126-22 Exhibit.pdf

i Hl 18. LIMITATION OF LIABILITY - Carrict’s maximum liability for any reason (except for personal injuries) arising from this Agreement shall not exceed the value of the payments received by Carrier under this Agreement, 19. CANCELLATION - Customer may cancel this Agreement only with Carriet’s prior written consent, and upon payment of reasonable cancellation charges, Such changes shall take into account costs and expenses incurred, and purchases or contract commitments made by Cartier and all other losses due to the cancellation incliding a reasonable profit. 20. CUSTOMER TERMINATION FOR CARRIER NON- PERFORMANCE - Customer shell have the right to terminate this Agreement for Carrier’s non-performance provided Cartier fails to cure such non-perforrmance within thirty (30) days after having been given prior written notice of the non-performance. Upon early termination or expiration of this Agreement, Carrier shall have free access to enter Customer locations fo disconnect and remove any Carrier personal proprictary property or devices as well as remove any and all Ca:zier-owned parts, tools and personal property, Additionally, ‘Customer agrees to pay Carrier for all incurred but usamortized service costs performed by Carrier including overheads and a reasonable profit. 21. CARRIER TERMINATION + Carrier reserves the right to discontinue its service any time payments have not been made as agreed of if alterations, additions or repaits are made to equipment during the term of this Agreement by others without prior agreement between Customer and Carrier. 22, CLAIMS - Any Inwsuits arising fiom the performance or nonperformance of this Agieement, whether based upon contract, negligence, strict liability or otherwise, shall be brought within one (1) year trom the date the claim arose. 23, GOVERNMENT PROCUREMENTS ~ The components, equipment and services provided by Cartier are “commercial items” as defined in Section 2,101 of the Federal Acquisition Regulations ("FAR"), and the prices of such components, equipment and services are hased on Carrier's commexoial pricing policies and practices (which do not consider any special requirements of U.S. Government cost principles, FAR Patt 31, or any similar procurement regulations). As such, Cartier will not agree lo provide or certify cost or pricing data, nor will Cartier agree to comply with the Cost Accounting

principles, FAR Patt 31, or any similar procurement regulations). As such, Cartier will not agree lo provide or certify cost or pricing data, nor will Cartier agree to comply with the Cost Accounting Standards (CAS). In addition, no government procurement regulations, such as FARs of DFARs, shall apply to this Agreement except those regulations expressly accepted in writing by Carrier. 24, HAZARDOUS MATERIALS - Carrier is not responsible for the identification, dotection, abatement, encapsulating or removal of asbestos, products or materials containing asbestos, similar hazardous substances, ot mold, timgi, mildew, or bacteria, If Cartier encounters any asbestos or other hazardous material while performing this Agrocment, Carrier may suspend its work and remove its employees Terms and Conditions of Sale ~ Equipment and/or Service 021022 from the project, until such material and any hazards associated with it axe abated. The time for Carrier’s performance shall be extended accordingly, and Carrier shall be compensated for the delay. 25, WASTE DISPOSAL - Customer is wholly responsible for the removal and proper disposal of waste oil, reftigerant and any other ‘material generated during the term of this Agreement, 26, SUPERSEDURE, ASSIGNMENT and MODIFICATION - This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous or contemporancous, oral or written, statements. Customer may assign this Agreement only with Cantier’s prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both patties, Orders shell be binding upon Carrier when accepted in writing by an authorized representative of Carrier, CARRIER’S ACCEPTANCE OF CUSTOMER'S ORDER IS CONDITIONED UPON CUSTOMER'S ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH HEREIN (THIS “AGREEMENT”) AND CUSTOMER'S AGREEMENT TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. THIS AGREFMENT AND ALL REFERENCED ATTACHMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN.CARRIER AND CUSTOMER, AND NO AMENDMENT OR MODIFICATSON SHALL BE BINDING ON CARRIER UNLESS SIGNED BY AN OFFICER OR AUTHORIZED EMPLOYEE OF CARRIER. THE FAILURE OF CARRIER TO OBJECT TO PROVISIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER SHALL NOT BE CONSTRUED AS A WAIVER BY CARRIER OF THE TERMS IN THIS AGREEMENT OR AN ACCEPTANCE OF ANY

RE OF CARRIER TO OBJECT TO PROVISIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER SHALL NOT BE CONSTRUED AS A WAIVER BY CARRIER OF THE TERMS IN THIS AGREEMENT OR AN ACCEPTANCE OF ANY OF CUSTOMER'S PROVISIONS. ANY CONFLICTING OR ADDITIONAL ‘TERMS OR CONDITIONS SET FORTH BY CUSTOMER IN A PURCHASE ORDER OR OTHER DOCUMENT SHALL NOT BE BINDING UPON CARRIER, AND CARRIER HEREBY EXPRESSLY OBJECTS THERETO. 27. CUSTOMER CONSENT - Customer consents and agrees that Carrie: may, from time to time, publicize Carrier related projeots with Customer, including the value of such projects, in all forms and media for advertising, trade, ancl any other lawful purposes. 28, FOR WORK BEING PERFORMED IN CALIFORNIA - Contractors are required by lnw to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged! violation, ‘A complaint regarding a latent act or omission pertaining to siruetural defects mustbe filed within 10 yeas of the date of the alleged violation. ‘Any questions concerning a contractor may bereferred to the Registrar, Contactors’ State License Board, P.O. Box 26000, Sacramento, California 95826. Carrier Corporation 5