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DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03
<br /> NW
<br /> HIV
<br /> Powering Business Worldwide
<br /> cancellation 31 days or more prior to shipment, 50%of the total invoice; between 0-30 days prior to shipment, 100%
<br /> of the total invoice. Changes made to an order may be subject to increase or decrease in purchase order amount,
<br /> change order charges, and changes in schedule date. Customer is responsible for return freight charges related to
<br /> cancellation.
<br /> 9. END OF SERVICE LIFE ("EOSL")/BEST 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 quote provided to Customer for Service renewal. In the
<br /> event that Contractor cannot perform or complete a covered repair, Contractor may terminate coverage subject to
<br /> Section 8 herein. Customer may request a pro-rated refund for the terminated portion of this Agreement, subject to
<br /> Section 16 herein. Customer acknowledges EOSL/Best Efforts designation on the quote will serve as Contractor's
<br /> notice of limited service support and its recommendation to replace or decommission the Power 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 thirty
<br /> (30) days' notice to Contractor. Contractor reserves the right to supervise the move. THIS WARRANTY IS
<br /> EXCLUSIVE EXCEPT FOR WARRANTY OF TITLE. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES,
<br /> INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br /> CORRECTION OF NON-CONFORMITIES IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED
<br /> ABOVE SHALL CONSTITUTE CONTRACTOR'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY
<br /> FOR FAILURE OF CONTRACTOR TO MEET ITS WARRANTY OBLIGATIONS, WHETHER CLAIMS OF
<br /> CUSTOMER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR
<br /> OTHERWISE. Parts or materials supplied, but not manufactured by Contractor, are warranted solely by the
<br /> manufacturer. Contractor's obligation under this Warranty is conditioned upon receipt of all payments due from
<br /> 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 (Indemnified Parties), from and against any and all claims, liabilities, damages,
<br /> demands, losses, causes of action and suits brought against the Indemnified Parties, to the extent they result
<br /> directly from or out of(1) bodily injury to or death of any person or damage to or destruction of any property caused
<br /> by the negligent acts, errors, omissions or willful misconduct of Contractor, its agents or employees, and (2) any
<br /> violation of federal or state law, regulation, order, rule or of any other governmental authority having jurisdiction by
<br /> Contractor, its employees or agents,while Contractor is performing work on site.to the extent provided by North Carolina
<br /> Terms and Conditions(T-0)
<br /> Rev.3/16
<br /> Page 3 of 4
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