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9183 Broadw
Butfalo, NY
peo (@) MINUTEMAN” ..
security & life safety
> Minuteman Security & Life Safety T&C's
Sales Agreement Terms & Conditions
These Sales Agreement Terms & Conditions (these “Terms & Conditions”), including the terms and conditions below, and any agreement, estimate, proposal,
work order, or quote executed in writing pursuant thereto (each a “Proposal” and together with the Terms & Conditions, this “Agreement”), are entered Into by and
between Minuteman Security Technologies, Inc. (“Minuteman”) and the customer listed on a Proposal (“Customer”) and are subject to the laws in effect In the
State in which it has been signed and executed.
SERVICES: This Agreement constitutes an offer to Customer for performance of installation, repair, and associated services listed in the applicable Proposal (the
“Services”) for certain equipment provided by Minuteman pursuant to the Proposal {the “System”} upon the terms and conditions stated herein, and constitutes a
binding contract between Customer and Minuteman upon Customer's acceptance of a Proposal. Upon acceptance, this Agreement, together with all documents
referenced herein, shall constate the complete and exclusive agreement between the parties, superseding all other prior oral and written agreements. No
modifications, alterations, additions or change orders shall be binding or enforceable unless approved in writing by both parties. For the avoidance of doubt, any
terms and conditions listed in Customer’s purchase order, confirmation, communications, or otherwise shall not apply to this Agreement and are hereby rejected by
Minuteman.
PRICE: In consideration for the performance of the Services, Customer shall pay Minuteman the amount set forth in the Proposal (the “Price”}, subject to any
modifications in a Change Order (as defined below). Customer authorizes Minuteman to obtain labor and materials in accordance with the Price and the
specifications set forth herein to accomplish the Services. Unless otherwise set forth in the Proposal, the Price does not include permits, licenses, sales tax, bonds,
or shipping costs .
CHANGE ORDER: The parties may request changes in the Services consisting of reasonable additions, deletions or modifications pursuant to a written change
order signed by both parties (“Change Order”). Such requested changes shall not be binding on Minuteman until accepted by Minuteman in a written Change
Order. All reasonable and mutually agreed upon changes in the Services and corresponding changes in payments and deadlines shall be authorized by Customer
in writing.
PAYMENT: Unless alternate payment terms are set forth in a Proposal, all amounts due hereunder are NET thirty (30) days of the date printed on the invoice.
Minuteman may require a deposit in its sole discretion, To the extent permitted by applicable law, any unpaid amounts not received within seven (7) days from
Minuteman’ completion of the Services shall be subject to interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is
less. Customer shall relmburse Minuteman for any interests, costs incidental to collection and attorney's fees incurred in the collection of past due amounts.
Minuteman may suspend the Services in the event that Customer fails to timely pay any invoiced amount,
MOBILIZATION. AND PROGRESS BILLING: Unless otherwise specified in the Proposal, Customer shall pay Minuteman in accordance with the following
invoicing schedule: (i) an initial mobilization Invoice equal to thirty percent (30%) of the Price shall be issued upon execution of the Proposal and shall be due prior
to the commencement of Services. (ii) invoices for the balance of all equipment and materials shall be issued upon receipt of such items by Minuteman and shall
be due in accordance with the terms set forth herein; and (iii) progress invoices for labor shall be issued monthly, based on the percentage of completion of the
Services and as determined by Minuteman with reasonable discretion,
BILL AND HOLD: Customer may request that Minuteman invoice for and hold in its possession, certain equipment or materials purchased for the Project (“Bill and
Hold Arrangement’). Minuteman may, in its sole discretion, agree to such request provided that all of the following conditions are satisfied: (i) Customer provides a
written request confirming the need for a Bill and Hold Arrangement and acknowledging that billing will occur prior to defivery; (ii) the Bill and Hold Arrangement is
established for a substantive business reason; (iii) the equipment and materials subject to the Bill and Hold Arrangement are specifically identified as belonging to
Customer and are segregated from Minuteman’s general inventory; (iv) the equipment and materials are complete, ready for physical transfer to Customer and
available for delivery at Customer’s request; and (v) Minuteman does not retain the ability to use or substitute the equipment and materials or direct them to
another customer. Upon Minuteman’s issuance of an invoice under a Bill and Hold Arrangement, Customer acknowledges and agrees that all risks of ownership,
transfer to the Customer as of the invoice date.
PRE-LIEN NOTICE: MINUTEMAN HEREBY PROVIDES NOTIFICATION THAT ANY PERSON OR MINUTEMAN (INCLUDING MINUTEMAN) SUPPLYING
LABOR OR MATERIAL FOR THIS IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN AGAINST THE PROPERTY WHERE SERVICES ARE
PERFORMED IF THAT PERSON OR MINUTEMAN IS NOT PAID FOR THE CONTRIBUTIONS. Upon a default in payment, a lien may be placed on the property
and charges will be added from the date of substantial completion at the maximum rate allowed by law.
SCHEDULING: Customer acknowledges and agrees that any dates for performance of the Services set forth in a Proposal are estimates, and that Minuteman
reserves the right to reschedule without additional charge to Customer, except as otherwise set forth herein, Customer will be responsible if any interruption of
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