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FmA,kT*N <br /> Powering Business Worldwide <br /> whether brought in contract or in tort, even if Contractor or Customer knew or should have known of the possibility <br /> of such damages. Under no circumstances shall the aggregate liability arising out of or in connection with this <br /> Agreement exceed the price paid hereunder for the goods and services provided. <br /> 16. PAYMENT: All payments are due net thirty(30)days in full from date of invoice. Customer shall be invoiced <br /> for, and shall pay for, all Service not expressly provided for by the terms hereof,such as, but not limited to, site calls <br /> involving no-fault found inspections where no corrective maintenance was required. If any payment is not made <br /> when due, Contractor reserves the right to refuse to provide any further Service until such payment has been <br /> received. Customer shall be liable for expenses, including reasonable attorneys' fees, associated with collection <br /> proceedings for non-payment. In the event of early termination: i)Customer will be liable for any Service rendered to <br /> the reasonable satisfaction of Customer prior to the effective date of termination; and ii)Contractor, at its discretion, <br /> will provide a credit against any advance payments received as follows: a) a pro-rated amount based on the <br /> terminated portion of the fixed-price fee due Contractor; or b) an amount based on the difference between the <br /> amount paid by Customer prior to the effective date of early termination and the actual cost of Service completed <br /> (including emergency repair calls)by Contractor prior to the effective date of early termination. <br /> 17. TAX: Contractor's price is exclusive of any applicable tax. All orders will be subject to all applicable sales tax <br /> unless a current tax exemption certificate is on file with Contractor covering the state where Covered Equipment <br /> under this Agreement is located. <br /> 18. PARTS: Parts removed for replacement shall be Contractor's property. Parts used from Customer-owned <br /> spare parts kit shall be replaced by Contractor at no cost. Replacement parts shall be new or of the same quality as <br /> new. <br /> 19. FORCE MAJEURE: Contractor shall not be liable for any failure to perform, or delay in performing Service for <br /> Customer to the extent that such failure or delay results from causes beyond its reasonable control including, <br /> without any limitation, any act of God, war, revolution, riot, civil commotion, labor strike or any applicable <br /> governmental or judicial law or regulation,order or decree. <br /> 20. INFORMATION: All information of Customer shall be deemed non-confidential and Contractor will be under no <br /> duty of non-disclosure unless both parties execute a mutual non-disclosure agreement. <br /> 21. GENERAL: The terms and conditions of this Agreement cannot be modified or waived except by a writing <br /> signed by the parties hereto and waiver by Contractor or Customer of any provision hereof in any one instance shall <br /> not constitute a waiver as to any other instance. If a provision of this Agreement is invalidated for any reason, this <br /> Agreement remains binding except for such invalid provision. This Agreement shall be construed in accordance <br /> with and governed by the laws of the State of North Carolina. Customer and Contractor hereby agree that all <br /> disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the state and federal courts <br /> located in Wake County, North Carolina. <br /> Eaton is a trademark of Eaton Corporation. <br /> Terms and Conditions(T-0) <br /> Rev.8/11 <br /> Page 4 of 4 <br />