|
<br />G & R Controls
<br />
<br />TERMS AND CONDITIONS (WIO FLS)
<br />
<br />The following terms and conditions are attached to and form an integral part of G & R Controls' Preventive Maintenance Agreement ("Proposal"). The
<br />portions of such Proposal relating to "Scope of Work" or any "Proposed Solution" (in either case, referred to herein as the "Proposed Solution"), together
<br />w.se terms and conditions, are collectively referred to as the "Preventative Maintenance Agreement (PMA)".
<br />A 1: General so notified and shall take corrective action within thirty (30) days, or such
<br />1.1 a) The PMA, when accepted in writing by the Customer and approved Equipment shall be. automati,cally removed. from coverag~ hereun~er
<br />by an authorized representative of G & R CONTROLS shall constitute the G & R CONTROLS Will not be liable or responsible for the continued testing,
<br />entire, complete and exclusive agreement between the parties relating to a malnten.ance, repa.lf,. replacement or operating capabilitIes, c,f,any po~~on of
<br />technical support program ("Services") for the equipment and software the EqUipment until It has been restored to an acceptable initIal condition at
<br />identified in the List of Equipment or the Service Coverage Report attached Customer's sole expense. Any services provided by G & R CONTROLS in
<br />to the PMA ("Equipment") and shall supersede and cancel all prior the C<?urse o~ such rest?ration w!1I be sep~rately charged, .on. ~ tim~ and
<br />agreements and understandings, written or oral, relating to the subject matenals baSIS, and not Included In fees paid hereunder. If mdlvldualltems
<br />matter of the PMA. The PMA and any rights or obligations hereunder may of Equipment cannot, in G & R CONTROLS' sole determination, be properly
<br />not be assigned by either party without the advance written consent of the repaired or replaced due to age, obsolescence, lack of avaIlability of
<br />other refrigerant gas, halon gas, necessary parts, materials, compatibility or
<br />1.1 (b) The terms and conditions of this PMA shall not be modified or otherwise, or as a re~ul~ of excessive wear o~ dete:riorati?n,
<br />rescinded except in writing signed by an authorized representative of G & R G & R CONTROLS may, within ten (10) days of such Inspection, give
<br />CONTROLS. G & R CONTROLS' performance under this PMA is expressly written notice that it is withdrawing such items from coverage under this
<br />conditioned on Customer's assenting to all of the terms of this PMA, PMA and adjust the amounts to be paid hereunder accordingly. .
<br />notwithstanding any different or additional terms contained in any writing at 2.3 If the Proposed. Solution p~o~ldes for mal.ntenance, any rep~lrs
<br />any time submitted or to be submitted to G & R CONTROLS by Customer and replacements of EqUipment are limited to restonng the proper working
<br />relating to this subject matter. condition of such EqUipment. G & R CONTROLS Will not be obligated to
<br />1.1 c) The terms and conditions set forth herein shall supersede, govern provide replacement Equipme~t. that represents significant capital
<br />and control any conflicting terms of the Proposed Solution or the Proposal Improvement compared to the angInal. Exchanged components become
<br />. . .' the property of G & R CONTROLS, except Hazardous Materials, which will
<br />1.2. T~ls .PMA shaH au~omatlcally renew for ~~ccesslve one (1) ye~r under all circumstances remain the property and responsibility of Customer.
<br />penods beginning on the anniversary date of the anginal term as set forth In
<br />the Proposal, unless stated otherwise in the PMA. Article 3: Charges, Fees and Invoices
<br />1.3 This PMA shall be governed by and enforced in accordance with 3.1. ~ayments to be ~ade unde.r this P.MA will provide for, and be in
<br />the laws of the State of South Dakota. All claims or disputes arising under cansl.deratlon of, only ~ervlc~s sp.eclficaffy In~lu~ed under the ~raposed
<br />this PMA shall be litigated in the State in which Services are being provided Solution. All other Services, Including but not limited to the follOWing, shall
<br />to Customer hereunder be separately billed or surcharged on a time and materials basis: (a)
<br />1.4 The Services are outlined in the attached PMA's Proposed emergency Service.s periormed at Cu;stomer'.s reques~, if inspection does
<br />Solution provisions, incorporated by reference herein, and shall be not reve~1 any defiCiency covered ,by thiS PMA, (~) Servlce~ performed ot~er
<br />performed on the Equipment during G & R CONTROLS' normal working than dUring G & R CONTROLS normal working hours, and (c) Service
<br />hours, Monday through Friday inclusive, excluding holidays, unless performed on ~qulpment not covered ~y thiS PMA. .
<br />otherwise set forth herein. 3.2 InVOices are due upon receipt or otherwise as may be set forth
<br />1. Customer will at all times designate a contact person with therein. If any payment .is not received when due, G & R CONTROLS may
<br />a y to make decisions for Customer regarding the Services. Customer dee.m Cust~mer to be In breach .hereof an~ may .e~for.ce any rem.edles
<br />will provide G & R CONTROLS with information sufficient to contact such avall~bl~ to It here~nder or at law, In~ludlng Without limitation suspenSion <:>r
<br />person in an emergency. If such representative cannot be reached, any request te.rn~lna~lon of Services and acceleration of paym~nts. Any amount not paid
<br />for Service received from a person located at Customer's premises will be wlt~ln s.lxty (60) days of the date due s~all accrue Interest from the date due,
<br />deemed authorized by Customer, and G & R CONTROLS will. in its discretion until paid, at the rate often percent (10 Vo) per annum.
<br />act accordingly. ' 3.3 Customer !s responsible for payin~ ~ny present or future sal~s,
<br />1.6 G & R CONTROLS will be permitted to control and/or operate all use, occupancx, excise or other federal, proVinCial, or local tax due or oWing
<br />Equipment necessary to perform the Services. as a result of thIS PMA.
<br />1.7 G & R CONTROLS will not be required to conduct safety or other Article 4: Allocation of Risk
<br />tests, install new devices or equipment or make modifications to any 4.1 (a) Until one year from either the date hereof or the date the Equipment
<br />Equipment beyond the Proposed Solution set forth in this PMA. Any is installed, whichever first occurs. All equipment provided and installed by
<br />Customer request to change the Proposed Solution or the nature of the G & R CONTROLS will be free of defects in material and workmanship
<br />Services must be in the form of a mutually agreed change order, effective arising from normal use and service.
<br />only when executed by all parties hereto. 4.1 (b) Labor for all Services under this PMA is warranted for 90 days after
<br />1.8 If the Equipment is altered or moved by any person, including the work is performed.
<br />Customer, other than. G & R CONTROLS or a person authorized by it, 4.2 (a) The limited warranties set forth in Section 4.1 will be void as to, and
<br />Customer shall Immediately notify G & R CONTROLS In writing, and G & R shall not apply to. any Equipment (i) repaired, altered or improperly installed
<br />CONTROLS reserves the. right to perform a reaccePt~nce test on, or If by any person other than G & R CONTROLS or its authorized
<br />necessary a recommissioning of, the system at Customer 5 expense. representative; (ii) subjected to unreasonable or improper use or storage,
<br />1.9 After any of the following events, G & R CONTROLS will have no used beyond rated conditions, operated other than per G & R CONTROLS'
<br />liability or obligation under this PMA, whether relating to the testing, or the manufacturer's instructions, or otherwise subjected to improper
<br />inspection, maintenance or operation of any Equipment, and may terminate maintenance, negligence or accident; (iii) damaged because of any use of
<br />or suspend services under this PMA immediately upon giving notice to the Equipment after Customer has, or should have, knowledge of any defect
<br />Customer' Customer fails to (a) authorize a reacceptance test or in the Equipment; or (iv) not provided and installed by G & R CONTROLS.
<br />recommissioning that G & R CONTROLS deems necessary; (b) notify However. G & R CONTROLS assigns to Customer, without recourse. any
<br />G & R CONTROLS of any modifications or changes to the Equipment per and all assignable warranties available from any manufacturer, supplier, or
<br />Section 1.10; (c) notify G & R CONTROLS of any conditions, malfunctions subcontractor of such Equipment.
<br />or changes per Section 6.2; or (d) provide the access required by Section (b) Any claim under the limited warranty granted above must be made
<br />6.3. in writing to G & R CONTROLS within thirty (30) days after discovery of the
<br />Article 2: Equipment Testing, Inspection and Maintenance claimed defect, unless discovered directly by G & R CONTROLS. Such
<br />2.1 The Customer represents that all Equipment is in satisfactory limited warra.nty only extends to ~ustomer and not to a.ny subsequent owner
<br />w_ condition. By the latter of the first thirty (30) days of this PMA or the of the EqUipment. Customer s . sole. and exclUSive remedy. for any
<br />fi eduled inspection G & R CONTROLS will have inspected all the EqUipment or Services not con.forml~g WIth ~hls limIted warranty IS lImited .to,
<br />E ent' at G & R CONTROLS' option, (I) repair or replacement of defective
<br />q . . . . components of covered Equipment, or (ii) reperformance of the defective
<br />2.2 If G & R CONTROLS determines as a result of such inspection portion of the Services or (ii) to the extent previously paid the issuance of a
<br />that any Equipment is in need of repair or replacement, the Customer will be ' ,
<br />
<br />Cass Co. Vector Control
<br />
<br />Preventative Maintenance Agreement
<br />
<br />7/14/06 Page 9
<br />
|