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GENERAL TERMS AND CONDITIONS
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<br />1. Acceptance. This proposal is subject to acceptance within thirty days
<br />(30) days from submittal date and are subject to credit approval.
<br />Customer’s acceptance of Services by Brady Services on this order will in
<br />any event constitute an acceptance by customer of these terms and
<br />conditions.
<br />2. Applicable Conditions. The terms and conditions on the fact hereof and
<br />as set forth below shall constitute the entire contract between BRADY
<br />TRANE SERVICES, INC. (and its subsidiaries; Brady Services, Inc. and J
<br />Brady Contracting, Inc.) (hereinafter called “Seller”) and the party or parties
<br />purchasing goods and/or services from Seller (“hereinafter called buyer”)
<br />and shall exclusively govern the sale of goods covered hereby. These terms
<br />and conditions shall supersede any provisions, terms, and conditions
<br />contained on any purchase order or other writing the Buyer may heretofore
<br />or hereafter issue; and Buyer is hereby notified of Seller’s objection to any
<br />terms inconsistent herewith and to any additional terms proposed by Buyer
<br />in its purchase order or any other writing. Any dispute or controversy arising
<br />between Seller and Buyer with respect to the goods and/or services
<br />provided by Buyer hereunder shall be resolved pursuant to the terms and
<br />conditions set forth herein. If Seller or Buyer have heretofore entered into a
<br />formal written contract for a specified term governing the sale of the good
<br />hereunder, then, notwithstanding the foregoing, the terms and conditions of
<br />such formal written term contract shall govern.
<br />3. Price. The price of the goods and/or services sold hereunder shall be as
<br />specified on the face hereof, or, if no price is specified, the price shall be at
<br />Seller’s price in effect at date of shipment. In the event of Government
<br />action, order, or request, which, prior to delivery, prevents Seller from
<br />adjusting or continuing in effect the price herein quoted. Seller shall have
<br />the right to cancel this contract.
<br />4. Taxes. Any taxes, excises, or other charges imposed on Seller by law on
<br />or incident to the production, sale, transportation, or use of the goods shall
<br />be paid by the Buyer, or in lieu thereof the Buyer shall provide Seller upon
<br />demand with a tax exemption certificate acceptable to the taxing authorities.
<br />5. Transportation. Transportation charges do not constitute a part of the
<br />price and all prices are F.O.B. Seller’s plant, Greensboro, North Carolina
<br />unless otherwise noted on the price hereof. To the extent the Seller is to
<br />handle the shipment of goods (even though F.O.B. Seller), method and
<br />route of shipment are at Seller’s discretion, unless the Buyer supplies
<br />explicit instructions.
<br />6. Terms of Payment. Payment is due upon receipt of Seller invoice. If
<br />Seller has reason to doubt Buyer’s financial ability to pay, Seller may
<br />decline to make further deliveries, unless Buyer pays cash with order or
<br />furnishes security satisfactory to Seller. Seller may cancel this contract if
<br />Buyer fails to make any payment due to Seller promptly when due. Buyer
<br />agrees to pay interest on any payment due hereunder at a rate of 1½
<br />percent (1½ %) per month from the date payment is due until paid in full.
<br />Buyer also agrees to pay all costs, including reasonable attorneys’ fees and
<br />all court costs, incurred by Seller in the enforcement of any obligation of
<br />Buyer hereunder.
<br />7. Grant of Security Interest. To secure the payment of any and all sums
<br />due hereunder, Buyer hereby grants Seller a continuing security interest in
<br />the goods sold hereunder, such security interest to continue until the
<br />satisfaction, in full, of Buyer’s obligations arising hereunder and any other
<br />obligations Buyer may have to Seller. Seller shall have all rights of a
<br />secured party under the Uniform Commercial Code or similar statute of the
<br />State in which the good are located. Buyer, by acceptance of the good s
<br />sold hereunder, hereby appoints the officers of Seller as Buyer’s Attorney in
<br />Fact to execute Uniform Commercial Code financing statements on behalf
<br />of Buyer.
<br />8. Default by Buyer. In the event Buyer shall fail to make payments for the
<br />goods and/or services sold hereunder as and when due and in accordance
<br />with the terms and conditions hereof, in such event, Buyer shall pay Seller,
<br />in addition to the sums due hereunder, all of Seller’s costs of collection from
<br />Buyer, including, but not limited to, attorney’s fees.
<br />9. Risk of Loss. Risk of loss and responsibility for containers and all goods
<br />sold hereunder shall pass to Buyer upon Seller’s delivery to carrier whether
<br />or not Seller pays all or part of the freight and regardless of any F.O.B.
<br />designation in the contract or herein.
<br />10. Warranty – Liability. Any warranty with respect to the goods sold
<br />hereunder shall be limited to the manufacturer’s warranty (if any) for the
<br />goods. In no event shall Seller be liable for any breach of the
<br />manufacturer’s warranty or any consequential or special damages of for
<br />transportation or other expenses which may arise in connection with any
<br />defective goods. Seller’s warranty for service shall be limited to its service
<br />warranty policy in effect at the time the service is performed. THIS
<br />WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER
<br />WARRANTIED EXPRESS OR IMPLIED INCLUDING THE WARRANTIES
<br />OF MERCHANTABILITY AND FITNESS.
<br />11. Claims. Any action for Seller’s breach of this contract must be
<br />commenced within one year after the cause of action has accrued.
<br />12. Technical Support. The advice of the technical staff of the Seller is
<br />available to Buyer, but the Seller does not warrant or guarantee such
<br />advice.
<br />13. Applicable Law—Amendment. The construction, performance and
<br />completion of this contract shall be governed by the law of the State of
<br />North Carolina without regard to any provisions regarding conflicts of law.
<br />No modification or release shall be effective unless in writing, signed by
<br />both parties and specifically stating it is such a modification or release.
<br />14. Excuses for Nonperformance. Deliveries shall be subject to, and
<br />contingent upon, strikes, labor difficulties, riot, civil unrest, war, fire, delay or
<br />defaults of common carriers, failure or curtailment in the Seller’s reasonable
<br />control, and the Seller shall not be liable for any loss or damage arising
<br />therefrom. The Seller shall have the additional right, in the event of the
<br />happening of any of the above contingencies, at its option, to cancel this
<br />contract or any part thereof without any resulting liability. Any delivery or
<br />service not in dispute shall be paid for by Buyer regardless of other
<br />controversies relating to other delivered or undelivered goods.
<br />15. Default – Waiver. If Buyer is in breach with respect to any of the terms
<br />of this contract or any prior contract, Seller may defer shipments until such
<br />breach is cured, or may treat such failure as final refusal to accept further
<br />shipments and nay cancel this contract without any liability whatsoever.
<br />Seller may terminate all or any unfilled part of this contract without any
<br />liability whatsoever in the event of any proceedings, voluntary or
<br />involuntary, in bankruptcy or insolvency by or against bye Buyer, the
<br />inability of the Buyer to meet its debts as they become due, in the event of
<br />the appointment, with or without the Buyer’s consent, of an assignee for the
<br />benefit of creditors or of a receiver, or in the event Seller has reasonable
<br />grounds to believe Buyer will not meet its obligations hereunder. Either
<br />party’s waiver of any breach or failure to enforce any of the terms and
<br />conditions of this contract at any time shall not in any way affect, limit, or
<br />waive such party’s right thereafter to enforce and compel strict compliance
<br />with every term and condition of the contract.
<br />16. Indemnity and Liability: Brady Services shall indemnify, defend and
<br />hold Customer harmless from any and all claims, actions, costs, expenses,
<br />damages and liabilities, including reasonable attorneys' fees, resulting from
<br />death or bodily injury or damage to real or personal property, to the extent
<br />caused by the negligence or misconduct of Brady Services.
<br />17. Limitation of Liability. Buyer’s exclusive remedy and Seller’s exclusive
<br />liability under this contract or otherwise (including negligence) shall be for
<br />damages which shall in no event exceed so much of the purchase price as
<br />is applicable to the portion of the particular shipment or services with
<br />respect to which damages are claimed. In no event shall Seller be liable to
<br />Buyer for any other loss or damage, or for any incidental, special or
<br />consequential damages of any kind arising in connection with this contract
<br />or the products or services sold hereunder.
<br />18. Asbestos and Hazardous Materials: Brady Services expressly
<br />exclude any identification, abatement, cleanup, control, disposal, removal or
<br />other work connected with asbestos or other hazardous materials
<br />(collectively, “Hazardous Materials”). Should Brady Services become aware
<br />of or suspect the presence of Hazardous Materials, Brady Services may
<br />immediately stop work in the affected area and shall notify Customer.
<br />Customer will be responsible for taking any and all action necessary to
<br />correct the condition in accordance with all applicable laws and regulations.
<br />Customer shall be exclusively responsible for any claims, liability, fees and
<br />penalties, and the payment thereof, arising out of or relating to any
<br />Hazardous Materials on or about the premises, not brought onto the
<br />premises by Brady Services. Brady Services shall be required to resume
<br />performance of the services only when the affected area has been rendered
<br />harmless.
<br />19. Insurance: Brady Services maintains insurance in the following
<br />minimum amounts during the Term: Commercial General Liability --
<br />$1,000,000 per occurrence; Automobile Liability -- $1,000,000 CSL;
<br />Workers Compensation -- Statutory Limits. If Customer has requested to be
<br />named as an additional insured under Brady Services insurance policy,
<br />Brady Services will do so but only to the extent of Brady Services indemnity
<br />assumed under the indemnity provision contained herein. Brady does not
<br />waive any rights of subrogation.
<br />20. Performance. Services will be performed during normal working hours
<br />with any overtime or emergency labor billed separately, unless otherwise
<br />agreed to in writing. Duty to perform under this agreement and the price
<br />hereof are subject to the approval of Brady Services. Upon disapproval of
<br />the credit department or upon the occurrence of any such event as
<br />aforesaid, Brady Services may delay performance or, at its option,
<br />renegotiate prices, terms and conditions with the Customer. If Brady
<br />Services and Customer are unable to agree on such revisions, this
<br />agreement shall be canceled without any liability, other than Customer’s
<br />obligation to pay for services rendered by Brady Services to the date of
<br />cancellation.
<br />21. General. This agreement contains all of the agreements,
<br />representations and understandings of the parties and supersedes all
<br />previous understandings, commitments or agreements, oral or written,
<br />related to the subject matter hereof. If any part of this agreement is deemed
<br />to be unlawful, invalid, void or otherwise unenforceable, the rights and
<br />obligations of the parties shall be reduced only to the extent required to
<br />remove the invalidity or unenforceability. Customer may not assign, transfer,
<br />or convey this agreement, or any part hereof, without the written consent of
<br />Brady Services. Subject to the foregoing, this agreement shall bind and
<br />inure to the benefit of the parties hereto and their permitted successors and
<br />assigns. No modifications, additions or changes may be made to this
<br />agreement except in a writing signed by Brady Services.
<br />22. Captions. The titles contained in this contract are for reference
<br />DocuSign Envelope ID: 0A36E702-6913-4A10-BDF2-64C1CB151363
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