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.y <br />TERMS AND CONDITIONS <br />1. Any changes to the building to meet local or state codes are to be made by Purchaser. Any changes in the <br />Work required due to building conditions discovered in the performance of the Work will be paid by <br />Purchaser. <br />2. No work, service materials or equipment other than as specified hereunder is included or intended. <br />3. Purchaser retains its normal responsibilities as Owner of the equipment which is subject of this Agreement. <br />4. Schindler will not be liable for damages of any kind, in excess of the Price of this Agreement, nor in any <br />event for special, indirect, consequential or liquidated damages. <br />5. Any cutting and patching is by others and not included in this work. <br />6. Neither party shall be responsible for any loss, damage, detention or delay for causes beyond its reasonable <br />control, including strikes, lockouts, or labor disputes, or acts of God. Dates for the performance or <br />completion of the work shall be extended as is reasonably necessary to compensate for the delay. <br />7. We warrant that the work will comply with the specifications and that there will be no defects in materials or <br />workmanship for one year after completion of the work or acceptance thereof by beneficial use, whichever is <br />earlier. Our duty under this warranty is to correct nonconformance or defect at our expense within a <br />reasonable time after the receipt of notice. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN <br />LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF <br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Purchaser's remedies hereunder are <br />exclusive. <br />8. Purchaser agrees to defend, indemnify and hold Schindler harmless from and against any claims, lawsuits, <br />demands, judgments, damages, costs and expenses arising out of this Agreement except to the extent <br />caused by or resulting from the sole and direct fault of Schindler. <br />9. Any proprietary material, information, data or devices contained in the equipment or work provided <br />hereunder, or any component or feature thereof, remains our property. This includes, but is not limited to, <br />any tools, devices, manuals, software (which is subject to a limited license for use in this building /premises/ <br />equipment only), modems, source/ access/ object codes, passwords and the Schindler Remote Monitoring <br />feature ( "SRM ") (if applicable) which we will deactivate and remove if the Agreement is terminated. <br />10. No section of this agreement is intended to create a waiver of the Purchaser's rights and privileges as a <br />sovereign entity. <br />Page 3 of 3 <br />GPEY -MUTT <br />2012.2 <br />