Specifications

List Price Book 20A • Effective March 1, 2009
Phone: [phone] • Fax Customer Support: 860-584-2136 • Fax Order Entry: 866-322-1233
iii
Terms & Conditions
Terms & Conditionsn
been used in violation of written instructions provided by Company to Customer; (F)
which have subjected to improper temperature, humidity, or other environmental
conditions; (G) which have been affected by normal wear and tear; or (H) which, based
on Company's examination, do not disclose to Company's satisfaction nonconformance to
the warranty.
(c) (i) In the event that certain Service warranties are not attached to this Agreement or
separately furnished, Company warrants only to Customer that the Services will be free
from defects in material and workmanship for a period of 6 months from the date of
completion of the particular items of Service. Company’s sole obligation under this
warranty is limited to repairing or reperformance, at its option, of the Service; provided
however, if repair or reperformance is either impractical or impossible, the Company will
refund to Customer that portion of the price paid to the Company for the defective item
of Service. This warranty only applies if the company is given written notice of the defect
or nonconformance by the Customer within 30 days of discovery. (ii) The provisions of
this limited Service warranty does not apply to any defects or issues with the design or
performance of equipment or products not manufactured by Company, nor does it apply
to any code compliance or permit requirements for the assembly, installation, erection,
or construction of any goods.
(d) NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH
RESPECT TO THE PRODUCTS OR SERVICES INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FIT-
NESS FOR A PARTICULAR PURPOSE.
(e) The following costs and expenses are not covered by the provisions of these limited
warranties: (i) labor costs for the removal and reinstallation of Products or other
manufacturer’s products; (ii) shipping and freight expenses required to return Products to
Company; (iii) normal maintenance; and (iv) economic losses. In addition, the provisions
of this warranty are not applicable to anything other than defects in Company’s material
(products only) or workmanship.
10. CUST
OMER'S REMEDIES. THE CUSTOMER'S EXCLUSIVE AND
SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING
OF PRODUCTS OR SERVICES THAT DO NOT CONFORM TO THIS
AGREEMENT WILL BE TO (A) SECURE REPAIR OR REPLACEMENT OF
THE PRODUCTS; OR (B) SECURE REPAIR OR REPERFORMANCE OF THE
SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE
DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL
THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE
FOR THE PRODUCTS OR ITEM OF SERVICE.
11. LIMIT
ATION OF LIABILITY. IN NO EVENT WILL COMPANY BE
LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR
PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE
OF THE PRODUCTS, SERVICE INTERRUPTION, LOSS OF PROFITS, LOSS
OF REVENUE, INTEREST, LOST GOODWILL, WORK STOPPAGE,
IMPAIRMENT OF OTHER GOODS, LOSS BY REASON OF SHUTDOWN OR
NON-OPERATION, INCREASED EXPENSES OF OPERATION, OR CLAIMS
OF CUSTOMER'S CUSTOMERS, WHETHER BASED ON CONTRACT,
WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, STRICT
LIABILITY OR NEGLIGENCE), PATENT INFRINGEMENT, OR OTHER-
WISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. ST
ATUTE OF LIMIT
ATIONS. NO ACTION ARISING OUT OF ANY
CLAIMED BREACH OF THIS AGREEMENT BY COMPANY MAY BE
BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE
CAUSE OF ACTION HAS ARISEN.
13. CONSUMER PR
ODUCTS.
With respect to “consumer products” as defined under
the Magnuson-Moss Warranty Act (“MMWA”), the following statements are made.
(a) Some states do not allow limitations on how long an implied warranty lasts, so the
above limitation may not apply to you. IF ANY IMPLIED WARRANTY IS
PROVIDED UNDER THE MMWA, IT IS LIMITED TO THE DURATION OF
THE WARRANTY PROVIDED IN SECTION 9 ABOVE. (b) Some states do not
allow the exclusion or limitation of incidental or consequential damages, so the above lim-
itation or exclusion may not apply to you. (c) This warranty gives you specific legal rights
and you may also have other rights which vary from state to state.
14. FORCE MAJEURE.
Any delay or failure of Company to perform its obligations
hereunder will be excused to the extent that it is caused by an event or occurrence beyond
its control such as, by way of example and not by way of limitation, acts of God, actions
by any governmental authority (whether valid or invalid), governmental laws and
regulations not presently in effect, fires, floods, windstorms, explosions, riots, natural
disasters, wars, sabotage, accidents, labor problems (including, but not limited to,
lockouts, strikes, and slowdowns) at Company's facility, its source plant or their suppliers,
inability to obtain power, material, labor equipment, or transportation, or court injunction
or order. The delivery date will be extended for a time equal to that of the delay and the
schedule for Company’s performance will be deemed adjusted in the individual order(s)
to that effect.
15. ENTIRE
AGREEMENT AND AMENDMENT. This Agreement, together with
any attachments or supplements specifically referenced in this Agreement, constitutes the
entire agreement between the parties hereto and supersedes all previous communications,
representations, or agreements, either oral or written, between the parties hereto with
respect to the subject matter hereof. No agreement or understanding varying or expanding
this Agreement will be binding upon either party hereto unless it is in writing and signed
by a duly authorized representative thereof.
16. TERMIN
ATION. (a) This Agreement may be terminated by either party by giving
30 days' written notice to the other party in the event of failure by such other party to
fulfill any of its obligations hereunder. However, if during the period of such notice,
such other party remedies such failure, this Agreement will continue with the same force
and effect as if such notice had not been given. (b) This Agreement may be terminated
upon the written mutual consent of the parties. (c) Either party may immediately
terminate this Agreement by giving written notice to the other party in the event of the
happening of any of the following or any other comparable event: (i) insolvency of the
other party; (ii) filing of a petition in bankruptcy by or against the other party; (iii)
appointment of a receiver or trustee for the other party; or (iv) execution of an assignment
for the benefit of creditors by the other party, all of which will allow Company to demand
reclamation of all affected orders. (d) Except as provided in this section 16, Customer
may not terminate this Agreement, in whole or in part, unless Company’s prior written
consent is obtained and Customer agrees to pay all of Company’s cancellation charges.
17. GO
VERNING LAW; VENUE; AND EXPENSES. (a) This Agreement and any
disputes or controversies arising hereunder will be governed by and construed according
to the internal laws of the State of Indiana, United States of America, without regard to its
conflict of law principles, and not including the United Nations Convention on Contracts
for the International Sale of Goods. (b) Jurisdiction and venue with respect to any action,
proceeding, or suit in connection with this Agreement will reside in the courts of the State
of Indiana. (c) Customer agrees to pay for all expenses (including attorney’s fees) incurred
by Company in enforcing the obligations of Customer under this Agreement.
18. COMPLIANCE
WITH LAWS, EXPORT CONTROLS, CERTIFICATIONS,
AND NUCLEAR LIABILITY. (a) This Agreement is be subject to, and Company
and Customer will comply with, all laws and export controls, regulations, rules, orders,
licenses, requirements, and governmental requests now or hereafter in effect in the United
States of America that pertain to the Products or the initial sale of the Products or that
pertain to Services. Provided however, Company is not responsible for obtaining or
maintaining any permits for the performance of Services or the verification or compliance
with any code requirements relative to the performance of Services. To the extent any
sale of Products or Services pursuant to this Agreement may require approval of the U.S.
Government, Company’s obligations under this Agreement are conditioned upon the
grant of such approval and upon compliance by Customer with any restrictions imposed
by the U.S. Government in connection with such approval. (b) Certain Products are noted
by Company as tested by independent laboratories for compliance with UL and/or ANSI
standards. Any and all modifications or alterations to such Products will void such
certification, and Company is not liable to Customer to certify any modified or altered
Product. (c) In the event the Products are to be used in a nuclear facility, the Customer
shall, prior to such use, arrange for insurance or governmental indemnity protecting
Company against liability. The Customer hereby releases and agrees to indemnify
Company and its suppliers for any nuclear damage including, but not limited to,
loss of use, in any manner arising out of the nuclear incident, whether alleged to be due,
in whole or in part by Company or its suppliers.
19. NO INDUCEMENTS
.
The parties hereto represent to each other and each agrees
that, neither it nor any person acting on its behalf has, in contravention of any applicable
law, given or offered to give, or will give or offer to give, any sum of money or other
material consideration to any person, directly or indirectly, as an inducement to obtain
business hereunder or to influence the granting of licenses or other governmental
permissions to enter into this Agreement or perform obligations hereunder.
20. SEVERABILITY
.
If any provision of this Agreement is held to be invalid, illegal,
or unenforceable under any statute, regulation, ordinance, executive order, or other rule
of law, that provision will be deemed severed to the extent necessary to comply with such
statute, regulation, ordinance, order, or rule. In the event such provision is deemed
severed, the parties will negotiate in good faith to arrive at an alternative arrangement
approximating the original business objective of the parties. The remaining terms and
conditions of this Agreement will remain in effect.
21. NO IMPLIED
WAIVER. The failure of either party at any time to require
performance by the other party of any provision of this Agreement will in no way affect
the right to require such performance at any time thereafter, nor will the waiver of either
party of a breach of any provision of this Agreement constitute a waiver of any succeeding
breach of the same or any other provision.
22. MISCELLANEOUS
. (a) This Agreement does not constitute either party the agent
or legal representative of the other party. Neither party is authorized to create any
obligation on behalf of the other party including, but not limited to, the obligation for
payment of any service or warranty obligation hereunder. (b) Neither this Agreement nor
any right or obligation hereunder may be transferred or assigned by either party without
the prior written approval of the other party, except that Company can transfer or assign
this Agreement or any right or obligation (including, but not limited to the right to receive
payments for any orders) to Ingersoll-Rand Company or an Ingersoll-Rand Company
entity without first obtaining Customer’s consent. (c) The rights and remedies herein
reserved to Company will be cumulative and additional to any other or further rights and
remedies provided at law or equity. (d) Customer does not have the right to setoff or to
back charge against any amounts which become payable to Company under this
Agreement or otherwise. (e) The official text of this Agreement is in the English language.
If this Agreement is translated into another language, the English text will govern any
question with respect to interpretation. (f) The headings in this Agreement are for
convenience of reference only and do not affect the meaning of this Agreement in any
manner.
23. DEFINITIONS
. (a) “Agreement” means Ingersoll-Rand Company, Security
Technologies Sector Terms and Conditions of Sale and Service. (b) “Company” means
Ingersoll-Rand Company, Security Technologies Sector. (c) “Customer” means the
Buyer. (d) “Buyer” means the purchaser of products or Services from Company.
(e) “U.S.” means United States of America.