TERMS OF SALE

 

Selling Policy – Canada/USA

RAM Elevators & Lifts Ltd.

NOTICE: The Terms and Conditions contained in this

Selling Policy govern the sale of Equipment and Services

The terms and conditions set forth in RAM Elevators & Lifts Ltd.’s Proposal to the Purchaser, contained in this Selling

Policy, and any other documents that are executed between the Parties are the terms and conditions governing the

relationship and shall constitute the entire Agreement between the Parties for the Equipment and/or Services covered

by the Proposal. Each Proposal is valid for a period of thirty (30) days from the date thereof unless extended or

withdrawn in writing by RAM. The issuance of a purchase order or any other reasonable manner of acceptance by

Purchaser communicated to RAM during such validity period of the Proposal will form an Agreement between RAM

and the Purchaser based upon the terms and conditions of the Proposal and this Selling Policy.

1. Definitions

In this Selling Policy, unless there is something in the subject matter or content inconsistent therewith, the following

terms shall have the following meanings, respectively:

(a) “Agreement” means the Proposal, this Selling Policy, purchase order(s) as accepted by RAM (excluding any

preprinted terms and conditions on said purchase order and in any attachments to or documents referenced

in said purchase order) and any other document set forth in the Proposal, or an integrated agreement signed

by RAM and Purchaser, for the Equipment, and/or Services.

(b) “Delivery” means the transfer of the Equipment to the Purchaser’s possession which, for the purposes of the

Agreement, shall occur at RAM’s manufacturing facility at the time of loading of the Equipment onto carrier

transport to the Purchaser or the Site.

(c) “End User” means the user of the Equipment following installation and may include the Owner, Purchaser, or

any invitees, guests of, or strangers to the Owner or Purchaser, as the case may be.

(d) “Equipment” means equipment, components, parts, materials, and Software provided by RAM pursuant to

the Agreement as listed in the Proposal.

(e) “Field Installation Services” means the installation by RAM of Purchaser’s Material at the Site.

(f) “Field Repair and Modernization Services” means the repair, modification or modernization work, or some

or all of them, performed by RAM on Purchaser’s Material at the Site and for certain activities at a repair facility

selected by RAM.

(g) “Installation Manual” means the instructional book or booklet supplied with the Equipment containing

information relating to the installation of the Equipment.

(h) “Limited Warranty” means the warranty specified in Section 8 of this Selling Policy.

(i) “Owner” means the owner of the Equipment and may include the End User, the Purchaser and/or the owner

of location where the Equipment is installed.

(j) “Owner’s Manual” means the instructional book or booklet supplied with the Equipment containing information

relating to operation and maintenance of the Equipment.

(k) “Party” means, individually, either RAM or Purchaser.

(l) “Parties” means, collectively, both RAM and Purchaser.

(m) “Proposal” means the RAM proposal or quotation issued to the Purchaser with respect to the sale of

Equipment and/or Services.

(n) “Purchaser” means the entity or individual purchasing Equipment and/or Services, which may include the

Owner and/or End User.

(o) “Purchaser’s Material” means equipment, materials, components and items of any kind owned by Purchaser

or any other owner of the Site which may be incorporated in or on the Equipment, or for which Services are to

be provided or are provided under the Agreement.

(p) “RAM” means RAM Elevators & Lifts Ltd. and its affiliated companies and their subsidiaries, successors and

assigns including but not limited to RAM Elevators & Lifts Inc.

(q) “Services” means shop repair and modernization services, field installation services, field repair and

modernization services, maintenance services, and mechnical services, or some or all of them provided

pursuant to this Agreement.

(r) “Services on Third Party Parts” means Services in connection with the installation of Third Party Parts.

(s) “Site” means the Purchaser’s/Owner’s property or location where the Equipment or Purchaser’s Material is or

will be installed.

(t) “Special Services” means the performance by a RAM field service representative of diagnostic and

operational troubleshooting on Purchaser’s Material, both online and offline. This work may be conducted on

Site or by telecommunication.

(u) “Software” means instructions in machine readable form, other than source code, and associated

documentation delivered by RAM to Purchaser in chip, disk and/or tape format.

(v) “Supplier” means any subcontractor or supplier of any tier who supplies goods and services to RAM in

connection with the obligations of RAM under the Agreement.

(w) “Technical Field Assistance” means the advice and consultation given to Purchaser’s personnel by a field

service representative of RAM with respect to: (i) installation, inspection, repair and/or maintenance activities

performed by others at the Site; and (ii) any RAM recommended quality assurance procedures for activities

performed at the Site. Technical Field Assistance does not include management, supervision or regulation of

Purchaser’s personnel, agents or contractors.

(x) “Technical Services” means (i) Technical Field Assistance; (ii) Special Services; (iii) inspection of equipment

which has been disassembled by Purchaser or others; (iv) technical evaluation of inspections performed by

RAM, Purchaser or others; (v) technical information provided by RAM, including data interpretation and

reports; (vi) inspections, technical evaluation of inspections, technical analysis of materials and technical

recommendations related to Shop Repair and Modernization Services; (vii) advice and consultation given to

Purchaser’s personnel at the Site or at a RAM facility by a RAM engineer or technician; and/or (viii) advice

and guidance given to Purchaser by RAM field engineer(s) regarding methods and procedures for installation,

maintenance and/or calibration of the Equipment or Purchaser’s Material.

(y) “Third Party Parts” means parts, components, equipment, or materials provided by Purchaser under the

Agreement which were not manufactured or supplied by RAM or the predecessors of RAM or which were

originally supplied by RAM or the predecessors of RAM and subsequently repaired, serviced, or otherwise

modified or altered by any party not affiliated with RAM or with a predecessor of RAM.

2. Scope

RAM will furnish to Purchaser the Equipment, and/or Services as specified in and pursuant to the Agreement.

3. Installation, Use and Operation of Equipment

(a) The Equipment is, unless explicitly stated otherwise, limited to moving of people and light goods as outlined

in applicable codes for elevating devices. At no point should the Equipment be used outside the recommended

limitations and in a manner other than that outlined in the Installation Manual and/or Owner’s Manual.

Purchaser is directed to these manuals as well as warning decals on the Equipment for reference to the

limitations of and the number of persons and/or weight restrictions applicable.

(b) IN THE EVENT OF AN EQUIPMENT ONLY SCOPE OF SUPPLY, RAM RECOMMENDS THAT A CERTIFIED

INSTALLER BE CONSULTED AND CONTRACTED BY PURCHASER TO ENSURE THAT ALL CODES AND

SAFETY STANDARDS ARE MET. RAM TAKES ON NO RESPONSIBILITY OR LIABILITY FOR LOSS,

DAMAGE, OR CONSEQUENCES SHOULD PURCHASER DECLINE TO UTILIZE CERTIFIED OR

EXPERIENCED INSTALLATION SERVICES OR OTHERWISE FAIL TO FOLLOW THE INSTALLATION

MANUAL.

(c) In all cases, installation of the Equipment should reflect best practices as outlined in the Installation Manual

and follow the prevailing codes and/or regulations applicable to Equipment in the jurisdiction where it is

installed, if any. It is the responsibility of Purchaser to ensure this compliance.

(d) In addition, RAM does not provide performance guarantee or warranty of any installation services not provided

by RAM, even if installation is performed by one of RAM’s dealer partners.

4. Price Policy

(a) For an Agreement for Equipment supply only and, unless otherwise stated in the Proposal, the price specified

does not include installation, disassembly, or reassembly of Equipment at the Site.

(b) All prices quoted in the Proposal are subject to change until a purchase order or Agreement is finalized. In the

event that (i) the cost of raw materials and/or components increases due to unanticipated circumstances or

otherwise and/or (ii) a vendor raises its prices or imposes a surcharge on RAM, RAM reserves the right to

increase prices and/or surcharge Purchaser, and Purchaser agrees to accept such price increase or surcharge

until the term of such price increase or surcharge ends or until the termination of the Agreement. Such prices

and surcharges may be adjusted by the RAM to reflect a change in underlying costs and shall be reflected in

a change order as specified in Section 15 of this Selling Policy.

(c) If there is a delay in completion of shipment of any order due to any change requested by Purchaser or as a

result of any delay on Purchaser’s part for any reason, the price in the Proposal is subject to change.

(d) If the Proposal requires a deposit payable by the Purchaser (“Deposit”), in all circumstances, including but

not limited to if Purchaser decides that it does not want or is no longer able to take the Equipment, and subject

to the terms of this Selling Policy, the Deposit shall be non-refundable to Purchaser after the TENTH (10th)

day following approval by Purchaser of the Proposal.

5. Taxes

Unless otherwise specified in the Proposal, the price paid or to be paid by the Purchaser to RAM under the Agreement

does not include any United States or Canadian federal (other than United States federal and state income taxes

imposed on RAM), state, provincial or local property, license, privilege, sales, use, excise, value added, gross receipts,

or similar taxes now or hereafter applicable to, measured by, or imposed upon or with respect to the transaction, the

Equipment and Purchaser’s Material, its or their sale, their value or their use, or any Services performed in connection

therewith. Purchaser agrees to pay or reimburse RAM for any such taxes which RAM or its Suppliers are required to

pay.

6. Terms of Payment

(a) Unless otherwise specified, RAM shall issue invoices to the Purchaser in accordance with the schedule set

forth in the Proposal. If an invoice schedule is not set forth in the Proposal, RAM shall issue invoices as the

work is completed. All invoices shall be paid by the Purchaser within thirty (30) days after the date of the

invoice less any Deposit, if any.

(b) If Delivery of Equipment is delayed by Purchaser, affected payments shall become due and payable by

Purchaser based on the date RAM is prepared to make shipment plus any additional charges specified further

in this Selling Policy.

(c) Unless otherwise agreed to in writing by the Parties, all invoices are payable by Purchaser within thirty (30)

days of the invoice date.

(d) Where Equipment is delivered by installments, RAM may invoice each installment separately and Purchaser

shall pay such invoices in accordance herewith.

(e) Invoices not paid in accordance with terms are subject to interest charges at the rate of one and one-half

percent (1.5%) per month, unless prohibited by law, in which event invoices will be subject to interest charges

at the maximum legal rate.

(f) No dispute arising under the Contract nor delays beyond the reasonable control of Seller shall interfere with

Purchaser’s prompt payment in full of any invoice. Time and terms of payment are essential hereto, and if

any default therein be made by Purchaser, or if the financial responsibility of Purchaser shall at any time

become impaired or unsatisfactory to RAM, RAM will have the right to terminate without notice or to defer or

discontinue further shipments hereunder until past due payments are made or satisfactory assurance of

Purchaser’s financial responsibility is received by RAM (without prejudice, however, to any claims or rights

which RAM may have in law or equity hereunder). Such right will continue irrespective of any prior failure on

the part of RAM to exercise such right. If RAM is required to refer any order for collection, Purchaser agrees

that all costs, legal fees, and expenses of said collection shall be added to the amount due to RAM from

Purchaser.

7. Delivery, Transportation, Title and Risk of Loss or Damage

(a) Unless otherwise stated in the Proposal, Delivery of each component of Equipment, Purchaser’s Material or

parts shall be made EXW – INCOTERMS 2020 (or prevailing at the time of issuance of the Proposal) at RAM’s

facility upon delivery to the carrier, whether Purchaser prepays freight or not. Subject to the provisions of (b)

below, legal, and equitable title and risk of loss or damage to each such component of the Equipment,

Purchaser’s Material or parts shall pass from RAM to Purchaser upon such Delivery.

(b) RAM will comply with reasonable requests of Purchaser to postpone Delivery but shall be under no obligation

to do so. Where Delivery is postponed other than due to default of RAM, or in the case of Purchaser’s refusal

or inability to accept any shipment in accordance with the terms of any order, Purchaser shall be liable for

freight, express, storage, extra cost of handling and all other applicable expenses incurred by RAM as a result

of such postponement, refusal or inability.

(c) Risk of loss of or damage to the Equipment, Purchaser’s Material or other property located at the Site shall

always remain with Purchaser. If Purchaser procures or has procured property damage insurance applicable

to occurrences at the Site, Purchaser shall obtain a waiver by the insurers of all subrogation rights against

RAM and its Suppliers.

(d) Subject to the Limited Warranty specified in this Selling Policy, any Equipment, Purchaser’s Material or parts

which have been altered or damaged are not returnable except with RAM’s prior written consent. To reject

any Equipment, Purchaser’s Material or parts on inspection as defective, Purchaser must notify RAM in writing

within ten (10) days from receipt of same. Before allowing or rejecting a claim, RAM shall then have the option

of reinspection at Purchaser’s facility, the Site or at RAM’s facility. Defects that do not impair service shall not

be a cause for rejection. RAM shall have the right to replace within a reasonable time any Equipment,

Purchaser’s Material or parts which, in RAM’s opinion, do not conform to the order. No claim will be allowed

for any any Equipment, Purchaser’s Material or parts damaged by Purchaser or damaged in transit. Expenses

incurred in connection with claims for which RAM is not liable, will be charged to Purchaser. RAM will not be

responsible for any work done to correct errors unless such work is authorized by the written consent of RAM.

(e) When Equipment, Purchaser’s Material or parts are ready for shipment, or Shop Repair is completed on

Equipment, Purchaser’s Material, or parts, RAM will notify Purchaser to arrange for shipment. If RAM has

agreed in the Proposal to transport Equipment, when items of Equipment are ready for shipment or Shop

Repair and Modernization Services are completed on Purchaser’s Material, RAM will (i) in the absence of

shipping instructions, inform Purchaser of pending shipment and Purchaser will thereafter promptly give

shipping instructions to RAM, (ii) determine the method of transportation and the routing of the shipment, and

(iii) ship the Equipment, Purchaser’s Material or parts freight prepaid and included in the price by carriage

either to Purchaser’s designated destination when shipped by highway transport, to the nearest suitable rail

siding to Purchaser’s designated destination when shipped by rail transport.

(f) In the event that Purchaser fails to provide RAM with timely shipping instructions, RAM is entitled, but not

required, to ship the Equipment, Purchaser’s Material or parts by carriage collect to Purchaser or to a suitable

storage location selected by RAM.

(g) Purchaser agrees to pay or to reimburse any transportation charges in excess of regular charges for carriage,

including, but not limited to, excess charges for special routing, specialized riggers trailers, barging, power

tailgate delivery, residential delivery and air transport.

8. Limited Warranty

(a) Subject to section 8(c), RAM warrants that the Equipment shall be free from defects in material and

workmanship for a period of twenty-four (24) months from the date of installation, or such other period as shall

be agreed upon in writing by the Parties.

(b) Subject to section 8(c), RAM warrants that any Service or parts only supplied under the terms of the Agreement

shall be free from defects in material and workmanship for a period of ?? from the date of completion of the

Services or supply of parts, as applicable.

(c) Purchase price for Equipment or parts must be paid in full for RAM to release any parts under this Limited

Warranty.

(d) The Limited Warranty applies to the repair or replacement, at RAM’s option, of parts that fail due to defective

material or workmanship. RAM may, at its option, provide factory reconditioned parts. This Limited Warranty

does not cover labor charges for the removal, repair or replacement of warranty parts but such costs may be

covered for a period of time by a dealer’s service warranty, which is provided to Purchaser separately. In the

case where RAM provides installation services as part of an Agreement, RAM warrants that the work

performed by RAM, including any materials (excluding consumables) supplied by RAM in connection

therewith, will be free of defects in design, workmanship, and materials until the balance of the Limited

Warranty or three (3) months after the completion of Services, whichever is lesser.

(e) The Limited Warranty excludes remedy for damage or defect caused by abuse; failure to resist corrosion or

erosion from any corrosive agent or fluid, or due to deposits of foreign material from any fluid; modifications

not executed by RAM; improper installation or operation; defects or failures arising out of, in any way related

to, or as a result, either direct or indirect, of Purchaser’s failure to properly advise RAM of all normal and

special operating conditions, known to or suspected by Purchaser, when RAM is manufacturing the Equipment

for a specific operation; or normal wear and tear under normal usage. THIS LIMITED WARRANTY DOES

NOT APPLY TO THE FOLLOWING:

i) The Purchaser’s Materials incorporated into or otherwise made a part of the Equipment’

ii) Consumable items, which include light bulbs, batteries, UPS (uninterruptible power supplies) batteries,

oil seals, mechanical switches, guide shoe inserts, drive nuts, drive belts, hydraulic fluids, greases, oils,

etc.;

iii) Structural or cosmetic components that are subject to normal wear and tear, external forces and/or

misuse. This includes metal panels, glass, Plexiglas, gates, traveling cable, doors, buttons, switches,

upholstery, trim, etc.;

iv) Items that require periodic assessment, maintenance and/or replacement. This includes paint, caulking,

weather seals, etc.; or

v) Malfunction or damage to product caused by accident, misuse, abuse or vandalism, lack of proper

maintenance, improper installation or placement of product, neglect, improper adjustment, modification

or alteration, structural condition of building or hoist way, overloading, failure to follow operating

instructions or acts of God.

(f) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, RAM MAKES NO OTHER WARRANTY WITH

RESPECT TO THE GOODS DELIVERED HEREUNDER AND EXPRESSLY DISCLAIMS ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND OF

FITNESS FOR A PARTICULAR PURPOSE, ARISING BY OPERATION OF LAW OR OTHERWISE.

(g) RAM must be notified in writing of any defect in the Equipment within a reasonable period of time after

discovery (not to exceed thirty (30) days) and the defective Equipment must be delivered within the warranty

period specified above, prepaid, to RAM’s facility, with evidence that the Equipment have been properly

installed, maintained and operated in accordance with the Installation Manual and Owner’s Manual. If RAM

determines that any such returned Equipment are not in conformity with the warranty set forth herein, then

RAM shall, at its sole option and expense, either repair the same or supply replacement Equipment or parts

as required.

(h) The Limited Warranty only applies to products installed and maintained by in conformance with all applicable

codes and/or regulations as well as the Installation Manual and Owner’s Manual.

(i) The Limited Warranty is void if regular inspection and maintenance of Equipment is not being carried out in

accordance with the recommendations contained in the Owner’s Manual and/ or RAM’s technical support

instructions. It is the Owner’s responsibility to keep records of all such service. To maintain this Limited

Warranty, products installed in harsh environments (e.g. salt water, temperature extremes), will require

additional maintenance.

(j) It is permissible to have any repairs or replacement work done as a result of any defects in material and

workmanship by someone other than RAM or a RAM authorized dealer under this Limited Warranty. However,

this Limited Warranty does not cover any charges or expenses assessed by any such other person or party

performing such repairs or replacement work. All parts used to replace defective materials must be genuine

RAM parts to be covered by this Limited Warranty. Any changes or alterations done to or performed upon the

Equipment that are not expressly approved by RAM will void this Limited Warranty.

(k) Parts required under the terms of this Limited Warranty will be shipped to Purchaser by ground at RAM’s

expense. Expedited or air shipment of parts is available at upon request and any additional expense will be

borne by Purchaser. Some parts covered under this Limited Warranty may be commercially available from a

source close to the Site. In such cases, RAM will reimburse Purchaser for cost to purchase these items

provided that approval is obtained from RAM in advance.

(l) Correction of nonconformities in the manner and for the period of time provided above constitute RAM’s sole

and exclusive liability and Purchaser’s sole and exclusive remedy for defective or nonconforming Equipment

and/or Services whether claims of Purchaser are based in contract (including fundamental breach or breach

of a fundamental term), in tort (including negligence and strict liability), or any other theory of recovery.

9. Limitation of Liability

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, PURCHASER EXPRESSLY

AGREES THAT NEITHER RAM NOR ITS SUPPLIERS WILL UNDER ANY CIRCUMSTANCES BE LIABLE

UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL

BREACH OR BREACH OF A FUNDAMENTAL TERM), IN TORT (INCLUDING NEGLIGENCE AND STRICT

LIABILITY), UNDER WARRANTY, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR

CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; PERSONAL INJURY OR DEATH; DAMAGE TO

OR LOSS OF ANY PROPERTY OR EQUIPMENT; LOSS OF PROFITS OR REVENUE OR LOSS OF USE

THEREOF; LOSS OF USE OF PURCHASER’S MATERIAL, EQUIPMENT OR POWER SYSTEM; COST OF

CAPITAL: COST OF FUEL; COST OF PURCHASED OR REPLACEMENT POWER; INCREASED COSTS

OF ANY KIND; OR ANY CLAIMS OF CUSTOMERS, VISITORS, INVITEES, AGENTS, SUCCESSORS,

ASSIGNS OR SUBSEQUENT PURCHASERS OF THE EQUIPMENT OF PURCHASER.

(b) PURCHASER EXPRESSLY AGREES THAT THE REMEDIES PROVIDED IT IN THE AGREEMENT ARE

EXCLUSIVE, AND THAT NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, UNDER

NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE LIABILITY OF RAM UNDER ANY THEORY OF

RECOVERY, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF

A FUNDAMENTAL TERM), IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER

WARRANTY, OR OTHERWISE, EXCEED THE TOTAL PRICE PAID TO RAM UNDER THE AGREEMENT.

(c) ANY AND ALL LIABILITY OF RAM AND ITS SUPPLIERS UNDER THIS AGREEMENT SHALL BE TO THE

EXTENT OF AND TERMINATE ON THE EXPIRATION OF THE LIMITED WARRANTY PROVIDED HEREIN.

(d) THE PROVISIONS OF THIS ARTICLE SHALL PREVAIL OVER ANY CONFLICTING OR INCONSISTENT

PROVISIONS SET FORTH ELSEWHERE IN THE AGREEMENT.

(e) RAM disclaims liability for any personal injury or property damage resulting from the use and operation of a

product that has been modified from the original RAM design. No person or company is authorized to change

the design of this product without written authorization by an authorized person at RAM. RAM’s obligation

under the Limited Warranty is exclusively limited to the repair or exchange of parts that fail within the

applicable warranty period. RAM assumes no responsibility for expenses or damages, including incidental or

consequential damages. Some states and/or provinces do not allow the exclusion or limitation of incidental or

consequential damages so the above limitation may not apply to you.

10. Force Majeure

(a) RAM will not be liable for failure to perform or delay in performance of any obligation resulting from or

contributed to by any cause beyond the reasonable control of RAM or its Suppliers or from any act of God; act

of civil or military authority; act of war whether declared or undeclared; act (including delay, failure to act or

priority) of any governmental or regulatory authority or Purchaser; act of terrorism; civil disturbance, rebellion,

insurrection, riot or sabotage; fire, inclement weather conditions, earthquake, flood or natural disaster; strike,

work stoppage or other labor difficulty; public health emergency or order; embargo, epidemic, pandemic or

quarantine; railroad car, fuel or energy shortage; major equipment breakdown; delay or accident in shipping

or transportation; or failure or delay beyond its reasonable control in obtaining necessary manufacturing

facilities, labor, or materials from usual sources.

(b) In the event of a delay in performance excusable under this Article, the date of Delivery or time for performance

of the work will be extended by a period of time reasonably necessary to overcome the effect of such delay,

and Purchaser will reimburse RAM for its additional costs and expenses resulting from the delay.

11. Termination

(a) Purchaser may terminate the Agreement for convenience no later than TEN (10) days following Purchaser

providing RAM with approval or written confirmation to proceed with the Proposal. In the event of such

termination, any Deposit paid is refundable to Purchaser less any reasonable and proper termination

charges, including but not limited to, credit card fees. In all other cases and as specified elsewhere in this

Selling Policy, Deposit shall be non-refundable to the Purchaser on termination.

(b) Should the work to be provided by RAM under the Agreement be delayed for a period in excess of four (4)

months for any reason attributable to Purchaser and/or force majeure, or should any payment required to be

made by Purchaser be thirty (30) days or more past due, RAM shall be entitled to treat the Agreement as

having been terminated by Purchaser with no further liability to RAM.

(c) Termination charges shall be calculated based upon the portion of the purchase price for the work performed,

man hours expended, and materials acquired at as the date of termination plus the expenses associated

with the termination, including, but not limited to, any additional expense incurred by reason of termination

or cancellation of agreements between RAM and its Suppliers, and any applicable cost allocated in

contemplation of performance.

(d) RAM will make every reasonable effort to minimize such termination charges. All termination charges shall

be due and payable thirty (30) days from the date of the RAM invoice. RAM may offset termination charges

against any Deposit paid by the Purchaser. In the event of a balance due and owing to RAM, the Purchaser

shall make payment to RAM within 30 days of receipt of the RAM invoice.

12. Confidential Information

(a) RAM may have a proprietary interest in information that may be furnished pursuant to the Agreement.

Purchaser will keep in confidence and will not disclose any such information which is specifically designated

as being confidential to RAM or use any such information for other than the purpose for which it is supplied

without the prior written permission of RAM. The provisions of this section shall not apply to information,

notwithstanding any confidential designation thereof, which is known to Purchaser without any restriction as

to disclosure or use at the time it is furnished, which is or becomes generally available to the public without

breach of any confidentiality obligation of Purchaser, or which is received from a third party without limitation

or restriction on said third party or Purchaser at the time of disclosure.

(b) RAM has a confidential interest in the Proposal and the Agreement. Accordingly, neither document shall be

disclosed by Purchaser, in whole or in part, to any third parties without the prior written permission of RAM.

(c) When required by appropriate governmental authority, including governmental regulations, applicable law or

regulation, by order of a court of competent jurisdiction or lawful subpoena (hereinafter collectively referred

to as “Governmental Authority”), Purchaser may disclose such confidential information to such

Governmental Authority; provided, however, that prior to making any such disclosure, Purchaser will: (i)

provide RAM with timely advance written notice of the confidential information requested by such

Governmental Authority and Purchaser’s intent to so disclose.

13. Software License

RAM grants to Purchaser a nonexclusive, nontransferable license to utilize the Software furnished hereunder. Such

license is limited to Purchaser’s internal use at or for the Equipment with which such Software is incorporated. All title

and ownership of the Software, including, without limitation, the copyright to such Software, shall remain exclusively

with RAM.

14. Compliance with Laws and Codes

When required under a Proposal, RAM will manufacture the Equipment in compliance with applicable and updated

Canadian Codes for Elevators and Lifts and United States of America Codes for Elevators and Lifts. In all cases, RAM

makes no guarantee that local municipal, provincial/territory, or development requirements are met. Purchaser is

required to review and consult local requirements to ensure that the Equipment meets those requirements prior to final

installation and use.

15. Changes

(a) Subject to Section 15(c), Purchaser may request changes within the scope of the Agreement and, if accepted

by RAM, the price, performance, schedule, and other pertinent provisions of the Agreement will be adjusted

by mutual agreement of the Parties prior to implementation of the change.

(b) Subject to Section 15(c), any expenses incurred by RAM due to:

(i) delays, other than delays which are deemed to be within the reasonable control of RAM,

(ii) changes to the cost of raw materials and/or components, increases due to unanticipated circumstances

or otherwise and/or a vendor raises its prices or imposes a surcharge on RAM that results in an increase

of the purchase price by more than ?? %, or

(iii) changes in applicable laws, regulations and technical codes and standards or the imposition of new

laws, regulations and/or technical codes and standards after the date of the Purchaser’s order,

will be treated as changes to the scope of work and the Agreement will be adjusted as set forth in (a) above

with additional expenses being payable by the Purchaser.

(c) All changes will be addressed in a written change order prepared by RAM and provided to the Purchaser for

approval. Any changes that result in an increase in purchase price must be paid by Purchaser before RAM

will release Equipment and/or parts, or complete Services.

(d) RAM may make a change(s) in the Equipment, Services on Purchaser’s Material, or the other Services without

additional compensation from Purchaser if such change(s) does not adversely affect the Limited Warranty, the

interface with Purchaser’s equipment, materials and plant, the technical soundness of the work, the operation

of the facility where the Equipment or Purchaser’s Material is installed or for which RAM is providing Services

under the Agreement, or the schedule. RAM will consult with the Purchaser to best of RAM’s ability regarding

changes required because of unavailability of finishes or custom treatments.

16. Returning Equipment or Purchaser’s Material

(a) Prior to the return of any Equipment or Purchaser’s Material to RAM, Purchaser must obtain authorization and

shipping instructions from RAM.

(b) The Equipment or Purchaser’s Material must be returned with complete identification in accordance with

instructions furnished by RAM. In no event will RAM be responsible for Equipment or Purchaser’s Material

returned without proper authorization and identification.

(c) In the event that newly supplied Equipment, Purchaser’s Material, or parts are returned to RAM, for whatever

reason, including but not limited to the Purchaser failing or refusing to receive Equipment, Purchaser’s

Material, or parts, those items may, at RAM’s discretion, be subject to a restocking fee up to 25% of their as

sold value. In the event that Equipment, Purchaser’s Material, or parts are returned in a damaged state, RAM

is entitled to, at its discretion, invoice Purchaser for up to the whole value thereof.

(d) RAM is not responsible for shipping costs, importation costs, duty, taxation or other fees that may apply to any

returned Equipment, Purchaser’s Material, or parts.

17. Miscellaneous Provisions

(a) Modification: No waiver, modification, or amendment of any of the provisions of the Agreement shall be

binding unless it is in writing and signed by duly authorized representatives of both Parties.

(b) Assignment: Except for assignment by RAM to an affiliate of RAM, the Agreement will not be assigned by

either Party without the prior written consent of the other Party, which consent will not be unreasonably

withheld. Any purported assignment without such prior written consent shall be null and void. In the event that

the Purchaser is a builder or third-party supplier, the Limited Warranty may be assigned to the Owner.

(c) Governing Law: The Agreement will be construed and interpreted in accordance with the laws of the Province

of Alberta, Canada without application of its choice or conflict of law rules. The Parties agree to attorn to the

Courts of the Province of Alberta. The United Nations Convention on Contracts for the International Sale of

Goods shall not apply to the Proposal or the Agreement.

(d) Integration: The Agreement contains the entire agreement and understanding between the Parties as to the

subject matter of the Agreement, and merges and supersedes all prior or contemporaneous agreements,

commitments, representations, writings, and discussions between them. Neither of the Parties will be bound

by any prior or contemporaneous obligations, conditions, warranties, or representations with respect to the

subject matter of the Agreement.

(e) Survival: The provisions entitled “Confidential Information”, “Limitation of Liability”, “Transfer and Export

Compliance”, “Software License” and the second paragraph of “Delivery, Transportation, Title and Risk of

Loss or Damage” shall survive termination, expiration or cancellation of the Agreement.

(f) Arbitration: The Parties agree that, in the event that any dispute arising out of or under this Agreement cannot

be settled by and between the Parties, any such dispute shall be settled by arbitration before a single arbitrator

pursuant to the general Canadian Arbitration Association Rules for Arbitration. Any Party may serve notice of

its desire to refer a dispute to arbitration. The arbitration shall proceed in accordance with the provisions of

the Arbitration Act (Alberta), shall be conducted in English and shall take place in Edmonton, Alberta. The

decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon

the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator

shall be divided equally between the parties.

 

GROUNDED SIMPLICITY,
ELEVATED DESIGN

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