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<br />MSNC111120 6
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<br />BRADY SCHEDULED SERVICE AGREEMENT
<br />GENERAL TERMS AND CONDITIONS
<br />
<br />General Terms and Conditions
<br />
<br />This Agreement (the “Agreement”), between Brady Trane Service,
<br />Inc. (“Brady”) and the Customer (“Customer”), individually referred
<br />to as a “Party” and collectively referred to as the “Parties,” is made
<br />on these terms and conditions. This Agreement shall not include
<br />any additional or conflicting terms and conditions that may be
<br />contained in the Customer’s purchase order or other form, all of
<br />which additional or conflicting terms and conditions are hereby
<br />rejected by Brady. If there is a conflict in the terms and conditions of
<br />this Agreement and another agreement, the terms and conditions of
<br />this Agreement shall control. Further, the Customer acknowledges
<br />and agrees that any purchase order issued by the Customer, in
<br />accordance with this Agreement, will only establish payment
<br />authority for the Customer’s internal accounting purposes. Any such
<br />purchase order will not be considered a counteroffer, amendment,
<br />modification, or other revision to the terms and conditions of this
<br />Agreement. No waiver, alteration or modification of this Agreement
<br />shall be valid, unless made in writing and signed by an authorized
<br />representative of Brady.
<br />
<br />1. Acceptance and Prices
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<br />This Agreement is subject to acceptance by the Customer within
<br />thirty (30) days from the date of the proposal. If acceptance of this
<br />Agreement is delayed or modified, prices are subject to adjustment.
<br />
<br />2. Payment
<br />
<br />Terms of payment are subject at all times to prior approval by
<br />Brady’s financial department, and payment is due thirty (30) days
<br />from the date of the invoice. Brady reserves the right to add interest
<br />at a rate of 1½% per month, or the highest rate allowable by law, to
<br />any delinquent account balances after ten (10) days. If Customer
<br />has not made a payment on time, Brady may at its option, and upon
<br />five days written notice to Customer, suspend or terminate service
<br />until all overdue payments are made.
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<br />In the event of default in payment, the Customer agrees to pay all
<br />costs of collection incurred by Brady, including but not limited to,
<br />collection agency fees, reasonable attorney’s fees and court costs.
<br />
<br />If the Customer terminates this Agreement prior to the end of the
<br />term, the contract amount will be pro-rated based on services
<br />completed. Any payments will become due and payable at that
<br />time.
<br />
<br />3. Scope of Agreement; Exclusions
<br />
<br />Any services, including inspections, repairs or maintenance, not
<br />expressly included in this Agreement, are expressly excluded.
<br />Exclusions include but are not limited to:
<br />a. Repairs or service required as a result of problems caused
<br />by the Utility Service needed for operation of the equipment
<br />or any failure, mis-adjustment or design deficiencies in other
<br />equipment or systems not specifically included in this
<br />Agreement.
<br />b. Repairs or service required as a result of recommendations,
<br />regulations or other requirements of insurance companies,
<br />Federal, State, Municipal or other government agencies or
<br />bodies or other similar authorities.
<br />c. The inspection, maintenance, repair or replacement of non-
<br />maintainable components, e.g.: castings, heat exchanger
<br />shells, duct work, boiler shell and tubes, cabinets, boiler
<br />refractory material, main power service and electrical wiring,
<br />piping, tube bundles, valve bodies, coils, structural supports,
<br />oil storage tanks and similar items.
<br />d. The inspection, maintenance, repair or replacement of
<br />motor starting equipment and interconnecting power wiring,
<br />unless specifically included as part of the equipment.
<br />e. Structural alterations to the premises where the equipment
<br />is installed as necessary for the performance of Brady’s
<br />obligations under this Agreement.
<br />f. The performance of services outside of normal business
<br />hours 7:30am – 4:30pm (unless otherwise expressly
<br />provided).
<br />g. LEGIONELLA EXLUSION: LEGIONELLA CAN BE
<br />PRESENT IN ANY WATER TREATMENT SYSTEM EVEN
<br />WITH REGULARLY SCHEDULED TESTING. WHILE
<br />LEGIONELLA IS CONTROLLABLE WITH REGULARLY
<br />SCHEDULED TESTING AND A PROPERLY MAINTAINED
<br />BIOCIDE PROGRAM; IN NO EVENT SHALL BRADY BE
<br />LIABLE FOR LEGIONELLA BEING PRESENT IN THE
<br />TREATED COOLING TOWERS.
<br />
<br />4. Brady Responsibilities
<br />
<br />a. Brady shall carry out its obligations with reasonable
<br />promptness and in a workmanlike manner, in accordance
<br />with industry standards generally applicable in this area.
<br />b. Brady may decline to provide any services under this
<br />Agreement made necessary by Customer's failure to comply
<br />with its obligations under section 5.
<br />c. Brady may decline to work on any systems where Customer
<br />has permitted untrained personnel to perform services and
<br />adjustments on the systems.
<br />d. Brady may decline to work on any systems where safety
<br />systems have been altered or bypassed.
<br />e. Brady may decline to work on any systems where fuel oil
<br />‘pooling’, gas odors, exposed piping, suspected asbestos or
<br />other safety hazards exist.
<br />f. If Brady’s technicians are required to handle refrigerants,
<br />they shall be certified to handle such refrigerants in
<br />accordance with the Code of Federal Regulations, Title 40,
<br />Part 82 and Subpart F. Additionally, all refrigerant recovery
<br />equipment used by Brady’s technicians are certified by, and
<br />registered with, the US EPA.
<br />
<br />5. Customer Responsibilities
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<br />a. Customer shall properly operate and maintain the
<br />equipment in accordance with the applicable operating
<br />manuals and recommended procedures, and ensure that
<br />qualified personnel are provided for such operation.
<br />b. Customer shall provide and maintain appropriate
<br />environmental conditions for equipment operation, including
<br />suitable locations for the installation and storage of chemical
<br />treatment equipment and supplies.
<br />c. Customer shall assume full responsibility for safety training
<br />and use of Personal Protective Equipment by Customer’s
<br />personnel responsible for the operation or maintenance of
<br />boilers and boiler system appurtenances and Customer’s
<br />personnel handling or using water treatment equipment or
<br />supplies.
<br />d. Customer shall prevent untrained personnel from
<br />performing service, maintenance or adjustment on the boiler
<br />systems.
<br />e. For new equipment associated with the boiler systems,
<br />Customer shall provide any start up in accordance with
<br />DocuSign Envelope ID: 42FB6DDD-FB4D-4A63-BDEE-308E8EC2DB59
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