These Terms and Conditions ("Terms") govern the agreement between Apex3 Systems, LLC (“Apex3”), located at 1535 Brandy Parkway, Streamwood, IL 60107, and the entity or individual named in the attached Proposal ("Client" or "You"). The Terms, along with the Proposal and any Rider(s), collectively form the "Agreement."
In consideration of the mutual covenants and other valuable consideration set forth below, the sufficiency of which is acknowledged, the Parties agree as follows:
1) Installation Responsibility
APEX3 will provide all labor required to mount, terminate, and test the equipment detailed in the Proposal. Installation will be performed in a professional manner, meeting or exceeding industry standards and local code requirements.
2) Insurance and Liability
a. APEX3 will maintain the following insurance coverages: (i) workers' compensation insurance with statutory limits, (ii) automobile liability insurance, and (iii) commercial general liability insurance. Upon request, APEX3 will provide certificates of insurance. Client and any other person or organization to whom Client is obligated regarding the work will be listed as an Additional Insured on APEX3's policies under items (ii) and (iii). Any additional coverage required by Client will be at Client’s expense.
b. APEX3 will not be liable for any incidental or consequential damages arising from system issues or failures, including but not limited to loss of use, profit, or theft of property at the installation site. APEX3's total cumulative liability to Client will not exceed the compensation received under this Agreement. The remedies, obligations, and liabilities set forth herein are exclusive and supersede any others available at law or otherwise. This Proposal is based on contract documents and/or drawings only. Should additional changes be required by the authority having legal control or Client, APEX3 reserves the right to seek additional costs. APEX3 also reserves the right to charge labor costs for troubleshooting, repairing, or rewiring the system due to issues caused by other contractors' installation methods.
3) Liquidated Damages
Liquidated damages will not apply to any contract or scope of work performed by APEX3.
4) Change Orders
a. Any changes to the Proposal will require a cost review by APEX3. If changes are requested after APEX3 is under contract, a change order will be required. Equipment and materials provided by APEX3 are limited to those specified in the original quote.
b. APEX3 is not responsible for structural irregularities or abnormalities that prevent symmetrical installation of products. Any necessary changes, repairs, or adjustments may result in additional charges, which will be the sole responsibility of the Client.
c. If, during the execution of this contract, APEX3 anticipates that the total labor cost will exceed the quoted amount, APEX3 will notify the Client with a revised estimate and supporting documentation.
5) Proposal Expiration
APEX3 will honor this Proposal for thirty (30) days, or as otherwise indicated in this Agreement.
6) Warranty
a. APEX3 will pass through to Client any Original Equipment Manufacturer (“OEM”) warranties provided or purchased by Client. Any equipment or third-party software failures must be addressed directly with the OEM or through APEX3, subject to payment of applicable time and material rates. This warranty does not cover any pre-existing materials incorporated into the project and is non-transferable.
b. APEX3 provides a ninety (90) day warranty on all labor (the “Labor Warranty Period”). Any labor provided beyond the Labor Warranty Period shall be billed to the Client using Apex3 standard time and material rates unless a service agreement with APEX3 is in effect
c. Services required to address software malfunctions caused by Client or a third party will be performed by APEX3 at the applicable time and material rates.
7) Payment Terms
a. A pre-payment and signed Terms and Conditions Agreement must be received before any hardware can be ordered. Full payment is due thirty (30) days after installation completion.
b. Client must pay invoices no later than thirty (30) days following receipt. Invoices will be delivered monthly and based on work completed in the previous month. Past due amounts shall bear interest of one and a half percent (1.5%) monthly, or the highest rate permitted under Applicable Laws, whichever is lesser, commencing with the date due until the date payment is received.
c. Client is responsible for any recurring expenses associated with product software applications.
8) Mobilization
a. Upon approval of the Client's purchasing document, APEX3 will assign a Project Manager to coordinate and schedule the project. The Project Manager will serve as the single point of contact for the Client and provide updates and schedules as required.
b. Once the Project Manager places orders for materials or equipment, the Project Manager will provide the Client with an installation schedule based on the manufacturer's delivery dates.
9) Equipment Modifications
APEX3 assumes no responsibility for modifications to, or errors in, equipment manufacturers’ specifications, literature, or revisions to equipment operation at the manufacturers’ discretion.
10) Title
Title to and risk of loss for all equipment provided by APEX3 will pass to the Client upon installation or delivery, if not installed by APEX3.
11) Termination or Alteration
A contract resulting from acceptance of an offer may be canceled or altered by the Client only with APEX3's written consent and subject to the following:
a. If equipment covered by the contract has been delivered and/or installed, payment for the equipment, installation (if applicable), and freight will be due in full.
b. If the equipment has not been delivered, it may be canceled or altered only with the manufacturer's consent, subject to a 25% retail price restocking charge or the manufacturer's imposed fees, whichever is higher.
c. Client will also reimburse APEX3 for any other fees incurred due to alteration or cancellation after order placement.
12) Intellectual Property
The proposal, including designs, concepts, and ideas, is the exclusive intellectual property of APEX3 and may not be reproduced or copied without APEX3's express written consent. All associated materials must be returned to APEX3 upon request.
13) Standard Exclusions
Unless otherwise specified in the scope of work, this Proposal excludes:
a. Furnishing and/or installing any required plywood equipment backboards.
b. Costs associated with telephone or network connectivity as part of installation or as a recurring expense.
c. Arranging and/or coordinating any required telephone or network service installation.
d. Any expense related to working in an environment containing asbestos.
14) Client’s Responsibility for Virus, Malware, Firewall, and Anti-Virus Checking
Client is responsible for conducting virus, malware, firewall, and anti-virus checks on all deliverables, following good computing practices, unless otherwise specified in the scope of work.
15) Installation Conditions
This Proposal requires that:
a. All existing equipment to be incorporated into the new system is operable and suitable for its intended purpose.
b. Any non-functioning equipment that did not work before the work was performed will remain in its current state unless otherwise specified.
c. No area where APEX3 is to install equipment is classified as hazardous or explosive. The installation area must be clear and accessible. If a lift is required, Client will provide it at no cost to APEX3, unless otherwise agreed upon in writing.
d. Client will provide APEX3 personnel with adequate equipment storage, parking, and dock access during installation or maintenance. If parking is not provided, it will be billed accordingly.
e. All work by APEX3 personnel will occur during business hours Monday – Friday, 7:00am – 4:00pm unless specifically noted otherwise.