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<br />
<br />GENERAL TERMS AND CONDITIONS
<br />This Agreement (the “Agreement”), between Brady Trane
<br />Service, Inc. (“Brady”) and the Customer (“Customer”),
<br />individually referred to as a “Party” and collectively referred to
<br />as the “Parties,” is made on these terms and conditions. This
<br />Agreement shall not include any additional or conflicting terms
<br />and conditions that may be contained in the Customer’s
<br />purchase order or other form, all of which additional or
<br />conflicting terms and conditions are hereby rejected by Brady.
<br />If there is a conflict in the terms and conditions of this
<br />Agreement and another agreement, the terms and conditions
<br />of this Agreement shall control. Further, the Customer
<br />acknowledges and agrees that any purchase order issued by
<br />the Customer, in accordance with this Agreement, will only
<br />establish payment authority for the Customer’s internal
<br />accounting purposes. Any such purchase order will not be
<br />considered a counteroffer, amendment, modification, or other
<br />revision to the terms and conditions of this Agreement. No
<br />waiver, alteration or modification of this Agreement shall be
<br />valid, unless made in writing and signed by an authorized
<br />representative of Brady.
<br />
<br />1. Acceptance and Prices
<br />
<br />This Agreement is subject to acceptance by the Customer
<br />within ten (10) days from the date of the proposal. If
<br />acceptance of this Agreement is delayed or modified, prices
<br />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)
<br />days from the date of the invoice. Brady reserves the right to
<br />add interest at a rate of 1½% per month, or the highest rate
<br />allowable by law, to any delinquent account balances after ten
<br />(10) days. If Customer has not made a payment on time,
<br />Brady may at its option, and upon five days written notice to
<br />Customer, suspend or terminate service until all overdue
<br />payments are made.
<br />
<br />In the event of default in payment, the Customer agrees to pay
<br />all costs of collection incurred by Brady, including but not
<br />limited to, collection agency fees, reasonable attorney’s fees
<br />and court costs.
<br />
<br />If the Customer terminates this Agreement prior to the end of
<br />the term, the contract amount will be pro-rated based on
<br />services completed. Any payments will become due and
<br />payable at that time.
<br />
<br />3. Scope of Agreement; Exclusions
<br />
<br />Any services, including inspections, repairs or maintenance,
<br />not expressly included in this Agreement, are expressly
<br />excluded. 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
<br />deficiencies in other equipment or systems not specifically
<br />included in this Agreement.
<br />b. Repairs or service required as a result of
<br />recommendations, regulations or other requirements of
<br />insurance companies, Federal, State, Municipal or other
<br />government agencies or bodies or other similar authorities.
<br />c. The inspection, maintenance, repair or replacement
<br />of non-maintainable components, e.g.: castings, heat
<br />exchanger shells, duct work, boiler shell and tubes, cabinets,
<br />boiler refractory material, main power service and electrical
<br />wiring, piping, tube bundles, valve bodies, coils, structural
<br />supports, oil storage tanks and similar items.
<br />d. The inspection, maintenance, repair or replacement
<br />of 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
<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 with
<br />industry standards generally applicable in this area.
<br />b. Brady may decline to provide any services under
<br />this Agreement made necessary by Customer's failure to
<br />comply with its obligations under section 5.
<br />c. Brady may decline to work on any systems where
<br />Customer has permitted untrained personnel to perform
<br />services 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
<br />fuel oil ‘pooling’, gas odors, exposed piping, suspected
<br />asbestos or other safety hazards exist.
<br />f. If Brady’s technicians are required to handle
<br />refrigerants, they shall be certified to handle such refrigerants
<br />in 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
<br />
<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
<br />training and use of Personal Protective Equipment by
<br />Customer’s personnel responsible for the operation or
<br />maintenance of boilers and boiler system appurtenances and
<br />Customer’s personnel handling or using water treatment
<br />equipment or 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
<br />systems, Customer shall provide any start up in accordance
<br />with manufacturer’s requirements and provide copies of
<br />startup documentation to Brady.
<br />f. Customer shall properly operate and maintain
<br />ancillary equipment associated with the services provided, in
<br />accordance with the applicable operating manuals and
<br />recommended procedures, and ensure that qualified
<br />personnel are provided for such operation.
<br />Docusign Envelope ID: 3B01E8C5-43A2-424D-967C-3C14D0C78675
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