Terms and Conditions

1.   Terms. Acceptance of this quote by Customer constitutes an order and contract for the purchase of the equipment and/or services described herein. If this quote is not accepted by Customer within 30 days, Allegion Access Technologies LLC  (“AAT”) reserves the right to change the equipment and/or services and prices quoted. Signature on this document or issuance of a purchase order or other writing by Customer or other acceptance of this quote expressing an intention to purchase the services/equipment that is the subject of this quote constitutes acceptance of the scope of work and these Terms and Conditions (“Agreement”). Any additional orders, changes or extras for material or labor will be subject to all terms and conditions of this agreement. No terms, provisions, or conditions of any previously or subsequently submitted Customer agreement or purchase order (including but not limited to any verbal representation or understandings) will have any effect on the obligations of the parties under or otherwise modify this Agreement.

2. Labor. AAT’s labor is non-union and non-prevailing wage unless otherwise stated.

3. Specific Exclusions. The following exclusions apply to all work quoted or performed by AAT unless otherwise stated:

a. Cost of bonds, permits, inspections or fees and all other items, products or services that are not listed as inclusions.

b.  Cost of special insurance requirements.

c. Engineering, structural support or backing.

d. All conduits, boxes and wire runs for high or low voltage requirements.

e. Paint/patch of walls, finish paint/stain, fascia or trim work.

f. Interface fire/smoke/security alarm systems.

g. Structural review (no seismic review).

h. Protection or cleaning of material after installation.

4.  Scope. Submittals, cut sheets and/or shop drawings submitted by AAT and approved by Customer, general contractor, architect or owner shall be deemed the correct interpretation of the scope of work to be performed even if inconsistent with the architectural plans and specifications.

5.  Delivery/Freight. Unless otherwise stated on the quote, AAT will ship FOB  Origin, with title and risk of loss passing to Customer upon delivery of the Products to the carrier. This quote is subject to AAT’s ability to procure suitable material at the time of manufacture. Shipping dates are approximate only and are subject to change. AAT shall not be liable in damages or otherwise for delays or failure in performance when caused by circumstances beyond its reasonable control, including, without limitation, fire, acts of God, pandemic, strikes, labor difficulties, acts of governmental or military authority, and/or delays in transportation or in procuring materials. In the event that AAT is unable, due to any such occurrence or otherwise, to fulfill its total commitments to all customers, Customer agrees to accept as full and complete performance by AAT, deliveries in accordance with such plan or proration as AAT may adopt.

6.  Taxes. Taxes, if applicable, shall be assessed at rates in effect at time of invoicing. To avoid the imposition of state sales and/or use taxes, Customer must supply AAT with a “Tax  Exemption Certificate” or appropriate other exemption certificate prior to shipment,  otherwise Customer shall remain responsible for any and all state sales and/or use taxes,  and Customer shall pay such tax or expense directly to AAT.

7.  Back-charges. No back-charges will be accepted unless approved in writing by AAT.

8. Cancellation. All orders shall be subject to cancellation fees to cover any and all administrative fees and restocking fees. If materials have been ordered and Customer cancels the order, Customer shall pay for all materials released for fabrication in addition to all administrative and restocking fees.

9. Payment. Some orders are subject to review and approval by AAT’s credit department. Advance payment or a deposit may be required for new customers that are denied credit or for special orders. Payment terms are net 30 days from invoice date. Payment is not contingent upon purchaser’s receipt of moneys from owner or any other source. If payment is not received within 30 days, a finance charge of 1½ % per month may be assessed and added to past due invoices. If Customer defaults in payment obligations with respect to equipment, AAT has the right to suspend fabrication or cancel any outstanding orders. If Customer defaults in payment obligations with respect to services, AAT has the right to file a lien against all or part of the property being improved. In the event AAT has to enforce its right to payment under this Agreement, Customer agrees to reimburse AAT for any costs reasonably incurred by AAT relating to Customer’s default (e.g., costs of collection, attorneys’ fees, and court costs). All payments shall be made in U.S. dollars unless specifically noted otherwise in the AAT quote. 

10. Limited Warranty. There are no guarantees or warranties except those specifically set forth herein. New AAT equipment shall be free from material defects for a period of one (1) year from the date of installation. Remanufactured and non-AAT products and materials shall be free from material defects for a period of ninety (90) days. Extended warranties may be available for an additional charge. Warranty does not apply when damage is caused by misuse, fire, flood, storms, vandalism, acts of God, or any other cause outside of AAT’s control. No allowance or credit will be made or given for any warranty material or labor repairs made by AAT. In the event (i) it is discovered that the equipment has been tampered with or (ii) if work has been performed on the equipment by any person or company other than AAT, this paragraph and all warranties and indemnification obligations of AAT set forth herein shall be void. AAT reserves the right to refuse to perform warranty service if Customer has not complied with all payment obligations under the Agreement. Warranty services shall be performed during normal business hours, Monday – Friday, 8:00 a.m. – 4:00 p.m. In the event after-hours, weekend or holiday warranty service is required, over-time or double-time labor and zone charges will apply and will be invoiced at the then-current AAT labor rates. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE ARE HEREBY DISCLAIMED. THE FOREGOING EXPRESSES ALL OF SUBCONTRACTOR’S OBLIGATIONS AND LIABILITIES WITH RESPECT TO THE PRODUCTS FURNISHED BY IT HEREUNDER.

11. Insurance. AAT’s obligation to maintain insurance shall be limited to the types and amounts of coverage set forth on the certificate of insurance submitted by AAT.

12. LIMITATION OF LIABILITY. AAT shall not be liable for any indirect, incidental or consequential damages (including without limitation, lost profits or savings), arising from or related to the sale of equipment or any related installation or maintenance services, even if such damages are foreseeable or AAT had notice of such damages. If AAT breaches any of its obligations, Customer’s sole and exclusive remedy, and AAT’s entire liability, shall be the re-performance of AAT’s applicable warranty obligations set forth above with respect to the purchased equipment and the re-performance of any non-conforming services with respect to any installation or maintenance services purchased by Customer. This limitation of liability will apply even if AAT’s re-performance of any obligation or any refund provided fails of its essential purpose. This limitation of liability reflects a negotiated allocation of risks between the parties and is an essential part of the consideration for AAT’s performance of the Agreement.

13. Notice. Delivery of any notice by a party shall be legally valid and effective through: (i)  delivering the document through personal delivery; (ii) delivering the document through commercial delivery with delivery confirmation (e.g. FedEx, UPS, USPS); or (iii) delivering the document by electronic means with delivery confirmation (e.g., DocuSign®).

Notice Address for AAT:

Allegion Access Technologies LLC

65 Scott Swamp Road

Farmington, CT 06032

 Attn: Legal Department

Email: charles.casella@sbdinc.com

14. Survival. Sections  6 (Taxes), 9 (Payment), 10 (Limited Warranty) and 12 (Limitation of Liability) will survive any termination of this Agreement.