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<br />MSNC021720 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
<br />made on these terms and conditions. This Agreement shall not
<br />include any additional or conflicting terms and conditions that may
<br />be contained in the Customer’s purchase order or other form, all
<br />of which additional or conflicting terms and conditions are hereby
<br />rejected by Brady. If there is a conflict in the terms and conditions
<br />of this Agreement and another agreement, the terms and
<br />conditions of this Agreement shall control. Further, the Customer
<br />acknowledges and agrees that any purchase order issued by the
<br />Customer, in accordance with this Agreement, will only establish
<br />payment authority for the Customer’s internal accounting
<br />purposes. Any such purchase order will not be considered a
<br />counteroffer, amendment, modification, or other revision to the
<br />terms and conditions of this Agreement. No waiver, alteration or
<br />modification of this Agreement shall be valid, unless made in
<br />writing and signed by an authorized representative of Brady.
<br />
<br />1. Acceptance and Prices
<br />
<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
<br />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
<br />interest at a rate of 1½% per month, or the highest rate allowable
<br />by law, to any delinquent account balances after ten (10) days. If
<br />Customer has not made a payment on time, Brady may at its
<br />option, and upon five days written notice to Customer, suspend or
<br />terminate service 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
<br />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
<br />caused by the Utility Service needed for operation of the
<br />equipment or any failure, mis-adjustment or design deficiencies in
<br />other equipment or systems not specifically included in this
<br />Agreement.
<br />b. Repairs or service required as a result of
<br />recommendations, regulations or other requirements of insurance
<br />companies, Federal, State, Municipal or other government
<br />agencies or bodies or other similar authorities.
<br />c. The inspection, maintenance, repair or replacement of
<br />non-maintainable components, e.g.: castings, heat exchanger
<br />shells, duct work, boiler shell and tubes, cabinets, boiler refractory
<br />material, main power service and electrical wiring, piping, tube
<br />bundles, valve bodies, coils, structural supports, oil storage tanks
<br />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
<br />equipment is installed as necessary for the performance of
<br />Brady’s obligations under this Agreement.
<br />f. The performance of services outside of normal
<br />business 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 WITH
<br />REGULARLY SCHEDULED TESTING. WHILE LEGIONELLA IS
<br />CONTROLLABLE WITH REGULARLY SCHEDULED TESTING
<br />AND A PROPERLY MAINTAINED BIOCIDE PROGRAM; IN NO
<br />EVENT SHALL BRADY BE LIABLE FOR LEGIONELLA BEING
<br />PRESENT IN THE 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 with
<br />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 with
<br />its obligations under section 5.
<br />c. Brady may decline to work on any systems where
<br />Customer has permitted untrained personnel to perform services
<br />and adjustments on the systems.
<br />d. Brady may decline to work on any systems where
<br />safety systems have been altered or bypassed.
<br />e. Brady may decline to work on any systems where fuel
<br />oil ‘pooling’, gas odors, exposed piping, suspected asbestos or
<br />other safety hazards exist.
<br />f. If Brady’s technicians are required to handle
<br />refrigerants, they shall be certified to handle such refrigerants in
<br />accordance with the Code of Federal Regulations, Title 40, Part
<br />82 and Subpart F. Additionally, all refrigerant recovery equipment
<br />used by Brady’s technicians are certified by, and registered with,
<br />the US EPA.
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<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 manuals
<br />and recommended procedures, and ensure that qualified
<br />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.
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<br />DocuSign Envelope ID: D17E56D1-C70C-4708-9A2B-CDD895385F28
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