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GENERAL TERMS AND CONDITIONS
<br />This Agreement (the “Agreement”), between Brady Trane Service, Inc. (“Brady”) and the Customer (“Customer”), individually referred to as
<br />a “Party” and collectively referred to as the “Parties,” is made on these terms and conditions. This Agreement shall not include any
<br />additional or conflicting terms and conditions that may be contained in the Customer’s purchase order or other form, all of which additional
<br />or conflicting terms and conditions are hereby rejected by Brady. If there is a conflict in the terms and conditions of this Agreement and
<br />another agreement, the terms and conditions of this Agreement shall control. Further, the Customer acknowledges and agrees that any
<br />purchase order issued by the Customer, in accordance with this Agreement, will only establish payment authority for the Customer’s
<br />internal accounting purposes. Any such purchase order will not be considered a counteroffer, amendment, modification, or other revision to
<br />the terms and conditions of this Agreement. No waiver, alteration or modification of this Agreement shall be valid, unless made in writing
<br />and signed by an authorized representative of Brady.
<br />1. Acceptance, Pricing, Taxes, and Tariffs
<br />This Agreement is subject to acceptance by the Customer within ten (10) days from the date of the proposal. If acceptance of this
<br />Agreement is delayed or modified, prices are subject to adjustment.
<br />The price stated herein is based on current known and applicable import duties, fees, charges, surcharges, taxes, or tariffs being imposed
<br />on affected parts/equipment included in the quoted price as of the date of this proposal. In the event of any change or addition in any
<br />applicable import duties, fees, charges, surcharges, taxes, or tariffs which occur after this proposal is submitted by Brady, the pricing shall
<br />be adjusted accordingly, calculated on the percentage on increase or decrease in the applicable rates of such duties, fees, charges,
<br />surcharges, taxes, or tariffs being imposed on affected parts/equipment. Customer shall be notified of any such price adjustment within ten
<br />(10) business days of Brady’s knowledge of the change in such rates. Customer may request that Brady attempt to source parts/equipment
<br />which are not subject to import duties/tariffs adjustments, and Brady will endeavor to do so if possible, subject to availability of such
<br />parts/equipment, Brady’s contractual obligations and applicable law. If such alternative source of parts/equipment are available for use,
<br />pricing and any delays or time for performance shall be adjusted to compensate for any price differences and delays incurred between
<br />sourcing the original parts/equipment and using the newly sourced ones.
<br />2. Payment
<br />Terms of payment are subject at all times to prior approval by Brady’s financial department, and payment is due thirty (30) days from the
<br />date of the invoice. Brady reserves the right to add interest at a rate of 1½% per month, or the highest rate allowable by law, to any
<br />delinquent account balances after ten (10) days. If Customer has not made a payment on time, Brady may at its option, and upon five days
<br />written notice to Customer, suspend or terminate service until all overdue payments are made.
<br />In the event of default in payment, the Customer agrees to pay all costs of collection incurred by Brady, including but not limited to,
<br />collection agency fees, reasonable attorney’s fees and court costs.
<br />If the Customer terminates this Agreement prior to the end of the term, the contract amount will be pro-rated based on services completed.
<br />Any payments will become due and payable at that time.
<br />3. Scope of Agreement; Exclusions
<br />Any services, including inspections, repairs or maintenance, not expressly included in this Agreement, are expressly excluded. Exclusions
<br />include but are not limited to:
<br />a. Repairs or service required as a result of problems caused by the Utility Service needed for operation of the equipment or any failure,
<br />mis-adjustment or design deficiencies in other equipment or systems not specifically included in this Agreement.
<br />b. Repairs or service required as a result of recommendations, regulations or other requirements of insurance companies, Federal, State,
<br />Municipal or other government agencies or bodies or other similar authorities.
<br />c. The inspection, maintenance, repair or replacement of non-maintainable components, e.g.: castings, heat exchanger shells, duct work,
<br />boiler shell and tubes, cabinets, boiler refractory material, main power service and electrical wiring, piping, tube bundles, valve bodies,
<br />coils, structural supports, oil storage tanks and similar items.
<br />d. The inspection, maintenance, repair or replacement of motor starting equipment and interconnecting power wiring, unless specifically
<br />included as part of the equipment.
<br />e. Structural alterations to the premises where the equipment is installed as necessary for the performance of Brady’s obligations under this
<br />Agreement.
<br />f. The performance of services outside of normal business hours 7:30am – 4:30pm (unless otherwise expressly provided).
<br />g. LEGIONELLA EXLUSION: LEGIONELLA CAN BE PRESENT IN ANY WATER TREATMENT SYSTEM EVEN WITH REGULARLY
<br />SCHEDULED TESTING. WHILE LEGIONELLA IS CONTROLLABLE WITH REGULARLY SCHEDULED TESTING AND A PROPERLY
<br />MAINTAINED BIOCIDE PROGRAM; IN NO EVENT SHALL BRADY BE LIABLE FOR LEGIONELLA BEING PRESENT IN THE TREATED
<br />COOLING TOWERS.
<br />4. Brady Responsibilities
<br />a. Brady shall carry out its obligations with reasonable promptness and in a workmanlike manner, in accordance with industry standards
<br />generally applicable in this area.
<br />b. Brady may decline to provide any services under this Agreement made necessary by Customer's failure to comply with its obligations
<br />under section 5.
<br />c. Brady may decline to work on any systems where Customer has permitted untrained personnel to perform services and adjustments on
<br />the systems.
<br />d. Brady may decline to work on any systems where safety systems have been altered or bypassed.
<br />e. Brady may decline to work on any systems where fuel oil ‘pooling’, gas odors, exposed piping, suspected asbestos or other safety
<br />hazards exist.
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<br />Docusign Envelope ID: 4B6C7BBC-D8D2-43E5-8931-76E0D9A1DE19
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