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COMMERCIAL SERVICE REPORT
<br />CARRIER CORPORATION
<br />TERMS AND CONDITIONS OF SALE - EQUIPMENT AND/OR SERVICE
<br />1. PAYMENT AND TAXES - Payment shall be made net 30 days from date of invoice. 12. PROPRIETARY RIGHTS (Service Contracts only) - During the term of this
<br />Carrier reserves the right to require cash payment or other alternative method of payment
<br />prior to shipment or completion of work if Carrier determines, in its sole discretion, that
<br />Customer or Customer's assignee's financial condition at any time does not justify
<br />continuance of the net 30 days payment term. In addition to the price, Customer
<br />shall pay Carrier any taxes or government charges arising from this Agreement.
<br />If Customer claims that any such taxes or government charges do not apply to the
<br />transactions governed by this Agreement, Customer shall provide Carrier with
<br />acceptable tax exemption certificates or other applicable documents.
<br />2. EXTRAS - Equipment, parts or labor in addition to those specified in this Agreement
<br />be provided upon receipt of Customer's written authorization, paid for as an extra
<br />at Carrier's prevailing labor rates and equipment/parts charges, and
<br />subject to the terms of this Agreement.
<br />3. RETURNS - No items will be accepted for return without prior written authorization.
<br />Returned goods may be subject to a restocking charge. Special order and non -stock items
<br />cannot be returned
<br />4. SHIPMENT - All shipments shall be F.O.B. shipping point, freight prepaid and allowed
<br />to thejob site. Shipment dates quoted are approximate. Carrier does not guarantee a
<br />particular date for shipment or delivery.
<br />5. PARTIAL SHIPMENT - Carrier shall have the right to ship any portion of the equipment,
<br />goods or other materials included in this Agreement and invoice Customer for such partial shipment.
<br />6. DELAYS - Carrier shall not be liable for delays in manufacturing, shipping or delivery
<br />by causes beyond the control and without the fault or negligence of Carrier, including
<br />but not restricted to acts of God, acts of a public enemy, acts of government, acts of
<br />terrorism, fires, floods, epidemics, quarantine restrictions, freight embargoes, supplier
<br />delays, strikes, or labor difficulties (collectively "Force Majeure Events"). Carrier agrees to
<br />notify Customer in writing as soon as practicable of the causes of such delay. In the event
<br />that any materials or equipment to be provided by Carrier under this Agreement become
<br />permanently unavailable as a result of a Force Majeure Event, Carrier shall be excused
<br />from furnishing such materials or equipment
<br />7. WARRANTY - Carrier warrants that all equipment manufactured by Carrier Corporation
<br />and all Carrier equipment, parts or components supplied hereunder will be free from
<br />defects in material and workmanship. Carrier shall at its option repair or replace, F.O.B.
<br />point of sale, any equipment, part or component sold by Carrier and determined to be
<br />defective within one (1) year from the date of initial operation or eighteen (18) months
<br />from date of shipment, whichever is earlier. Carrier does not warrant products not
<br />manufactured by Carrier Corporation, but it does pass on to Customer any transferrable
<br />manufacturer warranties for those products. Carrier warrants that all service provided by
<br />Carrier hereunder shall be performed in a workmanlike manner. In the event any such
<br />service is determined to be defective within ninety (90) days of completion of that service,
<br />Carrier shall at its option re -perform or issue a credit for such service. Carrier's obligation
<br />to repair or replace any defective equipment, parts or components during the warranty
<br />period shall be Customer's exclusive remedy. Carrier shall not be responsible for labor
<br />charges for removal or reinstallation of defective equipment, parts or components, for
<br />charges for transportation, handling and shipping or refrigerant loss, or for repairs or
<br />replacement of such equipment, parts or components, required as a consequence of faulty
<br />installation, misapplication, vandalism, abuse, exposure to chemicals, improper servicing,
<br />unauthorized alteration or improper operation by persons other than Carrier. THIS
<br />WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR
<br />STATUTORY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE. written notice of the non-performance. Upon early termination
<br />8. WORKING HOURS - All services performed under this Agreement, including but not limited to, major or expiration of this Agreement, Carrier shall have free access to enter Customer locations
<br />repairs, are to be provided during Carrier's normal working hours unless otherwise agreed.
<br />9. CUSTOMER RESPONSIBILITIES (Service Contracts only) - Customer shall:
<br />• Provide safe and reasonable equipment access and a safe work environment.
<br />• Permit access to Customer's site, and use of building services including but not
<br />limited to: water, elevators, receiving dock facilities, electrical service and local
<br />telephone service.
<br />• Keep areas adjacent to equipment free of extraneous material, move any stock,
<br />fixtures, walls or partitions that may be necessary to perform the specified service.
<br />• Promptly notify Carrier of any unusual operating conditions.
<br />• Upon agreement of a timely mutual schedule, allow Carrier
<br />to stop and start equipment necessary to perform service.
<br />• Provide adequate water treatment.
<br />• Provide the daily routine equipment operation (if not part of this Agreement)
<br />including availability of routine equipment log readings.
<br />• Where Carrier's remote monitoring service is provided, provide and maintain a
<br />telephone line with long distance direct dial and answer capability.
<br />• Operate the equipment properly and in accordance with instructions.
<br />• Promptly address any issues that arise related to mold, fungi, mildew or bacteria.
<br />• Identify and label any asbestos containing material that may be present. The
<br />customer will provide, in writing, prior to the start of ajob, a signed statement
<br />regarding the absence or presence of asbestos for any job where the building or
<br />the equipment to be serviced is older than 1981. Should this document state that
<br />no asbestos is present, the customer will also provide in writing the method used
<br />to determine the absence of asbestos.
<br />10. EXCLUSIONS - Carrier is not responsible for items not normally subject to mechanical
<br />maintenance including but not limited to: duct work, casings, cabinets, fixtures, structural
<br />supports, grillage, water piping, steam piping, drain piping, cooling tower fill, boiler tubes,
<br />boiler refractory, disconnect switches and circuit breakers. Carrier is not responsible for
<br />repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled
<br />calls or emergency calls, any of which may be necessitated by negligent operation, abuse,
<br />misuse, prior improper maintenance, vandalism, obsolescence, building system design,
<br />damage due to freezing weather, chemical/electrochemical attack, corrosion, erosion,
<br />deterioration due to unusual wear and tear, any damage related to the presence of mold,
<br />fungi, mildew, or bacteria, damage caused by power reductions or failures or any other
<br />cause beyond Carrier's control. Carrier shall not be required to perform tests, install any
<br />items of equipment or make modifications that may be recommended or directed by
<br />insurance companies, government, state, municipal or other authority. However, in the
<br />Agreement and in combination with certain services, Carrier may elect to install, attach to
<br />Customer equipment, or provide portable devices (hardware and/or software) that shall
<br />remain the personal proprietary property of Carrier. No devices installed, attached to real
<br />property or portable device(s) shall become a fixture of the Customer locations. Customer
<br />shall not acquire any interest, title or equity in any hardware, software, processes, and
<br />other intellectual or proprietary rights to devices that are used in connection with providing
<br />service on Customer equipment.
<br />13. DATA RIGHTS (Service Contracts only) - Customer hereby grants and agrees to grant to Carrier
<br />a worldwide, will non-exclusive, non -terminable, irrevocable, perpetual, paid -up, royalty free license
<br />to any Source Data, with the right to sub -license to its affiliates and suppliers for (i) Carrier's
<br />performance of services pursuant to this Agreement, (ii) the improvement of Carrier services, and Carrier's
<br />Analytics Platform; (iii) improving product performance, operation, reliability, and maintainability;
<br />(iv) to create, compile, and/or use datasets and/or statistics for the purposes of
<br />benchmarking, development of best practices, product improvement; (v) the provision of services to third
<br />parties, (vi) research, statistical, and marketing purposes, and/or (vii) in support of Carrier agreements.
<br />Source Data— shall mean data that is produced directly from a system, or device and received
<br />at a collection point or a central server (e.g. a Carrier database, data lake, or third party cloud service).
<br />Analytics Platform — shall mean server algorithms or web interface systems used
<br />to (i) interpret, convert, manipulate, or calculate data, (u) perform data processing, and/or (iii) the
<br />delivery of data to Carrier, affiliates or suppliers of Carrier, and/or customer.
<br />14. RETURN OF DATA (Service Contracts only) - Customer understands and acknowledges that
<br />the portable devices will collect Source Data that will be stored on and/or transmitted
<br />to Carrier's servers and to suppliers or affiliates that are contracted by Carrier and used to transmit,
<br />process, extract or store such Source Data for purposes of Carrier's performance
<br />of the service in accordance with this Agreement. Once such data and information has been stored and/or
<br />transmitted to Carrier's servers, Customer agrees that such data and information shall
<br />become part of Carrier's database and therefore subject to the license terms under section 13.
<br />15. DATA DELIVERY - During the term of the Agreement Customer shall (i) make reasonable efforts to
<br />ensure that the hardware remains powered on, (ii) avoid intentional action
<br />to impede, block or throttle collection and transmission of Source Data by Carrier,
<br />and (iii) avoid intentional action to disable, turn off, or remove the hardware without Carrier's
<br />express written consent, which consent shall not be unreasonably withheld.
<br />16. REVERSE ENGINEERING - Customer shall not extract, decompile or reverse engineer
<br />any software included with, incorporated in, or otherwise associated with the hardware and
<br />shall not reverse engineer any reports or analytics provided to or received by Customer from Carrier.
<br />17. WAIVER OF DAMAGES - Under no circumstances shall Carrier be liable for any
<br />incidental, special or consequential damages, including loss of revenue, loss of use of
<br />equipment or facilities, or economic damages based on strict liability or negligence.
<br />18. LIMITATION OF LIABILITY - Carrier's maximum liability for any reason (except for
<br />personal injuries) arising from this Agreement shall not exceed the value of the payments
<br />received by Carrier under this Agreement.
<br />19. CANCELLATION - Customer may cancel this Agreement only with Carrier's prior
<br />written consent, and upon payment of reasonable cancellation charges. Such charges
<br />shall take into account costs and expenses incurred, and purchases or contract
<br />commitments made by Carrier and all other losses due to the cancellation including a
<br />reasonable profit.
<br />20. CUSTOMER TERMINATION FOR CARRIER NON-PERFORMANCE - Customer
<br />shall have the right to terminate this Agreement for Carrier's non-performance provided
<br />Carrier fails to cure such non-performance within thirty (30) days after having been given prior
<br />to disconnect and remove any Carver personal proprietary property or devices as well
<br />as remove any and all Carrier -owned parts, tools and personal property. Additionally,
<br />Customer agrees to pay Carrier for all incurred but unamortized service costs performed
<br />by Carrier including overheads and a reasonable profit.
<br />21. CARRIER TERMINATION - Carrier reserves the right to discontinue its service any
<br />time payments have not been made as agreed or if alterations, additions or repairs are
<br />made to equipment during the term of this Agreement by others without prior agreement
<br />between Customer and Carrier.
<br />22. CLAIMS - Any lawsuits arising from the performance or nonperformance of this
<br />Agreement, whether based upon contract, negligence, and strict liability or otherwise, shall
<br />be brought within one (1) year from the date the claim arose.
<br />23. GOVERNMENT PROCUREMENTS - The components, equipment and services
<br />provided by Carrier are "commercial items" as defined in Section 2.101 of the Federal
<br />Acquisition Regulations ("FAR"), and the prices of such components, equipment and
<br />services are based on Carrier's commercial pricing policies and practices (which do not
<br />consider any special requirements of U.S. Government cost principles, FAR Part 31, or
<br />any similar procurement regulations). As such, Carrier will not agree to provide or certify
<br />cost or pricing data, nor will Carrier agree to comply with the Cost Accounting Standards
<br />(CAS). In addition, no government procurement regulations, such as FARs or DFARs,
<br />shall apply to this Agreement except those regulations expressly accepted in
<br />writing by Carrier.
<br />24. HAZARDOUS MATERIALS - Carrier is not responsible for the identification,
<br />detection, abatement, encapsulating or removal of asbestos, products or materials
<br />containing asbestos, similar hazardous substances, or mold, fungi, mildew, or bacteria.
<br />If Carrier encounters any asbestos or other hazardous material while performing this
<br />Agreement, Carrier may suspend its work and remove its employees from the project,
<br />until such material and any hazards associated with it are abated. The time for Carrier's
<br />performance shall be extended accordingly, and Carrier shall be compensated for
<br />the delay.
<br />25. WASTE DISPOSAL - Customer is wholly responsible for the removal and proper
<br />disposal of waste oil, refrigerant and any other material generated during the term of
<br />this Agreement.
<br />26. SUPERSEDURE, ASSIGNMENT and MODIFICATION - This Agreement contains the
<br />complete and exclusive statement of the agreement between the parties and supersedes
<br />all previous or contemporaneous, oral or written, statements. Customer may assign this
<br />Agreement only with Carrier's prior written consent. No modification to this Agreement
<br />shall be binding unless in writing and signed by both parties.
<br />Equipment and/or Service
<br />CCS-TCES 091418
<br />Carrier Commercial Service
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