HomeMy WebLinkAbout3SI Security Systems, Inc. - Purchase and Sales Agreement Purchase and Sales Agreement Date:July 27`h 2021 3SI
Purchase and Sales Agreement(the"Agreement")between 3S1 Security Systems,Inc.,a Delaware Corporation,having a sy
place of business at 101 Lindenwood Drive,Suite 200,Malvern,PA 19355,the"Seller",and the"Buyer":
Full legal name of Buyer: Yakima Police Department
Buyer's Bill To: (name and complete address) Buyer's Ship To: (if different than Bill To)
Company/Agency Yakima Police Department Company/Agency
Attention Detective Isaac Hernandez Attention
Address 200 South 3rd St Address
City Yakima State WA Zip 1 98901 City State Zip
Phone 509-306-8541 Phone
Email Isaac.hernandez@yakimawa.gov Email
The Seller agrees to sell and the Buyer agrees to buy the"Product"set forth below for the price there stated. This Agreement shall be governed by the Terms and Conditions
on the reverse side of this Agreement. This Agreement shall not be binding unless accepted by an authorized representative of Seller. Prices are valid for thirty(30)calendar
days from date shown above.(Taxes not included).All sales are subject to credit approval.
SEE TERMS AND CONDITIONS ON REVERSE WHICH FORM PART OF THIS AGREEMENT.
Product-3G>4G Upgrade
Quantity Part Number I Description Unit Price Extended Price
1 40810002 , HARDWARE UPGRADE-4XG ESO Hard Case-USB Charged $305.00 $305.00_
1 49200005 HARDWARE UPGRADE-4XG ESO Soft Case-USB Charged $305.00 $305.00
..I Check here if buyer is tax exempt. Exempt certificate must accompany signed agreement.
J Check here if paying with credit card. If checked,completed Credit Card Authorization must be included before order is placed.
0 Check here if buyer waives installation assistance
Shipping and Handling $25.00
TOTAL PRODUCT AND SERVICE $635.00
Special Tracking Service—Other Tracking covers the 12-month period following installation. Subsequent years will be invoiced annually at the current usage fee
instructions and contract renewal Prices subject to change without prior notice.APPLICALBLE SALES TAX WILL BE CALCULATED AND ADDED TO THE FINAL
INVOICE.
2, Proposed by: (Seller): Scott Cade Date: 7/27/2021�,
i i Agreed by(Buyer)*,Signature / Date: :7/fr.c -0.-7.41
* o Printed Name: gtAgeri + t16zArr"! jr'1 Title: _/ID ` ' ll t i1a , (Y
0 n 'Buyer's signature confirms they are an authorized signer and have read and agree with the Terms and Conditions on the reverse o this Agreement.
m 3SI CONTROL#: LED Subtype: Customer#: Sold By:
E5 ic 07272021-la Municipal 161210 Cade
Customer PO#: Estimated Ship Dote: Web Site Group: Sold By#:
NF WA Yakima Police Department N/A
FRONT-39 RSA form—LED Division-PD VERSION revised May 2019
TERMS AND CONDITIONS
1) Miscellaneous
a) This Agreement contains all of the terms and conditions of sale and purchase of the ESO System named herein(the"Product")and constitutes the complete understanding of the
parties with respect thereto. No modification,extension or release from any provision hereof shall be effected by mutual agreement,acknowledgment,acceptance of purchase
order or shipping instruction forms,or otherwise,unless the same shall be in writing,designated as an amendment hereto and signed by the party to be bound. Furthermore,
this order can be accepted only in accordance with the terms hereof.
b) No waiver by either Seller or Buyer with respect to any breach or default or of any right or remedy,and no course of dealing,shall be deemed to constitute a continuing waiver of
any other breach or default or of any other right or remedy,unless such waiver is expressed in writing signed by the party to be bound.
c) This Agreement and performance hereunder shall be construed and governed by the laws of the Commonwealth of Pennsylvania and Buyer hereby consents to the exclusive
jurisdiction of any state or federal court located within the County of Chester,Commonwealth of Pennsylvania and irrevocably agrees that all actions or proceedings arising out of
or relating to this agreement shall be litigated In such courts.Buyer accepts for and Itself generally and unconditionally,the jurisdiction of the aforesaid courts and waives any
defense of forum non conveniens,and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.Buyer agrees to be bound accept
service served by certified mail,return receipt requested,mailed to the address indicated above or the Buyer's last known address,if different,such service being hereby
acknowledged by Buyer to be effective and binding service in every respect.Nothing herein shall affect the right to serve process in any other manner permitted by law.
2) Buyer shall only use the Product,or permit the Product to be used by a third party,for the protection of inanimate physical assets and in accordance with the instructions,training
manuals and training provided by Seller and in the normal course of Buyer's,or end user's,business. Under no circumstances will Seller be liable to for any damages resulting from
Buyer's use of the Product for any other purpose. Buyer will indemnify and hold harmless Seller for any claims from third parties resulting from Buyer's use of Product,or Buyer's
permission for another party to use the Product,for any other purposes.Product is only to be used in the country of purchase or country of intended use. Additional charges may
apply and performance may be impacted when used in non-certified or non-approved countries or territories.
3) Each party(including all affiliates,government entities and subcontractors)agrees that information concerning the other party's business,including products and services,is
"Confidential Information"and proprietary to that party and shall be maintained in confidence and not disclosed,used or duplicated,without the written consent of either party.
However,Seller when marketing its products and services to third parties,may disclose information concerning the Buyer's use and experience with the product and services,
provided the Buyer's name and identifying details are redacted. Buyer acknowledges that effective use of the product and services requires that their use be covert;Buyer agrees
not to advertise or notify the public of its use of the products and services.
4) Subject to the limitation of paragraph 5,Seller warrants title to the Product and that the Product sold hereunder is free of defects in workmanship and material,provided,however,
that such warranty shall be effective for one(1)calendar year after the Product ships to the Buyer. Should Buyer modify or mistreat the Product in any way,the warranty will be
immediately voided. Buyer shall give notice of any claim for breach of warranty to Seller within thirty(30)calendar days of such time as Buyer discovers or otherwise becomes
aware of such breach. Failure of Buyer to give notice of any claim within such time period shall be deemed an absolute and unconditional waiver of such claim.The product
delivered hereunder shall be produced in compliance with the United States Fair Labor Standards Act of 1938,as amended. SELLER MAKES NO OTHER REPRESENTATION OR
WARRANTY OF ANY KIND,EXPRESS OR IMPLIED,AS TO MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT,
whether used alone or in combination with other products. Any suggestions made by Seller concerning uses or applications of said Product reflect Seller's opinion only,and Seller
makes no warranty of results to be obtained.SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY,EXPRESS OR IMPLIED,THAT THE PRODUCT WILL:(a)PREVENT THE CRIME OF A ITEM
OF VALUE OR AGAINST A PERSON FROM,OR THE LOSS OF THE ITEM OF VALUE BY,THE BUYER;(b)RESULT IN THE APPREHENSION OF ANY INDIVIDUAL;AND/OR,(c)RESULT IN THE
RECOVERY OF THE ITEM OF VALUE REMOVED FROM THE BUYER'S OR ANOTHER PARTIES PREMISES IN THE COURSE OF,OR AS A RESULT OF,ANY EVENT GIVING RISE THERETO. It is
understood and agreed by Buyer that Buyer shall reimburse Seller at Seller's standard rates for service calls by Seller during the warranty period or thereafter necessitated by Buyer
error or misuse in connection with the product.
5) Seller shall not be liable for any deficiency in performance caused in whole or in part by act or omission of an underlying carrier or service provider,dealer,equipment or unit
failure,lack of coverage or capacity,equipment or facility upgrade or modification,acts of God,strikes,fire,terrorism,war,riot,emergency,government actions,equipment or
causes beyond Seller's reasonable control,including without limitation the failure and functionality of location services. Seller shall not be liable for any failure related to Buyer's
law enforcement activities,including but not limited to:(a)surveillance;(b)apprehension of individuals;and(c)recovery of money and/or other items. SELLER SHALL IN NO EVENT
BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,INDIRECT OR INCIDENTAL DAMAGES,INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS,LOSS OF BUSINESS
INVESTMENT,LOSS OF GOODWILL,INTERFERENCE WITH BUSINESS RELATIONSHIPS,OR FOR INJURY OR DEATH ARISING IN CONNECTION WITH THE PRESENCE,USE OR NON-USE OF
ANY EQUIPMENT,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER SHALL NOT BE LIABLE IN THE EVENT THAT THE PRODUCTS OR ANY DEFECT THEREIN CAUSE ANY
DAMAGE TO OR FAILURE OF OTHER EQUIPMENT.THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY 10 THE EXTENT THAT IT IS ILLEGAL OR UNENFORCEABLE UNDER
APPLICABLE LAW.
6) Seller agrees to indemnify and hold Buyer harmless from liability for costs and damages awarded against Buyer for infringement of any United States patent claims covering the
Product in the form in which furnished hereunder,provided that such liability results from Buyer's use of the Product and provided that Buyer has given Seller prompt notice of any
suit for infringement brought against Buyer and has offered Seller the opportunity to defend and control such suit, In no event shall Seller be liable for the use of the Product
furnished hereunder in combination with other products.
7) As consideration for the purchase of the above described Product,the Seller agrees to sell and the Buyer agrees to buy the Product as set forth above for the price there stated for
installation at the location also set forth above. Payment shall be made in full thirty(30)days from date of invoice unless otherwise stated. Prices are valid for thirty(30)calendar
days from date shown on the reverse side of this Agreement. Buyer's Product will be deactivated on the wireless network and no longer operational should Buyer not keep
payment on their account current.
8) The term of this Agreement is for a period of twelve(12)months commencing upon the Product shipping from Seller to Buyer. If Buyer elects to cancel at any time,no payments or
credits will be issued. Seller will notify Buyer 60-90 days prior to the term expiring for Buyer to confirm if they will continue the agreement for another twelve(12)months. Buyer
can cancel the agreement providing thirty(30)calendar days written notice to Seller prior to the term expiration date, If there Is no specific notice of cancellation,the Buyer will be
invoiced for an additional year of service. Seller may terminate this Agreement,without cause,upon thirty(30)calendar days written notice to the Buyer.
9) Pursuant to 35t's Product End of Life policy,3SI may discontinue selling a product at any time. 3SI will proactively notify affected customers of any product discontinuance and if
applicable,suitable product replacements may be offered. 351 reserves the right to not offer suitable replacements for a discontinued product. Customers with leased product will
be provided an option to replace their product with a suitable replacement if EOL falls within the term of their executed lease agreement. Customers choosing to retain products
that have reached End of Life must follow responsible disposal procedures in accordance with local and national regulations. 3SI will not be held responsible for any Illegal disposal.
Customers should check with local waste management for current Lithium-Ion battery,ink,smoke,dye and gas disposal guidelines. For further details regarding 3SI's Product End
of Life policy,visit www.3sisecurity.com.
10) Buyer acknowledges that product is designed for self-installation and service and requires regular battery charging at the frequency listed in the product user guide. Necessary
training materials are provided and Buyer may receive installation and service support via Seller's support center. Buyer may elect full service installation and/or service which is
offered at Seller's then current published Service rates and includes training of Buyer's designated users. Buyer acknowledges designated users not present at the time of training
will be the sole responsibility of Buyer to train.
11) Any applicable sales,use,excise,public utility or other taxes,fees or regulatory costs will be charged by Seller to Buyer as permitted or required by law. If Buyer is exempt from
payment of any taxes,an original Tax Exempt Document must be provided to Seller with this executed Agreement.
12) BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT IT HAS NO CONTRACTUAL RELATIONSHIP THROUGH THIS AGREEMENT WITH THE UNDERLYING WIRELESS SERVICE PROVIDER
OR ITS AFFILIATES OR CONTRACTORS AND THAT BUYER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN SELLER AND THE UNDERLYING CARRIER. IN ADDITION,
BUYER ACKNOWLEDGES AND AGREES THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL,EQUITABLE,OR OTHER LIABILITY OF ANY
KIND TO BUYER AND BUYER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFORE.
BACK-3SI PSA form—LED Division-PD VERSION revised May 2019