HomeMy WebLinkAboutVertiv Corporation - Proposal for Services - Fan/Blower Replacement VERTIV.
Proposal for Service
Vertiv Corporation
Aug 18, 2021
Suncomm 911 Communications
2403 S 18Th Street STE 400
Union Gap, WA, 98903
Thank you for your interest in Vertiv Corporation. We are pleased to submit the
Suncomm 911 Communications following proposal for your review and consideration.
2403 S 18Th Street STE 400 As the rate of change and complexity in your data center increases, Vertiv is the
Union Gap, WA, 98903 dedicated partner that you need to help you achieve your goals.
Q03269747
Please complete all required fields on the signature page and attach your Purchase
Order to assist timely order processing. Should you have any questions regarding
the proposal, feel free to contact me directly at +1 206-576-6961. I look forward to
your response and the opportunity to work together to improve your data center
investment.
Sincerely,
YING VANG
PHONE 949-275-3433
EMAIL Ying.Vang@vertiv.com
Order Q03269747
VERTIV �,'
Liebert UPS Capacitor and Fan Replacement Services:
• Please plan/allow 8-12 weeks for capacitor and fan replacement, (if applicable).
• Replacement of all DC Capacitors.
• Replacement of all Fans and Blowers(if applicable).
• Replacement of all AC Input, Output Capacitors.
• Replacement of all Commutation Capacitors, (if applicable).
Standard Maintenance Contracts :
Site#: 159152, Suncomm 911 Communications
Tag# Description Model# Coverage Type Coverage Amount
(Coverage Dates)
1723273 NX 40-80 38SA060A0A00 AC/DC Capacitors and Fans Replacement $7,014.00
Progress billing: For all projects involving capacitor replacement, progress payments will apply. Invoices will be issued per
the following project milestones:
Milestone Payment Due
Shipment of capacitors Total amount for capacitors and freight
Completion of installation and testing Balance of project price
Total price not including tax: USD$7,014.00
any tax required must be included in customer purchase order
Payment Terms: Net 30 Days
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3 PHASE MODELS - EXCEPT SERIES 300 AND NX 10-30 KVA
LIFE EXTENSION - FAN / BLOWER REPLACEMENT
SERVICE SUMMARY
Features Detail
Service Professional Performed by Vertiv factory trained and authorized technician.Vertiv Services is the OEM service
provider for Liebert products.
Fan Replacement Includes a complete replacement of all fans(all necessary labor and material).
SERVICE PERFORMED
Fan/Blower Replacement Service
1. Check all nuts,bolts,screws,and connections for heat discoloration.
2. Verify new fans/blowers prior to installation.
3. Clean fan/blower assembly area of all dirt and debris.
4. Inspect wiring for loose connections and heat discoloration.Replace,if necessary.
5. Ensure all fan connections are properly done and mechanical connections properly torqued.
6. Dispose of removed fans/blowers(upon request and at time of service).
7. Review system performance with customer to address any system questions.
ASSUMPTIONS AND CLARIFICATIONS
Service to be performed during the Annual preventive maintenance visit,as per the contract purchased on the UPS(excluding national
holidays).Change out can also be performed during a Semi-annual visit if customer agrees to shut down the equipment.If a special
visit was purchased,service is performed at the customer's convenience,regardless of contract purchased on the UPS(excluding
national holidays).
CUSTOMER RESPONSIBILITIES
In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following:
• Point of Contact:Provide an authorized point of contact(s),specific for the scope of work,for scheduling and coordination
purposes.
• Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by
contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access:Prior to time of scheduled work,provide site access including any customer required escort,security clearance,
safety training and badging for Vertiv service personnel.
• Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work,notify
Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc.
• Shutdown:Service may require shutdown of load to ensure electrical connection integrity.
• Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24-hours prior
to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms&Conditions as noted in the Vertiv Services Terms&Conditions or the terms of a Master Agreement between the
parties,if any,shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3 PHASE MODELS - EXCEPT SERIES 300 AND NX 10-30 KVA
LIFE EXTENSION - DC CAPACITOR REPLACEMENT
SERVICE SUMMARY
Feature Detail
Service Professional Performed by Vertiv factory trained and authorized technician.Vertiv Services is the OEM service
provider for Liebert products.
Cap Replacements Includes a complete replacement of all DC capacitors(all necessary labor and material).
SERVICE PERFORMED
DC Capacitor and Fan Replacement Service
1. Check all nuts,bolts,screws,and connectors for tightness and heat discoloration.
2. Verify new capacitor values prior to installation.
3. Clean capacitor decks and buss bars of all dirt,debris,and/or leakage.
4. Record AC ripple voltage and current before,and after,capacitor replacement.
5. Replace DC buss filter capacitors.
6. Inspect DC capacitor wiring for loose connections and heat discoloration.Replace,if necessary.
7. Ensure all capacitor connections are properly torqued.
8. Record new capacitor date codes.
9. Form new DC capacitors.
10. Perform thermal scan of capacitor decks and connections.
11. Dispose of removed capacitors(upon request and at time of service).
12. Review system performance with customer to address any system questions.
ASSUMPTIONS AND CLARIFICATIONS
Service to be performed during the Annual preventive maintenance visit,as per the contract purchased on the UPS(excluding national
holidays).Change out can also be performed during a Semi-annual visit if customer agrees to shut down the equipment.If a special
visit was purchased,service is performed at the customer's convenience,regardless of contract purchased on the UPS(excluding
national holidays).
CUSTOMER RESPONSIBILITIES
In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following:
• Point of Contact:Provide an authorized point of contact(s),specific for the scope of work,for scheduling and coordination
purposes.
• Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by
contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access:Prior to time of scheduled work,provide site access including any customer required escort,security clearance,
safety training and badging for Vertiv service personnel.
• Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work,notify
Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc.
• Shutdown:Service may require shutdown of load to ensure electrical connection integrity.
• Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24-hours prior
to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms&Conditions as noted in the Vertiv Services Terms&Conditions or the terms of a Master Agreement between the
parties,if any,shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS
LIFE EXTENSION - AC CAPACITOR REPLACEMENT
SERVICE SUMMARY
Feature Detail
Service Professional Performed by Vertiv factory trained and authorized technician.Vertiv Services is the OEM service
provider for Liebert products.
Cap Replacements Includes a complete replacement of all AC Input and Output Filter Capacitors(all necessary labor
and material).
SERVICE PERFORMED
AC Capacitor Replacement Service
Check all nuts,bolts,screws,and connections for heat discoloration.
2. Verify new capacitor values prior to installation.
3. Clean capacitor decks and buss bars of all dirt,debris,and/or leakage.
4. Record AC filter currents before and after capacitor replacement.
5. Replace input filter capacitors.
6. Replace output filter capacitors.
7. Replace commutation capacitors,if applicable.
8. Replace power supply electrolytic capacitors,if applicable.
9. Inspect AC,input/output capacitor wiring,and replace if necessary.
10. Properly torque all capacitor connections.
11. Record new capacitor date codes.
12. Perform thermal scan of capacitor decks and connections.
13. Dispose of removed capacitors(upon request and at time of service).
14. Review system performance with customer to address any system questions.
ASSUMPTIONS AND CLARIFICATIONS
Service to be performed during the Annual preventive maintenance visit,as per the contract purchased on the UPS(excluding national
holidays).Change out can also be performed during a Semi-annual visit if customer agrees to shut down the equipment.If a special
visit was purchased,service is performed at the customer's convenience,regardless of contract purchased on the UPS(excluding
national holidays).
CUSTOMER RESPONSIBILITIES
In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following:
• Point of Contact:Provide an authorized point of contact(s),specific for the scope of work,for scheduling and coordination
purposes.
• Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by
contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access:Prior to time of scheduled work,provide site access including any customer required escort,security clearance,
safety training and badging for Vertiv service personnel.
• Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work,notify
Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc.
• Shutdown:Service may require shutdown of load to ensure electrical connection integrity.
• Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24-hours prior
to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms&Conditions as noted in the Vertiv Services Terms&Conditions or the terms of a Master Agreement between the
parties,if any,shall apply.
Order Number: Q03269747
Purchase Order must be assigned to: Payment remittance address:
Vertiv Corporation Vertiv Corporation
1050 Dearborn Dr. PO Box 70474
Columbus, OH 43085 Chicago, IL 60673
F I D#31-0715256
EXCITING NEWS: On Sept. 1, 2018, we transitioned to Vertiv Corporation as our legal entity.
Visit http://vertivco.com/legalentityinfo for changes you may need to make.
PO should be e-mailed or faxed with signed proposal to:
Vertiv Corporation do YING VANG
Attn: YING VANG
Email: Ying.Vang@vertiv.com
Please complete the following information (All fields are required):
Purchase Order Number Purchase Order attached: ❑ Yes ❑ No
If PO NOT attached, please specify reason:
Invoice Delivery Method: ❑ Web Billing (Attach Instructions) ❑ Mail 0 Other
❑Accounts Payable Email
Billing Contact Person: Phone:
Email: Fax#:
Bill-To Company Name: Bill-To Address:
Federal Tax ID# Bill-To City, ST Zip:
Tax Exempt: ❑ Yes(Attach tax exempt certificate) ❑ No
Site Services/IT Contact Person: Phone:
**COVERAGE DETAILS**
For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty(30)days, parts required to bring
equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call.
All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified in any way. This Proposal is valid for 30 days from the date
of this Proposal unless otherwise noted.INFORMATION TO BUYER:This order between the Buyer and Seller is limited to Seller's Terms and Conditions located
at termsconditions.vertivco.com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties,in which case the Terms
and Conditions of the signed agreement shall govern.Seller hereby objects to all Buyer's terms and conditions received by Seller and/or issued by Buyer.
Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order
number is not used,then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below.
Thank you for your business. = /�
I
Proposed By: Acceptrd By;.'
YING VANG Date Buyer� Signature Required Date
Approved Vertiv Law Department KL'`X" .r
.[ �u Printed Name Tile P�ne
(/ t- (75 CITY CONTRACT NO: X.)1-(21� I G
RESOLUTION NO: N' ft.
Vertiv Corporation
• TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the"Seller"and the customer or person or entity purchasing HEREUNDER ARE FURNISHED AS-IS,WHERE-IS,WITH NO WARRANTY WHATSOEVER. THE
goods and/or services("Goods")and/or parts required for services("Parts")or licensing software and/or WARRANTY SET FORTH IN THIS SECTION 5 AND THE WARRANTY SET FORTH IN SECTION 8
firmware,which are preloaded,or to be used with Goods("Software")from Seller is referred to as the ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE
"Buyer." These Terms and Conditions,any price list or schedule,quotation,acknowledgment,Seller's GOODS AND/OR SOFTWARE AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
scope or statement of work,or invoice from Seller relevant to the sale of the Goods,Parts and licensing EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING
of Software by Seller,and all associated terms,conditions and documents incorporated by specific WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
reference herein or therein, constitute the complete and exclusive statement of the terms of the WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN
agreement("Agreement")governing the sale of Goods,Parts,and/or license of Software by Seller to SPECIFICATIONS,DRAWINGS OR OTHERWISE,AND WHETHER OR NOT SELLER'S PRODUCTS
Buyer.Any discrepancies between the terms of the above referenced documents shall be resolved by ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR
Seller Seller's acceptance of Buyer's purchase order is expressly conditional on Buyer's assent to all PURPOSE.
of Seller's terms and conditions of sale, including terms and conditions that are different from or
additional to the terms and conditions of Buyer's purchase order. Buyer's acceptance of the Goods, SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR INDUSTRIAL OR
Parts,and/or Software will manifest Buyer's assent to the terms of this Agreement. Seller reserves the COMMERCIAL USE.This warranty does not extend to any losses or damages due to misuse,accident,
right in its sole discretion to refuse orders. abuse,neglect,normal wear and tear,negligence(other than Seller's),unauthorized modification or
alteration,use beyond rated capacity,unsuitable power sources or environmental conditions,improper
1. PRICES: Unless otherwise specified in writing by Seller,the price quoted or specified by Seller for installation,repair,handling,maintenance or application or any other cause not the fault of Seller To
the Goods,Parts and/or Software shall remain in effect for thirty(30)days after the date of Seller's the extent that Buyer or its agents have supplied specifications,information,representation of operating
quotation,Seller's scope of work or acknowledgment of Buyer's order for the Goods,whichever occurs conditions or other data to Seller in the selection or design of the Goods and/or Software and the
first,provided an unconditional authorization from Buyer for the shipment or performance of the Goods preparation of Seller's quotation,and/or scope of work,and in the event that actual operating conditions
and/or Parts, and/or Software is received and accepted by Seller within such time period. If such or other conditions differ from those represented by Buyer,any warranties or other provisions contained
authorization is not received by Seller within such thirty(30)day period,Seller shall have the right to herein that are affected by such conditions shall be null and void. Buyer assumes all other responsibility
change the price for the Goods,Parts and/or Software to Seller's price for the Goods,Parts,and/or for any loss,damage,or injury to persons or property arising out of,connected with,or resulting from
Software at the time of Seller's shipment or performance thereof. All prices and licensee fees are the use of Goods, Parts, and/or Software, either alone or in combination with other
exclusive of taxes,transportation and insurance,which are to be borne by Buyer.Seller reserves the products/components.
right to correct any obvious errors in specifications or prices Unless otherwise specified by Seller,
Parts, that are required for the performance of services will be furnished at Seller's then prevailing 6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR
prices. A service charge of$19.99 will be added to all orders which,excluding shipping charges,taxes, BREACH OF ANY WARRANTY HEREUNDER(OTHER THAN THE WARRANTY PROVIDED UNDER
and insurance,do not meet the minimum order value of$750.00.The service charge amount and/or SECTION 8)SHALL BE LIMITED TO REPAIR,CORRECTION OR REPLACEMENT,OR REFUND OF
minimum order value may be changed by Seller at any time,without notice. THE PURCHASE PRICE UNDER SECTION 5. SELLER SHALL NOT BE LIABLE FOR DAMAGES
CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET FORTH IN THIS
2. TAXES: Any current or future tax,duty,tariff or governmental charge(or increase in same)affecting AGREEMENT ARE EXCLUSIVE. IN NO EVENT,REGARDLESS OF THE FORM OF THE CLAIM OR
Seller's costs of production,sale,services or delivery or shipment of Goods Parts,and/or Software,or CAUSE OF ACTION(WHETHER BASED IN CONTRACT,INFRINGEMENT,NEGLIGENCE,STRICT
which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery, LIABILITY,OTHER TORT OR OTHERWISE),SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
performance,storage,processing,use or consumption of Goods,Parts,and/or Software,shall be for CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS, PARTS,
Buyer's account and shall be added to the price or billed to Buyer separately,at Seller's election. AND/OR SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF
ACTION.
3. TERMS OF PAYMENT Unless otherwise specified by Seller,terms are net thirty(30)days from
date of Seller's invoice in U.S.currency Seller shall have the right,among other remedies,either to BUYER AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS SHALL NOT
terminate this Agreement or to suspend further performance under this and/or other agreements with EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term
Buyer in the event Buyer fails to make any payment when due,which other agreements Buyer and Seller "consequential damages" shall include, but not be limited to, loss of anticipated profits, business
hereby amend accordingly. Buyer shall be liable for all expenses,including attorneys'fees,relating to interruption,loss of use,revenue,reputation and data,costs incurred,including without limitation,for
the collection of past due amounts. If any payment owed to Seller is not paid when due,it shall bear capital,fuel,power and loss or damage to property or equipment. It is expressly understood that any
interest,at a rate to be determined by Seller,which shall not exceed the maximum rate permitted by technical advice furnished by Seller with respect to the use of the Goods,Parts and/or Software is given
law,from the date on which it is due until it is paid. Seller may preserve its interests in payment by without charge,and Seller assumes no obligation or liability for the advice given,or results obtained,all
enforcing any applicable mechanic's,labor,construction or similar lien rights. Should Buyer's financial such advice being given and accepted at Buyer's risk.
responsibility become unsatisfactory to Seller,cash payments or security satisfactory to Seller may be
required by Seller for future deliveries or performance of Goods,Parts,and/or Software. If such cash 7 INSURANCE:Seller shall maintain the following insurance or self-insurance coverage Worker's
payment or security is not provided, in addition to Seller's other rights and remedies, Seller may Compensation in accordance with the statutory requirements of the state in which the work is
discontinue deliveries or performance. Buyer hereby grants Seller a security interest in all Goods,Parts, performed.Employer's Liability with a limit of liability of$2,000,000 per occurrence for bodily injury by
and/or Software sold to Buyer by Seller,which security interest shall continue until all such Goods,Parts, accident or bodily injury by disease.Commercial General Liability(CGL)for bodily injury and property
and/or Software are fully paid for,and Buyer,upon Seller's demand,will execute and deliver to Seller damage with a limit of$2,000,000 per occurrence and per location aggregate.Automobile Liability
such instruments as Seller requests to protect and perfect such security interest insurance that covers usage of all owned,non-owned and leased vehicles and which is subject to a
combined single limit per occurrence of$2,000,000.Automobile Liability insurance includes Contractual
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain the Liability,but no special endorsements. Buyer expressly acknowledges and agrees that Seller has
delivery date(s)and/or performance dates acknowledged or quoted by Seller,all shipping dates and/or set its prices and entered into this Agreement in reliance upon the limitations of liability,
performance dates are approximate and not guaranteed. Seller reserves the right to make partial insurance coverage, and other terms and conditions specified herein,which allocate the risk
shipments. Seller,at its option,shall not be bound to tender delivery of any Goods, Parts,and/or between Seller and Buyer and form a basis of this bargain between the parties.
Software for which Buyer has not provided shipping instructions and other required information. If the
shipment or performance of the Goods,Parts,and/or Software is postponed or delayed by Buyer for 8. PATENTS AND COPYRIGHTS: Subject to the limitations.of the second paragraph of Section 6 and _
any reason,Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses any and all associated terms,conditions and documents incorporated by specific reference by Seller,
resulting therefrom. For sales in which the end destination of the Goods,Parts,and/or Software is Seller warrants that the Goods and/or Software sold,except as are made specifically for Buyer according
outside of the United States(except for those international sales to Seller's affiliated companies),nsk of to Buyer's specifications,do not infringe any valid U.S.patent or copyright in existence as of the date of
loss and legal title to the Goods,Parts,and/or Software shall transfer to Buyer immediately after the shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any claim or
Goods, Parts,and/or Software have passed beyond the territorial limits of the United States. For suit involving Buyer in which such infringement is alleged and cooperate fully with Seller and permit
international sales to Seller's affiliated companies,all shipments of Goods,Parts,and/or Software are Seller to control completely the defense, settlement or compromise of any such allegation of
made on a Delivered at Terminal(DAT)basis,per Incoterms 2010,with freight charges from Seller's infringement. Seller's warranty as to utility patents only applies to infringement arising solely out of
facility to destination terminal invoiced to buyer either on a Prepaid or PPD/Add basis,as agreed to by Buyer's operation according to Seller's specifications and instructions of such Goods and/or Software.
Seller and Buyer.All other shipments of Goods,Parts,and/or Software are made on an Ex Works(EXV1/) In the event(i)such Goods and/or Software are held to infringe such a U.S.patent or copyright in such
Seller's Shipping Point basis,per Incoterms 2010,with Seller responsible to load goods on Buyer's suit,and the use of such Goods and/or Software is enjoined,or(ii)a compromise or settlement is made
nominated vehicle. Any claims for shortages or damages suffered in transit are the responsibility of by Seller,Seller shall have the right,at its option and expense,to procure for Buyer the right to continue
Buyer and shall be submitted by Buyer directly to the carrier. Notwithstanding the above,risk of loss using such Goods and/or Software,or replace them with non-infringing Goods and/or Software, or
and legal title to Parts shall transfer to Buyer(i)upon delivery by the Seller,or(ii)at the time Parts are modify same to become non-infringing,or grant Buyer a credit for the depreciated value of such Goods
placed in storage due to Buyer's delay or postponement. Shortages or damages must be identified and and/or Software and accept return of them. In the event of the foregoing,Seller may also,at its option,
signed for at the time of delivery.Requests for changes in quoted transportation modes will not be made cancel the agreement as to future deliveries of such Goods and/or Software,without liability.Except as
or accepted on orders already processed unless otherwise mutually agreed upon by Seller and otherwise provided herein,Seller or applicable third party licensor to Seller maintains all right,title and
Buyer. Requests for changes in quoted transportation modes to orders already accepted by Seller will interest in and to the intellectual property in the Goods,Parts,and/or Software.
be subject to new freight terms and billed at the price in effect at the time of the request for change. Any
request for changes to quoted transportation modes must be submitted in writing to Seller and are 9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-
subject to Seller's acceptance and adjustment in freight price.The transportation costs quoted by Seller performance due to acts of God;acts of Buyer;war;epidemic;fire,flood;weather;sabotage;strikes or
may be changed by Seller without notice in order to reflect Seller's prices at the time of shipment and labor disputes; civil disturbances or riots; governmental requests, restrictions, allocations, laws,
will reflect any market increase in transportation costs. If a price for delivery has been quoted,any regulations, orders or actions; unavailability of or delays in transportation; default of suppliers, or
changes at the destination for transportation modes,spotting,switching,handling,storage and other unforeseen circumstances, acts or omissions of Buyer, or any events or causes beyond Seller's
accessorial services and demurrage shall be borne by the customer, and any related increase in reasonable control. Deliveries or other performance may be suspended for an appropriate period of
transportation charges shall be added to the quoted price. time or canceled by Seller upon notice to Buyer in the event of any of the foregoing,but the balance of
this Agreement shall otherwise remain unaffected as a result of the foregoing. If Seller determines that
5. LIMITED WARRANTY: Subject to the limitations of Section 6,Seller's standard warranty that is its ability to supply the total demand for the Goods,Parts,and/or Software,or to obtain material used
applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the directly or indirectly in the manufacture of the Goods,Parts,and/or Software,is hindered,limited or
sale of Seller's Goods and/or Software and its terms,conditions and limitations are incorporated by made impracticable due to causes set forth in the preceding paragraph,Seller may delay performance
reference herein and Seller warrants that it will perform the services as described in these terms and and/or allocate its available supply of the Goods, Parts, Software, and/or such material (without
conditions and will exercise all reasonable skill, care and due diligence in the performance of the obligation to acquire other supplies of any such Goods, Parts, Software, or material) among its
services.Seller warrants that all services performed shall be free from faulty workmanship for a period purchasers on such basis as Seller determines to be equitable without liability for any failure of
of thirty(30)days from completion of services.Thermal Solution Components,including but not limited performance which may result therefrom.
to,fans,air-to-air heat exchangers,air conditioners,emergency DC vent systems and filtered thermal
vent systems are warranted to be free from defects in material and workmanship for a period of twelve 10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and upon
(12)months from date of shipment,or manufacturer's pass through warranty,whichever is longer, payment to Seller of Seller's cancellation charges which include,among other things,all costs and
provided the following conditions are met:(i)Semi-annual preventive maintenance logs are maintained expenses incurred,and,to cover commitments made,by the Seller and a reasonable profit thereon.
by Buyer and such logs are available to Seller upon request;and(ii)Input voltage to the air conditioner Seller's determination of such cancellation charges shall be conclusive.
unit does not vary by greater than+/-10%;and(iii)in the event of accidental or.intentional shut-off,a
Thermal Solution Component will not be restarted for at least five(5)minutes,and(iv)The refrigerant 11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software
specified on the unit nameplate label will be the only refrigerant utilized in the air conditioner unit;and, consistent with Seller's specifications and criteria. In the event such changes or additions are accepted
(v)Buyer complies with all installation,operations and maintenance instructions provided by Seller. by Seller,Seller may revise the price,license fees,and dates of delivery and/or performance dates.
Goods,Parts and/or Software purchased by Seller from a third party for resale or license to Buyer Seller reserves the right to change designs and specifications for the Goods,Parts,and/or Software
("Resale Products")shall carry only the warranty extended by the original manufacturer.To the extent without prior notice to Buyer,except with respect to Goods,Parts,and/or Software being made-to-order
assignable,Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of for Buyer. Seller shall have no obligation to install or make such change in any Goods,Parts,and/or
such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE PRODUCTS FURNISHED Software manufactured prior to the date of such change
12 NUCLEAR/MEDICAL: GOODS,PARTS,AND SOFTWARE SOLD HEREUNDER ARE NOT FOR 23 NON-SOLICITATION: Buyer shall not solicit,directly or indirectly,or employ any employee of Seller
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED during the period any Goods are being provided to Buyer and for a period of one(1)year after the last
APPLICATIONS Buyer accepts Goods,Parts,and Software with the foregoing understanding,agrees provision of Goods.
to communicate the same in writing to any subsequent purchasers or users and to defend,indemnify
and hold harmless Seller from any claims,losses,suits,judgments and damages,including incidental 24 GENERAL PROVISIONS: These terms and conditions supersede all other communications,
and consequential damages,arising from such use,whether the cause of action be based in tort,contract negotiations and prior oral or written statements regarding the subject matter of this Agreement No
or otherwise,including allegations that the Seller's liability is based on negligence or strict liability. change,modification,rescission,discharge,abandonment,or waiver of these terms and conditions shall
be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
13. ASSIGNMENT Buyer shall not assign its rights or delegate its duties hereunder or any interest representative of Seller. No conditions,usage of trade,course of dealing or performance,understanding
herein without the prior written consent of Seller,and any such assignment,without such consent,shall or agreement purporting to modify,vary,explain,or supplement this Agreement shall be binding unless
be void. hereafter made in writing and signed by the party to be bound,and no modification or additional terms
shall be applicable to this Agreement by Seller's receipt,acknowledgment,or acceptance of purchase
14 SOFTWARE Notwithstanding any other provision herein to the contrary,Seller or applicable third orders, shipping instruction forms, or other documentation containing terms at variance with or in
party licensor to Seller shall retain all rights of ownership and title in its respective Software,including addition to those set forth herein Any such modifications or additional terms are specifically rejected
without limitation all rights of ownership and title in its respective copies of such Software Except as and deemed a material alteration hereof If this document shall be deemed an acceptance of a prior
otherwise provided herein,Buyer is hereby granted a nonexclusive,non-transferable royalty free license offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or
to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing such different terms set forth herein. Seller reserves the right to subcontract Services to others No waiver
Goods purchased from Seller All other Software shall be furnished to,and used by,Buyer only after by either party with respect to any breach or default or of any right or remedy,and no course of dealing,
execution of Seller's(or the licensor's)applicable standard license agreement,the terms of which are shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or
incorporated herein by reference remedy, unless such waiver be expressed in writing and signed by the party to be bound All
typographical or clerical errors made by Seller in any quotation,acknowledgment or publication are
15. TOOLING. Tool,die,and pattern charges,if any,are in addition to the price of the Goods and are subject to correction.
due and payable upon completion of the tooling. All such tools,dies and patterns shall be and remain
the property of Seller. Charges for tools,dies,and patterns do not convey to Buyer,title,ownership The validity,performance,and all other matters relating to the interpretation and effect of this Agreement
interest in,or rights to possession or removal,or prevent their use by Seller for other purchasers,except shall be governed by the law of the state of Washington without regard to its conflict of laws principles.
as otherwise expressly provided by Seller and Buyer in writing with reference to this provision Buyer and Seller agree that the proper venue for all actions arising in connection herewith shall be only
in Ohio and the parties agree to submit to such jurisdiction No action,regardless of form,arising out of
16 DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically transactions relating to this contract,may be brought by either party more than two(2)years after the
identified in Seller's quotation. If additional copies of data/documentation are to be provided by Seller. cause of action has accrued The U N Convention on Contracts for the International Sales of Goods
it shall be provided to Buyer at Seller's applicable prices then in effect. shall not apply to this agreement.
17. INSPECTION/TESTING. Buyer,at its option and expense,may observe the inspection and testing 25 DATA COLLECTION AND USE:By using the Goods,Parts and/or Software,Buyer grants Seller,
by Seller of the Goods and/or Software for compliance with Seller's standard test procedures prior to its affiliates,subsidiaries,and service providers,a non-exclusive,irrevocable,royalty free,worldwide
shipment,which inspection and testing shall be conducted at Seller's plant at such reasonable time as right and license to collect,compile,retain,use,reproduce,and create derivative works of,your non-
is specified by Seller Any rejection of the Goods and/or Software must be made promptly by Buyer personal information and data,which includes without limitation,all data,materials,reports,text,sound,
before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met when the video,image files,software or any other information("Service Data")that is provided by,or on behalf of,
Goods and/or Software meet Seller's criteria for such procedures. If Buyer does not inspect the Goods Buyer.or collected or compiled by Seller,its affiliates,subsidiaries,or service providers through the
and/or Software at Seller's plant as provided herein,Buyer shall have ten(10)days from(i)the date of Goods, Parts, and/or Software. Seller, its affiliates, subsidiaries,and service providers may collect,
delivery of Goods, Parts,and/or Software and(ii)from the date of completion of each portion of the compile, retain,use,reproduce,and create derivative works of Service Data.(i)to provide services,
services to inspect the Goods,Parts,and/or Software,and in the event of any nonconformity,Buyer support,and maintenance;(ii)to develop and improve products,software,and services,and(iii)for
must give written notice to Seller within said period stating why the Goods,Parts,and/or Software are scientific and technical research and marketing purposes.Buyer is solely responsible for the Service
not conforming. Failure by Buyer to give such notice constitutes unqualified acceptance of the Goods, Data,and Buyer will secure and maintain all rights necessary for Seller,its affiliates,subsidiaries,and
Parts,and/or Software Buyer's sole remedy for non-conforming services shall be correct performance service providers to process and use Service Data as described in this paragraph without violating the
of services incorrectly performed by Seller rights of any third party or otherwise obligating Seller,its affiliates,subsidiaries,and service providers to
Buyer or any third party The Service Data will be aggregated with other information,materials,or data
18 RETURNED GOODS. Advance written permission to return Goods,Parts,and/or Software must collected or compiled by, or provided to, Seller, its affiliates, subsidiaries,or service providers and
be obtained from Seller in accordance with Seller's then current Return Material Authorization(RMA) anonymized,such that the Service Data will not intentionally reveal Buyer's identity.In accordance with
procedures and a return authorization number issued. Such Goods,Parts,and/or Software must be(i) applicable law,Service Data may be transferred,transmitted,or distributed to,stored,and processed
current,unused,catalogued Goods,Parts,and/or Software,still in original packaging(ii)free of all liens, in,cloud computing environments in the United States or any other country in which Seller,its affiliates,
encumbrances,or other claims,and(is)shipped,transportation prepaid,to Seller's specified location subsidiaries,or service providers maintain operations. By using the Goods,Parts,and/or Software,
Returns made without proper written permission will not be accepted by-Seller Seller reserves the right Buyer agrees to such use,transfer,transmission,distribution,storage,and processing of the Service -
to inspect Goods,Parts,and/or Software prior to authorizing return. Data.Seller,its affiliates,subsidiaries,and service providers will retain Service Data for as long as is
necessary for Seller and its affiliates and subsidiaries business purposes in accordance with applicable
19. BILLABLE SERVICES' Additional charges will be billed to Buyer at Seller's then prevailing labor law The rights and licenses granted herein to Seller's service providers shall only be granted to the
rates and Parts prices for any of the following: a)any services not specified in Seller's quotation,Seller's extent service providers are providing goods and services on Seller's and its affiliates and subsidiaries
order acknowledgement,Seller's scope of work,or other documents referenced herein and therein,b) behalf.
any services performed at times other than Seller's normal service hours,c)if timely and reasonable
site and/or equipment access is denied the Seller service representative, d)if it is necessary.due to 26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise affiliated
local circumstances,to use union labor or hire an outside contractor,Seller service personnel will provide with Buyer in accordance with Seller's"Privacy Notice for Customers and Suppliers—California"
supervision only and the cost of such union or contract labor will be charged to Buyer;(e)if Service or available here www vertiv.com/ca-privacy(the"Notice"),which Notice the Buyer hereby acknowledges
repair is necessary to return equipment to proper operating condition as a result of other than Seller(i) having received,read,and understood. In the event of any queries or concerns with its contents,Buyer
maintenance, repair, or modification (including, without limitation, changes in specifications or must contact Seller at the contact details provided in the Notice prior to entering into this Agreement or
incorporation of attachments or other features), (ii)misuse or neglect, (including,without limitation, the commencement of performance hereunder,in failure of which,the terms of the Notice will be deemed
failure to maintain facilities and equipment in a reasonable manner),(iii)failure to operate equipment in accepted and consented to in their entirety
accordance with applicable specifications,and(iv)catastrophe,accident, or other causes external to
equipment;(f)Seller's performance is made more burdensome or costly as a result of Buyer's failure to 27 ADDITIONAL SERVICE CONDITIONS' The Buyer shall furnish to Seller,at no cost, suitable
comply with its obligations herein,or(g)any additional obligations or requirements,including but not working space,storage space,adequate heat,telephone,light,ventilation,regulated electric power and
limited to those related to insurance requirements,service delivery,building entry or technical training outlets for testing purposes. The facilities shall be within a reasonable distance from where the Goods
are to be provided. Seller and its representatives shall have full and free access to the equipment in
20 DRAWINGS. Seller's documentation, prints and drawings (including without limitation, the order to provide the necessary Goods. Buyer authorizes Seller to send a service technician or an
underlying technology)furnished by Seller to Buyer in connection with this Agreement are the property authorized agent to access any site requested by Buyer to perform services, including services on
of Seller and Seller retains all rights,including without limitation,exclusive rights of use,licensing and different scopes of work and equipment as requested by Buyer. Buyer shall provide the means to shut-
sale. Possession of such prints or drawings does not convey to Buyer any rights or license,and Buyer off and secure electric power to the equipment and provide safe working conditions.Seller is under no
shall return all copies(in whatever medium)of such prints or drawings to Seller immediately upon obligation to remove or dispose of Parts or equipment unless specifically agreed upon in Seller's scope
request therefor. Notwithstanding the foregoing,Buyer may use the documentation,prints and drawings of work Buyer shall immediately inform Seller,in writing,at the time of order placement and thereafter,
in connection with the use of the Goods,Parts,and/or Software of any unsafe or hazardous substance or condition at the site,including.but not limited to,the presence
of asbestos or asbestos-containing materials,and shall provide Seller with any applicable Material Data
21 BUYER SUPPLIED DATA To the extent that Seller has been provided by,or on behalf of,Buyer Safety Sheets regarding the same Any losses,costs,damages,claims and expenses incurred by Seller
any specifications,description of operating conditions or other data and information in connection with as a result of Buyer's failure to so advise Seller shall be borne by Buyer Seller,in its sole discretion and
the selection or design of the Goods,Parts,and/or Software,and/or the provision of services,and the without cost or penalty,reserves the right to cancel its performance under this Agreement or any order
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon immediately upon written notice to Buyer following Seller discovery of unsafe or hazardous site
by Seller,any warranties or other provisions contained herein which are affected by such conditions substance or condition or any other circumstance altering Seller's performance hereunder.Buyer shall
shall be null and void appoint a representative familiar with the site and the nature of Seller's performance to be accessible at
all times that Seller personnel are at the site Seller shall not be liable for any expenses incurred by
22 EXPORT/IMPORT Buyer agrees that all applicable import and export control laws,regulations, Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyer's building
orders and requirements,including without limitation those of the United States and the European Union, structure that restricts Seller access. Buyer personnel shall cooperate with and provide all necessary
and the jurisdictions in which the Seller and Buyer are established or from which Goods,Parts,Software, assistance to Seller Seller shall not be liable or responsible for any work performed by Buyer
and services may be supplied,will apply to their receipt and use. In no event shall Buyer use,transfer,
release, import,export, Goods, Parts, or Software in violation of such applicable laws, regulations, 28. INDEMNITY:Each party shall indemnify and hold the other party harmless from loss,damage,
orders or requirements liability or expense resulting from damage to personal property of a third party,or injuries, including
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death, to third parties to the extent caused by a negligent act or omission of the party providing
indemnification or a party's subcontractors, agents or employees during performance of services
hereunder.Such indemnification shall be reduced to the extent damage or injuries are attributable to
others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
for the indemnitee's own fault or negligence.The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification,provided that the indemnifying party is:
i)promptly notified by the other party,in writing,of any claims,demands or suits for such damages or
injuries;ii)given all reasonable information and assistance by the other party;iii)given full control over
any resulting negotiation,arbitration or litigation,including the right to choose counsel and settle claims,
or the indemnifying party's obligations herein shall be deemed waived.
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