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SERVICEPLUS CARRIER CORPORATION COMMERCIAL SERVICE TERMS AND CONDITIONS OF SALE-SERVICE(Rev 10-03) 1. PAYMENT AND TAXES—Payment shall be made 1.25%10/net 30 days from -Permit access to Customer's site,and use of building services including but date of invoice. Carrier reserves the right to require cash payment or other alter- not limited to:water,elevators,receiving dock facilities,electrical service and native method of payment prior to completion of work if Carrier determines,in its local telephone service. sole discretion,that Customer or Customer's assignee's financial condition at any -Keep areas adjacent to equipment free of extraneous material,move any time does not justify continuance of the net 30 days payment term. In addition to stock,fixtures,walls or partitions that may be necessary to perform the the Agreement price,the Customer shall pay Carrier any applicable taxes or gov- specified service. ernment charges that may be required in connection with the service or material -Promptly notify Carrier of any unusual operating conditions. furnished under this Agreement. -Upon agreement of a timely mutual schedule,allow Carrier to stop and start 2. WORKING HOURS—All services performed under this Agreement including equipment necessary to perform service. major repairs,are to be provided during Carrier's normal working hours unless -Provide adequate water treatment. otherwise agreed. -Provide the daily routine equipment operation(if not part of this Agreement) 3. ADDITIONAL SERVICE—Services or parts requested by Customer in addition including availability of routine equipment log readings. to those specified in this Agreement will be provided upon receipt of Customer's -Where Carrier's remote monitoring service is provided,provide and maintain written authorization and invoiced at Carrier's prevailing labor rates and parts a telephone line with long distance direct dial and answer capability. charges.Additional services or parts shall be supplied under the terms of this -Operate the equipment properly and in accordance with instructions. Agreement. -Promptly address any issues that arise related to mold,fungi,mildew or 4. EXCLUSIONS—Carrier is not responsible for items not normally subject to bacteria. mechanical maintenance including but not limited to:duct work,casings,cabinets, 9. EQUIPMENT CONDITION&RECOMMENDED SERVICE—Upon the initial fixtures,structural supports,grillage,water piping,steam piping,drain piping, scheduled operating and/or initial annual stop inspection,should Carrier determine cooling tower fill,boiler tubes,boiler refractory,disconnect switches and circuit the need for repairs or replacement,Carrier will provide Customer in writing an breakers.Carrier is not responsible for repairs,replacements,alterations,addi- 'equipment condition'report including recommendations for corrections and the lions,adjustments,repairs by others,unscheduled calls or emergency calls,any of price for repairs in addition to this Agreement. which may be necessitated by negligent operation,abuse,misuse,prior improper In the event Carrier recommends certain services(that are not included herein maintenance,vandalism,obsolescence,building system design,damage due to or upon initial inspection)and if Customer does not elect to have such services freezing weather,chemical/electrochemical attack,corrosion,erosion,deterioration properly performed in a timely fashion,Carrier shall not be responsible for any due to unusual wear and tear,any damage related to the presence of mold,fungi, equipment or control failures,operability or any long-term damage that may mildew,or bacteria,damage caused by power reductions or failures or any other result. Carrier at its option will either continue to maintain equipment and/or con- cause beyond Carrier's control. trols to the best of its ability,without any responsibility,or remove such equip- Carrier is not responsible for the identification,detection,abatement,encapsu- ment from this Agreement,adjusting the price accordingly. lating or removal of asbestos,products or materials containing asbestos,similar 10.CUSTOMER TERMINATION—Customer shall have the right to terminate this hazardous substances,or mold,fungi,mildew,or bacteria. In the event that Agreement for Carrier's non-performance provided Carrier fails to cure such non- Carrier encounters any asbestos product or any hazardous material in the course performance within 30 days after having been given prior written notice of the of performing its work,Carrier may suspend its work and remove its employees non-performance. Upon early termination or expiration of this Agreement,Carrier from the project,until such product or material,and any hazards connected with it shall have free access to enter Customer locations to disconnect and remove any are abated. Carrier shall receive an extension of time to complete its work and Carrier personal proprietary property or devices as well as remove any and all compensation for delays encountered as a result of such situation and its correc- Carrier-owned parts,tools and personal property. Additionally,Customer agrees tion. to pay Carrier for all incurred but unamortized service costs performed by Carrier Carrier shall not be required to perform tests,install any items of equipment or including overheads and a reasonable profit. make modifications that may be recommended or directed by insurance compa- 11.CARRIER TERMINATION—Carrier reserves the right to discontinue its service nies,government,state,municipal or other authority. However,in the event any any time payments have not been made as agreed or if alterations,additions or such recommendations occur,Carrier,at its option,may submit a proposal for repairs are made to equipment during the term of this Agreement by others with- Customer's consideration in addition to this Agreement. Carrier shall not be out prior agreement between Customer and Carrier. required to repair or replace equipment that has not been properly maintained. 12.LIMITATION OF LIABILITY—Under no circumstances shall Carrier be held 5. WARRANTY—Carrier warrants that all service provided under this Agreement liable for any incidental,special or consequential damages,including loss of rev- shall be performed in a workmanlike manner. Carrier also warrants all Carrier enue,loss of use of equipment or facilities,or economic damages based on strict parts or components supplied hereunder to be free from defects in material and liability or negligence.Carrier shall be liable for damage to property,other than the workmanship.For parts or components determined to be defective within one year equipment provided under this Agreement,and to persons,to the extent that from date of installation or before the termination date of this Agreement, Carrier's negligent acts or omissions directly contributed to such injury or property whichever is earlier,and in the case of service,determined to be defective within damage. Carrier's maximum liability for any reason(except for personal injuries) ninety(90)days of completion of that service,Carrier shall at its option repair, shall consist of the refunding of all moneys paid by Customer to Carrier under this replace,or issue a credit,for any such parts,components or service,provided Agreement,subject to right of removal and return of equipment provided under they were not damaged,abused,or affected by chemical properties. Any claim for this Agreement to Carrier. defective workmanship must be provided to Carrier in writing. THIS WARRANTY 13.WASTE DISPOSAL—Customer is wholly responsible for the removal and prop- IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS,IMPLIED OR STATUTORY er disposal of waste oil,refrigerant and any other material generated during the INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS term of this Agreement. FOR A PARTICULAR PURPOSE.Carrier's obligations to repair,replace,or issue 14.CLAIMS—Any suits arising from the performance or non-performance of this credit for any defective parts,components or service shall be Customer's exclusive Agreement,whether based upon contract,negligence,strict liability or otherwise, remedy. shall be brought within one(1)year from the date the claim arose. 6. PROPRIETARY RIGHTS—During the term of this Agreement and in combina- 15.G0VERNMENT PROCUREMENTS—Carrier offers standard commercial items tion with certain services,Carrier may elect to install,attach to Customer equip- that may not comply with Government specifications. Carrier does not comply ment,or provide portable devices(hardware and/or software)that shall remain the with the Cost Accounting Standards(CAS)or with the Federal Acquisition personal proprietary property of Carrier. No devices installed,attached to real Regulations(FAR). In no event shall Carrier provide any Cost or Pricing Data in property or portable device(s)shall become a fixture of the Customer locations. connection with this Agreement or subsequent modifications. Customer shall not acquire any interest,title or equity in any hardware,software, 16.SUPERSEDURE,ASSIGNMENT and MODIFICATION—This Agreement contains processes,and other intellectual or proprietary rights to devices that are used in the complete and exclusive statement of the agreement between the parties and connection with providing service on Customer equipment. supersedes all previous or contemporaneous,oral or written,statements. 7. DELAYS—Delays caused by conditions beyond the reasonable control of either Customer may assign this Agreement only with Carrier's prior written consent. No party shall not be the liability of either party to this Agreement. modification to this Agreement shall be binding unless in writing and signed by 8. CUSTOMER RESPONSIBILITIES—Customer shall: both parties. -Provide safe and reasonable equipment access and a safe work environment.