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Page 3 of 4OTIS SERVICE AND REPAIR ORDER TERMS AND CONDITIONS
<br />1. This quotation is subject to change or withdrawal by us prior to acceptance by you.
<br />2. The work shall be performed for the agreed price plus any applicable sales, excise or similar taxes as required by law. In addition
<br />to the agreed price, you shall pay to us any future applicable tax imposed on us, our suppliers or you in connection with the
<br />performance of the work described.
<br />3. Payments shall be made as follows: A down payment of One Hundred percent (100.0%) of the price shall be paid by you upon
<br />your signing of this document. Full payment shall be made on completion if the work is completed within a thirty days period. If
<br />the work is not completed within a thirty day period, monthly progress payments shall be made based on the value of any
<br />equipment ready or delivered. We reserve the right to discontinue our work at any time until payments shall have been made
<br />as agreed and we have assurance satisfactory to us that subsequent payments will be made when due. Payments not received
<br />within thirty (30) days of the date of invoice shall be subject to interest accrued at the rate of eighteen percent (18%) per annum
<br />or at the maximum rate allowed by applicable law, whichever is less. We shall also be entitled to reimbursement from you of
<br />the expenses, including attorney’s fees, incurred in collecting any overdue payments.
<br />4. Our performance is conditioned upon your securing any required governmental approvals for the installation of any equipment
<br />provided hereunder and your providing our workmen with a safe place in which to work. Additionally, you agree to notify us if
<br />you are aware or become aware prior to the completion of the work of the existence of asbestos or other hazardous material
<br />in any elevator hoistway, machine room, hallway or other place in the building where Otis personnel are or may be required to
<br />perform their work. In the event it should become necessary to abate, encapsulate or remove asbestos or other hazardous
<br />materials from the building, you agree to be responsible for such abatement, encapsulation or removal, and in such event Otis
<br />shall be entitled to delay its work until it is determined to our satisfaction that no hazard exists and compensation for delays
<br />encountered if such delay is more than sixty (60) days. In any event, we reserve the right to discontinue our work in the building
<br />whenever in our opinion this provision is being violated.
<br />5. Unless otherwise agreed in writing, it is understood that the work shall be performed during our regular working hours of our
<br />regular working days. If overtime work is mutually agreed upon and performed, an additional charge therefore, at our usual
<br />rates for such work, shall be added to the contract price. The performance of our work hereunder is conditioned on your
<br />performing the preparatory work and supplying the necessary data specified on the front of this proposal or in the attached
<br />specification, if any. Should we be required to make an unscheduled return to your site to begin or complete the work due to
<br />your request, acts or omissions, then such return visits shall be subject to additional charges at our then current labor rates.
<br />6. Title to any material to be furnished hereunder shall pass to you when final payment for such material is received. In addition,
<br />we shall retain a security interest in all material furnished hereunder and not paid for in full. You agree that a copy of this
<br />Agreement may be used as a financing statement for the purpose of placing upon public record our interest in any material
<br />furnished hereunder, and you agree to execute a UCC -1 form or any other document reasonably requested by us for that
<br />purpose.
<br />7. Except insofar as your equipment may be covered by an Otis maintenance or service contract, it is agreed that we will make
<br />no examination of your equipment other than that necessary to do the work described in this contract and assume no
<br />responsibility for any part of your equipment except that upon which work has been done under this contract.
<br />8. Otis shall not be liable for any loss, damage or delay due to any cause beyond our reasonable control including, but not limited
<br />to, acts of government, strikes, lockouts, other labor disputes, fire, explosion, theft, floods, water damage, weather damage,
<br />extreme weather, traffic conditions, epidemic, pandemic, quarantine (including Covid-19), sabotage, cyber security, national
<br />emergency, act of terrorism, earthquake, riot, civil commotion, war or insurrection, vandalism, misuse, abuse, mischief, or acts
<br />of God or nature.
<br />9. We warrant that all services furnished will be performed in a workmanlike manner. We also warrant that any equipment provided
<br />hereunder shall be free from defects in workmanship and material. Our sole responsibility under this warranty shall be at our
<br />option to correct any defective services and to either repair or replace any component of the equipment found to be defective
<br />in workmanship or material provided that written notice of such defects shall have been given to us by you within ninety (90)
<br />days after completion of the work or such longer period as may be indicated on the front of this form. All defective parts that
<br />are removed and replaced by us shall become our property. We do not agree under this warranty to bear the cost of repairs
<br />or replacements due to vandalism, abuse, misuse, neglect, normal wear and tear, modifications not performed by us, improper
<br />or insufficient maintenance by others, or any causes beyond our control. We shall conduct, at our own expense, the entire
<br />defense of any claim, suit or action alleging that, without further combination, the use by you of any equipment provided
<br />hereunder directly infringes any patent, but only on the conditions that (a) we receive prompt written notice of such claim, suit
<br />or action and full opportunity and authority to assume the sole defense thereof, including settlement and appeals, and all
<br />information available to you for such defense; (b) said equipment is made according to a specification or design furnished by
<br />us; and (c) the claim, suit or action is brought against you. Provided all of the foregoing conditions have been met, we shall, at
<br />our own expense, either settle said claim, suit or action or shall pay all damages excluding consequential damages and costs
<br />awarded by the court therein and, if the use or resale of such equipment is finally enjoined, we shall, at our option, (i) procure
<br />for you the right to use the equipment, (ii) replace the equipment with equivalent noninfringing equipment, (iii) modify the
<br />equipment so it becomes noninfringing but equivalent, or (iv) remove the equipment and refund the purchase price (if any) less
<br />a reasonable allowance for use, damage and obsolescence.
<br />THE EXPRESS WARRANTIES SET FORTH HEREIN ARE THE EXCLUSIVE WARRANTIES GIVEN; WE MAKE NO OTHER WARRANTIES EXPRESS
<br />OR IMPLIED, AND SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE; AND
<br />THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE ARE IN LIEU OF ANY SUCH WARRANTIES AND ANY OTHER OBLIGATION OR
<br />LIABILITY ON OUR PART.
<br />10. Under no circumstances shall either party be liable for special, indirect, liquidated, or consequential damages in contract, tort,
<br />including negligence, warranty or otherwise, notwithstanding any indemnity provision to the contrary. Notwithstanding any
<br />provision in any contract document to the contrary, our acceptance is conditioned on being allowed additional time for the
<br />performance of the Work due to delays beyond our reasonable control. Your remedies set forth herein are exclusive and our
<br />liability with respect to any contract, or anything done in connection therewith such as performance or breach thereof, or from
<br />DocuSign Envelope ID: 95765338-E617-4762-BDA0-963C99896D54
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