Standard Terms and Conditions

1. WORKING HOURS

1.1 Unless otherwise stated, all labor and services under this Agreement will be performed during the normal working hours Monday through Friday, excluding other official holidays. If for any reason CUSTOMER requests HONEYWELL to furnish any such labor or services outside of the normal working hours Monday through Friday (or on other official holidays), any overtime or other additional expense occasioned thereby, such as repairs or material costs not included in this Agreement, shall be billed to and paid by CUSTOMER.

2. TAXES

2.1 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 shall 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 shall remain the property of HONEYWELL, and CUSTOMER shall not divulge such information to any third party without prior written consent of HONEYWELL. As used herein, the term "proprietary information" shall mean 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 shall incur 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 shall not be unreasonably withheld.

4. INSURANCE OBLIGATIONS

4.1 HONEYWELL shall maintain Commercial General and Automobile Liability Insurance applicable to the Services for not less than the following limits of liability:

Third Party Liability

Combined Single Limit $1,000,000 Each Occurrence

$5,000,000 Product & Completed Operations Aggregate

Workers’ Compensation Statutory

4.2 CUSTOMER shall be responsible for maintaining its own liability and property insurance.

5. HAZARDOUS SUBSTANCES, MOLD AND UNSAFE WORKING CONDITIONS

5.1 “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, (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.

5.2 “Mold” means any type or form of fungus or biological material or agent, including mold, mildew, yeast and mushrooms, and any mycotoxins, spores, scents, or by-products produced or released by any of the foregoing.

5.3 “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.

5.4 Suspensions and Termination on Discovery of Hazardous Substances or Mold. HONEYWELL shall have the right to suspend performance of its Services under this Agreement if HONEYWELL discovers or otherwise becomes aware of Hazardous Substances or Mold, or conditions HONEYWELL reasonably believes may cause Hazardous Substances or Mold to be released, accumulated, concentrated or dispersed at a Site, under circumstances that HONEYWELL reasonably believes may be hazardous, violate applicable laws, or give rise to claims of any kind against CUSTOMER or HONEYWELL (“Adverse Circumstances”). If HONEYWELL suspends performance under this Section 5.4, HONEYWELL shall not be obligated to continue its Services until CUSTOMER provides evidence that Hazardous Substances or Mold do not exist at the Site under Adverse Circumstances. HONEYWELL shall have the right to terminate this Agreement with respect to any Site immediately upon determination that Hazardous Substances or Mold are present at the Site under Adverse Circumstances that CUSTOMER cannot or will not remove or otherwise remediate within sixty (60) days after discovery. The right to suspend or terminate performance under this Section 5.4 is solely for the benefit of HONEYWELL. Nothing in this Section 5.4 shall be construed to require HONEYWELL to discover or report Hazardous Substances, Mold or Adverse Circumstances. Failure of HONEYWELL to discover, report, or suspend or terminate upon discovery of Hazardous Substances, Mold or Adverse Circumstances, shall not relieve CUSTOMER of its indemnification obligations under Section 5.10 of this Agreement.

5.5 Except as discussed below, CUSTOMER represents and warrants that at the sites where HONEYWELL will undertake work or provide Services, there are no Hazardous Substances, except those generated, labeled, stored, used, and disposed in strict accordance with applicable law;

5.6 CUSTOMER has not observed or received notice from any source (including without limitation formal or informal complaints of employees or visitors) 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;

5.7 In areas in which HONEYWELL will be performing its Services, there are no conditions or circumstances subject to special precautions or equipment required by federal, state or local health or safety regulations or unsafe working conditions.

Exceptions to Representations and Warranties in 5.5, 5.6, and 5.7:

CUSTOMER shall notify HONEYWELL of any changes in conditions or regulations that occur during the course of this Agreement that affect the foregoing representations and warranties, including without limitation discovery of Hazardous Substances or Mold at a Site.

5.8 CUSTOMER acknowledges that CUSTOMER has not retained HONEYWELL to discover, inspect, investigate, identify, prevent or remediate Hazardous Substances or Mold, conditions caused by Hazardous Substances or Mold, or conditions that might cause or promote accumulation, concentration, growth or dispersion of Hazardous Substances or Mold. CUSTOMER agrees that HONEYWELL shall not be responsible for any such discovery, inspection, investigation, identification, prevention or remediation, or for any damages arising from or related to the existence of Hazardous Substances or Mold at a Site.

5.9 CUSTOMER acknowledges that the operation of the Covered Equipment may control or affect temperature, humidity, and ventilation at the Site, which may adversely affect accumulation, concentration, growth or dispersion of Hazardous Substances or Mold, whether or not there are defects in the Covered Equipment or the Services. CUSTOMER agrees that HONEYWELL is responsible for maintaining the Covered Equipment in a good working order in accordance with manufacturer’s specifications and recommendations, but 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. HONEYWELL shall not be responsible for any adverse affects of temperature, humidity and ventilation conditions created by the Covered Equipment.

5.10 To the fullest extent allowed by law, CUSTOMER shall indemnify and hold 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 5, 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 5, 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 shall survive termination of this agreement for whatever reason. Nothing in this section 5.10 shall be construed to require that CUSTOMER indemnify and hold harmless HONEYWELL from claims and costs resulting from the negligent use by HONEYWELL of any hazardous substance brought to the site by HONEYWELL (and CUSTOMER acknowledges that HONEYWELL may bring to the site lubricants or other materials that are routinely used in performing maintenance and that may be classified as hazardous).

5.11 CUSTOMER shall be responsible for the containment of any and all refrigerant stored on or about the premises. CUSTOMER accepts all responsibility for and agrees to indemnify HONEYWELL against any and all claims, damages, or causes of action that arise out of the storage, consumption, loss and/or disposal of refrigerant, except to the extent HONEYWELL has brought refrigerant onsite and is directly and solely negligent for its mishandling.

6. WARRANTY AND LIMITATION OF LIABILITY

6.1 HONEYWELL will replace or repair any product HONEYWELL provides under this Agreement that fails within the warranty period (one) 1 year because of defective workmanship or materials, except to the extent the failure results from CUSTOMER negligence or from willful misconduct, or from fire, lightning, water damage, or any other cause beyond the control of HONEYWELL. This warranty applies to all products HONEYWELL provides under this Agreement, whether or not manufactured by HONEYWELL. The warranty is effective as of the date of CUSTOMER acceptance of the product or the date CUSTOMER begins beneficial use of the product.

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 shall not be 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 shall have 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.

7. INDEMNITY

7.1 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 shall not be responsible for any settlement without its written consent. HONEYWELL shall not be liable for loss or damage caused by the negligence or the willful act of CUSTOMER or any other party or such party’s employees or agents. This obligation shall survive 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 shall HONEYWELL be 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, or otherwise, arising from, relating to, or connected with the services, equipment, materials, or any goods provided hereunder.

8.2 Notwithstanding anything to the contrary herein HONEYWELL’s total liability arising out of or as a result of its performance under this agreement shall not exceed the amount of this agreement.

9. EXCUSABLE DELAYS

9.1 HONEYWELL shall not be 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 (whether declared or not), acts of God, the presence of Hazardous Substances or Mold, government embargoes, blockades, seizure or freeze of assets, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any government that would limit the ability for contract performance, severe weather conditions, quarantines, insurrection, civil disobedience, armed conflict, terrorism or war, (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), 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 shall be paid for by CUSTOMER. In the event of any such delay, date of shipment or performance shall be extended by a period equal to the time lost by reason of such delay, and HONEYWELL shall be entitled to recover from CUSTOMER its reasonable costs, overhead, and profit arising from such delay. If any such delay continues for longer than 90 days, either party may terminate this Agreement and CUSTOMER will pay HONEYWELL for Work performed prior to termination and reimburse all reasonable expenses incurred by HONEYWELL as a result of such termination.

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 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 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 shall not, however, be 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

11.1 All software provided in connection with this Agreement shall be 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 shall be expected to grant HONEYWELL access to the end user for purposes of obtaining the necessary software license.

12. GOVERNING LAW AND JURISDICTION

12.1 This Agreement shall be governed by and construed under the laws of the Turkish Republic, without regard to any conflicts of law provisions and shall benefit and be binding upon the parties hereto and their respective successors and assigns. These courts shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.

13. ACCEPTANCE

13.1 This proposal and the pages attached shall become an Agreement only upon signature below by HONEYWELL and CUSTOMER. None of the provisions of this Agreement shall 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. 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 Any provision or part of this Agreement held to be void or unenforceable under any laws or regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon HONEYWELL and CUSTOMER, who agree that this Agreement shall 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.

14.3 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, without the consent of CUSTOMER.

Services Agreement Special Terms and Conditions

15. COVERAGE

15.1CUSTOMER agrees to provide access to all Equipment covered by this Agreement. HONEYWELL will be free to start and stop all primary equipment incidental to the operation of the mechanical, control, automation, and life safety system(s) as arranged with CUSTOMER’S representative.

15.2 It is understood that the repair, replacement, and emergency service provisions apply only to the Equipment included in the attached List of Covered Equipment. Repair or replacement of non-maintainable parts of the system such as, but not limited to, ductwork, piping, unit cabinets, insulating material, electrical wiring, hydronic and pneumatic piping, structural supports and other non-moving parts, is not included under this Agreement. Costs to repair or replace such non-maintainable parts will be the sole responsibility of CUSTOMER.

15.3 HONEYWELL will not reload software, nor make repairs or replacements necessitated by reason of negligence or misuse of the Equipment by persons other than HONEYWELL or its employees, or caused by lightning, electrical storm, or other violent weather or by any other cause beyond HONEYWELL’S control. HONEYWELL will provide such services at CUSTOMER’S request and at an additional charge. CUSTOMER shall be entitled to receive HONEYWELL’S then current preferred-CUSTOMER labor rates for such services.

15.4 HONEYWELL may install diagnostic devices and/or software at HONEYWELL’S expense to enhance system operation and support. Upon termination of this Agreement, HONEYWELL may remove these devices and return the system to its original operation. CUSTOMER agrees to provide, at its sole expense, connection to the switched telephone network for the diagnostic devices and/or software.

15.5 HONEYWELL will review the Services delivered under this Agreement on an annual basis, unless otherwise noted.

15.6 This Agreement assumes that the systems and/or Equipment included in the attached List of Covered Equipment are in maintainable condition. If repairs are necessary upon initial inspection or initial seasonal start-up, repair charges will be submitted for approval. Should these charges be declined, those non-maintainable items will be eliminated from coverage under this Agreement and the price adjusted accordingly.

15.7 In the event that the system or any equipment component thereof is altered, modified, changed or moved, this Agreement may be immediately adjusted or terminated, at HONEYWELL’S sole option. HONEYWELL shall not be responsible for any damages resulting from such alterations, modifications, changes or movement

15.8 HONEYWELL shall not be responsible to maintain a supply of, furnish and/or replace lost or needed chlorofluorocarbon (CFC) based refrigerants not otherwise required under this Agreement. CUSTOMER shall be solely responsible for the cost of material and labor of any such refrigerant not otherwise provided for under this Agreement at current market rates.

15.9 Maintenance, repairs, and replacement of Equipment parts and components are limited to restoring to proper working condition. HONEYWELL shall not be obligated to provide replacement software, equipment, components and/or parts that represent a significant betterment or capital improvement to CUSTOMER’S system(s) hereunder.

15.10 Unless otherwise specified, CUSTOMER retains all responsibility for maintaining LANs, WANs, leased lines and/or other communication mediums incidental or essential to the operation of the system(s) or Equipment found included in the attached List of Covered Equipment.

15.11 CUSTOMER will promptly notify HONEYWELL of any malfunction in the system(s) or Equipment covered under this Agreement that comes to CUSTOMER’S attention.

16. TERMs of PAYMENT

16.1 CUSTOMER shall pay or cause to be paid to HONEYWELL the full price for the Services as specified in this Agreement. HONEYWELL shall submit invoices to CUSTOMER in advance for Services to be performed during the subsequent billing period, and payment shall be due within fifteen (15) days after CUSTOMER’S receipt of each such invoice. Payments for Services past due more than five (5) days shall accrue interest from the due date to the date of payment at the rate of two percent (6%) per month, compounded monthly, or the highest legal rate then allowed. CUSTOMER shall pay all attorney and/or collection fees incurred by HONEYWELL in collecting any past due amounts.

CUSTOMER authorizes HONEYWELL to instruct CUSTOMER’S bank to make scheduled payments for Services as identified in Paragraph 3.1 above. CUSTOMER understands that it has the right to receive notice if the scheduled payment amount changes. Such notice will be given at least 10 days in advance of the payment date.

16.2 Price Adjustment. HONEYWELL may annually adjust the amounts charged for the Services provided.

17. TERM AND TERMINATION

17.1 Term: The initial term of this Agreement will begin on the Effective Date and continue for the period indicated in this Agreement. Thereafter, the term will automatically be renewed for consecutive terms of one year unless terminated by either party by the delivery of written notice to the other at least sixty (60) days prior to the end of such term, or unless terminated as provided herein.

17.2 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 Services in accordance with this Agreement, after giving HONEYWELL written notice of its intent to terminate. If, within thirty (30) days following receipt of such notice, HONEYWELL fails to cure or perform its obligations, CUSTOMER may, by written notice to HONEYWELL, terminate this Agreement.

17.3 HONEYWELL may terminate this Agreement for cause (including, but not limited to, CUSTOMER’S failure to make payments as agreed herein) after giving CUSTOMER a written notice. If, within thirty (30) 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 Services performed and for losses sustained for materials, tools, construction equipment and machinery, including but not limited to, reasonable overhead, profit and applicable damages.

17.4 Cancellation - This Agreement may be canceled at HONEYWELL’S sole discretion in the event HONEYWELL equipment on CUSTOMER’S premises is destroyed or substantially damaged. Likewise, this schedule may be canceled at CUSTOMER’S option in the event CUSTOMER’S premises are completely destroyed. In the event of such cancellation, neither party shall be liable for damages or subject to any penalty, except that CUSTOMER will remain liable for Services rendered to the date of cancellation.

18. DEFINITIONs

18.1 “Equipment” means the equipment covered by the Services to be performed by HONEYWELL under this Agreement, and is identified in the respective work scope attachments under the “List of Covered Equipment”.

18.2 “Services” means those services and obligations to be undertaken by HONEYWELL in support of CUSTOMER pursuant to this Agreement, as more fully detailed in the attached work scope document(s), which are incorporated herein.