Terms of Sale, Rentals and Services

Effective Date: January 1, 2023


These Terms of Sale, Rentals, and Service (“Terms”) are effective as of the date noted above. These Terms explain the terms and conditions under which Expert Mobile Communications, Ltd., and its affiliated and subsidiary companies (“Expert Mobile”) will provide the sale of equipment (“Sale Equipment”), rental of equipment (“Rental Equipment”) and/or installation and/or maintenance services (“Services”) to any customer ordering or receiving Equipment or Services (“Customer”).

Section 1 - Scope and Rates

Scopes of work (“SOW”) are as defined in a Expert Mobile quote. Rates are subject to change upon notice. When Expert Mobile ships Rental Equipment or Sale Equipment, the Customer is obligated to pay the shipping charges, including any express or expedited rates if expedited delivery is requested. Customer is obligated to pay any packing and shipping charges to return Rental Equipment. Cancelled orders for Sale or Rental are subject to a 20% restocking fee.

Section 2 - Agreement to Pay

Unless Expert Mobile has agreed to different payment terms or requires milestone payments or pre-payment, Customer is obligated to pay the rates listed on the Expert Mobile quote, without offset or deduction, within 30 days of the date of invoice. Unpaid invoices will incur late charges at the lower of 1 ½% per month or the maximum legal rate of interest until such overdue amounts (and interest accrued on such overdue amounts) are paid. Customer has the sole responsibility for and agrees to pay all taxes and license and similar fees payable at any time with respect to the Sale, Installation, Maintenance or Rental of Equipment. If Customer represents that any particular transaction is exempt from taxes, Customer is obligated to provide Expert Mobile with a current and accurate exemption certificate prior to product shipment or service delivery. If Customer’s exemption status changes, Customer is obligated to repay to Expert Mobile any tax it was required to pay on Customer’s account to any taxing authority. For Sale or Rental Equipment that is specially ordered for Customer, Customer may be required to make a deposit at the time of order. If the Equipment is sold on credit, Customer acknowledges that Expert Mobile retains a purchase money security interest in the Equipment. To secure Customer’s obligations under these Terms or any other agreement, Customer hereby grants to Expert Mobile a security interest in all the Equipment sold under these Terms, whether now owned or hereafter acquired, and all proceeds of such Equipment. Expert Mobile may file any financing statements and send any notices necessary or appropriate to perfect or protect such security interest. Customer agrees that Expert Mobile may file a construction lien or other lien in respect of amounts owed. Customer shall pay or reimburse on demand all costs, including attorneys’ fees and legal costs, incurred by Expert Mobile in the enforcement of its rights in connection with the Equipment or these Terms, including, without limitation, lien rights. All payment terms set forth in these Terms are subject to Expert Mobile approval of Customer’s credit, at Expert Mobile’s discretion; if such approval is withheld or the amount of Customer’s purchases exceeds such approval limit, payment will be due in advance of Expert Mobile delivering any Equipment. For large projects or large equipment purchases, Expert Mobile may require that Customer sign an agreement to pre-pay or pay for equipment and services on a milestone basis. If Customer expects Expert Mobile to maintain stock on Customer’s behalf, Expert Mobile may require Customer to sign a stocking agreement. Expert Mobile may suspend the delivery of any or all Equipment if Customer fails to pay any invoice when due. Unless prohibited by state law, Expert Mobile will assess a surcharge for credit card payments made by Customer.

Section 3 - Disclaimer of Warranties and Limitation of Liability

EXPERT MOBILE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF THE EQUIPMENT, SYSTEMS, OR SERVICES PROVIDED HEREUNDER, NOR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. For new Sale Equipment, Expert Mobile will extend any manufacturer’s warranty that is assignable. Used Equipment is sold as-is with all faults. Where Expert Mobile is asked to provide Customer with service for Equipment or systems Expert Mobile did not design, engineer, or install, Customer must provide Expert Mobile with complete “as built” documentation of the existing system. If Customer cannot provide the “as built” documentation, Customer will be charged for Expert Mobile’s engineering services to investigate the system to determine requirements. For any Equipment or System Expert Mobile did not design, engineer, or install, Expert Mobile cannot guarantee that the system is compliant with regulatory requirements or will function in the way Customer intends, and Expert Mobile specifically disclaims any liability for such compliance. Where Expert Mobile installs a system, Expert Mobile warrants that the system will perform in accordance with the specifications of the Expert Mobile quote in all material respects. Upon System Acceptance or Operational Use (whichever occurs first), this limited warranty expires. Expert Mobile’s liability in connection with any asserted defect with respect to the Equipment or Services shall be to repair or replace the Equipment or to reperform the Services. Expert Mobile is not liable for any outside RF interference that may cause disruptions or outages of Customer’s systems and services. Where telephone lines and equipment Customer owns are used in conjunction with Equipment Expert Mobile maintains, Expert Mobile disclaims liability for telephone lines and any equipment not owned by Expert Mobile or covered by Expert Mobile through a SOW. Expert Mobile does not warrant that the Equipment or Services are suited for Customer’s intended use, or that they are free from defects. Except as may be specifically set forth in these Terms, Expert Mobile disclaims all other warranties, expressed or implied, made in connection with this transaction. These warranty provisions cannot be modified orally or in writing, and they supersede any contrary representations or warranties, expressed or implied. IN NO EVENT WILL EXPERT MOBILE BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE OR CONNECTIVITY, OR OTHER INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATED TO EXPERT MOBILE’S OBLIGATIONS UNDER THESE TERMS.

Section 4 - Indemnity/Hold Harmless/Damages


Section 5 - Services Exclusions

Any services not specifically noted in a SOW are excluded. These exclusions are, by way of illustration but not limitation: service of any transmission line, antennas, tower or tower lighting, unless such work is described in the SOW; consumables and the installation of consumables; replacement of Equipment that has otherwise become defective, including, but not limited to, damage caused by accidents, physical or electrical abuse or misuse, acts of God, fires or other casualty and other non-covered repairs. Expert Mobile will bill at Expert Mobile’s then-current rates for any service call made in response to issues not covered by a SOW. If, in Expert Mobile’s reasonable opinion, the Equipment cannot be economically or properly repaired due to (for example but not limitation) excessive wear, deterioration or unavailability of parts, Expert Mobile will give Customer no less than 30 calendar days’ notice and will either remove the Equipment from a SOW or provide Customer with updated pricing to service the Equipment. Equipment that cannot be repaired at Customer’s location will be transported to the nearest Expert Mobile branch for repair at Customer’s expense.

Section 6 - Receipt and Risk of Loss

Expert Mobile will deliver the Equipment to the site designated by Customer (“Job Site”). Expert Mobile will endeavor to meet Customer’s expected schedule but cannot guarantee any specific time or date of delivery. For Rental Equipment, Customer agrees to not remove the Rental Equipment from the Job Site without Expert Mobile’s prior written consent. Customer is obligated to inspect any Equipment prior to accepting delivery, and to confirm that the Equipment is in good working order and is sufficient for the purpose for which Customer intends it to be used. For Sale and Rental Equipment, Customer accepts the risk of loss at the time of delivery. Expert Mobile retains title to Sale Equipment until the entire purchase price has been paid. Expert Mobile retains title to Rental Equipment throughout any rental period, and Customer agrees to keep the Rental Equipment free and clear of all liens and encumbrances during the rental period. Customer agrees that delivery occurs at the earliest of the following: (1) Customer’s physical receipt of the Equipment; (2) upon Expert Mobile’s transfer of the Equipment to a transportation agent for shipment. Customer agrees to provide an authorized individual at the delivery point to receive delivery of the Equipment. Upfitted Vehicles: For vehicles that were upfitted and ready for delivery to Customer (“Completed Vehicles”), Expert Mobile will provide 3 days free storage of the Completed Vehicle at a designated Expert Mobile branch. Starting on the third day, Expert Mobile will charge storage fees at the rate noted in the quote. Regardless of when Customer picks up the Completed Vehicle, Customer is obligated to provide insurance coverage on the Completed Vehicle which will include the value of Equipment that has been incorporated into it. During the storage period, Expert Mobile will take reasonable precautions to protect the Completed Vehicle, but Customer acknowledges that its insurance will cover any loss or damage to the Completed Vehicle and that it will remain obligated to pay Expert Mobile for the Equipment incorporated into it.

Section 7 - Rental Term

Rental of Equipment begins at the time noted in the Expert Mobile quote or in any other Expert Mobile Document related to the particular Rental Equipment. Expert Mobile may require a minimum Rental Term. If Customer wishes to retain the Rental Equipment beyond the original Rental Term, it is obligated to contact Expert Mobile and request a Rental Term extension, which Expert Mobile can accept or decline at its sole discretion. If Customer retains the Rental Equipment without prior approval, Expert Mobile reserves the right to charge for additional weeks at its discretion, or invoice Customer for the replacement value of the Rental Equipment it retained. Expert Mobile will not credit rental charges for Rental Equipment returned prior to the end of the Rental Term and may charge a cancellation charge of up to 80% of the remaining amount of the Rental Term.

Section 8 - Use and Return of Rental Equipment

Customer is obligated to ensure familiarity with the proper operation and use of each item of Rental Equipment and its acceptance of any Rental Equipment is its representation that it has the required familiarity. Expert Mobile will demonstrate the proper operation of Rental Equipment if that is included in the SOW. Customer will not use or allow anyone to use the Rental Equipment for an illegal purpose or in an illegal manner. Customer will not use or allow anyone to use the Rental Equipment without a license or permit, if such is required under any applicable law. Customer is obligated to keep Rental Equipment in good and efficient working order, condition and repair, reasonable wear and tear excepted. When returning Rental Equipment at the end of the Rental Term, Customer is obligated to ensure that the Rental Equipment is packed properly and in accordance with any shipping instructions. If the Rental Equipment is damaged in transit, Customer is liable for those damages up to the replacement value of the Rental Equipment damaged, destroyed, or lost. Customer will visually inspect the Rental Equipment regularly and immediately notify Expert Mobile when it needs repair or maintenance. Customer agrees that it will not make any alterations, additions, or improvements to the Rental Equipment, and that it will not remove any identification, warning or other labels that are affixed to the Rental Equipment. If the Rental Equipment is lost, stolen, destroyed or if the estimated cost of repair exceeds its book value, then Customer will be invoiced for the replacement cost of the Rental Equipment, as well as the rental fee for the damaged or lost Rental Equipment through the date of replacement. Customer acknowledges that the value of Expert Mobile’s damages is equal to the replacement cost, not the book value, of the damaged Rental Equipment, as well as the rental fees that could have been received had the Rental Equipment not been damaged, destroyed or lost. Customer is required to pay all invoiced fees. Customer is obligated to ensure that any Equipment that is covered under a SOW for Services is maintained in the proper environmental conditions.

Section 9 - Return Policy

Any Motorola Sale Equipment returned is subject to a 20% restocking fee. Return requests for Motorola Sale Equipment must be made within 30 days of invoice date for radio equipment, parts and accessories. Non-Motorola Sale Equipment may not be returnable. If any Equipment is inoperable upon delivery, Customer must notify Expert Mobile within 14 days of delivery to be eligible for credit or exchange; inoperable Equipment returned after 14 days will be processed as warranty repairs. Equipment returned must be new, unopened, unmodified and in the original packaging to receive full credit. Only equipment purchased from Expert Mobile is accepted for return. Customized or custom-made equipment, including by way of illustration, custom cabinets, tuned duplexers, computer equipment, software, BDAs and built-to-order repeaters, are not eligible for return. Materials that have been determined to be outside the return policy requirements will be returned to the Customer or disposed of at Customer’s expense. Cellular products, including boosters and cellular accessories are subject to the manufacturer’s terms.

Section 10 - Site Conditions

Customer is obligated to ensure that all Job Sites are safe, secure and comply with industry standards. Job Sites must have adequate physical space, temperature regulation and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment, and conditions; adequate telephone or other communication lines, all for the installation, use and maintenance of the system. Expert Mobile may, but is not required to, inspect the Job Site, and notify Customer of any apparent deficiencies in advance of performing work. If Expert Mobile determines that the Job Site conditions are materially different from the conditions anticipated in its quote, Expert Mobile will negotiate in good faith a change order with modified scope and pricing.

Section 11 - System Acceptance

Expert Mobile will give Customer no less than 10 calendar days’ notice of the acceptance testing date. After the successful completion of any acceptance test, Expert Mobile will provide Customer with a System Acceptance Certificate (“Acceptance Certificate”). If separate tests are required for individual subsystems or phases, separate Acceptance Certificates will be issued. If the system or subsystem fails within the first 5 days of receiving the System Acceptance Certification, Customer will have 10 calendar days in which to provide Expert Mobile with a written notice that includes sufficient information to allow Expert Mobile to evaluate Customer’s assessment. Minor omissions or variances that do not materially impair the system do not constitute a failure. If Customer does not provide Expert Mobile with a written notice within 15 calendar days, the system will be deemed accepted by Customer. Customer agrees that it will not begin operational use (“Operational Use”) until it receives an Acceptance Certificate. If Customer places the system into Operational Use prior to being issued an Acceptance Certificate, Customer voids any warranty as noted in these Terms and accepts responsibility for damages or loss arising out of this unauthorized Operational Use.

Section 12 - Sale or Rental of Third Party Software

Equipment may contain embedded software (“Embedded Software”) from the Equipment manufacturer. Expert Mobile offers Equipment containing Embedded Software strictly in compliance with applicable warranties, limitations and exclusions as published by the Equipment manufacturer. Under no circumstances will Expert Mobile be liable to Customer for additional and/or expanded liability than the Equipment manufacturer offers to Expert Mobile. Limitations, exclusions and warranty statements for any Embedded Software are available from the Equipment manufacturer. Customer acknowledges that Expert Mobile is not a software developer, and that any Embedded Software is offered “as is” without any warranties from Expert Mobile. Customer agrees to indemnify and defend Expert Mobile against any claims, including but not limited to claims related to property damage, loss, personal injury or death, brought by third parties arising from use of any Equipment containing Embedded Software.

Section 13 - Insurance Coverage

Where Expert Mobile is providing Rental Equipment to Customer, Customer agrees to maintain and carry, at its sole cost and expense, with insurers acceptable to Expert Mobile, adequate liability, physical damage, public liability, property damage and casualty insurance for the full replacement cost of the Equipment against all risks of loss and sufficient to cover its indemnity and liability obligations stated in these Terms. Upon Expert Mobile’s request, Customer agrees to supply a Certificate of Insurance (COI) clearly setting forth the coverage for the Equipment and naming Expert Mobile as loss payee and additional insured. Upfitted Vehicles: For vehicles being upfitted, Customer’s insurance must cover its vehicle against all risks of loss from the time Customer delivers the vehicle to Expert Mobile until the Completed Vehicle is delivered to Customer. Customer’s insurance must include the value of the equipment installed into the Completed Vehicle. The amount and type of insurance on Customer’s vehicle does not limit its obligation to pay Expert Mobile for the full value of Expert Mobile’s services and equipment.

Section 14 - Default

Customer will be in default with respect to its obligations under these Terms upon the occurrence of any of the following (“Default”): (a) failure to make any payment when due; (b) any insurance coverage required to obtained and maintained by Customer lapses, expires or is cancelled; (c) any representation or warranty Customer made in these Terms or other order for Equipment or Services is false or misleading in any material respect; (d) Customer remains in breach of any obligation under these Terms for 10 or more days after receiving notice of such breach from Expert Mobile; (e) Customer breaches any other agreement between the parties; (f) Customer becomes insolvent, is liquidated or dissolved, amalgamated, merges, transfers substantially all its stock or assets, ceases or threatens to cease doing business, or assigns rights or property for the benefit of creditors; or (g) a petition is filed by or against Customer under any bankruptcy or insolvency law. Upon the occurrence of a Default event, Expert Mobile may do any and/or all of the following: (i) terminate any transaction pending between the two parties; (ii) declare any amounts owed immediately due and payable and commence legal action; (iii) retake possession of any Sale Equipment for which Expert Mobile has not received full payment; (iv) retake possession of any Rental Equipment, holding Customer liable for all rent and other charges; and/or (v) pursue any other remedies available by law.

Section 15 - Repossession of Equipment

In the event of any actual or anticipatory violation of or default in any of the material terms and conditions of these Terms by Customer, Expert Mobile may terminate these Terms and, without notice or legal process, enter onto Customer’s premises and take all action reasonably necessary to repossess any Sale Equipment for which Expert Mobile has not received full payment, and/or any Rental Equipment. Customer waives all claims for damages and losses, pecuniary and non-pecuniary, caused by Expert Mobile’s repossession action, and shall pay all costs and expenses incurred by Expert Mobile in retaking the Equipment.

Section 16 - Confidentiality

Confidential or proprietary information disclosed by Expert Mobile or on Expert Mobile’s behalf, either orally or in writing (“Confidential Information”) may include the following types of information and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries, models, documentation, diagrams, flow charts, research, development, processes, procedures, know-how, marketing techniques and materials, marketing plans, timetables, strategies and development plans (including prospective trade names or trademarks), customer names and other information related to customers, employee information, pricing policies and financial information. Confidential Information does not include information that is now generally known in the industry, is independently developed by Customer without reference to information provided by Expert Mobile, or which Customer lawfully obtains from a third party. Customer agrees not to use any of the Confidential Information for any purpose at any time other than in connection with this Agreement. Customer agrees to protect Confidential Information using at least as much care it uses to protect its own confidential or proprietary information. Customer acknowledges that the confidentiality provisions of these Terms are necessary and reasonable to protect Expert Mobile’s Confidential Information, and that the loss or disclosure of it will cause Expert Mobile irreparable harm for which Expert Mobile will have no adequate remedy at law. Therefore, in addition to any other rights and remedies, Expert Mobile is entitled to seek injunctive or such other equitable relief as necessary to prevent or mitigate a breach of the confidentiality obligations of this Agreement.

Section 17 - Non-Solicitation

During the term of this Agreement and for 1 year after any termination, Customer agrees not to actively solicit for employment any of Expert Mobile’s personnel who had a direct involvement in developing systems, selling, renting, installing, or servicing Equipment, without Expert Mobile’s express written consent.

Section 18 - Use of Subcontractors

Customer agrees that Expert Mobile may use subcontractors to perform any Services hereunder. Notwithstanding the use of any subcontractors, Expert Mobile remains responsible for the proper provision of Services and/or Equipment.

Section 19 - Non-Discrimination

Both parties agree to abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that parties take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

Section 20 - Change Orders

Either party may determine that a change order is required, which may impact the scope of work and any rates charged. For change orders accepted by Expert Mobile, Customer agrees to pay the prices quoted by Expert Mobile. If Customer authorizes Expert Mobile to make changes, Customer is obligated to pay Expert Mobile’s quoted change order price, irrespective of whether Customer signed a written change order.

Section 21 - Licenses and Permits; Compliance With Laws

Although Expert Mobile may assist in preparation of the Federal Communications Commission ("FCC") license applications, Customer is solely responsible for obtaining any licenses or other authorizations required by the FCC or any other Federal, State or Local Governmental agency. Customer agrees that it is solely responsible for complying with applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied or followed by any governmental entity including, but not limited to, the Communications Act of 1934, as amended, Title 47 of the Code of Federal Regulations, as amended from time to time, and the written decisions, policies, reports, and orders of the FCC issued pursuant to such regulations and the applicable rules and regulations of any other Federal, State or Local governmental agency. Neither Expert Mobile nor any Expert Mobile employee is an agent of Customer with respect to FCC or other governmental matters. Customer will provide all construction and building permits, zoning variances, licenses and any other approvals that are necessary for Expert Mobile to work on the Job Site. Customer certifies that neither it, nor any person who directly or indirectly owns or controls it, is identified as subject to economic sanctions by the United States, United Nations, European Union, or United Kingdom (collectively referred to as a “Sanctioned Person”). Customer agrees that it will not resell, export, or otherwise transfer Equipment to any (a) Sanctioned Person, (b) location subject to economic sanctions including but not limited to Cuba, Iran, North Korea, Syria, or the Crimea Region of Ukraine, and/or (c) location that would require a license issued by the U.S. government.

Section 22 - Privacy Policy

Expert Mobile treats Customer’s data with respect and sensitivity and will do so in accordance with Expert Mobile’s privacy policy, which can be accessed at https://www.expertmobile.ca/privacy

Section 23 - Other Provisions

Each provision of these Terms is severable. If a court should find any provision of these Terms to be unenforceable, all other provisions shall remain in full force and effect. Customer acknowledges that it has read and agrees that the provisions of these Terms are commercially reasonable. Expert Mobile’s failure to insist upon strict performance of any one provision of these Terms shall not be construed as a continuing waiver of that provision or any other provision. Customer agrees that it must commence any action that may arise under these Terms within 1 year of the date on which the loss, damage or other legal basis for a claim occurs. Except for Customer’s obligation to pay for services rendered or equipment ordered, neither party is responsible for failure to perform its obligations if it is prevented or delayed in performing them by an event of force majeure, which is defined as an event or circumstance which is beyond the control and without the fault or negligence of the party affected, and which by the exercise of reasonable diligence was unable to be avoided or prevented. Examples of such events of force majeure include severe weather, pandemics, global supply chain interruptions or delay, or unanticipated cost increases implemented by Expert Mobile’s suppliers. Unless otherwise specifically agreed to by Expert Mobile in writing, Expert Mobile may terminate for convenience and without cause, any agreement to sell, rent or provide service with 30 days advance written notice to Customer.

Section 24 - Electronic Signatures

Customer agrees to conduct business electronically. Customer acknowledges that a Job Site representative or other representative of its company will be electronically acknowledging receipt of Equipment or Services and may electronically sign an Acceptance Certificate. Customer acknowledges that its electronic signature has the same validity and meaning as a handwritten signature.

Section 25 - Entire Agreement

Expert Mobile offers to sell the Equipment and/or Services described in the accompanying quote, bid, proposal, order acknowledgment, invoice or other document provided by Expert Mobile to Customer with these Terms (the “Expert Mobile Document”). Acceptance of any offer made by Customer is expressly conditioned upon its agreement to these Terms. Excepting any transactions where Customer and Expert Mobile have entered into a fully executed separate negotiated agreement in advance of any order being accepted by Expert Mobile, these terms control and supersede any terms contained in any request for proposal, purchase order, acknowledgement or other communication previously or hereafter provided by Customer to Expert Mobile. No additional or different or conditional Terms by the Customer will be of any force or effect. Expert Mobile offers the Equipment and/or Services at the rates quoted based on these terms and conditions; and any other document Customer may provide to Expert Mobile, including its purchase order or other document, will not apply to this transaction. This is true regardless of whether Customer’s purchase order or other document contains language that attempts to supersede or cancel these Terms. By accepting delivery of Expert Mobile’s Equipment or allowing Expert Mobile’s Services to commence, Customer has accepted these Terms. These Terms, together with the consistent terms provided by Expert Mobile in the Expert Mobile Document, shall be referred to herein as the “Agreement” and will be the entire agreement between Expert Mobile and Customer on the subject of the transaction described in these Terms and in the Expert Mobile Document. The Agreement supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever; there are no conditions to the Agreement that are not so contained or incorporated.