Terms and Conditions

These Terms and Conditions govern the purchase of Products by Buyer from Tennant Sales and Service Company, a Minnesota corporation ("Tennant"). Terms of sale for Tennant's service offerings are available from Tennant upon request.

1. Inconsistent Terms. These Terms and Conditions supersede inconsistent terms and conditions in documentation submitted by Buyer to Tennant. TENNANT EXPRESSLY CONDITIONS ITS OBLIGATION TO PERFORM ON BUYER'S ACCEPTANCE OF THESE TERMS AND CONDITIONS.
2. Price. Unless otherwise stated in Tennant's written quotation, prices are firm for 30 days from the date of Tennant's written quotation and do not include shipping charges (excep​t as noted in section 7), federal, state or local sales, duties, use or excise taxes.
3. Changes and Corrections. Tennant may change the terms, conditions or pricing until it issues an order acknowledgement, except as noted in Section 2. Clerical errors are subject to correction at any time.
4. Payment. Payments are due NET 30. Credit terms may be withdrawn or changed at any time. Fabrication and delivery may be delayed if an account is delinquent. Buyer will pay all costs of collection including reasonable attorneys' fees and costs. Buyer has no rights of set-off.
5. Order Modification. If Buyer requests to modify its purchase order after Tennant has sent Buyer an Order Acknowledgement form, Buyer shall compensate Tennant for its reasonable expenditures made in reliance on the purchase order prior to its receipt of the modification request, including, without limitation, expenditures to design, procure or manufacture non-standard components or configurations for machines, accessories, parts or consumables (collectively, "Products"). Tennant shall use commercially reasonable efforts to mitigate such expenditures after its receipt of the modification request.
6. Security Interest. Buyer agrees to sign or authenticate, when requested by Tennant, such documents as are necessary for Tennant to acquire and perfect a security interest in Products sold hereunder to Buyer, together with all proceeds thereof, to secure Buyer's performance and payment of all amounts due on this sale. Buyer authorizes Tennant to file a financing statement. Tennant shall release its security interest upon receipt of full performance and payment.
7. Shipping and Performance. For machines and accessories, shipping terms are FOB Shipping Point, freight prepaid and added. For parts and consumables, shipping terms are FOB Shipping Point, freight prepaid. Tennant shall select the carrier. Tennant may make partial shipments. Performance and shipping dates referenced by Tennant are approximate dates only. Tennant shall not be liable for damages or penalty for carrier's delay in delivery or for failure to give notice of any delay, and the carrier shall not be deemed to be an agent of Tennant. Buyer must inspect and report all claims for shortages or incorrect charges within 10 days after Buyer's receipt of that particular shipment. Requests for proof of delivery must be received in writing within 30 days after receipt of the invoice for the Products.
8. Title. Title to Products will transfer to Buyer at the time of delivery to the carrier.
9. Product Returns. All Product returns must comply with Tennant's Return Materials Policy and be accompanied by Tennant's Return Material Authorization, available from Tennant upon request.
10. Limited Product Warranty. Tennant Company's standard manufacturer's limited warranty for the applicable Product, available from Tennant upon request, is the sole and exclusive obligation to the Buyer for any Product sold under these Terms and Conditions.
11. Limitation of Liability. THE ABOVE-REFERENCED LIMITED PRODUCT WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER REMEDIES. THESE ARE THE ONLY REMEDIES OF BUYER FOR ANY BREACH OF WARRANTY OR ANY OTHER CLAIM. TENNANT'S TOTAL LIABILITY ARISING OUT OF THE SUPPLYING OR USE OF PRODUCTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE SHALL NOT IN ANY CASE EXCEED THE COST OF THE GOODS SOLD FOR WHICH ANY CLAIM IS MADE. IN NO CASE SHALL TENNANT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
    BUYER AGREES TO INDEMNIFY AND HOLD TENNANT HARMLESS FROM ALL CLAIMS, DEMANDS, AND COSTS, INCLUDING REASONABLE ATTORNEY FEES, MADE BY THIRD PARTIES AGAINST TENNANT RELATING TO BUYER'S USE OR INSTALLATION OF THE PRODUCTS, AND TO PAY ANY COSTS AND EXPENSES INCURRED BY TENNANT TO ENFORCE BUYER'S OBLIGATIONS.
12. Indemnification. Tennant shall indemnify, defend and hold Buyer harmless from and against any claim, demand, cause of action or liability for direct damage arising from Tennant's negligence or intentional misconduct in connection with its provision of Products to Buyer, subject to the limitations noted above.
13. Insurance. Tennant shall maintain Worker's Compensation, Employer's Liability, Auto Liability and General Liability and Casualty insurance coverage, as well as other coverage of a nature in accordance with, and in amounts commensurate with, standard industry practice. All policies are written by carriers with A.M. Best ratings of A- or higher.
14. Product Alterations. Tennant, if it deems necessary, may alter any Product's specifications, design, drawings, manufacturing process, components, materials, location of manufacture or delivery in any way, at any time, without any notice to or approval from Buyer.
15. Telemetry. Buyer acknowledges and agrees that Tennant may equip its Products with telemetry devices for the purpose of recording and transmitting to Tennant information intended to improve Product serviceability.
16. Use of Orbio® Cleaning Solution Generators. Unless expressly authorized by Tennant, Buyer shall use Orbio Cleaning Solution Generators to generate cleaning solutions only for its own internal use and not resell the solutions to third parties. Buyer is responsible for ensuring that all cleaning solutions are labeled and used in accordance with applicable health and safety regulations.
17. Rights in Intellectual Property. All intellectual property rights in goods and services provided by Tennant are vested solely and exclusively in Tennant Company. No intellectual property rights in goods or services are assigned, licensed or transferred hereunder.
18. Force Majeure. Tennant is not liable for any delay or failure to perform where, in Tennant's sole judgment, such timely performance is commercially impracticable, or where such delay or failure to perform is caused by conditions beyond Tennant's control, including, without limitation, acts of God, acts of governmental authorities, changes in applicable law, fire, flood, labor dispute, shortage, insurrection, war, or terrorism.
19. Choice of Law; Disputes. The validity, performance, construction and effect of this Agreement shall be governed by and construed under the laws of the State of Minnesota and the United States of America, without giving effect to the principles of conflict of laws. This Agreement expressly excludes the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Tennant and Buyer agree to make a good faith attempt to settle any dispute arising under this Agreement. To the extent they are unable to resolve a dispute informally, the parties agree to make a good faith attempt to resolve the dispute by mediation in Minneapolis, Minnesota. If such mediation fails to resolve the dispute, the parties agree to arbitrate in Minneapolis, Minnesota pursuant to the Optional Expedited Arbitration Procedures of JAMS.
20. Severability. If any provision of this agreement is held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired.
21. Legal Compliance. Tennant and Buyer shall comply with all applicable federal, state and local laws, including, without limitation, the United States Foreign Corrupt Practices Act and Executive Orders 11246 and 13201.
22. Ethics Compliance. Tennant strives to conduct business in accordance with the principles in our Business Ethics Guide, available at www.tennantco.com. If you believe that Tennant has not lived up to these principles, you can anonymously report your concerns by using a toll-free hotline: 1-877-774-6504.
23. Assignment. This Agreement is not assignable without the prior written consent of Tennant. Assignment without such consent is void.
24. No Waiver. Either party's failure to enforce any term or condition in this agreement shall not be construed as a waiver of any right available to either party hereunder.
25. Contacts. For all inquiries, call Tennant Customer Service at 800-553-8033, or write to the following address:

These Terms and Conditions govern the purchase of Products by Buyer from Tennant Sales & Service Canada ULC, a British Columbia corporation (“Tennant”). Terms of sale for Tennant’s service offerings are available from Tennant upon request.

1. Inconsistent Terms. These Terms and Conditions accurately state the entire Agreement between Buyer and Tennant and supersede inconsistent terms and conditions in documentation submitted by Buyer to Tennant. TENNANT EXPRESSLY CONDITIONS ITS OBLIGATION TO PERFORM ON BUYER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS.
2. Price. Unless otherwise stated in Tennant's written quotation, prices are firm for 30 days from the date of Tennant's written quotation and do not include shipping charges (except as noted in section 7 below), applicable taxes (including import taxes, excise taxes and sales taxes) and are subject to any additional charges which may be necessary to cover any duties, expenses, charges or any tariffs imposed by government regulation.
3. Changes and Corrections. Tennant may change the terms, conditions or pricing until it issues an order acknowledgement, except as noted in Section 2. Clerical errors are subject to correction at any time.
4. Payment. Payments are due NET 30 days. Credit terms may be withdrawn or changed at any time. Fabrication and delivery may be delayed if an account is delinquent. Buyer will pay all costs of collection including reasonable legal fees and costs. Except to the extent permitted by law, Buyer has no rights of set-off.
5. Order Modification. If Buyer requests to modify its purchase order after Tennant has sent Buyer an Order Acknowledgement form, Buyer shall compensate Tennant for its reasonable expenditures made in reliance on the purchase order prior to its receipt of the modification request, including, without limitation, expenditures to design, procure or manufacture non-standard components or configurations for machines, accessories, parts or consumables (collectively, “Products”). Tennant shall use commercially reasonable efforts to mitigate such expenditures after its receipt of the modification request.
6. Security Interest. As security for the obligations of the Buyer hereunder, Buyer, as debtor, hereby grants to Tennant a security interest in all Products delivered by Tennant to Buyer hereunder together with all present and future alterations, additions, accessions, replacements and substitutions to and of the items, and all proceeds of the foregoing, including, but not limited to, all insurance proceeds (the “Collateral”). Buyer and Tennant have not agreed to postpone the time for attachment of the security interest granted by Buyer to Tennant in respect of the Collateral. Buyer authorizes Tennant to file any documents and to take all such other actions as are in Tennant’s view reasonably necessary to ensure that Tennant’s security interest is valid and perfected and Buyer agrees to perform all such acts and execute all such documents that Tennant may reasonably request to create and perfect its security interest in the Collateral. To the extent permitted by law, Buyer waives the right to receive copies of any financing statement, financing change statement or verification statement or other document filed with respect to or relating to such security interest. Buyer appoints Tennant as Buyer’s attorney-in-fact (which power is coupled with an interest) to sign in Buyer’s name documents, applications, filings and certificates of title and transfer documents that are reasonably necessary to perfect Tennant’s right to transfer ownership of the Product if Buyer defaults. To the extent permitted by law, Buyer agrees to pay all government imposed fees necessary to file any documents in connection with Buyer’s obligations hereunder. Buyer further agrees that Tennant’s security interest will continue uninterrupted until all obligations Buyer owes to Tennant hereunder are satisfied. Tennant shall release its security interest upon receipt of full performance and indefeasible payment in full by Buyer of all obligations arising or capable of arising hereunder. In the event of any breach by Buyer hereunder, Tennant may exercise any remedy available to it, including, without limitation, (i) appointing a receiver, or (ii) seizure and sale of the Collateral.
7. Shipping and Performance. Shipping terms are DDP. Tennant shall select the carrier. Tennant may make partial shipments. Performance and shipping dates referenced by Tennant are approximate dates only. Tennant shall not be liable for damages or penalty for carrier’s delay in delivery or for failure to give notice of any delay, and the carrier shall not be deemed to be an agent of Tennant. Buyer must inspect and report all claims for shortages or incorrect charges within 10 days after Buyer's receipt of that particular shipment. Requests for proof of delivery must be received in writing within 30 days after receipt of the invoice for the Products.
8. Title. Title to Products will transfer to Buyer at the time of delivery to the carrier.
9. Product Returns. All Product returns must comply with Tennant's Return Materials Policy and be accompanied by Tennant's Return Material Authorization, available from Tennant upon request.
10. Limited Product Warranty. Tennant Company's standard manufacturer's limited warranty for the applicable Product, available from Tennant upon request, is the sole and exclusive obligation to the Buyer for any Product sold under these Terms and Conditions.
11. Limitation of Liability. THE ABOVE-REFERENCED LIMITED PRODUCT WARRANTY IS EXCLUSIVE AND, TO THE EXTENT PERMITTED BY LAW, IS GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER REMEDIES. THESE ARE THE ONLY REMEDIES OF BUYER FOR ANY BREACH OF WARRANTY OR ANY OTHER CLAIM. TENNANT'S TOTAL LIABILITY ARISING OUT OF THE SUPPLYING OR USE OF PRODUCTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE SHALL NOT IN ANY CASE EXCEED THE COST OF THE GOODS SOLD FOR WHICH ANY CLAIM IS MADE. IN NO CASE SHALL TENNANT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY GENERAL, DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL LOSSES OR DAMAGES. THE FOREGOING SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
    BUYER AGREES TO INDEMNIFY AND HOLD TENNANT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSS, DEMANDS, EXPENSES, LIABILITIES AND COSTS, INCLUDING REASONABLE LEGAL FEES, MADE BY THIRD PARTIES AGAINST TENNANT RELATING TO OR ARISING OUT OF BUYER'S OR A THIRD PARTY’S USE OR INSTALLATION OF THE PRODUCTS AND FROM ANY ACTS OR OMISSIONS OF BUYER, ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR SUB-CONTRACTORS RELATING TO THE PRODUCTS, AND TO PAY ANY COSTS AND EXPENSES INCURRED BY TENNANT TO ENFORCE BUYER'S OBLIGATIONS.
12. Indemnification. Tennant shall indemnify, defend and hold Buyer harmless from and against any claim, demand, cause of action or liability for direct damage arising from Tennant’s negligence or intentional misconduct in connection with its provision of Products to Buyer, subject to the limitations noted above.
13. Insurance. Tennant shall maintain Worker's Compensation, Employer's Liability, Auto Liability and General Liability and Casualty insurance coverage, as well as other coverage of a nature in accordance with, and in amounts commensurate with, standard industry practice. All policies are written by carriers with A.M. Best ratings of A- or higher.
14. Product Alterations. To the extent permitted by law, Tennant, if it deems necessary, may alter any Product's specifications, design, drawings, manufacturing process, components, materials, location of manufacture or delivery in any way, at any time, without any notice to or approval from Buyer.
15. Telemetry. Buyer acknowledges and agrees that Tennant may equip its Products with telemetry devices for the purpose of recording and transmitting to Tennant information intended to improve Product serviceability.
16. Use of Orbio® Cleaning Solution Generators. Unless expressly authorized by Tennant, Buyer shall use Orbio Cleaning Solution Generators to generate cleaning solutions only for its own internal use and not resell the solutions to third parties. Buyer is responsible for ensuring that all cleaning solutions are labeled and used in accordance with applicable health and safety regulations.
17. Rights in Intellectual Property. All intellectual property rights in goods and services provided by Tennant are vested solely and exclusively in Tennant Company. No intellectual property rights in goods or services are assigned, licensed or transferred hereunder.
18. Force Majeure. Tennant is not liable for any delay or failure to perform where, in Tennant's sole judgment, such timely performance is commercially impracticable, or where such delay or failure to perform is caused by conditions beyond Tennant’s control, including, without limitation, acts of God, acts of governmental authorities, changes in applicable law, fire, explosion, flood, earthquake, labor dispute (including strike, lockout or injunction), shortage, insurrection, war, riots, or terrorism.
19. Choice of Law; Disputes. The validity, performance, construction and effect of this Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, without giving effect to the principles of conflict of laws. This Agreement expressly excludes the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended, supplemented, restated or replaced from time to time. Tennant and Buyer agree to make a good faith attempt to settle any dispute arising under this Agreement by mediation in Toronto, Ontario. To the extent they are unable to resolve a dispute informally, the parties agree to deal with any controversy or claim arising out of or relating to these terms and conditions, or the breach of these terms and conditions by private arbitration conducted by a neutral arbitrator pursuant to the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. then in effect. The arbitration shall be held in Toronto, Ontario and shall apply the substantive law of British Columbia. The arbitrator shall be bound by these express terms and conditions and the decision of the arbitrator (including all procedural matters and decisions as to costs) shall be final and binding and shall not be subject to appeal. The proceedings of arbitration shall be held in the English language and shall be confidential.
20. Severability. If any provision of this Agreement is held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired.
21. Legal Compliance. Tennant and Buyer shall comply with all applicable laws, rules, regulations and ordinances.
22. Ethics Compliance. Tennant strives to conduct business in accordance with the principles in our Business Ethics Guide, available at www.tennantco.com. If you believe that Tennant has not lived up to these principles, you can anonymously report your concerns by using a toll-free hotline: 1-877-774-6504.
23. Assignment. This Agreement is not assignable without the prior written consent of Tennant. Assignment without such consent is void.
24. No Waiver. Either party's failure to enforce any term or condition in this Agreement shall not be construed as a waiver of any right available to either party hereunder.
25. Language. The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise.
26. Contacts. For all inquiries, call Tennant Customer Service at 800-553-8033, or write to the following address:

These Service Terms and Conditions together with any Service Plan entered into by Customer (collectively the “Agreement”) govern the purchase of maintenance or repair services for specified equipment (“Equipment”) by Customer from Tennant Sales and Service Company, a Minnesota corporation (“Tennant”). Terms of sale for Tennant’s product offerings may be found at tennantco.com.

1. Construction. If Customer has entered into a separate written Service Plan, such Service Plan shall be construed together with these terms, however, the terms of such Service Plan shall prevail if in actual conflict with these terms. TENNANT EXPRESSLY CONDITIONS ITS OBLIGATION TO PERFORM ON CUSTOMER’S ACCEPTANCE OF THE TERMS OF THE AGREEMENT.
2. Inconsistent Terms. The terms of this Agreement, together with the terms of the Service Plan, if any, supersede all inconsistent terms and conditions in documentation submitted by Customer to Tennant.
3. Tennant Responsibilities. Tennant will service the Equipment as required by the Service Plan or as requested by Customer , extraordinary wear and tear excepted, subject to Customer’s compliance with this Agreement and the following conditions:
   1. All maintenance services shall be performed between 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding holidays.
   2. Tennant will provide replacement parts that are new or equal to new in performance.
   3. Tennant will service the Equipment at Customer’s facility. If, in Tennant's judgment, repair at Customer’s facility is not practical, Tennant may in its sole discretion elect to repair the equipment off-site.
4. Customer Responsibilities. Customer is responsible for performing routine maintenance services according to procedures described in the Equipment Operator and Maintenance manuals. The Equipment will be used, maintained, and stored properly, cleaned regularly, operated within the limits recommended in the operator's manual and operated only by Customer’s trained and authorized employees. Customer will provide Tennant with the Equipment properly drained, cleaned and ready for service and appropriate space and facilities at Customer’s location to allow safe and proper performance of the services.
5. Payment Terms. Payment terms are net thirty (30) days, from date of invoice. All charges are exclusive of federal, state, municipal, or other government excise, sales, use or occupational taxes. Customer will pay all costs of collection including reasonable attorneys' fees and costs. Customer has no rights of set-off.
6. Intellectual Property. All intellectual property in goods and services provided by Tennant is the sole and exclusive property of Tennant. No intellectual property rights in goods or services are assigned, licensed or transferred hereunder.
7. Limitation of Liability.
   1. Tennant is not responsible for (a) injury to persons or property except to the extent such injury is the result of Tennant's negligence or intentional misconduct; (b) incidental or consequential damages arising out of Tennant acts, omissions, performance or nonperformance hereunder; or (c) any damages or injuries caused by Customer’s failure to comply with applicable laws, regulations, or statutes relating to safety, health, or the environment.
   2. Tennant's total liability arising out of the provision of services, whether in contract, tort (including negligence), strict liability or otherwise shall not in any case exceed the cost of the services for which any claim is made.
   3. In no case shall Tennant be liable to Customer or any third party for any punitive or special damages.
8. Indemnification. Tennant shall indemnify, defend and hold Customer harmless from and against any claim, demand, cause of action or liability for direct damage to the extent arising from Tennant’s negligence or intentional misconduct in connection with its provision of services to Customer, subject to the limitations noted in Section 7.
9. Insurance. Tennant shall maintain Workers' Compensation coverage required by law with respect to its employees working on Customer’s premises. Tennant further maintains liability coverage in amounts commensurate with standard industry practice.
10. Warranty.
    1. The warranties provided in this Section 10 are exclusive and are given and accepted in lieu of any and all other warranties express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.
    2. Service Labor performed by a Tennant service representative is warranted for thirty (30) days from the date the repairs are completed. This warranty does not cover work performed by any service company other than Tennant, and is restricted to the operation or component for which a claim is made. This warranty does not apply to temporary repairs such as seal replacements on hydraulic components, or those not recommended by Tennant.
    3. Repair Parts supplied by Tennant are warranted against defects for a period of ninety (90) days from the date the repairs are completed, excluding batteries. Batteries supplied by Tennant are warranted at replacement cost pro-rated for the time remaining in the warranty period. The warranty period for Lithium-Ion and Lead-Acid batteries is twelve (12) months from the date the repairs are completed. The warranty period for AGM and Gel batteries is (90) days from the date the repairs are completed. Labor and travel for repair parts installed by Tennant are warranted for thirty (30) days from the date the original repairs are completed.
11. Force Majeure. Tennant will not be responsible for failure to render services due to reasons beyond its reasonable control, including but not limited to acts of God, fire, flood, labor disputes, insurrection, war, or terrorism.
12. Choice of Law; Disputes. The validity, performance, construction and effect of this Agreement shall be governed by and construed under the laws of the State of Minnesota and the United States of America, without giving effect to the principles of conflict of laws. This Agreement expressly excludes the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Tennant and Customer agree to make a good faith attempt to settle any dispute arising under this Agreement. To the extent they are unable to resolve a dispute informally, the parties agree to make a good faith attempt to resolve the dispute by mediation in Minneapolis, Minnesota. If such mediation fails to resolve the dispute, the parties agree to arbitrate in Minneapolis, Minnesota pursuant to the Optional Expedited Arbitration Procedures of JAMS.
13. Assignment. This Agreement is not assignable without the prior written consent of Tennant. Assignment without such consent is void.
14. No Waiver. Either party's failure to enforce any term or condition in this Agreement shall not be construed as a waiver of any right available to either party hereunder.
15. Severability. If any provision of this agreement is held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired.
16. Legal Compliance. Tennant and Customer shall comply with all applicable federal, state and local laws, including, without limitation, the United States Foreign Corrupt Practices Act and Executive Orders 11246 and 13201.
17. Ethics Compliance. Tennant strives to conduct business in accordance with the principles in our Business Ethics Guide, available at tennantco.com. If you believe that Tennant has not lived up to these principles, you can anonymously report your concerns by using a toll-free hotline: 1-877-774-6504.
18. Contacts. For all inquiries, call Tennant Customer Service at 800-553-8033, or email to info@tennantco.com or write to the following address:
    
    Tennant Sales and Service Company
    701 North Lilac Drive
    P.O. Box 1452
    Minneapolis, MN 55440
    Attn: Tennant Customer Service

These Service Terms and Conditions together with any Service Plan entered into by Customer (collectively the “Agreement”) govern the purchase of maintenance or repair services for specified equipment (“Equipment”) by Customer from Tennant Sales and Service Canada ULC, a British Columbia Corporation (“Tennant”). Terms of sale for Tennant’s product offerings may be found at tennantco.com

1. Construction. If Customer has entered into a separate written Service Plan, such Service Plan shall be construed together with these terms, however, the terms of such Service Plan shall prevail if in actual conflict with these terms. TENNANT EXPRESSLY ACKNOWLEDGES ITS OBLIGATION TO PERFORM ON CUSTOMER’S ACCEPTANCE OF THE TERMS OF THE AGREEMENT.
2. Inconsistent Terms. The terms of this Agreement, together with the terms of the Service Plan, if any, supersede all inconsistent terms and conditions in documentation submitted by Customer to Tennant.
3. Tennant Responsibilities. Tennant will service the Equipment as required by the Service Plan or as requested by Customer , extraordinary wear and tear excepted, subject to Customer’s compliance with this Agreement and the following conditions:
   1. All maintenance services shall be performed between 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding holidays.
   2. Tennant will provide replacement parts that are new or equal to new in performance.
   3. Tennant will service the Equipment at Customer’s facility. If, in Tennant's judgment, repair at Customer’s facility is not practical, Tennant may in its sole discretion elect to repair the equipment off-site.
4. Customer Responsibilities. Customer is responsible for performing routine maintenance services according to procedures described in the Equipment Operator and Maintenance manuals. The Equipment will be used, maintained, and stored properly, cleaned regularly, operated within the limits recommended in the operator's manual and operated only by Customer’s trained and authorized employees. Customer will provide Tennant with the Equipment properly drained, cleaned and ready for service and appropriate space and facilities at Customer’s location to allow safe and proper performance of the services.
5. Payment Terms. Payment terms are net thirty (30) days, from date of invoice. All charges are exclusive of federal, state, provincial municipal, or other government excise, sales, use, duties, occupational taxes and similar charges. Customer will pay all costs of collection including reasonable attorneys' fees and costs. Customer has no rights of set-off.
6. Intellectual Property. All intellectual property in goods and services provided by Tennant is the sole and exclusive property of Tennant. No intellectual property rights in goods or services are assigned, licensed or transferred hereunder. The obligations of this section shall survive termination.
7. Limitation of Liability.
   1. Tennant is not responsible for (a) injury to persons or property except to the extent such injury is the result of Tennant's negligence or intentional misconduct; (b) incidental or consequential damages arising out of Tennant acts, omissions, performance or nonperformance hereunder; or (c) any damages or injuries caused by Customer’s failure to comply with applicable laws, regulations, or statutes relating to safety, health, or the environment.
   2. Tennant's total liability arising out of the provision of services, whether in contract, tort (including negligence), strict liability or otherwise shall not in any case exceed the cost of the services for which any claim is made.
   3. In no case shall Tennant be liable to Customer or any third party for any indirect, consequential, incidental, punitive or special damages.
8. Indemnification. Tennant shall indemnify, defend and hold Customer harmless from and against any claim, demand, cause of action or liability for direct damage to the extent arising from Tennant’s negligence or intentional misconduct in connection with its provision of services to Customer, subject to the limitations noted in Section 7.
9. Insurance. Tennant shall maintain Workers' Compensation coverage as required by federal, provincial or municipal law in which the work is being done with respect to its employees working on Customer’s premises. Tennant further maintains liability coverage in amounts commensurate with standard industry practice.
10. Warranty.
    1. The warranties provided in this Section 10 are exclusive and are given and accepted in lieu of any and all other warranties, express or implied, including, without limitation, any warranty of merchantability and fitness for a particular purpose are expressly disclaimed.
    2. Service Labor performed by a Tennant service representative is warranted for thirty (30) days from the date the repairs are completed. This warranty does not cover work performed by any service company other than Tennant, and is restricted to the operation or component for which a claim is made. This warranty does not apply to temporary repairs such as seal replacements on hydraulic components, or those not recommended by Tennant.
    3. Repair Parts supplied by Tennant are warranted against defects for a period of ninety (90) days from the date the repairs are completed, excluding batteries. Batteries supplied by Tennant are warranted at replacement cost pro-rated for the time remaining in the warranty period. The warranty period for Lithium-Ion and Lead-Acid batteries is twelve (12) months from the date the repairs are completed. The warranty period for AGM and Gel batteries is (90) days from the date the repairs are completed. Labor and travel for repair parts installed by Tennant are warranted for thirty (30) days from the date the original repairs are completed.
11. Force Majeure. Tennant will not be responsible for failure to render services due to reasons beyond its reasonable control, including but not limited to acts of God, fire, flood, labor disputes, insurrection, war, or terrorism.
12. Choice of Law; Disputes. The validity, performance, construction and effect of this Agreement shall be governed by and construed under the laws of the province of British Columbia and the federal laws applicable therein, without giving effect to the principles of conflict of laws. This Agreement expressly excludes the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Tennant and Customer agree to make a good faith attempt to settle any dispute arising under this Agreement. To the extent they are unable to resolve a dispute informally, the parties agree to make a good faith attempt to resolve the dispute by mediation in Toronto, Ontario. If such mediation fails to resolve the dispute, the parties agree to private arbitration conducted by a neutral arbitrator pursuant to the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. then in effect. The arbitration shall be held in Toronto, Ontario and shall apply to the substantive law of British Columbia.
13. Assignment. This Agreement is not assignable without the prior written consent of Tennant. Assignment without such consent is void.
14. No Waiver. No waiver, alteration or modification of any of the provision of this Agreement shall be binding on either party unless in writing and signed by each party. Waiver of any breach of this Agreement by either party, or failure by either party to exercise any rights under this Agreement on one or more occasion is not a waiver of any right available to either party hereunder.
15. Severability. If any provision of this Agreement is held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired.
16. Legal Compliance. Tennant and Customer shall comply with all applicable federal, state, provincial and local laws.
17. Language. The parties have required this Agreement and all documents and notice relating to this Agreement to be drawn up in the English language. Les parties aux présentes ont exigés que le present contrat de service et tous autres contrats, documents ou avis afferents aux présentes soient rédigés en langue anglaise.
18. Counterparts. This Agreement may be executed in one or more counterparts and each of such counterparts shall, for all purposes, be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
19. Currency. All dollar amounts referred to in this Agreement are stated in Canadian dollars.
20. Ethics Compliance. Tennant strives to conduct business in accordance with the principles in our Business Ethics Guide, available at tennantco.com. If you believe that Tennant has not lived up to these principles, you can anonymously report your concerns by using a toll-free hotline: 1-877-774-6504.
21. Contacts. For all inquiries, call Tennant Customer Service at 800-553-8033, or email to info@tennantco.com or write to the following address:
    
    Tennant Sales and Service Canada ULC
    1329 Cardiff Blvd.
    Mississauga, Ontario, Canada
    L5S 1R2
    Attn: Tennant Customer Service