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Quote #: 00039773
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<br />1.800.838.7927 | dc-group.com Page 9 of 9 DCG-QPM-FRM0004 11/04/2020
<br />6. Insurance
<br />Contractor will, at its own cost and expense, obtain and maintain in full force and the following insurance with sound and reputable insurers
<br />during the term of this Agreement: (1) Worker's Compensation insurance in accordance with the statutory requirements of the s tate in which the
<br />maintenance is to be performed, (2) Automobile Liability insurance on all motor vehicles licensed for highway use and (3) Comprehensive
<br />Liability insurance for bodily injury and property damage
<br />7. Warranty
<br />Contractor shall perform the services under this Agreement in a professional an d workmanlike manner. The foregoing is Owner’s sole warranty,
<br />and is in lieu of all express or implied warranties including any implied warranty of merchantability or fitness for a partic ular purpose.
<br />Contractor's warranty obligation is conditioned upon re ceipt of all payments due from Owner under this Agreement. In addition to the obligation
<br />to maintain the Equipment, Contractor hereby warrants to Owner (and only to Owner) any part supplied pursuant to this Agreeme nt or replaced
<br />pursuant to this Agreement, to be free from defect in material and workmanship under normal use and service for a period of thirty (30) days
<br />from date of installation thereof. This warranty does not cover: (1) Failure of a part due to improper maintenance by entitie s other than
<br />Contractor; (2) damage caused by external sources as described in section 10 below; (3) damage to branch circuit breakers or damages to
<br />UPS or load loss caused by external circuit breakers; or (4) structural component damage, such as: commutator, structural frame, bearings,
<br />transformers, rust or corrosion, damage to the frame of the UPS unit or its wheels. For any warranty claim, Owner shall provi de prompt written
<br />notice and explanation of circumstances. Owner’s sole and exclusive remedy under this warranty shall be repair or replacement at Contractor’s
<br />election. Unless otherwise provided for in this Agreement, Contractor’s liability under this warranty shall be limited to the repair or replacement
<br />of the defective part and all labor charges associated with such repair or replacement.
<br />8. Assignment
<br />Owner may not assign this Agreement or any of its rights hereunder or delegate any of its duties hereunder without the prior written consent of
<br />Contractor. This Agreement shall be binding upon all parties hereto, their heirs, successors and assigns.
<br />9. Indemnity
<br />Contractor assumes no responsibility for any damage or injury to any persons and property except such damage or injury that m ay be held to
<br />result solely and directly from or out of (1) any grossly negli gent performance by Contractor of its obligations under this Agreement or, (2) any
<br />willful misconduct on the part of the Contractor, its agent, or employees.
<br />10. Liability
<br />Notwithstanding anything in this Agreement to the contrary, Contractor shall not be liable for any indirect, incidental, spec ial or consequential
<br />damages such as, but not limited to, lost profits, good will, or other economic loss in connection with, or ar ising out of the services or parts
<br />provided under this Agreement, whether or not the possibility of damage was disclosed to Contractor or could have been reason ably foreseen
<br />by Contractor. Contractor shall not be liable for the payment of any subcontractor or other contractor for materials, service or labor furnished
<br />except where the same is reasonably necessary for Contractor to perform the services described in this Agreement at any locat ion described in
<br />the attached Quote(s) provided that Contractor has approved of payment to the subcontractor in writing for materials, service or labor furnished
<br />by such contractor or subcontractor as long as it does not include any services upon Equipment to be performed by Contractor pursuant to this
<br />Agreement. The liability of the Contractor for any cause whatsoever shall not exceed in value the total of 125% of the contract amount, except
<br />in the event that any damage to the equipment has been caused by the Contractor’s personnel while at the Owner’s site perform ing routine
<br />maintenance or emergency service, in which case liability shall be limited to the extent of the replacement of parts and inst allation thereof by
<br />the Contractor.
<br />11. General
<br />This Agreement and any written amendments represent the entire Agreement between the parties, with neither party relying upon any
<br />representations or promises not incorporated in writing herein. Any amendment to this Agreement shall be in writing and duly executed by the
<br />authorized representatives of the parties. Either Owner or Contractor may terminate this Agreement at any time upon thirty (30) days written
<br />notice. Contractor shall be relieved of any and all obligations, liabilities, and responsibilities hereunder with regard to a ny Power Module and/or
<br />Battery that has been subject to neglect, accident, fire, flood, lightning, vandalism, acts of God, misuse, misappl ication, incorrect connection,
<br />external damage or that has been subject to repair or alteration not authorized by Contractor in writing. Service prices do n ot include rotary
<br />bearing changes on flywheel and rotary UPS equipment. Owner shall be invoiced for, and shall pay for, all services not expres sly provided for
<br />by the terms hereof, including without limitation, site calls involving an inspection that determines no correct ive maintenance is required. Should
<br />parts be taken out of inventory and allocated for a specific job, Contractor reserves the right to invoice separately for the parts if the installation
<br />or labor portion of this job is delayed by Owner. If any provision o f this Agreement is invalidated for any reason, this Agreement shall remain in
<br />force except for the invalid provision. No action arising out of this Agreement, may be brought by either Owner or Contractor more than two (2)
<br />years after the cause of action has arisen or, in the case of action for nonpayment, more than two (2) years after the due date of the last
<br />payment. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. Owner and C ontractor
<br />hereby agree that all disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the State and Federal Courts located
<br />in Hennepin County, Minnesota. Owner shall be liable to Contractor for collection cost s, including reasonable attorney’s fees, Contractor incurs
<br />in collecting any amount payable by Owner under this Agreement.
<br />12. Cancellation Policy
<br />If Owner cancels this Agreement by giving Contractor at least thirty (30) days written notice before the cancellation date, C ontractor will credit
<br />Owner with the unearned amount of the contract price less any unpaid amount for spare parts supplied or labor provided by Con tractor in
<br />connection with emergency service. If Owner cancels this Agreement without giving Contractor at least thirty (30) days written notice, Owner’s
<br />credit will be reduced by a cancellation fee equal to one and one -half (1 1/2) months of the contract price.
<br />13. Confidentiality
<br />The parties recognize that certain technical information which may be disclosed by each to the other in connection with the services provided
<br />under this Agreement represents confidential and valuable and proprietary information, and neither party will, without the wr itten consent of the
<br />other, disclose such information to any person other than those of its employees who must have access to such information in order utilize it for
<br />the Agreement. All such employees shall be required to maintain such information in confidence and each of the parties will t ake such
<br />reasonable steps as may be suggested by the other to encourage or require its employees or former employees to preserve the confidentiality
<br />of such information.
<br />14. Acceptance
<br />Signing a DC Group Contract quote signifies understanding and acceptance of the above Terms and Conditions. This Agreement shall
<br />supersede any other agreement between Owner and Contractor.
<br />DocuSign Envelope ID: 90A4748C-1125-4A3F-8439-DE8F1CA99985
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