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TERMS AND CONDITIONS — COMMERCIAL INSTALLATION
<br />"Company" shall mean Trane Canada ULC for Work performed in Canada, and Trane U.S. Inc. for Work performed in the United States.
<br />1. Acceptance; Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the
<br />"Agreement") resulting from Company's proposal (the "Proposal") for the commercial goods and/or services described (the "Work"). COMPANY'S
<br />TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in writing by the party to whom
<br />this offer is made or an authorized agent ("Customer) delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by
<br />placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer's order shall be deemed acceptance of the
<br />Proposal subject to Company's terms and conditions, If Customer's order is expressly conditioned upon Company's acceptance or assent to terms and/or
<br />conditions otherthan those expressed herein, return of such order by Company with Company's terms and conditions attached or referenced serves as Company's
<br />notice of objection to Customer's terms and as Companyrs counter-offer to provide Work in accordance with the Proposal and the Company terms and conditions.
<br />If Customer does not reject or object in writing to Company within 10 days, Company's counter-offer will be deemed accepted. Customer's acceptance of the Work
<br />by Company will in 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 Customer. If
<br />Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customer's obligation to pay for
<br />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
<br />and similar taxes legally enacted as of the date hereof for equipment and material installed by Company. Tax exemption is contingent upon Customer furnishing
<br />appropriate certificates evidencing Customer's tax exempt status. Company shall charge Customer additional costs for bonds agreed to be provided. Equipment
<br />sold on an uninstalled basis and any taxable labor/labour do not include sales tax and taxes will be added. Following acceptance without addition of any other
<br />terms and condition of sale or any other modification by Customer, the prices stated are firm provided that notification of release for immediate production and
<br />shipment is received at the factory not later than 3 months from order receipt. If such release is received later than 3 months from order receipt date, prices will be
<br />increased a straight 1 % (not compounded) for each one -month period (or part thereof) beyond the 3 month firm price period up to the date of receipt of such release.
<br />If such release is not received within 6 months after date of order receipt, the prices are subject to renegotiation, or at Company's option, the order will be cancelled.
<br />Any delay in shipment caused by Customers actions will subject prices to increase equal to the percentage increase in list prices during that period of delay and
<br />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
<br />With 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
<br />defined Work 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
<br />time 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.
<br />Unless otherwise agreed to by Customer and Company, at Customers expense and before the Work begins, Customer will provide any necessary access
<br />platforms, catwalks to 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,
<br />whether 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
<br />payments except as expressly agreed in writing by Company, in which case retention shall be reduced per the contract documents and released no later than the
<br />date of substantial completion. Under no circumstances shall any retention be withheld for the equipment portion of the order. If payment is not received as
<br />required, Company may suspend performance and the time for completion shall be extended for a reasonable period of time not less than the period of suspension,
<br />Customer shall be liable to Company for all reasonable shutdown, standby and start-up costs as a result of the suspension. Company reserves the right to add to
<br />any account outstanding for more than 30 days a service charge equal to 1.5% of the principal amount due at the end of each month. Customer shall pay all costs
<br />(including attorneys' fees) incurred by Company in attempting to collect amounts due and otherwise enforcing these terms and conditions. If requested, Company
<br />will provide appropriate lien waivers upon receipt of payment. Customer agrees that, unless Customer makes payment in advance, Company will have a
<br />purchase money security interest in all equipment from Company to secure payment in full of all amounts due Company and its order for the equipment, together
<br />with these terms and conditions, form a security agreement. Customer shall keep the equipment free of all taxes and encumbrances, shall not remove the
<br />equipment from its original installation point and shall not assign or transfer any interest in the equipment until all 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
<br />Company or its representatives for commencement, progress or completion are estimates only. While Company shall use commercially reasonable efforts to meet
<br />such estimated 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
<br />Company's access to correct any emergency condition shall not be restricted. Customer grants to Company the right to remotely connect (via phone modem,
<br />internet or other agreed upon means) to Customer's building automation system (BAS) and or HVAC equipment to view, extract, or otherwise collect and retain
<br />data from the BAS, HVAC equipment, or other building systems, and to diagnose and remotely make repairs at Customers request.
<br />8. Completion. Notwithstanding any other term or condition herein, when Company informs Customer that the Work has been completed, Customer shall inspect
<br />the 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
<br />specifically 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
<br />excepted items have been completed. The initial acceptance inspection shall take place within ten (10) days from the date when Company informs Customer that
<br />the Work has been completed. Any subsequent re -inspection of excepted items shall take place within five (5) days from the date when Company informs
<br />Customer that the excepted items have been completed. Customers failure to cooperate and complete any of said inspections within the required time limits shall
<br />constitute complete acceptance of the Work as of ten (10) days from date when Company informs Customer that the Work, or the excepted items, if applicable,
<br />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,
<br />and inspections necessary for proper performance and completion of the Work which are legally required when bids from Company's subcontractors are received,
<br />negotiations thereon concluded, or the effective date of a relevant Change Order, whichever is later. Customer is responsible for necessary approvals, easements,
<br />assessments and charges for construction, use or occupancy of permanent structures or for permanent changes to existing facilities. If the cost of such permits,
<br />fees, licenses and 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
<br />unusual nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and
<br />character as the Work, Company shall notify Customer of such conditions promptly, prior to significantly disturbing same. If such conditions differ materially and
<br />cause an increase in Company's cost of, or time required for, performance of any part of the Work, Company shall be entitled to, and Customer shall consent by
<br />Change Order to, an equitable adjustment 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
<br />the Work site before the Commencement Date of this Agreement ("Pre -Existing Conditions"), including, without limitation, damages, losses, or expenses involving
<br />Pre -Existing Conditions of building envelope issues„ mechanical 'issues, plumbing issues and/oar 'indoor air quality issues involving mold/mould and/or fungi.
<br />Company also Is not plable for any claims, damages, losses, or, expenses„ arising from or related to work done by or services provided by ind'ivlduats or entities lbat
<br />are not employed by or hired by Company.
<br />13. Asbestos and Hazardous Materials, Company's Work and other services in connect0on with this Agreement expressly excludes any identification,
<br />abatement, cleanup, control, disposal, removal or other work connected with asbestos, polychfortnated biphenyl ( PCB"), or other hazardous materials (hereinafter„
<br />collectively„ "Hazardous Materials') Customer warrants and represents that, except asset forth in a writing signed by Company, there are no Hazardous Materials
<br />on the Work site that will in any way affect Company's Work and Customer has disclosed to Company the existence and location of any Hazardous Materials in all
<br />areas within which Company will be performing the Work. Should Company become aware of or suspect the presence of Hazardous Materials, Company may
<br />immediately stop work in the affected area and shall notify Customer. Customer will be exclusively responsible for takings any and all action necessary to correct the
<br />condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for and, to the fullest extent permitted by law„ shall
<br />indemnify and hold harmless Company (including its employees, agents and subcontractors) from and against any toss, claim, liability, fees, penalties, injury
<br />(including i death) or liability of arry nature, and the payment thereof arising out of or relating to any Hazardous Materials on orabout the Work site, not brought onto
<br />the Work site by Company. Company shall be required to resume performance of the Work in the affected area only in the absence of Hazardous Materials or when
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