|
DocuSign Envelope ID:299C1D9F-FB2B-45B9-AA1F-9C3418D1287B
<br /> GENERAL TERMS AND CONDITIONS
<br /> (Solutions)
<br /> information, insurance policy number, passport number, taxpayer restrictions, delays in transportation, or shortage of vehicles, fuel,
<br /> identification number, account number, credit card number or any labor or materials. In the event of any such circumstances, Siemens
<br /> other financial information. shall be excused from performance of the Work and the time for
<br /> 4.6 SIEMENS HEREBY DISCLAIMS ANY AND ALL LIABILITY performance shall be extended by a period equal to the time lost plus
<br /> FOR DAMAGES, INJURY OR LOSS ARISING OUT OF a reasonable recovery period and the compensation equitably
<br /> DISCLOSURE OR DISSEMINATION OF PERSONALLY adjusted to compensate for additional costs Siemens incurs due to
<br /> IDENTIFIABLE INFORMATION THAT WAS STORED IN such circumstances
<br /> VIOLATION OF PARAGRAPH 4.5 OF THIS ARTICLE, Article 7.Warranty;Disclaimers;Insurance;Allocation of Risk
<br /> 4.7 To the extent permitted by law, Customer shall indemnify, 7.1 (a) Until one year from either the date the Equipment is
<br /> defend and hold Siemens harmless from any claims, losses or installed or the date of first beneficial use, whichever first occurs, all
<br /> damages arising out of disclosure or dissemination of Personally Equipment manufactured by Siemens or bearing its nameplate will
<br /> Identifiable Information that was stored in violation of paragraph 4.5 be free from defects in material and workmanship arising from
<br /> of this Article. normal use and service.
<br /> Article 5:Compensation b) Labor for all Work under this Agreement is warranted to be free
<br /> 5.1 Siemens shall be compensated for the Work at its prevailing rom defects for one year after the earlier of the date the Work is
<br /> rates and reimbursed for costs and expenses (plus reasonable profit substantially completed or the date of first beneficial use.
<br /> and overhead) incurred in its performance of the Work. All other (c) To the extent that Software is a Deliverable as part of the Work
<br /> work, including but not limited to the following, shall be separately for use in the Equipment or in a computer owned by the Customer,
<br /> billed or surcharged on a time and materials basis: (a) emergency Customer agrees to take delivery of any such Software subject to (i)
<br /> work performed at Customer's request, if inspection does not reveal any applicable Siemens or third party end-user license agreement
<br /> any deficiency covered by the Agreement; (b)work performed other ("EULA") accompanying such Software, or (ii), if no EULA
<br /> than during Siemens' normal working hours; and, (c) work accompanies such Software, the EULA posted at
<br /> performed on equipment not covered by the Agreement. www.usa.siemens.com/btcpseula (Siemens' EULA web site) for
<br /> 5.2 Siemens may invoice Customer on a monthly or other progress such Software used in or with the Equipment identified by product
<br /> billing basis. Invoices are due and payable upon receipt or as model or part number on the Siemens EULA web site. Such
<br /> otherwise set forth in the Agreement. If any payment is not received Software shall be warranted in accordance with its applicable EULA
<br /> when due, Siemens may deem Customer to be in breach hereof unless an exception is explicitly identified in the Document under
<br /> and may enforce any remedies available to it hereunder or at law, this Agreement. For all other Equipment, Siemens hereby assigns
<br /> including without limitation, acceleration of payments and to Customer, without recourse, any and all assignable warranties
<br /> suspension or termination of the Work at any time and without notice available from any manufacturer or supplier of such Equipment and
<br /> and shall be entitled to compensation for the Work previously such Software and will assist Customer in enforcement of such
<br /> performed and for costs reasonably incurred in connection with the assigned warranties.
<br /> suspension or termination. In the event any payment due hereunder 7.2 (a) The limited warranties set forth in Section 7.1 will be void as
<br /> is not made when due, the Customer agrees to pay, on demand, as to, and shall not apply to, any Work, Equipment or Software (i)
<br /> a late charge, one and one-half percent(1.5%)of the amount of the repaired, altered or improperly installed by any person other than
<br /> payment per month, limited by the maximum rate permitted by law, Siemens or its authorized representative; (ii) Equipment subjected
<br /> of each overdue amount (including accelerated balances) under the to unreasonable or improper use or storage, used beyond rated
<br /> Agreement, Customer shall reimburse Siemens for Siemens' costs conditions, operated other than per Siemens' or the manufacturer's
<br /> and expenses (including reasonable attorneys' and witnesses' fees) instructions, or otherwise subjected to improper maintenance,
<br /> incurred for collection under this Agreement. In the event of a negligence or accident; (iii) damaged because of any use of the
<br /> dispute by Customer regarding any portion or all of an invoiced Work after Customer has, or should have, knowledge of any defect
<br /> amount, it shall notify Siemens in writing of the amount in dispute in the Work; or (iv) Equipment not manufactured, fabricated and
<br /> and the reason for its disagreement within 21 days of receipt of the assembled by Siemens or not bearing Siemens' nameplate.
<br /> invoice, the undisputed portion shall be paid when due, and interest However, Siemens assigns to Customer, without recourse, any and
<br /> on the disputed, unpaid portion shall accrue as aforesaid, from the all assignable warranties available from any manufacturer, supplier,
<br /> date due until the date of payment, to the extent that such amounts or subcontractor of such Equipment and will assist Customer in
<br /> are finally determined to be payable to Siemens. enforcement of such assigned warranties.
<br /> 5.3 Except to the extent expressly agreed in writing, Siemens' fees (b) Any claim under the limited warranty granted above must be
<br /> do not include any taxes, excises, fees, duties or other government made in writing to Siemens within thirty (30) days after discovery of
<br /> charges related to the Work, and Customer shall pay such amounts the claimed defect unless discovered directly by Siemens. Such
<br /> or reimburse Siemens for any amounts it pays. If Customer claims a limited warranty only extends to Customer and not to any
<br /> tax exemption or direct payment permit, it shall provide Siemens with subsequent owner of the Equipment. Customer's sole and
<br /> a valid exemption certificate or permit and indemnify, defend and exclusive remedy for any Work not conforming with this limited
<br /> hold Siemens harmless from any taxes, costs and penalties arising warranty is limited to, at Siemens' option, (i)repair or replacement of
<br /> out of same. defective components of covered Equipment, or (ii) reperformance
<br /> Article 6:Changes;Delays;Excused Performance of the defective portion of the Work
<br /> 6.1 As the Work is performed, conditions may change or (c) Siemens shall not be required to repair or replace more than
<br /> circumstances outside Siemens' reasonable control (such as the component(s) of the Equipment actually found to be defective.
<br /> changes of law) may develop which require Siemens to expend Siemens' warranty liability shall not exceed the purchase price of
<br /> additional costs, effort or time to complete the Work, in which case such component(s) Repaired or replaced Equipment will be
<br /> Siemens shall notify Customer and an equitable adjustment made to warranted hereunder only for the remaining portion of the original
<br /> the compensation and time for performance. In the event conditions warranty period.
<br /> or circumstances require the Work to be suspended or terminated, 7.3 THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE
<br /> Siemens shall be compensated for the Work performed and for costs ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
<br /> reasonable incurred in connection with the suspension or STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT
<br /> termination. LIMITATION ANY WARRANTY OF MERCHANTABILITY OR
<br /> 6.2 Siemens shall not be responsible for loss, delay, injury, damage FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY
<br /> or failure of performance that may be caused by circumstances OR WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES
<br /> beyond its control, including but not limited to acts or omissions by AGAINST THIRD PARTY INTELLECTUAL PROPERTY ("IP")
<br /> Customer or its employees, agents or contractors,Acts of God,war, INFRINGEMENTS INCLUDING PATENT, COPYRIGHT AND
<br /> terrorism, civil commotion, acts or omissions of government OTHER REGISTER D OR UNREGISTERED THIRD PARTY IP
<br /> authorities, fire, theft, corrosion, flood, water damage, lightning, RIGHTS) OR DEFECTS, WHETHER HIDDEN OR APPARENT,
<br /> freeze-ups, computer viruses, program or system hackers, strikes, AND EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO
<br /> lockouts, differences with workmen, riots, explosions, quarantine COMPLIANCE OF THE EQUIPMENT AND DELIVERABLES WITH
<br /> Siemens Industry,Inc., Building Technologies Division Solutions(v.5/15)
<br />
|