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Harris - RTU upsize July 23, 2020
<br />Customer may return rejected Equipment, transportation charges prepaid, for replacement. Company may charge Customer any costs resulting from
<br />the testing, handling, and disposition of any Equipment returned by Customer which are not found by Company to be nonconforming. All Equipment
<br />damaged during shipment and all claims relating thereto must be made with the freight carrier in accordance with such carrier's policies and
<br />procedures. Claims for Equipment damaged during shipment are not covered under the warranty provision stated herein.
<br />19. Export Laws. The obligation of Company to supply Equipment under this Agreement is subject to the ability of Company to supply such items
<br />consistent with applicable laws and regulations of the United States and other governments. 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 sole discretion determines that performance of the transaction to
<br />which such order relates would violate any such applicable law or regulation. Customer will pay all handling and other similar costs from Company's
<br />factories including the costs of freight, insurance, export clearances, import duties and taxes. 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 the 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 />20. General. Except as provided below, to the maximum extent provided by law, this 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 />shipped within Canada, without regard to its conflict of law principles that might otherwise call for the application of a different state's or province's law,
<br />and not including the United Nations Convention on Contracts for the International Sale of Goods. Any action or suit arising out of or related to this
<br />Agreement must be commenced within one year after the cause of action has accrued. To the extent the Equipment is being used at a site owned
<br />and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common
<br />law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government. This
<br />Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings,
<br />commitments or agreements, oral or written, related to the subject matter hereof. This Agreement may not be amended, modified or terminated
<br />except by a writing signed by the parties hereto. No documents shall be incorporated herein by reference except to the extent Company is a signatory
<br />thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of
<br />this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is
<br />not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title
<br />or interest herein, without the written consent of the Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit
<br />of Customer's permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be
<br />deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several
<br />counterparts shall suffice as an original.
<br />21. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246,
<br />as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations
<br />contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250 Executive Order
<br />13496 and Section 29 CFR 471, appendix A to subpart A, regarding the notice of employee rights in the United States and with Canadian Charter of
<br />Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in
<br />Canada.
<br />22. U.S. Government Work.
<br />The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that Equipment ordered and
<br />delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company
<br />agrees to be bound only by those Federal contracting clauses that apply to "commercial" suppliers and that are contained in FAR 52.212-5(e)(1).
<br />The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company
<br />accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the sale of the
<br />Equipment is in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete
<br />information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small
<br />Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and
<br />performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a
<br />true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written
<br />communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to
<br />any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and
<br />approval from Company prior to providing any government official any information about Company's performance of the work that is the subject of the
<br />Proposal or this Agreement, other than the Proposal or this Agreement.
<br />23. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer,
<br />whether acting in its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents,
<br />successors, and assigns: (1) hereby provides this limited waiver of its sovereign immunity as to any damages, claims, lawsuit, or cause of action
<br />(herein "Action") brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service
<br />under this Agreement, whether such Action is based in contract, tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and
<br />venue for any such Action shall be proper and valid (a) if Customer is in the U.S., in any state or United States court located in the state in which
<br />Company is performing this Agreement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was
<br />performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue; (4) waives any requirement of exhaustion of tribal
<br />court or administrative remedies for any Action arising out of or related to this Agreement; and (5) expressly acknowledges and agrees that Company
<br />is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal
<br />court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other
<br />obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to
<br />provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable
<br />in accordance with its terms.
<br />1-26.130-4 (0720)
<br />Supersedes 1-26.130-4 (0620)
<br />FLD = Furnished by Trane U. S. Inc. dblMne / Equipment Proposal
<br />Installed by Others
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