Updated: October 3, 2022
This Agreement is made and entered into the date of invoice between FERAD Electronics Inc. hereinafter referred to as “FERAD", and the paying customer on invoice(s) hereinafter referred to as the "Customer". This Agreement, including the Installation, support and for the sale of the equipment described in the associated invoice (collectively, the "Equipment").
FERAD warrants that any Equipment purchased by the Customer will be free from defects in material and workmanship for 30 days from date of purchase. Additional limited warranty is provided by the manufacturer(s) as specified specifically. FERAD also includes a 1-year limited installation warranty for all equipment installed or otherwise specified on invoice. Warranty is valid from installation date only upon receipt of payment.
Onsite repairs will done if agreed in advance by the customer and FERAD. The customer must obtain an ROE (Return of Equipment) authorization number before returning any defective item prior to sending back to FERAD for repair. Customer must pay shipping fee to FERAD for return.
Note: Any violation, deliberate damage, neglect or misuse of equipment will not be covered by warranty and may void the original warranty.
It is understood and agreed by the parties hereto that the System and/or service provided by FERAD hereunder are limited as invoiced. FERAD is not liable for losses which may occur in cases of malfunction or nonfunction of any system provided by FERAD. The customer will notify FERAD of any issues during the warranty period. Warranty repair is performed between 8:00am-4:00pm Monday through Friday, excluding holidays. FERAD is not liable for losses which may occur even if due to FERAD's negligence or failure of performance. FERAD is not an insurer; and that insurance covering personal injury (including death), property loss, and damage to and on the Customer's premises must be obtained and/or maintained by the Customer. The Customer understands that it is the Customer's duty and obligation to purchase such insurance.
THE PARTIES AGREE THAT THE CUSTOMER RETAINS THE SOLE RESPONSIBILITY FOR THE LIFE AND SAFETY OF ALL PERSONS IN ITS PREMISES, AND FOR PROTECTING AGAINST LOSSES TO ITS OWN PROPERTY OR THE PROPERTY OF OTHERS IN ITS PREMISES,
THE CUSTOMER AGREES TO INDEMNIFY AND SAVE HARMLESS FERAD AND ITS EMPLOYEES, AGENTS, REPRESENTATIVES, MANDATARIES AND ASSIGNS FROM AND AGAINST ALL CLAIMS, LAWSUITS, LOSSES, PREJUDICE OR DAMAGES, INCLUDING REASONABLE JUDICIAL AND EXTRA-JUDICIAL LEGAL COSTS AND FEES BY PERSONS NOT A PARTY TO THIS AGREEMENT, ALLEGED TO BE CAUSED BY THE IMPROPER OPERATION OF THE SYSTEM, WHETHER DUE TO MALFUNCTIONING OR NON-FUNCTIONING OF THE SYSTEM. IN NO EVENT WILL FERAD BE RESPONSIBLE FOR WARRANTIES OR CONDITIONS CONCERNING ANY OTHER EQUIPMENT OR DEVICES ATTACHED TO THE CUSTOMER'S SYSTEM.
DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT FOR THE FOREGOING LIMITED EQUIPMENT WARRANTY OF EQUIPMENT PROVIDED BY THE MANUFACTURER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FERAD EXPRESSLY DISCLAIMS, AND THE PARTIES AGREE TO EXCLUDE, ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, LEGAL OR COLLATERAL, WHETHER ARISING BY OPERATION OF LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES' CONDUCT OR COMMUNICATIONS WITH ONE ANOTHER, OR WHETHER ARISING AS A RESULT OF THE NATURE OF THIS AGREEMENT OR IN CONFORMITY WITH USAGE, EQUITY OR LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, QUALITY, DURABILITY AND WORKMANSHIP, WARRANTY AGAINST LATENT DEFECTS, HIDDEN DEFECTS, TITLE, SECURITY, OWNERSHIP (INCLUDING BUT NOT LIMITED TO THE WARRANTY THAT THE RELEVANT PROPERTY IS FREE OF ANY OTHER RIGHTS OR CHARGES) AND NON-INFRINGEMENT, THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. IN NO EVENT WILL FERAD, ITS EMPLOYEES, OR AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. FERAD MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO THE CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THIS AGREEMENT.
EXCEPT FOR THE FOREGOING LIMITED EQUIPMENT WARRANTY OF EQUIPMENT PROVIDED BY THE MANUFACTURER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FERAD EXPRESSLY DISCLAIMS, AND THE PARTIES AGREE TO EXCLUDE, ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, LEGAL OR COLLATERAL, WHETHER ARISING BY OPERATION OF LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES' CONDUCT OR COMMUNICATIONS WITH ONE ANOTHER, OR WHETHER ARISING AS A RESULT OF THE NATURE OF THIS AGREEMENT OR IN CONFORMITY WITH USAGE, EQUITY OR LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, QUALITY, DURABILITY AND WORKMANSHIP, WARRANTY AGAINST LATENT DEFECTS, HIDDEN DEFECTS, TITLE, SECURITY, OWNERSHIP (INCLUDING BUT NOT LIMITED TO THE WARRANTY THAT THE RELEVANT PROPERTY IS FREE OF ANY OTHER RIGHTS OR CHARGES) AND NON-INFRINGEMENT, THAT THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, OR THAT THE SYSTEM OR SERVICE WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. IN NO EVENT WILL FERAD, ITS EMPLOYEES, OR AGENTS OR REPRESENTATIVES BE RESPONSIBLE FOR INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER. FERAD MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS CONCERNING ANY EQUIPMENT OR DEVICES ATTACHED TO THE CUSTOMER'S SYSTEM UNLESS SUCH EQUIPMENT OR DEVICES WERE ORIGINALLY PURCHASED AND INSTALLED UNDER THE SIGNED AGREEMENT AT DATE OF PURCHASE.
At FERAD's option, a fee may be charged for any false alarm caused by the Customer or for any unnecessary service call. If either FERAD or the Customer is assessed any fine or penalty by any municipality, fire or police protection district as a result of any false alarm, the Customer shall pay the full amount of such fine or penalty.
If the Customer requests the installation or any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, special equipment needed to complete the task, or FERAD's wage rates do not apply as a result of prevailing wage requirements, or otherwise, then the installation charge will be adjusted accordingly.
The recommended and easiest form of payment can be made via e-transfer to pay@ferad.com.
FERAD shall charge interest at the rate of 1.5% per month (18% per annum) on any delinquent balance. A balance becomes delinquent thirty (30) days after payment is due. FERAD may also, upon written notice to the Customer, stop providing support and/or services including monitoring or maintenance and suspend warranty if the Customer is delinquent on any payment. FERAD will charge $50.00 for any payment returned NSF (i.e. due to insufficient funds).
The Customer, at its own expense, shall supply proper AC electric power and outlets for such power located according to FERAD's requirements and network, telephone and/or internet connection(s), as required. All necessary work areas will be accessible and free from potential hazards.
The Customer shall not tamper with, alter, adjust, add to, disturb, injure, move, remove, interconnect with other equipment, or otherwise interfere with equipment installed by FERAD, nor shall the Customer permit the same to be done by others. It is further agreed that the Customer indemnifies and holds FERAD harmless for any claim arising out of the foregoing and that if any work is required to be performed by FERAD, due to the Customer's breach of the foregoing obligations, the Customer will pay FERAD for such work in accordance with FERAD's then-current prevailing charges.
The Customer will self-monitor the system with no obligation to FERAD for issues or occurrences of any kind.
FERAD Security Monitoring - Active Contract Services Only For those premises where FERAD is to provide monitoring, the Customer shall furnish FERAD a list of the names, titles, telephone numbers and signatures of all persons authorized to enter the premises of the Customer during scheduled closed periods and shall be responsible for updating such lists. In cases of supervised service, the Customer shall also furnish FERAD with an authorized daily and holiday opening and closing schedule. The Customer shall set the System at such times as the Customer shall close its premises. The Customer shall test the System prior to each closed period and shall immediately report to FERAD any claimed inadequacy in or failure of the System. The Customer shall perform a weekly walk test of any motion detection equipment used on the premises. The Customer shall permit FERAD access to the premises for any reason arising out of or in connection with FERAD's rights or obligations under this Agreement.
Should any part of the System be damaged by fire, water, lightning, acts of God, third parties or any cause beyond the control of FERAD, any repairs or replacement shall be paid for by the Customer.
Any claim by the Customer of improper installation or a defect in the System shall be made in writing or emailed to FERAD within thirty (30) days of installation completion.
The Customer represents and warrants to FERAD that the Customer is the owner of the premises or, if not, that the owner of the premises agrees and consents to the installation of the System on the premises. At FERAD's request, the Customer shall provide the written consent of the owner of the premises to the installation of the System on the premises and an acknowledgement of the ownership of the System.
It is mutually agreed that the Customer assumes full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the alarm sounding and/or transmitting equipment at the Customer's premises. The Customer represents that, except to the extent it has given FERAD written notice prior to the execution of this Agreement, (i) the work and/or services to be performed hereunder are not covered by any collective agreement with any union or equivalent organization as recognized by local labour legislation and (ii) to the best of its knowledge, there is no asbestos or presumed asbestos-containing material, formaldehyde or other potentially toxic or hazardous material contained within, or in, on or under any portion of any area where work will be performed under this Agreement. If such materials (whether or not disclosed by the Customer) are discovered and such materials provide an unsafe or unlawful condition, such discovery shall constitute a cause beyond FERAD's reasonable control and FERAD shall not start or continue to perform its work under this Agreement until the Customer has remedied the unsafe or unlawful condition at the Customer's sole expense.
The Customer shall indemnify and hold FERAD and its employees, agents, representatives, mandataries and assigns harmless from and against any and all claims, lawsuits, losses, prejudice or damages, including reasonable judicial and extra-judiciallegal costs and fees, for fines, penalties, back wages, bodily injury (including death), property damage, delay or work stoppage that arises under or results from a breach of the foregoing representations (regardless of whether or not the Customer disclosed such breach to FERAD).
FERAD shall not be held responsible or liable for delay in installation of the System or interruption of service due to strikes, lockouts, riots, floods, fires, lightning, shipping, weather, acts of God or any cause beyond the control of FERAD, including interruptions in telephone service. FERAD will not be required to perform installation or supply service to the Customer while any such cause shall continue.
In case of possible communication method trouble detected by FERAD, FERAD shall contact the communication method provider and request that it determine the location of the trouble, if unknown to FERAD. When the trouble has been traced to the Customer, FERAD will make a reasonable effort to notify the Customer or its designated representative. In the event any service or repair to Equipment becomes necessary, FERAD shall, within a reasonable time, dispatch a representative to the Customer's premises for the purpose of making the necessary services or repair.
It is understood that the communication method provider is not the agent of FERAD and FERAD shall not be liable for the communication method provider's negligent performance or delay in performance.
FERAD shall not be responsible for the replacement of any Equipment or parts no longer commercially available to FERAD or not part of the Equipment provided in the associated invoice(s). If an Access Control Preventative Maintenance or Software Support option is selected by the Customer under this Agreement, FERAD may provide and install software upgrades as they become commercially available, during normal FERAD working hours. Software upgrades that do not affect the Customer's current operations, as solely determined by FERAD and the OEM, will not be installed by FERAD. In the event the Customer may elect to have someone other than FERAD install the software upgrade, the Customer shall assume any and all liability for any damage caused as a result of such installation. Service and upgrades for third party software not supplied by FERAD are excluded from this Agreement.
Any computer application program and/or documentation (collectively referred to herein as the "Software") that is provided by FERAD under this Agreement is owned by FERAD, its affiliates or one of its OEM's and is protected by domestic and international copyright laws and international treaty provisions. Any breach of this Agreement will automatically terminate the Customer's right to use the Software, and the Customer is Obligated to immediately return the Software to FERAD. The Customer may not copy the Software for any reason other than per the dictates of any end user software license agreement. The Customer may not reverse-engineer, disassemble, decompile or attempt to discover the source code of any Software. The Customer acknowledges that any breach of this shall result in irreparable harm to FERAD for which the amount of damages would be unascertainable. Therefore, FERAD may, in addition to pursuing any and all remedies provided by law, obtain an injunction against the Customer from any court having jurisdiction, restraining any violation.
1- FERAD may terminate this Agreement effective immediately upon written notice: In the event the Customer defaults in the performance of any of the terms and conditions of this Agreement, including the failure to make any payment as agreed herein, in which case the balance of all monies due and for the unexpired term of this Agreement shall become immediately due and payable, together with interest at the rate of 1.5% per month (18% per annum). The Customer shall also pay legal and/or collection fees incurred in collecting the Customer's account; or In the event FERAD's Customer Service Center, the telephone lines, network, internet, wires or FERAD's Equipment within the Customer premises are destroyed or so substantially damaged that it is commercially impractical to continue service to the Customer's premises; or Expiration or termination of warranty for any reason; or If the Customer becomes insolvent, or if proceedings are commenced in connection with the Customer's winding up, dissolution or liquidation, or a proceeding is instituted by or against the Customer under the Winding-Up and Restructuring Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or any other present or future law relative to bankruptcy, insolvency or other relief for debtors or for or against the benefit of creditors, or if the Customer otherwise acknowledges its insolvency or is unable, for any reason, to meet its liabilities generally as they become due, or if any trustee in bankruptcy, receiver, receiver and manager, interim receiver, monitor or liquidator or any other officer or person with similar powers shall be appointed in respect of the Customer or over the property or assets of the Customer, or if the holder of any lien, hypothec or charge or any other creditor takes possession of the property of the Customer, or any part thereof, or of any interest in such property, or any part thereof, or if a distress, execution, garnishment or any similar process be levied or enforced upon or against the same.
2- The Customer may terminate this Agreement: Immediately upon written notice, in the event the Customer's premises are, by any cause beyond the control of the Customer, destroyed or so substantially damaged that it is commercially impractical for the Customer to continue any operations at such premises; provided that the Customer must pay FERAD all payments remaining to be made under this Agreement through its scheduled expiration. Upon expiration or termination of this Agreement, the Customer shall permit FERAD access to the Customer's premises in order to deactivate the system and/or to remove the Equipment if needed.
The Customer does hereby for itself and other parties claiming under it, release and discharge FERAD from and against all claims arising from hazards covered by the Customer's insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against FERAD.
In the event anyone or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court of competent jurisdiction, such invalid, void, illegal, or unenforceable provision shall be stricken to the extent that it is invalid, void, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, and/or unenforceable provision(s) shall survive to the extent not so held.
It is agreed to and understood by the parties that this Agreement, including the related invoices and work orders, constitute the entire Agreement between the parties, and supersedes and replaces all other prior understandings or agreements, whether oral or written, relating to the premises covered by this Agreement. There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written, from FERAD to the Customer, other than as contained in this Agreement. This Agreement may not be Changed, modified or varied except in writing, on paper support, bearing the handwritten signature of an authorized representative of FERAD.
By accepting and payment of associated invoice(s), it is understood and agreed by and between the parties hereto that the terms and conditions of this Agreement shall govern notwithstanding any additional or inconsistent terms or conditions contained in any purchase order or other document submitted by the Customer. This Agreement shall not become binding on FERAD until approved and accepted by FERAD. The Customer hereby acknowledges that he/she/it has read this entire Agreement and agrees to be bound by all its terms and conditions upon initial payment.
The information and logo are property of FERAD Electronics Inc., All Rights Reserved. The coping or indirect use of any information or logo for personal or competitive gain is strictly prohibited without prior written permission.
Permission to use FERAD Electronics Inc. materials Direct any questions regarding Terms or this Disclaimer to info@ferad.com.
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