Mobile Security & Surveillance Systems (MS3)

Effective Date: March 2025 | vms3.odoo.com | +1 216-256-1053

These Standard Terms and Conditions of Sale (Agreement) govern all sales of products and services by

Mobile Security & Surveillance System (MS3) to the purchaser (Client). By submitting a purchase order or

written acceptance of an MS3 estimate or proposal, the Client agrees to be bound by this Agreement in its

entirety. These terms supersede any prior communications, representations, or agreements, whether oral or

written, between the parties with respect to the subject matter hereof.

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​​2.1. Estimates. All estimates and proposals issued by MS3 are valid for thirty (30) calendar days from the

​ ​date of issuance unless otherwise stated. MS3 reserves the right to withdraw or modify any estimate prior

​ ​to written acceptance by the Client.

​​2.2. Order Confirmation. An Order shall be deemed accepted only upon MS3's written confirmation or

​ ​commencement of performance. MS3 may decline any Order at its sole discretion without liability.

​2.3. Scope Changes. Any requested modification to an accepted Order must be submitted in writing. MS3

​ ​will provide a written change order reflecting any adjustment to scope, pricing, or delivery schedule. Work

​ ​on changes shall not commence until the change order is executed by both parties.

​ ​

3.1. Invoicing. MS3 shall issue invoices upon delivery of products or completion of services, or at such

​ ​other intervals as specified in the applicable Order. All invoiced amounts are stated in U.S. Dollars.

3.2. Payment Terms. Unless otherwise specified on the invoice or Order, payment in full is due within

​ ​twenty-one (21) calendar days of the invoice date (Due Date). Time is of the essence with respect to

​ ​payment obligations.

3.3. Late Payment. Invoices not paid by the Due Date shall accrue interest at the rate of one and one-half

​ ​percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower,

​ ​calculated from the Due Date until the date of actual payment. MS3 reserves the right to suspend

​ ​performance of any pending or ongoing services, without further notice and without liability to the Client, if

​ ​any payment is more than ten (10) calendar days past due.

3.4. Collection Costs. If any invoice remains unpaid for more than sixty (60) calendar days after the Due

​ ​Date, MS3 may refer the matter to a third-party collection agency or retain legal counsel. The Client shall

​ ​be responsible for all reasonable costs of collection, including attorneys' fees and court costs, to the

​ ​extent permitted by applicable law.

3.5. Taxes and Withholding. All amounts due to MS3 are exclusive of applicable federal, state, and local

​ ​taxes, duties, levies, and withholding obligations (collectively, Taxes). The Client is solely responsible

​ ​for all Taxes imposed on or arising from any transaction under this Agreement. If the Client is required by

​ ​law to withhold any Taxes from amounts payable to MS3, the Client shall gross up such payments so that

​ ​MS3 receives the full invoiced amount net of any such withholding. MS3 shall not be responsible for any

​ ​Taxes arising under the laws of the Client's jurisdiction.

4.1. Delivery. MS3 will use commercially reasonable efforts to deliver products and complete services within

​ ​the timeframes set forth in the applicable Order. All stated delivery dates are estimates only. MS3 shall

​ ​not be liable for any delays caused by circumstances beyond its reasonable control, including but not

​ ​limited to acts of God, labor disputes, supply chain disruptions, governmental actions, or other force

​ ​majeure events.

4.2. Risk of Loss. Unless otherwise agreed in writing, risk of loss or damage to products shall pass to the

​ ​Client upon delivery to the designated delivery location or upon transfer to a carrier, whichever occurs

​ ​first.

4.3. Inspection and Acceptance. The Client shall inspect all delivered products within five (5) business

​ ​days of receipt and notify MS3 in writing of any visible defect, damage, or shortage. Failure to provide

​ ​timely written notice shall constitute acceptance of the products as delivered.

​ ​

5.1. Limited Warranty. MS3 warrants that, at the time of delivery, (a) products will be free from material

​ ​defects in materials and workmanship under normal use and conditions, and (b) services will be

​ ​performed in a professional and workmanlike manner consistent with industry standards. This warranty

​ ​applies for a period of ninety (90) days following delivery or completion of services, unless a different

​ ​warranty period is specified in the applicable Order.

5.2. Exclusions. The foregoing warranty does not apply to: (a) damage caused by misuse, neglect,

​ ​accident, unauthorized modification, or failure to follow MS3's instructions; (b) normal wear and tear; (c)

​ ​products not installed or maintained in accordance with MS3's specifications; or (d) defects caused by

​ ​third-party equipment, software, or services.

5.3. Warranty Remedy. As the Client's exclusive remedy for a valid warranty claim, MS3 shall, at its sole

​ ​election, repair or replace the defective product or re-perform the nonconforming service. If MS3

​ ​determines that repair, replacement, or re-performance is not commercially practicable, MS3 may issue a

​ ​credit or refund for the affected portion of the Order.

5.4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, MS3 MAKES NO

​ ​WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF

​ ​MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MS3

​ ​DOES NOT WARRANT THAT PRODUCTS OR SERVICES WILL OPERATE WITHOUT

​ ​INTERRUPTION OR ERROR.

6.1. Consequential Damages. IN NO EVENT SHALL MS3 BE LIABLE TO THE CLIENT OR ANY THIRD

​ ​PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR

​ ​PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR COST

​ ​OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS 

​ ​AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT

​ ​LIABILITY, OR ANY OTHER THEORY, EVEN IF MS3 HAS BEEN ADVISED OF THE POSSIBILITY OF

​ ​SUCH DAMAGES.

6.2. Aggregate Cap. MS3's total aggregate liability to the Client for any and all claims arising under or in

​ ​connection with any Order shall not exceed the total amount paid by the Client to MS3 under that specific

​ ​Order during the twelve (12) month period immediately preceding the event giving rise to the claim.

6.3. Third-Party Claims. MS3 shall not be required to indemnify, defend, or hold harmless the Client in

​ ​connection with any third-party claim, action, or proceeding, including any claim brought by an end

​ ​consumer of the Client's products or services. The Client shall defend and indemnify MS3 against any

​ ​such third-party claims arising from the Client's use, resale, or deployment of MS3 products or services.

7.1. Ownership. All intellectual property rights in and to MS3's products, designs, software, documentation,

​ ​and services, including all improvements and derivative works thereof, shall remain the exclusive property

​ ​of MS3 or its licensors. Nothing in this Agreement transfers any ownership interest in MS3's intellectual

​ ​property to the Client.

7.2. License. Subject to the Client's full and timely payment of all amounts due, MS3 grants the Client a

​ ​limited, non-exclusive, non-transferable license to use any software or documentation provided by MS3

​ ​solely in connection with the products and services purchased under this Agreement.

​ ​Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary

​ ​information of the other party (Confidential Information). Each party agrees to: (a) hold the other party's

​ ​Confidential Information in strict confidence; (b) use Confidential Information solely for the purposes of

​ ​performing its obligations or exercising its rights under this Agreement; and (c) not disclose Confidential

​ ​Information to any third party without the disclosing party's prior written consent. These obligations do not

​ ​apply to information that is or becomes publicly available through no breach of this Agreement, is

​ ​independently developed by the receiving party, or is required to be disclosed by law or court order, provided

​ ​that the receiving party gives prompt written notice to the disclosing party.

9.1. Notice of Claims. Any claim by the Client arising from the delivery of products or performance of

​ ​services must be submitted to MS3 in writing within eight (8) business days of delivery or completion.

​ ​Claims submitted after this period shall be deemed waived and released. Written notice must be sent by

​ ​certified mail or nationally recognized overnight courier to MS3's registered office, or via email to

​ ​admin@vms3.com with confirmed delivery.

9.2. Informal Resolution. Before initiating formal legal proceedings, the parties agree to attempt in good

​ ​faith to resolve any dispute through negotiation between senior representatives of both parties for a

​ ​period of thirty (30) calendar days following written notice of the dispute.

​9.3. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with

​ ​the laws of the State of Ohio, without regard to its conflict of laws principles. Any legal action or

​ ​proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal

​ ​courts located in Cuyahoga County, Ohio, and the parties irrevocably consent to personal jurisdiction and

​ ​venue in such courts.

10.1. Entire Agreement. This Agreement, together with any applicable Order, constitutes the entire

​ ​agreement between the parties with respect to its subject matter and supersedes all prior agreements,

​ ​understandings, and negotiations.

10.2. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the

​ ​remaining provisions shall continue in full force and effect.

10.3. Waiver. Failure by either party to enforce any right or provision of this Agreement shall not constitute a

​ ​waiver of such right or provision in any subsequent instance.

10.4. Assignment. The Client may not assign or transfer any rights or obligations under this Agreement

​ ​without MS3's prior written consent. MS3 may assign this Agreement, in whole or in part, without

​ ​restriction.

10.5. Notices. All formal notices under this Agreement shall be provided in writing and delivered by certified

​ ​mail, overnight courier, or email with confirmed receipt to the addresses set forth in the applicable Order

​ ​or as otherwise notified in writing.

10.6. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this

​ ​Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God,

​ ​war, terrorism, governmental action, pandemic, labor disputes, or supply chain disruptions, provided that

​ ​the affected party gives prompt written notice and uses commercially reasonable efforts to resume

​ ​performance as soon as practicable.

By placing an Order with MS3, the Client acknowledges that it has read, understood, and agrees to be bound

by these Standard Terms and Conditions of Sale. These terms are also available at vms3.odoo.com.

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