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Springer Service Systems, Inc. d/b/a SafeCare (Seller) and anyone making purchases from Seller (Purchaser), (singularly, a Party; together, the Parties) hereby acknowledge and agree:

1. These SafeCare Terms and Conditions (Terms) are the only terms that govern the sale of the systems, items, parts (together, the Product(s)), or Services (together, the Products/Services). These Terms and the associated accepted quotation(s), bid(s), purchase order(s), sales confirmation(s), or equivalent document(s) (together, the Quote(s)) are the entire agreement between the Parties hereto pertaining to the transactions described herein. These Terms and the associated Quote(s) supersede all prior negotiations, commitments, and writings. Purchaser acknowledges all Terms herein are incorporated into every Quote.
2. Purchaser will buy from Seller the Products/Services under the Terms. The Terms, and the associated accepted Quote(s) constitute the offer, acceptance, and consideration for each transaction between Purchaser and Seller. Purchaser’s Quote(s) acceptance may be communicated by email or other writing.  These Terms prevail over any of Purchaser’s general terms and conditions of purchase, regardless of whether or when Purchaser has submitted its purchase order or such terms.  Fulfillment of Purchaser’s order does not constitute acceptance of any of Purchaser’s terms and conditions and does not modify or amend these Terms.  Notwithstanding anything herein to the contrary, if a written contract signed by both Parties is in existence covering the sale of the Products/Services covered herein, the terms and conditions of said contract prevail to the extent they are inconsistent with these Terms.
3. By accepting Seller’s Quote(s), Purchaser represents that it is fully authorized to purchase the Products/Services on behalf of the specified entity, commit that entity to timely payment, authorize Seller to provide, install, test, and inspect the Product(s) on the premises described in the Quote(s), and pay the invoiced amount upon completion. The Services will be provided in a workmanlike manner per Seller’s standard procedures and will be completed within a reasonable time from the Quote(s) date; any performance dates Seller communicates to Purchaser are estimates only.  Seller has no liability for delays in providing the Products/Services, or for any Products/Services interruptions, regardless of the nature thereof, and Seller will not be required to supply Products/Services to Purchaser during the period of any Products/Services delay or removal.
4. Purchaser shall cooperate with Seller in all matters relating to the Products/Services and provide such access to Purchaser’s premises, and such office accommodation and other facilities as may reasonably be requested by Seller, for the purposes of performing the Products/Services. Purchaser shall respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Products/Services in accordance with the requirements of the Quote(s) and Terms and ensure that its responses are complete and accurate in all material respects.  Purchaser shall obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Products/Services before the date on which the Products/Services are to start.
5. Notwithstanding anything to the contrary contained in these Terms, Seller may, from time to time, change the Products/Services without Purchaser’s consent, provided such changes do not materially affect the nature or scope of the Products/Services, or the fees or any performance dates set forth in the Quote(s).
6. If Seller’s performance of its obligations under the Quote(s) and Terms is prevented or delayed by any act or omission of Purchaser or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under the Quote(s) or these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by Purchaser, in each case, to the extent arising directly or indirectly from such prevention or delay.
7. Purchaser hereby authorizes and empowers Seller, its agents, and assigns, to install and maintain the Product(s) on the premises described in the Quote(s), and to inspect, test and repair the Product(s), and to change or alter the Product(s) at Purchaser’s request or when made necessary by any changes in Purchaser’s premises, property, or equipment, after completion of the original installation, at Purchaser’s cost. Purchaser agrees to furnish any necessary electric current through Purchaser’s meter and at Purchaser’s expense. The Parties agree that it may be necessary to connect the telephone communicator to a special device furnished by and charged to the Purchaser by the telephone company. The installation or service on said device is not part of these Terms.
8. The Parties agree the installation and Seller’s periodic tests and inspection of the Product(s) will be performed only on weekdays, excluding holidays, between 7:30 a.m. and 3:30 p.m. local time. SELLER WILL PERFORM REPAIRS REQUESTED BY PURCHASER DURING THE HOURS OF 7:30 A.M. AND 3:30 P.M. MONDAY THROUGH FRIDAY, EXCLUDING HOLIDAYS. PURCHASER AGREES TO PAY SELLER AN EXTRA CHARGE FOR PURCHASER-REQUESTED AFTER-HOUR REPAIRS.
9. Seller’s Terms are payment in full within thirty days. Purchaser will pay Seller the total cost of the Products/Services and all applicable Products/Services-related governmental taxes, fees, or charges per these Terms. Monies that remain outstanding by the due date will incur late payment interest at the rate of 1.5% per month (18% per year). Purchaser shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.  All Products remain the Seller’s property until the associated Products/Services are paid for in full. Purchaser agrees to perform all acts that may be necessary to assure Seller’s retention of title. Should Purchaser default in any payment for the Product(s), Purchaser authorizes and empowers Seller to remove the Product(s) from the premises described in the Quote(s). Seller’s removal of the Product(s) will not be deemed a waiver of Seller’s rights to damages Seller sustains because of Purchaser’s default, and Seller retains the right to enforce any other legal remedy. Furthermore, Seller will not be obligated to restore or redecorate the premises described in the Quote(s) to its original condition upon installation or should Seller remove the Product(s) due to Purchaser’s payment default. The risk of loss of all or any portion of the Product(s) passes to the Purchaser on delivery of the Product(s) to the premises described in the Quote(s).
10. Cash or Personal Checks, all major Credit/Debit Cards, and Bankers Drafts are acceptable payment methods. Returned checks will incur a $50.00 charge to cover banking fees and administrative costs. If a second check is returned, all incomplete transactions will cease with immediate effect until all outstanding monies are recovered in full. Thereafter, Seller may insist that all future transactions be paid in cash only, in advance. Any balance outstanding longer than 60 days from the invoice date will be forwarded to a collection agency and/or will be collected through the Small Claims Court if the outstanding balance does not exceed the jurisdictional limit. Purchaser agrees to reimburse Seller for the fees of any collection agency, which may be based on a percentage at a maximum of 30% of the account balance, and all costs and expenses, including reasonable attorneys’ fees, that Seller incurs in such collection efforts. In addition, Purchasers shall be liable for all additional administrative and/or court costs associated with debt collection through the Small Claims Court.
11. Both Purchaser and Seller have the right to terminate any sale for any reason, including the termination of Services that are already underway. No refunds shall be offered when work has begun and is, for all intents and purposes, underway. Seller shall refund any monies that have been paid to Seller that constitute payment with respect to the provision of Products/Services not yet performed. A minimum of 24 hours’ notice to Seller of order cancellation is required. Notification in person, via email, or fax, or any other means will be accepted, subject to written confirmation. Seller reserves the right to levy a $50.00 charge to cover any subsequent administrative expenses.
12. Seller agrees to correct any material or workmanship defect or defects that may develop in the Product(s) to the extent such defect or defects develop under proper and normal use from the installation completion date through the warranty period, by repairing or replacing the defective part or parts. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES OF QUALITY, EXPRESSED OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. Products manufactured by a third party (Third Party Product) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with the Products. Third Party Products are not covered by the warranties included in the Terms.  For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
14. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
15. Seller shall not be liable for a breach of the warranties set forth in these Terms unless: (a) Purchaser brings to the Seller’s attention any defective Products or errors or omissions in providing the Products/Services, including but not limited to failure to wire points of protection, in writing within five (5) days of installation completion; (b) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of any warranty set forth in these Terms to examine such Products/Services; and (c) Seller reasonably verifies Purchaser’s claims that the Products/Services are defective . Further, Seller shall not be liable for a breach of the warranties set forth in these Terms if (a) Purchaser makes any further use of such Products/Services after giving such notice; (b) the defect arises because Purchaser failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (c) Purchaser alters or repairs such Products without the prior written consent of Seller. Upon expiration of the five (5) day period, the Products/Services, including but not limited to their installation and the protection provided, will be deemed accepted by the Purchaser. Purchaser acknowledges that it may obtain protection beyond that provided herein at an additional cost with the Seller’s written agreement.
16. The Parties agree that Seller is providing the Products/Services, which are designed to reduce the risk of loss; that Seller is not assuming responsibility for losses that may occur due to Product(s) malfunction, even if caused by Seller’s negligence or failure of performance; that Seller is not an insurer and that Purchaser is responsible for obtaining insurance, if any, covering property loss or damage or personal injury on the premises described in the Quote(s). It is further understood that Purchaser chose the Product(s) described in the Quote(s) after considering and weighing the protections afforded by various products and their related costs.
17. Seller is in no way responsible for the property of third parties. When, in the normal course of business, Purchaser has others’ property in his custody, or the Product(s) is intended to protect the persons or property of others, or others monitor the Product(s), Purchaser agrees to and will indemnify, defend, and hold harmless Seller, its employee and agents for and against all claims brought by parties not specified in the Terms. This provision applies to all claims, regardless of cause, including Seller’s performance or failure to perform, and including defects in products, design, installation, maintenance, operation, or non-operation of the Product(s), whether based on active or passive negligence, express or implied contract or warranty, contribution or indemnification or strict product liability on the part of Seller, its employees, or its agents. SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, THAT THE PRODUCT(S) MAY NOT BE COMPROMISED, OR THAT THE PRODUCT(S) WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED.
18. BECAUSE THE VALUE OF PROTECTED PROPERTY IS UNKNOWN AND BECAUSE ESTABLISHING A CAUSAL CONNECTION BETWEEN PRODUCT(S) PROBLEMS AND PURCHASER’S POSSIBLE LOSS, THE PARTIES AGREE IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES THAT MAY ARISE SHOULD THERE BE A PRODUCT(S) FAILURE. ACCORDINGLY, IF NOTWITHSTANDING THE PROVISIONS IN TERMS PARAGRAPHS 12 THROUGH 17, ANY LIABILITY IS IMPOSED ON SELLER, SUCH AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS/SERVICES SOLD HEREUNDER OR $5,500.00, WHICHEVER IS LESS. THIS SUM IS COMPLETE AND EXCLUSIVE AND WILL BE PAID AND RECEIVED AS THE LIABILITY LIMIT AND NOT AS A PENALTY.
19. Purchaser may increase the liability limit described above by obtaining from Seller an additional liability limit by paying Seller an additional service charge pursuant to a separate written agreement. However, such increased liability limit will not be interpreted in any way to hold Seller as an insurer.
20. Purchaser may not assign the Quote(s) or any of its rights or obligations under these Terms without the Seller’s prior written consent. Any purported assignment violating this Section is null and void. No assignment relieves Purchaser of any of its obligations under the Quote(s) or these Terms.  All Products/Services provided for under these Terms will inure to the benefit of the original Purchaser described in the Quote(s) unless otherwise specified by Seller in a separate written agreement.  The Quote(s) and these Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
21. All notices required by these Terms shall be in writing and delivered by certified or registered U.S. mail (return receipt requested, postage prepaid), personal delivery, or nationally recognized overnight courier (with all fees prepaid). Notices to Seller shall be sent to President, SafeCare, 皇冠crown娱乐软件 Street, Indianapolis, IN 46203, or such other address that Seller may designate in writing.  All notices to Purchaser shall be sent to the address set forth on the face of the Quote(s) or such other address that Purchaser may designate in writing.
22. If a court determines any provision of these Terms, or portion thereof, is invalid or unenforceable, such ruling shall not invalidate or render unenforceable such provision in any other jurisdiction or affect the remaining provisions, which provisions will remain valid and enforceable.
23. The laws of the State of Indiana govern the validity of the Quote(s) and these Terms without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Indiana. The Parties agree that any action to enforce these Terms will be in a federal or state court of proper jurisdiction located in Marion County, Indiana and no other, and the Parties irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
24. Neither Party shall be liable to the other for any failure to perform any obligation under the Terms that is due to an event beyond the control of such Party including but not limited to any (a) Act of God; (b) terrorism, war, political insurgence, insurrection, terrorist threat or act, riot, civil unrest, uprising, or act of civil or military authority (whether war is declared or not); (c) earthquake, flood, explosion, epidemic, or any other natural or manmade eventuality outside of the Party’s control; (d) government order, law or actions; (e) embargoes or blockades occurring on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of or inadequate power or transportation facilities; and (i) any other events which could not have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable efforts to comply with these Terms.
25. Failure of either Party to insist upon strict performance of any provision of these Terms or to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under these Terms. No waiver of any of these Terms shall be effective unless it is expressly stated to be such and signed by both Parties.
26. Seller reserves the right to change these conditions from time to time as it sees fit and Purchaser’s continued use of the website will signify its acceptance of any adjustment to these Terms. If there are any changes to Seller’s Website Privacy Policy, Seller will announce on its home page and other key website pages that these changes have been made. Any changes to Seller’s Website Privacy Policy will be posted on Seller’s website 30 days prior to these changes taking place. Purchaser therefore is advised to re-read the Website Privacy Policy on a regular basis. If there are any changes in how Seller uses its customers’ Personally Identifiable Information, notification by e-mail or postal mail will be made to those affected by this change. These Terms form part of the agreement between Purchaser and Seller. Purchaser’s accessing of this website and/or acceptance of a Quote(s) indicates Purchaser’s understanding, agreement to and acceptance, of the Terms contained herein.