Installation Services Agreement
1. Definitions
“Documentation” means user manual and other written materials that relate to a particular Product.
“Installation Services” means the installation of a Product on a vehicle or other asset.
2. Installation Services
2.1 Installation Specification. Should Customer require Installation Services, on behalf of itself or its own customers, and Customer chooses Installer as a service provider, Installer shall perform the Installation Services at Customer sites according to the Documentation. Installer has the right to accept, or reject, any Customer request for Installation Services.
2.2 Installation includes basic install with no added features, unless otherwise specified on Pricing Schedule or Order Form. Customer will be responsible for any additional requirements which may include: additional equipment or connections; mountings, sensors or any other equipment not listed on the Pricing Schedule. Pricing that includes install, requires Customer to provide 6 available assets per installer/per trip or additional trip charges apply (if customer has less than 6 in their total fleet, then all assets must be available at the same time or additional trip charges apply)
2.3 The rate as stated in the Pricing Schedule will be subject to penalty charges where Installer is unable to complete the scheduled installation due to delays which may include: access to sites, access to vehicles, hardware availability, inclement weather, etc. Agreed project plans are estimates that do not assume delays not caused by Installer. No show charges will be invoiced where: a scheduled customer/vehicle is not available within 15 minutes of an agreed dispatch time and place, there will be a standard installation charge per dispatch.
2.4 Previous device removal is not included in standard installation charges. If Customer chooses to have Installer remove previously installed devices, there may be additional charges.
2.5 Product inventory management is the Customer’s responsibility. Product inventory must be made available to Installer Personnel each day upon arrival.
2.6 Trip charges and Daily rates are per Tech, per site per day. Daily rates are for a full 8-hour day. If Customer requests that a Tech visit multiple customer sites in a day, driving time between those multiple sites counts toward the 8-hours of service. Time to complete an installation shall vary based on scope provided by Customer, asset type, and asset availability. Daily rates and Trip Charges are set forth on the Pricing Schedule.
2.7 If customer is outside of Solera’s installation coverage area (Contiguous United States), customer may be required to pay for additional travel fees. Installs scheduled in remote areas and/or excessive mileage away from closest installer, additional mileage surcharges at the rate of $.58 per mile may apply. Installs scheduled outside of installer coverage area may also require additional time to schedule. Customer will be notified of any additional charges prior to scheduling.
2.8 Cancellation and Delays.
a) Customers utilizing per piece rate (instead of daily rate): Installer Personnel scheduled will be required to wait 15 minutes after agreed arrival time. If Customer assets are not available after 15 minutes, Installer Personnel will leave Customer premises and Customer will be responsible for a $125 trip charge or their current single device labor rate.
(b) Inclement weather may result in delays and costs beyond Installer’s control. Indoor facilities provided by Customer may mitigate any potential delays. Delays may result in additional days and cost required to complete the Installation Services.
3. Installer Personnel
3.1. Installer Personnel. Installer shall engage a team of installers who are employed by Installer as employees, directors, engineers, mechanics, or contractors (“Installer Personnel,” or individually, a “Tech”). Installer shall be solely responsible for any compensation payable, during or after the term of this Agreement, to Installer Personnel in connection with the Installation Services or otherwise. Installer will ensure that Installer Personnel, while assigned to provide Installation Services or otherwise visiting or accessing Customer’s facilities, will: (a) comply with each such Customer’s then-current safety and security procedures and other applicable rules and regulations pertaining to personal and professional conduct, and (b) otherwise conduct themselves in a professional and businesslike manner. If Customer so requests, based on a reasonable belief that Installer’s personnel have breached any of the foregoing obligations, Installer will immediately remove such personnel from performing Installation Services.
3.2. Training. Prior to performing Installation Services of any Product, Installer agrees that all Installer Personnel must complete and pass the Vendor training associated with a Product (“Training”). Installer shall be responsible for ensuring that all Installer Personnel are trained, and pass the Training prior to delivering any Installation Services, installation certification and equipment maintenance.
3.3. Tools. Except as otherwise set forth in this Agreement, Installer shall supply or ensure that the Installer Personnel performing the Installation Services have access to all tools typically necessary for the performance of the type of services contemplated by this Agreement.
4. Installation Services Completion and Acceptance
Installer shall complete all Installation Services in accordance with the installation procedures, specifications and methods required by Vendor, as set forth in the Documentation.
5. Warranties; Disclaimer
Warranties. Installer makes the following warranties, as a present and ongoing affirmation of facts in existence at all times when this Agreement is in effect:
(i) Installer is under no obligation or restriction, nor will assume any obligation or restriction that does not or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning, the work to be performed by Installer under this Agreement; and (a) all Installation Services shall be performed in a professional manner conforming to generally accepted industry standards; (b) all Installation Services will conform to the applicable Installation Specification; and (c) Installer will perform all work under this Agreement in compliance with all applicable laws (including without limitation all federal, foreign, state and local laws).
(ii) Installer hereby warrants to you that the Installation Services will be performed in a professional and workmanlike manner and will be free from defects in material and workmanship for a period of ninety (90) days from the time of installation (the “Installation Warranty”). After the warranty period has expired, any installation concerns shall incur a standard installation charge to dispatch Installer Personnel. If a longer warranty period applies to this Agreement, it shall be set forth on Exhibit A. The Installation Warranty applies solely to device issues resulting from installation. If a device failure is determined to have a cause that is not related to installation, the Installation Warranty does not apply, and Customer may incur charges to dispatch Installer Personnel to troubleshoot the devices.
(iii) DISCLAIMERS. RE-INSTALLATION OF AN IMPROPERLY INSTALLED PRODUCT IS THE SOLE AND EXCLUSIVE REMEDY UNDER THE INSTALLATION WARRANTY. PRODUCT WARRANTIES, IF ANY, ARE SET FORTH IN THE PRODUCT SALES AGREEMENT. NO ADDITIONAL PRODUCT WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE, ARE CONFERRED AS A RESULT OF THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND/OR DO NOT ALLOW LIMITATIONS ON THE AMOUNT OF TIME AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE TERM OF ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW SHALL BE LIMITED TO THE DURATION OF THE FOREGOING LIMITED WARRANTY PERIOD. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
6. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDOR BE LIABLE, WHETHER IN CONTRACT, TORT, UNDER STATUTE OR OTHERWISE, TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, LOST WAGES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INSTALLER BE LIABLE, WHETHER IN CONTRACT, TORT, UNDER STATUTE OR OTHERWISE, TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, LOST WAGES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Installer Responsibility for Damage. Installer shall be solely responsible for any damage it may cause to any Customer vehicles or to any Product during installation and/or repair services performed by Installer. Customer is required to notify Installer before having vehicle repaired. Installer will not accept invoices for damages without prior notice and opportunity to inspect alleged damage. All payment for repairs is conditioned on Customer or other vehicle owner executing a satisfactory release for Installer. If payment is to be made to Customer, Customer shall execute a satisfactory release which shall include appropriate indemnification with respect to any claims that could be brought by the vehicle owner in the future.
Limitation of Liability. In no event shall Installer be liable for any damages that exceed the amounts paid for the installation service giving rise to the damages.
Effects on OEM Warranty; Damages. Customer agrees and acknowledges that the Products are not manufactured by the Original Equipment Manufacturer (“OEM”) of any vehicles. It is unlawful for a warrantor to void the vehicle’s warranty solely due to the use of a non-OEM part, such as the Products. However, if the warrantor can show that a defect, malfunction, or failure of any warranted consumer product to conform with a written warranty was caused by damage (not resulting from defect or malfunction) while in the possession of the consumer, or unreasonable use (including failure to provide reasonable and necessary maintenance), the warrantor will not be required to provide warranty service. This means that the vehicle warranty as a whole cannot be invalidated due to the use of the Products, but that if the warrantor (which may be the OEM or dealer) can prove that the Products are the cause of a problem for which a consumer has sought coverage under the vehicle’s warranty, the warranty will not apply to the specific OEM parts which may need to be replaced and the service related thereto.
IN NO EVENT WILL INSTALLER OR VENDOR BE LIABLE FOR THE INVALIDATION OF THE VEHICLE’S OEM WARRANTY AS A WHOLE. IT IS EXPRESSLY AGREED THAT INSTALLATION OF THE PRODUCTS DOES NOT CONSTITUTE UNREASONABLE USE PER SE.