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RT47178 Zephyrhills FL RTU 2 December 10,2019
<br /> 9. Insurance. Upon request, Company will furnish evidence of its standard insurance coverage. If Customer has requested to be named as an
<br /> additional insured under Company's insurance policy,Company will do so but only subject to Company's manuscript additional insured endorsement
<br /> under its primary Commercial General Liability policies. In no event does Company Naive any rights of subrogation.
<br /> 10. Customer-Breach.'Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right,without an
<br /> election of ramedies,to terminate this Agreement, require payment prior to shippin ,or suspend performance by delivery of written notice: (1)Any
<br /> failure by Customer to pay amounts when due; or(2)any general assignment by C istomer for the benefit of its creditors, or if Customer becomes
<br /> bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debt rs,or makes or proposes to make any proposal or arrangement
<br /> with creditors,or if any steps are taken for the winding up or other termination of Cu tomer or the liquidation of its assets,or if a trustee,receiver,or
<br /> similar person is appointed over any of the assets or interests of Customer;(3)Any epresentation or warranty furnished by Customer in connection
<br /> with this Agreement is false or misleading in any material respect when made;or(4)Any failure by Customer to perform or comply with any material
<br /> provision of this Agreement. Customer shall be liable to the Company for all Equipm nt furnished and all damages sustained by Company(including
<br /> lost profit and overhead).
<br /> 11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRA Y, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY
<br /> SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE OR EX MPLARY DAMAGES (INCLUDING WITHOUT LIMITATION
<br /> REFRIGERANT LOSS,BUSINESS INTERRUPTION,LOST DATA, LOST REVEN E,LOST PROFITS)EVEN IF A PARTY HAS BEEN ADVISED
<br /> OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESE ABLE AND REGARDLESS OF WHETHER THE CAUSE OF
<br /> ACTION IS FRAMED IN CONTRACT, NEGLIGENCE,ANY OTHER TORT,WARR NTY,STRICT LIABILITY, OR PRODUCT LIABILITY). In no
<br /> event will Company's liability in connection with the provision of products o services or otherwise under this Agreement exceed the
<br /> entire amount paid to Company by Customer under this Agreement.
<br /> 12. Nuclear Liability.In the event that the Equipment sold hereunder is to be used i i a nuclear facility,Customer will,prior to such use,arrange for
<br /> insurance or governmental indemnity protecting Company against all liability and here oy releases and agrees to indemnify Company and its suppliers
<br /> for any nuclear damage, including loss of use, in any manner arising out of a nuclea incident,whether alleged to be due, in whole or in part to the
<br /> negligence or otherwise of Company or its suppliers.
<br /> 13. Intellectual Property; Patent Indemnity. Company retains all ownership, license and other rights to all patents,trademarks,copyrights,trade
<br /> secrets and other intellectual property rights related to the Equipment,and,except for the right to use the Equipment sold,Customer obtains no rights
<br /> to use any such intellectual property.Company agrees to defend any suit or proceedi g brought against Customer so far as such suit or proceeding is
<br /> solely based upon a claim that the use of the Equipment provided by Company constitutes infringement of any patent of the United States of America,
<br /> provided Company is promptly notified in writing and given authority, information and assistance for defense of same. Company will, at its option,
<br /> procure for Customer the right to continue to use said Equipment,or modify it so that it becomes non-infringing,or replace same with non-infringing
<br /> Equipment, or to remove said Equipment and to refund the purchase price. The oregoing will not be construed to include any Agreement by
<br /> Company to accept any liability whatsoever in respect to patents for inventions including more than the Equipment furnished hereunder,or in respect
<br /> of patents for methods and processes to be carried out with the aid of said Equipment The provision of Equipment by Company does not convey any
<br /> license, by implication, estoppel, or otherwise, under patent claims covering combinations of said Equipment with other devices or elements.The
<br /> foregoing states the.entire liability of Company with regard to patent infringement.Notwithstanding the provisions of this paragraph,Customerwill hold
<br /> Company harmless against any expense or loss resulting from infringement of pa ents or trademarks arising from compliance with Customer's
<br /> designs or specifications or instructions.
<br /> 14. Cancellation. Equipment is specially manufactured in response to orders.An or er placed with and accepted by Company cannot be delayed,
<br /> canceled, suspended, or extended except with Company's written consent and upon written terms accepted by Company that will reimburse
<br /> Company for and indemnify Company against loss and provide Company with a reasonable profit for its materials, time, labor, services, use of
<br /> facilities and otherwise.Customer will be obligated to accept any Equipment shipped,tendered for delivery or delivered by Company pursuant to the
<br /> order prior to any agreed delay,cancellation,suspension or extension of the order. Ar y attempt by Customer to unilaterally revoke,delay or suspend
<br /> acceptance for any reason whatever after it has agreed to delivery of or accepted a iy shipment shall constitute a breach of this Agreement. For
<br /> purposes of this paragraph,acceptance occurs by any waiver of inspection,use or possession of Equipment,payment of the invoice,or any indication
<br /> of exclusive control exercised by Customer.
<br /> 15. Invoicing and Payment. Equipment shall be invoiced to Customer upon tender c f delivery thereof to the carrier.Customer shall pay Company's
<br /> invoices within net 30 days of shipment date. Company reserves the right to add to any account outstanding for more than 30 days a service charge
<br /> equal to the lesser of the maximum allowable legal interest rate or 1.5%of the princip I amount due at the end of each month. Customer shall pay all
<br /> costs(including attorneys'fees)incurred by Company in attempting to collect amoun s due and otherwise enforcing these terms and conditions. If
<br /> requested, Company will provide appropriate lien waivers upon receipt of payment. Company may at any time decline to ship,make delivery or
<br /> perform work except upon receipt of cash payment,letter of credit,or security,or upon ther terms and conditions satisfactory to Company.Customer
<br /> agrees that,unless Customer makes payment in advance,Company will have a purchi ise money security interest in all Equipment to secure payment
<br /> in full of all amounts due Company and its order for the Equipment,together with thes terms and conditions,form a security agreement(as defined
<br /> by the UCC in the United States and as defined in the Personal Property Security Act ii Canada).Customer shall keep the Equipment free of all taxes
<br /> and encumbrances,shall not remove the Equipment from its original installation point and shall not assign or transfer any interest in the Equipment
<br /> until all payments due Company have been made. The purchase money security interest granted herein attaches upon Company's acceptance of
<br /> Customer's order and on receipt of the Equipment described in the accepted Proposa but prior to its installation. The parties have no agreement to
<br /> postpone the time for attachment unless specifically noted in writing on the accepted order. Customer will have no rights of set off against any
<br /> amounts,which become payable to Company under this Agreement or otherwise.
<br /> 16.Claims. Company will consider claims for concealed shortages in shipments or rejections due to failure to conform to an order only if such claims
<br /> or rejections are made in writing within 15 days of delivery and are accompanied by ti ie packing list and, if applicable,the reasons in detail why the
<br /> Equipment does not conform to Customer's order. Upon receiving authorization and shipping instructions from authorized personnel of Company,
<br /> Customer may return rejected Equipment,transportation charges prepaid,for replacen ent. Company may charge Customer any costs resulting from
<br /> the testing,handling,and disposition of any Equipment returned by Customer which a e not found by Company to be nonconforming.All Equipment
<br /> damaged during shipment and all claims relating thereto must be made with the eight carrier in accordance with such carrier's policies and
<br /> procedures.Claims for Equipment damaged during shipment are not covered under tt e warranty provision stated herein.
<br /> 17. Export Laws. The obligation of Company to supply Equipment under this Agree ent is subject to the ability of Company to supply such items
<br /> consistent with applicable laws and regulations of the United States and other goverr ments. Company reserves the right to refuse to enter into or
<br /> perform any order,and to cancel any order,under this Agreement if Company in its so a discretion determines that performance of the transaction to
<br /> which such order relates would violate any such applicable law or regulation. Custom r will pay all handling and other similar costs from Company's
<br /> factories including the costs of freight,insurance,export clearances,import duties and laxes.Customer will be"exporter of record"with respect to any
<br /> export from the United States of America and will perform all compliance and logistics functions in connection therewith and will also comply with all
<br /> applicable laws,rules and regulations.Customer understands that Company and/or th B Equipment are subject to laws and regulations of the United
<br /> States of America which may require licensing or authorization for and/or prohibit export, re-export or diversion of Company's Equipment to certain
<br /> countries,and agrees it will not knowingly assist or participate in any such diversion or other violation of applicable United States of America laws and
<br /> regulations.Customer agrees to hold harmless and indemnify Company for any damages resulting to Customer or Company from a breach of this
<br /> paragraph by Customer.
<br /> 18. General. Except as provided below,to the maximum extent provided by law,thiE Agreement is made and shall be interpreted and enforced in
<br /> accordance with the laws of the state of New York for Equipment shipped to a U.S. location and the laws of the province to which Equipment is
<br /> FLD=Furnished by Trane U.S.Inc./Installed by Equipment Proposal Page 7 of 8
<br /> Others
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