on 3-day notice to Client and Client shall compensate HIGH RISE for all services rendered and material provided to date of termination.  HIGH RISE shall be entitled to remove all its equipment and uninstalled equipment and material from the job site. Under no circumstances shall HIGH RISE be liable to Client for any damage caused by mold or hazardous conditions or remediation thereof.

23. FULL AGREEMENT / SEVERABILITY: This agreement along with the Schedule of Equipment and Services constitutes the full understanding of the parties and may not be amended, modified or canceled, except in writing signed by both parties.  Client acknowledges and represents that Client has not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set forth in this Agreement.  Client hereby waives all rights and remedies, at law or in equity, arising, or which may arise, as the result of Client’s reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance.  To the extent this agreement is inconsistent with any other document or agreement, whether executed prior to, concurrently with or subsequent to this agreement the terms of this agreement shall govern.  This agreement shall run concurrently with and shall not terminate or supersede any existing agreement between the parties unless specified herein.  Should any provision of this agreement be deemed void, the remaining parts shall be enforceable. 

24. Due to supply-chain issues, shipping difficulties, and various unavoidable delays currently affecting the industry, Client acknowledges that approval of this proposal and/or placement of devices can be delayed and outside of the control of High Rise Fire and Security despite our efforts. Reasonable extensions of time may be required in order to counteract, avoid, and minimize such delays and Client agrees to provide us with such extensions. Above industry challenges, inflation, and unanticipated increases on products and shipping may also affect the overall pricing of the project. This depends on the time this quote, the time any resulting agreement, or the time any resulting contract has been provided/executed and the time when High Rise has been directed by the Client to purchase the products covered by this quote, any resulting agreement, or any resulting contract. Client understands that High Rise will make commercially reasonable efforts to minimize any incurred increases due to the above. However, Client agrees and understands that they may be required to pay the differences resulting from these increases by change order or otherwise.