These Terms & Conditions are by and between S&L Integrated Systems, LLC (the “Company”) and Customer (the “Customer”).

1. GRANT OF SECURITY INTEREST: By signing below, Customer acknowledges that this Agreement serves as a security agreement within the meaning of the Uniform Commercial Code (UCC), and Customer agrees that Company may file such UCC financing statements as are appropriate to perfect Company’s security interest in the Equipment where applicable.

2. INSTALLATION: Customer hereby grants to Company or its agent the right to install the Equipment, to the extent such installation is specified in the statement of work (SOW) above. Customer represents and warrants that all necessary governmental and third-party approvals for installation of the Equipment have been obtained. Company shall perform the Services required under this Agreement in a prudent, reasonable, and efficient manner and in accordance with the Operating Manuals and applicable vendor warranties. Contractor shall also provide all services in compliance with all applicable laws, codes and industry standards. Contractor agrees that it is performing services at the direction of Customer and will heed Customer’s instructions regarding the timing, conditions, and scope of such services provided the same are not in conflict with the terms and provisions of this Agreement or applicable laws, codes and industry standards. Delays in installation caused by public agencies, manufacturers, suppliers, acts of God, strikes or other union bargaining, and all acts not directly attributable to and/or under the control of Company shall not in any way affect the obligations of Customer under this Agreement, and the Company’s obligations with respect to such installation may be suspended during the event causing the delay. Company shall not be responsible for any damages for whatever purpose attributed in any manner to such delay.

3. PRICE:  The price stated above for this project is based upon the complete system both being purchased and installed within a reasonable time. In the event the Customer selects to purchase less than the total project, delays the purchase of any portion of the system, requires the system be installed in phases, or delays installation of the equipment, Company reserves the right to charge for additional labor, travel, and overhead as may be required. Unless otherwise stated above, the quoted price remains valid for thirty (30) days from the date of this Agreement.

4. TAXES, FEES, AND PERMITS: Customer agrees to pay Company all Federal, State, and Local taxes, excises, permits, and fees actually due through completion of the project. Any sales or other taxes quoted are for estimating purposes only and may change. Actual sales and other taxes will be calculated at time of invoicing unless Customer provides a valid Tax Exemption Form or is a recognized and listed Government agency.

5. SHIPPING: All shipments of Equipment are FOB to Customer’s designated ship to location.

6. SALE OF TELEVISIONS: All Television Sales are final. No returns and no credits are allowed.

7. RESPONSIBILITY: Until balance is paid in full, Customer agrees to properly care for all Equipment on Customer’s premises. Customer is fully responsible for any damage or loss to the Equipment resulting from fire, theft, casualty, or any other cause whatsoever.  Customer will safeguard the Equipment and not permit it to be removed from Customer’s address without written consent of Company.

8. GENERAL: This Agreement constitutes the sole and entire understanding between the parties with respect to the subject matter hereof and supersedes all prior conversations, agreements, representations and promises, whether verbal or written. No modification of this Agreement shall be valid unless made in writing and properly signed by each party. The provisions of this Agreement are severable. If any clause or provision shall be held invalid or unenforceable, in whole or in part, then such invalidity shall attach only to the paticular clause or provision. The Customer accepts full liability for payment of all reasonable attorney’s fees and other costs incurred by Company should collection actions against Customer be required under this Agreement.

9. INFRASTRUCTURE: If Company is installing Equipment or systems that require connectivity to the Customer’s network including, but not limited to, VOIP connectivity, Internet Access, Wireless Network Access, firewall traversal, and/or port forwarding, Company may advise Customer as to the network requirements for the Equipment’s installation. However, the Company’s responsibility to provide infrastructure terminates at the installed Equipment’s network jack or wireless connection and configuration of the network settings on the Equipment. Company is not responsible for updating network settings in the event Customer’s network changes following Equipment installation. If Customer’s network is not “Plug and Play”, any custom network settings must be supplied by Customer to Company prior to completion of installation.

10. OWNER FURNISHED ITEMS: Materials, equipment, software, or services such as, but not limited to, Zoom or Microsoft Teams, provided by the Customer to be included in the project (“Owner Furnished Items”) will be installed with no warranty or guarantee by the Company. The inclusion and use of Owner Furnished Items is solely for the convenience and benefit of the Customer and Company shall not be responsible for quality, efficiency and/or performance of any Owner Furnished Items. Customer acknowledges and agrees that Company shall also not be responsible for any failure to meet the requirements contained in the specifications attributable to the quality, efficiency and/or performance of any Owner Furnished Items.

Company will provide Customer with system requirements for any software or drivers required for Owner Furnished computers to use the installed systems, but Customer will be responsible for installing it on the Owner Furnished computers. All software or driver related support shall be directly provided by the manufacturer of the Owner Furnished software or service. Company will test and demonstrate connecting to installed equipment using Company computer equipment, but any issues with connecting Owner Furnished computers to the system installed by Company are the responsibility of Customer.

11. INSTALLATION AND SITE PREPARATION: Installation (field assembly, interconnection, equipment calibration and checkout) is to be performed by Company’s trained technical employees. Company shall be entitled to employ subcontractors and/or agents to assist in or carry out, in whole or in part, the installation and related requirements. In the event installation by Company employees is prevented by trade unions, Customer shall arrange with the trade unions to complete installation at its own expense, and Company is thereafter liable only for supervision of installation.

      a. Company shall coordinate and cooperate with other trades to facilitate satisfactory work progress. If Company’s work in progress is impeded by other trades and/or contractors (excluding Company’s own subcontractors) or by scheduling delays due to Customer, Customer acknowledges that time delays in the final installation, as well as additional charges including labor, travel and reasonable expenses, may result.

      b. Customer shall be responsible for preparing, at its own expense, the installation site in accordance with Company’s instructions, including the requirements specified in the quotation. Company shall not be responsible for any high voltage electrical work, ceiling modifications, structural modifications, mechanical systems modifications or the like. Unless otherwise specified, Customer shall provide Company with source code for any non-Company programmed remote control system(s) required to be modified under the terms of this Agreement.

      c. Customer shall provide Company with reasonable access to the installation site before Equipment delivery for purposes of determining installation site readiness, and shall designate an individual on Customer’s staff to serve as the contact person for all site preparation and installation issues. Customer shall indemnify Company against any loss, damage or claim related to any incident arising out of the condition of the storage and installation premises.

      d. Customer shall provide Company with unrestricted access to the work site during the entire installation process. Unless agreed upon ahead of time by both parties, all installation will occur Monday-Friday between the hours of 7:00 AM and 5:00 PM. 

      e. Customer shall ensure and confirm with Company that the site is ready for the installation of sensitive audio-visual equipment prior to the beginning of the installation process. This preparation can include, but is not limited to, gypsum board installation and finishing, painting completed, ceiling grid installation, necessary structural modifications, mechanical systems installation, high-voltage electrical requirements, and other activities causing onsite debris.

      f. Customer shall obtain at its own expense and keep effective all permissions, licenses, and permits of whatever type required for the installation and/or use of the Equipment at the premises where the Equipment shall be installed.

12. TERM OF WARRANTY: Company provides a warranty (inclusive of Equipment and labor) for a term of ninety (90) calendar days from the Substantial Completion of the project.

13. LIMITATIONS OF WARRANTY: Unless otherwise specified, no warranty is provided for “consumables” including batteries, lamps, glassware, and evacuated devices. Company’s sole obligation with respect to any material or part identified in the quotation, literature, or specifications furnished to Customer as manufactured or supplied by others, shall be to pass on to the Customer the applicable manufacturer’s warranties, if any. The sole obligation of Company under this warranty is limited to the original work performed by Company as covered by this warranty without charge to Customer.  Any warranty does not include any remedy or liability for incidental or consequential damages of any kind including, but not limited to, normal and expected wear-and-tear of the equipment while in service, damage to other property, costs or expenses of operation, removal, transportation or reinstallation of the equipment, commercial losses or lost profits due to loss of use of the equipment or otherwise, cost of substitute equipment, facilities or services, downtime costs, customer claims for any damage, or force majeure incidents.  This warranty shall not apply if Customer acts in any way adversely affecting the performance or reliability of the equipment covered by this warranty including, but not limited to, problems attributable in any way in the failure of company to preserve, install, operate, maintain, repair, replace or alter the equipment in accordance with Company and/or OEM recommendations, any misuse or neglect in the operation of the equipment, or repair by any entity other than Company unless there has been prior written approval by Company.  Company’s warranty is expressly in lieu of any and all other warranties, expressed or implied, including any implied warranty of merchantability or fitness for a particular purpose, and of any non-contractual liabilities including product liabilities based upon negligence or strict liability.

14. CHOICE OF LAW AND SEVERABILITY: This Agreement shall be interpreted in accordance with and governed in all respects by the laws of the state of Georgia without application of choice of law principles. . Venue for the filing of any action regarding this Agreement shall be in the courts of Thomas County, Georgia. Should any provision of this Agreement be found invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other provision contained herein.

15. RESTOCKING FEES: In the event Customer wishes to return any Equipment based on reasons outside of Company’s control, Customer agrees to pay restocking fees. The original packaging is required for all returns.

16. CHANGE ORDERS: Any changes made to the design of the system or the contractual requirements for implementation or functionality will require a “Change Order” which must be in writing and signed by an authorized decision maker of Customer. Upon the execution of a “Change Order”, the price and installation time will be adjusted accordingly. In any event, Company shall not proceed with changed work unless it first receives a Change Order that directly addresses the revised work has been issued and agreed to between the Customer and Company.

17. CHANGES IN PRODUCT: In case of product unavailability or discontinuation, Company reserves the right to substitute equipment of equal or better quality without Customer’s approval. Company will be held harmless in case of product unavailability or discontinuation.

18. PAYMENT: Customer agrees to pay Company for the services rendered in accordance with the SOW and any executed Change Orders. Payment is due upon issuance of invoice. Unless otherwise stated in this Agreement, unpaid balances greater than 30 days after invoicing shall bear interest at a rate of 1.5% per month. Unless specified in writing and agreed to by both Company and Customer, the payment schedule shall be: 50% deposit on order, remaining 100% for equipment on delivery, remaining 100% of labor on completion of SOW. Final billing from Company shall be submitted to Customer after completion of the SOW. Complete and Final payments made under this Agreement shall be conclusive evidence of the satisfactory performance of the SOW and acceptance of work and materials. In the event Company must place any invoice or amount owed by Customer with an attorney for collection, Customer shall be responsible for paying reasonable attorney’s fees plus all court costs, arbitration costs and/or costs of collection.

19. REPRESENTATIONS: Each party represents and warrants to the other party that:

(a) it has the full power and authority to execute, deliver and perform this Agreement and to carry out the transactions detailed above; 

(b) to the best of each party’s knowledge, the execution, delivery and performance off this Agreement does not and will not materially conflict with any legal, contractual, or organizational requirement of such party; and 

(c) there are no pending or threatened legal, administrative, or other proceedings that if adversely determined, could reasonably be expected to have a material adverse effect on such party’s ability to perform its obligations under this Agreement. 

20. CONFIDENTIALITY: This Agreement and all associated information including drawings, specifications and designs is the property of Company. Proprietary information provided to Customer (or agents) is for the sole purpose of demonstrating Company’s capabilities and shall be held in confidence. Such information may not be copied, distributed, or disclosed in any way without the sole written permission of an authorized representative of Company.

21. NO WAIVER. Any delay, waiver or omission by Company with respect to its required performance under this Agreement shall not be construed to be a waiver by Company of any of its rights under this Agreement. 

22. DISPUTE RESOLUTION: In the event of any dispute, claim, question, or disagreement (the “dispute”) arising from or relating to this Agreement or a breach, the parties shall use their best efforts to settle the dispute by normal business discussions. Should such discussions fail to resolve the dispute, any party may give the other a written notice of any remaining dispute. Upon notice by either party to the other, all disputes, claims, questions, or differences (including issues relating to the formation of this Agreement and the validity of this arbitration clause) shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the provisions of its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration panel shall consist of a single arbitrator, unless otherwise agreed to by the parties. The place of arbitration shall be Thomasville, Georgia. If the parties are unable to decide upon a neutral third-party arbitrator within thirty (30) days of the request for arbitration, then the AAA shall select an arbitrator.  The parties agree to hold the entirety of the arbitration proceedings, including knowledge of the existence of any dispute or controversy, completely confidential except for such disclosures as might be required by law. This Agreement to arbitrate does not limit or affect the right of either party to seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party.

23. CONTINUED PERFORMANCE: During the pendency of any dispute resolution, Company and Customer shall continue to perform their obligations under this Agreement.

24. PARAGRAPH HEADINGS: The paragraph headings contained herein are for convenience and reference only and shall not be construed to affect the interpretation or construction of any substantive provision of this Agreement.