|
TRANE SERVICE AGREEMENT
<br />-Pe re s avid Conditions
<br />The following "Terms and Conditions" are attached to and made a part of
<br />the Service Agreement ("Agreement") between the named Customer and
<br />Trane.
<br />For Services performed in the United States, "Trane" shall mean Trane U.S. l...
<br />For Services performed in Canada, "Trane" shall mean Trane Canada Co., except
<br />where the context provides otherwise.
<br />Trane', Services are famished pursuant to and subject to the following tens and
<br />condi hons, except for any Services that are [he su bjec[ of a pre-existing valid
<br />written agreement currently in effect between Trane and Customer, in which case
<br />such written agreement shall apply.
<br />1. Acceptance. A Proposal or Agreement made upon these tens i subject to
<br />Customer acceptance in writing delivered to Trane within thirty (30) days from [he
<br />date here,£. If your order i acceptance of a written Proposal on a form
<br />provided by Trane, without the addition of any other terms and conditions of sale
<br />or any other modific Lion, this document shall be treated solely as an
<br />acknowledgment of such order, ,,bjec[ to credit approval. Ifyour order is n,[ such
<br />an acceptance, [hen this document is Trane', offer, subject to credit approval, to
<br />provide the services solely in accordance with the following terms and conditions
<br />of sale. If we do not hear from y,u within two weeks from the date hereof, Trane
<br />shall rely upon your silence as an acceptance of these tens and conditions and any
<br />performance will be pursuant hereto. Customer's acceptance of services by Trane
<br />will in any event cons ti[ut. an acceptance by Customer of these [ens and
<br />conditions.
<br />2. Term, Renewal, and Cancellation. The Initial Term of this Agreement shall be
<br />I
<br />s stated in [he "Pricing & Acceptance" section hereof. Thereafter, unless earlier
<br />tenina[ed, this Agreement shall be automatically renewed for succeeding 12
<br />month tens (each a "Renewal Term"), .bjec[ to the Renewal Pricing Adjustment,
<br />upon Tmne's delivery to Customer of a service renewal letter at least forty-five
<br />(45) days in advance of the scheduled expiration date and Customer's failure to
<br />notify T ane writing o later than thirty (30) days prior to the scheduled
<br />expiration date that the Agreement shall not be renewed. This Agreement may be
<br />cancelled upon the written mice of either party to the other (for any reason or no
<br />reasonI no later than thirty (30) days prior to the scheduled expiration date;
<br />provided, however, that, in the event of a cancellation by Customer, Customer shall
<br />pay to Trane the balance of [he Service Fee applicable to the then current 12 month
<br />period of the Ten. The Service Fee is based on performance during regular
<br />business hours.
<br />3. Renewal Pricing Adjustment The Service Fee for an impending Renewal
<br />Ten shall be the Current Service Fee (de Fined as the Service Fee for the Initial or
<br />Renewal Ten immediately preceding the impending Renewal Term) adjusted by
<br />the following. (a) increase and/or decrease for additions and/or deletions to Scope
<br />of Services (b) 25 % of the Cument Service Fee shall be adjusted based upon the
<br />calendar year change in the (i) U.S. Bureau of Labor Statistics Producer Price
<br />Index for selected c modity groupings (Metals and Metal Products) for Services
<br />performed in the United States or (ii) Statistics Canada Producer Price Index,
<br />Goods (Raw Ma nals Prices Index) for Services perfoned in Canada; (c) 65 % of
<br />the Curent Service Fee shall be adjusted based up,n the change to cost of labor;
<br />and (d) 10% of the Service Fee shall be adjusted based upon changes to Trane
<br />s --head costs which include but are not limited to the cost of fuel, truck
<br />leasing, and office -related overhead factors. The Service Fee for an impending
<br />Renewal Tenn shall be set forth in the service renewal letter Furnished to Costumer.
<br />4_ Payment and Taxes. Payment is due upon receipt of Trane', inw ice. Except
<br />as may ,[herwise be provided in the "Service Fee" section, annual Service Fee
<br />amounts shall be paid in advance of performance of the Services Trane reserves
<br />the right to add to any account outstanding for more than 30 days a service charge
<br />equal to the lesser of the maximum allowable legal interest rate or 1.5 % of the
<br />principal amount due at the end ,f each month. Without liability to Customer,
<br />Tr may discontinue services whenever payment is overdue. In addition to the
<br />stated Service Fee, Customer shall pay all taxes not legally required to be paid by
<br />Trane or, al[ematively, shall provide Trane with acceptable tax exemption
<br />certificates. Customer shall pay all costs (including att,m,y,' fees) incurred by
<br />Trane in attempting to collect amounts due.
<br />5. Termination. This Agreement may be terminated by either party upon a
<br />material breach by [he other party of its obligations hereunder upon fourteen (14)
<br />calendar days prior written notice to the breaching party and the failure of the
<br />breaching party [n cure the breach within such fourteen (14) day period.
<br />Notwithstanding any termination, Customer shall remain liable to Trane for any
<br />amounts for services provided by Trane and not then paid.
<br />6. Performance. Trane shall perfon the services described in this Agreement
<br />with resec pt to the listed Equipm nt with reasonable promptness i workmanlike
<br />in orlon.. with inust dry standards gra enelly applicable in the area.
<br />Exceptr as otherwise provided in writing in "Scope of Services;' Services will be
<br />perfoned during Trane', nonal business hours and any after-hours services shall
<br />be bi➢ed separately according to then prevailing overtime or emergency
<br />labor/labour rates. Trane', duty to perfon under this Agreement and the Service
<br />Fee are subject [o [he approval of Tr,,,', credit department, are subject to Events
<br />of Force Majeure, and contingent upon [he ability to procure materials from the
<br />usual sources of supply. Upon disapproval of the credit department or upon the
<br />occurrence of any such event as afresaid, Trane may delay or suspend
<br />performance or, at its option, renegotiate Service Fees, and/or terms and conditions
<br />with the Customer. If Trane and Customer are unable to agree on such revisions,
<br />this Agreement shall be cancelled without any liability, other than Customer's
<br />obligation to pay for services rendered by Trane to the date of cancellation. This
<br />Agreement presupposes that all major pieces of equipment are in proper operating
<br />condition as of the date hereof. Services Famished are premised on the Equipment
<br />being in intainable condition. In no event shall Trane have any obligation to
<br />replace Equipment that is no longer maintainable. During the firs[ 30 days of this
<br />Agreement, and/or upon seasonal start-up (if included in the Services), an
<br />inspection by a Trane technician of Covered Equipment indicates repairs ,r
<br />replacement is required, Trane will provide a wnnen quotation for such repairs or
<br />replacement. If Cusmmer does not authorize such repairs or replacement, Trane
<br />may remove the a ceptable Equipment from the "Equipment Coverage" or
<br />"Scope of Services'acsectio,, of [his Agreement and adjust the Service Fee
<br />accordingly. During the Tern, Trane may elect to install/attach to Customer
<br />equipment or provide portable devices (hardware In
<br />software) for execution of
<br />control or diagnostic procedures. Such devices shall remain the personal
<br />pr,prie[ary property ,f Trane and in n, event shall become a fixture of customer
<br />locations. Cusmmer shall not acquire any interest, title or equity in any hardware,
<br />software, processes, and other intellaetual or proprietary rights I. devices used i
<br />connection with providing service on Customer equipment. Trane reserves the
<br />right to remove such items at its discretion. Trane may refuse to perf,nn any
<br />ces or work where working conditions could endanger or put at risk the safety
<br />of Trane employees or subconvac[ors.
<br />
|