1. General. The Terms and Conditions of Sale and Service outlined herein shall apply to the sale by Fraserwoods Fabrication & Machining LTD. (hereinafter referred to as Company) of products (including remanufactured products), equipment, and parts relating thereto (hereinafter referred to as Equipment) including maintenance and repair service performed thereto by Company (hereinafter referred to as Services). It shall be understood that the Company's proceeding with any work shall be in accordance with the terms and conditions outlined herein. The Company will comply with applicable laws and regulations in effect on the date of the Company's proposal as they may apply to the manufacture of the Equipment. Compliance with any local governmental laws or regulations relating to the location, use or operation of the Equipment, or its use in conjunction with other equipment, shall be the sole responsibility of the Purchaser. This agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the transaction takes place without regard to the conflict of laws provisions thereof. The United Nations convention on contracts for the International Sale of Goods shall not apply to this agreement.

2. Title and Risk of Loss. Title and risk of loss or damage to the Equipment shall pass to the Purchaser upon tender of delivery EXWORKS manufacturing facility unless otherwise agreed upon by the parties, except that a security interest in the Equipment shall remain in the Company, regardless of mode of attachment to realty or other property, until full payment has been made therefor, and Purchaser shall adequately insure the Equipment against loss or damage from any cause wherein the Company shall be named as an additional insured.

3. Assignment. Neither party shall assign or transfer this contract without the prior written consent of the other party.

4. Delivery and Delays. Delivery dates shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of "time is of the essence." The Company shall not be liable for any loss or delay due to causes beyond the reasonable control of the Company. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be adjusted to reflect the actual length of time lost by reason of such delay. The Purchaser's receipt of Equipment and/or Services shall constitute a waiver of any claims for delay.

5. Taxes. The price does not include any present or future Federal, Provincial, or local property, license, privilege, sales, use, excise, gross receipts or other like taxes or assessments applicable to this transaction or any services performed hereunder. Such taxes will be itemized separately to Purchaser. The Company will accept a valid exemption certificate from Purchaser. If exemption certificate is not recognized by the governmental taxing authority, Purchaser agrees to promptly reimburse the Company for any taxes which the Company is required to pay.

6. Patents. The Company shall defend the Purchaser against any proceeding based upon a claim that the Equipment manufactured by the Company, and furnished under this contract, infringes any patent of Canada or the United States of America, providing the Company is promptly notified in writing and given authority, information and assistance for defense of same; and the Company may, at its option, procure for the Purchaser the right to continue to use said Equipment, or modify it so that it becomes non-infringing, or replace the same with noninfringing equipment, or remove said Equipment and refund the purchase price. The Company does not accept any liability whatsoever in respect to patents claiming more than the Equipment furnished hereunder, or claiming methods and processes to be carried out with the aid of said Equipment. The foregoing states the entire liability of the Company with regard to patent infringement.

7. Warranty. The Company warrants that the Equipment manufactured by it and delivered hereunder (including Company re-manufactured Equipment) will be free of defects in material and workmanship for a period of twelve months from the date of placing the Equipment in operation or eighteen months from the date of shipment, whichever shall first occur. The foregoing warranty period shall apply to all Equipment, except for the following:

A. Airend for Multistage Centrifugal Blowers - When Multistage Centrifugal Blowers have been placed into operation under the supervision of a Certified Company Technician and bearing housings have been lubricated solely with Hibon Lube brand lubricant, the Company warrants the airend component of such blowers for the earlier of twenty-four (24) months from the date of initial operation or thirty (30) months from the date of shipment.

B. Repaired blowers - All models of Positive Displacement Blowers or Multistage Centrifugal Blowers that have been repaired by the Company at its service center located in Dorval, Canada are warranted twelve (12) months from the date of shipment.

C. Replacement Parts – Six (6) months from the date of shipment.

The Purchaser shall be obligated to promptly report any failure to conform to this warranty, in writing to the Company within said period, whereupon the Company shall, at its option, correct such nonconformity, by suitable repair to such Equipment or, furnish a replacement part provided the Purchaser has stored, installed, maintained, and operated such Equipment in accordance with good industry practices and has complied with specific recommendations of the Company. At its option, the Company shall fulfil any repair obligation either at the nearest Company-approved service center or at the Purchaser's jobsite, provided Purchaser allows the Company free access to the Equipment. Company reserves the right to take possession of or direct Purchaser to return any replaced parts, which shall become Company property. Accessories or equipment furnished by the Company, but manufactured by others, shall carry whatever warranty the manufacturers have conveyed to the Company and which can be passed on to the Purchaser. This warranty shall not apply to any component which Purchaser directs Company to use in or add to the Equipment, and which would not otherwise be used or added by the Company. The Company shall not be liable for any repairs, replacements, or adjustments to the Equipment or any costs of labour performed by the Purchaser or others without the Company's prior written approval. 

The effects of corrosion, erosion, and normal wear and tear are specifically excluded. Performance warranties are limited to those specifically stated within the Company's proposal, and the Company's obligation for meeting such performance warranties shall be to correct in the manner and for the period of time provided above. THE COMPANY MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, EXCEPT THAT OF TITLE, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

Correction by the Company of nonconformities whether patent or latent, in the manner and for the period of time provided above, shall constitute fulfilment of all liabilities of the Company for such nonconformities, with respect to or arising out of such Equipment or Services. The Purchaser shall not operate Equipment which is considered to be defective, and any such use of Equipment will be at the Purchaser's sole risk and liability.

8. Limitation of Liability. The remedies of the Purchaser set forth herein are exclusive, and the total liability of the Company with respect to this contract, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise, shall not exceed the purchase price of the unit of Equipment, or Services performed, upon which such liability is based. The Company and its suppliers shall in no event be liable to the Purchaser, any successors in interest or any beneficiary or assignee of this contract for any consequential, incidental, indirect, special, lost profits or punitive damages arising out of this contract or any breach thereof, or any defect in, or failure of, or malfunction of the Equipment or Services performed hereunder, whether or not such loss or damage is based on contract, warranty, negligence, indemnity, strict liability or otherwise. 

9. Nuclear Liability. In the event that the Equipment sold hereunder is to be used in a nuclear facility, the Purchaser shall, prior to such use, arrange for insurance or governmental indemnity protecting the Company against liability and hereby releases and agrees to indemnify the Company and its suppliers for any nuclear damage, including loss of use, in anymanner arising out of a nuclear incident, whether alleged to be due, in whole or in part to the negligence or otherwise of the Company or its suppliers. 

10. Execution. The Company shall not be bound by any contract or any modification thereto until approved in writing by an officer of the Company. The contract, when so approved, shall supersede all previous communications, either oral or written. 

11. Personal Data. In the context of the performance of this Contract either Party and namely Company or Purchaser ("Data Recipient") may process personal data relating to other Party's ("Data Provider") (i) vendors, (ii) customers, (iii) employees, or (iv) agents, directors or other individuals that are not employees ("Personal Data"). Such provision of Personal Data shall constitute an exchange from one controller to another controller. The Parties shall each as a controller for their own purposes process any Personal Data in compliance with applicable laws regarding the processing of Personal Data. Furthermore, the Data Recipient agrees that it as well as its employees, agents and contractors of any legal status, including but not limited to individuals, partnerships and corporations ("Agents") will not use Personal Data for any purpose other than the fulfilment of this Contract and will not retain the Personal Data for longer than necessary.

The Data Recipient and its Agents to whom Personal Data are provided shall maintain appropriate technical, organizational and security measures for the protection of Personal Data. The Data Recipient agrees to immediately report to the Data Provider any known or suspected (i) unauthorized access to the Personal Data, (ii) loss or theft of the Personal Data, and (iii) use or disclosure of Personal Data that violates the terms of this Agreement. The Data Recipient will mitigate, to the extent practicable, any harmful effects of any such events known to it or its Agents, and cooperate with the Data Provider in providing any notices regarding such events, which the Data Provider deems appropriate.

Personal Data of the Purchaser may be processed by the Company for legitimate business reasons such as fulfilling purchase orders, processing invoices and receiving payments, honoring warranties for customer service agreements and part replacements, for general customer administration, website management, providing marketing information on products and services and events that may interest customer (with consent of individuals for direct marketing where legally required). Personal Data of the Purchaser may be transferred to Ingersoll Rand entities worldwide or to third parties worldwide providing services to the Ingersoll Rand Group (such as data hosting services) for these purposes. Company will keep the Personal Data as long as necessary for the purposes of the processing except if we have to process it further under a legal obligation or in case of a dispute or legal procedure. In the USA, Ingersoll Rand is Privacy Shield certified. When working with other parties outside the EU, we ensure adequate personal data protection, for instance through the implementation of standard contractual clauses - as recognized by the European Commission- or by working with third parties who are certified under the EU – U.S. Privacy Shield and the U.S. – Swiss Privacy Shield Framework. By entering into the Contract and any agreement with the Company you confirm that you are entitled to provide to the Company with this Personal Data in view of the use and transfer of Personal Data for these purposes, including that you have obtained the necessary consents of data subjects where required.

In situations where any Party would, as a processor, process Personal Data on behalf of the other (as controller), they will enter into a data processing agreement in conformity with applicable law, including where applicable the GDPR.

To obtain complete information on IR privacy policy, please refer to https://company.ingersollrand.com/privacy-policy.html