Quote #004052024 1
Address 2478 Peck Road
City of Industry CA 90601
Phone (818) 652-2365
Fax (860) 998-7888
E-mail [email protected]
Contact Name Gina Nila
Account City of Commerce
Phone (323) 722-4805 x2839
Site Address 5600 Harbor St,
Commerce, CA 90040
Estimate Date 04/05/2024
Quote Number 004052024
Job Description Rosewood Park - Replace 3 A/C units
Scope of Work
Check in with customer upon arrival
Disconnect electrical, controls, drain lines and ductwork Remove (3) existing units and properly dispose of
Existing isolation frames will also be removed and disposed of Furnish and install (3) new Carrier A/C Units – same capacity and voltage as existing Reconnect electrical, controls, drain line and ductwork Perform Factory Start-up to verify operation and clean work area Warranty: 1 year parts and labor warranty
Clarifications:
Structural Engineer will be hired by Carrier to perform Structural analysis and to provide anchoring details for 20 and 50 Ton units Carrier to hire the City’s Controls company to remove existing controls from old units and set up on new units.
New sheet metal platform covers and code compliant vibration isolation adapter curbs will be provided Crane fees included with two separate crane trips for this work Crane work will be performed during normal business hours Monday through Friday All work to be performed during Carrier’s normal business hours Monday through Friday from 6:00AM to 2:30PM Please note: new Carrier 50K Series units will not be available to order from the factory until middle of Q2 (applies to 20 & 50 Ton Units) Equipment Lead time: 34 to 36 weeks ARO
Exclusions / Clarifications
This quote does not include the waste disposal and labor performed outside normal business hours unless otherwise noted.
Overtime labor, Permits, Mechanical and Electrical Engineering, Architect, Fire Life Safety, Roofing, Upgrading Controls, Platform and Structural Modifications, Duct Cleaning, Ductwork replacement and or repairs, Any items not specifically listed above.
Total Quoted Price – Pricing through BuyBoard Contract Number: 720-23 Total Price for Scope of Work including applicable taxes:
Payment Terms:
30% upon approval
30% upon equipment arrival at crane yard
30% rough completion
10% punch list final
$417,713.00
Quote #004052024 2
This proposal is valid for 30 days from the date of proposal. Carrier's terms and conditions will govern in lieu of any other terms and conditions contained in any resulting Purchase, Order, Contract, Agreement, etc. Carrier would like to thank you for the continuing opportunity to be of service.
Sincerely, \oppid2\
Dan Marquez
Carrier Commercial Service
\n2\ \t2\
Title
\s2\ \d2\ \po2\
Customer Acceptance (signature) Date Purchase Order
This quote is valid for 30 days.
The attached Terms & Conditions shall govern.
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 3
CARRIER CORPORATION
TERMS AND CONDITIONS OF SALE EQUIPMENT
AND/OR SERVICE
1. PAYMENT AND TAXES - Payment shall be made net 30 days from date of invoice. Carrier reserves the right to require cash payment or other alternative method of payment prior to shipment or completion of work if Carrier determines, in its sole discretion, that Customer or Customer's assignee’s financial condition at any time does not justify continuance of the net 30 days payment term. In addition to the price, Customer shall pay Carrier any taxes or government charges arising from this Agreement. If Customer claims that any such taxes or government charges do not apply to the transactions governed by this Agreement, Customer shall provide Carrier with acceptable tax exemption certificates or other applicable documents. All past due invoices will accrue interest at the lesser of 1% per month or the maximum amount allowable by law.
2. EXTRAS - Equipment, parts or labor in addition to those specified in this Agreement will be provided upon receipt of Customer’s written authorization, paid for as an extra at Carrier’s prevailing labor rates and equipment/parts charges, and subject to the terms of this Agreement.
3. RETURNS - No items will be accepted for return without prior written authorization. Returned goods may be subject to a restocking charge. Special order and non-stock items cannot be returned.
4. SHIPMENT - All shipments shall be F.O.B. shipping point, freight prepaid and allowed to the job site. Shipment dates quoted are approximate. Carrier does not guarantee a particular date for shipment or delivery.
5. PARTIAL SHIPMENT - Carrier shall have the right to ship any portion of the equipment, goods or other materials included in this Agreement and invoice Customer for such partial shipment.
6. DELAYS - Carrier shall not be liable for delays in manufacturing, shipping or delivery by causes beyond the control and without the fault or negligence of Carrier, including but not restricted to acts of God, acts of a public enemy, acts of government, acts of terrorism, fires, floods, epidemics, quarantine restrictions, freight embargoes, supplier delays, strikes, or labor difficulties (collectively “Force Majeure Events”) which directly or indirectly affect manufacturing, shipping or delivery. Carrier shall remain excused from performance to the extent which, in its reasonable discretion, any such Force Majeure Event(s) continue to negatively impact Carrier’s performance, whether or not the Force Majeure Event itself has ended. Carrier agrees to notify Customer in writing as soon as practicable of the causes of such delay. In the event that any materials or equipment to be provided by Carrier under this Agreement become permanently unavailable as a result of a Force Majeure Event, Carrier shall be excused from furnishing such materials or equipment.
7. WARRANTY - Carrier warrants that all equipment manufactured by Carrier Corporation and all Carrier equipment, parts or components supplied hereunder will be free from defects in material and workmanship. Carrier shall at its option repair or replace, F.O.B. point of sale, any equipment, part or component sold by Carrier and determined to be defective within one (1) year from the date of initial operation or eighteen (18) months from date of shipment, whichever is earlier.
Carrier does not warrant products not manufactured by Carrier Corporation, but it does pass on to Customer any transferrable manufacturer warranties for those products. Carrier warrants that all service provided by Carrier hereunder shall be performed in a workmanlike manner. In the event any such service is determined to be defective within ninety (90) days of completion of that service, Carrier shall at its option re-perform or issue a credit for such service. Carrier’s obligation to repair or replace any defective equipment, parts or components during the warranty period shall be Customer’s exclusive remedy. Carrier shall not be responsible for labor charges for removal or reinstallation of defective equipment, parts or components, for charges for transportation, handling and shipping or refrigerant loss, or for repairs or replacement of such equipment, parts or components, required as a consequence of faulty installation, misapplication, vandalism, abuse, exposure to chemicals, improper servicing, unauthorized alteration or improper operation by persons other than Carrier. THIS
WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8. WORKING HOURS - All services performed under this Agreement, including but not limited to, major repairs, are to be provided during Carrier’s normal working hours unless otherwise agreed.
9. CUSTOMER RESPONSIBILITIES (Service Contracts only) - Customer shall:
• Provide safe and reasonable equipment access and a safe work environment.
• Permit access to Customer’s site, and use of building services including but not limited to: water, elevators, receiving dock facilities, electrical service and local telephone service. • Keep areas adjacent to equipment free of extraneous material, move any stock, fixtures, walls or partitions that may be necessary to perform the specified service.
• Promptly notify Carrier of any unusual operating conditions. • Upon agreement of a timely mutual schedule, allow Carrier to stop and start equipment necessary to perform service.
• Provide adequate water treatment.
• Provide the daily routine equipment operation (if not part of this Agreement) including availability of routine equipment log readings.
• Where Carrier’s remote monitoring service is provided, provide and maintain a telephone line with long distance direct dial and answer capability.
• Operate the equipment properly and in accordance with instructions. • Promptly address any issues that arise related to mold, fungi, mildew or bacteria.
• Identify and label any asbestos containing material that may be present. The customer will provide, in writing, prior to the start of a job, a signed statement regarding the absence or presence of asbestos for any job where the building or the equipment to be serviced is older than 1981. Should this document state that no asbestos is present, the customer will also provide in writing the method used to determine the absence of asbestos.
10. EXCLUSIONS - Carrier is not responsible for items not normally subject to mechanical maintenance including but not limited to: duct work, casings, cabinets, fixtures, structural supports, grillage, water piping, steam piping, drain piping, cooling tower fill, boiler tubes, boiler refractory, disconnect switches and circuit breakers. Carrier is not responsible for repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled calls or emergency calls, any of which may be necessitated by negligent operation, abuse, misuse, prior improper maintenance, vandalism, obsolescence, building system design, damage due to freezing weather, chemical/electrochemical attack, corrosion, erosion, deterioration due to unusual wear and tear, any damage related to the presence of mold, fungi, mildew, or bacteria, damage caused by power reductions or failures or any other cause beyond Carrier’s control. Carrier shall not be required to perform tests, install any items of equipment or make modifications that may be recommended or directed by insurance companies, government, state, municipal or other authority. However, in the event any such recommendations occur, Carrier, at its option, may submit a proposal for Customer’s consideration in addition to this Agreement. Carrier shall not be required to repair or replace equipment that has not been properly maintained.
11. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service
Contracts only) - Upon the initial scheduled operating and/or initial annual stop inspection, should Carrier determine the need for repairs or replacement, Carrier will provide Customer in writing an ‘equipment condition’ report including recommendations for corrections and the price for repairs in addition to this Agreement. In the event Carrier recommends certain services (that are not included herein or upon initial inspection) and if Customer does not elect to have such services properly performed in a timely fashion, Carrier shall not be responsible for any equipment or control failures, operability or any long-term Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 4
damage that may result. Carrier at its option will either continue to maintain equipment and/or controls to the best of its ability, without any responsibility, or remove such equipment from this Agreement, adjusting the price accordingly.
12. PROPRIETARY RIGHTS - Carrier may elect to install, attach to Customer equipment, or provide portable devices (hardware and/or software) that shall remain the personal proprietary property of Carrier. No devices installed, attached to real property or portable device(s) shall become a fixture of the Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices that are used in connection with providing service on Customer equipment.
13. DATA RIGHTS - Customer hereby grants and agrees to grant to Carrier a worldwide, non-exclusive, non-terminable, irrevocable, perpetual, paid-up, royalty free license to any Source Data, with the right to sub-license to its affiliates and suppliers for (i) Carrier’s performance of services pursuant to this Agreement, (ii) the improvement of Carrier services, and Carrier’s Analytics Platform; (iii) improving product performance, operation, reliability, and maintainability; (iv) to create, compile, and/or use datasets and/or statistics for the purposes of benchmarking, development of best practices, product improvement; (v) the provision of services to third parties, (vi) research, statistical, and marketing purposes, and/or (vii) in support of Carrier agreements.
Source Data – shall mean data that is produced directly from a system, or device and received at a collection point or a central server (e.g. a Carrier database, data lake, or third party cloud service).
Analytics Platform – shall mean server algorithms or web interface systems used to (i) interpret, convert, manipulate, or calculate data, (ii) perform data processing, and/or (iii) the delivery of data to Carrier, affiliates or suppliers of Carrier, and/or Customer.
14. RETURN OF DATA - Customer understands and acknowledges that the portable devices will collect Source Data that will be stored on and/or transmitted to Carrier’s servers and to suppliers or affiliates that are contracted by Carrier and used to transmit, process, extract or store such Source Data for purposes of Carrier’s performance of the service in accordance with this Agreement. Once such data and information has been stored and/or transmitted to Carrier’s servers, Customer agrees that such data and information shall become part of Carrier’s database and therefore subject to the license terms under section 13.
15. DATA DELIVERY - During the term of the Agreement Customer shall (i) make reasonable efforts to ensure that the hardware remains powered on, (ii) avoid intentional action to impede, block or throttle collection and transmission of Source Data by Carrier, and (iii) avoid intentional action to disable, turn off, or remove the hardware without Carrier’s express written consent, which consent shall not be unreasonably withheld.
16. REVERSE ENGINEERING - Customer shall not extract, decompile or reverse engineer any software included with, incorporated in, or otherwise associated with the hardware and shall not reverse engineer any reports or analytics provided to or received by Customer from Carrier.
17. WAIVER OF DAMAGES - Under no circumstances shall Carrier be liable for any indirect, incidental, special or consequential damages, including loss of revenue or profit, loss of use of equipment or facilities, loss of data, or economic damages howsoever arising.
18. LIMITATION OF LIABILITY - Carrier’s maximum liability for any reason (except for personal injuries) arising from this Agreement shall not exceed the value of the payments received by Carrier under this Agreement.
19. CANCELLATION - Customer may cancel this Agreement only with Carrier’s prior written consent, and upon payment of reasonable cancellation charges. Such charges shall take into account costs and expenses incurred, and purchases or contract commitments made by Carrier and all other losses due to the cancellation including a reasonable profit.
20. CUSTOMER TERMINATION FOR CARRIER NONPERFORMANCE - Customer shall have the right to terminate this Agreement for Carrier’s non-performance provided Carrier fails to cure such nonperformance within thirty (30) days after having been given prior written notice of the non-performance. Upon early termination or expiration of this Agreement, Carrier shall have free access to enter Customer locations to disconnect and remove any Carrier personal proprietary property or devices as well as remove any and all Carrier-owned parts, tools and personal property. Additionally, Customer agrees to pay Carrier for all incurred but unamortized service costs performed by Carrier including overheads and a reasonable profit.
21. CARRIER TERMINATION - Carrier reserves the right to discontinue its service any time payments have not been made as agreed or if alterations, additions or repairs are made to equipment during the term of this Agreement by others without prior agreement between Customer and Carrier.
22. CLAIMS - Any lawsuits arising from the performance or nonperformance of this Agreement, whether based upon contract, negligence, strict liability or otherwise, shall be brought within one (1) year from the date the claim arose. In the event of any dispute arising out of or related in any way to this Agreement, Carrier shall be entitled to recover all costs and expenses incurred in enforcing its rights hereunder, whether based in contract, tort or otherwise, including but not limited to all costs and attorney’s fees incurred in any such dispute.
23. GOVERNMENT PROCUREMENTS - The components, equipment and services provided by Carrier are “commercial items” as defined in Section 2.101 of the Federal Acquisition Regulations ("FAR"), and the prices of such components, equipment and services are based on Carrier's commercial pricing policies and practices (which do not consider any special requirements of U.S.
Government cost principles, FAR Part 31, or any similar procurement regulations). As such, Carrier will not agree to provide or certify cost or pricing data, nor will Carrier agree to comply with the Cost Accounting Standards (CAS).
In addition, no government procurement regulations, such as FARs or DFARs, shall apply to this Agreement except those regulations expressly accepted in writing by Carrier.
24. HAZARDOUS MATERIALS - Carrier is not responsible for the identification, detection, abatement, encapsulating or removal of asbestos, products or materials containing asbestos, similar hazardous substances, or mold, fungi, mildew, or bacteria. If Carrier encounters any asbestos or other hazardous material while performing this Agreement, Carrier may suspend its work and remove its employees from the project, until such material and any hazards associated with it are abated. The time for Carrier’s performance shall be extended accordingly, and Carrier shall be compensated for the delay.
25. WASTE DISPOSAL - Customer is wholly responsible for the removal and proper disposal of waste oil, refrigerant and any other material generated during the term of this Agreement.
26. SUPERSEDURE, ASSIGNMENT and MODIFICATION - This
Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous or contemporaneous, oral or written, statements. Customer may assign this Agreement only with Carrier’s prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both parties. Orders shall be binding upon Carrier when accepted in writing by an authorized representative of Carrier. CARRIER’S ACCEPTANCE OF CUSTOMER’S ORDER IS CONDITIONED UPON
CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS SET
FORTH HEREIN (THIS “AGREEMENT”) AND CUSTOMER’S
AGREEMENT TO BE BOUND BY AND COMPLY WITH THIS
AGREEMENT. THIS AGREEMENT AND ALL REFERENCED
ATTACHMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
CARRIER AND CUSTOMER, AND NO AMENDMENT OR
MODIFICATION SHALL BE BINDING ON CARRIER UNLESS SIGNED
BY AN OFFICER OR AUTHORIZED EMPLOYEE OF CARRIER. THE
FAILURE OF CARRIER TO OBJECT TO PROVISIONS CONTAINED IN
ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER
SHALL NOT BE CONSTRUED AS A WAIVER BY CARRIER OF THE
TERMS IN THIS AGREEMENT OR AN ACCEPTANCE OF ANY OF
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 5
CUSTOMER’S PROVISIONS. ANY CONFLICTING OR ADDITIONAL
TERMS OR CONDITIONS SET FORTH BY CUSTOMER IN A
PURCHASE ORDER OR OTHER DOCUMENT SHALL NOT BE
BINDING UPON CARRIER, AND CARRIER HEREBY EXPRESSLY
OBJECTS THERETO.
27. CUSTOMER CONSENT - Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects with Customer, including the value of such projects, in all forms and media for advertising, trade, and any other lawful purposes.
28. FOR WORK BEING PERFORMED IN CALIFORNIA - Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.
29. INTELLECTUAL PROPERTY – Notwithstanding anything to the contrary stated herein, Carrier retains ownership of its intellectual property and no license to Carrier’s intellectual property is granted except as necessary for Customer to use any deliverables and/or services provided hereunder.
30. DATA PRIVACY – Carrier processes personal data in accordance with its privacy notice at Carrier.com or via the following link:
https://www.carrier.com/carrier/en/worldwide/legal/privacy-notice. Each party will comply with applicable data privacy laws governing personal information collected and processed under this Agreement, including the California Consumer Privacy Act and the European General Data Protection Regulation, and take all reasonable commercial and legal steps to protect personal data. If Customer provides Carrier with personal data, Customer will ensure that it has the legal right to do so, including notifying the individuals whose personal data it provides to Carrier. If a party collects or processes personal data from California residents under this Agreement, such party is a “Service Provider” under the CCPA, and will not sell or exchange such personal data for anything of value.
31. FACTORY ACCEPTANCE TESTS AND INSPECTIONS – The nature and extent of factory acceptance tests or factory inspections, including without limitation, the number and identity of participants, locations visited, and activities undertaken, shall be limited to activities directly related to the performance of this Agreement. The tests or inspections will be subject to mutual agreement of the parties, Carrier policy and internal pre-approval requirements, and strictly comply with Customer’s policies as well as all applicable laws and regulations including, without limitation, all applicable laws and regulations prohibiting corruption.
32. CHANGE ORDER / ADDITIONAL WORK / PRICE ADJUSTMENTS
– Carrier will not perform additional work until such time as Carrier receives a change order, duly executed by each party, setting forth the scope and an agreed upon price for the additional work, as well as any appropriate adjustments to the delivery schedule. Additional work and/or materials supplied under any change order shall be subject to the terms of this Agreement. The price of services performed under this Agreement is subject to change due to increases in material costs related to tariffs, import duties, trade policy, epidemics, commodity or material costs, fuel surcharges, supplier costs, labor costs, or related impacts or market conditions. Such change shall come into effect on thirty (30) days’ prior written notice from Carrier to Customer. The price of equipment supplied under this Agreement is subject to increase in accordance with the Producer Price Index (PPI) published by the U.S. Department of Labor Bureau of Labor Statistics (BLS) for commodity: PCU33341-33341 HVAC and Commercial Refrigeration Equipment. Price escalation will be calculated as (i) total Agreement price multiplied by (ii) the PPI on date of equipment delivery to end customer, divided by (iii) PPI on date of execution of the Agreement. Total Agreement price is not subject to decrease.
33. OCCUPATIONAL SAFETY AND HEALTH (Service Contracts Only) – Carrier and Customer agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act (“OSHA”) relating in any way to the performance of work under this Agreement, the project or the job site.
34. ANTI-DISCRIMINATION POLICY – The Carrier Fostering a Respectful and Safe Work Environment policy is incorporated into these terms via this link:
https://www.carrier.com/commercial/en/us/media/carrier-anti-discriminationharassment-policy-02192021_tcm199-109848.pdf.
35. EQUIPMENT RENTALS – If all or a portion of this Agreement is for equipment rental, the Carrier Rental Systems Master Terms and Conditions – Rental, available at
https://www.carrier.com/rentals/en/us/rental-equipment/rental-forms/, shall apply to the rental equipment.
36. STATE CONTRACTOR LICENSE NUMBERS – A list of Carrier’s state contractor license, certificate, and registration numbers, which list is incorporated herein, is available via this link:
https://www.carrier.com/commercial/en/us/service/contractor-licenses.
37. ADDITIONAL TERMS AND CONDITIONS - CANNABIS
INDUSTRY - If Customer is involved in the cannabis industry in the US as a manufacturer, distributor, or otherwise, the additional terms and conditions available at https://www.carrier.com/commercial/en/us/legal/additional-terms, which are incorporated herein, shall apply.
38. ADDITIONAL TERMS AND CONDITIONS – ABOUND – If this
Agreement includes a subscription to the Abound platform, then the additional terms and conditions of the Abound Master SaaS Subscription Agreement available at https://abound.carrier.com/en/worldwide/saas-agreement which are incorporated herein, shall apply.
39. ADDITIONAL TERMS AND CONDITIONS – I-VU CLOUD – If
this Agreement includes a subscription to the i-Vu Cloud platform, then the additional terms and conditions of the i-Vu Master SaaS Subscription Agreement available at
https://www.shareddocs.com/hvac/docs/1000/Public/06/iVu_Master_SaaS_Agreement_Direct_09232022.pdf which are incorporated herein, shall apply..
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 6
Over 100 years of innovations
carrier.com/service
Quote #004052024 1
Address 2478 Peck Road
City of Industry CA 90601
Phone (818) 652-2365
Fax (860) 998-7888
E-mail [email protected]
Contact Name Gina Nila
Account City of Commerce
Phone (323) 722-4805 x2839
Site Address 4725 Astor Ave
Commerce, CA 90040
Estimate Date 04/05/2024
Quote Number 004052024
Job Description Bandini Park - Replace 6 A/C units
Scope of Work
Check in with customer upon arrival
Disconnect electrical, Thermostat wire, drain, gas lines and duct work Furnish and replace (6) A/C units with new Carrier equipment Note1: please note, new units are all Heat Pump type and will be the same capacity and voltage as existing.
Reconnect to existing electrical with new service disconnect and seal tight Reconnect to existing thermostat control wire and replace thermostats (Digital) Reconnect to existing drain lines and cap existing gas lines Perform Factory Start-up to verify operation and clean work area Note2: Crane fees included
Note3: Carrier to have old equipment hauled away and properly disposed of Warranty: 90 Days labor and 1 Year Parts
Equipment Information:
Equipment Lead time is 10 to 12 weeks
Exclusions / Clarifications
This quote does not include the waste disposal and labor performed outside normal business hours unless otherwise noted.
Quote #004052024 2
Overtime labor, Permits, Engineering, Fire Life Safety, Roofing, Upgrading Controls, Platform and Structural Modifications, Duct Cleaning, Duct work replacement and repairs, Any items not specifically listed above.
Total Quoted Price – Pricing through BuyBoard Contract Number: 720-23 Total Price for Scope of Work including applicable taxes: $131,296.00 This proposal is valid for 30 days from the date of proposal. Carrier's terms and conditions will govern in lieu of any other terms and conditions contained in any resulting Purchase, Order, Contract, Agreement, etc. Carrier would like to thank you for the continuing opportunity to be of service.
Sincerely, \oppid2\
Dan Marquez
Carrier Commercial Service
\n2\ \t2\
Title
\s2\ \d2\ \po2\
Customer Acceptance (signature) Date Purchase Order
This quote is valid for 30 days.
The attached Terms & Conditions shall govern.
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 3
CARRIER CORPORATION
TERMS AND CONDITIONS OF SALE EQUIPMENT
AND/OR SERVICE
1. PAYMENT AND TAXES - Payment shall be made net 30 days from date of invoice. Carrier reserves the right to require cash payment or other alternative method of payment prior to shipment or completion of work if Carrier determines, in its sole discretion, that Customer or Customer's assignee’s financial condition at any time does not justify continuance of the net 30 days payment term. In addition to the price, Customer shall pay Carrier any taxes or government charges arising from this Agreement. If Customer claims that any such taxes or government charges do not apply to the transactions governed by this Agreement, Customer shall provide Carrier with acceptable tax exemption certificates or other applicable documents. All past due invoices will accrue interest at the lesser of 1% per month or the maximum amount allowable by law.
2. EXTRAS - Equipment, parts or labor in addition to those specified in this Agreement will be provided upon receipt of Customer’s written authorization, paid for as an extra at Carrier’s prevailing labor rates and equipment/parts charges, and subject to the terms of this Agreement.
3. RETURNS - No items will be accepted for return without prior written authorization. Returned goods may be subject to a restocking charge. Special order and non-stock items cannot be returned.
4. SHIPMENT - All shipments shall be F.O.B. shipping point, freight prepaid and allowed to the job site. Shipment dates quoted are approximate. Carrier does not guarantee a particular date for shipment or delivery.
5. PARTIAL SHIPMENT - Carrier shall have the right to ship any portion of the equipment, goods or other materials included in this Agreement and invoice Customer for such partial shipment.
6. DELAYS - Carrier shall not be liable for delays in manufacturing, shipping or delivery by causes beyond the control and without the fault or negligence of Carrier, including but not restricted to acts of God, acts of a public enemy, acts of government, acts of terrorism, fires, floods, epidemics, quarantine restrictions, freight embargoes, supplier delays, strikes, or labor difficulties (collectively “Force Majeure Events”) which directly or indirectly affect manufacturing, shipping or delivery. Carrier shall remain excused from performance to the extent which, in its reasonable discretion, any such Force Majeure Event(s) continue to negatively impact Carrier’s performance, whether or not the Force Majeure Event itself has ended. Carrier agrees to notify Customer in writing as soon as practicable of the causes of such delay. In the event that any materials or equipment to be provided by Carrier under this Agreement become permanently unavailable as a result of a Force Majeure Event, Carrier shall be excused from furnishing such materials or equipment.
7. WARRANTY - Carrier warrants that all equipment manufactured by Carrier Corporation and all Carrier equipment, parts or components supplied hereunder will be free from defects in material and workmanship. Carrier shall at its option repair or replace, F.O.B. point of sale, any equipment, part or component sold by Carrier and determined to be defective within one (1) year from the date of initial operation or eighteen (18) months from date of shipment, whichever is earlier.
Carrier does not warrant products not manufactured by Carrier Corporation, but it does pass on to Customer any transferrable manufacturer warranties for those products. Carrier warrants that all service provided by Carrier hereunder shall be performed in a workmanlike manner. In the event any such service is determined to be defective within ninety (90) days of completion of that service, Carrier shall at its option re-perform or issue a credit for such service. Carrier’s obligation to repair or replace any defective equipment, parts or components during the warranty period shall be Customer’s exclusive remedy. Carrier shall not be responsible for labor charges for removal or reinstallation of defective equipment, parts or components, for charges for transportation, handling and shipping or refrigerant loss, or for repairs or replacement of such equipment, parts or components, required as a consequence of faulty installation, misapplication, vandalism, abuse, exposure to chemicals, improper servicing, unauthorized alteration or improper operation by persons other than Carrier. THIS
WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8. WORKING HOURS - All services performed under this Agreement, including but not limited to, major repairs, are to be provided during Carrier’s normal working hours unless otherwise agreed.
9. CUSTOMER RESPONSIBILITIES (Service Contracts only) - Customer shall:
• Provide safe and reasonable equipment access and a safe work environment.
• Permit access to Customer’s site, and use of building services including but not limited to: water, elevators, receiving dock facilities, electrical service and local telephone service. • Keep areas adjacent to equipment free of extraneous material, move any stock, fixtures, walls or partitions that may be necessary to perform the specified service.
• Promptly notify Carrier of any unusual operating conditions. • Upon agreement of a timely mutual schedule, allow Carrier to stop and start equipment necessary to perform service.
• Provide adequate water treatment.
• Provide the daily routine equipment operation (if not part of this Agreement) including availability of routine equipment log readings.
• Where Carrier’s remote monitoring service is provided, provide and maintain a telephone line with long distance direct dial and answer capability.
• Operate the equipment properly and in accordance with instructions. • Promptly address any issues that arise related to mold, fungi, mildew or bacteria.
• Identify and label any asbestos containing material that may be present. The customer will provide, in writing, prior to the start of a job, a signed statement regarding the absence or presence of asbestos for any job where the building or the equipment to be serviced is older than 1981. Should this document state that no asbestos is present, the customer will also provide in writing the method used to determine the absence of asbestos.
10. EXCLUSIONS - Carrier is not responsible for items not normally subject to mechanical maintenance including but not limited to: duct work, casings, cabinets, fixtures, structural supports, grillage, water piping, steam piping, drain piping, cooling tower fill, boiler tubes, boiler refractory, disconnect switches and circuit breakers. Carrier is not responsible for repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled calls or emergency calls, any of which may be necessitated by negligent operation, abuse, misuse, prior improper maintenance, vandalism, obsolescence, building system design, damage due to freezing weather, chemical/electrochemical attack, corrosion, erosion, deterioration due to unusual wear and tear, any damage related to the presence of mold, fungi, mildew, or bacteria, damage caused by power reductions or failures or any other cause beyond Carrier’s control. Carrier shall not be required to perform tests, install any items of equipment or make modifications that may be recommended or directed by insurance companies, government, state, municipal or other authority. However, in the event any such recommendations occur, Carrier, at its option, may submit a proposal for Customer’s consideration in addition to this Agreement. Carrier shall not be required to repair or replace equipment that has not been properly maintained.
11. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service
Contracts only) - Upon the initial scheduled operating and/or initial annual stop inspection, should Carrier determine the need for repairs or replacement, Carrier will provide Customer in writing an ‘equipment condition’ report including recommendations for corrections and the price for repairs in addition to this Agreement. In the event Carrier recommends certain services (that are not included herein or upon initial inspection) and if Customer does not elect to have such services properly performed in a timely fashion, Carrier shall not be responsible for any equipment or control failures, operability or any long-term Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 4
damage that may result. Carrier at its option will either continue to maintain equipment and/or controls to the best of its ability, without any responsibility, or remove such equipment from this Agreement, adjusting the price accordingly.
12. PROPRIETARY RIGHTS - Carrier may elect to install, attach to Customer equipment, or provide portable devices (hardware and/or software) that shall remain the personal proprietary property of Carrier. No devices installed, attached to real property or portable device(s) shall become a fixture of the Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices that are used in connection with providing service on Customer equipment.
13. DATA RIGHTS - Customer hereby grants and agrees to grant to Carrier a worldwide, non-exclusive, non-terminable, irrevocable, perpetual, paid-up, royalty free license to any Source Data, with the right to sub-license to its affiliates and suppliers for (i) Carrier’s performance of services pursuant to this Agreement, (ii) the improvement of Carrier services, and Carrier’s Analytics Platform; (iii) improving product performance, operation, reliability, and maintainability; (iv) to create, compile, and/or use datasets and/or statistics for the purposes of benchmarking, development of best practices, product improvement; (v) the provision of services to third parties, (vi) research, statistical, and marketing purposes, and/or (vii) in support of Carrier agreements.
Source Data – shall mean data that is produced directly from a system, or device and received at a collection point or a central server (e.g. a Carrier database, data lake, or third party cloud service).
Analytics Platform – shall mean server algorithms or web interface systems used to (i) interpret, convert, manipulate, or calculate data, (ii) perform data processing, and/or (iii) the delivery of data to Carrier, affiliates or suppliers of Carrier, and/or Customer.
14. RETURN OF DATA - Customer understands and acknowledges that the portable devices will collect Source Data that will be stored on and/or transmitted to Carrier’s servers and to suppliers or affiliates that are contracted by Carrier and used to transmit, process, extract or store such Source Data for purposes of Carrier’s performance of the service in accordance with this Agreement. Once such data and information has been stored and/or transmitted to Carrier’s servers, Customer agrees that such data and information shall become part of Carrier’s database and therefore subject to the license terms under section 13.
15. DATA DELIVERY - During the term of the Agreement Customer shall (i) make reasonable efforts to ensure that the hardware remains powered on, (ii) avoid intentional action to impede, block or throttle collection and transmission of Source Data by Carrier, and (iii) avoid intentional action to disable, turn off, or remove the hardware without Carrier’s express written consent, which consent shall not be unreasonably withheld.
16. REVERSE ENGINEERING - Customer shall not extract, decompile or reverse engineer any software included with, incorporated in, or otherwise associated with the hardware and shall not reverse engineer any reports or analytics provided to or received by Customer from Carrier.
17. WAIVER OF DAMAGES - Under no circumstances shall Carrier be liable for any indirect, incidental, special or consequential damages, including loss of revenue or profit, loss of use of equipment or facilities, loss of data, or economic damages howsoever arising.
18. LIMITATION OF LIABILITY - Carrier’s maximum liability for any reason (except for personal injuries) arising from this Agreement shall not exceed the value of the payments received by Carrier under this Agreement.
19. CANCELLATION - Customer may cancel this Agreement only with Carrier’s prior written consent, and upon payment of reasonable cancellation charges. Such charges shall take into account costs and expenses incurred, and purchases or contract commitments made by Carrier and all other losses due to the cancellation including a reasonable profit.
20. CUSTOMER TERMINATION FOR CARRIER NONPERFORMANCE - Customer shall have the right to terminate this Agreement for Carrier’s non-performance provided Carrier fails to cure such nonperformance within thirty (30) days after having been given prior written notice of the non-performance. Upon early termination or expiration of this Agreement, Carrier shall have free access to enter Customer locations to disconnect and remove any Carrier personal proprietary property or devices as well as remove any and all Carrier-owned parts, tools and personal property. Additionally, Customer agrees to pay Carrier for all incurred but unamortized service costs performed by Carrier including overheads and a reasonable profit.
21. CARRIER TERMINATION - Carrier reserves the right to discontinue its service any time payments have not been made as agreed or if alterations, additions or repairs are made to equipment during the term of this Agreement by others without prior agreement between Customer and Carrier.
22. CLAIMS - Any lawsuits arising from the performance or nonperformance of this Agreement, whether based upon contract, negligence, strict liability or otherwise, shall be brought within one (1) year from the date the claim arose. In the event of any dispute arising out of or related in any way to this Agreement, Carrier shall be entitled to recover all costs and expenses incurred in enforcing its rights hereunder, whether based in contract, tort or otherwise, including but not limited to all costs and attorney’s fees incurred in any such dispute.
23. GOVERNMENT PROCUREMENTS - The components, equipment and services provided by Carrier are “commercial items” as defined in Section 2.101 of the Federal Acquisition Regulations ("FAR"), and the prices of such components, equipment and services are based on Carrier's commercial pricing policies and practices (which do not consider any special requirements of U.S.
Government cost principles, FAR Part 31, or any similar procurement regulations). As such, Carrier will not agree to provide or certify cost or pricing data, nor will Carrier agree to comply with the Cost Accounting Standards (CAS).
In addition, no government procurement regulations, such as FARs or DFARs, shall apply to this Agreement except those regulations expressly accepted in writing by Carrier.
24. HAZARDOUS MATERIALS - Carrier is not responsible for the identification, detection, abatement, encapsulating or removal of asbestos, products or materials containing asbestos, similar hazardous substances, or mold, fungi, mildew, or bacteria. If Carrier encounters any asbestos or other hazardous material while performing this Agreement, Carrier may suspend its work and remove its employees from the project, until such material and any hazards associated with it are abated. The time for Carrier’s performance shall be extended accordingly, and Carrier shall be compensated for the delay.
25. WASTE DISPOSAL - Customer is wholly responsible for the removal and proper disposal of waste oil, refrigerant and any other material generated during the term of this Agreement.
26. SUPERSEDURE, ASSIGNMENT and MODIFICATION - This
Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous or contemporaneous, oral or written, statements. Customer may assign this Agreement only with Carrier’s prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both parties. Orders shall be binding upon Carrier when accepted in writing by an authorized representative of Carrier. CARRIER’S ACCEPTANCE OF CUSTOMER’S ORDER IS CONDITIONED UPON
CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS SET
FORTH HEREIN (THIS “AGREEMENT”) AND CUSTOMER’S
AGREEMENT TO BE BOUND BY AND COMPLY WITH THIS
AGREEMENT. THIS AGREEMENT AND ALL REFERENCED
ATTACHMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
CARRIER AND CUSTOMER, AND NO AMENDMENT OR
MODIFICATION SHALL BE BINDING ON CARRIER UNLESS SIGNED
BY AN OFFICER OR AUTHORIZED EMPLOYEE OF CARRIER. THE
FAILURE OF CARRIER TO OBJECT TO PROVISIONS CONTAINED IN
ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER
SHALL NOT BE CONSTRUED AS A WAIVER BY CARRIER OF THE
TERMS IN THIS AGREEMENT OR AN ACCEPTANCE OF ANY OF
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 5
CUSTOMER’S PROVISIONS. ANY CONFLICTING OR ADDITIONAL
TERMS OR CONDITIONS SET FORTH BY CUSTOMER IN A
PURCHASE ORDER OR OTHER DOCUMENT SHALL NOT BE
BINDING UPON CARRIER, AND CARRIER HEREBY EXPRESSLY
OBJECTS THERETO.
27. CUSTOMER CONSENT - Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects with Customer, including the value of such projects, in all forms and media for advertising, trade, and any other lawful purposes.
28. FOR WORK BEING PERFORMED IN CALIFORNIA - Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.
29. INTELLECTUAL PROPERTY – Notwithstanding anything to the contrary stated herein, Carrier retains ownership of its intellectual property and no license to Carrier’s intellectual property is granted except as necessary for Customer to use any deliverables and/or services provided hereunder.
30. DATA PRIVACY – Carrier processes personal data in accordance with its privacy notice at Carrier.com or via the following link:
https://www.carrier.com/carrier/en/worldwide/legal/privacy-notice. Each party will comply with applicable data privacy laws governing personal information collected and processed under this Agreement, including the California Consumer Privacy Act and the European General Data Protection Regulation, and take all reasonable commercial and legal steps to protect personal data. If Customer provides Carrier with personal data, Customer will ensure that it has the legal right to do so, including notifying the individuals whose personal data it provides to Carrier. If a party collects or processes personal data from California residents under this Agreement, such party is a “Service Provider” under the CCPA, and will not sell or exchange such personal data for anything of value.
31. FACTORY ACCEPTANCE TESTS AND INSPECTIONS – The nature and extent of factory acceptance tests or factory inspections, including without limitation, the number and identity of participants, locations visited, and activities undertaken, shall be limited to activities directly related to the performance of this Agreement. The tests or inspections will be subject to mutual agreement of the parties, Carrier policy and internal pre-approval requirements, and strictly comply with Customer’s policies as well as all applicable laws and regulations including, without limitation, all applicable laws and regulations prohibiting corruption.
32. CHANGE ORDER / ADDITIONAL WORK / PRICE ADJUSTMENTS
– Carrier will not perform additional work until such time as Carrier receives a change order, duly executed by each party, setting forth the scope and an agreed upon price for the additional work, as well as any appropriate adjustments to the delivery schedule. Additional work and/or materials supplied under any change order shall be subject to the terms of this Agreement. The price of services performed under this Agreement is subject to change due to increases in material costs related to tariffs, import duties, trade policy, epidemics, commodity or material costs, fuel surcharges, supplier costs, labor costs, or related impacts or market conditions. Such change shall come into effect on thirty (30) days’ prior written notice from Carrier to Customer. The price of equipment supplied under this Agreement is subject to increase in accordance with the Producer Price Index (PPI) published by the U.S. Department of Labor Bureau of Labor Statistics (BLS) for commodity: PCU33341-33341 HVAC and Commercial Refrigeration Equipment. Price escalation will be calculated as (i) total Agreement price multiplied by (ii) the PPI on date of equipment delivery to end customer, divided by (iii) PPI on date of execution of the Agreement. Total Agreement price is not subject to decrease.
33. OCCUPATIONAL SAFETY AND HEALTH (Service Contracts Only) – Carrier and Customer agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act (“OSHA”) relating in any way to the performance of work under this Agreement, the project or the job site.
34. ANTI-DISCRIMINATION POLICY – The Carrier Fostering a Respectful and Safe Work Environment policy is incorporated into these terms via this link:
https://www.carrier.com/commercial/en/us/media/carrier-anti-discriminationharassment-policy-02192021_tcm199-109848.pdf.
35. EQUIPMENT RENTALS – If all or a portion of this Agreement is for equipment rental, the Carrier Rental Systems Master Terms and Conditions – Rental, available at
https://www.carrier.com/rentals/en/us/rental-equipment/rental-forms/, shall apply to the rental equipment.
36. STATE CONTRACTOR LICENSE NUMBERS – A list of Carrier’s state contractor license, certificate, and registration numbers, which list is incorporated herein, is available via this link:
https://www.carrier.com/commercial/en/us/service/contractor-licenses.
37. ADDITIONAL TERMS AND CONDITIONS - CANNABIS
INDUSTRY - If Customer is involved in the cannabis industry in the US as a manufacturer, distributor, or otherwise, the additional terms and conditions available at https://www.carrier.com/commercial/en/us/legal/additional-terms, which are incorporated herein, shall apply.
38. ADDITIONAL TERMS AND CONDITIONS – ABOUND – If this
Agreement includes a subscription to the Abound platform, then the additional terms and conditions of the Abound Master SaaS Subscription Agreement available at https://abound.carrier.com/en/worldwide/saas-agreement which are incorporated herein, shall apply.
39. ADDITIONAL TERMS AND CONDITIONS – I-VU CLOUD – If
this Agreement includes a subscription to the i-Vu Cloud platform, then the additional terms and conditions of the i-Vu Master SaaS Subscription Agreement available at
https://www.shareddocs.com/hvac/docs/1000/Public/06/iVu_Master_SaaS_Agreement_Direct_09232022.pdf which are incorporated herein, shall apply..
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 6
Over 100 years of innovations
carrier.com/service
Quote #004052024 1
Address 2478 Peck Road
City of Industry CA 90601
Phone (818) 652-2365
Fax (860) 998-7888
E-mail [email protected]
Contact Name Gina Nila
Account City of Commerce
Phone (323) 722-4805 x2839
Site Address 2535 Commerce Way,
Commerce, CA 90040
Estimate Date 04/05/2024
Quote Number 004052024
Job Description Civic Center - Replace 28 A/C units
Scope of Work
Check in with customer upon arrival
Disconnect electrical, controls, drain lines and ductwork Remove (28) existing units and properly dispose of
Furnish and install (28) new Carrier A/C Units – same capacity and voltage as existing Reconnect electrical, controls, drain line and ductwork Perform Factory Start-up to verify operation and clean work area Warranty: 90 days labor and 1 year parts
Clarifications:
Carrier to hire the City’s Controls company to remove existing controls from old units and set up on new units.
New sheet metal platform covers will be provided for horizontal units All units are being replaced like for like with regards to type of application (Gas/Electric or Heat Pump) Rigging fees are included and will take place during normal business hours Monday through Friday All work to be performed during Carrier’s normal business hours Monday through Friday from 6:00AM to 2:30PM Existing refrigerant line sets for (2) split systems will be reused Equipment Lead time: 10 to 12 weeks ARO
List of units to be replaced:
1, 2, 3, 11, 13, 14, 15, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 206, 101, 102, 103, 104, 105, 106, 107, SS1 & SS2 Exclusions / Clarifications
This quote does not include the waste disposal and labor performed outside normal business hours unless otherwise noted.
Overtime labor, Permits, Mechanical, Structural and Electrical Engineering, Architect, Fire Life Safety, Roofing, Upgrading Controls, Platform and Structural Modifications, Duct Cleaning, Ductwork replacement and or repairs, refrigerant line sets, Any items not specifically listed above.
Total Quoted Price – Pricing through BuyBoard Contract Number: 720-23 Total Price for Scope of Work including applicable taxes:
Payment Terms:
30% upon approval
30% upon equipment arrival at crane yard
30% rough completion
10% punch list final
$710,000.00
Quote #004052024 2
This proposal is valid for 30 days from the date of proposal. Carrier's terms and conditions will govern in lieu of any other terms and conditions contained in any resulting Purchase, Order, Contract, Agreement, etc. Carrier would like to thank you for the continuing opportunity to be of service.
Sincerely, \oppid2\
Dan Marquez
Carrier Commercial Service
\n2\ \t2\
Title
\s2\ \d2\ \po2\
Customer Acceptance (signature) Date Purchase Order
This quote is valid for 30 days.
The attached Terms & Conditions shall govern.
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 3
CARRIER CORPORATION
TERMS AND CONDITIONS OF SALE EQUIPMENT
AND/OR SERVICE
1. PAYMENT AND TAXES - Payment shall be made net 30 days from date of invoice. Carrier reserves the right to require cash payment or other alternative method of payment prior to shipment or completion of work if Carrier determines, in its sole discretion, that Customer or Customer's assignee’s financial condition at any time does not justify continuance of the net 30 days payment term. In addition to the price, Customer shall pay Carrier any taxes or government charges arising from this Agreement. If Customer claims that any such taxes or government charges do not apply to the transactions governed by this Agreement, Customer shall provide Carrier with acceptable tax exemption certificates or other applicable documents. All past due invoices will accrue interest at the lesser of 1% per month or the maximum amount allowable by law.
2. EXTRAS - Equipment, parts or labor in addition to those specified in this Agreement will be provided upon receipt of Customer’s written authorization, paid for as an extra at Carrier’s prevailing labor rates and equipment/parts charges, and subject to the terms of this Agreement.
3. RETURNS - No items will be accepted for return without prior written authorization. Returned goods may be subject to a restocking charge. Special order and non-stock items cannot be returned.
4. SHIPMENT - All shipments shall be F.O.B. shipping point, freight prepaid and allowed to the job site. Shipment dates quoted are approximate. Carrier does not guarantee a particular date for shipment or delivery.
5. PARTIAL SHIPMENT - Carrier shall have the right to ship any portion of the equipment, goods or other materials included in this Agreement and invoice Customer for such partial shipment.
6. DELAYS - Carrier shall not be liable for delays in manufacturing, shipping or delivery by causes beyond the control and without the fault or negligence of Carrier, including but not restricted to acts of God, acts of a public enemy, acts of government, acts of terrorism, fires, floods, epidemics, quarantine restrictions, freight embargoes, supplier delays, strikes, or labor difficulties (collectively “Force Majeure Events”) which directly or indirectly affect manufacturing, shipping or delivery. Carrier shall remain excused from performance to the extent which, in its reasonable discretion, any such Force Majeure Event(s) continue to negatively impact Carrier’s performance, whether or not the Force Majeure Event itself has ended. Carrier agrees to notify Customer in writing as soon as practicable of the causes of such delay. In the event that any materials or equipment to be provided by Carrier under this Agreement become permanently unavailable as a result of a Force Majeure Event, Carrier shall be excused from furnishing such materials or equipment.
7. WARRANTY - Carrier warrants that all equipment manufactured by Carrier Corporation and all Carrier equipment, parts or components supplied hereunder will be free from defects in material and workmanship. Carrier shall at its option repair or replace, F.O.B. point of sale, any equipment, part or component sold by Carrier and determined to be defective within one (1) year from the date of initial operation or eighteen (18) months from date of shipment, whichever is earlier.
Carrier does not warrant products not manufactured by Carrier Corporation, but it does pass on to Customer any transferrable manufacturer warranties for those products. Carrier warrants that all service provided by Carrier hereunder shall be performed in a workmanlike manner. In the event any such service is determined to be defective within ninety (90) days of completion of that service, Carrier shall at its option re-perform or issue a credit for such service. Carrier’s obligation to repair or replace any defective equipment, parts or components during the warranty period shall be Customer’s exclusive remedy. Carrier shall not be responsible for labor charges for removal or reinstallation of defective equipment, parts or components, for charges for transportation, handling and shipping or refrigerant loss, or for repairs or replacement of such equipment, parts or components, required as a consequence of faulty installation, misapplication, vandalism, abuse, exposure to chemicals, improper servicing, unauthorized alteration or improper operation by persons other than Carrier. THIS
WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8. WORKING HOURS - All services performed under this Agreement, including but not limited to, major repairs, are to be provided during Carrier’s normal working hours unless otherwise agreed.
9. CUSTOMER RESPONSIBILITIES (Service Contracts only) - Customer shall:
• Provide safe and reasonable equipment access and a safe work environment.
• Permit access to Customer’s site, and use of building services including but not limited to: water, elevators, receiving dock facilities, electrical service and local telephone service. • Keep areas adjacent to equipment free of extraneous material, move any stock, fixtures, walls or partitions that may be necessary to perform the specified service.
• Promptly notify Carrier of any unusual operating conditions. • Upon agreement of a timely mutual schedule, allow Carrier to stop and start equipment necessary to perform service.
• Provide adequate water treatment.
• Provide the daily routine equipment operation (if not part of this Agreement) including availability of routine equipment log readings.
• Where Carrier’s remote monitoring service is provided, provide and maintain a telephone line with long distance direct dial and answer capability.
• Operate the equipment properly and in accordance with instructions. • Promptly address any issues that arise related to mold, fungi, mildew or bacteria.
• Identify and label any asbestos containing material that may be present. The customer will provide, in writing, prior to the start of a job, a signed statement regarding the absence or presence of asbestos for any job where the building or the equipment to be serviced is older than 1981. Should this document state that no asbestos is present, the customer will also provide in writing the method used to determine the absence of asbestos.
10. EXCLUSIONS - Carrier is not responsible for items not normally subject to mechanical maintenance including but not limited to: duct work, casings, cabinets, fixtures, structural supports, grillage, water piping, steam piping, drain piping, cooling tower fill, boiler tubes, boiler refractory, disconnect switches and circuit breakers. Carrier is not responsible for repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled calls or emergency calls, any of which may be necessitated by negligent operation, abuse, misuse, prior improper maintenance, vandalism, obsolescence, building system design, damage due to freezing weather, chemical/electrochemical attack, corrosion, erosion, deterioration due to unusual wear and tear, any damage related to the presence of mold, fungi, mildew, or bacteria, damage caused by power reductions or failures or any other cause beyond Carrier’s control. Carrier shall not be required to perform tests, install any items of equipment or make modifications that may be recommended or directed by insurance companies, government, state, municipal or other authority. However, in the event any such recommendations occur, Carrier, at its option, may submit a proposal for Customer’s consideration in addition to this Agreement. Carrier shall not be required to repair or replace equipment that has not been properly maintained.
11. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service
Contracts only) - Upon the initial scheduled operating and/or initial annual stop inspection, should Carrier determine the need for repairs or replacement, Carrier will provide Customer in writing an ‘equipment condition’ report including recommendations for corrections and the price for repairs in addition to this Agreement. In the event Carrier recommends certain services (that are not included herein or upon initial inspection) and if Customer does not elect to have such services properly performed in a timely fashion, Carrier shall not be responsible for any equipment or control failures, operability or any long-term Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 4
damage that may result. Carrier at its option will either continue to maintain equipment and/or controls to the best of its ability, without any responsibility, or remove such equipment from this Agreement, adjusting the price accordingly.
12. PROPRIETARY RIGHTS - Carrier may elect to install, attach to Customer equipment, or provide portable devices (hardware and/or software) that shall remain the personal proprietary property of Carrier. No devices installed, attached to real property or portable device(s) shall become a fixture of the Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices that are used in connection with providing service on Customer equipment.
13. DATA RIGHTS - Customer hereby grants and agrees to grant to Carrier a worldwide, non-exclusive, non-terminable, irrevocable, perpetual, paid-up, royalty free license to any Source Data, with the right to sub-license to its affiliates and suppliers for (i) Carrier’s performance of services pursuant to this Agreement, (ii) the improvement of Carrier services, and Carrier’s Analytics Platform; (iii) improving product performance, operation, reliability, and maintainability; (iv) to create, compile, and/or use datasets and/or statistics for the purposes of benchmarking, development of best practices, product improvement; (v) the provision of services to third parties, (vi) research, statistical, and marketing purposes, and/or (vii) in support of Carrier agreements.
Source Data – shall mean data that is produced directly from a system, or device and received at a collection point or a central server (e.g. a Carrier database, data lake, or third party cloud service).
Analytics Platform – shall mean server algorithms or web interface systems used to (i) interpret, convert, manipulate, or calculate data, (ii) perform data processing, and/or (iii) the delivery of data to Carrier, affiliates or suppliers of Carrier, and/or Customer.
14. RETURN OF DATA - Customer understands and acknowledges that the portable devices will collect Source Data that will be stored on and/or transmitted to Carrier’s servers and to suppliers or affiliates that are contracted by Carrier and used to transmit, process, extract or store such Source Data for purposes of Carrier’s performance of the service in accordance with this Agreement. Once such data and information has been stored and/or transmitted to Carrier’s servers, Customer agrees that such data and information shall become part of Carrier’s database and therefore subject to the license terms under section 13.
15. DATA DELIVERY - During the term of the Agreement Customer shall (i) make reasonable efforts to ensure that the hardware remains powered on, (ii) avoid intentional action to impede, block or throttle collection and transmission of Source Data by Carrier, and (iii) avoid intentional action to disable, turn off, or remove the hardware without Carrier’s express written consent, which consent shall not be unreasonably withheld.
16. REVERSE ENGINEERING - Customer shall not extract, decompile or reverse engineer any software included with, incorporated in, or otherwise associated with the hardware and shall not reverse engineer any reports or analytics provided to or received by Customer from Carrier.
17. WAIVER OF DAMAGES - Under no circumstances shall Carrier be liable for any indirect, incidental, special or consequential damages, including loss of revenue or profit, loss of use of equipment or facilities, loss of data, or economic damages howsoever arising.
18. LIMITATION OF LIABILITY - Carrier’s maximum liability for any reason (except for personal injuries) arising from this Agreement shall not exceed the value of the payments received by Carrier under this Agreement.
19. CANCELLATION - Customer may cancel this Agreement only with Carrier’s prior written consent, and upon payment of reasonable cancellation charges. Such charges shall take into account costs and expenses incurred, and purchases or contract commitments made by Carrier and all other losses due to the cancellation including a reasonable profit.
20. CUSTOMER TERMINATION FOR CARRIER NONPERFORMANCE - Customer shall have the right to terminate this Agreement for Carrier’s non-performance provided Carrier fails to cure such nonperformance within thirty (30) days after having been given prior written notice of the non-performance. Upon early termination or expiration of this Agreement, Carrier shall have free access to enter Customer locations to disconnect and remove any Carrier personal proprietary property or devices as well as remove any and all Carrier-owned parts, tools and personal property. Additionally, Customer agrees to pay Carrier for all incurred but unamortized service costs performed by Carrier including overheads and a reasonable profit.
21. CARRIER TERMINATION - Carrier reserves the right to discontinue its service any time payments have not been made as agreed or if alterations, additions or repairs are made to equipment during the term of this Agreement by others without prior agreement between Customer and Carrier.
22. CLAIMS - Any lawsuits arising from the performance or nonperformance of this Agreement, whether based upon contract, negligence, strict liability or otherwise, shall be brought within one (1) year from the date the claim arose. In the event of any dispute arising out of or related in any way to this Agreement, Carrier shall be entitled to recover all costs and expenses incurred in enforcing its rights hereunder, whether based in contract, tort or otherwise, including but not limited to all costs and attorney’s fees incurred in any such dispute.
23. GOVERNMENT PROCUREMENTS - The components, equipment and services provided by Carrier are “commercial items” as defined in Section 2.101 of the Federal Acquisition Regulations ("FAR"), and the prices of such components, equipment and services are based on Carrier's commercial pricing policies and practices (which do not consider any special requirements of U.S.
Government cost principles, FAR Part 31, or any similar procurement regulations). As such, Carrier will not agree to provide or certify cost or pricing data, nor will Carrier agree to comply with the Cost Accounting Standards (CAS).
In addition, no government procurement regulations, such as FARs or DFARs, shall apply to this Agreement except those regulations expressly accepted in writing by Carrier.
24. HAZARDOUS MATERIALS - Carrier is not responsible for the identification, detection, abatement, encapsulating or removal of asbestos, products or materials containing asbestos, similar hazardous substances, or mold, fungi, mildew, or bacteria. If Carrier encounters any asbestos or other hazardous material while performing this Agreement, Carrier may suspend its work and remove its employees from the project, until such material and any hazards associated with it are abated. The time for Carrier’s performance shall be extended accordingly, and Carrier shall be compensated for the delay.
25. WASTE DISPOSAL - Customer is wholly responsible for the removal and proper disposal of waste oil, refrigerant and any other material generated during the term of this Agreement.
26. SUPERSEDURE, ASSIGNMENT and MODIFICATION - This
Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous or contemporaneous, oral or written, statements. Customer may assign this Agreement only with Carrier’s prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both parties. Orders shall be binding upon Carrier when accepted in writing by an authorized representative of Carrier. CARRIER’S ACCEPTANCE OF CUSTOMER’S ORDER IS CONDITIONED UPON
CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS SET
FORTH HEREIN (THIS “AGREEMENT”) AND CUSTOMER’S
AGREEMENT TO BE BOUND BY AND COMPLY WITH THIS
AGREEMENT. THIS AGREEMENT AND ALL REFERENCED
ATTACHMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
CARRIER AND CUSTOMER, AND NO AMENDMENT OR
MODIFICATION SHALL BE BINDING ON CARRIER UNLESS SIGNED
BY AN OFFICER OR AUTHORIZED EMPLOYEE OF CARRIER. THE
FAILURE OF CARRIER TO OBJECT TO PROVISIONS CONTAINED IN
ANY PURCHASE ORDER OR OTHER DOCUMENT OF CUSTOMER
SHALL NOT BE CONSTRUED AS A WAIVER BY CARRIER OF THE
TERMS IN THIS AGREEMENT OR AN ACCEPTANCE OF ANY OF
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 5
CUSTOMER’S PROVISIONS. ANY CONFLICTING OR ADDITIONAL
TERMS OR CONDITIONS SET FORTH BY CUSTOMER IN A
PURCHASE ORDER OR OTHER DOCUMENT SHALL NOT BE
BINDING UPON CARRIER, AND CARRIER HEREBY EXPRESSLY
OBJECTS THERETO.
27. CUSTOMER CONSENT - Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects with Customer, including the value of such projects, in all forms and media for advertising, trade, and any other lawful purposes.
28. FOR WORK BEING PERFORMED IN CALIFORNIA - Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.
29. INTELLECTUAL PROPERTY – Notwithstanding anything to the contrary stated herein, Carrier retains ownership of its intellectual property and no license to Carrier’s intellectual property is granted except as necessary for Customer to use any deliverables and/or services provided hereunder.
30. DATA PRIVACY – Carrier processes personal data in accordance with its privacy notice at Carrier.com or via the following link:
https://www.carrier.com/carrier/en/worldwide/legal/privacy-notice. Each party will comply with applicable data privacy laws governing personal information collected and processed under this Agreement, including the California Consumer Privacy Act and the European General Data Protection Regulation, and take all reasonable commercial and legal steps to protect personal data. If Customer provides Carrier with personal data, Customer will ensure that it has the legal right to do so, including notifying the individuals whose personal data it provides to Carrier. If a party collects or processes personal data from California residents under this Agreement, such party is a “Service Provider” under the CCPA, and will not sell or exchange such personal data for anything of value.
31. FACTORY ACCEPTANCE TESTS AND INSPECTIONS – The nature and extent of factory acceptance tests or factory inspections, including without limitation, the number and identity of participants, locations visited, and activities undertaken, shall be limited to activities directly related to the performance of this Agreement. The tests or inspections will be subject to mutual agreement of the parties, Carrier policy and internal pre-approval requirements, and strictly comply with Customer’s policies as well as all applicable laws and regulations including, without limitation, all applicable laws and regulations prohibiting corruption.
32. CHANGE ORDER / ADDITIONAL WORK / PRICE ADJUSTMENTS
– Carrier will not perform additional work until such time as Carrier receives a change order, duly executed by each party, setting forth the scope and an agreed upon price for the additional work, as well as any appropriate adjustments to the delivery schedule. Additional work and/or materials supplied under any change order shall be subject to the terms of this Agreement. The price of services performed under this Agreement is subject to change due to increases in material costs related to tariffs, import duties, trade policy, epidemics, commodity or material costs, fuel surcharges, supplier costs, labor costs, or related impacts or market conditions. Such change shall come into effect on thirty (30) days’ prior written notice from Carrier to Customer. The price of equipment supplied under this Agreement is subject to increase in accordance with the Producer Price Index (PPI) published by the U.S. Department of Labor Bureau of Labor Statistics (BLS) for commodity: PCU33341-33341 HVAC and Commercial Refrigeration Equipment. Price escalation will be calculated as (i) total Agreement price multiplied by (ii) the PPI on date of equipment delivery to end customer, divided by (iii) PPI on date of execution of the Agreement. Total Agreement price is not subject to decrease.
33. OCCUPATIONAL SAFETY AND HEALTH (Service Contracts Only) – Carrier and Customer agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act (“OSHA”) relating in any way to the performance of work under this Agreement, the project or the job site.
34. ANTI-DISCRIMINATION POLICY – The Carrier Fostering a Respectful and Safe Work Environment policy is incorporated into these terms via this link:
https://www.carrier.com/commercial/en/us/media/carrier-anti-discriminationharassment-policy-02192021_tcm199-109848.pdf.
35. EQUIPMENT RENTALS – If all or a portion of this Agreement is for equipment rental, the Carrier Rental Systems Master Terms and Conditions – Rental, available at
https://www.carrier.com/rentals/en/us/rental-equipment/rental-forms/, shall apply to the rental equipment.
36. STATE CONTRACTOR LICENSE NUMBERS – A list of Carrier’s state contractor license, certificate, and registration numbers, which list is incorporated herein, is available via this link:
https://www.carrier.com/commercial/en/us/service/contractor-licenses.
37. ADDITIONAL TERMS AND CONDITIONS - CANNABIS
INDUSTRY - If Customer is involved in the cannabis industry in the US as a manufacturer, distributor, or otherwise, the additional terms and conditions available at https://www.carrier.com/commercial/en/us/legal/additional-terms, which are incorporated herein, shall apply.
38. ADDITIONAL TERMS AND CONDITIONS – ABOUND – If this
Agreement includes a subscription to the Abound platform, then the additional terms and conditions of the Abound Master SaaS Subscription Agreement available at https://abound.carrier.com/en/worldwide/saas-agreement which are incorporated herein, shall apply.
39. ADDITIONAL TERMS AND CONDITIONS – I-VU CLOUD – If
this Agreement includes a subscription to the i-Vu Cloud platform, then the additional terms and conditions of the i-Vu Master SaaS Subscription Agreement available at
https://www.shareddocs.com/hvac/docs/1000/Public/06/iVu_Master_SaaS_Agreement_Direct_09232022.pdf which are incorporated herein, shall apply..
Terms and Conditions of Sale – Equipment and/or Service 6.19.23 Carrier Corporation 6
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