Falcon Brand Warranty

Price Book 106
Effective February 25, 2008
iii
General Terms & Conditions of Sale and Service
16. TERMINATION.
(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. GOVERNING LAWS; VENUW; 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. SERVABILITY.
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.
24. Specific to Locks
1. Change to:
• Product,
creating a
different SKU
number
• Keying*
2. Change to:
• Increase
quantity of
existing
item(s)
• Add new
item(s)
3. Change to
• Delete items
• Reduce
quantity of
existing
item(s)
• Cancel order
• OK within the first 5
days from receipt of
order.
• If after 5 days, item
must be deleted from
order (see note 3, a
25% handling charge
will apply) and entered
as a new order.
• OK within first 10 days
from receipt of order.
• If after 10 days, item
must be deleted from
order (see note 3, a
50% handling charge
will apply) and entered
as a new order.
• OK within the first 5
days from receipt of
order.
• If after 5 days, subject
of handling charge of
25% of the net price of
the deleted item(s).**
• OK within first 10 days
from receipt of order.
• If after 5 days, subject
of handling charge of
50% of the net price of
the deleted item(s).**
• New order with normal lead-time must be
generated for additions. Same terms &
conditions will be applied if requested so
long as the original order has not been
shipped.
• Additions received after the original order ships
must be entered as a new order and will
stand-alone for lead-time and terms and
conditions.
TYPE Stock Normal Factory Extended Factory
OF CHANGE Products Lead Time Items Lead Time Items
Type of Product: Locks
Not
Accepted
Not
Accepted
Not
Accepted