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Harris - RTU upsize July 23 2020
<br />TERMS AND CONDITIONS - COMMERCIAL EQUIPMENT
<br />"Company" shall mean Trane U.S. Inc. dba Trane.
<br />1. Acceptance. These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the "Agreement")
<br />resulting from Company's proposal (the "Proposal") for the sale of the described 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, Customer's order shall be deemed "acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is
<br />expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by
<br />Company with Company's terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as
<br />Company's counter-offer to 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. Customer's 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 its 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. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"),
<br />available at https://www.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall
<br />apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms.
<br />3. 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 />4. Pricing and Taxes. Following acceptance without addition of any other terms and 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 subject 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, license, 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 of Customer.
<br />5. Delivery and Delays. Delivery dates are approximate and not guaranteed. Company 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 />6. Performance. Company shall be obligated to furnish only the Equipment described 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 Proposal, 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 rejected by Customer, Company will have the right to cure within a
<br />reasonable time after notice thereof by substituting a conforming tender whether or not the time for performance has passed.
<br />7. 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 obligation 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; sabotage; 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 government in any manner that diverts either the material or the finished
<br />product to the direct or indirect benefit of the government.
<br />8. 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 material 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; modifications 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; commissioning by a party other than Company; unusual physical or electrical
<br />or mechanical stress; operation with any accessory, equipment or part not specifically approved by Company; refrigerant not supplied by Company;
<br />and/or lack of proper maintenance as recommended by Company. Company shall not be obligated to pay for the cost of lost refrigerant or lost product.
<br />Company's obligations and liabilities under this Warranty are limited to furnishing replacement equipment or parts, at its option, FCA (Incoterms 2000)
<br />factory or warehouse (f.o.b. factory or warehouse for US domestic purposes) at Company -designated shipping point, freight -allowed to Company's
<br />warranty agent's stock location, for all non -conforming Company -manufactured Equipment (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, OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS
<br />FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS,
<br />BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS)
<br />(COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF,
<br />SERVICES OR OTHERWISE. IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR
<br />INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, ANY
<br />COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES
<br />THERETO. No warranty liability whatsoever shall attach to Company until Customer's complete order has been paid for in full and Company's liability
<br />under this Warranty shall be limited to the purchase price of the Equipment shown to be defective. Additional warranty protection is available on an
<br />extra -cost basis and must be in writing and agreed to by an authorized signatory of the Company. EXCEPT FOR COMPANY'S WARRANTY
<br />EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTIES, EXPRESS
<br />OR IMPLIED CONCERNING ITS PRODUCTS, EQUIPMENT OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
<br />FLD = Furnished by Trane U.S. Inc. db e / Equipment Proposal
<br />Installed by Others aw
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