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IRC - Sebastian Corners May 9, 2018
<br />TERMS AND CONDITIONS — COMMERCIAL INSTALLATION
<br />"Company" shall mean Trane U.S. Inc..
<br />1. Acceptance; Agreement. 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 commercial goods andlor services described (the "Work"). COMPANY'S TERMS AND
<br />CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an
<br />authorized agent ("Customer") delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the
<br />addition of any other terms and conditions of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and
<br />conditions. If Customer's order is expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of
<br />such order by Company with Company's terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's
<br />counter-offer to provide Work in accordance with the Proposal and the Company terms and conditions. If Customer does not reject or object in writing to Company within
<br />10 days, Company's counter-offer will be deemed accepted. Customer's acceptance of the Work by Company will in any event constitute an acceptance by Customer of
<br />Company's terms and conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or,
<br />at its option, renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be
<br />cancelled without any liability, other than Customer's obligation to pay for Work rendered by Company to the date of cancellation.
<br />2. Pricing and Taxes. Unless otherwise noted, the price in the Proposal includes standard ground transportation and, if required by law, all sales, consumer, use and
<br />similar taxes legally enacted as of the date hereof for equipment and material installed by Company. Tax exemption is contingent upon Customer furnishing appropriate
<br />certificates evidencing Customer's tax exempt status. Company shall charge Customer additional costs for bonds agreed to be provided. Equipment sold on an uninstalled
<br />basis and any taxable labor/labour do not include sales tax and taxes will be added. Following acceptance without addition of any other terms and condition of sale or any
<br />other modification by Customer, the prices stated are firm provided that notification of release for immediate production and shipment is received at the factory not laterthan
<br />3 months from order receipt. If such release is received later than 3 months from order receipt date, prices will be increased a straight 1% (not compounded) for each
<br />one-month period (or part thereof) beyond the 3 month firm price period up to the date of receipt of such release. If such release is not received within 6 months after date
<br />of order receipt, the prices are subject to renegotiation, or at Company's option, the order will be cancelled. Any delay in shipment caused by Customer's actions will
<br />subject prices to increase equal to the percentage increase in list prices during that period of delay and Company may charge Customer with incurred storage fees.
<br />3. Exclusions from Work. Company's obligation is limited to the Work as defined and does not include any modifications to the Work site under the Americans With
<br />Disabilities Act or any other law or building code(s). In no event shall Company be required to perform work Company reasonably believes is outside of the defined Work
<br />without a written change order signed by Customer and Company.
<br />4. Performance. Company shall perform the Work in accordance with industry standards generally applicable in the area under similar circumstances as of the time
<br />Company performs the Work Company may refuse to perform any Work where working conditions could endanger property or put at risk the safety of persons. Unless
<br />otherwise agreed to by Customer and Company, at Customer's expense and before the Work begins, Customer will provide any necessary access platforms, catwalks to
<br />safely perform the Work in compliance with OSHA or state industrial safety regulations.
<br />5. Payment. Customer shall pay Company's invoices within net 30 days of invoice date. Company may invoice Customer for all equipment or material furnished, whether
<br />delivered to the installation site or to an off-site storage facility and for all Work performed on-site or off-site. No retention shall be withheld from any payments except as
<br />expressly agreed in writing by Company, in which case retention shall be reduced per the contract documents and released no later than the date of substantial completion.
<br />Under no circumstances shall any retention be withheld for the equipment portion of the order. If payment is not received as required, Company may suspend performance
<br />and the time for completion shall be extended for a reasonable period of time not less than the period of suspension. Customer shall be liable to Company for all reasonable
<br />shutdown, standby and start-up costs as a result of the suspension. Company reserves the right to add to any account outstanding for more than 30 days a service charge
<br />equal to 1.5% of the principal amount due at the end of each month. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect
<br />amounts due and otherwise enforcing these terms and conditions. If requested, Company will provide appropriate lien waivers upon receipt of payment. Customer agrees
<br />that, unless Customer makes payment in advance, Company will have a purchase money security interest in all equipment from Company to secure payment in full of all
<br />amounts due Company and its order for the equipment, together with these terms and conditions, form a security agreement. Customer shall keep the equipment free of
<br />all taxes and encumbrances, shall not remove the equipment from its original installation point and shall not assign or transfer any interest in the equipment until all
<br />payments due Company have been made.
<br />6. Time for Completion. Except to the extent otherwise expressly agreed in writing signed by an authorized representative of Company, all dates provided by Company
<br />or its representatives for commencement, progress or completion are estimates only. While Company shall use commercially reasonable efforts to meet such estimated
<br />dates, Company shall not be responsible for any damages for its failure to do so.
<br />7. Access. Company and its subcontractors shall be provided access to the Work site during regular business hours, or such other hours as may be requested by
<br />Company and acceptable to the Work site' owner or tenant for the performance of the Work, including sufficient areas for staging, mobilization, and storage. Company's
<br />access to correct any emergency condition shall not be restricted. Customer grants to Company the right to remotely connect (via phone modem, internet or other agreed
<br />upon means) to Customer's building automation system (BAS) and or HVAC equipment to view, extract, or otherwise collect and retain data from the BAS, HVAC
<br />equipment, or other building systems, and to diagnose and remotely make repairs at Customer's request.
<br />8. Completion. Notwithstanding any other term or condition herein, when Company informs Customer that the Work has been completed, Customer shall inspect the
<br />Work in the presence of Company's representative, and Customer shall either (a) accept the Work in its entirety in writing, or (b) accept the Work in part and specifically
<br />identify, in writing, any exception items. Customer agrees to re -inspect any and all excepted items as soon as Company informs Customer that all such excepted items
<br />have been completed. The initial acceptance inspection shall take place within ten (10) days from the date when Company informs Customer that the Work has been
<br />completed. Any subsequent re -inspection of excepted items shall take place within five (5) days from the date when Company informs Customer that the excepted items
<br />have been completed. Customer's failure to cooperate and complete any of said inspections within the required time limits shall constitute complete acceptance of the
<br />Work as of ten (10) days from date when Company informs Customer that the Work, or the excepted items, if applicable, has/have been completed.
<br />9. Permits and Governmental Fees. Company shall secure (with Customer's assistance) and pay for building and other permits and governmental fees, licenses, and
<br />inspections necessary for proper performance and completion of the Work which are legally required when bids from Company's subcontractors are received, negotiations
<br />thereon concluded, or the effective date of a relevant Change Order, whichever is later. Customer is responsible for necessary approvals, easements, assessments and
<br />charges for construction, use or occupancy of permanent structures or for permanent changes to existing facilities. If the cost of such permits, fees, licenses and
<br />inspections are not included in the Proposal, Company will invoice Customer for such costs.
<br />10. Utilities During Construction. Customer shall provide without charge to Company all water, heat, and utilities required for performance of the Work.
<br />11. Concealed or Unknown Conditions. In the performance of the Work, if Company encounters conditions at the Work site that are (i) subsurface or otherwise
<br />concealed physical conditions that differ materially from those indicated on drawings expressly incorporated herein or (ii) unknown physical conditions of an unusual nature
<br />that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the Work,
<br />Company shall notify Customer of such conditions promptly, prior to significantly disturbing same. If such conditions differ materially and cause an increase in Company's
<br />cost of, or time required for, performance of any part of the Work, Company shall be entitled to, and Customer shall consent by Change Order to, an equitable adjustment
<br />in the Contract Price, contract time, or both.
<br />12. Pre -Existing Conditions. Company is not liable for any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the
<br />Work site before the Commencement Date of this Agreement ("Pre -Existing Conditions"), including, without limitation, damages, losses, or expenses involving Pre -Existing
<br />Conditions of building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi. Company also is not liable
<br />for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by
<br />Company.
<br />13. Asbestos and Hazardous Materials. Company s Work and other services in connection with this Agreement expressly excludes any identification, abatement,
<br />cleanup, control, disposal, removal or other work connected with asbestos, polychlorinated biphenyl ("PCB"), or other hazardous materials (hereinafter, collectively,
<br />"Hazardous Materials"). Customer warrants and represents that, except as set forth in a writing signed by Company, there are no Hazardous Materials on the Work site that
<br />will in any way affect Company's Work and Customer has disclosed to Company the existence and location of any Hazardous Materials in all areas within which Company
<br />will be performing the Work. Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected
<br />area and shall notify Customer. Customer will be exclusively responsible for taking any and all action necessary to correct the condition in accordance with all applicable
<br />laws and regulations. Customer shall be exclusively responsible for and, to the fullest extent permitted by law, shall indemnify and hold harmless Company (including its
<br />employees, agents and subcontractors) from and against any loss, claim, liability, fees, penalties, injury (including death) or liability of any nature, and the payment thereof
<br />arising out of or relating to any Hazardous Materials on or about the Work site, not brought onto the Work site by Company. Company shall be required to resume
<br />performance of the Work in the affected area only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall
<br />Company be obligated to transport or handle Hazardous Materials, provide any notices to any governmental agency, or examine the Work site for the presence of
<br />Hazardous Materials.
<br />14. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable
<br />to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (i) remain in effect but Company's
<br />obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon 10 days notice to Customer, in which event Customer shall pay Company
<br />for all parts of the Work furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting
<br />FLD = Furnished by Trane U. S. Inc. / Installed by Equipment Proposal Page 4 of 6
<br />Others
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