Bloomington Lock & Safe Co Inc. dba Minneapolis Lock & Key
Standard Terms and Conditions
The following standard terms and conditions (“Standard Terms”) apply to any person or entity purchasing goods and/or services (“Customer”) from Bloomington Lock & Safe Co Inc. dba Minneapolis Lock & Key (“Minneapolis Lock”). Minneapolis Lock and Customer are collectively referred to herein as the “Parties” or, individually, a “Party.”
1. Applicability. Minneapolis Lock shall provide goods (“Goods”) and/or related services (the “Services”) for the sale, installation and/or repair of security related products and systems pursuant to these Standard Terms. The Goods and Services may collectively be referred to as the “Transaction”). Minneapolis Lock shall provide the Services at times and locations mutually convenient to the Parties. These Standard Terms are electronically available at [www.minneapolislockandkey.com/wpautoterms/terms-and-conditions] and may be amended by Minneapolis Lock at any time without notice. These Standard Terms apply to all Goods or Services unless specially agreed to otherwise in writing by the Parties.
2. Delivery and Shipment. Minneapolis Lock shall deliver the Goods to Customer at a mutually agreed time and place during normal business hours using Minneapolis Lock’s standard methods for packaging and shipping such Goods.
3. Acceptance of Goods and Services. Within five (5) days of receipt of the Goods or substantial completion of the Services, Customer shall inspect the Goods and Services. Unless Customer notifies Minneapolis Lock in writing of any nonconformities within five (5) days of receipt, Customer shall be deemed to have accepted the Goods and Services without qualification and cannot thereafter reject any Goods or dispute any Services. Once used, Goods are deemed to be fully conforming to these Standard Terms.
4. Industry Standards and Minor Installation Damages. Minneapolis Lock will use industry standard practices in providing the Services and Goods. Because of the nature of the preparation and installation of certain Goods and providing certain Services, Customer understands that minor damage may necessarily occur to the Customer’s building or personal property. Such damages can include, but are not limited to, areas surrounding the install location including walls such as brick, cinder block and sheet rock; floorings such as tile and carpet; glass such as side lights, transoms, vision lights, etc.; and existing doors or frames (“Minor Installation Damages”). Customer assumes full responsibility for the repair and payment for any Minor Installation Damages which may occur. Customer releases Minneapolis Lock from any responsibility for repair of or compensation for Minor Installation Damages.
5. Price, Payment and Cancellation
a. Quoted Prices. Prices quoted by Minneapolis Lock to Customer must be in writing and are valid for thirty (30) days only. After such time, Customer agrees to pay the price in effect at the time of shipment of the Goods or provision of the Services.
b. Price. Customer shall purchase the Goods and Services from Minneapolis Lock at the price set forth in the applicable accepted bid, accepted proposal, sales order, or purchase order. The price includes all packaging and applicable taxes, including, but not limited to, all sales, use, or excise taxes, unless specifically excluded on such bid or order.
c. Payment. Customer shall pay all invoiced amounts due to Minneapolis Lock within fifteen (15) days of receipt of Minneapolis Lock’s invoice. Customer shall make all payments hereunder in US Dollars. All invoices unpaid after thirty (30) days from the invoice date shall be subject to an interest charge of 1.5% per month on the outstanding balance. Customer agrees to pay all Minneapolis Lock reasonable costs of collection for any unpaid balance, including, but not limited to, Minneapolis Lock’s reasonable costs, disbursements, and attorneys’ fees, regardless of whether formal litigation or arbitration commences. If Customer pays any amounts Minneapolis Lock by credit card (individually or in the aggregate) over $1,000 Customer shall pay Minneapolis Lock a 3.5% service charge. Customer may not set off any amounts due to Minneapolis Lock against any amounts Customer alleges is due to Customer.
d. Progress Payments. In the event that the Parties agree in writing to progress payments during the work, then such progress payments shall be made according to the terms of payment set forth above. In the event that any progress payment becomes past due, Minneapolis Lock may cease providing further Goods or Services until Customer pays all overdue payments plus interest.
e. Cancellations. Any monetary deposits made by Customer to Minneapolis Lock are non-refundable to the Customer. Customer is responsible for payment of any parts or Goods ordered by Minneapolis Lock for the Customer even if Customer cancels its order.
6. Warranties.
a. Limited Warranty. Subject to the warranty limitation set forth below, Minneapolis Lock warrants that the Goods sold and Services provided hereunder will be free from material defects in material and workmanship ninety (90) days after shipment of the Goods or substantial completion of Services, under normal and proper use and service. The Services will comply with applicable codes and industry standards.
b. The warranty and remedies for breach of warranty provided for in these Standard Terms do not cover, and Minneapolis Lock shall not be liable for: (a) abnormal wear and tear or damage caused by use or handling which is improper or contrary to Minneapolis Lock’s instructions; (b) improper storage of Goods, including storage of Goods unprotected from weather or (c) improper use of the Goods or other Services installed. Items repaired or replaced, and designs corrected under warranty are warranted only for the remainder of the original warranty period. All literature about the Goods is for illustrative purposes only and does not contain a warranty of any kind. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, MINNEAPOLIS LOCK MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL ASSURE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS AND CONDITIONS OR OTHER AGREEMENT BETWEEN THE PARTIES, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT MINNEAPOLIS LOCK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL MINNEAPOLIS LOCK’S LIABILITY EXCEED A) THE ACTUAL COST TO REPAIR, RESTORE, AND/OR REPLACE ANY DAMAGED GOODS SOLD OR SERVICES PERFORMED OR B) OR THE TOTAL PRICE PAID BY CUSTOMER FOR THE GOODS AND/OR SERVICES, WHICHEVER IS LESS. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND MINNEAPOLIS LOCK’S ENTIRE LIABILITY FOR ANY BREACH OF MINNEAPOLIS LOCK’S OBLIGATIONS.
8. Indemnification. Customer shall indemnify, hold harmless, and defend Minneapolis Lock and its successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, and the cost of pursuing any insurance providers, that are incurred by Minneapolis Lock, relating to any claim of a third party arising out of or occurring in connection with Customer’s negligence or willful misconduct related to the Goods, the Services, Customer’s material breach of these Standard Terms or any other written agreement between the Parties (a “Claim”). Customer shall not enter into any settlement of a Claim without Minneapolis Lock’s prior written consent.
9. Insurance.
a. Customer shall, at its own expense, maintain and carry in full force and effect at least the following types and amounts of insurance coverage, subject to the requirements set forth in the following section.
i. Commercial general liability with limits no less than $1,000,000.00 for each occurrence and $3,000,000.00 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of Minneapolis Lock under this Standard Terms;
ii. Worker’s compensation with limits no less than the minimum amount required by applicable law;
iii. Commercial automobile liability with limits no less than $1,000,000, combined single limit for each occurrence involving personal injuries and/or property damage; and,
iv. Umbrella (excess) liability for the coverage section (i) and (iii) above with limits no less than $1,000,000.00.
b. Customer shall ensure that all insurance policies required pursuant to section (a) above,
i. be issued by insurance companies with a Best’s Rating of no less than A-VII;
ii. provide that such insurance carriers give Minneapolis Lock at least 30 days’ prior written notice of cancellation or non-renewal of policy coverage, provided that, prior to such cancellation, Customer has new insurance policies in place that meet the requirements of this section (a) above;
iii. provide that such insurance be primary insurance and any similar insurance in the name of and/or for the benefit of Minneapolis Lock shall be excess and non-contributory;
iv. name Minneapolis Lock including all successors and permitted assigns, as additional insureds; and,
v. waive any right of subrogation of the insurers against Minneapolis Lock.
c. Upon the written request of Minneapolis Lock, Customer shall provide Minneapolis Lock with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this section (a) and (b), and shall not do anything to invalidate such insurance. This section shall not be construed in any manner as waiving, restricting, or limiting the liability of either party for any obligations imposed under these Standard Terms (including, but not limited to, any provisions requiring a party hereto to indemnify, defend, and hold the other harmless under this Standard Terms).
10. Confidentiality. All non-public, confidential, or proprietary information of either party, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, in connection with the Goods or Services is confidential and may not be disclosed or copied unless authorized in advance by the disclosing party in writing. This Section does not apply to information that is: (a) in the public domain; (b) known to the recipient at the time of disclosure; (c) rightfully obtained by the recipient on a non-confidential basis from a third party; or (d) independently developed by the receiving party without reference to or use, in whole or in part, of any of the disclosing party’s confidential information.
11. Force Majeure. No Party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Standard Terms, for any failure or delay in fulfilling or performing any term of these Standard Terms (except for any obligations of Customer to make payments to Minneapolis Lock hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Standard Terms;(f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; (i) other similar events beyond the reasonable control of the impacted party. The impacted party shall give notice within ten (10) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the impacted party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it. Either Party may thereafter terminate the Transaction upon ten (10) days’ written notice.
12. Lien. Minneapolis Lock shall have a lien on the Goods and the locations where installed for the agreed value of the Goods and Services and upon the proceeds from the sale thereof to secure Customer’s payment of all fees, charges, and expenses hereunder in connection with Goods and Services. Minneapolis Lock may enforce this lien at any time, including by selling all or any part of the Goods in accordance with applicable law.
13. Hidden Conditions. Minneapolis Lock is not responsible for any additional expense, delay or loss caused by hidden conditions, wherever occurring, which could not reasonably have been discovered upon inspection prior to Minneapolis Lock providing the Goods or Services. Unless otherwise agreed to in writing by the Parties, connections, and availability to line voltages of 110v or higher are to be supplied and provided by others are the sole responsibility and expense of Customer.
14. Damage to Installed Goods and Performed Services. If Goods or Services are damaged or obstructed by Customer or by others, Customer is solely responsible to remove such obstruction(s) and/or repair or restore the Goods and/or Services, at its sole expense. Until Customer does so, Assured may cease all further work for Customer.
15. Miscellaneous.
a. Applicable Law and Jurisdiction. These Standard Terms are governed by and construed in accordance with the laws of the state of Minnesota without giving effect to any conflict of laws or provisions that would result in the application of the laws of a different jurisdiction. Each Party agrees to institute any legal suit, action, or proceeding arising out of these Standard Terms in the federal or state courts in each case located in Hennepin County, Minnesota. Customer irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Customer shall pay Minneapolis Lock’s reasonable legal fees and costs to collect any amounts due to from Customer or if Minneapolis Lock is the prevailing party in any arbitration and litigation.
b. Amendment. Customer may not amend any of these Standard terms without Minneapolis Lock’s express written consent.
c. Interpretation. If any provision of these Standard Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Standard Terms will continue in full force and effect. These Standard Terms contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. These Standard Terms may not be modified except by a written instrument signed by the parties.
d. Waiver. No waiver by Minneapolis Lock of any of the provisions of these Standard Terms is effective unless explicitly set forth in writing and signed by Minneapolis Lock. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Standard Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
e. Third-Party Beneficiaries. Minneapolis Lock’s obligation to Customer for the Goods or Services is for the sole benefit of Customer and its successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms. Notwithstanding the foregoing, all limitations upon, and exceptions and defenses to, liability granted to Minneapolis Lock shall be automatically extended to all parent, subsidiary, and affiliated entities and all subcontractors of Minneapolis Lock and the owners, directors, officers, employees, and agents of each of the foregoing. Customer agrees that Minneapolis Lock’s officers, directors, employees, agents, affiliates, successors, and permitted assigns are third-party beneficiaries of the indemnification provision of these Standard Terms.
f. Notices. Any notices required in these Standard Terms or otherwise, shall be sent by any commercially reasonable manner including, but not limited to U.S. First Class Mail Return Receipt Requested, or by any nationally recognized third-party document courier service, with proof of receipt, including United Parcel Service or Federal Express. Notices to the Minneapolis Lock shall be sent to Minneapolis Lock & Key, Attn: General Manager, 9905 Lyndale Ave S. Bloomington, MN 55420. Notices to Customer shall be sent to the last address of Customer known to Minneapolis Lock.
g. Integration. These Standard Terms and any other written agreement between the Parties, and executed by both, constitutes the sole and entire agreement of the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
h. Headings. Headings in these Standard Terms are for convenience of reference only and are not to be used in any interpretation of these Standard Terms or other agreement between the Parties.
Bloomington Lock & Safe Co Inc. dba Minneapolis Lock & Key
Updated October 2024.