General Terms and Conditions
1. WORKING HOURS
Unless otherwise stated, all labor and services under this Agreement will be
performed during the hours of 8:00 a.m. - 4:30 p.m. local time Monday through
Friday, excluding federal holidays. If for any reason Customer requests
Honeywell Vindicator Security Solutions (“Honeywell”) to furnish any such labor
or services outside of the hours of 8:00 a.m. - 4:30 p.m. local time Monday
through Friday (or on federal holidays), any overtime or other additional
expense occasioned thereby, such as repairs or material costs not included in
this Agreement, must be billed to and paid by Customer.
2. TAXES
Customer agrees to pay the amount of any new or increased taxes or
governmental charges upon labor or the production, shipment, sale, installation,
or use of equipment or software which become effective after the date of this
Agreement. If Customer claims any such taxes do not apply to transactions
covered by this Agreement, Customer must provide Honeywell with a tax exemption
certificate acceptable to the applicable taxing authorities.
3. PROPRIETARY INFORMATION
3.1 All proprietary information (as defined herein) obtained by
Customer from Honeywell in connection with this Agreement must remain the
property of Honeywell, and Customer may not divulge such information to any
third party without prior written consent of Honeywell. As used herein, the
term "proprietary information" means written information (or oral information
reduced to writing), or information in machine-readable form, including but not
limited to software supplied to Customer hereunder which Honeywell deems
proprietary or confidential and characterizes as proprietary at the time of
disclosure to Customer by marking or labeling the same "Proprietary,
“Confidential”, or “Sensitive”. The Customer incurs no obligations hereunder
with respect to proprietary information which: (a) was in the Customer’s
possession or was known to the Customer prior to its receipt from Honeywell; (b)
is independently developed by the Customer without the utilization of such
confidential information of Honeywell; (c) is or becomes public knowledge
through no fault of the Customer; (d) is or becomes available to the Customer
from a source other than Honeywell; (e) is or becomes available on an
unrestricted basis to a third party from Honeywell or from someone acting under
its control; (f) is received by Customer after notification to Honeywell that
the Customer will not accept any further information.
3.2 Customer agrees that Honeywell may use nonproprietary
information pertaining to the Agreement, and the work performed under the
Agreement, for press releases, case studies, data analysis, promotional
purposes, and other similar documents or statements to be publicly released, as
long as Honeywell submits any such document or statement to Customer for its
approval, which may not be unreasonably withheld.
4. INSURANCE OBLIGATIONS
4.1 Honeywell must, at its own expense, carry and maintain in force at
all times from the effective date of the Contract through final completion of
the work the following insurance. It is agreed, however, that Honeywell has
the right to insure or self-insure any of the insurance coverages listed below:
(a) Commercial General Liability Insurance to include contractual liability,
products/completed operations liability with a combined single limit of USD
$2,000,000 per occurrence. Such policy will be written on an occurrence form
basis;
(b) If automobiles are used in the execution of the Contract, Automobile
Liability Insurance with a minimum combined single limit of USD $2,000,000 per
occurrence. Coverage will include all owned, leased, non-owned and hired
vehicles.
(c) Where applicable, “All Risk” Property Insurance, including Builder’s Risk
insurance, for physical damage to property which is assumed in the Contract.
(d) Workers’ Compensation Insurance Coverage A - Statutory limits and Coverage
B-Employer’s Liability Insurance with limits of USD $1,000,000 for bodily injury
each accident or disease.
Honeywell will not issue coverage on a per project basis.
4.2 Prior to the commencement of the Contract, Honeywell will furnish
evidence of said insurance coverage in the form of a Memorandum of Insurance
which is accessible at:
http://places.honeywell.com/moi. All insurance required in this Article
will be written by companies with a rating of no less than “A-, XII” by A.M.
Best or equivalent rating agency. Honeywell will endeavor to provide a thirty
(30) day notice of cancellation or non-renewal to the Customer. In the event
that a self-insured program is implemented, Honeywell will provide adequate
proof of financial responsibility.
5. HAZARDOUS SUBSTANCES, MOLD AND UNSAFE WORKING CONDITIONS
5.1 Customer has not observed or received notice from any source
(formal or informal) of (a) Hazardous Substances or Mold, either airborne or on
or within the walls, floors, ceilings, heating, ventilation and air conditioning
systems, plumbing systems, structure, and other components of the Site, or
within furniture, fixtures, equipment, containers or pipelines in a Site; or (b)
conditions that, to Customer’s knowledge, might cause or promote accumulation,
concentration, growth or dispersion of Hazardous Substances or Mold on or within
such locations.
5.2 Honeywell is not responsible for determining whether the Covered
Equipment or the temperature, humidity and ventilation settings used by
Customer, are appropriate for Customer and the Site except as specifically
provided in an attached Work Scope Document.
5.3 If any such materials, situations or conditions, whether
disclosed or not, are in fact discovered by Honeywell or others and provide an
unsafe condition for the performance of the work or Services, the discovery of
the condition constitutes a cause beyond Honeywell’s reasonable control and
Honeywell may cease the work or Services until the area has been made safe by
Customer or Customer’s representative, at Customer’s expense. Honeywell may
terminate this Agreement if Customer has not fully remediated the unsafe
condition within sixty (60) days of discovery.
5.4 Customer represents that Customer has not retained Honeywell to
discover, inspect, investigate, identify, prevent or remediate Hazardous
Substances or Mold or conditions caused by Hazardous Substances or Mold.
5.5 TO THE FULLEST EXTENT ALLOWED BY LAW, CUSTOMER INDEMNIFIES AND HOLDS
HONEYWELL HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND COSTS OF WHATEVER
NATURE, INCLUDING BUT NOT LIMITED TO, CONSULTANTS’ AND ATTORNEYS’ FEES, DAMAGES
FOR BODILY INJURY AND PROPERTY DAMAGE, FINES, PENALTIES, CLEANUP COSTS AND COSTS
ASSOCIATED WITH DELAY OR WORK STOPPAGE, THAT IN ANY WAY RESULTS FROM OR ARISES
UNDER THE BREACH OF THE REPRESENTATIONS AND WARRANTIES IN THIS SECTION, THE
EXISTENCE OF MOLD OR A HAZARDOUS SUBSTANCE AT A SITE, OR THE OCCURRENCE OR
EXISTENCE OF THE SITUATIONS OR CONDITIONS DESCRIBED IN THIS SECTION, WHETHER OR
NOT CUSTOMER PROVIDES HONEYWELL ADVANCE NOTICE OF THE EXISTENCE OR OCCURRENCE
AND REGARDLESS OF WHEN THE HAZARDOUS SUBSTANCE OR OCCURRENCE IS DISCOVERED OR
OCCURS. THIS INDEMNIFICATION SURVIVES TERMINATION OF THIS AGREEMENT FOR
WHATEVER REASON.
6. WARRANTY AND LIMITATION OF LIABILITY
6.1 Honeywell will replace or repair any
product manufactured by Honeywell Vindicator Security Solutions under this
Agreement that fails within the warranty period of 3 years after delivery to
Customer because of defective workmanship or materials, except to the extent the
failure results from Customer negligence, or from fire, lightning, water damage,
or any other cause beyond the control of Honeywell. This warranty applies to
all products manufactured by Honeywell. Commercial warranties applicable to
products supplied by third-parties will be transferred to Customer. The
warranty is effective as of the date of Customer acceptance of the product or
the date Customer begins beneficial use of the product, whichever occurs first.
6.2 THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE, AND Honeywell
EXPRESSLY DISCLAIMS AND Customer EXPRESSLY WAIVES ALL OTHER WARRANTIES, WHETHER
WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY
WARRANTY OF WORKMANSHIP, CONSTRUCTION, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND MATERIALS
PROVIDED HEREUNDER. Honeywell IS NOT LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL
INJURY, LOSS OF INCOME, EMOTIONAL DISTRESS, DEATH, LOSS OF USE, LOSS OF VALUE,
ADVERSE HEALTH EFFECT OR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING FROM, OR RELATING TO,
THIS LIMITED WARRANTY OR ITS BREACH.
6.3 Honeywell makes no representation or warranty, express, implied
or otherwise, regarding Hazardous Substances or Mold. Honeywell has no duty,
obligation or liability, all of which Customer expressly waives, for any damage
or claim, whether known or unknown, including but not limited to property
damage, personal injury, loss of income, emotional distress, death, loss of use,
loss of value, adverse health effect or any special, consequential, punitive,
exemplary or other damages, regardless of whether such damages may be caused by
or otherwise associated with defects in the Services, in whole or in part due to
or arising from any investigation, testing, analysis, monitoring, cleaning,
removal, disposal, abatement, remediation, decontamination, repair, replacement,
relocation, loss of use of building, or equipment and systems, or personal
injury, death or disease in any way associated with Hazardous Substances or
Mold.
6.4 Items returned to Honeywell Vindicator Security Solutions for
warranty replacement, repair, or returns to stock require an “Return
Authorization” (RA) number. All goods must be shipped with all freight and other
costs prepaid. Vindicator Technologies will not accept return goods shipped
C.O.D., unless prearranged with Vindicator Technologies in writing. For issuance
of an RA number, contact Vindicator Technologies Customer Service at (512)
301-8400. Vindicator Technologies may repair or replace, at its sole and
exclusive option, such defective Products, except for shipping and insurance
charges which is borne by the customer.
7. INDEMNITY
Honeywell agrees to indemnify and hold Customer and its agents and employees
harmless from all claims for bodily injury and property damages to the extent
such claims result from or arise under Honeywell’s negligent actions or willful
misconduct in its performance of the Work required under this Agreement,
provided that such indemnity obligation is valid only to the extent (i) Customer
gives Honeywell immediate notice in writing of any such claims and permits
Honeywell, through counsel of its choice and Honeywell’s sole cost and expense,
to answer the claims and defend any related suit and (ii) Customer gives
Honeywell all needed information, assistance and authority, at Honeywell’s
expense, to enable Honeywell to defend such suit. Honeywell is not responsible
for any settlement without its written consent. Honeywell is not liable for loss
or damage caused by the negligence of Customer or any other party or such
party’s employees or agents. This obligation survives termination of this
Agreement. Notwithstanding the foregoing, Customer agrees that Honeywell will
not be responsible for any damages caused by Mold or any other fungus or
biological material or agent, including but not limited to property damage,
personal injury, loss of income, emotional distress, death, loss of use, loss of
value, adverse health effect or any special, consequential, punitive, exemplary
or other damages, regardless of whether such damages may be caused by or
otherwise associated with defects in the Services.
8. LIMITATION OF LIABILITY
8.1 IN NO EVENT IS Honeywell LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, SPECULATIVE, REMOTE, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES,
WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, MOLD, MOISTURE, INDOOR AIR QUALITY, OR
OTHERWISE, ARISING FROM, RELATING TO, OR CONNECTED WITH THE SERVICES, EQUIPMENT,
MATERIALS, OR ANY GOODS PROVIDED HEREUNDER.
8.2 DESPITE ANYTHING TO THE CONTRARY HEREIN, IF A PORTION OF THE
SERVICES INVOLVES THE INSTALLATION AND/OR MAINTENANCE OF SYSTEMS ASSOCIATED WITH
SECURITY AND/OR THE DETECTION OF AND/OR REDUCTION OF RISK OF LOSS ASSOCIATED
WITH FIRE, HONEYWELL’S TOTAL LIABILITY ARISING OUT OF OR AS A RESULT OF ITS
PERFORMANCE UNDER THIS AGREEMENT DOES NOT EXCEED THE AMOUNT OF THIS AGREEMENT.
9. EXCUSABLE DELAYS
Honeywell is not liable for damages caused by delay or interruption in
Services due to fire, flood, corrosive substances in the air, strike, lockout,
dispute with workmen, inability to obtain material or services, commotion, war,
acts of God, the presence of Hazardous Substances or Mold, or any other cause
beyond Honeywell’s reasonable control. Should any part of the system or any
Equipment be damaged by fire, water, lightning, acts of God, the presence of
Hazardous Substances or Mold, third parties, or any other cause beyond the
control of Honeywell, any repairs or replacement must be paid for by Customer.
In the event of any such delay, date of shipment or performance must be extended
by a period equal to the time lost by reason of such delay, and Honeywell is
entitled to recover from Customer its reasonable costs, overhead, and profit
arising from such delay.
10. Patent Indemnity
10.1 Honeywell shall, at its expense, defend or, at its option,
settle any suit that may be instituted against Customer for alleged infringement
of any United States patents related to the hardware or software manufactured
and provided by Honeywell under this Agreement (“the equipment”), provided that
a) such alleged infringement consists only in the use of such equipment by
itself and not as part of, or in combination with, any other devices, parts or
software not provided by Honeywell hereunder, b) Customer gives Honeywell
immediate notice in writing of any such suit and permits Honeywell, through
counsel of its choice, to answer the charge of infringement and defend such
suit, and c) Customer gives Honeywell all needed information, assistance and
authority, at Honeywell’s expense, to enable Honeywell to defend such suit.
10.2 If such a suit has occurred, or in Honeywell’s opinion is
likely to occur, Honeywell may, at its election and expense: a) obtain for
Customer the right to continue using such equipment; b) replace, correct or
modify it so that it is not infringing; or if neither a) or b) is feasible, then
c) remove such equipment and grant Customer a credit therefore, as depreciated.
10.3 In the case of a final award of damages in any such suit,
Honeywell will pay such award. Honeywell is not, however, responsible for any
settlement made without its written consent.
10.4 THIS ARTICLE STATES HONEYWELL’S TOTAL LIABILITY AND CUSTOMER’S SOLE
REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT BY THE HARDWARE
MANUFACTURED AND PROVIDED BY HONEYWELL HEREUNDER.
11. SOFTWARE LICENSE
All software provided in connection with this Agreement is licensed and not
sold. The end user of the software will be required to sign a license agreement
with provisions limiting use of the software to the equipment provided under
these specifications, limiting copying, preserving confidentiality, and
prohibiting transfer to a third party. Licenses of this type are standard for
computer-based equipment of the type covered by this Agreement. Customer is
expected to grant Honeywell access to the end user for purposes of obtaining the
necessary software license.
12. DISPUTE RESOLUTION
With the exception of any controversy or claim arising out of or related to
the installation, monitoring, and/or maintenance of fire and/or security
systems, the Parties agree that any controversy or claim between Honeywell and
Customer arising out of or relating to this Agreement, or the breach thereof,
must be settled by arbitration in a neutral venue, conducted in accordance with
the Construction Industry Arbitration Rules of the American Arbitration
Association. Any award rendered by the arbitrator is final, and judgment may be
entered upon it in accordance with applicable law in any court having
jurisdiction thereof. Any controversy or claim arising out of or related to the
installation, monitoring, and/or maintenance of systems associated with security
and/or the detection of, and/or reduction of risk of loss associated with fire
must be resolved in a court of competent jurisdiction.
13. ACCEPTANCE OF THE CONTRACT
This proposal and the pages attached becomes an Agreement upon signature
above by Honeywell and Customer. The terms and conditions are expressly limited
to the provisions hereof, including Honeywell’s General Terms and Conditions
attached hereto, notwithstanding receipt of, or acknowledgment by, Honeywell of
any purchase order, specification, or other document issued by Customer. Any
additional or different terms set forth or referenced in Customer’s purchase
order are hereby objected to by Honeywell and are deemed a material alteration
of these terms and are not be a part of any resulting order.
14.
Miscellaneous
14.1 This Agreement represents the entire Agreement between Customer
and Honeywell for the Work described herein and supersedes all prior
negotiations, representations or Agreements between the Parties related to the
work described herein.
14.2 None of the provisions of this Agreement may be modified,
altered, changed or voided by any subsequent Purchase Order or other document
unilaterally issued by Customer that relates to the subject matter of this
Agreement. This Agreement may be amended only by written instrument signed by
both Parties.
14.3 This Agreement is governed by the law of the State where the
work is to be performed. If the work is to be performed outside of the United
States of America, this Agreement is governed by the laws of the State of New
York.
14.4 Any provision or part of this Agreement held to be void or
unenforceable under any laws or regulations is deemed stricken, and all
remaining provisions continue to be valid and binding upon Honeywell and
Customer, who agree that this Agreement must be reformed to replace such
stricken provision or part thereof with a valid and enforceable provision that
comes as close as possible to expressing the intention of the stricken
provision.
14.5 Customer may not assign its rights or delegate its obligations
under this Agreement, in whole or in part, without the prior written consent of
Honeywell. Honeywell may assign its right to receive payment to a third party.
14.6 Customer warrants that none of the
equipment sold to Customer will be resold, transferred, exported, or used in any
way by Customer or third party end users in violation of any laws, regulations,
transaction or export controls, or economic sanctions imposed by the United
States Government with regard to any other state, government or political
entity.
15. TERMS OF PAYMENT
Subject to Honeywell’s approval of Customer’s credit, payment terms are as
follows:
Progress Payments - Honeywell will invoice at least monthly for all
materials delivered to the job site or to an off-site storage facility and for
all installation, labor, and services performed, both on and off the job site.
Customer agrees to pay the full amounts invoiced, less retainage, upon receipt
of the invoice at the address specified by the Customer. Invoices not paid
within thirty (30) days of the invoice date are past due and accrue interest
from the invoice date to the date of payment at the rate of one percent (1%) per
month, compounded monthly, or the highest legal rate then allowed.
Retainage - Customer may not withhold, as retainage, a greater percentage
than is withheld from Customer under a prime contract, if applicable. Customer
must pay all retainage to Honeywell within 30 days after Honeywell’s work is
substantially complete.
Suspension of work - If Honeywell, having performed work per Agreement
requirements, does not receive payment within thirty (30) days after submission
of a Honeywell invoice, Honeywell may suspend work until Customer provides
remedy.
16. WORK BY OTHERS
16.1 Unless otherwise indicated, the following items are to be
furnished and installed by others: electric wiring and accessories, all in-line
devices, equipment foundations, riggings, and all other items and work of like
nature.3
16.2 Services Honeywell will provide under this Agreement
specifically exclude professional services which constitute the practice of
architecture or engineering unless specifically set forth in the Scope of Work.
Customer or Owner will specify all performance and design criteria that
Honeywell will follow in performing Work under this Agreement. If professional
design services or certifications by a design professional related to systems,
materials, or equipment is required, such services and certifications are the
responsibility of others. To the fullest extent permitted by law, Customer
indemnifies and holds harmless Honeywell and its agents and employees from and
against any and all claims, damages, losses and expenses, including but not
limited to attorneys’ fees, that in any way result from or arise under breach of
the representations in this Section 16. This indemnification survives
termination of this Agreement for whatever reason. Nothing in this Section 16
may be construed to require that Customer indemnify and hold harmless Honeywell
from claims and costs resulting from Honeywell’s negligent actions or willful
misconduct.
17. DELIVERY
Delivery of equipment not agreed on the face hereof to be installed by or
with the assistance of Honeywell is F.O.B. at Honeywell’s factory, warehouse, or
office selected by Honeywell. Delivery of equipment agreed on the face hereof
to be installed by or with the assistance of Honeywell is C.I.F. at site of
installation.
18. DAMAGE OR LOSS
Honeywell is not liable for damage to or loss of equipment and software after
delivery to destination determined by this Agreement or any applicable prime
contract. If thereafter, and prior to payment in full to Honeywell by Customer,
any such equipment or software is damaged or destroyed by any cause whatsoever,
other than by the fault of Honeywell, the Customer agrees promptly to pay or
reimburse Honeywell for such loss.
19. TERMINATION
19.1 By Customer. Customer may terminate this Agreement for cause
if Honeywell defaults in the performance of any material term of this Agreement,
or fails or neglects to carry forward the Work in accordance with this
Agreement, after giving Honeywell written notice of its intent to terminate. If
Honeywell has not, within seven (7) business days after receipt of such notice,
acted to remedy and make good such deficiencies, Customer may terminate this
Agreement and take possession of the site together with all materials thereon,
and move to complete the Work itself expediently. Upon request of Honeywell,
Customer will furnish to Honeywell a detailed accounting of the costs incurred
by Customer in finishing the Work. If the unpaid balance of the contract price
exceeds the expense of finishing the Work, the excess must be paid to Honeywell,
but if the expense exceeds the unpaid balance, Honeywell must pay the difference
to Customer.
19.2 By Honeywell. Honeywell may terminate this Agreement for cause
(including, but not limited to, Customer’s failure to make payments as agreed
herein) after giving Customer written notice of its intent to terminate. If,
within seven (7) days following receipt of such notice, Customer fails to make
the payments then due, or otherwise fails to cure or perform its obligations,
Honeywell may, by written notice to Customer, terminate this Agreement and
recover from Customer payment for Work executed and for losses sustained for
materials, tools, construction equipment and machinery, including but not
limited to, reasonable overhead, profit and applicable damages.
20. changes in the work
20.1 A Change Order is a written order signed by Customer and
Honeywell authorizing a change in the Work or adjustment in the price or a
change to the schedule.
20.2 Customer may request Honeywell to submit proposals for changes
in the Work, subject to acceptance by Honeywell. If Customer chooses to
proceed, such changes in the Work will be authorized by a Change Order. Unless
otherwise specifically agreed to in writing by both parties, if Honeywell
submits a proposal pursuant to such request but Customer chooses not to proceed,
Customer must issue a Change Order to reimburse Honeywell for any and all costs
incurred in preparing the proposal.
20.3 Honeywell may make a written request to Customer to modify this
Agreement based on the receipt of, or the discovery of, information that that
Honeywell believes will cause a change to the scope, price, schedule, level of
performance, or other facet of the Agreement. Honeywell will submit its request
to Customer within a reasonable time after receipt of, or the discovery of,
information that Honeywell believes will cause a change to the scope, price,
schedule, level of performance, or other facet of the Agreement. This request
must be submitted by Honeywell before proceeding to execute the Work, except in
an emergency endangering life or property, in which case Honeywell may act, in
its discretion, to prevent threatened damage, injury or loss. Honeywell’s
request will include information necessary to substantiate the effect of the
change and any impacts to the Work, including any change in schedule or contract
price. If Honeywell’s request is acceptable to Customer, Customer will issue a
Change Order consistent therewith. If Customer and Honeywell cannot agree on
the amount of the adjustment in the Price, or the Schedule, it must be
determined pursuant to the Dispute Resolution article of this Agreement. Any
change in the Price or the Schedule resulting from such claim must be authorized
by Change Order.
21. ACCEPTANCE OF THE WORK
Upon receipt of notice by Honeywell that the Work is ready for final
inspection and acceptance, Customer will make such final inspection and issue
acceptance within three (3) business days. Acceptance will be in a form
provided by Honeywell, stating that to the best of Customer’s knowledge,
information and belief, and on the basis of Customer’s on-site visits and
inspections, the Work has been fully completed in accordance with the terms and
conditions of this Agreement. If Customer finds the Work unacceptable due to
non-compliance with a material element of this Agreement, which non-compliance
is due solely to the fault of Honeywell, Customer will notify Honeywell in
writing within the three (3) business days setting forth the specific reasons
for non-acceptance. Customer agrees that failure to inspect and/or failure to
issue proper notice of non-acceptance within three (3) business days constitutes
final acceptance of the Work under this Agreement. Customer further agrees that
partial or beneficial use of the Work by Customer or Owner prior to final
inspection and acceptance will constitute acceptance of the Work under this
Agreement. To the fullest extent permitted by law, Customer indemnifies and
holds harmless Honeywell and its agents and employees from and against any and
all claims, damages, losses and expenses, including but not limited to
attorneys’ fees, that in any way result from or arise under breach of the
representations in this Section 21. This indemnification survives termination
of this Agreement for whatever reason. Nothing in this Section 21 may be
construed to require that Customer indemnify and hold harmless Honeywell from
claims and costs resulting from Honeywell’s negligent actions or willful
misconduct.
22. DEFINITIONS
22.1 “Hazardous substance” includes all of the following, and any
by-product of or from any of the following, whether naturally occurring or
manufactured, in quantities, conditions or concentrations that have, are alleged
to have, or are believed to have an adverse effect on human health, habitability
of a Site, or the environment: (a) any dangerous, hazardous or toxic pollutant,
contaminant, chemical, material or substance defined as hazardous or toxic or as
a pollutant or contaminant under state or federal law, and (b) any petroleum
product, nuclear fuel or material, carcinogen, asbestos, urea formaldehyde,
foamed-in-place insulation, polychlorinated biphenyl (PCBs), and (c) any other
chemical or biological material or organism, that has, is alleged to have, or is
believed to have an adverse effect on human health, habitability of a Site, or
the environment.
22.2 “Mold” means any type or form of fungus or biological material
or agent, including mold, mildew, moisture, yeast and mushrooms, and any
mycotoxins, spores, scents, or by-products produced or released by any of the
foregoing. This includes any related or any such conditions caused by third
parties.
22.3 “Covered Equipment” means the equipment covered by the
Services to be performed by Honeywell under this Agreement, and is limited to
the equipment included in the respective work scope attachments.
23. GOVERNMENT ORDERS
If this is a US Government order, the following
additional terms and conditions apply:
FAR 52.212-4, “Contract Terms and Conditions—Commercial Items” tailored in
accordance with FAR 12.302 as follows: Paragraphs (e), (f), (h), and (j) through
(p) are deleted in their entirety with the applicable terms and conditions
contained elsewhere in these Vindicator Technologies Terms and Conditions being
applying in lieu thereof.
FAR 52.214-5, “Contract Terms and Conditions Required to Implement Statutes or
Executive Orders-Commercial Items.” Paragraphs (a), (d), (e) and the following
clauses identified in paragraph (b) apply and all others do not apply unless
noted:
The following clauses apply to Orders Exceeding
the small purchase limitation as set forth in FAR Part 13 at the time the Order
is placed
FAR 52.203-6, “Restriction on Subcontractor
Sales to the Government”
FAR 52.203-10, “Price or Fee Adjustment for Illegal or Improper Activity”
FAR 52.219-8, “Utilization of Small Business Concerns and Small Disadvantaged
Business Concerns”
FAR 52.222-26, “Equal Opportunity”
FAR 52.222-36, “Affirmative Action for Handicapped Workers”
The following clauses apply to Orders Exceeding
$10,000:
FAR 52.222-35, “Affirmative Action for Special
Disabled and Vietnam era Veterans”
FAR 52.222-37, “Employment Reports on Special Disabled Veterans and Veterans of
the Vietnam Era”
FAR 52.247-64, “Preference for Privately Owned U.S. Flag Commercial Vessels”
The following clause applies to Orders Exceeding
$500,000 which offer subcontracting opportunities:
FAR 52.219-9, “Small, Small Disadvantaged and
Women-Owned Small Business Subcontracting Plan” |
