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<br />Trane Terms and Conditions (Service)
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<br />The following "Terms and Conditions" are attached to and made a part of the
<br />Service Agreement ("Agreement") between the named Customer and Trane,
<br />For Services performed in the United States, "Trane" shall mean Trane U.S. Inc,
<br />For Services performed in Canada. "Trane" shall mean Trane Canada Co.,
<br />except where the context provides otherwise.
<br />
<br />Trane's Services are furnished pursuant to and subject to the following terms
<br />and conditions. except for any Services that are the subject of a pre-existing
<br />valid written agreement currently in effect between Trane and Customer, in
<br />which case such written agreement shall apply.
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<br />1. Acceptance. A Proposal or Agreement made upon these terms is subject to
<br />Customer acceptance in writing delivered to Trane within thirty (30) days from the date
<br />hereof, If your order is an acceptance of a written Proposal on a form provided by
<br />Trane, without the addition of any other terms and conditions of sale or any other
<br />modification, this document shall be treated solely as an acknowledgment of such
<br />order, subject to credit approval. If your order is not such an acceptance, then this
<br />document is Trane's offer, subject to credit approval, to provide the services solely in
<br />accordance with the following terms and conditions of sale. If we do not hear from you
<br />within two weeks from the date hereof, Trane shall rely upon your silence as an
<br />acceptance of these terms and conditions and any performance will be pursuant
<br />hereto. Customer's acceptance of services by Trane will in any event constitute an
<br />acceptance by Customer of these terms and conditions.
<br />2. Term. Renewal, and Cancellation, The Initial Term of this Agreement shall be as
<br />stated in the "Pricing & Acceptance" section hereof. Thereafter, unless earlier
<br />terminated, this Agreement shall be automatically renewed for succeeding 12 month
<br />terms (each a "Renewal Term"), subject to the Renewal Pricing Adjustment, upon
<br />Trane's delivery to Customer of a service renewal letter at least forty-five (45) days in
<br />advance of the scheduled expiration date and Customer's failure to notify Trane in
<br />writing no later than thirty (30) days prior to the scheduled expiration date that the
<br />Agreement shall not be renewed, This Agreement may be cancelled upon the written
<br />notice of either party to the other (for any reason or no reason) no later than thirty (30)
<br />days prior to the scheduled expiration date; provided, however, that, in the event of a
<br />cancellation by Customer, Customer shall pay to Trane the balance of the Service Fee
<br />applicable to the then current 12 month period of the Term. The Service Fee is based
<br />on performance during regular business hours.
<br />3, Renewal Pricing Adjustment. The Service Fee for an impending Renewal Term
<br />shall be the Current Service Fee (defined as the Service Fee for the Initial or Renewal
<br />Term immediately preceding the impending Renewal Term) adjusted by the following:
<br />(a) increase and/or decrease for additions and/or deletions to Scope of Services; (b)
<br />25% of the Current Service Fee shall be adjusted based upon the calendar year
<br />change in the (i) U.S. Bureau of labor Statistics Producer Price Index for selected
<br />commodity groupings (Metals and Metal Products) for Services performed in the
<br />United States or (ii) Statistics Canada Producer Price Index, Goods (Raw Materials
<br />Prices Index) for Services performed in Canada; (c) 65% of the Current Service Fee
<br />shall be adjusted based upon the change to cost of labor; and (d) 10% of the Service
<br />Fee shall be adjusted based upon changes to Trane services overhead costs, which
<br />include but are not limited to the cost of fuel, truck leasing, and office-related overhead
<br />factors. The Service Fee for an impending Renewal Term shall be set forth in the
<br />service renewal letter furnished to Customer.
<br />4. Payment and Taxes. Payment is due upon receipt of Trane's invoice. Except as
<br />may otherwise be provided in the "Service Fee" section, annual Service Fee amounts
<br />shall be paid in advance of performance of the Services, Trane reserves the right to
<br />add to any account outstanding for more than 30 days a service charge equal to the
<br />lesser of the maximum allowable legal interest rate or 1.5% of the principal amount
<br />due at the end of each month. Without liability to Customer, Trane may discontinue
<br />services whenever payment is overdue. In addition to the stated Service Fee,
<br />Customer shall pay all taxes not legally required to be paid by Trane or, alternatively,
<br />shall provide Trane with acceptable tax exemption certificates. Customer shall pay all
<br />costs (including attorneys' fees) incurred by Trane in attempting to collect amounts
<br />due.
<br />5. Termination. This Agreement may be terminated by either party upon a material
<br />breach by the other party of its obligations hereunder upon fourteen (14) calendar days
<br />prior written notice to the breaching party and the failure of the breaching party to cure
<br />the breach within such fourteen (14) day period, Notwithstanding any termination,
<br />Customer shall remain liable to Trane for any amounts for services provided by Trane
<br />and not then paid.
<br />6, Performance. Trane shall perform the services described in this Agreement with
<br />respect to the listed Equipment with reasonable promptness in a workmanlike manner
<br />in accordance with industry standards generally applicable in the area, Except as
<br />otherwise provided in writing in "Scope of Services," Services will be performed during
<br />Trane's normal business hours and any after-hours services shall be billed separately
<br />according to then prevailing overtime or emergency labor/labour rates, Trane's duty to
<br />perform under this Agreement and the Service Fee are subject to the approval of
<br />Trane's credit department, are subject to Events of Force Majeure, and contingent
<br />upon the ability to procure materials from the usual sources of supply. Upon
<br />disapproval of the credit department or upon the occurrence of any such event as
<br />aforesaid, Trane may delay or suspend performance or, at its option, renegotiate
<br />Service Fees, and/or terms and conditions with the Customer, If Trane and Customer
<br />are unable to agree on such revisions, this Agreement shall be cancelled without any
<br />liability, other than Customer's obligation to pay for services rendered by Trane to the
<br />date of cancellation. This Agreement presupposes that all major pieces of equipment
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<br />are in proper operating condition as of the date hereof. Services furnished are
<br />premised on the Equipment being in a maintainable condition. In no event shall Trane
<br />have any obligation to replace Equipment that is no longer maintainable. During the
<br />first 30 days of this Agreement, and/or upon seasonal start-up (if included in the
<br />Services). an inspection by a Trane technician of Covered Equipment indicates repairs
<br />or replacement is required, Trane will provide a written quotation for such repairs or
<br />replacement. If Customer does not authorize such repairs or replacement, Trane may
<br />remove the unacceptable Equipment from the "Equipment Coverage" or "Scope of
<br />Services" sections of this Agreement and adjust the Service Fee accordingly. During
<br />the Term, Trane may elect to install/attach to Customer equipment or provide portable
<br />devices (hardware and/or software) for execution of control or diagnostic procedures.
<br />Such devices shall remain the personal proprietary property of Trane and in no event
<br />shall become a fixture of customer locations, Customer shall not acquire any interest,
<br />title or equity in any hardware, software, processes, and other intellectual or
<br />proprietary rights to devices used in connection with providing service on Customer
<br />equipment. Trane reserves the right to remove such items at its discretion. Trane
<br />may refuse to perform any services or work where working conditions could endanger
<br />or put at risk the safety of Trane employees or subcontractors.
<br />7, Customer Obligations. Customer shall:
<br />(a) Provide Trane reasonable and safe access to all Equipment;
<br />(b) Follow manufacturer recommendations concerning teardown and internal
<br />inspection, major overhaul, restoration or refurbishing of the Equipment; unless
<br />expressly stated in the Scope of Services statement, Trane is not performing any
<br />manufacturer recommended teardown and internal inspection, major overhaul,
<br />restoration or refurbishing of the equipment; Trane shall not be responsible to perform
<br />any subsequent repairs to the Equipment necessitated by Customer's failure to follow
<br />such manufacturer recommendations;
<br />(c) Reimburse Trane for services, repairs, and/or replacements performed by Trane
<br />beyond the "Scope of Services" or otherwise excluded hereunder. Such
<br />reimbursement shall be at the then prevailing overtime/holiday rates for labor/labour
<br />and prices for materials and may at Trane's option be subject to a separate written
<br />agreement prior to its undertaking such work; and
<br />(d) Unless water treatment is expressly included in Trane's Scope of Services, provide
<br />professional cooling tower water treatment in accordance with any reasonable
<br />recommendations provided by Trane,
<br />8, Exclusions, Unless expressly included in "Scope of Services" or "Equipment
<br />Coverage," the services to be provided by Trane do not include, and Trane shall not
<br />be liable for, any of the following:
<br />(a) Any guarantee of room conditions or system performance;
<br />(b) Inspection, maintenance, repair, replacement of or services for: chilled water and
<br />condenser water pumps and piping; electrical disconnect switches or circuit breakers;
<br />motor starting equipment that is not factory mounted and interconnecting power wiring;
<br />recording or portable instruments, gauges or thermometers; non-moving parts or non-
<br />maintainable parts of the system, including, but not limited to, storage tanks; pressure
<br />vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct
<br />work; piping: hydraulic, hydronic, pneumatic, gas, or refrigerant; insulation; pipe
<br />covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork or
<br />conduit; electrical distribution system; hydronic structural supports and similar items;
<br />the appearance of decorative casing or cabinets; damage sustained by other
<br />equipment or systems; and/or any failure, misadjustment or design deficiencies in
<br />other equipment or systems;
<br />(c) Repairs or replacement of parts made necessary as a result of electricai power
<br />failure, low voltage, burned out main or branch fuses, low water pressure, vandalism,
<br />misuse or abuse, improper operation, unauthorized alteration of Equipment, accident,
<br />negligence of Customer or others, damage due to freezing weather, calamity or
<br />malicious act;
<br />(d) Any damage or malfunction resulting from vibration, electrolytic action, freezing,
<br />contamination, corrosion, erosion, or caused by scale or sludge on internal tubes
<br />except where water treatment protection services are provided by Trane as part of this
<br />Agreement;
<br />(e) Furnishing any items of equipment, material, or labor/labour, or performing special
<br />tests recommended or required by insurance companies or federal, state, or local
<br />governments;
<br />(f) Failure or inadequacy of any structure or foundation supporting or surrounding the
<br />Equipment or any portion thereof;
<br />(g) Building access or alterations that might be necessary to repair or replace
<br />Customer's existing equipment;
<br />(h) The normal function of starting and stopping the Equipment or the opening and
<br />closing of valves, dampers or regulators normally installed to protect the Equipment
<br />against damage;
<br />(i) Valves that are not factory mounted: balance, stop, control, and other valves
<br />external to the device unless specifically included in the Agreement;
<br />OJ Any responsibility for design or redesign of the system or the Equipment,
<br />obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers;
<br />(k) Any services, claims, or damages arising out of Customer's failure to comply with
<br />its obligations under this Agreement;
<br />(I) Failure of Customer to follow manufacturer recommendations concerning overhaul
<br />and refurbishing of the Equipment;
<br />(m) Any claims, damages, losses, or expenses, arising from or related to conditions
<br />that existed in, on, or upon the premises before the effective date of this Agreement
<br />("Pre-Existing Conditions"), including, without limitation, damages, losses, or expenses
<br />involving pre-existing building envelope issues, mechanical issues, plumbing issues,
<br />and/or indoor air quality issues involving mold/mould and/or fungi;
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<br />s/s
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<br />@2008 Trane All rights reserved
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<br />Service Agreement
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