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RT#7178 Zephyrhills FL RTU 2 December 10,2019
<br /> TERMS AND CONDITIONS- COMMERCIAL EQUIPMENT
<br /> "Company"shall mean Trane Canada ULC for sales In Canada and Trane U.S.Inc.for sales in the United States.
<br /> 1. Acceptance. These terms and conditions are an integral part of Company's ffer and form the basis of any agreement(the"Agreement")
<br /> resulting from Company's proposal(the"Proposal")for the sale of the descri ed commercial equipment and any ancillary services(the
<br /> "Equipment"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.The Proposal is subject to
<br /> acceptance in writing by the party to whom this offer is made or an authorized agent `Customer")delivered to Company within 30 days from the date
<br /> of the Proposal. If Customer accepts the Proposal by placing an order,without the addition of any other terms and conditions of sale or any other
<br /> modification, Customers order shall be deemed acceptance of the Proposal subj ct to Company's terms and conditions. If Customers order is
<br /> expressly conditioned upon Company's acceptance or assent to terms and/or condit ons other than those expressed herein, return of such order by
<br /> Company with Company's terms and conditions attached or referenced serves a Company's notice of objection to Customers terms and as
<br /> Company's counter-offerto provide Equipment in accordance with the Proposal and the Company's terms and conditions. If Customer does not reject
<br /> or object in writing to Company within 10 days, Company's counter-offer will be deemed accepted. Customers acceptance of the Equipment will in
<br /> any event constitute an acceptance by Customer of Company's terms and conditions. This Agreement is subject to credit approval by Company.
<br /> Upon disapproval of credit, Company may delay or suspend performance or, at i option, renegotiate prices and/or terms and conditions with
<br /> Customer. If Company and Customer are unable to agree on such revisions,this Agreement shall be cancelled without any liability.
<br /> 2. Title and Risk of Loss. All Equipment sales with destinations to Canada or the U.S. shall be made as follows: FOB Company's U.S.
<br /> manufacturing facility or warehouse(full freight allowed).Title and risk of loss or damage to Equipment will pass to Customer upon tender of delivery
<br /> of such to carrier at Company's U.S.manufacturing facility or warehouse.
<br /> 3. Pricing and Taxes. Following acceptance without addition of any other terms a d condition of sale or any other modification by Customer,the
<br /> prices stated are firm provided that notification of release for immediate production and shipment is received at Company's factory not later than 3
<br /> months from order acceptance. If such release is received later than 3 months from order acceptance date,prices will be increased a straight 1%(not
<br /> compounded)for each 1 month period(or part thereof)beyond the 3 month firm price period up to the date of receipt of such release. If such release
<br /> is not received within 6 months after the date of order acceptance,the prices are su ject to renegotiation or at Company's option, the order will be
<br /> cancelled. Any delay in shipment caused by Customer's actions will subject prices to increase equal to the percentage increase in list prices during
<br /> that period of delay and Company may charge Customer with incurred storage fees. In no event will prices be decreased. The price of Equipment
<br /> does not include any present or future foreign,federal, state, or local property, Iicen e,privilege,sales, use,excise,value added,gross receipts or
<br /> other like taxes or assessments.Such amounts will be itemized separately to Customer,who will make prompt payment to Company. Company will
<br /> accept valid exemption documentation for such from Customer, if applicable.All prices include packaging in accordance with Company's standard
<br /> procedures. Charges for special packaging,crating or packing are the responsibility f Customer.
<br /> 4. Delivery and Delays. Delivery dates are approximate and not guaranteed. Cc mpany will use commercially reasonable efforts to deliver the
<br /> Equipment on or before the estimated delivery date will notify Customer if the estimated delivery dates cannot be honored, and will deliver the
<br /> Equipment and services as soon as practicable thereafter. In no event will Company be liable for any damages or expenses caused by delays in
<br /> delivery.
<br /> 5. Performance. Company shall be obligated to furnish only the Equipment describE d in the Proposal and in submittal data(if such data is issued in
<br /> connection with the order). Company may rely on the acceptance of the Proposal and in submittal data as acceptance of the suitability of the
<br /> Equipment for the particular project or location. Unless specifically stated in the Prop Dsal,compliance with any local building codes or other laws or
<br /> regulations relating to specifications or the location,use or operation of the Equipment is the sole responsibility of Customer. If Equipment is tendered
<br /> that does not fully comply with the provisions of this Agreement,and Equipment is rej cted by Customer,Company will have the right to cure within a
<br /> reasonable time after notice thereof by substituting a conforming tender whether or n t the time for performance has passed.
<br /> 6.Force Majeure. Company's duty to perform under this Agreement and the Equipment prices are contingent upon the non-occurrence of an Event
<br /> of Force Majeure. If the Company shall be unable to carry out any material obligatio under this Agreement due to an Event of Force Majeure,this
<br /> Agreement shall at Company's election(i)remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or
<br /> (ii) be terminated upon 10 days notice to Customer, in which event Customer shall pay Company for all parts of the Work furnished to the date of
<br /> termination. An"Event of Force Majeure"shall mean any cause or event beyond thE control of Company. Without limiting the foregoing,"Event of
<br /> Force Majeure"includes:acts of God;acts of terrorism,war or the public enemy;flood earthquake;tornado;storm;fire;civil disobedience;pandemic
<br /> insurrections; riots; labor/labour disputes; labor/labour or material shortages;sabots e; restraint by court order or public authority(whether valid or
<br /> invalid);and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations,permits,licenses,certificates or
<br /> approvals if not caused by Company;and the requirements of any applicable governm nt in any manner that diverts either the material or the finished
<br /> product to the direct or indirect benefit of the government.
<br /> 7. Limited Warranty. Company warrants the Equipment manufactured by Company for a period of the lesser of 12 months from initial start-up or 18
<br /> months from date of shipment,whichever is less, against failure due to defects in mat rial and manufacture and that it has the capacities and ratings
<br /> set forth in Company's catalogs and bulletins('Warranty"). Equipment manufactured by Company that includes required start-up and sold in
<br /> North America will not be warranted by Company unless Company performs the Equipment startup. Exclusions from this Warranty include
<br /> damage or failure arising from:wear and tear;corrosion,erosion,deterioration;modifi ations made by others to the Equipment;repairs or alterations
<br /> by a party other than Company that adversely affects the stability,or reliability of the Equipment;vandalism; neglect; accident; adverse weather or
<br /> environmental conditions;abuse or improper use;improper installation;commissioninil by a party other than Company;unusual physical or electrical
<br /> or mechanical stress;operation with any accessory,equipment or part not specificall approved by Company; refrigerant not supplied by Company;
<br /> and/or lack of proper maintenance as recommended by Company.Company shall not a obligated to pay forthe cost of lost refrigerant or lost product.
<br /> Company's obligations and liabilities under this Warranty are limited to furnishing repla ment equipment or parts,at its option, FCA(Incoterms 2000)
<br /> factory or warehouse(f.o.b.factory or warehouse for US domestic purposes)at Com)any-designated shipping point,freight-allowed to Company's
<br /> warranty agent's stock location, for all non-conforming Company-manufactured Equi ment(which have been returned by Customer to Company.
<br /> Returns must have prior written approval by Company and are subject to restocking charge where applicable.Equipment,material and/or parts that
<br /> are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer.
<br /> COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR I PLIED, REGARDING PREVENTION OF MOLD/MOULD,
<br /> FUNGUS,BACTERIA,MICROBIAL GROWTH,OR ANY OTHER CONTAMINATES. No warranty liability whatsoever shall attach to Company until
<br /> Customer's complete order has been paid for in full and Company's liability under this V arranty shall be limited to the purchase price of the Equipment
<br /> shown to be defective. Additional warranty protection is available on an extra-cost asis and must be in writing and agreed to by an authorized
<br /> signatory of the Company. EXCEPT FOR COMPANY'S WARRANTY EXPRESSLY SET FORTH HEREIN,COMPANY DOES NOT MAKE,AND
<br /> HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTIES, EXPRESS OR IMP IED CONCERNING ITS PRODUCTS, EQUIPMENT OR
<br /> SERVICES,INCLUDING,WITHOUT LIMITATION,ANY WARRANTY OF DESIGN,11 IERCHANTABILITY OR OF FITNESS FOR A PARTICULAR
<br /> PURPOSE,OR OTHERS THAT ARE ALLEGED TO ARISE FROM COURSE OF DE kLING OR TRADE.
<br /> 8. Indemnity. To the fullest extent permitted by law,Company and Customer shall in emnify,defend and hold harmless each other from any and all
<br /> claims,actions,costs,expenses,damages and liabilities,including reasonable attorne is'fees,resulting from death or bodily injury or damage to real
<br /> or personal property,to the extent caused by the negligence or misconduct of their rE spective employees or other authorized agents in connection
<br /> with their activities within the scope of this Agreement. Neither party shall indemnify tt e other against claims,damages,expenses or liabilities to the
<br /> extent attributable to the acts or omissions of the other party. If the parties are both al fault,the obligation to indemnify shall be proportional to their
<br /> relative fault.The duty to indemnify will continue in full force and effect,notwithstandin the expiration or early termination hereof,with respect to any
<br /> claims based on facts or conditions that occurred prior to expiration or termination.
<br /> FLD=Furnished by Trane U.S.Inc./Installed by Equipment Proposa Page 6 of 8
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