BSIS, Inc. Terms & Conditions

The sale of any goods and/or services ordered by the Customer is expressly conditioned upon the terms and conditions contained or referred to herein. Terms and conditions unless specifically agreed to in writing in a document separate from the acknowledgment copy. Authorization by the Customer, whether written or oral, to furnish goods and services will constitute acceptance of these terms and conditions.

1. Warranty

a. BSIS warrants to the Customer that goods and services sold will be free from defects in material, workmanship and title and will conform to any mutually agreed upon specifications. If any failure to meet this warranty appears within one year from the date of shipment of the goods or 90 days from completion of installation services, on the condition that BSIS be promptly notified in writing, BSIS will correct any such failure by performing any defective portion of the services furnished and supplying conforming goods. If the contract covers installation or repair, BSIS will correct the failure by performing any defective service, and either repairing or replacing (at its option) any defective goods furnished and any damaged equipment upon which the service was performed resulting from defective service. If reperformance is not practicable, BSIS will furnish without charge services in an amount essentially equal to those which, in BSIS’s sole judgment, would have been required for re-performance.

b. The preceding paragraph a. sets for the exclusive remedy for all claims based on failure of, defect in, goods or services sold hereunder, whether the failure or defect arises before or during the warranty period, and whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. The foregoing warranty is exclusive and is in lieu of all other warranties whether written, oral, implied or statutory.

AS TO ALL GOODS SOLD, NO IMPLIED STATUTORY WARRANTEE OF MECHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.

2. Excusable Delays

a. BSIS shall not be liable for delay due to: (1) causes beyond its reasonable control, or (2) acts of God, acts of the Customer, prerequisite work by others, acts of civil or military authority, government priorities, fires, strikes or other labor disturbances, floods, epidemics, war, riot, delays in transportation or car shortages, or (3) inability to obtain or delay in obtaining due to causes beyond its reasonable control, suitable labor, material or facilities. In the event of any such delay, the time of performance shall be extended for a period equal to the time lost by reason of the delay.

b. In the event BSIS is delayed by acts of the Customer or by prerequisite work by other contractors or suppliers of the Customer, BSIS shall be entitled to an equitable price adjustment in addition to extension of the time of performance. 

3. Payments and Financial condition

a. Payment shall be made in 30 days following receipt of invoice subject to the approval by BSIS’s authorized representative. All payments shall be made without setoff for claims arising out of other sales by BSIS, warrantee claims or retention. The customer agrees to pay all attorney’s fees, court costs, collection agency fees or any other costs incurred by BSIS resulting from a failure to pay within 30 days.

b. If the financial condition of the Customer at any time does not justify continued performance on the terms of payment previously agreed upon, BSIS may require full or partial payment in advance, require a letter of credit from a bank acceptable to BSIS, require third party guarantee of payment, or shall be entitled to terminate the contract and receive termination charges. In the event of bankruptcy or insolvency of the Customer or in the event any proceeding is brought against the Customer, voluntarily or involuntarily, under the bankruptcy or any insolvency laws, BSIS shall be entitles to terminate the contract at any time during the period allowed for filing claims against the estate and shall be entitled to payment for its termination charges.

c. Unless otherwise notified, any goods and services purchased from BSIS is purchased for resale, and no retail sales tax, goods and services tax, value added tax or other similar taxes are applicable. In the event that such tax is applicable, BSIS shall be notified in writing at the time of purchase. Unless notified, the Customer shall be liable for payment of any such tax including penalties and interest and shall indemnify, protect, defend and save BSIS harmless from all suits, claims, and judgements, costs or expenses incurred as a result of failure to pay such tax in a timely manner. 

4. Changes, Deletions and Extra Work

The Customer may make changes by altering, adding to or deducting from the general scope of the agreed upon work, the pricing of such work being adjusted accordingly, and in a manner acceptable to BSIS. All such work shall be executed under the terms and conditions contained or referred to herein.

 5. Limitations of Liability

a. BSIS’s liability on all claims of any kind, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, for all losses or damages arising out of, connected with, or resulting from the contract, or from the performance of breach thereof, or from any goods or services covered by or furnished under the contract or any extension or expansion thereof (including remedial warranty efforts), shall in no case exceed the greater or either (1) $5,000.00 or (2) the contract price of a lump sum contract or the price of work completed if the contract is being performed on a cost-type basis. Except as to title of any goods furnished, all such liability shall terminate upon the expiration of the warranty period specified in the article entitled “Warranty”.

b. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall BSIS, its employees and suppliers be liable for special, incidental, exemplary or consequential damages including, but not limited to, loss of profits or revenue, loss of use of any property, cost of capital, cost of purchased power, cost of substitute equipment, facilities or services, downtime costs, or claims from the Customer’s customers. If the goods or services provided by BSIS will be furnished by the Customer to a third party by contract or related to a contract between the Customer and a third party, the Customer shall obtain from such third party a provision affording BSIS and its suppliers the protection of this and the preceding paragraph 5.a.

c. In no event shall BSIS be liable for any loss or damage whatsoever arising from its failure to discover or repair latent defects or defects inherent in the design of goods serviced (unless such discovery or repair is normally discoverable by tests expressly specified in the scope of work under this contract) or caused by the use of goods by the Customer against the advice of BSIS. If BSIS furnishes the Customer with advice or assistance concerning any products or systems which is not required pursuant to the contract, the furnishing of such advice or assistance will not subject BSIS to any liability whether in contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. 

6. Special Condition

For engineering work, BSIS does not warrant the accuracy of, or the performance results of, any conclusions or recommendations provided, nor that any desired objective will result from the service rendered.

 7. Complete Agreement

The sale of any goods and/or services ordered by the Customer is expressly conditioned upon the terms and conditions contained or referred to herein. No modification, amendment, revision, waiver or other change will be binding on BSIS unless assented in writing by BSIS’s authorized representative. Any oral or written representation, warranty, course of dealing or trade usage not contained or referenced herein will not be binding on BSIS. Signature on acknowledgment copies of purchase orders does not represent agreement to differing terms and conditions unless specifically agreed to in writing in a document separate from the acknowledgment copy. The invalidity, in whole or part, of any of the foregoing articles or paragraphs of the contract will not affect the remainder of such article or paragraph or any other article or paragraph of the contract.

8. Cancellation Fees

Any cancellations will be subject to a cancellation fee depending on the status of the project. If drawings were sent to the customer, a cancellation fee of $1,000.00 will apply. If material was manufactured, the full cost and expenses of making those materials will be charged to the customer.

9. Acceptance

The customer must notify BSIS, Inc. in writing, within 30 days of installation completion, of any defects, issues, non-compliance, or dissatisfaction of any materials or workmanship. Completion refers to any and all materials installed or services performed during any time period, not just total contract completion. After 30 days of delivery, completion or demobilization of BSIS manpower, it will be assumed the services and materials provided are satisfactory and BSIS shall have no further responsibility or liability for any modifications that may be required for customer approval.