126-22 Exhibit.pdf

This quote is valid for 30 days. CARRIER CORPORATION TERMS AND CONDITIONS OF SALE - EQUIPMENT AND/OR SERVICE 4. PAYMENT AND TAXES- Payment shall be mada not 30 days from dale of invoice. Carrier reserves the right fo reculre cash paymont or other alternativa mothod ‘of payment prior to shipment or completion of work if Carrler determines, in its sola discretion, that Customer or Customer's assignee's financial condition al any time ‘does nol justify continuance of the net 20 days payment term. In addition to the price, the Customer shall also pay Carrier any taxes or government charges arising from this Agrooment. 2. EXTRAS: Equipment, parts of abor In addition to those specified in this Agreement will be provided upon raceipt of Customer's written authorization ard pai for as an extra and subject (o the terms of this Agreement. 3. RETURNS: No items will be accepted for roturn without pricr written authorizaticn. Returned goods may be subject to a restocking charge, Special order and ‘non-stock items cannot be retumed. 4, SHIPMENT- All shipments shall be F.0.8, shipping point, freight pregaid and allowed to the job site. Shipmont dates quoted ars approximate, Cartier does not guarantee 2 particular date for shipment or delivery. 5. PARTIAL SHIPMENT- Carer shall heve the rght to ship any portion of the equipment included in this Agreement and invoice Customer for such partial shipment. 6 DELAYS- In the event Carrer is dolayed In manufacturing, shipping cr delivery by causes beyond the control and without the fault or nogligense of Carrier, including but not restricted to acts of God, acts of 2 public enemy, acts of governmant, acis of tarvorism, fires, floods, epidemics, quarantine restrictions, freight embargoes, supplier delays, sirikes, or labor difficulties, Carrier agrees to notify Customer in wrillng as soon as practicable of the causes of such delay and Carrier 2he| ure be aio fo an axtansion e he Bre equeent the curation of any such delay and a reasonable time in which to recover from said delay to resume production. 7. WARRANTY- Carrier warrants that all equipment manufacturod by Carrior Corporation and all Cartier equipment, parts or components supplied hereunder will bo fraa from defects in material and workmanship. Carrier shall at fis option repair or replace, F.0.B. point of sale, any equipment, part or component sold by Carter and

nents supplied hereunder will bo fraa from defects in material and workmanship. Carrier shall at fis option repair or replace, F.0.B. point of sale, any equipment, part or component sold by Carter and datermined to be defective within one (1) year from the date of inital operation or eightaen (18) months from date of shipment, whichever is earlier. Carrier does not warrant products nat manufactured by Carrier Corporation, but it does pass an to Customer any available manufacturer's warranty for those products. Carrier warrants that all service provided by Carrier hereundor shall be parformad in a wortmanlike manner. In the event any such service Is determined to bo defective within ninety (20) days of completion of that service, Cariler shell at its option ra-porform ot issue a credit for such service, Carrier's obligation to repair or replace any defective equipment, parts or components during the warranty period shall he Customer's exclusive remedy, Carrier shall not be responsible for labor charges for removal cr reinstallation of defective equipment, parts or components, for charges for transportation, handling and shipping or refrigerant loss, ar for repairs or replacement of such equipment, parts or components, required as a consequence of fauily Installation, misapplication, vandalism, abuse, exposure to chemicals, improper servicing, unauthorized alteration or improper operation by persons other than Carrier, THIS WARRANTY |S GIVEN IN LIEU OF ALL_OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, 8. WORKING HOURS~ All services performed under this Agreement including major repairs, are to be provided during Canier’s normal working hours unless otherwise agreed. 9, ADDITIONAL SERVICE- Sarvices or parts requested by Customer in addition to those specified In this Agreement will be provided upon recoipt of Customer's written authorization and invoiced al Carrier's prevailing labor rates and paris charges. Additional services or parts shall be supplied under the torms of this, Agreement, 40. CUSTOMER RESPONSIBILITIES (Service Gontracts only) - Customer shall: Provide safe and reasonable equipment access and a safe work envircnment, Permit accass to Customer site, and use of building services including but riot limited to: water, clovators, receiving dock

Provide safe and reasonable equipment access and a safe work envircnment, Permit accass to Customer site, and use of building services including but riot limited to: water, clovators, receiving dock faclities, electrical service and local telephone service. Keep areas adjacent to equipment free of extraneous material, mova any stock, fixtures, walls of parttions that may be necessary to perform the specified service. Promptly nolify Carrier of ary unusual operating conditions. Upon agreement of @ timely mutual schedule, allow Cartier to stop and etart equipment necessary to perform service. Provide adequate water treatment. Provide the dally routine equipment operatlon (if nat part of this Agreamant) including avallability of routine equipment log readings. ‘Where Cartier’s remote monitoring service is provided, provide and maintatn a telephone ling with long distance direct dial and answer capability. Operate the equipment properly ard in accordance with instructions, Promptly address any issues that arise related to mold, fungi, mildew or bacteria. Identify and label any asbestos containing material that may ¢ present, The customer will provide, in waiting, prior to the start of a Job, a signed statement regarding the absence er presence of asbestos for any job where the building or the equipment to be servioed is clder than 1981, Should this decument stata that no asbestos is present, the customer will also provide in writing the method used te determine the absence of asbostos. 11. EXGLUSIONS- Carrler is nol responsible for items nat normally subject te mechanical maintenance Including but not ined to: duct work, casings, cabinets, fixtures, structural supsors, grillage, water plaing, steam pising, drain piping, cooling tower ‘il, bailer tubes, boiler refractory, disconnect switches end circuit breakers. Carrier Is no: responsible for repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled cal's or emergency calls, any of which may be necessitated by negligent aperation, abuse, misuse, prior improper maintenance, vendalism, ebsolescence, building systen design, damage due to freezing weather, chemicaVelectrochemical attack, carrosion, erosion, deterioration due to unusval wear and tear, any damage related fo the presence of mold, fungi, mildew, or bacteria, damage caused by power reductions or fallures or any

cal attack, carrosion, erosion, deterioration due to unusval wear and tear, any damage related fo the presence of mold, fungi, mildew, or bacteria, damage caused by power reductions or fallures or any other cause beyond Casrler’s control, Cartier shall not be requirad to perform tests, install any itams of equipment or make modifications that may be recommended or directed by insurance companies, government, state, municipal or other authority, However, in the event any such recommendations occur, Carter, at its oplion, may submit 2 proposal for Customer's consideration in additien to this Agreement Carrier shail not 9 required lo repair or replace equipment thet has not baen properly maintainod 12, EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service Contracts only) — Upon the Inial scheduled operating anc/or initial annual stop inspection, should Carrier determine the nead for repairs er replacament, Carriar wil provide Customer in writing an ‘equioment condition’ report including recommendations for corrections and the price for repairs in addition to this Agrocment. in ine event Carer recommends certain services (that are not included herein or upon initial ingpection) and |f Customer coes nat elect to have such servicas property performad In a timely fashion, Carrier shall not be responsible for any equipment or contrat failures, operability or any long-term damage that may result, Carrier at ts ootion wil elther continue to maintain equipment and/or controls to the best of its abilty, without any raspansibilly, or remove such equipment from this Agreement, adjusting the price accordingly. 13. PROPRIETARY RIGHTS {Sarvice Contracts only)- During the term of this Agreement and in combination with certain sorvicas, Carrier may elect to install, attach to Customer equipment, or provide portable davices (hardware andlor software) that shall remain the personel proprietary property of Carrier. No devices installed, attached to real property or portable device(s) shall become a fixture of the Customer locations. Customer shall not acquire any intorost, title or equity ia any hardware, so‘tware, processes, and other intellectual or proprietary rights fo devices that ara used in connection with provicing service on Customer equiomont. 44, LIMITATION OF LIABILITY- Under no circumstances shall Cerrier be llable for any Incidental, spacial or consequential damages,

t ara used in connection with provicing service on Customer equiomont. 44, LIMITATION OF LIABILITY- Under no circumstances shall Cerrier be llable for any Incidental, spacial or consequential damages, Including loss of revenue, loss of use of equipment or facilis, or economic damages based on strict lablity or negligence. Carriar shall be liable for damago to property, other than equipment piovided under this Agreement, and to persons, to the extent that Carrier's nogigenl acts or omissions dlrectly contributed to such injury or property damage. Carrier's maximum liability for any reason (except for personal injuries) shell consist o7 tho refunding of all moneys pald by Customer to Carer under this Agreemont. 415, CANCELLATION- Customer may cancel this Agreement only with Carrier's prior writlen consent, and upon payment of raasonable cancellation charges. Such charges shail lake inte account costs and expenses incurred, and purchases or contract commitments made by Carrier and all other losses due to the cancellation Including a reasonable profit, 46. CUSTOMER TERMINATION FOR CARRIER NON-PERFORMANCE - Customer shall have the right to terminate this Agreement for Carrier's non-performance provided Carrier fails to cure such non-performance within 30 days afer having been given prior written notice of the non-performance. Upon early termination or expiration of this Agreement, Cartier shall have free access to enter Customer locations to disconnect and remove any Cartiar personal proprietary property or devices as well as remove any and all Carrier-owned parts, tools and personal properly. Additionally, Customer agrees to pay Cartier for all incurred but unamortized service costs performed by Carriar including ovarhoads and a reasonable profit. 17, CARRIER TERMINATION - Camier reserves the right to discontinue its sorvica any time payments have not been made es agreed or if alterations, additions or repairs are made to equlomant during the term of this Agreoment oy others without prior agracment between Customer and Carrer. 48. CLAIMS- Any suits arising ‘tom the performance or nenperformance of this Agreement, whether besed upon contract, negligence, and strict lability or otherwise, shall be brought within one (1) year from the date the alaim arose. 19, GOVERNMENT PROCUREMENTS- The comporants, equipment and services provided by Carrier are "commercial

rict lability or otherwise, shall be brought within one (1) year from the date the alaim arose. 19, GOVERNMENT PROCUREMENTS- The comporants, equipment and services provided by Carrier are "commercial items! as defined In Seotion 2.101 of the Federal Acquisition Regulations ("FAR"), and the prices ef such components, equipment and services are based on Carrier's commercial pricing policies and practicos (which do not consider any special requirements of U.S, Governmant cost principles, FAR Part 31, or any similar procurement regulations). As such, Carrler will nol agree to provide Page 3 of 4