Terms and Conditions of Sale

TERMS AND CONDITIONS OF SALE 

Thompson Electronics Company DBA Scutum 

905 S Bosch Road, Peoria, IL 61607 

Office (309) 697-2277  •  Fax (309) 697-3337  •  License # 127-000536 

1. CONTRACT PRICE: Buyer shall pay Thompson Electronics Company (SCUTUM) the agreed upon Contract Price, subject to additions and deductions by Change Order. Prices are valid until the validity date of the quotation or for 30 days unless stated otherwise. 

2. PROGRESS PAYMENTS: Based upon requests for payment submitted by SCUTUM, buyer shall make monthly progress payments on account based on the value of stored materials and work completed each month. If required by SCUTUM, monthly progress payments shall be accompanied by a Contractor’s Sworn Affidavit and fully executed lien waivers from all subcontractors for whom payment is being requested by SCUTUM.  

3. PAYMENT TERMS: Payment terms to buyers of satisfactory credit are: NET 30 Days from Date of Invoice. Payment should be sent to “remit to” address on invoice. Delinquent invoices or portions thereof are subject to a service charge of 1.5% per month (or the legal maximum allowable in the Buyer’s state.) Overdue and delinquent account balances are subject to being placed for collection. Buyer shall pay all expenses incurred including collection fees, court costs, and reasonable attorney fees. If Buyer’s account is overdue, Buyer agrees that SCUTUM may offset the account balance or any portion thereof against any funds due Buyer by SCUTUM. Orders from corporations to be shipped on open account must be confirmed with written purchase orders. All shipments are FOB Peoria, Illinois. Prepay Terms: New customers without previous history with SCUTUM, must pay by wire transfer, certified check, credit card or cash for product needed to be shipped immediately. New Buyers may pay by a personal or buyers check, but the order may be held for up to two weeks for check clearance. All buyers must complete a credit application which SCUTUM will keep on file. Customers may make payments to SCUTUM by using VISA or MasterCard if said payment is cleared in advance by SCUTUM. Please contact our office in advance of order for details. COD Terms: COD’s for up to $300.00 can be paid by company check. For invoicing exceeding $300.00, SCUTUM requires payment by cash or certified check. Orders for custom fabricated materials are accepted as prepaid orders only and are not subject to cancellation or return. 

4. TAXES: SCUTUM’s prices are exclusive of brokerage fees, duty or taxes of any type unless specified and noted otherwise. Any taxes of any type applicable to any purchases from SCUTUM shall be the responsibility of the Buyer. Buyer shall provide SCUTUM with a current tax exemption certificate acceptable to the taxing authorities in the state, province or nation in which the merchandise is to be delivered, if said purchase is tax exempt. Buyer shall pay any and all tax liabilities and duties which are due on any purchase from SCUTUM. Buyer shall report the tax status to SCUTUM of any item purchased from SCUTUM.  

5. TITLE: Title passes from SCUTUM to the Buyer and risk of loss is borne by the Buyer when product is delivered to the carrier at the FOB point stated herein. All reports of, and claims for, damage resulting from or incurred in transportation must be filed with the carrier by Buyer.  

6. LIMITED WARRANTY: The warranty described in this paragraph shall be IN LIEU OF any other warranty, express or implied, including but not limited to, any implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE:  

Material only Purchases (Includes projects where SCUTUM provides final termination labor only.) The warranty period is one year from the date of final invoice, unless stated differently by the manufacturer. This warranty does not cover after-hour emergency service calls.  

a) The buyer is responsible for removing and reinstalling material suspected to be defective and incurs all expenses thereof.  

b) Prior to returning material, the buyer must obtain a return authorization from SCUTUM. Shipping must be prepaid.  

c) There will be no equipment repair charge, other than shipping charges and service labor (if on-site labor is required) for material determined by the manufacturer to be defective from the factory.  

d) If the buyer requires SCUTUM to go to the buyer’s location for diagnosis or problem inspection of material suspected to be defective, service labor rates will apply.  

e) SCUTUM’s obligation under this warranty is limited to the repair or replacement of defective material. SCUTUM will not be responsible for subsequent damages resulting from the defect in the material.  

f) This warranty does not cover material which has been damaged by acts of nature, accident, abuse, misuse, or improper storage, installation, or service.  

Material and Installation Purchases (Does not include projects where SCUTUM makes only final connections at panels or final checkout of system. See warranty for material only purchases.)  

a) The warranty period is one year from the date of final invoice, unless stated differently by the manufacturer. This warranty does not cover after-hour emergency calls.  

b) Installations made by SCUTUM are warranted for one year from the date of final invoice. It is the buyer’s responsibility to notify SCUTUM of claims of improper installation of the material. Should the buyer elect to remove suspected defective material himself, a return authorization is required prior to returning equipment to SCUTUM.  

c) For material which the manufacturer determines was defective from the factory, there will be no repair charge (other than shipping charges).  

d) SCUTUM’s obligation under this warranty is limited to the repair or replacement of defective material. SCUTUM will not be responsible for subsequent damages resulting from the defect in the material.  

e) This warranty does not cover material which has been damaged by acts of nature, accident, abuse, misuse, improper storage or service.  

Product Installations: 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 Thompson Electronics 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 such as Tariffs 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 Thompson Electronics has been directed by the Client to purchase the products or ship covered by this quote, any resulting agreement, or any resulting contract. Client understands that Thompson Electronics 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. 

7. EXCLUSIONS OF WARRANTIES: The parties agree that the implied warranties of MERCHANTABILITY and FITNESS FOR A PARTICULAR PURPOSE and all other warranties, express or implied, are EXCLUDED from this transaction and shall not apply to the goods sold.  

8. BUYER’S PURCHASE ORDER – CONFLICT OF TERM: In the event that the written terms of Buyer purchase order conflict with the terms and conditions contained herein, the terms and conditions contained herein shall control.  

9. DELIVERY: Deliveries shall be subject to and contingent upon timely receipt of order by SCUTUM, together with Buyer qualification of credit requirements, and SCUTUM shall not be liable for failure to meet required delivery due to buyer’s credit clearance problems or causes beyond SCUTUM’s control, including without limitation, unavailability of product from SCUTUM’s supplier, strikes and/or other labor difficulty, riot, war, fire, acts of God, delay or default by a common carrier, or other delays beyond SCUTUM’s reasonable control. Unless otherwise instructed, SCUTUM will choose the most economical means and routing consistent with the requirements and type of product involved. Goods are packed for shipment in accordance with the standard commercial practice of SCUTUM.  

10. DISCREPANCY CLAIMS B FAILED DELIVERY CLAIMS: Merchandise is shipped FOB Peoria and risk of loss lies with the buyer. Any claims made by buyer against SCUTUM for discrepancies between invoiced descriptions or quantities and actual product received by the buyer must be made in writing to SCUTUM within thirty (30) days of invoice date. Failure to submit said written claim will result in a waiver of any claims buyer may have. Any Buyer who wishes to dispute a delivery of merchandise may make written request upon SCUTUM for carrier’s proof of delivery within thirty (30) days from date of invoice. Failure by Buyer to request such proof of delivery within the 30-day time period will result in a wavier of Buyer’s right to raise the issue of delivery will be conclusively presumed.  

11. RETURNED MATERIAL: No product or equipment of any kind may be returned without prior approval and specific shipping instructions from SCUTUM. No returns are permitted on custom ordered material.  

12. RESTOCK CHARGE: Unless otherwise agreed, a restock charge will be assessed upon the return of products due to buyer ordering error or when the product has suffered damage while in buyer’s possession or upon late cancellation of order or when assessed by the manufacturer.  

13. ALTERATION OF TERMS AND CONDITIONS: The terms of this Agreement are the final, complete and exclusive expression of the agreement between buyer and SCUTUM and shall not be modified unless such modification is in writing and signed by buyer and SCUTUM.  

14. CHANGE OF BUYER’S NAME OR ADDRESS; REORGANIZATION: Buyer hereby agrees to notify SCUTUM in writing of any changes of name or address, or of any corporate reorganization or change of ownership. All Agreements and Obligations between SCUTUM and the former buyer shall be binding on any entity or individual replacing the former buyer.  

15. ACCEPTANCE OF SALES ORDERS: All sales are subject to written acceptance by SCUTUM at its principal place of business: 905 South Bosch Road, Peoria, Illinois.  

16. MOLD, OBSTACLES AND HAZARDOUS CONDITIONS: Client shall notify SCUTUM 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 SCUTUM discovers the presence of suspected asbestos or other hazardous material SCUTUM 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 SCUTUM for any additional expenses caused by the delay but not less than $1000.00 per day until work can resume.   If SCUTUM, in its sole discretion, determines that continuing the work poses a risk to SCUTUM or its employees or agents, SCUTUM may elect to terminate this agreement on 3-day notice to Client and Client shall compensate SCUTUM for all services rendered and material provided to date of termination.  SCUTUM shall be entitled to remove all its equipment and uninstalled equipment and material from the job site. Under no circumstances shall SCUTUM be liable to Client for any damage caused by mold or hazardous conditions or remediation thereof.
     
17. SCUTUM’S RIGHT TO SUBCONTRACT SPECIAL SERVICES:  Client agrees that SCUTUM is authorized and permitted to subcontract any services to be provided by SCUTUM to third parties who may be independent of SCUTUM, and that SCUTUM 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 SCUTUM to act as Client’s agent with respect to such third parties, except that SCUTUM shall not obligate Client to make any payments to such third parties. Client acknowledges that this agreement, and particularly those paragraphs relating to SCUTUM’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 SCUTUM.
     
18. 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. 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 Scutum 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 Scutum has been directed by the Client to purchase the products covered by this quote, any resulting agreement, or any resulting contract. Client understands that Scutum 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.
     
19. 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 SCUTUM, 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 SCUTUM’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 SCUTUM or SCUTUM’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 SCUTUM.  SCUTUM shall have the right to assign this agreement and shall be relieved of any obligations created herein upon such assignment.
     
20. EXCULPATORY CLAUSE:  SCUTUM and Client agree that SCUTUM is not an insurer and no insurance coverage is offered herein. The fire alarm and SCUTUM’s services are designed to detect and reduce certain risks of loss, though SCUTUM does not guarantee that no loss or damage will occur.  SCUTUM 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 SCUTUM’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 SCUTUM from any claims for contribution, indemnity or subrogation.
     
21. 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 SCUTUM is named as additional insured and which shall cover any loss or damage SCUTUM'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 SCUTUM's services and that Client will look to its own insurance carrier for any loss or assume the risk of loss. SCUTUM 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 SCUTUM and its subcontractors for loss or damages caused by perils intended to be detected by SCUTUM'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.
     
22. LIMITATION OF LIABILITY:  CLIENT AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF SCUTUM AS A RESULT OF SCUTUM'S BREACH OF CONTRACT,  NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF SCUTUM'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 SCUTUM'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 SCUTUM'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 SCUTUM'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. 
     
23. LEGAL ACTION / ARBITRATION / SECURITY INTEREST / BREACH / LIQUIDATED DAMAGES / AGREEMENT TO BINDING ARBITRATION: In the event SCUTUM retained ownership of the communication system and Client breaches this agreement SCUTUM 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.  SCUTUM 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 SCUTUM 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 SCUTUM, Client hereby grants SCUTUM a security interest in all of Client's equipment, inventory and proceeds thereof, accounts receivables and cash on hand and SCUTUM 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 SCUTUM against Client, Client shall not be permitted to interpose any counterclaim.  CLIENT AGREES THAT CLIENT MAY BRING CLAIMS AGAINST SCUTUM 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 Illinois and agree that any litigation or arbitration between the parties may be commenced and maintained in the county where SCUTUM’s principal place of business is located or in Nassau County, Illinois. 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.
     
24. REUSE OF DOCUMENTS All documents including drawings and specifications furnished by SCUTUM pursuant to this Agreement are instruments of services in respect to the project. They are not intended or represented to be suitable for reuse by the Buyer or others on extensions of this project on any other project. Any reuse, unauthorized use or expansion upon said drawings and/or specifications, without specific written authorization and/or adaptation by SCUTUM, are at Buyer’s sole risk and without liability or legal exposure to SCUTUM. Buyer shall indemnify and hold harmless SCUTUM from all claims, damages, losses and expenses, including attorney’s fees, arising out of or resulting therefrom. Any such authorization and/or adaptation will entitle SCUTUM to further compensation. All proposal documents and drawings represent the intellectual property of SCUTUM. Any use of these documents, other than as authorized by SCUTUM, may be considered as theft of intellectual property and may result in legal action against those converting said property.
     
25. CANCELLATION/TERMINATION: Following acceptance by SCUTUM, the Buyer’s purchase order may only be canceled or shipments delayed with the consent of SCUTUM. Should SCUTUM consent to Buyer’s request to stop work or to cancel the whole or any part of an order, the Buyer shall make payments to SCUTUM as follows: a) Any and all work that SCUTUM can complete within ten (10) days from date of cancellation shall be completed, shipped and paid in full; b) Buyer shall pay for work in process, any materials and supplies procured or for which definite commitments have been made by SCUTUM in connection with the order; and c) Buyer shall pay SCUTUM fees for all services rendered to the date of termination and later dates as related to such cancellation, and further pay all expenses including engineering labor, site labor, and shop labor and reimbursable termination expenses, including freight, handling, material restocking charges and reasonable attorney’s fees and costs.
     
26. CHOICE OF LAW: This document shall be governed by the laws of the State of Illinois. In the event that any part of this document is held invalid by any court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.
     
27. VENUE: Any litigation involving this agreement shall be brought in the Tenth Judicial Circuit Court, Peoria County, Illinois. Buyer hereby waives the right to litigate the terms of this agreement in any other forum. Buyer also waives any jurisdictional, venue or service of process objections and hereby consents to litigate any disputes in the Tenth Judicial Circuit Court, Peoria, Illinois.
     
28. EXECUTION: This agreement is considered in force when agreement to purchase has been made by the Buyer and accepted by SCUTUM.