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SENTRIC ADAS, LLC  MASTER TERMS AND CONDITIONS

THANK YOU FOR CHOOSING SENTRIC ADAS, LLC (“SENTRIC”) FOR YOUR ADAS CALIBRATION RELATED NEEDS. THESE TERMS AND CONDITIONS, TOGETHER WITH ANY STATE SPECIFIC SUPPLEMENTAL TERMS, AND EACH SENTRIC SERVICE ESTIMATE, WORK AUTHORIZATION, AND INVOICE, FORMS THE ENTIRE CONTRACTUAL AGREEMENT (“AGREEMENT”) BETWEEN SENTRIC AND THE CUSTOMER IDENTIFIED ON THE ESTIMATE ("CUSTOMER") RELATING TO ESTIMATED AND PERFORMED SERVICES ON THE VEHICLE IDENTIFED IN THE SENTRIC SERVICE ESTIMATE (THE “SERVICES”). THIS AGREEMENT BECOMES BINDING ON CUSTOMER FOLLOWING ITS RECEIPT OF SENTRIC’S SERVICE ESTIMATE AND THE SUBSEQUENT ISSUANCE OF WORK AUTHORIZATION FOR ANY VEHICLE SERVICES (VERBAL OR WRITTEN). ALL SERVICES PERFORMED BY OR ON BEHALF OF SENTRIC ARE MADE ONLY UPON THE TERMS AND CONDITIONS OF THIS AGREEMENT. ANY AND ALL ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS OR CONDITIONS WHICH MAY BE SET FORTH IN ANY PURCHASE ORDER OR OTHER COMMUNICATION FROM OR ON BEHALF OF CUSTOMER ARE REJECTED BY SENTRIC AND SHALL NOT BE EFFECTIVE OR BINDING UNLESS SPECIFICALLY ACCEPTED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY A SENTRIC AUTHORIZED OFFICER, PRIOR TO COMMENCEMENT OF SENTRIC’S SERVICES. 

 

  1. General Terms and Conditions of Estimate and Repair.  Customer understands that any repair Estimate is based on preliminary inspection and does not cover additional parts or labor that may be required to complete the Services should further inspection determine it necessary or recommended. Customer will in most cases be required to review and approve a revised Estimate before additional Services will be performed. If Customer refuses to approve a revised Estimate, Customer shall either arrange for pick-up of the Vehicle or authorize its return by Sentric, in its then present condition, at Customer’s expense, and Sentric may invoice Customer for any costs and expenses already incurred, including reasonable labor charges for the partially completed Services as well as for any re-assembly services authorized by Customer. 
  2. Vehicle Pick-Up and Return. By providing work authorization to Sentric for its Services, Customer authorizes Sentric, its agents, and/or employees to pick-up and drive the Vehicle from Customer’s facility to Sentric’s repair center, as well as to drive the Vehicle for other Service-related purposes (e.g. topping-off the Vehicle’s fuel tank prior to calibration, diagnosis, testing, and inspection purposes), and to return the Vehicle to Customer following Service completion. Prior to Vehicle pick-up by Sentric, Customer shall ensure the Vehicle is properly registered/tagged for public road operation, is in reasonably safe operational condition, and all valuables and personal property have been removed from the Vehicle. Sentric IS NOT responsible for any loss, theft, or damage of any personal property left in the Vehicle. Upon return of the Vehicle to Customer, Customer shall inspect it for any observed damage. Customer is not responsible for the condition of the Vehicle following delivery to Customer. 
  3. Pricing, Taxes, Discounts, Exemptions. The prices for Sentric’s Services, and for all parts, goods and/or materials sold and/or provided to Customer in furtherance of such Services, are those set forth in the Estimate and in the applicable Invoice. Estimates and Invoices may not be reflective of all discounts, promotions, or rebates which may be available under a separate agreement between Sentric and Customer. All prices are exclusive of applicable taxes and governmental fees assessable to Customer. Any taxes and/or governmental fees applicable to the parts, goods, materials, or Services which Sentric is required by law to collect from Customer and remit, shall be stated on the Invoice (and Estimate, if required) and shall be payable by Customer in accordance with the Agreement and Invoice terms. Should Customer claim exemption from any taxes and/or governmental fees, whether as a reseller of goods, services, or otherwise, Customer shall be solely responsible for providing Sentric a valid exemption certificate or other documentation substantiating this exemption status. Customer will supply this documentation to Sentric upon request.
  4. Payment Terms. Payment in full of an Invoice is due within thirty (30) days of the Invoice date unless stated otherwise on the first page of the Invoice. Payment shall be made via ACH or other Sentric approved payment method. Sentric reserves the right to charge interest on delinquent Invoices at the lesser of the rate of 1.5% per month or the highest rate permitted by applicable law. Customer agrees to pay all costs of collection on past due Invoices, including Sentric’s reasonable attorney's fees. Sentric reserves the right to rescind or withhold any or all pricing discounts, promotions, and/or rebates available to Customer should Customer fail to timely pay the Invoice when due or otherwise breach the Agreement.
  5. Sentric’s Service Level Commitment. Sentric respects its service level commitment to Customer and will use commercially reasonable efforts to resolve Service-related issues identified to Sentric within twenty-four (24) hours of when the Vehicle is returned from Sentric to Customer. Sentric may, in its sole discretion, and as Customer’s excusive remedy for a Service-related issue, either reperform the Services at no additional cost to Customer or issue a credit to Customer in the amount of the price paid to Sentric for such Services. This service level commitment is exclusive to Customer for the limited period and for the limited purpose described in this Section. THIS IS NOT A WARRANTY OR GUARANTEE OF ANY KIND. This service level commitment is not assignable or intended to benefit any third party. Sentric’s election to remedy a reported Service issue pursuant to this Section is not an admission of responsibility or liability. In no event shall Sentric be responsible for any Vehicle condition or Service-related issue, or any associated liability: (i) which reasonably could have been prevented or minimized by Customer, (iii) caused by normal wear and tear; (iv) caused by or contributed to by Customer, its agents, employees, contractors, or any third parties; or (v) caused by events, sources, or conditions outside Sentric’s reasonable control.
  6. DISCLAIMER OF WARRANTIES. Due to the nature of ADAS calibration services, including the potential affects external sources and conditions may have on a vehicle’s ADAS calibration (e.g., road hazards, improperly installed and/or defective sensors, and other causes outside the control of Sentric), Sentric makes no warranty or guarantee as to its Services or any Service results. Customer is strictly prohibited from making representations and/or warranties on behalf of Sentric regarding Sentric’s Services, or any parts utilized by Sentric in furtherance of such Services. Sentric specifically disclaims any such representations and/or warranties.

CUSTOMER ACKNOWLEDGES THAT NEITHER SENTRIC NOR ANYONE ACTING ON ITS BEHALF HAS MADE ANY REPRESENTATION, PROMISE, OR COMMITMENT RELATING TO THE SERVICES (OR ANY PARTS, GOODS, OR MATERIALS) THAT WOULD CREATE AN EXPRESS OR IMPLIED WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, SENTRIC DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, INFRINGEMENT, THOSE ARISING OUT OF PERFORMANCE OR DEALING OR USAGE OF TRADE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND.

  1. Parts and Other Supplied Goods/Materials. Unless otherwise stated in an Estimate or on the Invoice, all parts utilized in performing the Services, if any, are new, and either OEM or OEM approved parts. Sentric makes no warranty, express or implied, regarding such parts. Any warranties are limited to those which may be available directly from the parts manufacturer. Customer agrees to hold Sentric harmless against any parts warranty claims made directly against Sentric. To the extent required by applicable law, Sentric will wait at least 72 hours (three days) after notifying Customer the Services are completed, before disposing of any repaired or replaced parts. Sentric will make available to Customer during this time, the ability to inspect and/or obtain the replaced parts, upon request. Subject to applicable law, the obligation to return parts shall not apply where the parts are subject to core or similar charges or requirements from the parts supplier. 
  2. Customer/Third Party Services. Customer represents and warrants to Sentric that it has provided, and will continue providing, accurate and complete information regarding any damages to, and/or repairs made by it or on its behalf to the Vehicle. Sentric is not responsible for and disclaims any liability attributable to the failure by Customer to provide Sentric complete and/or accurate information relating to the Vehicle, including its condition. Sentric further disclaims any liability associated with Customer or third-party repairs or services performed on a Vehicle (“Third Party Repairs”), whether prior to and/or following Sentric’s performance of its own Services.
  3. LIMITATION OF LIABILITY. SENTRIC SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR: (A) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARYDAMAGES, WHETHER DIRECT OR INDIRECT, OR (B) ANY OTHER INDIRECT DAMAGES, RELATING TO, ARISING OUT OF, OR INCURRED BY CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENENT OR PERFORMANCE OF THE SERVICES BY OR ON BEHALF OF SENTRIC, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST USE, LOST PROFITS, LOST SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF SENTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE. IN NO EVENT SHALL SENTRIC'S TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD-PARTY RELATING TO, ARISING OUT OF, OR INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES BY OR ON BEHALF OF SENTRIC EXCEED THE PRICE PAID BY CUSTOMER FOR SUCH SERVICES GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY. THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
  4. Indemnity; Remedies not Exclusive. Customer shall defend, indemnify, reimburse, and hold harmless Sentric, its affiliates, and their respective owners, officers, agents, representatives, employees, and subcontractors from and against any and all third-party claims, causes of action, demands, investigations, and inquiries (“Claims”) and all resulting or attributable damages, liabilities, penalties, fines, costs and expenses (including but not limited to reasonable attorneys' fees and experts' fees incurred) (“Damages”), where such Claims and/or Damages, in whole or in part, relate to, arise out of, or are incurred in connection with: (a) Customer’s breach of the Agreement, (b) the Services performed by or on behalf of Sentric (unless finally proven through binding arbitration and any applicable appeals to have been solely caused by the negligence or willful misconduct of Sentric), (c) inaccurate or incomplete Vehicle information provided to Sentric by Customer, (d) any Third-Party Services, (e) Sentric’s operation of the Vehicle to and/or from Customer’s location, (e) the failure of Customer to obtain any necessary consents for performance of the Services, (f) claimed damage or loss to Vehicle contents, or (g) the negligence or willful misconduct of Customer, its agents, employees, or third party contractors (exclusive of Sentric). Customer’s obligations set forth in this Section shall survive performance of the Services and payment of the applicable Invoices. Remedies available to Sentric under this Agreement are in addition to any other remedies that Sentric may have under the Uniform Commercial Code or applicable laws.
  5. Excusable Delays. If the performance of any obligation under this Agreement, excluding payment of moneys due, is prevented or delayed in any way by reason of a force majeure condition, including, but not limited to, acts of terrorism (whether actual or threatened), fire, flood, explosion, declaration of emergency, failure of machinery, strikes, lockouts, or labor trouble, shortage or failure of supply of fuel, power, materials, parts, or transportation services, or any other act or condition beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the party to whom the performance is due, shall be excused from such performance to the extent of such interference. Each party shall use reasonable efforts to remove or resolve such interference with performance as promptly as reasonably possible. 
  6. Compliance with Laws: Customer represents and warrants to Sentric that it will not engage in any unethical business practices or conduct which may be violative of applicable local, state, or federal laws, orders, rules and regulations. In the event Customer breaches this clause, Sentric may, in its sole discretion, terminate this Agreement with Customer, without penalty. Customer shall indemnify, defend, and hold Sentric harmless from and against any and all Claims and Damages as a result of same, where arising from an actual or alleged breach of this Section by Customer, its agents, employees, or representatives.
  7. Governing Law; Severability and Survival. This Agreement and each Invoice hereunder is governed exclusively by the laws of the State in which the Sentric facility performing the Services is located (excluding those laws addressing choice of law). The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts with proper jurisdiction in such State for resolution of any dispute related to or arising out of this Agreement or an Invoice, subject to the arbitration provisions set forth below. If any portion of this Agreement, such as but not limited to an Estimate or Invoice, should for any reason be held by an arbitrator or court of competent jurisdiction to be illegal, invalid, unenforceable, or contrary to public policy, the remainder of this Agreement shall remain in full force and effect. Those provisions of this Agreement which by their nature are intended to survive termination of same and/or completion of the Services and payment, shall so survive.
  8. Conflict Resolution: Arbitration; Jury Trial and Class Action Waiver. Any claim or controversy arising out of or relating to this Agreement, or the Services performed hereunder, other than for the collection of Fees due Sentric under an Invoice, shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Arbitration shall be subject to the guidelines, limitations, and restrictions set forth in this paragraph and the terms of the Agreement. A demand for arbitration shall be made within a reasonable time after a controversy or claim has arisen but in no event after the sooner of twelve (12) months from the date such claim or controversy arose, or (b) the date when institution of legal or equitable proceedings based upon such claim or controversy would be barred by the applicable statute of limitations. The arbitrator(s) shall have no authority to award punitive or other damages not measured by the prevailing party's actual damages. The parties acknowledge and agree that this Agreement and each Invoice evidences a transaction involving interstate commerce. Accordingly, the United States Arbitration Act (Title 9 of the United State Code) shall govern the interpretation, enforcement, and proceedings of this arbitration provision. The place of arbitration shall be in the American Arbitration Association's office closest to the location of the Sentric service location designated on the Service Estimate. The parties shall be entitled to discover all documents and information reasonably necessary for a full understanding of any relevant issue raised in the arbitration. Regardless of any term or provision herein to the contrary, claims for contribution or indemnity filed by a party in any lawsuit or action filed or asserted by a third party on account of personal injury or death of any person or damage to property shall not be subject to the terms and provisions of this Section. The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. To the maximum extent permitted by law, the parties specifically waive any right to a trial by jury and to participate as a part to any class or collective action against Sentric. Should Sentric be required to institute any action, including any arbitration proceeding, to enforce any of its rights under this Agreement or upon an Invoice, or should Customer institute an action, including an arbitration proceeding, against Sentric in respect to this Agreement or the Services, and in either case Sentric is the prevailing party in such action, then Sentric shall be entitled to reimbursement from Customer for all expenses, including but not limited to, reasonable attorneys' and experts' fees, and costs incurred in connection with such action. 
  9. Notices. Whenever notice is required to be provided to a party under this Agreement or pursuant to law, notice shall be deemed to have been validly given (i) if delivered in person or via email (with delivery and read confirmation) to the party entitled to receive such notice as identified on the Service Estimate, or (ii) one (1) day after being sent via overnight mail through a respectable overnight delivery company.
  10. No Waiver. No waiver of a breach or default hereunder will be deemed a waiver of any subsequent breach or default of like or similar nature. No waiver of any terms and conditions under this Agreement or an Invoice will be effective against Sentric unless in writing signed by a corporate officer or authorized manager of Sentric.
  11. No Assignment. This Agreement is for the exclusive benefit of Sentric and Customer. Customer is not authorized to and shall not assign this Agreement or any rights, obligations, or benefits hereunder, in whole or in part, to any third party, without the prior written consent of Sentric. All terms, agreements, covenants, and rights contained herein shall inure to the benefit of and be binding on each party, their successors, and assigns, as permitted. 


 COPIES OF ALL DOCUMENTS CONSTITUTING THIS AGREEMENT WILL BE PROVIDED TO CUSTOMER IN ACCORDANCE WITH APPLICABLE LAWS. COPIES OF DOCUMENTS ARE AVAILABLE TO CUSTOMER VIA SENTRIC’S SHOPMONKEY APPLICATION OR BY CONTACTING A SENTRIC REPRESENTATIVE AT: [email protected].