UPS/Battery Backup

USA SECURITY SOLUTIONS CORPORATION EXCLUSIVE LIMITED WARRANTY The following terms and conditions govern the relationship between USA Security Solutions Corporation (“USA SSC”) and the purchaser (“Purchaser”) and any ultimate end user (“End User”) of any [name] security component or system (the “Equipment”). USA SSC agrees to sell the Equipment to Purchaser subject to the terms and conditions of this Contract.

ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON PURCHASER'S AND ANY END USER’S ASSENT THERETO. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON USA SSC UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF USA SSC.

1. TAXES AND SHIPPING.
1.1 Taxes. Any and all taxes levied by any governmental authority in connection with the sale of the Equipment shall be promptly paid by Purchaser or the End User. Purchaser will reimburse USA-SSC for any taxes paid by USA-SSC on behalf of Purchaser.

1.2 Delivery of Equipment. All stated delivery dates are approximate and are based upon prompt receipt by USA-SSC of all necessary shipping information from Purchaser. Purchaser shall bear the risk of loss of the Equipment during all shipments and shall be responsible for all shipping and transportation costs and insurance related thereto.

2. PAYMENT. Payment in full is due prior to shipment by USA-SSC. All invoiced amounts shall be deemed correct and accepted by Purchaser unless contested by Purchaser in writing within thirty (30) days from the date of invoice.

3. ACCEPTANCE OF EQUIPMENT. Purchaser shall inspect all Equipment immediately upon receipt. If the Purchaser fails to deliver to USA-SSC within ten (10) calendar days from the date of delivery of the Equipment a written claim alleging the Equipment does not conform to the description of the Equipment or alleging a breach of the Exclusive Limited Warranty has occurred, then Purchaser will be deemed to have accepted the Equipment. By such acceptance, Purchaser will be deemed to have acknowledged that USA-SSC’s performance has fully satisfied all terms and conditions of these Terms including, without limitation, the manufacture, assembly and sale of the Equipment in accordance with the description of the Equipment.

4. DELIVERY SCHEDULE AND EXCUSABLE DELAY.

4.1 Delivery Schedule. USA-SSC will establish a delivery schedule (“Delivery Schedule”) for delivery of each order for Equipment and will use commercially reasonable efforts to abide by such Delivery Schedule.

4.2 Excusable Delay. USA-SSC will not be responsible for delays due to a state of war, riot, civil unrest, fire, strike, actions of governmental authorities, Acts of God, or any other circumstances or conditions beyond the reasonable control of USA-SSC. In addition, USA-SSC shall not be responsible for delays caused by manufacturers, other outside suppliers, shortages of supplies or materials, or labor disputes. All such delays shall be deemed excusable delays, and the Delivery Schedule shall be extended by an amount of days 2 equal to any such excusable delay.

5. RETURNS. Returns will be accepted within 30 days of the purchase date for full purchase price credit, less shipping expenses. Returns received after the 30 day period, but prior to 60 days from the purchase date, will be processed as a credit, less a 20% restocking fee. Returns are completed via a Return Merchandise Authorization (“RMA”) Request. RMA numbers are valid for a period of 14 days from the date of issuance via the USA-SSC.com RMA portal. No returns will be accepted without the assigned RMA number displayed clearly on the package. Returned Equipment must be in original packaging, in factory condition and include all original packaging and accessories. If there are any indications that any Equipment was used or damaged by the Purchaser or End User, the return of such Equipment may be cancelled at the discretion of USA-SSC. It is recommended that Purchaser send products prepaid and insured. Customer Credits will be issued immediately upon verification that the returned Equipment is in factory condition. In the event the original Equipment is discontinued or cannot be obtained in a timely manner for repair or replacement, USA-SSC reserves the right to substitute Equipment with new or refurbished Equipment of equal value. USA-SSC does not provide advanced replacements (cross-shipments) for any Equipment.

6. EXCLUSIVE LIMITED WARRANTY. USA SSC warrants that the Equipment will conform to the description on the [face of the Purchase Order] 1 USA SSC’s website and will be free from defects in material and workmanship under the intended use of the Equipment. If a defect in material or workmanship is identified during the warranty period, USA SSC will repair or replace the defective Equipment. USA SSC's sole and exclusive liability and Purchaser's and any End User’s exclusive remedy with respect to Equipment proved to USA SSC's satisfaction to be defective or nonconforming shall be replacement of such Equipment without charge or refund of the purchase price, in USA SSC's sole discretion, upon the return of such Equipment in accordance with USA SSC's instructions. USA SSC SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE EQUIPMENT, WHETHER ARISING IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF USA SSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF REVENUE OR PROFITS, LOSS OF EQUIPMENT OF PURCHASER OR ANY END USER OR ANY LIABILITY OF PURCHASER OR END USER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY USA SSC'S GROSS NEGLIGENCE. 1 Since it is unlikely that there will be a purchase order for each unit of Equipment sold, we may need USA SSC to come up with another place where the Equipment is described.

7. DURATION OF EXCLUSIVE WARRANTY. The Exclusive Limited Warranty set forth above is valid and effective for one year (12 months) from the date of delivery of the Equipment to Purchaser. Any alleged Equipment defects in material or workmanship that are identified more than one year (12 months) after the date of delivery are not covered by this Exclusive Limited Warranty. USA SSC's warranties shall not be effective if USA SSC has determined, in its sole discretion, that Purchaser or any End User has misused the Equipment in any manner, has failed to install and use the Equipment in accordance with industry standards and practices, or has failed to use the Equipment in accordance with the instructions, if any, furnished by USA SSC.

8. VOIDING OF WARRANTY. The Exclusive Limited Warranty does not cover damage to Equipment caused directly or indirectly by improper installation of security cameras, lightning strikes, power surges, vandalism, product modifications, abuse or misuse, including failure to provide reasonable and necessary maintenance, intentional or accidental damage to the Equipment resulting from the application of the wrong voltage to the system, reverse polarity or power surges. Any removal of product tags or serial numbers will result in voiding the warranty.

9. USA SSC IS NOT AN INSURER. USA SSC is not an insurer. It is recommended that the End User or owner of the property or premises to be protected by the use of the Equipment obtain insurance in amounts and with appropriate coverage for such End User. The sales price for the Equipment is based upon the limited liability USA SSC assumes with respect to the Equipment and is unrelated to the value of a Purchaser or any End User’s property or the property of others located in a Purchaser or End User’s premises. In the event of any loss or injury to any persons or property other than a loss covered by the Exclusive Limited Warranty, each of Purchaser and any End User agree to look exclusively to its insurer to recover damages. Each of the Purchaser and any End User waives all subrogation and other rights of recovery against USA SSC that any insurer or other person may have as a result of paying any claim for loss or injury to any other person.

10. EXCLUSIVE WARRANTY. THIS WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND USA SSC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

11. HOLD HARMLESS. Purchaser agrees to indemnify and hold harmless USA SSC, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that USA SSC may sustain or incur as a result of any claim against USA SSC based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Purchaser, its officers, agents, employees, successors or assigns, by Purchaser's Purchasers, by End Users, or by other third parties, arising out of, directly or indirectly, the use of USA SSC's Equipment, or 4 by reason of Purchaser's failure to perform any obligations with respect to the Equipment. Purchaser shall notify USA SSC in writing within fifteen (15) days of Purchaser's receipt of knowledge of any accident, or incident involving USA SSC's Equipment which results in personal injury or damage to property, and Purchaser shall fully cooperate with USA SSC in the investigation and determination of the cause of such accident and shall make available to USA SSC all statements, reports and tests made by Purchaser or made available to Purchaser by others. The furnishing of such information to USA SSC and any investigation by USA SSC of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by USA SSC.

12. OTHER PARTY'S LIMITATION. If Purchaser purchased USA SSC’S equipment through another business or person or from USA SSC through a referral from another business or person, Purchaser agrees and acknowledges that such other business or person acted solely as an independent contractor. Such business or person did not and shall not be deemed to have had any authority to create any obligation or liability on behalf of USA SSC to Purchaser with respect to the Equipment and was not authorized by USA SSC to make any warranty with respect to the Equipment other than set forth herein. Purchaser agrees that the liability of such other business or person is, in any event, limited in accordance with the provisions of this agreement. Purchaser agrees that such business or person and its assignees, agents, employees, subsidiaries, affiliates and parent companies may invoke all of USA SSC’S rights under these paragraphs.

13. TECHNICAL ASSISTANCE. At Purchaser's request, USA SSC may, at USA SSC's discretion, furnish technical assistance and information with respect to the Equipment. USA SSC MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY USA SSC OR USA SSC'S PERSONNEL. ANY SUGGESTIONS BY USA SSC REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE EQUIPMENT SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY OR A WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF USA SSC.
14. THIRD PARTY INSTALLATIONS. USA SSC makes no warranty or representation that the Equipment will function properly after its installation by Purchaser or any other third party.

15. ENTIRE CONTRACT. This contract constitutes the entire contract. The terms and conditions of this contract apply as printed without alteration or qualification, unless a change is approved in writing by USA SSC’S authorized representative. The terms and conditions of this contract shall govern even if purchaser submitted a purchase order or other document with inconsistent or additional terms and conditions.

16. GOVERNING LAW. All disputes as to the legality, interpretation, application, or performance of this contract or any of its terms and conditions shall be governed by the laws of the Commonwealth of Virginia including its conflict of laws principles. Each party agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in either the Federal District Court for the Eastern District of Virginia or in the Circuit Court for the County of Lancaster, Virginia. 23140804