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<br />TERMS AND CONDITIONS (Continued)
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<br />3. The term of this agreement shall commence on the date hereof, shall remain in effect for the period specified above. and shall therea'fter be
<br />automatically renewed annually unless either KNOGO or CUSTOMER shall, at least Ihirty (30) days prior to the expiration of the initial or any
<br />extended term of this agreement, notify the other party in writing of its intention to telminate this agreement at lhe end of the initial or any
<br />extended term, in which event this agreement shall expire at the end of said term.
<br />4. This contract is accepted and priced in accordance with the location of the installation relative to i!s'prpxim~y to a KNOGO Service Center.
<br />Locations are categorized as Zone A, Zone 8, and Zone C, which are defined as follows:
<br />Zone A = 0 - 100 miles from a KNOGO Service Center. Standard pricing applies.
<br />Zone 8 = 101 . 200 miles from a KNOGO Service Center. Standard pricing +50oh surcharge applies.
<br />Zone C = 201 miles and beyond Irom a KNOGO Service Center. Standard pricing + 100% surcharge applies.
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<br />5. Maintenance shall be provided during the principal period of maintenance (PPM) which is defined as the hours of 8:00 a.m. through 5:00 p.m.,
<br />Monday through Friday, exclusive of KNOGO holidays. Service requested and performed outside this time frame will not be covered under
<br />this agreement and will be charged at prevailing hourly rales.
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<br />6. CUSTOMER shall be responsible for repair or replacement of all damaged or faulty fuses, circuit breakers, wall receptacles and wiring which
<br />is nol part of the KNOGO Detection System. CUSTOMER shall be further responsible for maintenance and upkeep, including cleaning, painting
<br />and polishing, of all KNOGO equipment which is not classified as electronic equipment such as detection panel exteriors and instrument enclosures.
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<br />7. CUSTOMER agrees to furnish KNOGO full and free access to the equipment during the principal period of maintenance when KNOGO represen-
<br />tatives are performing service. KNOGO reserves the right to replace any items of equipment with new or refurbished equipment of equivalent
<br />functional specifications. KNOGO will not render any service under conditions which pose a potential for harm to KNOGO Service Representatives.
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<br />B. KNOGO shall repair and exchange parts free of charge in the U.S. and Canada in the event of manufacturing defects or failure under normal
<br />customer use. Service rendered or required for any other reason, including but not limited to service rendered due to general environmental
<br />conditions, accident or disaster (including fire, water damage, and failure of electricity or air conditioning) customer neglect, mis.use or abuse
<br />of the equipment. repairs or maintenance of the electronic equipment by persons other than KNOGO Service Representatives, or re-Iocation
<br />of the equipment (except as provided otherwise in the Lease/Maintenance Agreement), will be charged to CUSTOMER at prevailing rates.
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<br />9. KNOGO shall not be obligated to maintain or repair the KNOGO Detection System if CUSTOMER owes KNOGO any monies under any pur-
<br />chase or rental/lease agreement or is in breach or violation of any of the other terms or provisions of this Agreement or any other Agreement
<br />between KNOGO and CUSTOMER.
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<br />10. KNOGO shall be excused from the performance of its obligations hereunder when the failure of such performance shall be due to acts of God,
<br />war conditions. labor troubles, strikes or any other cause beyond the control of KNOGO, or if its performance would be violative of then ap.
<br />. pllcable laws or ordinances. In no event shall KNOGO be responsible for loss of profit due to equipment failure.
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<br />11, This Agreement and its validity, construction .an9 .performanc.e shall be governeq (w.ithout giving effect to principles of conflict of laws) in all
<br />respects by the laws of the State of New York where KNOGO maintains its principle place of business and where this Agreement was executed.
<br />KNOGO and CUSTOMER agree that only the courts of the State of New York shall have jurisdiction over any controversy arising out of this
<br />Agreement and that the venue for the. adJUdication of any such controversy shall be in Nassau County, Service of process In connection with
<br />such controversy may be made by registered mail, return receipt requested, addressed to the last known address of the party being served.
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<br />12. The parties hereto waive, insofar as permitted by law, trial by jury and any action between the parties. KNOGO and CUSTOMER intend this
<br />Agreement to be a valid and subsisting legal instrument, and agree that no provision of this Agreement, which may be deemed unenforceable
<br />shall in any way invalidate any other provision or provisions of this Agreement, all of which shall remain in full force and effect.
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<br />13. This Agreement, which term shall include any exhibits or riders attached hereto, sets forth the entire agreement and understanding between
<br />the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every
<br />nature between them, and neither party shall be bound by any condition, definition, warranty or representation, other than as is expressly pro-
<br />vided for in this Agreement.
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<br />14, This Agreement shall not be changed, modified or amended except by a writing signed by the party to be charged, nor may this Agreement
<br />be discharged except by performance in accordance with Its terms or by a writing signed by the party to be charged. Any writing to be signed
<br />by KNOGO changing, modifying, amending or discharging this Agreement shall not be effective unless signed by an authorized officer of KNOGO.
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<br />15. This Agreement shall be binding upon CUSTOMER, its successors, permitted assigns, heirs and executors, if any, and upon KNOGO and its
<br />successors and assigns.
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<br />16. This Agreement shall be a valid and binding instrument only upon acceptance by KNOGO at its home office in Hauppauge, Long Island, New
<br />York and only upon execution by an authorized officer of KNOGO. Salespersons are not authorized to bind KNOGO. Any exhibit or rider attached
<br />to this Agreement shall be valid and binding and constitute part of this Agreement, only if signed by an authorized officer of KNOGO.
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<br />17. Notice pursuant to this Agreement shall be deemed given when mailed by certified mail, return receipt requested, to the address of the parties
<br />as set forth in this Agree,:,ent. unl~ss either party shall notify the other of a change of address by certified mail, return receipt requested.
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