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SIEMENS
<br /> TERMS AND CONDITIONS OF SALE (Contract Sales)
<br /> 1 . REMITTANCES All invoices shall be due and payable upon receipt in United States currency, free of exchange, or any other charges,
<br /> or as
<br /> otherwise agreed upon and set forth in writing by Siemens Building Technologies, Inc. (hereinafter called "Seller"). The Customer, if so requested
<br /> agrees to furnish Seller with all information including financial statements, necessary to make a proper credit appraisal. Refusal to supply information
<br /> may cause this proposal to be withdrawn. Terms of payment originally granted are subject to the approval of continued credit status. Prices are
<br /> subject to correction for error.
<br /> 2. PROPOSALS Proposals are based upon straight-time labor. Any request by the Customer for overtime work shall be considered an extra. This
<br /> proposal expires 30 days after its date, subject to the provisions of the first sentence of the paragraph below entitled "Acceptance of Terms"
<br /> 3. PROGRESS PAYMENTS Seller reserves the right to invoice Customer monthly as the work progresses, for all materials delivered to the job site or
<br /> to an off-site facility and for all work performed on-site and off-site. Engineering, drafting and other mobilization costs incurred prior to installation
<br /> shall be included in Sellers initial invoice and be equal to fifteen percent (15%) of the contract price. Invoices are due upon receipt by Customer.
<br /> If
<br /> the Customer becomes overdue in any progress payment, Seller shall be entitled to suspend work, shall be entitled to interest at the annual rate of
<br /> 18% or the maximum permitted by the State of Illinois; and also to avail itself of any other legal remedies. Seller shall also be entitled to interest
<br /> on
<br /> all amounts retained by Customer from progress payments or otherwise. Customer agrees that he will pay and/or reimburse Seller for any and all
<br /> reasonable attorneys fees which are incuned by Seller in the collection of amounts due and payable hereunder.
<br /> 4. CANCELLATION AND SUSPENSION Any contract resulting from this proposal is subject to cancellation or instructions to suspend work by the
<br /> customer only upon agreement to pay Seller adjustment charge.
<br /> 5. TAXES The amount of any future sales, use, occupancy, excise, or other tax, federal, state, or local which Seller hereafter shall be obligated legally
<br /> to pay, either on its own behalf of the Customer or otherwise, with respect to the material covered by this proposal, shall be added to such prices and
<br /> paid by the Customer.
<br /> 6. LOSS, DAMAGE OR DELAY Seller shall not be liable for any loss, damage, or delay occasioned by any causes beyond Sellers control, including,
<br /> but not limited to, governmental actions or orders, embargoes, strikes, differences with workmen , fires, floods, accidents, or transportation delays. IN
<br /> NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES.
<br /> 7. WARRANTY Seller warrants that the equipment manufactured and services furnished by it and covered by this proposal are free from defects in
<br /> material and workmanship under normal use and service and, without charge, equipment found to be so defective in material or workmanship will be
<br /> repaired or replaced, if written notice of failure is received by Seller within one (1 ) year after date of installation, provided said equipment has been
<br /> operated in accordance with Seller's instructions and provided such defects are not due to abuse , fire or decomposition by chemical or galvanic
<br /> action . THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES , GUARANTEES, OR REPRESENTATIONS,
<br /> EXPRESS OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
<br /> Seller assumes no responsibility for repairs made on Seller's equipment unless done by Seller's authorized personnel, or by written authority from
<br /> Seller. Seller makes no guarantee with respect to material not manufactured by it.
<br /> 8. PURCHASER'S REMEDIES The Customer's remedies with respect to equipment found to be defective in material or workmanship shall be limited
<br /> exclusively to the right of repair or replacement of such defective equipment. IN NO EVENT SHALL SELLER BE LIABLE FOR CLAIMS (BASED
<br /> UPON BREACH OF IMPLIED WARRANTY) FOR ANY OTHER DAMAGES, WHETHER DIRECT, IMMEDIATE, FORESEEABLE,
<br /> CONSEQUENTIAL, OR SPECIAL OR FOR ANY EXPENSES INCURRED BY REASON OF THE USE OR MISUSE OF EQUIPMENT WHICH DOES
<br /> OR DOES NOT CONFORM TO THE TERMS AND CONDITIONS OF ANY CONTRACT RESULTING FROM THIS PROPOSAL.
<br /> 9. PATENT INFRINGEMENT Seller will hold its Customer and the Owner harmless from infringement of any United States patent covering equipment
<br /> of its manufacture. This, of necessity, is limited to the equipment per se and cannot be extended to applications of such equipment in a system,
<br /> except in writing by an officer of Seller. The Customer and Owner shall advise Seller immediately in the event any claims of infringement are brought
<br /> to their attention.
<br /> 10. GOVERNING LAW ,Any contract resulting from this proposal shall be governed by, construed, and enforced in accordance with the laws of the State
<br /> of Illinois.
<br /> 11 . CERTIFICATION The person whose signature appears on the attached hereof hereby certifies that, to his best knowledge and belief, the annexed
<br /> bid is not the result of any agreement, arrangement or understanding between the Seller and any other manufacturer or seller of automatic
<br /> temperature control systems and that the prices, terms or conditions thereof have not been communicated by or on behalf of the Seller to any such
<br /> person and will not be communicated to any such person prior to the official opening of said bid.
<br /> ACCEPTANCE OF TERMS This proposal shall become a binding contract between the Customer and Seller when accepted in writing by the
<br /> 12 Customer. Such acceptance shall be with mutual understanding that the terms and conditions of this proposal are a part thereof with the same effect
<br /> as though signed by both parties named herein and shall prevail over any inconsistent provision of said order.
<br /> No waiver, alteration, or modification of the terms and conditions on this and the attached hereof shall be binding unless in writing and signed by
<br /> an
<br /> 13 authorized representative of Seller.
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<br /> Siemens Building Technologies, Inc.
<br /> 2969 SW 42ntl Avenue Tel: (772) 419-2820
<br /> Palm City, Florida 34990 Fax: (772) 223-7130
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