Terms and Conditions

Terms & Conditions

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the subsequent Sections as follows:

Software, programming, and graphics provided by Basepoint Building Automations are for express use at the customer site specific to the project and locations. The programming or graphics created by Basepoint Building Automations shall not be duplicated, modified, or used by others for other projects or purposes. Any changes to programming or graphics by the customer or a third-party vendor shall result in the removal of all warranty and liability of Basepoint Building Automation.

NOTWITHSTANDING, ANY INCONSISTENT OR ADDITIONAL TERMS THAT MAY BE EMBODIED IN THE PURCHASE ORDER, SELLER WILL ACCEPT YOUR ORDER SUBJECT ONLY TO THE TERMS OF THE WRITTEN CONTRACT BETWEEN US UNDER WHICH YOUR ORDER IS PLACED. IF NO SUCH CONTRACT EXISTS, THE SELLER WILL ACCEPT YOUR ORDER ONLY ON THE EXPRESS CONDITION THAT YOU ASSENT TO OUR TERMS AND CONDITIONS AND YOUR ACCEPTANCE AND RECEIPT OF GOODS SHIPPED HEREUNDER SHALL CONSTITUTE ASSSENT TO SUCH TERMS AND CONDITIONS.

Maintenance Provided and Replacement Part Procedure. Subject to the terms set forth in these Agreements, the Service Company agrees to provide maintenance on the equipment listed in Exhibit B hereto (the “Equipment”) at the premises identified on such Exhibit B (the “Premises”). The Service Company shall provide such service during the hours and according to the schedule identified by the level agreement. Normal response time will be within Twenty-Four (24) hours of the Customer’s service request. The Service Company maintenance service (a) shall include only maintenance of all current manufactured parts and labor required to repair (or replace) equipment which has become defective through normal wear and usage, excluding any Equipment that has reached its end of life, end of service and has been deemed obsolete by the manufacture (b) is intended to keep the Equipment in, or restore the Equipment to, good working order during the term of the Agreement, (c) all service and Equipment repairs required outside of the approved agreement will be invoiced at the approved service level agreement rates, (d) does not assure against interruptions in operation of the Equipment.
Service Company Access and Customer Responsibilities. The Service Company’s employees shall have full and free access to the Equipment at the Premises. Customer agrees to (a) prevent unauthorized adjustment, repair, or modification to the Equipment, (b) ensure that the Equipment is utilized in accordance with the applicable Service Company and/or manufacturer’s specifications, and (c) keep all walls, doors, windows or other elements at the Premises as now constructed (or subsequently altered) maintained in such condition, at Customer’s expense, as to permit proper operation of the Equipment and the system to which the Equipment is a part. In order to protect Customer from losses resulting from damage to, or destruction of, the Equipment or any of Customer’s systems, Customer shall include the Equipment and such systems in the coverage provided in its liability and fire insurance policies. The Customer shall, in all cases and at no charge to the Service Company, perform such non-skilled checks and tests as may reasonably be requested by the Service Company and to notify the Service Company promptly if any of the Equipment fails to properly respond to any such check or test. These tests shall not require the Customer to furnish specialized equipment. In the event that any of the Customer responsibilities identified in this Section 2 are not fulfilled, the Service Company shall have the right to immediately withdraw the affected Equipment from service coverage under this Agreement without affecting the scheduled charges under Section 4, below.
Term. The term of this Agreement shall be for One (1) year and shall auto renew for successive additional periods of one year, provided, however, that either party may terminate this Agreement by sending written notice to the other party thirty (30) days prior to the annual renewal date. In addition to the preceding termination right, the Service Company shall have the right on an annual basis to increase the periodic maintenance charge identified in Section 4, below, by up to 5% without notification to the Customer. The Service Company agrees to notify the Customer by sending written notice of any such increase larger than listed in this section 3 to the other party at least forty-five (45) days prior to the annual renewal date.
Scheduled Maintenance Charges. In addition to any other charges or fees specified in this Agreement, the Customer agrees to pay the Service Company the amounts set forth on Exhibit A hereto during the term of this Agreement, which amount shall be due and payable within 30 days of submission of the invoice. As set forth in section 10, a finance charge on past due invoices can be imposed. Such amounts are subject to modification by the Service Company in accordance with the terms of Section 3, above.
Additional Costs and Charges. The cost of materials and replacement parts installed by the Service Company in connection with performance of the maintenance and repair services under this Agreement shall be charged to Customer as follows: Approved Exhibit A Contract. In addition, on-site maintenance calls (a) in which the Equipment was not the cause of the reported trouble, (b) where no trouble was found or (c) where the call was due to Customer or its representatives improperly following operating instructions for the Equipment, will be billed separate and apart from the obligations of this Agreement at the then existing normal rates during standard business hours (or at the Service Company’s Premium rates for non-standard business hours) plus travel costs.
Exclusions. Equipment covered under this Agreement must be in good working order, satisfactory to the Service Company, prior to commencement of the Service Company’s obligations hereunder. The Service Company shall have the right to conduct such tests as the Service Company desires to determine for the sole benefit of the Service Company whether such condition has been satisfied. Furthermore, service, maintenance or repair of Equipment under this Agreement shall not include service, maintenance or repair caused by (a) customer’s negligence, (b) theft, abuse, fire, flood, wind, lighting, unreasonable power line surges, or acts of God or public enemy, (c) improper wiring, installation, repair or alteration of Equipment by persons unauthorized by Provider, (d) use of any Equipment for other than the ordinary use for which such Equipment was designed or the purpose for which such Equipment was intended, or (e) failure to provide a suitable operating environment as prescribed by the Service Company or by an Equipment manufacturer, including, without limitation, with respect to electrical power, air conditioning, and humidity control. Without limiting the preceding exclusions, specific items excluded from maintenance under this Agreement are: See Exhibit C.Where telephone, internet, and LAN network data lines and service contract equipment are used in conjunction with the Equipment, the Service Company has no responsibility for such telephone, internet or LAN network data lines or such service contract equipment. Upon request, the Service Company will assist the telephone and or ISP company in repairing a problem with the Service Company’s current time and material rates. Service, maintenance, or repair resulting from configuration changes made or attempted by persons unauthorized by the Service Company is excluded from this Agreement. Except to the extent separately agreed in writing between the Service Company and the Customer, (a) the Service Company has no system responsibility as to the use or application of the Equipment beyond the product specification, and (b) the Customer assumes full responsibility for the functional adequacy of the Equipment configuration as applied in the installation and for all system analysis and system engineering work.The Service Company is not responsible for the Customer’s loss of data for any reason including the negligence of the Service Company. The Customer is responsible for maintaining current backups of all data. Any warranty does not cover infection of any Customer’s system with a virus. Virus protection is the responsibility of the Customer. All work necessary for the Service Company to remove a virus will be billed to the Customer. The Service Company will not be responsible for service or work arising from abuse, misuse, illegal use, or modification of the application or system other than by the Service Company.
Force Majeure. The Service Company shall not be considered in default if performance of its obligations hereunder is prevented or delayed by acts of God or government, labor disputes, failures, or delay of transportation, or by vendors or subcontractors, or any other similar cause or causes beyond the reasonable control of the Service Company. Time of performance of the Service Company’s obligations hereunder shall be extended by the time reasonably necessary to overcome the effects of such force majeure occurrences.
LIMITED WARRANTY AND LIMITATION OF LIABILITY. The Service Company warrants all work performed by the Service Company hereunder against defects in materials and workmanship for a period of One (1) year from the date of performance of such work. THE PARTIES AGREE THAT CUSTOMER’S SOLE REMEDY FOR BREACH OF SUCH WARRANTY SHALL BE FOR CUSTOMER TO REQUIRE THE SERVICE COMPANY TO CORRECT, REPAIR OR REPLACE ANY WORK BY THE SERVICE COMPANY THAT DOES NOT COMPLY WITH THE FOREGOING WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICE COMPANY GIVES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH SERVICES AND MATERIALS SOLD OR SUPPLIED HEREUNDER. IN NO EVENT SHALL THE SERVICE COMPANY BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, WHETHER BASED IN TORT OR CONTRACT, INCLUDING NEGLIGENCE, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, THE OPERATION OF EQUIPMENT AND / OR SERVICES, EVEN IF THE SERVICE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 8, THE PARTIES AGREE (a) THAT BECAUSE (I) THE CUSTOMER SHALL OBTAIN INSURANCE AS PROVIDED IN SECTION 8, ABOVE, TOGETHER WITH SUCH ADDITIONAL INSURANCE AS CUSTOMER SHALL DESIRE, AND (II) THE FEES AND CHARGES PAYABLE UNDER THIS AGREEMENT BY CUSTOMER TO THE SERVICE COMPANY ARE BASED ON THE VALUE OF THE SERVICE COMPANY’S SERVICES AND UPON THE LIABILITY LIMITATIONS IN THIS SECTION 8, SUCH FEES AND CHARGES HAVE NO RELATION TO THE VALUE OF THE EQUIPMENT OR TO ANY OTHER EQUIPMENT OR ITEMS AT THE PREMISES, AND (b) THEREFORE THAT THE MAXIMUM LIABILITY OF THE SERVICE COMPANY HEREUNDER, FOR ANY DAMAGE OR LOSS, WHETHER TO PERSON, PROPERTY OR OTHERWISE, SHALL BE LIMITED TO THE AGGREGATE DOLLAR AMOUNT PAID BY THE CUSTOMER TO THE SERVICE COMPANY HEREUNDER.

THE SERVICE COMPANY WARRANTS THAT ANY PRODUCTS PROVIDED PURSUANT TO THIS AGREEMENT ARE, AND AT THE TIME OF DELIVERY, WILL BE, FREE FROM ANY AND ALL LIENS AND ENCUMBRANCES OF ANY PARTY EXCEPT FOR THE SECURITY INTERESTS IN FAVOR OF THE SERVICE COMPANY GRANTED IN THIS AGREEMENT. THE CUSTOMER ACKNOWLEDGES THAT PRODUCTS SOLD BY THE SERVICE COMPANY ARE NOT MANUFACTURED BY THE SERVICE COMPANY. THE SERVICE COMPANY WILL EXTENT TO THE CUSTOMER THE SAME WARRANTY PROTECTION IT RECEIVES FROM THE MANUFACTURER. WARRANTIES SHALL COMMENCE UPON EITHER THE CUSTOMERS FIRST BENEFICIAL USE DATE, PROEJCT SUBSTANTIAL COMPLETION DATE OR THE SERVICE COMPANY’S INVOICE DATE, WHICHEVER COMES FIRST.EXCEPT AS EXPRESSLY SET FORTH IN ANY APPLICABLE SERVICE ORDER AND EXCEPT STATUTORY WARRANTIES TO THE EXTENT ONLY THAT THEY CANNOT BY LAW BE WAIVED, THE PRECEDING IS THE PROVIDERS’ ONLY WARRANTY CONCERNING THE SERVICES AND PRODUCTS PROVIDED TO CLIENT UNDER THIS AGREEMENT AND ANY SERVICE ORDER, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, COURSE OF PERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM.
Indemnity. Customer agrees to indemnify, defend, and hold harmless the Service Company from and against any and all claims, losses, and lawsuits, including, without limitation, the payment of all damages, expenses, costs, and attorney fees incurred by the Service Company, its employees and agents, (a) for any patent, copyright, trademark, or tradename infringement claim brought against the Service Company as a result of the Service Company’s performance under this Agreement, or (b) for any claims by a third party against the Service Company for failure of the Equipment or the services rendered hereunder in any respect, alleged to be caused by the improper operation of the Equipment or the system to which it is attached, whether due to malfunctioning or non-functioning of such items, or the negligence, active or passive, of the Service Company. Such indemnity shall survive the expiration of the term of this Agreement.
Finance Charges. A monthly finance charge equal to the lesser of 1.5% of the outstanding balance per month, accrued and compounded monthly, or the maximum rate allowed by law will be applied to all past due amounts under this Agreement. Without limiting any other rights or remedies of the Service Company under this Agreement, the Service Company shall have the right to deny service to the Customer in the event the Customer has a past due account with the Service Company.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of IOWA.
Entire Agreement; Amendments. This Agreement, including the exhibits hereto, which are hereby incorporated herein by this reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous representations, proposals, agreements, negotiations, advertisements, statements, or understandings, whether oral or written. No amendment to this Agreement shall be binding on either party unless such amendment is in writing and executed by authorized representatives of both parties to this Agreement.
Notice. Any notices required or permitted under this Agreement shall be in writing and shall be effective when delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed, or by personal courier to the address set forth in this Agreement or any more recent address of which the sending party has been apprised.
Subcontract. The Service Company may, at its option, employ or retain such subcontractors to perform all or part of the services to be provided by the Service Company under this Agreement.
Paragraph Headings. The paragraph headings contained herein are for the convenience of reference only and shall not be construed so as to affect the interpretation or construction of any substantive provision of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year set forth below.