HomeMy WebLinkAboutVertiv Corporation - Stationary Battery Systems VRLA (Sealed) Battery Full String Replacement kf
VERTIV
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Proposal for Service
Vertiv Corporation
6/13/2024
YAKIMA CNTY RESOURCE CTR
2403 S 18TH ST
UNION GAP,WA, 98903
6/13/2024 Thank you for your interest in Vertiv Corporation. We are pleased to submit the
YAKIMA CNTY RESOURCE CTR following proposal for your review and consideration.
2403 S 18TH ST
UNION GAP,WA 98903 As the rate of change and complexity in your critical infrastructure increases,
CPQ-695427-1 Vertiv is the dedicated partner that you need to help you achieve your goals.
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(206)576-6961. I look forward to
your response and the opportunity to work together to improve your critical
infrastructure investment.
Sincerely,
Keaton Isaacson
1521 N.Argonne Rd, Suite C 104
Spokane Valley WA 99212
PHONE: (303)396-3912
EMAIL: Keaton.lsaacson@vertiv.com
Order CPQ-695427-1
VERTIV
We are pleased to submit the following proposal for replacement of your batteries for your
consideration. Please refer to the Scope of Work for specific coverage information. Below is a
summary of the services included in this quote.
Site#: 1162199
YAKIMA CNTY RESOURCE CTR
2403 S 18TH ST
UNION GAP, WA
98903
US
Line Item Line Item Pricing
Tag#1725192 QTY 40-HX400 $7,766.00
New Battery Verification Service $1,085.701
Tag#1725195 QTY 40-HX400 $7766.00'
Freight 1
Lead Credit ($1, 303 84),
4 ,
Subtotal $16,718.28i
Select One Option: Installation Total
_Normal Hours(M-F 8am to 5pm) $4,857.49 $21.575.77
_After Hours(M-F 5pm to 8am, and/or all day Saturday) $6,671.61 $23,389.89
Sunday/Holiday $8,757.68 $25,475.96
(NOT including tax:any tax required must be included in customer purchase order amount)
Payment Terms: Net 30 Days
Progress billing: For all projects involving battery replacement, progress payments will
apply. Invoices will be issued per the following project milestones:
Milestone Payment Due
Shipment of batteries Total amount for batteries and freight
Completion of installation and testing Balance of project price
VERTIV
STATIONARY BATTERY SYSTEMS
VRLA(SEALED) BATTERY
FULL STRING REPLACEMENT
SERVICE SUMMARY
Feature Detail
Customer Support Includes access to the Customer Resolution Center(1-800-543-2378)and the Vertiv Customer
Services Network Online Internet portal.
Service Professional Performed by Vertiv factory trained and authorized technician.Vertiv Services is the OEM service
provider for Liebert products.
Battery Recycling Includes battery recycling as required,with documentation meeting EPA requirements.
Alber Commissioning Includes commissioning of Alber battery monitoring hardware,if battery monitoring is present.
SERVICE PERFORMED
1. Ensure the battery system is disconnected from UPS and battery system is safe to be worked with.
2. Verify the integrity of the battery rack/cabinet.
3. Remove all modules.
4. Measure and record all open circuit voltages for all units to ensure they can be placed in the string(s)and online.
5. Replace with new units in the exact same orientation as the old units.
6. Replace hardware if supplied with the new batteries.If not supplied,inspect,clean and neutralize the existing cables and clean
the racks/trays from any possible leaking batteries.
7. Clean any corrosion from cables if re-using existing cables and clean the racks/trays from any possible leaking batteries.
8. Add a thin coat of anti-corrosion inhibitor to the face of the connector and to the contact surface of the battery terminal or as
directed by the battery manufacturer.
9. Install tab washers for battery monitoring senses leads.
10. Torque all connections to the specific"inch pound"requirement specified by the manufacturer of the battery.
11. Ensure all battery monitoring wires are connected properly,if battery monitoring is present.
12. Verify that no ground faults exist prior to energizing the battery.
13. Return the battery system to normal float per the manufacturer's guidelines.
14. Measure and record the total battery float voltage(at the battery).
15. Measure and record charging current.
16. Measure and record the overall AC ripple voltage.
17. Measure and record the overall AC ripple current.
18. Measure and record the ambient temperature.
19. Measure and record 100%of the jar temperatures.
20. Measure and record the float voltage of all jars.
21. Commission the Alber monitor(if present)following the standard commissioning procedures.
14 VERTIV
Scope of Work Battery VRLA Full String Replacement ^2ev 06/0E/2017
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22. Provide the battery the proper Freshening charge per the manufacturer's guidelines.
23. Clean the site of any foreign materials left behind.
24. Prepare batteries for recycling and transportation(wrap the batteries with plastic wrap to secure them to the pallets)
Site specific Requirements for Full String Replacement for VRLA Batteries
1. Standard dock delivery that accommodates a standard size semi-truck with an onsite forklift or pallet jack(at least 4,000 lb
capacity)
2. Inside staging area large enough for the batteries being installed and removed.
3. Inside,staging area must be within 50'of the dock area.
4. Battery room/cabinets must be within 200'of the staging area.
5. Doorways at least 34"in width.
6. Elevators within easy access and be rated for at least 4,000 lbs.
7. In the event that the customer needs a service or has a site requirement that falls outside of the Basic Installation Services or
Basic Site Requirements,Vertiv Services will provide the customer with an additional quote for said Special Installation Services
or in response to said Special Site Requirements,and if agreed to by the customer,the customer shall be separately invoiced the
additional amounts set forth in the quote.Please notify your salesperson if you require Special Installation Services or have any
other Special Site Requirements for which there will be an additional charge.
8. Special Installation Services and Special Site Requirements for which there will be additional costs and charges include.but are
not limited to:
1. Inside delivery
2. Ground Delivery
3. Floor Protection
4. Floor Loading Limitations
5. Delivery Path Includes Stairways,Ramps or Other Obstructions
6. Use of Cranes
7. Exclusive labor requirements installations
9. If Alber battery monitoring is present,access to the Central computer must be provided at the time of the battery installation for
commissioning and developing of the new database.If access is not provided at the time of installation and a return trip is
required to commission the Alber Monitor,there will be additional charges applied.
ASSUMPTIONS AND CLARIFICATIONS
If the Alber monitor is not commissioned at the time of the battery installation there could be nuisance alarms generated,until the
system is properly commissioned.The data from an un-commissioned Alber Monitor cannot be used for warranty purposes.
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.
VERTIV
Scope of Work Battery VRLA Full String Replacement Rev'06/08/2017 Page 2 of 12
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VERTIV
• 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.
gl°4 VERTIV
Scope or Work Battery VRLA Full String Replacement
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VERTIV_
SC �:
SEALED VRLA BATTERIES
BATTERY VERIFICATION SERVICE
SERVICE SUMMARY
Feature Detail
On-Site Service Includes 2 site visits on new installations or prior to a load bank test.Scheduled by the customer at
the customers convenience(excluding national holidays).
Service Professional Performed by Vertiv factory trained and authorized technician.Vertiv Services is the OEM service
provider for Liebert products.
IEEE Ensures battery installation meets manufacturer and IEEE requirements.
Freshening Charge For new installations Vertiv Services will perform the initial freshening charge on the batteries.Water
additions for VLA(if applicable),will be addressed as needed after the equalize/freshening charge
has been completed.
SERVICE PERFORMED
Battery Verification Service
First trip:
1. Inspect the appearance and cleanliness of the battery and the battery room area.Record any findings
2. Visually inspect the jars and covers for cracks and leakage.Record any findings
3. Visually inspect the racks or cabinets for any deficiencies.Record any findings.
4. Confirm that ventilation is provided.
5. Visually inspect for evidence of corrosion at terminals and connectors ensuring that the connections meet manufacturer's
requirements.
6. Tighten all battery connections to the battery manufacturer's specifications and record the value utilized.
7. Ensure connections are properly prepped per the manufacturers IOM.
8. Measure and record the total string voltage.
9. Measure and record the float voltage of all cells.
10. Measure and record the ambient temperature.
11. Measure and record the jar temperature.
12. Place battery online.
13. Verify and record the battery float voltage.
14. Measure and record the AC ripple voltage.
15. Measure and record the AC ripple current.
16. Follow Note 2,below.
Second Trip:
1. Measure and record the ambient temperature.
2. Measure and record cell temperatures.
VERTIV
Scope of Work Battery Sealed Batt Verification Rev-04/0E/2017 Page 1 of IZ
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VERTIV
3. Measure and record the total battery float voltage and charging current.Verify proper float voltage is applied per the
manufacturer.
4. Measure and record the float voltage of each jar/cell.
5. Measure and record the AC ripple voltage.
6. Measure and record the AC ripple current.
7. Measure and record the internal ohmic value of each jar.
8. Provide a detailed written report noting any deficiencies and corrective action taken and/or required.
ASSUMPTIONS AND CLARIFICATIONS
Does not include parts or return corrective visits.
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.
VERTIV
Scope o` "lock Battery Sealed Batt Verification • -- -
Avocent' Liebert' NetSure'' Trellis'"
VERTIV:
Proposal Number:CPQ-695427-1
Purchase order must be assigned to: Payment remittance address:
Vertiv Corporation Vertiv Corporation
505 N. Cleveland Avenue. PO Box 70474
Westerville, OH 43082 Chicago, IL 60673
FID#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 Keaton Isaacson
Email: Keaton.lsaacson@vertiv.com
Fax: (206)763-6700
Please complete the following information(All�fields are required):
Purchase Order Number: go-i\ - 3'1 I I Purchase Order attached: es 0 No
If PO NOT attached, please specify reason: //
Invoice Delivery Method: 0 Web Billing(Attach Instructions) p' ail 0 Other
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❑Accounts Payable Email C(�G . MS Ir�w "1 KW-G• t/
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Billing Contact Person: tGI L Yv\I� b hone.
Email:Qe )• -ASVV4 Dr @l( OA YWITA.5.1V Fax#: S
Bill-To Company Name: SIA V�AM\YV� Bill-To Address: U l b 3 I 1 nV4 Sn� " I(Q
Federal Tax ID# " 1 I - VP V 0 13 {AV I Ip V In Bill-To City, ST Zip: 16 3
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Tax Exempt: 0 Yes(Attach taxx x/empt cerrtinficate)/� Nn [XNo
Site Services/IT Contact Person:'' r (k MLA 1°1k� Phone: / Di 51 b
**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 cat.
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.
Proposed By: AccPt , ., ,,,,`') /2,
.`JCeatc+n.9oaacisac 4�lat G/13/2U24 � G !aoL1,
Keaton Isaacson Date r Signature R uired Date
VILfivrrA Y
Printed Name Title(j J inP
CITY CONTRACT NO: aN/14-I1'` ( 0G1Y- --75—(.20'-Eb
0 VERTIV RESOLUTION NO: ti IA
Scope of Work I Battery Sealed Batt Verification Rev:04/O5/2017 Page 3 of 12
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Vertiv Corporation
TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the "Seller and the customer or person or entity quoted transportation modes must be submitted in writing to Seller and are subject to Seller's
purchasing goods and/or services("Goods")and/or parts required for services("Parts")or licensing acceptance and adjustment in freight price. The transportation costs quoted by Seller may be
software and/or firmware,which are preloaded,or to be used with Goods("Software")from Seller is changed by Seller without notice in order to reflect Seller's prices at the time of shipment and will
referred to as the"Buyer."These Tern-is and Conditions, any pnce list or schedule, quotation, reflect any market increase in transportation costs. If a price for delivery has been quoted, any
acknowledgment,Seller's scope or statement of work,or invoice from Seller relevant to the sale of changes at the destination for transportation modes,spotting,switching,handling,storage and other
the Goods, Parts and licensing of Software by Seller, and all associated terms, conditions and accessorial services and demurrage shall be borne by the customer,and any related increase in
documents incorporated by specific reference herein or therein,constitute the complete and exclusive transportation charges shall be added to the quoted price.
statement of the terms of the agreement("Agreement")governing the sale of Goods,Parts,and/or
license of Software by Seller to Buyer.Any discrepancies between the terms of the above referenced 5. LIMITED WARRANTY: Subject to the limitations of Section 6,Seller's standard warranty that is
documents shall be resolved by Seller.Seller's acceptance of Buyer's purchase order is expressly applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the
conditional on Buyer's assent to all of Seller's terms and conditions of sale,including terms and sale of Seller's Goods and/or Software and its terms,conditions and limitations are incorporated by
conditions that are different from or additional to the terms and conditions of Buyer's purchase order. reference herein and Seller warrants that it will perform the services as described in these terms and
Buyer's acceptance of the Goods,Parts,and/or Software will manifest Buyer's assent to the terms of conditions and will exercise all reasonable skill,care and due diligence in the performance of the
this Agreement.Seller reserves the right in its sole discretion to refuse orders. services Seller wan-ants that all services performed shall be free from faulty workmanship for a
period of thirty(30)days from completion of services.Thermal Solution Components,including but
1. PRICES: Unless otherwise specified in writing by Seller,the price quoted or specified by Seller for not limited to,fans,air-to-air heat exchangers,air conditioners,emergency DC vent systems and
the Goods,Parts and/or Software shall remain in effect for thirty(30)days after the date of Seller's filtered thermal vent systems are warranted to be free from defects in material and workmanship for a
quotation, Seller's scope of work or acknowledgment of Buyer's order for the Goods,whichever period of twelve (12) months from date of shipment, or manufacturer's pass through warranty,
occurs first,provided an unconditional authorization from Buyer for the shipment or performance of whichever is longer, provided the following conditions are met: (i) Semi-annual preventive
the Goods and/or Parts,and/or Software is received and accepted by Seller within such time period. maintenance logs are maintained by Buyer and such logs are available to Seller upon request;and
If such authorization is not received by Seller within such thirty(30)day period,Seller shall have the (ii)Input voltage to the air conditioner unit does not vary by greater than+/-10%,and(iii)in the event
right to change the price for the Goods,Parts and/or Software to Seller's price for the Goods,Parts, of accidental or intentional shut-off,a Thermal Solution Component will not be restarted for at least
and/or Software at the time of Seller's shipment or performance thereof.All prices and licensee fees five (5) minutes; and (iv) the refrigerant specified on the unit nameplate label will be the only
are exclusive of taxes,transportation and insurance,which are to be borne by Buyer Seller reserves refrigerant utilized in the air conditioner unit;and,(v)Buyer complies with all installation,operations
the right to correct any obvious errors in specifications or prices and,in the event of a force majeure and maintenance instructions provided by Seller.Goods,Parts and/or Software purchased by Seller
event,make equitable adjustments in Seller's price for the Goods,Parts,and/or Software prior to from a third party for resale or license to Buyer("Resale Products")shall carry only the warranty
Seller's shipment or performance thereof. Unless otherwise specified by Seller, Parts that are extended by the original manufacturer. To the extent assignable, Seller assigns to Buyer any
required for the performance of services will be furnished at Seller's then-prevailing prices.A service warranties that are made by manufacturers and suppliers of such Resale Products. EXCEPT AS
charge of$19.99 will be added to all orders which,excluding shipping charges,taxes,and insurance, SPECIFIED ABOVE,RESALE PRODUCTS FURNISHED HEREUNDER ARE FURNISHED AS-IS,
do not meet the minimum order value of$750.00.The service charge amount and/or minimum order WHERE-IS, WITH NO WARRANTY WHATSOEVER. THE WARRANTY SET FORTH IN THIS
value may be changed by Seller at any time,without notice. SECTION 5 AND THE WARRANTY SET FORTH IN SECTION 8 ARE THE SOLE AND EXCLUSIVE
WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE GOODS AND/OR SOFTWARE AND
2. TAXES: Any current or future tax,duty,tariff or governmental charge(or increase in same) ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,ARISING
affecting Sellers costs of production,sale,services or delivery or shipment of Goods Parts,and/or BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION,
Software,or which Seller is otherwise required to pay or collect in connection with the sale,purchase, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE
delivery,performance,storage,processing,use or consumption of Goods,Parts,and/or Software, PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS,DRAWINGS OR
shall be for Buyer's account and shall be added to the price or billed to Buyer separately,at Sellers OTHERWISE,AND WHETHER OR NOT SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED
election. AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR PURPOSE. SELLER'S
WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR INDUSTRIAL OR
3. TERMS OF PAYMENT. Unless otherwise specified by Seller,terms are net thirty(30)days from COMMERCIAL USE. This warranty does not extend to any losses or damages due to misuse,
date of Sellers invoice in U.S.currency.Seller shall have the right,among other remedies,either to accident, abuse, neglect, normal wear and tear, negligence (other than Seller's), unauthorized
terminate this Agreement or to suspend further performance under this and/or other agreements with modification or alteration, use beyond rated capacity, unsuitable power sources or environmental
Buyer in the event Buyer fails to make any payment when due,which other agreements Buyer and conditions,improper installation,repair,handling,maintenance or application or any other cause not
Seller hereby amend accordingly. Buyer shall be liable for all expenses,including attorneys'fees, the fault of Seller.To the extent that Buyer or its agents have supplied specifications,information,
relating to the collection of past due amounts If any payment owed to Seller is not paid when due,it representation of operating conditions or other data to Seller in the selection or design of the Goods
shall bear interest,at a rate to be determined by Seller,which shall not exceed the maximum rate and/or Software and the preparation of Seller's quotation,and/or scope of work,and in the event that
permitted by law,from the date on which it is due until it is paid.Seller may preserve its interests in actual operating conditions or other conditions differ from those represented by Buyer,any warranties
payment by enforcing any applicable mechanic's,labor, construction or similar lien rights.Should or other provisions contained herein that are affected by such conditions shall be null and void.Buyer
Buyers financial responsibility become unsatisfactory to Seller, cash payments or security assumes all other responsibility for any loss,damage,or injury to persons or property ansing out of,
satisfactory to Seller may be required by Seller for future deliveries or performance of Goods,Parts, connected with, or resulting from the use of Goods, Parts, and/or Software, either alone or in
and/or Software.If such cash payment or security is not provided,in addition to Seller's other rights combination with other products/components.
and remedies, Seller may discontinue delivenes or performance. Buyer hereby grants Seller a
secunty interest in all Goods,Parts,and/or Software sold to Buyer by Seller,which security interest 6 LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR
shall continue until all such Goods,Parts,and/or Software are fully paid for,and Buyer,upon Sellers BREACH OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED
demand,will execute and deliver to Seller such instruments as Seller requests to protect and perfect UNDER SECTION 8)SHALL BE LIMITED TO REPAIR,CORRECTION OR REPLACEMENT,OR
such security interest. REFUND OF THE PURCHASE PRICE UNDER SECTION 5.SELLER SHALL NOT BE LIABLE FOR
DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain FORTH IN THIS AGREEMENT ARE EXCLUSIVE.IN NO EVENT,REGARDLESS OF THE FORM
the delivery date(s)and/or performance dates acknowledged or quoted by Seller,all shipping dates OF THE CLAIM OR CAUSE OF ACTION(WHETHER BASED IN CONTRACT, INFRINGEMENT,
and/or performance dates are approximate and not guaranteed.Seller reserves the right to make NEGLIGENCE,STRICT LIABILITY,OTHER TORT OR OTHERWISE),SHALL SELLER'S LIABILITY
partial shipments. Seller,at its option,shall not be bound to tender delivery of any Goods, Parts, TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE
and/or Software for which Buyer has not provided shipping instructions and other required SPECIFIC GOODS,PARTS,AND/OR SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE
information. If the shipment or performance of the Goods,Parts,and/or Software is postponed or CLAIM OR CAUSE OF ACTION.BUYER AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR
delayed by Buyer for any reason,Buyer agrees to reimburse Seller for any and all storage costs and ITS CUSTOMERS SHALL NOT EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR
other additional expenses resulting therefrom.For sales in which the end destination of the Goods, PUNITIVE DAMAGES.The term"consequential damages"shall include,but not be limited to,loss of
Parts,and/or Software is outside of the United States(except for those international sales to Sellers anticipated profits,business interruption,loss of use,revenue,reputation and data,costs incurred,
affiliated companies),risk of loss and legal title to the Goods,Parts,and/or Software shall transfer to including without limitation,for capital,fuel,power and loss or damage to property or equipment.It is
Buyer immediately after the Goods,Parts,and/or Software have passed beyond the territorial limits of expressly understood that any technical advice furnished by Seller with respect to the use of the
the United States.For international sales to Sellers affiliated companies,all shipments of Goods, Goods,Parts and/or Software is given without charge,and Seller assumes no obligation or liability for
Parts,and/or Software are made on a Delivered at Place(DAP)basis,per Incoterms 2020,with the advice given,or results obtained,all such advice being given and accepted at Buyer's risk.
freight charges from Seller's facility to destination terminal invoiced to buyer either on a Prepaid or
PPD/Add basis, as agreed to by Seller and Buyer All other shipments of Goods, Parts, and/or 7. INSURANCE:Seller shall maintain the following insurance or self-insurance coverage:Workers
Software are made on an Ex Works(EXW)Sellers Shipping Point basis,per Incoterms 2020,with Compensation in accordance with the statutory requirements of the state in which the work is
Seller responsible to load goods on Buyer's nominated vehicle.Any claims for shortages or damages performed.Employer's Liability with a limit of liability of$2,000,000 per occurrence for bodily injury by
suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the accident or bodily injury by disease.Commercial General Liability(CGL)for bodily injury and property
carrier.Notwithstanding the above,risk of loss and legal title to Parts shall transfer to Buyer(i)upon damage with a limit of$2,000,000 per occurrence and per location aggregate.Automobile Liability
delivery by the Seller, or(ii) at the time Parts are placed in storage due to Buyer's delay or insurance that covers usage of all owned,non-owned and leased vehicles and which is subject to a
postponement. Shortages or damages must be identified and signed for at the time of delivery. combined single limit per occurrence of $2,000,000. Automobile Liability insurance includes
Requests for changes in quoted transportation modes will not be made or accepted on orders already Contractual Liability,but no special endorsements Buyer expressly acknowledges and agrees that
processed unless otherwise mutually agreed upon by Seller and Buyer. Requests for changes in Seller has set its prices and entered into this Agreement in reliance upon the limitations of liability,
quoted transportation modes to orders already accepted by Seller will be subject to new freight terms insurance coverage,and other terms and conditions specified herein,which allocate the risk between
and billed at the price in effect at the time of the request for change Any request for changes to Seller and Buyer and form a basis of this bargain between the parties.
VERTIV.
(i)the date of delivery of Goods,Parts,and/or Software and(ii)from the date of completion of each
8. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section 6 portion of the services to inspect the Goods,Parts,and/or Software,and in the event of any non-
and any and all associated terms,conditions and documents incorporated by specific reference by conformity,Buyer must give written notice to Seller within said period stating why the Goods,Parts,
Seller,Seller warrants that the Goods and/or Software sold,except as are made specifically for Buyer and/or Software are not conforming. Failure by Buyer to give such notice constitutes unqualified
according to Buyer's specifications,do not infringe any valid U.S.patent or copyright in existence as acceptance of the Goods,Parts,and/or Software.Buyer's sole remedy for non-conforming services
of the date of shipment.This warranty is given upon the condition that Buyer promptly notify Seller of shall be correct performance of services incorrectly performed by Seller.
any claim or suit involving Buyer in which such infringement is alleged and cooperate fully with Seller
and permit Seller to control completely the defense,settlement or compromise of any such allegation 18. RETURNED GOODS: Advance written permission to return Goods,Parts,and/or Software must
of infringement.Seller's warranty as to utility patents only applies to infringement arising solely out of be obtained from Seller in accordance with Seller's then current Return Material Authorization(RMA)
Buyer's operation according to Seller's specifications and instructions of such Goods and/or Software. procedures and a return authorization number issued.Such Goods,Parts,and/or Software must be
In the event(i)such Goods and/or Software are held to infringe such a U.S.patent or copyright in (i)current,unused,catalogued Goods,Parts,and/or Software,still in original packaging(ii)free of all
such suit,and the use of such Goods and/or Software is enjoined,or(ii)a compromise or settlement liens,encumbrances,or other claims,and(iii)shipped,transportation prepaid,to Seller's specified
is made by Seller,Seller shall have the right,at its option and expense,to procure for Buyer the right location. Returns made without proper written permission will not be accepted by Seller. Seller
to continue using such Goods and/or Software,or replace them with non-infringing Goods and/or reserves the right to inspect Goads,Parts,and/or Software prior to authorizing return.
Software,or modify same to become non-infringing,or grant Buyer a credit for the depredated value
of such Goods and/or Software and accept return of them.In the event of the foregoing,Seller may 19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Sellers then prevailing labor
also, at its option, cancel the agreement as to future deliveries of such Goods and/or Software, rates and Parts prices for any of the following:a)any services not specified in Seller's quotation,
without liability.Except as otherwise provided herein,Seller or applicable third party licensor to Seller Seller's order acknowledgement,Seller's scope of work,or other documents referenced herein and
maintains all right,title and interest in and to the intellectual property in the Goods, Parts,and/or therein;b)any services performed at times other than Seller's normal service hours;c)if timely and
Software. reasonable site and/or equipment access is denied the Seller service representative; d) if it is
necessary,due to local circumstances,to use union labor or hire an outside contractor,Seller service
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non- personnel will provide supervision only and the cost of such union or contract labor will be charged to
performance due to acts of God;acts of Buyer;war,viral outbreaks,disease,pandemic,widespread Buyer,(e)if service or repair is necessary to return equipment to proper operating condition as a
sickness,or epidemic;fire;flood;weather;sabotage;strikes or labor disputes;civil disturbances or result of other than Seller (i) maintenance, repair, or modification (including, without limitation,
riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions; changes in specifications or incorporation of attachments or other features),(ii)misuse or neglect,
unavailability of or delays in transportation; unavailability of or delays in the supply of materials, (including,without limitation,failure to maintain facilities and equipment in a reasonable manner),(iii)
components,parts or labor required for the design and/or manufacture of Goods,Software or the failure to operate equipment in accordance with applicable specifications, and (iv) catastrophe,
performance by Seller hereunder; default of suppliers; or unforeseen circumstances, acts or accident,or other causes external to equipment;(f)Seller's performance is made more burdensome
omissions of Buyer,or any events or causes beyond Sellers reasonable control.Deliveries or other or costly as a result of Buyer's failure to comply with its obligations herein,or(g)any additional
performance may be suspended for an appropriate period of time or canceled by Seller upon notice obligations or requirements, including but not limited to those related to insurance requirements,
to Buyer in the event of any of the foregoing, but the balance of this Agreement shall otherwise service delivery,building entry or technical training.
remain unaffected as a result of the foregoing.If Seller determines that its ability to supply the total 20. DRAWINGS: Sellers documentation, prints and drawings(including without limitation, the
demand for the Goods,Parts,and/or Software,or to obtain material used directly or indirectly in the underlying technology) furnished by Seller to Buyer in connection with this Agreement are the
manufacture of the Goods,Parts,and/or Software,is hindered,limited or made impracticable due to property of Seller and Seller retains all rights,including without limitation,exclusive rights of use,
causes set forth in this paragraph, Seller may delay or cancel performance, make equitable licensing and sale.Possession of such prints or drawings does not convey to Buyer any rights or
adjustments in Sellers price for the Goods, Parts, and/or Software, and/or allocate its available license,and Buyer shall return all copies(in whatever medium)of such prints or drawings to Seller
supply of the Goods, Parts, Software, and/or such material (without obligation to acquire other immediately upon request therefor.Notwithstanding the foregoing,Buyer may use the documentation,
supplies of any such Goods,Parts,Software,or material)among its purchasers on such basis as prints and drawings in connection with the use of the Goods,Parts,and/or Software.
Seller determines to be equitable without liability for any failure of performance which may result
therefrom. 21. BUYER SUPPLIED DATA: To the extent that Seller has been provided by,or on behalf of.
Buyer any specifications, description of operating conditions or other data and information in
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and connection with the selection or design of the Goods,Parts,and/or Software,and/or the provision of
upon payment to Seller of Sellers cancellation charges which include,among other things,all costs services,and the actual operating conditions or other circumstances differ from those provided by
and expenses incurred, and to cover commitments made by the Seller, and a reasonable profit Buyer and relied upon by Seller, any warranties or other provisions contained herein which are
thereon.Sellers determination of such cancellation charges shall be conclusive affected by such conditions shall be null and void.
11. CHANGES: Buyer may request changes or additions to the Goods, Parts,and/or Software 22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws,regulations,
consistent with Sellers specifications and criteria. In the event such changes or additions are orders and requirements,including without limitation those of the United States and the European
accepted by Seller, Seller may revise the price, license fees, and dates of delivery and/or Union,and the jurisdictions in which the Seller and Buyer are established or from which Goods,Parts,
performance dates. Seller reserves the right to change designs and specifications for the Goods, Software,and services may be supplied,will apply to their receipt and use.In no event shall Buyer
Parts,and/or Software without prior notice to Buyer,except with respect to Goods, Parts,and/or use,transfer,release,import,export,Goods,Parts,or Software in violation of such applicable laws,
Software being made to order for Buyer. Seller shall have no obligation to install or make such regulations,orders or requirements.
change in any Goods,Parts,and/or Software manufactured prior to the date of such change.
23. NON-SOLICITATION: Buyer shall not solicit,directly or indirectly,or employ any employee of
12. NUCLEAR/MEDICAL: GOODS, PARTS,AND SOFTWARE SOLD HEREUNDER ARE NOT Seller during the period any Goods are being provided to Buyer and for a period of one(1)year after
FOR USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED the last provision of Goods.
APPLICATIONS. Buyer accepts Goods, Parts, and Software with the foregoing understanding,
agrees to communicate the same in writing to any subsequent purchasers or users and to defend, 24. GENERAL PROVISIONS: These terms and conditions supersede all other communications,
indemnify and hold harmless Seller from any claims,losses,suits,judgments and damages,including negotiations and prior oral or written statements regarding the subject matter of this Agreement.No
incidental and consequential damages,arising from such use,whether the cause of action be based change,modification,rescission,discharge,abandonment,or waiver of these terms and conditions
in tort,contract or otherwise,including allegations that the Seller's liability is based on negligence or shall be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
strict liability. representative of Seller. No conditions, usage of trade, course of dealing or performance,
understanding or agreement purporting to modify,vary,explain,or supplement this Agreement shall
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest be binding unless hereafter made in writing and signed by the party to be bound,and no modification
herein without the prior written consent of Seller,and any such assignment,without such consent, or additional terms shall be applicable to this Agreement by Sellers receipt,acknowledgment,or
shall be void. acceptance of purchase orders,shipping instruction forms,or other documentation containing terms
at variance with or in addition to those set forth herein.Any such modifications or additional terms are
14. SOFTWARE: Notwithstanding any other provision herein to the contrary,Seller or applicable specifically rejected and deemed a material alteration hereof.If this document shall be deemed an
third party licensor to Seller shall retain all rights of ownership and title in its respective Software, acceptance of a prior offer by Buyer,such acceptance is expressly conditional upon Buyer's assent to
including without limitation all rights of ownership and title in its respective copies of such Software. any additional or different terms set forth herein.Seller reserves the right to subcontract services to
Except as otherwise provided herein, Buyer is hereby granted a nonexclusive, non-transferable others.No waiver by either party with respect to any breach or default or of any right or remedy,and
royalty free license to use the Software incorporated into the Goods solely for purposes of Buyer no course of dealing,shall be deemed to constitute a continuing waiver of any other breach or default
property utilizing such Goods purchased from Seller.All other Software shall be furnished to,and or of any other right or remedy,unless such waiver be expressed in writing and signed by the party to
used by, Buyer only after execution of Sellers (or the licensors) applicable standard license be bound.All typographical or clerical errors made by Seller in any quotation,acknowledgment or
agreement,the terms of which are incorporated herein by reference. publication are subject to correction.The validity,performance,and all other matters relating to the
interpretation and effect of this Agreement shall be governed by the law of the state of Ohio without
15. TOOLING: Tool,die,and pattern charges,if any,are in addition to the price of the Goods and regard to its conflict of laws principles.Buyer and Seller agree that the proper venue for all actions
are due and payable upon completion of the tooling.All such tools,dies and patterns shall be and arising in connection herewith shall be only in Ohio and the parties agree to submit to such
remain the property of Seller.Charges for tools,dies,and patterns do not convey to Buyer,title, jurisdiction.No action,regardless of form,arising out of transactions relating to this contract,may be
ownership interest in,or rights to possession or removal,or prevent their use by Seller for other brought by either party more than two(2)years after the cause of action has accrued.The U.N.
purchasers,except as otherwise expressly provided by Seller and Buyer in writing with reference to Convention on Contracts for the International Sales of Goods shall not apply to this agreement.
this provision.
25. DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants
16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is Seller, its affiliates,subsidiaries, and service providers,a non-exclusive, irrevocable, royalty free,
specifically identified in Seller's quotation. If additional copies of data/documentation are to be worldwide right and license to collect,compile,retain,use,reproduce,and create derivative works of,
provided by Seller,it shall be provided to Buyer at Seller's applicable prices then in effect. your non-personal information and data,which includes without limitation,all data,materials,reports,
text,sound,video,image files,software or any other information("Service Data")that is provided by,
17. INSPECTION/TESTING: Buyer,at its option and expense,may observe the inspection and or on behalf of, Buyer, or collected or compiled by Seller, its affiliates, subsidiaries, or service
testing by Seller of the Goods and/or Software for compliance with Sellers standard test procedures providers through the Goods, Parts,and/or Software.Seller,its affiliates,subsidiaries,and service
prior to shipment,which inspection and testing shall be conducted at Sellers plant at such reasonable providers may collect,compile,retain,use,reproduce,and create derivative works of Service Data:(i)
time as is specified by Seller.Any rejection of the Goods and/or Software must be made promptly by to provide services,support,and maintenance;(ii)to develop and improve products,software,and
Buyer before shipment.Tests shall be deemed to be satisfactorily completed and the test fully met services; and (iii)for scientific and technical research and marketing purposes. Buyer is solely
when the Goods and/or Software meet Sellers criteria for such procedures.If Buyer does not inspect responsible for the Service Data,and Buyer will secure and maintain all rights necessary for Seller,its
the Goods and/or Software at Seller's plant as provided herein,Buyer shall have ten(10)days from affiliates,subsidiaries,and service providers to process and use Service Data as described in this
paragraph without violating the rights of any third party or otherwise obligating Seller,its affiliates, provide Seller with any applicable Material Data Safety Sheets regarding the same. Any losses,
subsidiaries,and service providers to Buyer or any third party.The Service Data will be aggregated costs,damages,claims and expenses incurred by Seller as a result of Buyer's failure to so advise
with other information,materials,or data collected or compiled by,or provided to,Seller,its affiliates, Seller shall be borne by Buyer.Seller,in its sole discretion and without cost or penalty,reserves the
subsidiaries,or service providers and anonymized,such that the Service Data will not intentionally right to cancel its performance under this Agreement or any order immediately upon written notice to
reveal Buyer's identity. In accordance with applicable law, Service Data may be transferred, Buyer following Seller discovery of unsafe or hazardous site substance or condition or any other
transmitted,or distributed to,stored,and processed in,cloud computing environments in the United circumstance altering Sellers performance hereunder.Buyer shall appoint a representative familiar
States or any other country in which Seller,its affiliates,subsidiaries,or service providers maintain with the site and the nature of Sellers performance to be accessible at all times that Seller personnel
operations. By using the Goods, Parts, and/or Software, Buyer agrees to such use, transfer, are at the site Seller shall not be liable for any expenses incurred by Buyer in removing,replacing or
transmission, distribution, storage, and processing of the Service Data. Seller, its affiliates, refurbishing any Buyer equipment or any part of Buyer's building structure that restricts Seller access.
subsidiaries,and service providers will retain Service Data for as long as is necessary for Seller and Buyer personnel shall cooperate with and provide all necessary assistance to Seller.Seller shall not
its affiliates and subsidiaries business purposes in accordance with applicable law.The rights and be liable or responsible for any work performed by Buyer.
licenses granted herein to Seller's service providers shall only be granted to the extent service
providers are providing goods and services on Sellers and its affiliates and subsidiaries behalf. 28.INDEMNITY:Each party shall indemnify and hold the other party harmless from loss,damage,
liability or expense resulting from damage to personal property of a third party,or injuries,including
26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise death,to third parties to the extent caused by a negligent act or omission of the party providing
affiliated with Buyer in accordance with Sellers"Privacy Notice for Customers and Suppliers— indemnification or a party's subcontractors, agents or employees during performance of services
California"available here www.vertiv.com/ca-privacy(the"Notice"),which Notice the Buyer hereby hereunder.Such indemnification shall be reduced to the extent damage or injuries are attributable to
acknowledges having received,read,and understood.In the event of any queries or concerns with its others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
contents,Buyer must contact Seller at the contact details provided in the Notice prior to entering into for the indemnitee's own fault or negligence.The indemnifying party shall defend the other party in
this Agreement or the commencement of performance hereunder,in failure of which,the terms of the accordance with and to the extent of the above indemnification,provided that the indemnifying party
Notice will be deemed accepted and consented to in their entirety. 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
27 ADDITIONAL SERVICE CONDITIONS. The Buyer shall furnish to Seller,at no cost,suitable over any resulting negotiation,arbitration or litigation,including the right to choose counsel and settle
working space,storage space,adequate heat,telephone,light,ventilation,regulated electric power claims,or the indemnifying party's obligations herein shall be deemed waived.
and 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 order to provide the necessary Goods. Buyer authorizes Seller to send a service COPYRIGHT 2022 Vertiv Group Corp. All rights reserved. Vertiv.. and the Vertiv logo are
technician or an authorized agent to access any site requested by Buyer to perform services, trademarks or registered trademarks of Vertiv Group Corp.All other names and logos referred to are
including services on different scopes of work and equipment as requested by Buyer.Buyer shall trade names,trademarks or registered trademarks of their respective owners.While every precaution
provide the means to shut-off and secure electric power to the equipment and provide safe working has been taken to ensure accuracy and completeness here, Vertiv Group Corp. assumes no
conditions. Seller is under no obligation to remove or dispose of Parts or equipment unless responsibility,and disclaims all liability,for damages resulting from use of this information or for any
specifically agreed upon in Seller's scope of work.Buyer shall immediately inform Seller,in writing,at errors or omissions. Specifications,rebates and other promotional offers are subject to change at
the time of order placement and thereafter,of any unsafe or hazardous substance or condition at the Vertiv's sole discretion upon notice.SL-70604 REVS 5-22.
site,including,but not limited to,the presence of asbestos or asbestos-containing matenals,and shall