2016-544-E Emergency Svc - Eaton Corporation - UPS Services Contract

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DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 Powering Business Worldwide 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 quoted by Contractor representative. 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 Preventive Maintenance requests and all other matters arising out of or relating to this Agreement. With respect to Preventive Maintenance purchased by Customer, it shall be Customer's responsibility to contact Contractor to schedule the Preventive Maintenance. In the event that Customer fails to schedule and/or does not permit,for any reason, Preventive Maintenance to be completed within ninety(90)days of the scheduled service date, Contractor's obligation for that Preventive 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. Costs associated with site access requirements, which are defined by the Customer, are not deemed acceptable nor are included in the Contractor's price unless otherwise agreed to in writing by the parties. Contractor reserves the right to review, accept and provide Customer with any costs associated with such site access requirements as needed during the term of 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. BATTERY REPLACEMENT SERVICESAND TERMINATION: Prices stated in a quote do not include installation, freight, and handling charges unless these items are specifically listed and priced in the quote. Prices stated in a quote are F.O.B. factory (unless otherwise stated) and title and risk of loss to each article sold by Contractor to Customer shall pass to Customer upon delivery at the F.O.B. point. Shipment estimates are after receipt of Customer's purchase order at the factory. If drawings are required for approval before Contractor is authorized to proceed with manufacture, then shipment estimates are after receipt of written approval to proceed. If the Customer cannot accept delivery of equipment, Customer will arrange for storage. Contractor shall not be liable or responsible for any damages or loss for delay or default in delivery due to any cause beyond Contractor's reasonable control, nor shall Customer cancel or have the right to cancel its purchase order because of delays or default in delivery due to such causes. Customer may not cancel or terminate its purchase order without prior written notice to the Contractor and upon payment of cancellation charges which shall take into account, among other things, expenses already incurred and commitments made by the Contractor. Cancellation charges are as follows: for batteries and Drop Ship Items, Terms and Conditions(T-0) Rev.3/16 Page 2 of 4