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SCHINDLER ELEVATOR CORPORATION
<br /> 1926 INNERBELT BUS CTR DR
<br /> )
<br /> SAINT LOUIS MO 63114-5760 C
<br /> Schindler
<br /> Repair terms & conditions
<br /> 1. Any changes to the building to meet local or state codes are to be made by Purchaser.Any changes in the Work
<br /> required due to building conditions discovered in the performance of the Work will be paid by Purchaser.
<br /> 2. No work,service materials or equipment other than as specified hereunder is included or intended.
<br /> 3. Purchaser retains its normal responsibilities as Owner of the equipment which is subject of this Agreement.
<br /> 4. Schindler will not be liable for damages of any kind, in excess of the Price of this Agreement, nor in any event for
<br /> special,indirect,consequential or liquidated damages.
<br /> 5. Any cutting and patching are by others and not included in this work.
<br /> 6. Neither party shall be responsible for any loss, damage, detention or delay caused by labor trouble or disputes,
<br /> strikes,lockouts,fire,explosion,theft,lightning,wind storm,earthquake,floods,epidemics,pandemics,storms,riot,
<br /> civil commotion, malicious mischief, embargoes, shortages of materials or workmen, unavailability of material from
<br /> usual sources, government priorities or requests or demands of the National Defense Program, civil or military
<br /> authority,war,insurrection,failure to act on the part of either party's suppliers or subcontractors,orders or instructions
<br /> of any federal, state, or municipal government or any department or agency thereof, acts of God, or by any other
<br /> cause beyond the reasonable control of either party. Dates for the performance or completion of the work shall be
<br /> extended by such delay of time as may be reasonably necessary to compensate for the delay.
<br /> 7. We warrant that the work will comply with the specifications and that there will be no defects in materials or
<br /> workmanship for one year after completion of the work or acceptance thereof by beneficial use,whichever is earlier.
<br /> Our duty under this warranty is to correct nonconformance or defect at our expense within a reasonable time after
<br /> the receipt of notice. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER
<br /> WARRANTIES, EXPRESS OR IMPLIED,INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
<br /> FOR A PARTICULAR PURPOSE. Purchaser's remedies hereunder are exclusive.
<br /> 8. Purchaser agrees to defend,indemnify and hold Schindler harmless from and against any claims,lawsuits,demands,
<br /> judgments,damages, costs and expenses arising out of this Agreement except to the extent caused by or resulting
<br /> from the sole and direct fault of Schindler.
<br /> 9. For non-maintenance contract customers,Customer hereby agrees,without limitation,to defend,indemnify,release
<br /> and hold harmless Schindler and its employees, affiliates, divisions, parent entities, predecessors and successors,
<br /> representatives and agents from and against all claims, liabilities,losses, injuries,death,damages,fines, penalties,
<br /> payments,costs,and expenses(including reasonable attorneys'fees and expenses)arising out of or relating to the
<br /> Work performed by Schindler under this Agreement.
<br /> INSURANCE: At a minimum, Customer shall provide to Schindler, insurance coverages as set forth within, and a
<br /> certificate of insurance evidencing such coverage: Comprehensive General Liability (including Products Liability,
<br /> Completed Operations,Broad Form Property damage,and Blanket Contractual Liability)in the amounts of$2M per
<br /> occurrence,$5M aggregate.Schindler Holding,Ltd., Schindler Elevator Corporation,and Schindler Enterprises,Inc.
<br /> shall be named as additional insureds on the above referenced policies,pursuant to ISO Form CG 2010 11/85,and
<br /> shall appear as such on the Certificate of Insurance. Insurance shall provide a waiver of subrogation in favor of the
<br /> entities named as additional insureds.Insurance shall be primary over any other valid and collectible insurance.Any
<br /> deductible I retention is the responsibility of the Named Insured.
<br /> 10.Any proprietary material,information,data or devices contained in the equipment or work provided hereunder,or any
<br /> component or feature thereof,remains our property. This includes,but is not limited to,any tools,devices,manuals,
<br /> software, modems, source/ access/object codes, passwords. In the event Schindler's maintenance obligation is
<br /> terminated,the Schindler Ahead features("SA")(if applicable)will be deactivated,and Schindler reserves the right
<br /> to remove the Schindler Ahead hardware. If Schindler is no longer the maintenance provider,Customer is responsible
<br /> for obtaining alternative telephone service for the elevator phones.
<br /> 11.In the event of governmental changes to applicable tariffs, tax rates, including but not limited to sales tax, use tax,
<br /> excise tax, privilege tax,transaction tax and similar changes, or loss of tax exempt status, Schindler reserves the
<br /> rights to adjust the contract price accordingly to account for all additional cost impacts.
<br /> 12.We reserve the right to modify price and schedule without penalty due to material or component shortages,increases
<br /> in inflation and/or material price increases based upon the S&P Material Price Index(MPI).
<br /> 157388186 4/5
<br /> www.schindler.com
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