Terms and Conditions
System Support & Integration, a division of KSA Lighting & Controls (“SSI”), agrees to service the lighting controls equipment listed on the Service Plan Confirmation provided to customer (the “Equipment”) in accordance with these Service Plan Terms and Conditions and the SSI service plan purchased by the end user of the Equipment indicated on the Service Plan Confirmation (the “Service Plan”).
The initial term of the Service Plan shall be as set forth in the Service Plan Confirmation (the “Initial Term”). The Initial Term of the Service Plan shall not commence until after installation and any commissioning or start-up of the Equipment has been completed. The Initial Term shall be automatically extended for one- year terms thereafter (each a “Renewal Term”), unless terminated by the mutual written consent of SSI and the customer, or by either SSI or the customer in writing at least thirty (30) days prior to the end of said Initial Term or any such Renewal Term. The Initial Term and the Renewal Term(s) are collectively referred to as the “Term”. At least sixty (60) days prior to the end of the Initial Term and each Renewal Term, SSI will notify customer of any change in pricing of the Service Plan during the applicable Renewal Term.
Customer hereby grants SSI reasonable access to the locations at which the Equipment is located for the performance of services. Customer agrees that all service must be done in compliance with SSI’s safety procedures, which may include temporarily disabling or deenergizing the controls system and other equipment connected to the controls system. SSI will respect the customer’s confidentiality and will utilize job-specific information only as needed to complete the service visit. If customer cancels a confirmed on-site visit with less than two (2) business days’ notice prior to the scheduled on-site visit date, customer shall be charged for any expenses incurred (including, but not limited to, associated travel expenses and field engineer time). If SSI is unable to complete an on-site visit due to customer’s failure or inability to reschedule the on-site visit within ninety (90) days after the original proposed on-site visit date, SSI’s obligations with respect to that on-site visit shall be considered to have been fulfilled and no refund for such on-site visit shall be due.
Customer shall be responsible for all expenses incurred (including, but not limited to, associated travel expenses and field engineer time) for any delay or stoppage of on-site services caused by customer, and shall be responsible for all costs associated with use of union labor or any licensed electrician or electrical contractor when required by customer.
Customer acknowledges and agrees that any service response handled by SSI’s personnel who are not physically located at the customer’s location (for example, through an internet connection or over the telephone) will qualify as a service response for purposes of the Service Plan.
During the Term of the Service Plan, customer may request that SSI perform services or provide materials which are not set forth in the Service Plan or included in the prices stated in the Service Plan (“Additional Work”). SSI hereby agrees to perform such Additional Work, provided that customer has provided the scope or definition of such Additional Work and has authorized, in writing, the compensation payable to SSI for the performance of the Additional Work. The performance of any and all such Additional Work shall be subject to and governed solely by these Service Plan Terms and Conditions.
As set forth in the Statement of Limited Warranty For Services Performed within the United States and Canada located at system.support, SSI shall not be responsible for damages or errors in any Equipment for which customer has authorized service, operation and/or modification by a party other than SSI or where the Equipment has not been maintained in accordance with SSI’s recommendations and/or has a pre-existing condition. In the event of such an occurrence, and upon customer’s request, SSI will inspect such Equipment and invoice customer, separate of any Service Plan, for costs incurred to return such Equipment to good working condition in accordance with SSI then-current time and materials rates. SSI shall not be responsible for furnishing any service, parts or materials in the event that incorrect, or an inadequate quantity of, Equipment was ordered or installed prior to commencement of the Service Plan. Labor costs
to remove and reinstall components, fixtures, ballasts/LED drivers, and/or line voltage electrical equipment are not included. Parts, except for those covered by the applicable Equipment warranty, are not included. Computers, associated equipment, and other software are not included. Customer activities related to providing a virtual private network or secured internet connection for remote access in support of remote programming and diagnosis by SSI are not included, and absence of such remote access prohibits remote access and related SSI support.
Invoices for services shall be due and payable within (30) days after the date of the invoice. If customer does not pay any invoice, in whole or in part, when due, SSI shall assess a finance charge on any past due balance at the maximum legal rate permitted on open accounts. In addition to all other rights and remedies available under these Service Plan Terms and Conditions and under applicable law, SSI may, in its sole discretion, withhold services under the Service Plan until such time as customer’s account is paid in full or immediately terminate the Service Plan without further liability to customer, notwithstanding anything to the contrary set forth herein. If any amount due SSI is collected by or through an attorney, SSI shall be entitled to recover all costs of collection, including attorney’s fees equal to 15% of the total principal and interest owed.
Customer has responsibility for paying and reporting all applicable taxes levied or based on the services provided under the Service Plan.
Notwithstanding anything to the contrary in these Service Plan Terms and Conditions, either SSI or customer shall have the right to terminate the Service Plan, in whole or in part, at any time and for any reason, upon thirty (30) days’ prior written notice to the other party, which notice shall specify the date of termination. If SSI terminates the Service Plan, SSI shall refund customer a prorated amount of any prepaid Service Plan charge, less any amounts which are owed to SSI by customer. If customer terminates the Service Plan, customer shall only be entitled to any refund of amounts previously paid for any future years remaining on the Service Plan, and previous years and the current year are not eligible for a refund.
The services performed by SSI pursuant to the Service Plan shall be warranted as set forth in the Statement of Limited Warranty For Services Performed within the United States and Canada located at system.support. Equipment covered by the Service Plan shall be warranted as set forth in the applicable manufacturer’s published product warranty in effect at the time of purchase of such Equipment.
Limitation of Liability
IN NO EVENT WILL SSI BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES IN CONNECTION WITH THE PERFORMANCE OF ANY SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER AS THE RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY. IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, IN NO EVENT WILL SSI, ITS AFFILIATES, SERVICE PROVIDERS OR LICENSORS BE LIABLE TO CUSTOMER FOR LOSS OF TIME, PROFITS OR REVENUES, LACK OR LOSS OF PRODUCTIVITY, INTEREST CHARGES OR COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, SYSTEMS OR SERVICES, DOWNTIME COSTS, LOSS OR CORRUPTION OF DATA, LOSS OF USE OF PROPERTY OR EQUIPMENT, OR ANY INCONVENIENCE ARISING OUT OF THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES, OR ANY BREACH OF WARRANTY OR OBLIGATIONS UNDER WARRANTY. THE TOTAL LIABILITY OF SSI ON ANY AND ALL CLAIMS OF ANY KIND, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH, OR RESULTING FROM, SSI’S PERFORMANCE OF ANY SERVICES, SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICE PLAN.
SSI shall not be liable for damages that result from the performance of services that do not occur within customer’s specified time frame or for any delay or default in performing services where occasioned by any cause beyond the control of SSI, including without limitation embargoes; shortages of labor, raw materials, or fuel; fires; floods; accidents; acts of war; or other similar causes.
Customer may transfer or assign its rights or obligations under the Service Plan only upon providing written notice thereof to SSI.
Choice of Law; Consent to Jurisdiction
These Service Plan Terms and Conditions shall be construed and enforced in accordance with the substantive laws of the State of Illinois, USA, without regard to such state’s laws related to choice of law. Any State or Federal Court in Cook County, Illinois shall have jurisdiction for the purpose of any suit or other proceeding arising out of the transactions under these Service Plan Terms and Conditions. The parties agree that this is a contract for services and is not subject to the uniform commercial code of any state.
Unless otherwise specifically agreed in writing by an authorized representative of SSI, any different or additional terms and conditions proposed by any customer in a purchase order, response to a quotation or other proposal, are hereby rejected by SSI and shall not be incorporated into any order or other agreement for the provision of services by SSI. Customer’s assent to these Service Plan Terms and Conditions shall be conclusively presumed from customer’s acceptance of all or part of any services provided under the Service Plan. If an authorized representative of SSI has acknowledged customer’s order or proposal, and such acknowledgement is found to constitute an acceptance of an offer, such acceptance is expressly made conditional on customer’s assent solely to these Service Plan Terms and Conditions which shall form part of the acknowledgement, and acceptance by customer of any services provided under the Service Plan shall be deemed to constitute such assent. If any quotation or other document of SSI is deemed to constitute an offer to customer, customer’s acceptance of such offer is limited to these Service Plan Terms and Conditions. These Service Plan Terms and Conditions constitute the entire agreement between SSI and customer, unless they are made part of a written agreement between SSI and customer. No custom, practice, or course of prior dealings between the parties and no usage of trade shall modify or otherwise affect these Service Plan Terms and Conditions. SSI objects to and rejects any terms between customer and any other party, and no such terms, including but not limited to any government regulations or “flowdown” terms, shall be a part of or incorporated into any order from customer to SSI, unless agreed to in writing by an authorized representative of SSI. These Service Plan Terms and Conditions supersede all those published or issued previously by SSI. All orders are subject to final acceptance by SSI and credit approval. SSI price sheets are not offers to sell and possession of a price sheet does not entitle one to purchase. SSI shall not be bound to provide any services unless it shall (in its sole discretion) accept submitted purchase orders. SSI reserves the right to change these Service Plan Terms and Conditions at any time without notice.
Service Plan Terms and Conditions
For Services Performed Within the United States
Effective July 1, 2019