HomeMy WebLinkAboutVertiv Services, Inc. - 911 Uninteruptable Power Supply Serviceftr
Vertiv Corporation
Aug 18, 2020
Yakima Cniy ktasotatte C12
2403 S 183h St
Union Gap, VVA, 98903
.
34���1@Th��
Thank you for your interest inVartivCorporation. VVeare pleased tnsubmit the
following proposal for your review and consideration,
As the rate ofchange and complexity inyour data center increases, Vertivis 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 \oassist timely order processing, Should you have any questions regarding
the pmpuum|. feel free 10contact modirectly at+1 949-275-3483, | look forward to
your response and the opportunity to work together to improve your data center
YlmGVANG
PHONE +1849-275-343J
Order Q03140823
LjobortUPS / Power / Battery Services:
VVoare the Original Equipment Manufacturer and the experts on Liebert equipmentwith access toupdates and
changes, knowledge of engineering specifications, current issues and how to fix them correctly.
Our factory trained service force is twice the size of the next largest competitor with over 650 customer engineers
and field technicians in the United States alone; everywhere in the US the most knowledgeable engineers and
technicians available, will cover you.
With the most advanced tooling and instrumentation available, each CE has over $10,000 in gear with him at all
times, suany issue can boresolved inthe least amount oftime possible.
Solutions Services:
° Along-term service plan that includes preventive maintenance, monitoring and assessments results in optimization
ofthe entire infrastructure.
Standard Maintenance Contracts :
Sito#: 1su15u.Yakima CmyResource Ctr
Tag# Description xoodo|#
1723273 NX4O-80
1725192SEALED BATTERY
1725195SEALED BATTERY
1725186 8DG|CONTRLR
1725198 NXBDC75
Annual PM Qty. Coverage Type Coverage Amount
(Coverage Dates)
50GA000A88OU 1
308P080XUX1DCSG 1
38OP080XUX1BDGG 1
1002780OC62E 1
FFC07C5NNG3S230 1
Price Lock Multi -Year Service AmmmmontOption:
ESSENTIAL
(8/7/2020) (8/6D021)
ESSENTIAL
(8/7/2020) (8/6/2021)
ESSENTIAL
(8/7/2020) (8/612021)
ESSENTIAL
(8/7/2020)-(8/6/2021)
ESSENTIAL
*3.149.00
$1,023.50
$1.023.50
$738.00
rice not including tak-USID $6,970.00
anyt�xreqijired m,ust be Includedin customer purchase order
LOCK your preventive maintenance service price for up to three years by selecting this multi -year option.
Follow these easy steps.
1 To select this multi -year option, please multipwmetotal dollar amnu
dollar amount.
2, Indicate the desired number nfyears (1-8Yeors).
1 Sign and date the document and return it with your PO,
Each Service year will bwinvoiced annually.
the number of years
or your total PO
POWER DISTRIBUTION SYSTEMS
ALL MODELS
ESSENTIAL SERVICE - 1 PM
Feature
Detail
On -Site Service
Response Time
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8ain- 5 plal,
M on day -Friday (excluding national holidays).
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150
miles of a Vertiv Services' Service City.
Customer Support Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv
Customer Services Network Online Internet portal.
Parts Includes parts coverage (limits may apply; see Assumptions and Clarifications, as
applicable, for more details).
Labor 84, Travel Includes 100% labor and travel coverage 7 days eek. 24 hours/day, within the 48
contiguous stales and Hawaii.
Service Professional Performed by Vertiv factory trained and authorized technician,Vertiv Services is the OFM
service provider for Liebert products.
V(On\i'llT)
Full Preventive Maintenance Service
1. Perform a complete visual inspection of the interior ind exterior of equipment for any damaged or broken
components.
2. Verify equipment is properly grounded and that the phase, neutral and ground wiflug is inaccordance with the
Installation manual,
Check for proper clearance around the unit.,
d. Clean interior of equipment lor dirt and debris,
5. Inspect all circuit hreaker(s), terminal hlocks. and ground/neutral hus bar conns for tightness.
ess.
6, Inspect junction box terminals for tightness (if applicable).
7, Conduct a thermal scan of interior components, assemblies, and connectors for evidence of overheating and/or
burnt components.
8. Inspect all option assemblies,associated cabling/wiring, and connectors for tightness (if a Ilicable),
5. Verily all installed options are operating properly HI applicable).
.10. Verify continuity of all !uses (itapplicahle).
I I. Measure voltage and current at each pa nelboa rd main input breaker (phases, neutral and ground).
12. Verily all monitoring options (if -applicable) are displaying values within preset parameters.
13. Check or perform Engineering Field Change Notices (FCN) as necessary,
14, Configuration of the LOM/1,1ThI1 (For Newly installed branch circuit breakers).
Verily firmware and update as required,
2. Verify the location, alarm set points, number of poles, and address ()revery newly instilled breaker
3, Verify the CT ratio for every newly installed breaker,
4. Demonstrate use of software tools, (if applicable)
(Excludes interoperability vith SiteScan and Building Management Systems)
6. Save the configuration file to a laptop as a backup Inc customer. (If applicable)
criverole excludes iirarich circuit hreakers,
M RFCP.'"'A
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, Inc scheduling and
coordination purposes.
▪ Scheduling: Make dates available for scheduling service,. All visits must he requested 10 business days in advance of
need by contacting the Vertiv Services Customer Resolution Center att.-600-543-2378.
6 Site Access: Prior to time of scheduled work, provide site access including any customser re(
clearance, safety training and badging Inc 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 rem iirements for equipment access including lifts, ladders„ etc.
• Shutdown: Service may require, shutdown of load to ensure electrical connection integrity.
• Notification: If Inc any reason the vvork cannot be performed during scheduled time, notify Vertiv service personnel
24-hours prior to scheduled event.
o D rp'o
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & ( )nditiofls nr ibe terms of a Master Agreement.
between the parties, if any, shall apply,
STATIONARY BATTERY SYSTEMS
VRLA (SEALED) BATTERY
ESSENTIAL SERVICE - 1 PM
Feature Detail.
On -Site Service
Response Time
Includes 1 Preventive Maintenance Service, scheduled by the customer between Bam-Spin,
Monday -Friday (excluding national holidays).
Guaranteed 4-hour on -site rmiergency response, 7 day,. veek, 24 hours/day, within 150
miles of a Vertiv's Service City,
Customer Support Includes access to the Customer Resolution Center (114300-543-2378) and the Vertiv
Customer Services Network Online Internet portal.
Internal Battery Coverage Includes parts, labor, disposal and battery jars as required - up to 1011 of the battery jars
per year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & TravelIncludes 100% labor ancl travel coverage 7 days/week, 24 hours/day, within the 48
contiguous stares and I lawaii.
Service I1rfessioriaI
Battery Recycl1 r
Performed by Vertiv factory -trained ancl authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv prodiicts.
Includes battery recycling as required, with documentation meeting EPA requirements,
NiE.D
**During the initial PM visit, an Annual Service PM must be per/
PM Service
11, Inspect the, appearance and cleanliness of the battery irid the battery room, Clean normal jar top dirt accumulatio
(to be done only with battery MI line).
2, MeaSure and record the total battery float voltage and charging current„
3. Measure ancl record the overall AC ripple voltage.
Measure and record the overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion,
7. Measure and record the ambient temperature.
8. Verily the integrity of the battery rack/cabinet.
9. Measure and record 100% of the jar temperatures.
10. Measure mad record the float voltage of all cells.
11. Measure and record Ill internal ohmic readings.
12. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned.
**
'13. Verify approval for Battery Life program,
14. Re -tighten all battery connections to the battery manufacturer's specifications, if required. Refer to the
manufacturer's literature to determine lire -tightening is required.
1S. Measure and record all battery connection resistances in micro -oh MS, when 3pplicable.
Corrective Maintenance Performed as Required
Refurhish cell connections as deemed necess:ary by the detailedinspection report.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
The Customer is covered by an Essential or Preferred Contract
2. The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service
years or has had excessive single jar replacements that would make the string unstable,
3,. Up to 10% of defective battery jars may be replaced within Li 12-month period as exclusively determined by Vestiv.
Contracts have no cash value for future years or Mil string battery replacements. Single jar replacement is limited to
batteries in the original string,
15 1101 11:11:1‘de kli•.$111'
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the.
following:
• Point of Contact: Provide an authorized peintof contact(s), specific: for the scope of workscheduling and
coordination purposes,
• Scheduling: Make dates available for scheduling service. All visits must he requested 10 business days in advance of
need by contacting the Vertiv Customer Resolution Center ail -800-543-2378.
* Site Access: Prior to time ofi scheduled work, provide site access including any customer required , security
clearance, safety training, ilu.1. Li:Aging for Vertiv service personnel.
▪ Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of
\vork, notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc,
▪ Shutdown: Service inay require shutdown of load to ensure electrical connection integrity.
▪ Notification; If for any reason the work cannot he performed during scheduled time, notify Vertiv service personnel
24-hours prior to schednIcd event.
D N TIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions er the terms of a Master Agreement between
the pasties, if any, shall apply.
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS
ESSENTIAL SERVICE - 1 PM
eature.
On -Site Service
ftesponst 'Time
Customer Support
Parts
Labor & Travel
Service Professional
Includes 1 Preventive Maintenance Service, scheduled by the customer between (lanr-Spm,
Monday -Friday (oxcluriing national holidays)_
Guaranteed 4-hour on-slergency respcu
miles of a Vertiv's Service City,
days/week, 24 hours/day, within "150
Includes access to the Customer Resolution t.erlter
Customer Services Network Online Intertal,
1-800-S43-237t31 and the Vertiv
Includes parts coverage (limits may apply; see Assumptions and Clarificatinus
applicable, for more details).
Includes 100%% labor and travel coverage 7 days/week, 24 hours/day, within the 48
contiguous states and Hawaii.
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software, Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Vertiv equi(nnentwith access to Vertiv's proprietary se
Vcriiv Customer Engineers (CEs) ate the only aruthurrc.c d [aetary trained and ITEM-suppurte d se vier pruv�dc rs for
ni vice Cools and software to ensure optimal euru(rnient
performance.
• Using proprietary software PPvis'", P
configure and optimize your Vertiv equipsaierll.
• Vertiv is the only authorizer) sourer for critical proprietary firmware updates providing, your c.yui}asaar;nt the latest
version of operational firmware to ensure equipment is running at optimal performance and efficiency levels.
", and WinSV"l"" CEs apply Vert
is knowledge base to diagnose
• Vertiv exclusively enables:
• Access to OEM engineering support and product enhanccartcnts.
• Optimized methods of procedure for efficient service supported by proprietary documentatirrn.
• Improved MTBR and MTTR.
• Root cause forensic analysis„
• Continual improvements with tested and certified updates for soften=are and hardcvure improvements
throughout the equipment's lifecycle.
• CGs to be equipped with proprietary service documentation that provides access to the latest method of
procedures and event data to return equipment online in the most efficient manner possible.
• Bench iirarking against the entire service population to identify service trends and provide solutions rapidly
or before they occur, reducing or eliminating customer events and outages,
• Vertiv Services CEs are trained in NITA and OSI IA best practices, and all processes and jirocedures strictlyly
with NITA 70A and 70P, industry standards.
Annual Service
1, Perform temperature check on all breakers, connections, i id associated controls, Repair a a: all high
temperature areas.
2. Perform complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables,
and major components.
3. Check air fillers for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Conduct diagnostic review with proprietary access to internal event logs.
6. Record all voltage and current meter readings on the module control cabinet or the system control cab et
7. Measure and record the (c Boat voltage at the LIPSand at the buttery
R. Measure and record the ripple voltage and current
9,Check power capacitors for swelling or leaking oil (if applicable).
'10. Check power capacitors for swelling or leaking, oil (if applicable).
11. Check for DC capacitor vent caps that have extruded more than 1/8" (t r applica hie).
12. Measure and record harmonic trap filter currents (if applicable).
13. Check the inverter and rectifier snubbers for burned or broken wires.
14. Check all nuts, bolts, screws, and connectors for lightness and heat discoloration,
15. Check fuses on the DC capacitor deck for continuity (if applicable).
16. With customer approval, perform operational test ol the system, including unit transfer and battery discharge.„
I 7, Calibrate and record all electronics to system specifications.
18, Cheek or perform Engineering Field Change. Notices (TCN) as necessary.
19. Measure and record ill loi,v-voltage power supply levels,
20. Record phase -to -phase input voltage and currents.
2 I. Record real and apparent power for each phase,
22„ Review system performance with customer to address any questions and to schedule any repairs.
Battery Inspection Service - Performed During the UPS Annual PM Service
1. Check integrity of battery cabinet (if applicable).
2. Perform a visual inspection oldie hattery, hottery cahinet no rack and battery room and note any deficiencies and
recommendations.
Parts coverage excludes batteries, int- filters, proactive full bank capacitor replacement: and fan replacement,
Customer should check air filters monthly for cleanliness 1110 replace as necessary.
Maintenance dues not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance
Bypass Cabinets.
The Battery Inspection Service listed ihove s only a visual inspection lliCl s not in ended to replace a hill pr000lltls
maintenance program for the battery system.
Miidular designed UPS systems may have loss accessibility to listed — a pliczo e" checls above c
usage of certain UPS systems,
e to Uic ciej on
CW,;TITNIER RESPONSI Lai is
n order to provode timely, accurate and thorough executOon of the services described herein, Vertiv requests the
• Point of Contacto ProvOde an authorized Lof contact(SL spccdc for the scope ofworI., for schedur g aiid
coordination plirposes,
• Scheduling: Mako dates available for scheclulOng service, All visors must be requested I I- ess days in advance of
need by tacting the Vertiv Cost:oil-Dor Resollotion Center at -800-543-237*D.
• Site Access; l'ri or to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and hadging for Vcrtiv service personnel.,
• hqupment Access: COnvenient access to the equipollent covered by the Scope of Work, Prior to scheduled time ol
work, notify Vertiv service personnel of any special requirements for equipment access including lilts, ladders, etc,
* Shutdown: Service may require shutdown of load to ensure electricD-dconnection integrity.
• Notificationffor any reason the work cannot be performed during scheduled time, notify Vertiv service personnel
24-hours prior to scheduled event,
S N CO POir 11
Subject to all Terms & Conditions as noted in the Vertiv Terms & ContlitOo snrhe terms of a Master Agreement between
the parties, Of any, shall apply.
Order Number: Q03140823
Purchase Order must be assigned to:
Vertiv Corporation
1050 Dearborn Dr_
Columbus, OH 43085
FID# 31-0715256
Payment remittance address,
Vertiv Corporation
PO Box 70474
Chicago, IL 60673
EXCITING NEWS: On Sept. 1, 2018, we transitioned to Vertiv Corporation as our legal entity.
Visit http llvertivco,com/legalentityinfo for changes you may need to make.
PO should be e-mailed or faxed with signed ro osal to,
Vertiv Corporation c/o YING VANG
Attn: YING VANG
Email: Ying.Vangvertiv.com
Please complete the following information (All fields are required):
Purchase Order Number: Purchase Order attached: 0 Yes 0 No
If PO NOT attached, please specify reason:
Invoice Delivery Method: 0 Web Billing (Attach Instructions) 0 Mail 0 Other
0 Accounts Payable Email
Billing Contact Person: Phone:
Email: Fax #:
Bill -To Company Name:
Federal Tax ID # Bill -To City, ST Zip:
Tax Exempt: 0 Yes (Attach tax exempt certificate)
Site Services/IT Contact Person: Phone:
Bill -To Address:
0 No
** 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
Proposed By: A B
.W.i.ff 'flung 8/18/20
YING VANG Date Buyer Sig ature Reg
n tAle ter
Printed Name
1
Title
CITY CONTRACT NO'
RESOLUTION NO:
Ili Lk -11612A
Phone
eb-le5-(0 04.
Wirth/ Corporation
TERMS AND CONDITIONS OF SALE
Vele/ Corporation is herein referred to as the "Seller" and the customer or person or entity purchasing
goods and/or services ("Goods") and/or parts required for services ("Paris") or licensing software and/or
firmware, which are preceded, or to be used with Goods ("Software') from Seller is referred to as the
"Buyer " These Terms and Conditions, any price list or schedule, quotation, acknowledgment, Seller's
scope or statement of work, or invoice from Seller relevant to the sale of the Goods, Parts and licensing
of Software by Seller, and all associated terms, conditions and documents incorporated by specific
reference herein or therein, constitute the complete and exclusive 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 documents shall be resolved by
Seller, seller s acceptance of Buyers purchase order is expressly conditional on Buyer s assent to all
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,
Parts, and/or Software will manifest Buyer's assent to the terms of this Agreement Seller reserves the
right in its sole discretion to refuse orders
1 PRICES: Unless otherwise specified in writing by Seller, the price quoted or spedfied by Seller for
the Goods, Parts and/or Software shall remain in effect for thirty (30) days after the date of Seller's
quotation, Sellers scope of work or acknowledgment of Buyer s order for the Goods, whichever occurs
first, provided an unconditional authorization from Buyer for the shipment or performance of the Goods
and/or Parts, anWor Software is received and accepted by Seller within such time period. If such
authorization is not received by Seller within such thirty (30) day period, Seller shall have the right to
change the price for the Goods, Parts and/or Software to Sellers price for the Goods, Pals, and/or
Software at the time of Sellers shipment or performance thereof, All prices and licensee fees are
exclusive ol taxes, transportation and insurance, which are to be borne by Buyer Seller reserves the
right to correct any obvious errors in specifications or prices Unless otherwise specified by Seller,
Pails, that are required for the performance of services will Pe furnished al Seller's then prevailing
prices A service charge of $19 99 will be added to all orders which, excluding shipping charges, taxes,
and insuranc,e, do not meet the minimum order value of $750.00 The service charge amount and/or
minimum order value may be changed by Seller al any time, without notice,
2. TAXES: Any current or future lax, duty, tariff or governmental charge (or increase in same) affecting
Sellers costs of production, sale, services or delivery or shipment of Goods Parts, and/or Software, or
which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery,
performance, storage, processing, use or consumption of Goods, Parts, and/or Software, shall be for
Buyer s account and shall be added to the price or billed to Buyer separately, at Seller's election,
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
terminate this Agreement or to suspend further performance under this and/or other agreements with
Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller
hereby amend accordingly. Buyer shall be liable for all expenses, including attorneysfees, relating to
the collection of past due amounts If any payment owed to Seller is not paid when due, il shall bear
interest, at a rate lo be determined by Seller, which shall not exceed the maximum rate permitted by
law, from the date on which it is due until it is paid. Seller may preserve its interests in payment by
enforcing any applicable mechanic's, labor, construction or similar lien rights, Should Buyers financial
responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be
required by Seller for future deliveries or performance of Goods, Paris, and/or Software If such cash
payment or security is not provided, in addition to Sellers other rights and remedies, Seller may
discontinue deliveries or performance. Buyer hereby grants Seller a security interest in all Goods, Parts,
and/or Software sold to Buyer by Seller, which security interest shall continue until all such Goods, Parts,
and/or Software are fully paid for, and Buyer, upon Sellers demand, will execute and deliver to Seller
such instruments as Seller requests to protect and perfect such security interest
4 .SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain the
delivery date(s) and/or performance dates acknowledged or quoted by Seller, all shipping dates and/or
performance dales are approximate and not guaranteed. Seller reserves the right to make partial
shipments. Seller, al its °Mien, shall not be bound to tender delivery of any Goods, Parts, and/or
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
any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses
resulting therefrom For sales in which the end destination of the Goods, Parts, and/or Software is
outside of the United Stales (except for those international sales to Seller's affiliated companies), risk of
loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer immediately after the
Goods, Parts, and/or Software have passed beyond the territorial limits of the United States For
international sales to Seller's affiliated companies, all shipments of Goods, Parts, and/or Software are
made on a Delivered at Terminal (CAT) basis, per Incoterms 2010, with freight charges from Seller's
facility to destination terminal invoiced to buyer either on a Prepaid or PPO/Add basis, as agreed to by
Seller and Buyer All other shipments of Goods, Parts, and(or Software are made on an Ex Works tEXVV)
Sellers Shipping Point basis, per Incolerms 2010, with Seller responsible to load goods on Buyer's
nominated vehicle Any claims for shortages or damages suffered in transit are the responsibility of
Buyer and shall be submitted by Buyer directly to the carrier Notwithstanding the above, risk of loss
and legal title to Parts shall transfer to Buyer (i) upon delivery by the Seller, or (ii) at the time Parts are
placed in storage due to Buyer s delay or postponement, Shortages or damages must be identified and
signed for al the lime of delivery Requests for changes in quoted transportation modes will not be made
or accepted on orders already processed unless otherwise mutually agreed upon by Seller and
Buyer Requests for changes in quoted transportation modes to orders already accepted by Seller will
be subject lo new freight terms and billed al the price in effect al the lime of the request for change Any
request for changes to quoted transportation modes must be submitted in writing to Seller and are
subject to Sellers acceptance and adjustment in freight mice. The transportation costs quoted by Seller
may be changed by Seller without nofice in order to reflect Seller's prices at the time of shipment and
will reflect any market increase in transportation costs 1 a price for delivery has been quoted, any
changes al the destination for transportation modes, spotting, switching, handling, storage and other
accessoral services and demurrage shall be bome by the customer, and any related increase in
transportation charges shall be added to the quoted price.
5 L..IMITED WARRANTY: Subject to the limitations of Section 6, Sellers standard warranty Mal is
applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the
sale of Seller's Goods and/or Software and its terms, conditions and limitations are incorporated by
reference herein and Seller warrants that it will perform the services as described in these terms and
conditions and will exercise all reasonable skill, care and due diligence in the performance of the
services Seller warrants 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 not limited
to, fans, air-to-air heal 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
(12) months from date of shipment, or manufacturer's pass through warranty, whichever is longer,
provided the following conditions are met: (i) Semi-annual preventive maintenance logs are maintained
by Buyer and such logs are available to Seller upon request; and (ii) Input voltage to the air conditioner
unit does not vary by greater than +/-10%; and nig in the event of accidental or intentional shul-off, a
Thermal Solution Component will not be restarted lor al least five (5) minutes; and (iv) The refrigerant
specified on the unit nameplate label will be the only refrigerant utilized in the air conditioner unit; and,
(v) Buyer complies with all installation, operations and maintenance instructions provided by Seller.
Goods, Parts and/or Software purchased by Seller from a third party for resale or license to Buyer
("Resale Products") shall carry only the warranty extended by the anginal manufacturer To the extent
assignable, Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of
such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE PRODUCTS FURNISHED
HEREUNDER ARE FURNISHED AS -IS, WHERE -IS, WITH NO WARRANTY WHATSOEVER THE
WARRANTY SET FORTH IN THIS 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 ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN
SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS
ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR
PURPOSE.
SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR INDUSTRIAL OR
COMMERCIAL USE. This warranty does not extend to any losses or damages due lo misuse, accident,
abuse, neglect, normal wear and leer, negligence (other than Selle(s), unauthorized modification or
alteration, use beyond rated capacity, unsuitable power sources or environmental conditions, improper
installation, repair, handling, maintenance or application or any other cause not the fault of Seller To
the extent that Buyer or its agents have supplied specifications, information, representation of operating
conditions or other data to Seller in the selection or design of the Goods and/or Software and the
preparation of Sellers quotation, and/or scope of work, and in the event that actual operating conditions
or other conditions differ from those represented by Buyer. any warranties or other provisions contained
herein that are affected by such conditions shall bo null and void Buyer assumes all other responsibility
for any loss, damage, or injury to persons or property arising oul of, connected with, orresulting from
the use of Goods, Parts, and/or Software, either alone or in combination with other
products/components
6 LIMITATION 9F REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR
BREACH OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED UNDER
SECTION 8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR 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 FORTH IN THIS
AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR
CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT
LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS, PARTS,
AND/OR SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF
ACTION.
BUYER AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS SHALL NOT
EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term
"consequential damages" shall include, but not be limited to, loss of anticipated profits, business
interruption, loss of use, revenue, reputation and data, costs incurred, including without limitation, for
capital, fuel, power and loss or damage to property or equipment It is expressly understood that any
technical advice furnished by Seller with respect to the use of the Goods, Parts and/or Software is given
without charge, and Seller assumes no obligation or liability for the advice given, or results obtained, all
such advice being given and accepted at Buyers risk
7 INSURANCE: Seller shall maintain the following insurance or self-insurance coverage: Worker's
Compensation in accordance with the statutory requirements of the state in which the work is
performed. Employer's Liability with a limit of liability of $2,000,000 per occurrence for bodily injury by
accident or bodily injury by disease. Commercial General Liability (CGL) for bodily injury and properly
damage with a limit of $2,000,000 per occurrence and per location aggregate Automobile Liability
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 Incl tides Contractual
Liability, but no special endorsements, Buyer expressly acknowledges and agrees that Seller has
set Its prices and entered Into this Agreement in reliance upon the limitations of liability,
Insurance coverage, and other terms and conditions specified herein, which allocate the risk
between Seller and Buyer and form a basis of thls bargain between the parties.
8. PATENTS AND COPYRIGHT: Subject to the limitations of the second paragraph of Section 6 and
any and all associated terms, conditions and documents incorporated by specific reference by Seller,
Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer according
to Buyers specifications, do not infringe any valid U 5 patent or copyright in existence as of the date of
shipment This warranty is given upon the condition that Buyer promptly notify Seller of 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 ol any such allegation of
infringement Sellers warranty as to utility patents only applies to infringement arising solely out ol
Buyer's operation according to Sellers specifications and instructions of such Goods and/or Software
In the event (i) such Goods and/or Software are held to infringe such a U S patent or copyright in such
suit, and the use of such Goods and/or Software is enjoined. or (ii) a compromise or settlement is made
by Seller, Seller shall have the right, at its option and expense, to procure for Beyer the right to continue
using such Goods and/or Software, or replace them with non -infringing Goods and/or 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 also, al its option,
cancel the agreement as to future deliveries of such Goods and/or Software, without liability Except as
otherwise provided herein, Seller or applicable third party licensor to Seller maintains all right, title and
interest in and to the intellectual property in the Goods, Parts, and/or Software.
9 EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-
performance due to acts of God; acts of Buyer; war epidemic; fire; flood; weather; sabotage; strikes or
labor disputes; civil disturbances or riots; governmental requests, restrictions, allocations, laws,
regulations, orders or actions; unavailability of or delays in transportation; default of suppliers; or
unforeseen circumstances, acts or omissions of Buyer, or any events or causes beyond Seller's
reasonable control Deliveries or other performance may be suspended for an appropriate period of
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 ol the foregoing If Seller determines that
its ability to supply the total demand for the Goods, Parts. and/or Software, or to obtain material used
directly or indirectly in the manufacture of the Goods, Parts, and/or Software, is hindered, limited or
made impracticable due to causes set forth in the preceding paragraph, Seller may delay performance
and/or allocate its available supply of the Goods, Parts, Software, and/or such material (without
obligation to acquire other supplies of any such Goods, Parts, Software, or material) among its
purchasers on such basis as Seller determines to he equitable without liability for any failure of
performance which may result therefrom
10 CANCELtATION: Buyer may cancel orders only upon reasonable advance written notice and upon
payment to Seller of Seller's cancellation charges which include, among oilier things, all costs and
expenses incurred, and, to cover commitments made, by the Seller and a reasonable profit thereon,
Sellers determination of such cancellation charges shall be conclusive
11, CHANGES: Buyer may request changes or additions to the Goods, Parts. and/or Software
consistent with Sellers specifications and criteria In the event such changes or additions are accepted
by Seller, Seller may revise the price, license fees, and dates of delivery and/or performance dates
Seller reserves the nghl to change designs and specifications for the Goods, Parts, and/or Software
without prior notice to Buyer, except with respect to Goods, Parts, and/or Software being made -to -order
for Buyer. Seller shall have no obligation to install or make such change in any Goods, Parts, and/or
Software manufactured prior to the dale of such change
Vertiv Corp Terms & Conditions — Rev 2010
12 NUCLEAR/MEDICAL: GOODS, PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED
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, indemnify
and hold harmless Seller from any claims, losses, suits, judgments and damages, including incidental
and consequential damages, arising from such use, whether the cause of action be based in tort, contract
or otherwise, including allegations that the Sellers liability is based on negligence or strict liability.
13 ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest
herein without the prior written consent of Seller, and any such assignment, without such consent, shall
be void
14 SOFTWARg.: Notwithstanding any other provision herein to the contrary, Seller or applicable third
party licensor to Seller shall retain all rights of ownership and title in its respective Software. including
without limitation all rights of ownership and title in its respective copies of such Software. Except as
otherwise provided herein, Buyer is hereby granted a nonexclusive, non -transferable royally free license
to use the Software incorporated into the Goods solely for purposes of Buyer property utilizing such
Goods purchased from Seller All other Software shall be furnished to, and used by, Buyer only after
execution ol Sellers (or the licensor's) applicable standard license agreement, the terms of which are
incorporated herein by reference
15 TOOLING: Tool, die, and pattern charges, if any, are in addition to the mice of the Goods and are
due and payable upon completion of the tooling. Al 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
interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers, except
as otherwise expressly provided by Seller and Buyer in writing with reference to this provision
16 DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically
identified in Sellers quotation If additional copies of data/documentation are to be provided by Seller,
it shall be provided to Buyer al Sellers applicable prices then in effect
17 INSPeCTIONITESTING: Buyer, at its option and expense, may observe the inspection and testing
by Seller of the Goods and/or Software for compliance with Sellers standard lest procedures prior to
shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable time as
is specified by Seller Any rejection of the Goods and/or Software must be made promptly by Buyer
before shipment Tests shall be deemed to be satisfactorily completed and the test fully met when the
Goods and/or Software meet Seller's criteria for such procedures If Buyer does not inspect the Goods
and/or Software at Sellers plant as provided herein, Buyer shall have ten (10) days from (i) the date of
delivery of Goods, Parts, and/or Software and (ii) from the dale of completion of each portion of the
services to inspect the Goods, Parts, and/or Software, and in the event of any non -conformity, Buyer
must give written notice to Seller within said period stating why the Goods, Parts, and/or Software are
not conforming Failure by Buyer to give such notice constitutes unqualified acceptance of the Goods,
Parts, and/or Software. Buyer's sole remedy for non -conforming services shall be correct performance
of services incorrectly performed by Seller
18 RETURNED cOODS: Advance written permission to return Goods, Parts, and/or Software must
be obtained from Seller in accordance with Sellers then current Return Material Authorization (RMA)
procedures and a return authorization number issued Such Goods, Parts, and/or Software must be (i)
current, unused, catalogued Goods, Parts, and/or Software, still in original packaging ((i) free of all lions,
encumbrances, or other claims, and (iii) shipped, transportation prepaid, to Seller's specified location.
Returns made without proper written permission wit not be accepted by Seller Seller reserves the right
to inspect Goods, Parts, and/or Software prior to authorizing return
19, BILLABLE.SERVICES: Additional charges will be billed to Buyer al Seller's then prevailing labor
rates and Parts prices for any of the following: a) any services not specified in Sellers quotation, Seller's
order acknowledgement, Seller's scope of work, or other documents referenced herein and therein; b)
any services performed at limos 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
local circumstances, to use union labor or hire an outside contractor, Seller service personnel will provide
supervision only and the cost of such union or contract labor will be charged lo Buyer; (e) if Service or
repair is necessary to return equipment to proper operating condition as a result of other than Seller (1)
maintenance, repair, or modification (including, without limitation, changes in specifications or
incorporation of attachments or other features), (ii) misuse or neglect, (including, without limitation,
failure to maintain facilities and equipment in a reasonable manner), ftil) failure to operate equipment in
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
comply with its obligations herein, or (g) any additional obligations or requirements, including but not
limited to those related to insurance requirements, service delivery, building entry or technical training.
20 ORAWINGS: Sellers documentation, prints and drawings (including without limitation, the
underlying technology) furnished by Seller to Buyer in connection with this Agreement are the properly
of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing and
sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer
shell return all copies (in whatever medium) of such prints or drawings to Seller immediately upon
request therefor Notwithstanding the foregoing, Buyer may use the documentation, prints and drawings
in connection with the use of the Goods, Parts, and/or Software
21 pUYER SUPPLIED DATA.: To the extent that Seller has been provided by, or on behalf of, Buyer
any specif cations, description of operating conditions or other data and information in connection with
the selection or design of the Goods, Parts, and/or Software, and/or the provision of services, and the
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon
by Seller, any warranties or other provisions contained herein which are affected by such conditions
shall be null and void
22 EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations,
orders and requirements, including without limitation those of the United Slates and the European Union,
and the jurisdictions in which the Seller and Buyer are established or from which Goods, Parts, Software,
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,
orders or requirements
23. NON -SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ any employee of Seller
during the period any Goods are being provided to Buyer and for a period of one (1) year after the last
provision of Goods.
24. GENERAL PROVISION; These terms and conditions supersede all other communications,
negotiations and prior oral or written statements regarding the subject matter of this Agreement No
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 behall by a duly authorized
representative of Seller No conditions, usage of trade, course of dealing or pertormance, understanding
or agreement purporting to modify, vary, explain, or supplement this Agreement shall be binding unless
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 Sellers receipt, acknowledgment, or 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 specifically rejecled
and deemed a material alteration hereof If this document shall be deemed an acceptance of a prior
offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or
different terms set forth herein Seller reserves the right to subcontract Services to others. No waiver
by either party with respect to any breach or default or of any right or remedy, and no course of dealing,
shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or
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
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 al Ohio without regard to its conflict ellaws principles 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
transactions relating to this contract, may be brought by either party more than two (2) years after the
cause of action has accrued The U,N Convention on Contracts for the International Sales or Goods
shall not apply to this agreement
25 DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants Seller,
its affiliates, subsidiaries, and service providers, a non-exclusive, irrevocable, royally tree, worldwide
right and license to collect, compile, retain, use, reproduce, and create derivative works of, 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, or on behalf of,
Buyer, or collected or compiled by Seller, its affiliates, subsidiaries, or service providers through the
Goods, Parts, and/or Software Seller, its affiliates, subsidiaries, and service providers may collect,
compile, retain, use, reproduce, and create derivative works of Service Data: (i) to provide services,
support, and maintenance; (i) to develop and improve products, software, and services; and (iii) for
scientific and technical research and marketing purposes. Buyer is solely responsible for the Service
Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates, subsidiahes, 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, Is affiliates, subsidiaries, and service providers to
Buyer or any third party, The Service Data will be aggregated with other information, materials, or data
collected or compiled by, or provided to, Seller, its affiliates, subsidiaries, or service providers and
anonymized, such that the Service Data will not intentionally reveal Buyer's identity. In accordance with
applicable law, Service Data may be transferred, transmitted, or distributed to, stored, and processed
in, cloud computing environments in the United States or any other country in which Seller, its affiliates,
subsidiaries, or service providers maintain operations By using the Goods, Parts, and/or Software,
Buyer agrees to such use, transfer, transmission, distribution, storage, and processing of the Service
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
law, The rights and licenses granted herein to Seller's service providers shall only be granted to the
extent service providers are providing goods and services on Seller's and its affiliates and subsidiaries
behalf
26, PRIVAC(: Seller will collect and process personal data of those employed by or otherwise affiliated
with Buyer in accordance with Seller's "Privacy Notice for Customers and Suppliers — California"
available here www.vertiv,eromgAgniveey (the "Notice"), which Notice the Buyer hereby acknowledges
having received, read, and understood. In !ha event of any queries or concerns with its contents, Buyer
must contact Seller at the contact details provided in the Notice prior to entering into this Agreement or
the commencement of performance hereunder, in failure of which, the terms of the Notice will be deemed
accepted and consented to in their entirety,
27 , CQNDITIPNS.: The Buyer shall furnish to Seller, al no cost, suitable
working space, storage space, adequate heal, telephone, light, ventilation, regulated electric power 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 technician or an
authorized agent to access any site requested by Buyer to perform services, including services on
different scopes of work and equipment as requested by Buyer, Buyer shall provide the means to shut-
off and secure electric power to the equipment and provide safe working conditions Seller is under no
obligation to remove or dispose of Parts or equipment unless specifically agreed upon in Selier's scope
of work. Buyer shall immediately inform Seller, in writing, al the lime of order placement and thereafter,
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
Solely Sheets regarding the same. Any losses, costs, damages, claims and expenses incurred by Seller
as a result of Buyer's failure to so advise Seller shall be borne by Buyer Seller, in its sole discretion and
without cost or penally, reserves the right to cancel its performance under this Agreement or any order
immediately upon written notice to Buyer following Seller discovery of unsafe or hazardous site
substance or condition or any other circumstance altering Seller's performance hereunder. Buyer shall
appoint a representative familiar with the site and the nature of Seller's performance to be accessible al
all times that Seller personnel are al the site Seller shall not be liable for any expenses incurred by
Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyer's building
structure that restricts Seller access Buyer personnel shall cooperate with and provide all necessary
assistance to Seller. Seller shall not be liable or responsible for any work performed by Buyer
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
death, to third parties to the extant caused by a negligent act or omission ol 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 indomnitee'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 light lo choose counsel and settle claims,
or the indemnifying party's obligations herein shall be deemed waived,