|
Ea,T*N
<br /> Powering Business Worldwide
<br /> 9. END OF SERVICE LIFE ("EOSL")IBEST EFFORTS: Contractor may designate a Power Module as"End of
<br /> Service Life/Best Efforts" which shall mean that limited parts are available or Service will be provided on a best
<br /> efforts basis. This designation will be indicated on the Service Quote provided to Customer for Service renewal. In
<br /> the event that Contractor cannot perform or complete a covered repair, Contractor may terminate coverage subject
<br /> to Section 8 herein. Customer may request a pro-rated refund for the terminated portion of this Agreement,subject
<br /> to Section 15 herein. Customer acknowledges EOSUBest Efforts designation on the Service Quote will serve as
<br /> Contractor's notice of limited service support and its recommendation to replace or decommission the Power
<br /> Module.
<br /> 10. INSURANCE: During the term of this Agreement,Contractor,at its own cost and expense,shall maintain in full
<br /> force and effect the following insurance with sound and reputable insurers: (1)worker's compensation insurance in
<br /> accordance with the statutory requirements of the state where the Service is to be performed;(2)automobile liability
<br /> insurance on all motor vehicles licensed for highway use, both owned and non-owned; and (3)commercial general
<br /> liability insurance for bodily injury and property damage.
<br /> 11. WARRANTY: Contractor shall perform all Service in a professional and workmanlike manner. Contractor
<br /> warrants repairing or replacing defective parts or materials and correcting defective workmanship reported to
<br /> Contractor and/or diagnosed by Contractor's personnel during the term of this Agreement. Contractor warrants its
<br /> corrective maintenance and replacement parts to be free from defects in material and workmanship for the term of
<br /> this Agreement or for a period of ninety(90)days from the completion date of the repair or replacement of parts or
<br /> materials, whichever is longer. In the event the parts or materials fail to meet published specifications due to a
<br /> defect in parts or materials or workmanship covered by this Warranty, Contractor, at its discretion, will repair or
<br /> replace the warranted parts or materials at no cost to Customer. This Warranty shall not apply to any Power
<br /> Module and/or Battery that has been: (i) subject to damage caused by accident, fire, flood, lightning, vandalism,
<br /> acts of God, Customer's neglect, misuse, misapplication, incorrect connection or external damage; (ii) subject to
<br /> repair or alteration by Customer (or a third party) not authorized by Contractor in writing; or (iii) moved without
<br /> adherence to Section 7B herein. THIS WARRANTY IS EXCLUSIVE EXCEPT FOR WARRANTY OF TITLE.
<br /> CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
<br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORRECTION OF NON-CONFORMITIES
<br /> IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED ABOVE SHALL CONSTITUTE CONTRACTOR'S
<br /> SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR FAILURE OF CONTRACTOR TO MEET ITS
<br /> WARRANTY OBLIGATIONS, WHETHER CLAIMS OF CUSTOMER ARE BASED IN CONTRACT, IN TORT
<br /> (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. Parts or materials supplied, but not
<br /> manufactured by Contractor, are warranted solely by the manufacturer. Contractor's obligation under this Warranty
<br /> is conditioned upon receipt of all payments due from Customer.
<br /> 12. ASSIGNMENT: Neither party shall assign this Agreement or any of its rights and interests herein without the
<br /> prior written consent of the other party. Notwithstanding anything in this Agreement or otherwise to the contrary,
<br /> upon written notice to the other party, either party may assign this Agreement or any of its rights and interests
<br /> herein to: (i)any parent, subsidiary,affiliated or successor corporation; or the purchaser of any of these entities;(ii)
<br /> any corporation to which the party has sold all or substantially all of its assets(including the purchaser of any of the
<br /> party's subsidiaries);or(iii)any corporation or legal entity with which the party may merge or consolidate.
<br /> 13. SUBCONTRACTING: Contractor reserves the right to subcontract any portion of Service provided for under
<br /> this Agreement without the prior consent of Customer.
<br /> 14. INDEMNITY: Subject to Section 15 herein, Contractor shall defend, indemnify and hold harmless Customer,
<br /> its officers, employees and agents, from and against any and all claims, liabilities, damages, demands, losses,
<br /> causes of action and suits, including reasonable attorney's fees incident thereto, to the extent they result directly
<br /> from or out of(1) any injury to or death of any person or damage to or destruction of any property caused by the
<br /> negligent acts, errors, omissions or willful misconduct of Contractor, its agents or employees, and (2)any violation
<br /> of federal or state law, regulation, order, rule or of any other governmental authority having jurisdiction by
<br /> Contractor,its employees or agents.
<br /> 15. LIABILITY: Notwithstanding anything in this Agreement or otherwise to the contrary, in no event shall
<br /> Contractor or Customer, or their respective officers, directors, employees or agents be liable to the other for any
<br /> incidental, indirect, special or consequential damages, such as, but not limited to, delay damages, lost profits or
<br /> revenue, lost data or lost opportunity damages, resulting from or in connection with any claim or cause of action,
<br /> Terms and Conditions(T-0)
<br /> Rev.8/11
<br /> Page 3 of 4
<br />
|