EXHIBIT 10.28
ORIGINAL EQUIPMENT AND INDEPENDENT DISTRIBUTION LICENSE AGREEMENT
This Original Equipment and Independent Distribution License Agreement
("Agreement") is made as of July 12, 2002, by and between Rytec Corporation,
with its principal offices at Xxx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxx 00000-0000
hereinafter "Rytec" and, SmartGate, L.C., a manufacturer of certain safety
technology, organized and existing under the laws of Florida, hereinafter
"SmartGate."
RECITALS
A. SmartGate is engaged in the business of marketing certain
safety sensing technology products and desires that the sale and use of such
products be actively and diligently promoted in the high speed industrial door
industry as further defined in Exhibit "A" ("the Industry") and associated
aftermarket products for the Industry.
B. Rytec desires to actively and diligently promote the sale and
use of such equipment in the Industry.
COVENANTS
In consideration of their mutual covenants and agreements contained
herein, and the mutual benefits to be derived herefrom, the parties, intending
to be legally bound, hereby covenant and agree as follows:
ARTICLE 01: DEFINITIONS
01.1 AGREEMENT. The term "Agreement" when used herein means this
document and any annex, exhibit, attachment, schedule, addendum or modification
hereto, unless the context otherwise indicates.
01.2 PRODUCT. The term "Product(s)" when used herein means the
safety sensing products of SmartGate, and any improvements thereto, more
specifically identified on Exhibit "B".
01.3 CONFIDENTIAL INFORMATION. The term "Confidential Information"
when used herein means and includes all know-how, designs, drawings,
specifications, diagrams and all other confidential information relating to the
design or manufacture of the Products, as well as customer lists, business
plans, sales and marketing strategies, product research and development data,
cost data, pricing information and any other confidential information, whether
or not reduced to writing, relating to the business of SmartGate or Rytec which
may be divulged by each to the other in the course of its performance of this
Agreement and which is not generally known in the trade.
01.4 TERRITORY. The term "Territory" when used herein means North
America, Central America and South America.
ARTICLE 02: APPOINTMENT AND SCOPE
02.1 APPOINTMENT. Subject to the terms and conditions and for the
term of this Agreement, SmartGate hereby: (i) appoints Rytec as the exclusive
manufacturer permitted to incorporate the Products into new high speed
industrial doors manufactured for sale within the Territory ("Exclusive
Manufacturer"); and (ii) appoints Rytec as the exclusive independent
distributor for SmartGate Products for retrofit sales and use for installed
high speed industrial doors with the appointment being expressly limited to the
Territory ("Exclusive Distributor").
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Rytec hereby accepts the appointments under subsection (i) and (ii) above and
agrees to devote such time and attention to the performance of such duties as
may be reasonably necessary.
02.2 LICENSE FEE. In consideration of its appointment under
subparagraph 02.1(i) and (ii) hereinabove, Rytec agrees to pay SmartGate the
sum of $300,000, which shall be paid upon the execution of this Agreement (the
"License Fee"). The License Fee stated in this Paragraph 02.2 shall be applied
to the purchase of Products under either 02.1(i) and (ii) at the rate of $100
per Product Unit for Units purchased) by Rytec for the initial 3,000 Units so
purchased.
ARTICLE 03: TERMS AND CONDITIONS OF SALE
03.1 PURCHASE ORDERS. All orders for Products shall be evidenced
by Rytec's purchase orders and shall be subject to SmartGate's terms and
conditions of sale, a copy of which is annexed hereto as Exhibit "C". By
placing each order hereunder. Rytec confirms its agreement with and acceptance
of all such terms and conditions. In the event of any discrepancy between the
provisions set forth herein or in such terms and conditions of sale, on the one
hand, and any purchase order, order confirmation or other communication between
the parties, whether or not acknowledged by the other party, the provisions
hereof and of such terms and conditions shall prevail. No order for the
Products shall be binding on SmartGate unless and until accepted by SmartGate.
Acceptance shall be evidenced on SmartGate's standard order confirmation form.
03.2 PRICES. The prices charged to Rytec for Products purchased
hereunder shall be as set forth on Exhibit "D" hereto. Prices shall be f.o.b.
Sarasota, Florida with Rytec obliged to pay all duties, fees and taxes.
03.3 DELIVERY. Delivery terms will be agreed upon at the time of
order.
03.4 WARRANTY. All sales to Rytec shall be subject to SmartGate's
warranty appended hereto as Exhibit "E".
ARTICLE 04: RYTEC'S COVENANTS AND REPRESENTATIONS
04.1 SALES PROMOTION. Rytec shall use its best efforts to promote.
the sale of the Products to all existing and potential Customers within the
Industry and Territory and will cooperate with users of the Products within the
Territory.
04.2 MINIMUM PURCHASE REQUIREMENTS.
A. Minimum Purchase Requirements as Exclusive Manufacturer (New
Doors) - :The number of Units of SmartGate Products which Rytec must purchase as
original equipment for newly manufactured high speed industrial doors in order
to retain the right to be the Exclusive Manufacturer pursuant to subparagraph
02.1(i) which can purchase SmartGate Products for original equipment in new
high speed industrial doors is:
Minimum Purchase Requirements as Exclusive Manufacturer
MINIMUM PURCHASE REQUIREMENTS
CONTRACT PERIOD AS MANUFACTURER (NEW DOORS)
0 - March 30, 2003 0 Units
April 1, 2003 to end of Year 1 650 Units/90-day period
Year 2 of Agreement 750 Units/90-day period
Year 3 of Agreement 850 Units/90-day period
Year 4 of Agreement 950 Units/90-day period
Year 5 of Agreement 1,050 Units/90-day period
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The proportionate minimum purchase requirements shall be waived for:
(i) any period during which SmartGate fails to fulfill Rytec purchase orders
with regard to the stated minimum pursuant to Schedule 03.1; and (ii) any
period during which SmartGate is unable to deliver SmartGate products which
perform the intended function in a commercial manner.
Should Rytec fail to satisfy the Minimum Purchase Requirements as
Exclusive Manufacturer under this subsection A, this Agreement shall remain
effective and binding and Rytec shall become a non-exclusive manufacturer
entitled to purchase SmartGate Products and SmartGate shall be entitled to sell
its Products to other manufacturers for the integration into high speed
industrial doors within the Territory. In such event, Rytec shall continue to
be the Exclusive Distributor of SmartGate Products for retrofit on installed
high speed industrial doors pursuant to subsection 02.1(ii).
B. Exclusive Distributor Requirements (Retrofit) - Rytec shall
have the right to be the Exclusive Distributor of SmartGate Products pursuant
to subparagraph 02.1(ii) for retrofit sales for a period of one year from the
full execution of this Agreement, provided Rytec meets the following criteria:
(i) within six months of the date of this Agreement, Rytec demonstrates a
pre-production prototype for retrofit on at least one door ("Model")
manufactured by at least two of Rytec's largest competitors; and (ii) at
tradeshows determined by Rytec and at the National Manufacturing Week show in
March 2003 ("NMW") Rytec will show and demonstrate its retrofit capabilities and
will be prepared to take orders for the product; and (iii) Rytec shall have
developed for distribution at or following the NMW sales literature, product
video, installation video, and installation instructions for retrofit products.
Within sixty (60) days following the NMW Rytec shall advise SmartGate
as to whether or not it desires to be the Exclusive Distributor during the last
four years of the term of thus Agreement. If said notice is in the affirmative,
Rytec and SmartGate shall then have the next two-month period to conduct due
diligence and market analysis based upon results of the industry's response at
NMW and to negotiate the terms of an extension of the Exclusive Distributor
arrangement for the last four years of the term of this Agreement. Factors in
such negotiations will include, but not be limited to: minimum sales
quantities; pricing; warranty and territory.
In the event Rytec's response is in the negative or if Rytec and
SmartGate cannot reach mutual agreement on the Exclusive Distributor
extension, then, in such event, this Agreement shall remain in effect and
binding: provided however, Rytec's right to purchase and distribute SmartGate
Products for retrofit on installed high speed industrial doors pursuant to
subsection 02.1(ii) shall become non-exclusive and SmartGate shall be entitled
to sell its Products to others, including distributors and end-users within the
Territory for retrofit purposes on installed high speed industrial doors. In
such event, Rytec shall continue to be the Exclusive Manufacturer of SmartGate
Products for new manufactured high speed industrial doors pursuant to
subsection 02.1(i).
04.3 COVENANT NOT TO COMPETE. Rytec shall not, without 90-day
advance written notice to SmartGate, design, manufacture or purchase any
product which is intended to provide safety sensing which moves with and
precedes the moving door or provides a similar sensing function within the
Industry. Upon such notice, the rights granted to Rytec pursuant to this
Agreement shall automatically become a non-exclusive right to purchase
SmartGate
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Products at SmartGate's standard OEM price and SmartGate shall be free to
market its Products to other manufacturers, dealers, and distributors within
the Industry and Territory.
04.4 TRADESHOW SUPPORT. During the term of this Agreement, Rytec
shall provide SmartGate with a current Rytec high speed industrial door
demonstrator to be equipped with SmartGate Product for demonstration at
tradeshows attended by SmartGate. Additionally, Rytec shall include signage at
all tradeshows where Rytec has a booth indicating that Rytec products utilize
the InvisaShield(TM) technology.
04.5 PRODUCT DESCRIPTION. Rytec shall only use SmartGate's
description of the SmartGate Products and Product performance which are
provided by SmartGate or otherwise approved by SmartGate in writing.
ARTICLE 05: SMARTGATE'S OBLIGATIONS
05.1 SALES SUPPORT. SmartGate shall provide Rytec with such sales
and marketing information applicable to Products and shall furnish materials as
required for the creation of Rytec' catalogs, specifications, promotional
literature, owner's manuals, and other materials pertaining to Products.
05.2 ASSISTANCE. SmartGate shall provide Rytec with reasonable
access to and assistance of its technical, sales and service personnel. Such
assistance shall be without charge to Rytec except as may be otherwise mutually
agreed.
05.3 TRAINING. Rytec shall conduct, and shall cause its personnel
to attend, and encourage any independent sales representatives of Rytec to
attend, such technical, sales and service training sessions with respect to the
Products as Rytec reasonably deems necessary in order to allow Rytec and its
independent sales representatives to effectively market, sell and service the
Products. SmartGate shall provide technical support and sales support as
reasonably requested.
05.4 PARTS SUPPLY. If SmartGate decides to discontinue the
manufacturing of any Products following the termination of this Agreement,
Rytec will be informed in writing at least three (3) months in advance. In each
such case, SmartGate undertakes the obligation to continue to supply
replacement or substitute parts for the term required by applicable law or in
the absence of a specific legal requirement for a reasonable period of time
from the date of discontinuance.
05.5 INTERNATIONAL MANUFACTURER. SmartGate agrees that, in the
event Rytec facilitates, by introduction and direct involvement, the
establishment of customer relationships between manufacturer(s) of high speed
industrial doors in countries outside of the Territory, the following volume
discounts to the sale price as set forth on Exhibit "D" shall be provided to
both Rytec and the manufacturer(s) in the other countries:
PURCHASES BY CUSTOMER OUTSIDE
OF TERRITORY FACILITATED BY RYTEC UNIT VOLUME DISCOUNT
0 - 2,500 Units $0/per-Unit Discount
2,501 - 5,000 Units $20/pcr-Unit Discount
5,001 Units + $30/per-Unit Discount
Any agreements or Product sales by SmartGate to purchasers outside the
Territory shall be subject to SmartGate's sole discretion and contractual
terms.
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05.6 RECALL SUPPORT. In the event SmartGate institutes a product
recall of SmartGate Products purchased by Rytec, SmartGate will share with
Rytec, on a 50-50 basis, the cost of the first two billable hours of dealer
labor expense incurred to remove or replace components of the SmartGate
Product.
ARTICLE 06: MUTUAL OBLIGATIONS
06.1 SUPPORT. Rytec and SmartGate agree to devote their respective
best efforts to work jointly to facilitate and improve "application" of the
Products within the Industry and Territory and, except as otherwise provided
herein, will jointly own any jointly developed intellectual property resulting
from this joint effort. The foregoing described joint effort of Rytec and
SmartGate is limited to seeking to facilitate and improve "application" of the
Products within the Industry and does not include efforts to improve, change or
otherwise alter the presence sensing function of SmartGate Products or
technology. Any joint inventions or joint intellectual property primarily
relating to the presence sensing function of SmartGate Products or SmartGate's
technology shall be solely owned by SmartGate. Any joint inventions or joint
intellectual property primarily relating to any "application" of SmartGate
Products outside of the Industry or outside of the Territory shall be solely
owned by SmartGate. Any joint inventions or joint intellectual property
relating to SmartGate Products or application of SmartGate Products or
SmartGate's technology which relate to the application of SmartGate Products
both in the Industry and outside the Industry shall be owned solely by
SmartGate but shall be licensed on a perpetual, non-exclusive, no cost basis to
Rytec for use limited to the Industry and Territory.
Any joint invention or joint intellectual property resulting from the
joint efforts of Rytec and SmartGate under this Agreement which are primarily
related to Rytec' products described in Exhibit "A" shall, to the extent not
related to SmartGate Products or technology or the application of same, be
solely owned by Rytec. Should this Agreement be terminated by Rytec pursuant to
Paragraph 8.2 A or B, or by SmartGate pursuant to Paragraph 8.2 A or B, any
jointly owned intellectual property, as described above, shall, to the extent
relevant to the application or use of SmartGate Products for high speed
industrial doors, be exclusively and perpetually licensed to SmartGate without
cost.
06.2 RIGHT OF FIRST REFUSAL. Should SmartGate develop,
independently of Rytec, any intellectual property related to the Products
(other than improvements to the Products themselves to which Rytec shall have a
right of exclusive distribution pursuant to Paragraph 2.1) with application in
the Industry, Rytec shall have a right of first refusal for an exclusive
license or right of exclusive distribution within the Industry.
ARTICLE 07: CONFIDENTIALITY AND PROPRIETARY RIGHTS
07.1 CONFIDENTIAL INFORMATION. Each party acknowledges that the
Confidential Information of the other comprises valuable trade secrets and is
proprietary. Each shall hold the Confidential Information of the other in
strict confidence and shall not use or disclose the same except as required to
perform its obligations under this Agreement. The foregoing obligation shall
not extend to information which is or becomes public knowledge through no fault
of Rytec or SmartGate or which is required to be disclosed by law.
07.2 TRADEMARKS AND TRADE NAMES. Rytec shall not use any of
SmartGate's trademarks or trade names, or any xxxx or name confusingly similar
thereto, in any manner, except (i) on letterhead, business cards and signs in
order to identify itself as an authorized
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distributor of the Products, (ii) in sales and promotional materials provided
such materials have been previously approved by SmartGate, or (iii) on high
speed industrial door products incorporating the Products as approved by
SmartGate. Rytec shall not register any of SmartGate's trademarks or any xxxx
or name closely resembling them. Rytec shall reflect the InvisaShield(TM) xxxx
on every Rytec product incorporating SmartGate Product and relating packaging,
if any. Product instructions, advertising and public relations material in a
manner reasonably acceptable to SmartGate.
ARTICLE 08: TERM AND TERMINATION
08.1 TERM. This Agreement shall take effect on the date first
above written and shall continue in full force and effect for five (5) years
from the date hereof, or until terminated by either party as provided in
Paragraph 8 ("Initial Term"). Provided Rytec is in compliance with all material
terms and conditions of this Agreement, including but not limited to the
minimum requirements as provided in subparagraphs 04.2(A) and (B), Rytec may
renew this Agreement for an additional five (5) year term ("Renewal Term")
without charge and upon written notice given at least six months prior to
expiration at the same price and with minimum purchase requirements equal to
150% of that reflected in Paragraph 04.2A and B for the last year of the
Initial Term.
08.2 TERMINATION. This Agreement may be terminated by prior
written notice to the other party as follows:
A. By either party, in the event the other party should
fail to perform any of its obligations or breach any covenants or
representations hereunder and should fail to remedy such nonperformance within
thirty (30) calendar days after receiving written demand therefor; provided,
however, that upon a second breach of the same obligation by such party, the
other party hereto may forthwith immediately terminate this Agreement upon
notice to the breaching party.
B. By either party, effective immediately, if the other
party should become the subject of any voluntary or involuntary bankruptcy,
receivership or other insolvency proceedings or make an assignment or other
arrangement for the benefit of its creditors.
Upon termination, each party shall promptly return confidential
documents and all materials, parts and equipment to the party owning same.
ARTICLE 09: GENERAL PROVISIONS
09.1 ENTIRE AGREEMENT. This Agreement, including the
Annexes hereto, represents the entire agreement between the parties on the
subject matter hereof and supersedes all prior discussions, agreements and
understandings of every kind and nature between them. No modification of this
Agreement will be effective unless in writing and signed by both parties.
09.2 NOTICES. All notices under this Agreement shall be
in English and shall be in writing and given by certified mail and facsimile
addressed to the parties at the addresses immediately below their respective
signatures hereto, or to such address of which either party may advise the
other in writing. Notices will be deemed given when sent.
09.3 FORCE MAJEURE. Neither party shall be in default
hereunder by reason of any failure or delay in the performance of any
obligation under this Agreement where such failure or delay arises out of any
cause beyond the reasonable control and without the fault or negligence
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of such party. Such causes shall include, without limitation, storms, floods,
other acts of nature, fires, explosions, riots, war or civil disturbance,
strikes or other labor unrests, embargoes and other governmental actions or
regulations which would prohibit either party from ordering or furnishing
Products or from performing any other aspects of the obligations hereunder,
delays in transportation, and inability to obtain necessary labor, supplies or
manufacturing facilities.
09.4 SEVERABILITY. The illegality or unenforceability of
any provision of this Agreement shall not effect the validity and
enforceability of any legal and enforceable provisions hereof.
09.5 APPLICABLE LAW. This Agreement shall be construed,
enforced and performed in accordance with the laws of the State of Illinois,
USA.
09.6 WAIVER. The failure of either party to require
performance of any of the provisions herein shall not operate as a waiver of
that party's rights to request strict performance of the same or like
provisions, or any other provisions hereof, at a later time.
09.7 DISPUTE RESOLUTION. Any dispute which arises
pursuant to this Agreement shall be resolved exclusively by binding arbitration
before the American Arbitration Association seated in Chicago, Illinois. The
determination of the arbitrators shall be final and binding upon the parties.
Each party shall bear their own costs of arbitration.
IN WITNESS WHEREOF, SmartGate and Rytec have caused this instrument to
be executed by their duly authorized employees, as of the day and year first
above written.
RYTEC CORPORATION. WITNESS:
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxx ????
----------------------------------- ----------------------------------
Name: Xxxxxx Xxxxxx /s/ Xxx Xxxxxx
Title: Chief Executive Officer ----------------------------------
Address:
Xxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
SMARTGATE, L.C. WITNESS:
By: /s/ S. A. Michael, President /s/ Xxxxx ????
----------------------------------- ----------------------------------
Name: Xxxxxxx X. Xxxxxxx /s/ Xxx Xxxxxx
Title: President ----------------------------------
Address:
0000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
EXHIBIT "A"
DEFINITION OF HIGH-SPEED INDUSTRIAL DOORS
For purposes of the Agreement between Rytec and SmartGate, the term
"high-speed industrial doors" shall be defined as all doors used in industrial,
commercial (not primarily for pedestrian traffic) and cold storage applications
which operate at speeds in excess of twenty (20) inches per second, including
but not limited to rolling, folding, biparting and sliding doors.
EXHIBIT "B"
DESCRIPTION OF SMARTGATE, INC.'S PRODUCT
For purposes of the Agreement between Rytec and SmartGate, the term
"SmartGate Product" shall mean the SmartGate II ISM with host box & power
conditioner and the SmartGate II ISG Unit as an operational pair or any upgrade
or replacement thereto which provides similar function. SmartGate Products, for
purposes of the Agreement, do not include additional equipment or parts
including, but not limited to, cabling, wiring, antenna, antenna material,
power supply, etc. (herein "Excluded Ancillary Parts and Materials").
EXHIBIT "C"
TERMS AND CONDITIONS OF SALE
- U.S. Dollars
Non-US accounts subject to special terms
Prices do not include shipping & handling
- COD until account established
Net 30, 2% 10, 5% Cash
Late charge 2% per month
- RMA required for all product repair and returns
EXHIBIT "D"
PURCHASE PRICE FOR SMARTGATE PRODUCTS
$370.00 F.O.B. SARASOTA, FLORIDA
The foregoing prices for SmartGate Products shall, upon 90 days
written notice, be automatically proportionately increased to the extent
SmartGate documents an actual increase from the date hereof in the per-unit
cost of any component, material or part included in SmartGate Products.
The purchase price for SmartGate Products relates only to the products
described on Exhibit "A". Any Excluded Ancillary Parts and Materials as defined
in Exhibit "A" may be purchased by Rytec from SmartGate at prices quoted by
SmartGate for said materials.
EXHIBIT "E"
SMARTGATE'S WARRANTY
(ATTACHED HERETO)
I. WARRANTY
WARRANTY
SMARTGATE(R) II SAFETY SYSTEM
SmartGate, L.C., a Florida (USA) limited liability company
("SmartGate"), certifies to Rytec Corporation ("Purchaser") that this
SmartGate(R) II safety system ("Product" or "SmartGate(R) II Safety System")
is free from defects in material and manufacture under normal intended use as
part of a powered closure device for a period of one year from its date of
documented installation ("Warranty Period"). Notwithstanding the foregoing, the
Warranty Period does not extend more than two (2) years after the date of
shipment of the Product.
If this Product proves to SmartGate's satisfaction to be defective in
material or workmanship under normal intended use within the Warranty Period,
then SmartGate's entire liability shall be, at SmartGate's option, either (a)
repair of the Product, or (b) replacement of the Product with a new or
reconditioned Product.
This warranty is the entire remedy of the Purchaser. The Purchaser
agrees that this warranty is given by SmartGate to Purchaser only, and that any
warranty rights Purchaser may grant to the buyers of its products which include
the SmartGate(R) II Safety System shall be that of Purchaser alone, and
SmartGate shall have no obligation or liability with respect to any such
warranty rights Purchaser may give to its buyers, except to perform its
obligations to Purchaser pursuant to the terms and conditions of this warranty.
This warranty is automatically voided by any of the following, in
which case SmartGate shall have no obligation or liability to Purchaser or
anyone whatsoever; alteration, modification, or disassembly of the Product;
removal, alteration or obliteration of the serial number or the Product name or
model on the Product; failure to follow an installation, maintenance, safety or
other instruction; intentional, negligent or other misuse, abuse or improper
use; any use other than as part of a powered closure device; any use outside
the recommended environment or operating conditions; act of God; surge,
fluctuation or other variation in electric current or voltage; any defect in
anything to which the Product is attached; any other condition or occurrence
beyond the reasonable control of SmartGate.
THIS WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
SMARTGATE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS
OF PROFITS, REVENUE OR BUSINESS, DAMAGES FOR COST OF REMOVAL, INSTALLATION OR
REINSTALLATION, DAMAGES FOR PENALTIES, AND DAMAGES FOR TORTS) IN ANY WAY
RELATED TO THE PRODUCT.
There are no warranties that extend beyond the description on the face
of this warranty. The wording of this warranty cannot be waived, amended,
modified, changed or supplemented in any way whatsoever except by a written
document that expressly refers to this warranty and that is signed by an
officer of SmartGate.
This Product is not intended for home or consumer use.
The laws of Florida (USA) without regard to its conflict of laws
provisions govern this warranty and all other obligations of SmartGate with
respect to the Product.
This Product is not intended for sale or use outside the country of
sale or use, as authorized in writing by SmartGate, and no warranties are made
for such sale or use.
The SmartGate(R) II Safety System is designed only to alert a powered
closure device of an impending strike. The speed and shape of the sensed
object, the ability of the powered closure device to stop and reverse after it
has been alerted, and other factors not within the control of SmartGate, may
affect the perceived performance of the SmartGate(R) II Safety System. Due to
the inevitable changes in operating environment, closure device operation, and
other unforeseeable factors, installation of this Product must be accompanied
by a comprehensive, ongoing, and strictly enforced inspection program by the
powered closure device owner or operator to assure proper operation of the
SmartGate(R) II Safety System and powered closure device both individually and
as a system. If upon inspection, the powered closure device does not react with
the enhanced safety expected, it should be taken out of service until a
property trained technician performs service or repairs. Regular inspection and
maintenance will help to maintain a high "operations with safety" to "total
operations" ratio. SmartGate accepts no responsibility for ongoing inspection
and maintenance of its Products.
All claims under this warranty must be made within ten (10) days after
discovery of the defect by telephoning, faxing or emailing SmartGate to obtain
a Return Material Authorization (RMA) number and the location of the nearest
authorized warranty service provider, then returning the Product with proof of
purchase to SmartGate or an authorized warranty service provider at sender's
expense within ten (10) days thereafter.
SMARTGATE, L.C. TECH SUPPORT 000-000-0000
0000 XXXXXXXXXXXX XXXXX SALES 000-000-0000
XXXXXXXX, XXXXXXX (XXX) 00000 FAX 941355-9373
EMAIL: XXXXX@XXXXXXXXXXXX.XXX INTERNET: XXX.XXXXXXXXXXXX.XXX
