HomeMy WebLinkAbout2011-279 ES - Eaton Corporation for UPS Service Renewal Corporation
SERVICE RENEWAL AGREEMENT
INVOICE TO:(CUSTOMER)652548 INSTALL SITE:(CUSTOMER)652548
Company Name: ORANGE COUNTY NORTH CAROLINA Company Name: ORANGE COUNTY NORTH CAROLINA
Street: PO BOX 8181 Street: 510 MEADOWLAND DRIVE
City: HILLSBOROUGH city: HILLSBOROUGH
State: NC zip: 27278 State: NC 27278
Contact: contact: CRAIG BLACKWOOD
PH. PH: 919-245-6130
Fax/E-Mail: Fax/E-Mail: cblackwoodna co orange nc us
CONTRACT TERM SELECTED: ®SINGLE YEAR D MULTI-YEAR Start Date:Oct-1-2011 End Date:Sept-30-2012
PAYMENT CYCLE: ®UP FRONT 1:1 ANNUAL ***Payment terms are Net 30.
PURCHASE ORDER NUMBER: El Tax Exempt Certification Attached
LIST OF COVERED EQUIPMENT
Item Product Line Model S/N# Service Choice** CPM Qty Renewal Price
1 Powerware 9390-80/40 EB283CBA01 Flex Service Plan 7x24 7x24 1 $6,035.00
UPS parts and labor
coverage,4 hour
response time,annual
7x24 UPS PM, and semi-
annual battery PMs,30%
discount on spare parts
kits and T&M.
SEE ATTACHED TERMS AND CONDITIONS:Eaton Corporation Terms and Conditions,T-0 NET TOTAL" 6,035.00
SEE ATTACHED SCOPES OF WORK: R-30,R-2,R-5,R-33
Eaton Corporation terms and conditions govern this proposal and any purchase order submitted to Eaton pursuant thereto Additional or
different terms proposed by Buyer,whether in its purchase order or otherwise shall not be binding upon Eaton Corporation and are hereby
rejected unless expressly agreed to in writing by Eaton Corporation
CUSTOMER/PURCHASER EATON CORPORATION
Company Name: t l bVn N �t
Signature: Signature: ""
Date: —/ , Date: 8 –,'-�Co – I\
Printed Name:: 1 Printed Devona Blake
tea','"�W. c i, f'f tjYl J 2. Name:
Title: b1.Lujj4 Title: Sales Representative
Fax/E-Mail: Fax/E-Mail: 800-228-1899/Devona LBlake Eaton.com
QUOTED BY: Devona Blake OFFICE USE ONLY
Contract Number:
Firm Name: Eaton Corporation Customer
Number:
Signature: Site Number:
Date: 7-15-11 Bill To Number:
Quote#: 5864
Phone Number: 919-870-3166 Date Processed:
COMMENTS
*mportant tax notice:Tax is not included in the above purchase prce.In order to comply with tax regulations,sales/use tax will be added and itemized separately when you are invoiced.
If yo
are not included under this service agreement. ***Payment terms are Net 30. ****Quote valid for 90 days from original date.
This instrument has been pre-
audited in the manner required
by the Local Government Budget •V d f'�
and Fiscal Control Act
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Electronics (UPS Power Module, DC, PDU, Flywheel) Preventive
Maintenance
Scope of Work
Attachment R-2
This scope of work is shared by the following power quality equipment types: Eaton UPS, Eaton
PDU/PDR/RPP/STS, Eaton DC,Vycon Flywheel and Non Eaton equipment(MVS). Note the
applicable features vary by type of equipment being contracted and additional scopes of work may be
required.
The following is an outline of general checks performed during an Eaton®Preventive Maintenance of the
Eaton UPS Power Module normally performed by Eaton field service personnel. All checks are designed
to be performed during off line operation, in the bypass mode. All checks or processes may not be
applicable to all equipment types or models.
1. Visual Inspection
a. Inspect all printed circuit board connections for cleanliness, swab contacts if necessary.
b. Inspect all power connections for signs of overheating
c. Inspect all subassemblies, bridges and legs for signs of component defects or stress
d. Inspect all DC capacitors for signs of leakage
e. Inspect all AC capacitors for signs of leakage
f. Inspect and inventory all customer-owned spare parts
g. Inspect for, and perform as required, any open engineering changes
h. If work is completed under a PowerTrustTm Ultra contract, inspect battery monitoring
system
2. Internal Operating Parameters
a. DC Ground Detection Offset(if applicable)
b. Inverter leg current average balance(if applicable)
c. Output filter current average phase balance
d. Rectifier bridge current average leg balance
e. AC Protection settings are checked
f. DC Protection settings are checked
g. Input and Output Frequency and Voltage Bandwidth settings are checked
h. Verify DC filter capacitance
i. Verify AC tank and trap filter capacitance
j. Power Supply voltages and waveforms
3. External Operating Parameters
a. System,Input Voltages(all phases)
b. System Input Currents (all phases)
c. DC Charging Voltages(float and equalize), record settings, adjust to nominal
d. Rectifier phase on and walk up
e. Inverter phase on and walk up
f. Adjust all panel meters to measured values
g. System Bypass Voltages(all phases)
h. Manual and UV Transfer Testing, verify uninterrupted transfer waveform (if applicable)
1. Outage simulation, and battery capability testing, and verify charger current limit
j. Generator operation and interface verification (if applicable)
Scope of Work Attachment R-2
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4. Environmental Parameters
a. UPS area ambient temperature and condition of ventilating equipment
b. General Cleanliness of UPS Power Module 4
c. General Cleanliness of UPS area
d. Replace all air filters
e. Clean control panel/CRT screen
f. Flywheel only: Drain oil and change oil and filters NOTE:One(1)oil and filter change
per year.
6. Battery Cabinet Checks
a. General appearance of Battery System(all types)
b. General cleanliness of Battery System area(all types)
c. Inspect cells for physical abnormalities
d. Inspect all DC connections for abnormalities
e. Battery System area ambient temperature and condition of ventilating equipment
f. For internal batteries only, measure and record:
i. Overall battery float voltage
fl. Charger output current and voltage
Negative terminal temperature of one cell/battery per battery cabinet shelf or rack
tier
6. Monitoring System Parameters
a. Alarm archive review and printing
b. Alarm lamp test-local and remote (if applicable)
c. Replace all open monitor bulbs
d. If work is completed under a PowerTrust Ultra contract, inspect battery monitoring system
e. Review Battery Test in history(if applicable)
7. General
a. Customer Consultation
b. Verbal Recommendations
c. General Observations
Following the Preventive Maintenance inspection, a written report will be provided detailing the results of
the inspection, and making specific recommendations toward future remedial action, upgrades, or
sparing.
Eaton and PowerTrust are trade names,trademarks,and/or service marks of Eaton Corporation or its subsidiaries and affiliates.
Scope of Work Attachment R-2
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Eaton UPS Flex Service Plan
Time and Material, Spare Part Kits and Field Upgrade Discounts
Scope of Work
Attachment R-33
1. Discounts on spare part kits and field upgrades: If optionally purchased by Customer in
conjunction with an on-site corrective maintenance Power Module Service Agreement of the same
duration, Contractor will provide a 30% discount on optional spare part kits (not individual parts) and
any field upgrade or modification performed by Eaton®. Spare part kits are defined as an"A", "B", "C"
or"D" level spare kit comprising between 80% and 100%of the replaceable parts for a specific Eaton
product.
2. Time and Material (T&M) services: Standby scheduled T&M services are eligible for a 30%
discount per contractor's prevailing X-1 T&M Rate Schedule. Recertification and custom quoted
(fixed price)services are excluded.
3. Battery replacements excluded: Partial and full battery updates are ineligible for discounts.
Eaton is a trademark of Eaton Corporation
UPS Flex Service Plan—Time and Material,Spare Part Kits and Field Upgrade Discounts 02/19/09
SOW Attachment R-33 Page 1 of 1
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Eaton UPS Flex Service Plan
Parts and Labor Coverage
Scope of"Work
Attachment R-30
This scope of work is shared by the power quality equipment types listed in the below table. Note the
applicable features vary by type of equipment being contracted and additional scopes of work may be
required. All checks or processes may not be applicable to all equipment types or models.
Corrective Electronics Battery eNotify Tech
Equipment Type Maintenance Preventive Preventive Remote Support Discounts
Coverage Maintenance Maintenance Monitorin
Eaton UPS Yes No No No Yes No
Eaton DC Yes Yes No No Yes Yes
Eaton
PDU/PDR/RPP/STS Yes No No No Yes No
Flywheel Yes No No No Yes No
Non Eaton Yes No No No Yes No
equipment MVS
If optionally purchased by Customer within the first three(3)years of a Eaton®UPS installation date(first
startup)OR,
If optionally purchased by Customer in conjunction with one or more annual on-site UPS Power Module
Preventive Maintenance R-2 of the same duration, Contractor will provide:
1. Corrective Maintenance Coverage: Inspection and repair of the electronic portion of the UPS
(or other equipment type), or"Power Module"shall be performed as needed during the contracted
period of maintenance at no extra charge to Purchaser. Remedial maintenance provided by
Contractor shall include, and be expressly limited to, maintenance to the Power Module, travel
expenses, all necessary parts replacement, adjustments and repairs. If the Purchaser maintains
Eaton spare parts at the maintenance site, Contractor may, at its option, use those spare parts in
the performance of Corrective Maintenance. Contractor shall replace the spare parts,which it so
uses. Exclusions: certain wear parts are excluded from corrective coverage including external
batteries and full capacitor replacement.All Corrective Maintenance to Battery System, if any,will
be in accordance with battery manufacturers'warranty or separate agreement, if any. For
Flywheel coverage: any failure due to lack of recommended bearing replacement, vacuum pump
replacement(or"major maintenance"per manufacturer recommendation)will not be included
under corrective maintenance coverage and will be billable at current time and material rates.
2. 7x24 Technical Support:technical support via telephone or email to Contractor shall be
available to answer product or support questions.
3. Customer Web Account Access: Contractor will provide Purchaser with web-based access to
account information and site service records.Access will be password restricted for maximum
security of Purchaser records.A history of service performed, as well as scheduled service calls
will be available.
Scope of Work Attachment R-30
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The Purchaser shall, from the commencement date of the Service Agreement, maintain the UPS Power
Module in accordance with the published operating specifications for the Power Module at the time of
purchase. The Purchaser shall, unless otherwise specified in the Service Agreement, maintain the Battery
System in strict accordance with the Battery System manufacturer's recommended maintenance
guidelines.
Eaton is a trade name,trademark and/or service mark of Eaton Corporation or its subsidiaries and affiliates.
Scope of Work Attachment R-30
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Eaton Valve Regulated (Sealed) Battery System
Preventive Maintenance Scope of Work
Attachment R-5 , l
Battery Maintenance of Battery Equipment includes, and is expressly limited to,those tasks set forth
below. 'Due to the size and type of battery,testing and work procedures vary between battery jars above
and below 100 watts per battery;work procedures may vary by UPS or related device and battery type
and may be limited by safety requirements. All additional work will be billable at the applicable rates per
Attachment X-1.
Below
Performed During Each Preventive Maintenance Visit': 100W/Jar 100W+/Jar
A. Measure and Record the following:
1. Individual cell/battery float voltages and overall float voltage Yes Yes
2. Charger output current and voltage Yes Yes
3. AC ripple current and voltage imposed on the battery Yes Yes
4. Internal ohmic values of each cell/battery or perform a continuity No Yes
test of each cell/battery
5. Connection Resistance of 10%of the inter cell/battery connection No Yes
6. Ambient temperature Yes Yes
7. Negative terminal temperature of one cell/battery per battery Yes Yes
cabinet shelf or rack tier
B. Visually inspect conditions and appearance of the following:
1. Connection terminals inter cell/battery connectors, cables and Yes Yes
associated hardware
2. Cell/battery covers, containers, and post seals Yes Yes
3. Battery racks or cabinets and associated components and Yes Yes
hardware
4 Cell/battery jar or cover, noting any excessive distortion Yes Yes
C. Perform cleaning of all accessible surfaces as required Yes Yes
Performed Once Per Calendar Year:
The yearly maintenance procedure should include all of the above with the
addition of the following:
1. Measure and record the connection resistance of 100%of the inter No Yes
cell/battery connections.
2. Re-torque any connection where the resistance is above 20%of the No Yes
average
E. Reporting Each Preventive Maintenance Visit:
1. The technician(s)will issue the customer a verbal report summarizing
the condition of the battery and identifying any critical issues before Yes Yes
leaving the customer's site.
2. A detailed report containing all readings and observations will be sent No Yes
to the customer within five business days
Eaton is a trademark of Eaton Corporation
Scope of Work Attachment R-5
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EATON CORPORATION
SERVICE AGREEMENT-TERMS AND CONDITIONS (T-0)
TERMS AND CONDITIONS: The terms and conditions set forth herein, and any supplements which may be
attached hereto, constitute the full and final expression of the•contract for the sale of UPS services by Eaton
Corporation, and supersedes all prior quotations, purchase orders, correspondence or communications whether
written or oral between Eaton Corporation and the customer. Notwithstanding any contrary language in the
customer's purchase order, correspondence or other form of acknowledgment, customer shall be bound by these
terms and conditions when it sends a purchase order or otherwise indicates acceptance of this contract, or when it
accepts delivery from Eaton Corporation of the products or services. THE CONTRACT FOR SALE OF SERVICES
IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS STATED HEREIN. ANY ADDITIONAL OR
DIFFERENT TERMS PROPOSED BY CUSTOMER ARE REJECTED UNLESS EXPRESSLY AGREED TO IN
WRITING BY CONTRACTOR. No contract shall exist except as herein provided.
1. DEFINITIONS: As used in this Service Agreement,the terms listed below shall have the following meanings:
"Agreement"shall mean Eaton Corporation's Service Agreement Terms and Conditions,the Service Quote and the
applicable Scope(s)of Work."
"Battery"shall mean the electric storage portion of a UPS.
"Contractor"shall mean Eaton Corporation.
"Covered Equipment"shall mean the equipment as listed on the Service Quote.
"CPM"shall mean the Contracted Period of Maintenance.
"Customer"shall mean the purchaser of this Agreement.
"Emergency Service"shall mean all services provided on an as needed basis that is not scheduled in advance
"PCS"shall mean Pre-Contract Survey.
"On-Site"shall mean Service performed at Customer's physical location as listed on the Service Quote.
"Power Module"shall mean the electronic portion of a UPS or other power quality device.
"Scope of Work" shall mean the services, procedures, methods, exclusions and coverage as purchased by the
Customer
"Service" shall mean installation, maintenance (including Preventive Maintenance), repairs, inspection, adjusting,
etc.of the UPS equipment provided by Contractor to Customer.
"UPS"shall mean Uninterruptible Power Supply which is comprised of the Power Module and Batteries.
2. ELIGIBILITY: All Covered Equipment that has experienced a lapse in Service coverage with the Contractor(or
factory warranty coverage) or has had no service history with Contractor within the previous ninety (90) days, is
subject to a PCS inspection by Contractor prior to eligibility for any Service under this Agreement. Customer is
subject to charges for a PCS inspection at Contractor's then current Time and Material Service Rate Schedule(refer
to Exhibit 1-PCS and Attachment X-1). If a PCS inspection is required for eligibility, a list of the equipment requiring
a PCS inspection will be provided to Customer and will be incorporated into this Agreement.
3. HOURS OF SERVICE: Contractor will provide scheduled and emergency services portal-to-portal 8:OOAM to
5:00 PM Monday-Friday (alternatively described as "5X8 Service") excluding all holidays observed by Contractor.
The Customer may optionally purchase extended hours of scheduled and Emergency Service coverage(alternately
described as "7x24 Service") which will include Emergency Service being provided on all holidays observed by
Contractor. Notwithstanding anything herein or otherwise to the contrary, scheduled services are not available on
Contractor's observed holidays. Contractor's observed holidays are as follows: New Year's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Post Thanksgiving Day, Christmas Eve Day and
Christmas Day.
4. ON-SITE RESPONSE TIME: Following Customer's request for Service, Contractor will arrive at the location of
the Covered Equipment the next business day or if optionally purchased by Customer, Contractor will arrive at the
location of the Covered Equipment within eight(8),four(4)or two(2)CPM hours, provided the Covered Equipment
is located within one hundred (100)miles of a Contractor service location. Response time does not include battery
replacement service.
5. LABOR AND MATERIAL RATES: For any additional Service outside the Scope(s) of Work purchased for
Covered Equipment under this Agreement, Customer shall be billed at Contractor's then current Time and Material
Rate Schedule(refer to Attachment X-1). This excludes any flat-rate Service quoted by Contractor representative.
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6. ENGINEERING CHANGES: All engineering changes deemed necessary by Contractor will be installed during
scheduled Service visits during the CPM. Any engineering changes deemed optional by Contractor will be offered
to Customer on an as-available, per charge basis.
7. CUSTOMER'S RESPONSIBILITY:
A. Communication and Scheduling- Customer shall contact Contractor's Customer Reliability Center(1-800-843-
9433)regarding all Service and Preventative Maintenance requests and all other matters arising out of or relating to
this Agreement. With respect to Preventative Maintenance purchased by Customer, it shall be Customer's
responsibility to contact Contractor to schedule the Preventative Maintenance. In the event that Customer fails to
schedule and/or does not permit, for any reason, Preventative Maintenance to be completed within ninety(90)days
of the scheduled service date, Contractor's obligation for that Preventative Maintenance shall be considered fulfilled.
B. Movement- If Covered Equipment is moved to another location within the United States, Service coverage will
continue only upon the following conditions: (i)Customer shall notify Contractor in writing at least thirty(30)days in
advance of power-down of Covered Equipment; (ii) Contractor reserves the right to supervise the power-down,
disconnection, rigging, packing, movement, unpacking, reinstallation and re-start of the Covered Equipment for
which Customer will be charged according to Contractor's then current Time and Material Service Rate Schedule;
and (iii) resumption of Service coverage under this Agreement is subject to acceptance by Contractor of Covered
Equipment at the new location.
C. Safety-Customer shall, at all times during the provision of Service hereunder, have a representative present at
the Service site at no cost to,and solely for,the safety of Contractor.
D. Access - Customer shall grant ready access to the Covered Equipment, subject to reasonable security
requirements,so that Contractor may perform Service under this Agreement.
8. TERM AND TERMINATION: This Agreement and all that is stated herein shall automatically be renewed for
successive twelve (12)month periods at the prices in effect at the time of each renewal. Customer will be provided
written notice of renewal of the Agreement sixty(60)days prior to its expiration, stating the prices for the applicable
renewal term. In the event Customer elects not to renew this Agreement, Customer shall provide thirty (30) days
written notice prior to the expiration of this Agreement. Notwithstanding the foregoing, Customer or Contractor may
terminate this Agreement at any time upon thirty(30)days written notice to the other,subject to Section 16 herein.
9. END OF SERVICE LIFE ("EOSL")/BEST EFFORTS: Contractor may designate a Power Module as "End of
Service Life/Best Efforts' which shall mean that limited parts are available or Service will be provided on a best
efforts basis. This designation will be indicated on the Service Quote provided to Customer for Service renewal. In
the event that Contractor cannot perform or complete a covered repair, Contractor may terminate coverage subject
to Section 8 herein. Customer may request a pro-rated refund for the terminated portion of this Agreement, subject
to Section 15 herein. Customer acknowledges EOSL/Best Efforts designation on the Service Quote will serve as
Contractor's notice of limited service support and its recommendation to replace or decommission the Power
Module.
10. INSURANCE: During the term of this Agreement, Contractor,at its own cost and expense,shall maintain in full
force and effect the following insurance with sound and reputable insurers: (1)worker's compensation insurance in
accordance with the statutory requirements of the state where the Service is to be performed; (2)automobile liability
insurance on all motor vehicles licensed for highway use, both owned and non-owned; and (3)commercial general
liability insurance for bodily injury and property damage.
11. WARRANTY: Contractor shall perform all Service in a professional and workmanlike manner. Contractor
warrants repairing or replacing defective parts or materials and correcting defective workmanship reported to
Contractor and/or diagnosed by Contractor's personnel during the term of this Agreement. Contractor warrants its
corrective maintenance and replacement parts to be free from defects in material and workmanship for the term of
this Agreement or for a period of ninety(90)days from the completion date of the repair or replacement of parts or
materials, whichever is longer. In the event the parts or materials fail to meet published specifications due to a
defect in parts or materials or workmanship covered by this Warranty, Contractor, at its discretion, will repair or
replace the warranted parts or materials at no cost to Customer. This Warranty shall not apply to any Power
Module and/or Battery that has been: (i) subject to damage caused by accident, fire, flood, lightning, vandalism,
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acts of God, Customer's neglect, misuse, misapplication, incorrect connection or external damage; (ii) subject to
repair or alteration by Customer (or a third party) not authorized by Contractor in writing; or (iii) moved without
adherence to Section 7B herein. THIS WARRANTY IS EXCLUSIVE EXCEPT FOR WARRANTY OF TITLE.
CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORRECTION OF NON-CONFORMITIES
IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED ABOVE SHALL CONSTITUTE CONTRACTOR'S
SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR FAILURE OF CONTRACTOR TO MEET ITS
WARRANTY OBLIGATIONS, WHETHER CLAIMS OF CUSTOMER ARE BASED IN CONTRACT, IN TORT
(INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. Parts or materials supplied, but not
manufactured by Contractor, are warranted solely by the manufacturer. Contractor's obligation under this Warranty
is conditioned upon receipt of all payments due from Customer.
12. ASSIGNMENT: Neither party shall assign this Agreement or any of its rights and interests herein without the
prior written consent of the other party. Notwithstanding anything in this Agreement or otherwise to the contrary,
upon written notice to the other party, either party may assign this Agreement or any of its rights and interests
herein to: (i)any parent,subsidiary, affiliated or successor corporation; or the purchaser of any of these entities; (ii)
any corporation to which the party has sold all or substantially all of its assets(including the purchaser of any of the
party's subsidiaries); or(iii)any corporation or legal entity with which the party may merge or consolidate.
13. SUBCONTRACTING: Contractor reserves the right to subcontract any portion of Service provided for under
this Agreement without the prior consent of Customer.
14. INDEMNITY: Subject to Section 15 herein, Contractor shall defend, indemnify and hold harmless Customer,
its officers, employees and agents, from and against any and all claims, liabilities, damages, demands, losses,
causes of action and suits, including reasonable attorney's fees incident thereto, to the extent they result directly
from or out of(1) any injury to or death of any person or damage to or destruction of any property caused by the
negligent acts, errors, omissions or willful misconduct of Contractor, its agents or employees, and (2) any violation
of federal or state law, regulation, order, rule or of any other governmental authority having jurisdiction by
Contractor, its employees or agents.
15. LIABILITY: Notwithstanding anything in this Agreement or otherwise to the contrary, in no event shall
Contractor or Customer, or their respective officers, directors, employees or agents be. liable to the other for any
incidental, indirect, special or consequential damages, such as, but not limited to, delay damages, lost profits or
revenue, lost data or lost opportunity damages, resulting from or in connection with any claim or cause of action,
whether brought in contract or in tort, even if Contractor or Customer knew or should have known of the possibility
of such damages. Under no circumstances shall the aggregate liability arising out of or in connection with this
Agreement exceed the price paid hereunder for the goods and services provided.
16. PAYMENT: All payments are due net thirty(30)days in full from date of invoice. Customer shall be invoiced
for,and shall pay for,all Service not expressly provided for by the terms hereof,such as, but not limited to,site calls
involving no-fault found inspections where no corrective maintenance was required. If any payment is not made
when due, Contractor reserves the right to refuse to provide any further Service until such payment has been
received. Customer shall be liable for expenses, including reasonable attorneys' fees, associated with collection
proceedings for non-payment. In the event of early termination: i)Customer will be liable for any Service rendered to
the reasonable satisfaction of Customer prior to the effective date of termination;and ii)Contractor, at its discretion,
will provide a credit against any advance payments received as follows: a) a pro-rated amount based on the
terminated portion of the fixed-price fee due Contractor; or b) an amount based on the difference between the
amount paid by Customer prior to the effective date of early termination and the actual cost of Service completed
(including emergency repair calls)by Contractor prior to the effective date of early termination.
17. TAX: Contractor's price is exclusive of any applicable tax. All orders will be subject to all applicable sales tax
unless a current tax exemption certificate is on file with Contractor covering the state where Covered Equipment
under this Agreement is located.
18. PARTS: Parts removed for replacement shall be Contractor's property. Parts used from Customer-owned
spare parts kit shall be replaced by Contractor at no cost. Replacement parts shall be new or of the same quality as
new.
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19. FORCE MAJEURE: Contractor shall not be liable for any failure to perform, or delay in performing Service for
Customer to the extent that such failure or delay results from causes beyond its reasonable control including,
without any limitation, any act of God, war, revolution, riot, civil commotion, labor strike or any applicable
governmental or judicial law or regulation,order or decree.
20. INFORMATION: All information of Customer shall be deemed non-confidential and Contractor will be under no*
duty of non-disclosure unless both parties execute a mutual non-disclosure agreement.
21. GENERAL: The terms and conditions of this Agreement cannot be modified or waived except by a writing
signed by the parties hereto and waiver by Contractor or Customer of any provision hereof in any one instance shall
not constitute a waiver as to any other instance. If a provision of this Agreement is invalidated for any reason,this
Agreement remains binding except for such invalid provision. This Agreement shall be construed in accordance
with and governed by the laws of the State of North Carolina. Customer and Contractor hereby agree that all
disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the state and federal courts
located in Wake County, North Carolina.
Eaton is a trademark of Eaton Corporation.
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