Payment Terms

ClarkPowell’s Standard System Payment Terms are as follows:

1.       ClarkPowell will require a hard copy of a Purchase Order to commit to this project.  Please refer to our proposal [Proposal Number] when drafting your Purchase Order. The issuing of a purchase order against our referenced quotation constitutes acceptance by the customer of the ClarkPowell’s Terms & Conditions below.

2.       Invoices are due NET 20 Days from the invoice date.

3.       ClarkPowell accepts Visa, MasterCard, American Express credit card orders.  Credit card orders are subject to a 3% processing fee which will be added to the above total on the final invoice.  Credit card orders are limited to $10,000.00.  

4.       A 30% deposit will be required within 10 days of the receipt of [Customer Name] Purchase Order before ClarkPowell can begin ordering any equipment.

5.       ClarkPowell may invoice up to 95% of the sales price when the project is deemed to be substantially complete by ClarkPowell.

6.       Freight is prepaid by ClarkPowell and added to the customer’s invoice.

7.       Any equipment returned by [client Name] after ClarkPowell has received said equipment will be subject to restocking and shipping charges as determined by ClarkPowell’s supplier.

 

Terms and Conditions

Throughout the remainder [Client Name] shall be referred to as the Customer.

Exclusions

The system described in this proposal is a complete, working system and includes all equipment, materials, and labor to produce a complete and operational system as specified in this proposal with the exceptions as noted below. The following goods and services will need to be provided by others;

a)       The electrical power system necessary to power the listed equipment (including but not limited to: conduits, raceways, pull boxes, junction boxes, outlet boxes, wiring, conductors, breaker panels, transformers, etc.).

b)      The empty conduit system (including conduits, junction boxes, outlet boxes, raceways, etc.) into which the cabling for the audio, video, and control systems.

c)       Any required floor penetrations and poke through devices for access between floors of the building.

d)      Any required wall penetrations through firewalls or fire treated barriers required by the audio visual equipment installation.

e)      Ceiling, ceiling tiles, or ceiling tile grid repair after the installation of audio visual equipment by ClarkPowell.

f)        Any sheetrock sanding, priming, painting or repairs required.

g)       Any modifications to the structural, mechanical, electrical, and plumbing systems or movement of obstructions in the walls, floors, or ceilings.

h)      All analog and digital telephone lines required by any audio conferencing units included in this proposal.

i)        ClarkPowell will work with the Client to coordinate the transmission lines and network interfaces requirements for these systems.

j)        Any data or network connections required external to the designed audio visual.

k)       Network connections and cabling systems required by computers of being used as part of these systems.

l)        The building structure to which the AV Devices will be mounted.

m)    Any operators’ consoles, cabinetry, credenzas, lecterns, or other furniture in which audio/video equipment will be mounted not specifically listed in this proposal.

 

Owner Furnished Equipment (OFE) and Software Provided by the Customer

a)       ClarkPowell will use its best effort to utilize existing OFE for use in this project. In the event that the OFE is determined to be unusable for this purpose, ClarkPowell will notify the Customer and propose alternative solutions.

b)      ClarkPowell assumes no liability or risk of loss for OFE or data contained therein.

c)       ClarkPowell assumes no liability for existing software or “code”.

d)      ClarkPowell will use its best effort to utilize and modify existing software or “code” provided by the Customer for use in this project, provided the code in question is the exclusive property of the Customer, and is not subject to any licensing agreement.

e)      In the event that this software or code is determined to be unusable for this purpose, ClarkPowell will notify the Customer.

f)        During the installation, all OFE and software (including Customer furnished computers, Blu-ray players, satellite and CCTV systems, etc.) that will be incorporated into the system must be available for ClarkPowell technicians to set up the system properly. Failure to have this equipment available during the installation will result in additional charges.

 

Documentation and Software

ClarkPowell will provide the following documentation upon completion of the job:

a)       System wiring drawings

b)      Equipment serial number lists

c)       Control system programming code (source code)

d)      Equipment operation manuals

e)      ClarkPowell software programmers provide code on a “works made for hire” basis and as such the final ownership of the source code transfers to the Client upon completion and receipt of final payment.

Engineering Design

The conceptual design process (paid or unpaid) for Audio Visual systems is complex, and it is not uncommon for designs to change just prior to installation. In the event that changes need to be made to a system designed and supplied by ClarkPowell, ClarkPowell will work with the client to insure that the finished system is completed to the standard intended in the conceptual design. In the event that the client uses a ClarkPowell design, to either engage a third party to supply equipment, or to provide a turn-key solution, ClarkPowell is not liable for any inaccuracies or oversights contained in the design.

Site Conditions

The minimum acceptable condition of the project site for the installation of the electronic equipment in the proposal is as follows;

a)       The rooms into which the equipment will be installed must be dust‐free with floor, ceiling, and wall finishes to be completely installed.  Wall repairs that require ClarkPowell to de-install equipment and re-install after the 3rd party is complete may require a change order for the additional labor expended.

b)      The rooms into which the equipment will be installed must be lockable & secure.

c)       Electrical power, conduit systems, and HVAC systems for the equipment should be fully installed, energized and inspected prior to ClarkPowell installing any equipment.

d)      OFE furniture into which components of the equipment will be installed should be present. All cabinets and closets housing equipment having locking doors.

e)      All phone, modem, PRI, data, LAN, and telecommunications connections are installed, live and tested.

Schedule

ClarkPowell understands that time is of the essence for this project. We will use our best efforts in coordination and communication to ensure that your timetable is met. However, there are many factors outside of our control that may impact this schedule such as the manufacture and delivery of equipment from our vendors. ClarkPowell will communicate to the Client as soon as an issue is discovered that may impact the Client’s schedule and discuss work –arounds or alternates as appropriate.

As your timetable changes, we will make every effort to accommodate your new schedule, but ClarkPowell makes no guarantee that an installation crew will be available on the revised installation dates.

a)       We require a minimum of five (5) working days’ notice as to a revision of schedule dates that will change the time that a crew is required on-site. Notification of a change in schedule with less than 5 days’ notice may result in additional charges for non-utilized labor.

Unless otherwise specified in the proposal:

b)      This pricing in this proposal is based on the work being done at non‐overtime rates during normal business hours.

c)       Normal business hours are defined as 8:00am – 5:00pm, Monday through Friday excluding holidays.

d)      Any work required outside of this timeframe will result in overtime charges unless specifically noted in the proposal pricing.

Training

ClarkPowell personnel will train the Client's personnel in the proper setup and operation of the systems supplied by ClarkPowell as well as providing basic written instructions. A maximum of two (2) hours of training at each location is provided, unless otherwise noted in the proposal.

Invoicing and Payment

a)       Customer will remit an initial deposit of 30% (noted as 40% above in Payment Terms) of the above total at the time of execution of this contract.

b)       Thereafter, ClarkPowell will submit a monthly invoice on or about the 5th of each month showing all equipment delivered and services rendered during the preceding month. The monthly invoice will also include materials suitably stored at our office during the staging process. Customer agrees to remit payment by check or wire transfer for such invoices within twenty (20) days from the invoice date. Customer agrees to pay a finance charge equal to 1½% per month on all invoices not paid timely. In the event that ClarkPowell employs an attorney to collect unpaid amounts, Customer agrees to pay all reasonable legal fees and costs incurred by ClarkPowell in such action.

Restocking Fees

Any equipment ordered as part of this proposal that is returned to ClarkPowell or where delivery is cancelled by the Customer will be credited back to the Customer less any restocking fees and return freight and handling charges. In some cases, due to manufacturer’s or supplier’s policies, equipment cannot be returned and will not result in a credit to the Customer.

Acceptance

Acceptance of this proposal by the Client is subject to customary credit review. The pricing and other terms set forth in this proposal are good for a period of 30 days from the date of this letter.

Standard Warranty

a)       ClarkPowell warrants that our installation services will be free of defects in workmanship and materials for a period of 90 days. This warranty period will begin at the earlier of the completion of installation or the first substantial use of the equipment.

b)      Travel expenses to and from the site are not included as part of this warranty. In addition, the equipment may be subject to manufacturers’ limited warranties varying in length from ninety days to one year.

c)       These warranties do not apply in the event of misuse, neglect, accident, or operational errors. Charges for the removal and re‐installation of equipment will be additional. Any work performed by ClarkPowell outside of the scope of these warranties or performed on OFE equipment will be separately charged.

d)      No other representation, warranty, or guarantee, express or implied, is included in this proposal including implied warranties of fitness for a particular purpose or merchantability. In no event shall either party be liable for any special, indirect, consequential, incidental, or punitive damages.

e)      Owner Furnished Equipment (OFE) - Unless separate accommodations have been discussed, agreed and documented prior to the installation, ClarkPowell does not warrant any OFE. If, during the 90 day ClarkPowell warranty, a service call is responded to where the root cause is attributed to OFE ClarkPowell will advise the Client that the equipment is at fault, and will charge time and materials for the service visit. The Customer may then contact the original supplier for service, or can engage ClarkPowell to remedy the fault on a time and materials basis. Additionally, if ClarkPowell’s attendance on-site is required to assist any 3rd party in investigating a fault of their supplied equipment, ClarkPowell will charge the Customer for time and materials.

f)        OFE equipment will be identified at the point of installation with an ‘OFE’ security sticker on the rear of the equipment. This is to aid identification in the event of a service issue.

Independent Contractor Relationship

ClarkPowell and the Client are contractors independent of one another and neither party’s employees will be considered employees of the other party for any purpose.

Confidentiality

a)       The information furnished in this proposal and any related design information is the confidential and proprietary information of ClarkPowell and is provided for the purpose of assisting you in evaluating this proposal. This information remains the property of ClarkPowell and is not to be distributed outside of your company without written permission from ClarkPowell and payment for our design and engineering time expended to date.

b)      Either party will not furnish, use, or divulge to any individual, firm, corporation, or other entity, any proprietary or confidential information of the other party.

Non‐Solicitation

During the term of this agreement and for a period of one year after completion of services, Customer will not hire or directly or indirectly recruit, induce, or solicit any employee or contractor of ClarkPowell for employment with any other person or entity.

Force Majeure

Other than payment of amounts due herein, neither party shall be responsible for delays or failures that arise due to circumstances beyond its reasonable control.

Critical Spare Equipment

Critical equipment like spare projector lamps should be purchased and maintained on‐site for use as needed to minimize downtime in the event of failure. We also recommend purchasing extended manufacturer warranties on critical system components to help flatten out operating costs and help with turn‐around time on depot level repairs. Please consult with your Account Manager to include these figures in your base proposal.