Tranquility Ventures Terms & Conditions

SMARTER SECURITY, INC. (“SELLER”) ACCEPTS YOUR ORDER UPON CREDIT APPROVAL, RETURN OF REQUIRED SIGNED DOCUMENTS, AND ON THE EXPRESS CONDITION THAT YOU ASSENT TO THE TERMS AND CONDITIONS BELOW (THE “CONTRACT”), AND NO OTHERS. YOUR ACCEPTANCE AND RECEIPT OF SELLER’S GOODS OR SERVICES SHALL CONSTITUTE YOUR ASSENT TO THE CONTRACT. IF YOU DESIRE DIFFERENT OR ADDITIONAL TERMS, PLEASE MAKE THEM THE SUBJECT OF A SEPARATE LETTER TO SELLER. SELLER SHALL NOT BE BOUND TO YOUR DIFFERENT OR ADDITIONAL TERMS UNLESS SELLER ACCEPTS SUCH TERMS IN WRITING.

1. Prices: Unless otherwise agreed in writing, all prices and charges specified in a quotation are based on U.S. dollars and are effective for thirty (30) days from the date of quotation. All quotations may be withdrawn at any time by notice within that period. Seller’s prices do not include installation, commissioning, transportation, insurance or taxes. Transportation shall be by common carrier. Seller will make arrangements for this service at the risk and expense of the Buyer. Estimates in quotations for these charges are not to be construed as guarantees, they are estimates made far in advance of actual shipment.

2. Taxes: Any sales, use, excise, or manufacturer’s tax which may be imposed upon the sale or use of the goods or any property tax levied after readiness to ship or any excise tax license or similar fee required under this transaction shall be in addition to the quoted prices and paid by Buyer. In order to comply with the majority of state and local tax law requirements it is necessary that we have in our files a properly executed exemption certificate from all of our customers who claim tax exemption. In order for the certificate to be accepted in good faith by the Buyer, the Buyer must ensure that the goods being sold are of a type normally sold wholesale, resold, leased, rented, or utilized as a component part of a product manufactured by the Buyer in the usual course of business. A Buyer failing due care could be held liable for the sales tax due in some states or cities.

3. Payment:
a) Unless otherwise agreed by Seller’s Credit Department in writing and upon credit approval, payment terms for Fastlane® products are stated on the preceding page under the heading ‘Terms of Payment.’ Please note that production of an order will not commence without receipt of any required Deposit(s) and complete purchase order as outlined in our quote. Any required Progress Payment(s) not received at Smarter Security according to terms may result in interruption of production or placement of the shipment of an order on hold until such payment(s) is(are) received. A service charge amounting to the lesser of 1.5% per month, or the maximum allowable by law, shall apply to the portion of Buyer’s outstanding balance which is not paid when due. If legal action is taken by Seller, Buyer shall be liable for Seller’s reasonable attorney fees, plus other costs of such action.

b) Unless otherwise agreed in writing, payment on Canadian export orders shall be made by electronic bank transfers to Seller’s bank. It is the responsibility of the Buyer to pay all GST or any other tax or duty that may be imposed on or in relation to sale. For international orders, 100% payment for all charges must be received in U.S. dollars by Buyer in advance of shipment.

c) Credit card payments are subject to no less than a 5% convenience and processing fee. Seller reserves the right to modify the amount of deposit required from Buyer towards the performance of Buyer’s obligations prior to shipment. Both parties agree that no retention will be held by Buyer from any invoices unless mutually agreed in writing, nor will “paid when paid” arrangements be accepted. For Fastlane®, Door Detective and other entry control product sales totaling $10,000 or less, net 30 terms may be extended upon credit approval.

4. Delivery, Risk of Loss and Shipment:
a) Delivery and performance dates specified herein or otherwise communicated to Buyer are approximate only and are based on conditions at the time Seller accepts Buyer’s purchase order.

b) Delivery shall be complete upon transfer of possession to common carrier, FOB origin or FAS port, as the case may be, whereupon title and all risk of loss, damage or destruction to the goods shall pass to Buyer. In no event shall Seller be liable for any delay, or charges related to such delay in delivery by the carrier, nor shall the carrier be deemed an agent of Seller.

5. Changes and Cancellation: Orders accepted by Seller are not subject to change or cancellation by Buyer after manufacturing work in progress, except with Seller’s written consent and upon payment of an appropriate charge to cover the cost or loss incurred by Seller. Buyer agrees to assume all risks for any damages that may result from changes to the purchase order. Unless otherwise agreed in writing, such charge shall not be less than fifty percent (50%) of the price of the goods subject to the change or cancellation, or seventy-five percent (75%). in the case of projects requiring custom design (wherein non-recurring design & re-tooling charges are quoted).  

6. Warranty:
a) Seller warrants that on the date of shipment all goods are free from defects in material and workmanship under normal use and service.

b) No warranty extended by Seller shall apply to (i) any goods which have been modified or altered by persons other than Seller; (ii) any goods subjected to any misuse, neglect, improper installation or accidental damage; or (iii) any goods manufactured by a third party other than products sold by Smarter Security, Inc. Seller’s exclusive obligation under this warranty is, at Seller’s option, to repair or replace the defective goods (FOB origin) or to refund to Buyer the purchase price paid for the defective goods. If any failure from defective material or workmanship occurs within 12 months of shipment and Buyer notifies Seller forthwith, Seller will, at its option, either repair or replace without charge, goods proven to have been defective at the time of shipment, or credit the Buyer for the price of the defective goods. Seller does not accept liability for damages in an aggregate amount greater than the price of the defective goods. Seller shall not reimburse or make any allowance to Buyer for any labor charges incurred by Buyer for replacement or repair of any goods unless such charges are authorized in advance by Seller.

c) This warranty is made on the condition that Buyer gives Seller immediate written notice of any defect (in no event later than one (1) year from the date of shipment), that Buyer gives Seller access to the goods and Buyer’s relevant records and data, and that Seller’s inspection reveals that Buyer’s claim is valid under the terms of this warranty. No returns will be accepted by Seller unless accompanied by Seller’s written Return Merchandise Authorization forms. THIS WARRANTY APPLIES TO THE GOODS ONLY AND NOT TO ANY COMBINATION OR ASSEMBLY OF THE GOODS OR ANY SERVICES OF SELLER. SELLER MAKES NO WARRANTY OTHER THAN THE WARRANTY SET FORTH HEREIN AND THE WARRANTY ON PATENTS. SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Site Certification & Training: Optional Site Certification & Training are recommended and available whereby a Smarter Security trained technician will come to site and test/review all wiring and turnstile settings and provide functional testing and basic onsite training. The Seller requires all open invoices pertaining to the project requesting Site Certification & Training be paid in full prior to scheduling. The Seller also requires any sequential invoices which include Site Certification & Training, from all Buyers, whether direct or indirect to be paid in full prior to scheduling. Fastlane® products must be bolted down and have all wires terminated as instructed in the Installation Manual. If these fundamental requirements are discovered not to be complete as Buyer had informed Seller, Site Certification & Training will be postponed until a later date. Rescheduling and billing for an incremental trip will be initiated. Payment for this incremental trip must be paid in entirety prior to commencement of the trip. It is not recommended for Buyer to apply power to the turnstiles prior to receiving Site Certification & Training. Site Certification & Training do not include any form of installation or modifications by the trained technician. The trained technician, upon request of Buyer, may assist in minor corrective action such as alteration of turnstile settings, or of authentication readers. Under this scenario, the trained technician is assisting by Buyer’s request as a favor only, and therefore Buyer assumes all risk and responsibility for any damages or consequential damages that may result from the trained technician providing this favor. Seller requires a two-week advance notification in order to lock in reasonable travel prices. If less time is required by Buyer, surcharges may be applied to amounts due. If the trained technician is delayed for any reason such as inadequate preparation, an incremental daily billing rate plus expense reimbursement must be paid to Seller as long as the trained technician is available for this incremental time. If the unplanned day(s) cannot be accommodated, a separate trip with commensurate charges will need to be ordered by Buyer. If the trip is changed after travel has been booked, Buyer will reimburse Seller for all penalty and incremental costs.

8. Preventive Maintenance Services: Optional Preventive Maintenance Services are recommended and help ensure uninterrupted service while maximizing benefits from your Fastlane® optical turnstiles. A Smarter Security trained technician can assist you with this by scheduling a twice per year visit to the installed location to perform a variety of inspections, needed adjustments, minor repairs, and other services. The goals are to improve the immediate performance and aesthetic appeal, and to anticipate and preempt any downstream issues from materializing. Preventive Maintenance Services do not include any form of installation or modifications by the trained technician. The Seller requires 50% deposit prior to the first visit, and 50% payment net 30 following the first visit, which covers the remainder of the year. No refunds or exchanges are allowed and this purchase may not be used as a credit against any past, current, or future purchases from Smarter Security, Inc. It is the Buyer’s responsibility to maintain any unused visits. Period of validity remains one year from the date of purchase.

9. Patents: (This Section outlines Seller’s entire liability regarding patents.) Seller warrants to Buyer only that the goods shall be delivered free from any rightful claim of any third party for infringement of a United States patent. This warranty does not apply, however, to claims arising out of combinations of the goods with goods provided by others, or to claims resulting from compliance of the goods with Buyer’s 8 design or specifications. Seller shall defend Buyer against any such claim of infringement and shall pay any resulting damages finally awarded, provided that (a) Buyer promptly notifies Seller in writing of any claim, and (b) Seller has sole control of the defense and all related settlement negotiations. If such a claim arises, Buyer at Seller’s sole cost and expense shall reasonably cooperate with Seller in the conduct of such defense; and, Buyer shall allow Seller, at Seller’s option and expense, to procure the right for Buyer to continue using the goods, to replace or modify the goods so that they become non-infringing, or to grant Buyer a refund of the purchase price in exchange for return of the goods claimed to infringe. Seller’s total liability under this patent infringement warranty shall not exceed the amount received by Seller as the purchase price for the goods subject to such claim of infringement. Buyer assumes and shall hold Seller harmless against any patent liability for goods manufactured to Buyer’s design or specifications or specially designed by Seller to meet Buyer’s requirements.

10. Limitation of Liability: Neither Seller, nor its suppliers, shall be liable, whether in contract, warranty, failure of a remedy to achieve its intended or essential purposes, tort (including negligence), strict liability, indemnity or any other legal theory, for loss of use, revenue or profit, or for the costs of capital or of substitute use or performance, or for indirect, special, liquidated, incidental, or consequential damages, or for any other loss or cost of a similar type, or for claims by Buyer for damages of Buyer’s customers. The Seller’s maximum liability under this Contract shall be the Contract price. Buyer and Seller agree that the exclusions and limitations set forth in this section are separate and independent from any other remedies which Buyer may have.

11. Force Majeure: If Seller suffers a delay in performance due to any cause beyond Seller’s reasonable control, the time for Seller’s performance shall be extended a period of time equal to the period of delay and its consequences. Seller will give Buyer written notice within a reasonable time after Seller becomes aware of such delay.

12. Changes to the Goods: Seller reserves the right to change the design, dimension, weight and specification of the goods when necessary, provided, however, that Seller shall not make any change to goods ordered by Buyer without the Buyer’s consent if the change impairs the performance or function of the goods.

13. General:
a) All trademarks, trade names, patents, copyrights, design, drawings, formulas or other data, photographs, samples, literature, sales aids of every kind, software programs or other technical information supplied by Seller to Buyer in connection with the sale of the goods hereunder shall remain Seller’s property and be held in confidence by Buyer. Buyer agrees not to do anything inconsistent with that ownership or to contest ownership of such items. Such information shall not be reproduced or disclosed to others without Seller’s prior written consent. Buyer acknowledges that all software products or products, which include software, are proprietary to Seller or its licensers and are subject to copyrights and trade secrets owned by Seller or its licensers. All references in this Contract to “purchases,” “sales,” or words of similar import, of software products or products which include software signify only the acquisition of a license for such software for use in accordance with the terms of this Contract. Buyer shall have no access to, or rights in, the source codes of any software included in the goods and products sold hereunder. Buyer shall have no right to copy, modify or remanufacture any good or product or part thereof, nor reproduce any written material supplied by Seller without the explicit written consent of Seller.

b) The laws of the State of Texas, without regard to conflicts of law principles, shall govern the validity, interpretation and enforcement of the Contract. It is expressly agreed to exclude from this Contract the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto. The federal and state courts within the State of Texas, U.S.A., shall have exclusive jurisdiction to adjudicate any dispute arising out of this Contract and Buyer hereby expressly consents to the personal jurisdiction of the federal and state courts within Texas.

c) Waiver by Seller of any breach of any provision contained herein shall not constitute or be deemed to be a waiver of any other breach or of such provision. No amendment to or modification or alteration of the Contract shall be effective against Seller without Seller’s specific written agreement thereto. Buyer shall not assign this Contract, any interest in the Contract or rights under the Contract without Seller’s prior written consent, which consent shall not be unreasonably withheld. If any provision in this Contract is found or held to be invalid or unenforceable in any respect, such unenforceability will not affect any other provisions of this Contract, provided that the expected economic benefit of this Contract are not denied to either party. This Contract sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them.