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<br />This agreement is subject to the attached Trane Terms and Conditions.
<br />Customer Acceptance TRANE, a division of American Standard Inc.
<br />
<br />Authorized Representative
<br />
<br />Title
<br />
<br />Acceptance Date
<br />
<br />Service Terms and Conditions
<br />
<br />For Services performed in the United States. "Trane" shall mean
<br />Trane, a division of American Standard Inc. For Services
<br />performed in Canada, "Trane" shall mean Wabco Standard Trane
<br />Co., except where the context provides otherwise.
<br />
<br />Trane's Services are furnished pursuant to and subject to the
<br />following terms and conditions, except for any Services that are
<br />the subject of a pre-existing valid written agreement currently in
<br />effect between Trane and Customer, in which case such written
<br />agreement shall apply.
<br />
<br />Acceptance. A proposal made upon these terms is subject to acceptance within
<br />thirty days from date and the prices are subject to change without notice prior to
<br />acceptance by Customer. If your order is an acceptance of a written proposal, on
<br />a form provided by Trane, without the addition of any other terms and conditions
<br />of sale or any other modification, this document shall be treated solely as an
<br />acknowledgment of such order, subject to credit approval. If your order is not
<br />such an acceptance, then this document is Trane's offer, subject to credit
<br />approval, to provide the Services solely in accordance with the following terms
<br />and conditions of sale. If we do not hear from you within two weeks from the
<br />date hereof, Trane shall rely upon your silence as an acceptance of these terms
<br />and conditions and performance will be made in accordance herewith.
<br />Customer's acceptance of Services by Trane on this order will in any event
<br />constitute an acceptance by Customer of these terms and conditions,
<br />
<br />Payment and Taxes. Payment is due upon receipt of Trane's invoice. A service
<br />charge of 1 %% on unpaid balances may be charged by Trane. In addition to the
<br />stated Service Fee, Customer shall pay all taxes not legally required to be paid
<br />by Trane or, alternatively, shall provide Trane with acceptable tax exemption
<br />certificates. Customer shall pay all costs (including attorneys' fees) incurred by
<br />Trane in attempting to collect amounts due. Any after-hours services shall be
<br />billed according to then prevailing overtime or emergency rates.
<br />
<br />Warranties, (a) material manufactured by Trane, a division of American
<br />Standard Inc., and supplied hereunder is warranted be free from defect in
<br />material and manufacture for a period of twelve months from date of start-up or
<br />replacement and Trane's obligation under this warranty is limited to repairing or
<br />replacing the defective part at its option; (b) labor is warranted (to have been
<br />properly performed) for a period of 90 days from completion and Trane's
<br />obligation under this warranty is limited to correcting any improperly performed
<br />labor; and (c) equipment and/or parts not manufactured by Trane, a division of
<br />American Standard Inc, are not warranted by Trane and shall have such
<br />warranties as are extended to Trane by the respective manufacturer. THE
<br />WARRANTY AND LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF
<br />ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT
<br />OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT,
<br />INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
<br />FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE. IN
<br />NO EVENT SHALL TRANE BE LIABLE FOR ANY INCIDENTAL
<br />CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST REVENUE OR
<br />PROFITS), OR PUNITIVE DAMAGES, NO REPRESENTATION OR
<br />WARRANTY OF MERCHANTABILITY OR FITNESS OF PURPOSE IS MADE
<br />REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY
<br />COMPONENT THEREOF, OF MOLD, FUNGUS, BACTERIA, MICROBIAL
<br />GROWTH, OR ANY OTHER CONTAMINATES, TRANE SPECIFICALLY
<br />DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY
<br />COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH
<br />OF SUCH MATERIALS,
<br />
<br />Indemnity and Liability, Trane shall indemnify, defend and hold Customer
<br />harmless from any and all claims, actions, costs, expenses, damages and
<br />liabilities, including reasonable attorneys' fees, resulting from death or bodily
<br />injury or damage to real or personal property, to the extent caused by the
<br />negligence or misconduct of Trane, and/or its employees or agents. The duty to
<br />indemnify will continue in full force and effect, notwithstanding the expiration or
<br />early termination hereof, with respect to any claims based on facts or conditions
<br />that occurred prior to expiration or termination. Trane is not liable for any claims,
<br />damages, losses, or expenses, arising from or related to conditions that existed
<br />in, on, or upon the premises before the Commencernent Date of this Agreement
<br />
<br />Authorized Representative
<br />
<br />Title
<br />
<br />Signature Date
<br />
<br />("Pre-Existing Conditions"). including, without limitation, damages, losses, or
<br />expenses involving Pre-Existing building envelope issues, mechanical issues,
<br />plumbing issues, and/or indoor air quality issues involving mold and/or fungi. Trane
<br />also is not liable for any claims, damages, losses, or expenses, arising from or
<br />related to work done by or services provided by individuals or entities that are not
<br />employed by or hired by T rane.
<br />NOTWITHSTANDING ANY CONTRARY PROVISION, TRANE SHALL NOT
<br />BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
<br />NATURE (INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS),
<br />WHETHER CLAIMED UNDER CONTRACT, WARRANTY, NEGLIGENCE,
<br />STRICT LIABILITY OR ANY OTHER LEGAL THEORY OR FACTS, IN NO
<br />EVENT SHALL TRANE BE LIABLE FOR ANY DAMAGES RESULTING FROM
<br />MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER
<br />CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS,
<br />
<br />Asbestos and Hazardous Materials. Trane's services expressly exclude any
<br />identification, abatement, cleanup, control, disposal, removal or other work
<br />connected with asbestos or other hazardous materials (collectively, "Hazardous
<br />Materials"). Should T rane become aware of or suspect the presence of Hazardous
<br />Materials, Trane may immediately stop work in the affected area and shall notify
<br />Customer. Customer will be responsible for taking any and all action necessary to
<br />correct the condition in accordance with all applicable laws and regulations.
<br />Customer shall be exclusively responsible for any claims, liability, fees and
<br />penalties, and the payment thereof, arising out of or relating to any Hazardous
<br />Materials on or about the premises, not brought onto the premises by Trane. Trane
<br />shall be required to resume performance of the services only when the affected
<br />area has been rendered harmless.
<br />
<br />Insurance, Trane maintains insurance in the following minimum amounts during
<br />the Term: Commercial General Liability n $1,000,000 per occurrence; Automobile
<br />Liability n $1,000,000 CSL; Workers Compensation n Statutory Limits. If Customer
<br />has requested to be named as an additional insured under Trane's insurance
<br />policy, Trane will do so but only to the extent of Trane's indemnity assumed under
<br />the indemnity provision contained herein. Trane does not waive any rights of
<br />subrogation.
<br />
<br />Performance. Services will be performed during normal working hours with any
<br />overtime or emergency labor billed separately, unless otherwise agreed to in
<br />writing. Duty to perform under this agreement and the price hereof are subject to
<br />the approval of Trane's credit department and is also contingent upon strikes,
<br />accidents, fires, the inability to procure materials from the usual sources of supply,
<br />or upon any event beyond the control of Trane. Upon disapproval of the credit
<br />department or upon the occurrence of any such event as aforesaid, Trane may
<br />delay performance or, at its option, renegotiate prices, terms and conditions with
<br />the Customer. If T rane and Customer are unable to agree on such revisions, this
<br />agreement shall be canceled without any liability, other than Customer's obligation
<br />to pay for services rendered by Trane to the date of cancellation.
<br />
<br />General. This agreement contains all of the agreements, representations and
<br />understandings of the parties and supersedes all previous understandings,
<br />commitments or agreements, oral or written, related to the subject matter hereof. If
<br />any part of this agreement is deemed to be unlawful, invalid, void or otherwise
<br />unenforceable, the rights and obligations of the parties shall be reduced only to the
<br />extent required to remove the invalidity or unenforceability, Customer may not
<br />assign, transfer, or convey this agreement. or any part hereof, without the written
<br />consent of T rane. Subject to the foregoing, this agreement shall bind and inure to
<br />the benefit of the parties hereto and their permitted successors and assigns, No
<br />modifications, additions or changes may be made to this agreement except in a
<br />writing signed by Trane,
<br />
<br />Applicable onlv in the United States:
<br />
<br />Equal Employment Opportunity/Affirmative Action Clause, Trane is a federal
<br />contractor which complies fully with Executive Order 11246, as amended, and the
<br />applicable regulations contained in 41 C,F.R. Parts 60-1 through 60'60, 29 U.S.C,
<br />Section 793 and the applicable regulations contained in 41 C.F. R, Part 60-741;
<br />and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R.
<br />Part 60-250,
<br />
<br />Si
<br />1-1018 !ct04)
<br />Supercedes 1-10.48 (0403)
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