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T�me and Mater'M� Work Order TW
<br />Terms and Conditions
<br />TK Elevator does not assume any responsibility for any part of the
<br />vertical transportation equipment other than the specific components
<br />that are described in this Work Order and then only to the extent
<br />TK Elevator has performed the work described above.
<br />No work, service, examination or liability on the part of TK Elevator is
<br />intended, implied or included other than the work specifically described
<br />above. It is agreed that TK Elevator does not assume possession or
<br />control of any part of the vertical transportation equipment and that
<br />such remains Purchaser's exclusively as the owner, lessor, lessee,
<br />possessor, or manager thereof.
<br />Unless otherwise stated herein, TK Elevator's performance of this Work
<br />Order is expressly contingent upon Purchaser securing permission or
<br />priority as required by all applicable governmental agencies and paying
<br />for any and all applicable permits or other similar documents.
<br />It is agreed that TK Elevator's personnel shall be given a safe place in
<br />which to work. TK Elevator reserves the right to discontinue its work in
<br />the location above whenever, in its sole opinion, TK Elevator believes
<br />that any aspect of the location is in any way unsafe until such time as
<br />Purchaser has demonstrated, at its sole expense, that it has
<br />appropriately remedied the unsafe condition to TK Elevator's
<br />satisfaction. Unless otherwise agreed, it is understood that the work
<br />described above will be performed during regular working days and
<br />hours which are defined as Monday through Friday, 8:00 AM to 4:30
<br />PM (except scheduled union holidays). If overtime is mutually agreed
<br />upon, an additional charge at TK Elevator's usual rates for such work
<br />shall be added to the price of this Work Order.
<br />In consideration of TK Elevator performing the work described above
<br />Purchaser, to the fullest extent permitted by law, expressly agrees to
<br />indemnify, defend, save harmless, discharge, release and forever acquit
<br />TK Elevator, its employees, officers, agents, affiliates, and subsidiaries
<br />from and against any and all claims, demands, suits, and proceedings
<br />made or brought against TK Elevator, Its employees, officers, agents,
<br />affiliates and subsidiaries for loss, property damage (including damage
<br />to the equipment which is the subject matter of this Work Order),
<br />personal injury or death that are alleged to have been caused by
<br />Purchaser or any others in connection with the presence, use, misuse,
<br />maintenance, installation, removal, manufacture, design, operation or
<br />condition of the vertical transportation equipment that is the subject of
<br />this Work Order, or the associated areas surrounding such equipment.
<br />Purchaser's duty to indemnify does not apply to the extent that the
<br />loss, property damage (including damage to the equipment which is
<br />the subject matter of this Work Order), personal injury or death is
<br />determined to be caused by or resulting from the negligence of
<br />TK Elevator and/or its employees. Purchaser recognizes, however, that
<br />its obligation to defend TK Elevator and its employees, officers, agents,
<br />affiliates and subsidiaries under this clause is broader and distinct from
<br />its duty to indemnify and specifically includes payment of all attorney's
<br />fees, court costs, interest and any other expenses of litigation arising
<br />out of such claims or lawsuits.
<br />Purchaser expressly agrees to name TK Elevator along with its officers,
<br />agents, affiliates and subsidiaries as additional insureds in Purchasers
<br />liability and any excess (umbrella) liability insurance policy(ies). Such
<br />insurance must insure TK Elevator, along with its officers, agents,
<br />affiliates and subsidiaries for those claims and/or losses referenced in
<br />the above paragraph, and for claims and/or or losses arising from the
<br />negligence or legal responsibility of TK Elevator and/or its officers,
<br />agents, affiliates and subsidiaries. Such insurance must specify that its
<br />coverage is primary and non-contributory. Purchaser hereby waives the
<br />right of subrogation.
<br />2023-2-14642921 ACIA-22LHL21 1 February 27, 2023
<br />TK Elevator shall not be liable for any loss, damage or delay caused by
<br />acts of government, labor, troubles, strikes, lockouts, fire, explosions,
<br />theft, riot, civil commotion, war, malicious mischief, acts of God, or any
<br />cause beyond its control. TK Elevator Corporation shall automatically
<br />receive an extension of time commensurate with any delay regarding
<br />the work called for in this Work Order.
<br />Should loss of or damage to TK Elevator's material, tools or work occur
<br />at the location that is the subject of this Work Order, Purchaser shall
<br />compensate TK Elevator therefor, unless such loss or damage results
<br />solely from TK Elevator's own acts or omissions.
<br />If any drawings, illustrations or descriptive matter are furnished with
<br />this Work Order, they are approximate and are submitted only to show
<br />the general style and arrangement of equipment being offered. Work
<br />Order.
<br />Purchaser shall bear all cost(s) for any reinspection of TK Elevator's
<br />work due to items outside the scope of this Work Order or for any
<br />inspection arising from the work of other trades requiring the
<br />assistance of TK Elevator.
<br />Purchaser expressly agrees to waive any and all claims for
<br />consequential, special or indirect damages arising out of the
<br />performance of this Work Order and specifically releases TK Elevator
<br />from any and all such claims.
<br />A service charge of 1.5% per month, or the highest legal rate, whichever
<br />is less, shall apply to delinquent accounts. In the event of any default of
<br />any of the payment provisions herein, Purchaser agrees to pay, In
<br />addition to any defaulted amount, any attorney fees, court costs and all
<br />other expenses, fees and costs incurred by TK Elevator in connection
<br />with the collection of that defaulted amount.
<br />Purchaser agrees that this Work Order shall be construed and enforced
<br />in accordance with the laws of the state where the vertical
<br />transportation equipment that is the subject of this Work Order is
<br />located and consents tojurisdiction of the courts, both state and
<br />Federal, of that as to all matters and disputes arising out of this Work
<br />Order. Purchaser further agrees to waive trial by jury for all such
<br />matters and disputes.
<br />The rights of TK Elevator under this Work Order shall be cumulative
<br />and the failure on the part of the TK Elevator to exercise any rights
<br />given hereunder shall not operate to forfeit or waive any of said rights
<br />and any extension, indulgence or change by TK Elevator in the method,
<br />mode or manner of payment or any of its other rights shall not be
<br />construed as a waiver of any of its rights under this Work Order.
<br />In the event any portion of this Work Order is deemed invalid or
<br />unenforceable by a court of law, such finding shall not affect the
<br />validity or enforceability of any other portion of this Work Order.
<br />This Work Order shall be considered as having been drafted jointly by
<br />Purchaser and TK Elevator and shall not be construed or interpreted
<br />against either Purchaser or TK Elevator by reason of either Purchaser
<br />or TK Elevator's role in drafting same.
<br />In the event Purchaser's acceptance of the work called for in this Work
<br />Order is in the form of a purchase order or other kind of document, the
<br />provisions, terms and conditions of this Work Order shall exclusively
<br />govern the relationship between TK Elevator and Purchaser with
<br />respect to the work described herein.
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