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Quote #: 00045934
<br />1.800.838.7927 | dc-group.com
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<br />DCG-QPM-FRM0004 05/22/2023
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<br />6. Insurance
<br />Contractor will, at its own cost and expense, obtain and maintain in full force and effect the following insurance with sound and reputable insurers during the term of this Agreement: (1) Worker's Compensation
<br />insurance in accordance with the statutory requirements of the state in which the maintenance is to be performed, (2) Automobile Liability insurance on all motor vehicles licensed for highway use and (3)
<br />Comprehensive Liability insurance for bodily injury and property damage.
<br />7. Warranty
<br />Contractor shall perform the services under this Agreement in a professional and workmanlike manner. The foregoing is Owner's sole warranty, and is in lieu of all express or implied warranties including any
<br />implied warranty of merchantability or fitness for a particular purpose. Contractor's warranty obligation is conditioned upon receipt of all payments due from Owner under this Agreement. In addition to the
<br />obligation to maintain the Equipment, Contractor hereby warrants to Owner (and only to Owner) any part supplied pursuant to this Agreement or replaced pursuant to this Agreement, to be free from defect in
<br />material and workmanship under normal use and service for a period of thirty (30) days from date of installation thereof. This warranty does not cover: (1) Failure of a part due to improper maintenance by entities
<br />other than Contractor; (2) damage caused by external sources as described in section 11 below; (3) damage to branch circuit breakers or damages to UPS or load loss caused by external circuit breakers; or (4)
<br />structural component damage, such as: commutator, structural frame, bearings, transformers, rust or corrosion, damage to the frame of the UPS unit or its wheels. For any warranty claim, Owner shall provide
<br />prompt written notice and explanation of circumstances. Owner's sole and exclusive remedy under this warranty shall be repair or replacement at Contractor's election. Unless otherwise provided for in this
<br />Agreement, Contractor's liability under this warranty shall be limited to the repair or replacement 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 Contractor. This Agreement shall be binding upon all parties hereto,
<br />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 may be held to result solely and directly from or out of (1) any grossly negligent
<br />performance by Contractor of its obligations under this Agreement or, (2) any 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, special or consequential damages such as, but not limited to, lost profits, good will, or other
<br />economic loss in connection with, or arising out of the services or parts provided under this Agreement, whether or not the possibility of damage was disclosed to Contractor or could have been reasonably
<br />foreseen by Contractor. Contractor shall not be liable for the payment of any subcontractor or other contractor for materials, service or labor furnished except where the same is reasonably necessary for
<br />Contractor to perform the services described in this Agreement at any location described in the attached Quote(s) provided that Contractor has approved of payment to the subcontractor in writing for materials,
<br />service or labor furnished by such contractor or subcontractor as long as it does not include any services upon Equipment to be performed by Contractor pursuant to this Agreement. The liability of the Contractor
<br />for any cause whatsoever shall not exceed in value the total of 125% of the Contract amount, except in the event that any damage to the Equipment has been caused by the Contractor's personnel while at the
<br />Owner's site performing routine maintenance or emergency service, in which case liability shall be limited to the extent of the replacement of parts and installation thereof by 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 representations or promises not incorporated in writing herein. Any
<br />amendment to this Agreement shall be in writing and duly executed by the authorized representatives of the parties. Either Owner or Contractor may terminate this Agreement at any time upon thirty (30) days
<br />written notice. Contractor shall be relieved of any and all obligations, liabilities, and responsibilities hereunder with regard to any Equipment that has been subject to neglect, accident, fire, flood, lightning,
<br />vandalism, acts of God, misuse, misapplication, incorrect connection, external damage or that has been subject to repair or alteration not authorized by Contractor in writing. Service prices do not include rotary
<br />bearing changes on flywheel and rotary UPS equipment. Owner shall be invoiced for, and shall pay for, all services not expressly provided for by the terms hereof, including without limitation, site calls involving an
<br />inspection that determines no corrective maintenance is required. Should parts be taken out of inventory and allocated for a specific job, Contractor reserves the right to invoice separately for the parts if the
<br />installation or labor portion of this job is delayed by Owner. If any provision of this Agreement is invalidated for any reason, this Agreement shall remain in force except for the invalid provision. No action arising out
<br />of this Agreement, may be brought by either Owner or Contractor more than two (2) 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
<br />the last payment. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. Owner and Contractor hereby agree that all disputes arising out of this Agreement
<br />shall be submitted solely to the jurisdiction of the State and Federal Courts located in Hennepin County, Minnesota. Owner shall be liable to Contractor for collection costs, including reasonable attorney's fees,
<br />Contractor incurs 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, Contractor will credit Owner with the unearned amount of the contract price less any unpaid
<br />amount for spare parts supplied or labor provided by Contractor in 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 under this Agreement represents confidential and valuable and
<br />proprietary information, and neither party will, without the written consent of the other, disclose such information to any person other than those of its employees who must have access to such information in order
<br />utilize it for the Agreement. All such employees shall be required to maintain such information in confidence and each of the parties will take such reasonable steps as may be suggested by the other to encourage
<br />or require its employees or former employees to preserve the confidentiality of such information.
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<br />DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807
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