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HomeMy WebLinkAboutVertiv Corporation - Proposal for Service Q VERTIV. Proposal for Service Vertiv Corporation 7/26/2023 YAKIMA CNTY RESOURCE CTR 2403 S 18TH ST UNION GAP, WA, 98903 ir26il. 23 YAKIMA CNl'd RESOURCE:-Cr C Thank you for your interest in Vertiv Corporation.We are pleased to submit the 2403 S 18TH ST following proposal for your review and consideration. UNION GAP,WA, 98903 CPQ-522067-1 As the rate of change and complexity in your data center increases, 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 Fax. Order to assist timely order processing. Should you have any questions regarding Email• the proposal,feel free to contact me directly at(614)841-6032. I look forward to your response and the opportunity to work together to improve your data center investment. Sincerely, Vincent Klaski 505 North Cleveland Avenue Westerville, OH 43082 PHONE(614)841-6032 FAX EMAIL Vincent.Klaski@vertiv.com Order CPQ-522067-1 Q VERTIY' Liebert UPS/Power/Battery Services: • We are the Original Equipment Manufacturer and the experts on Liebert equipment with access to updates 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, so any issue can be resolved in the least amount of time possible. • To make sure we get the right part to the right place at the right time,we have the industry's most sophisticated parts logistics system. No matter where you are in the US we also have a parts warehouse close to serve you. • We maintain and follow all safety and compliance regulations necessary to keep CE's from harm and protect you, our customers from liability.We care about your safety. Standard Maintenance Contracts: Site#: 1162199 YAKIMA CNTY RESOURCE CTR 2403 S 18TH ST UNION GAP,WA 98903 US Tag# Description Model# Annual PM Qty. Coverage Type Coverage Amount (Coverage Dates) 1723273 NX 40-80 38SA060AOA00 1 ESSENTIAL $4 842 72 (08/07/2023)-(08/06/2024) 1725192 SEALED BATTERY 38BP080XUX1BCSG 1 Essential 8x5 $1,451.19 (08/07/2023)-(08/06/2024) 1725195 SEALED BATTERY 38BP080XUX1 BDSG 1 Essential 8x5 $1,451.19 (08/07/2023)-(08/06/2024) 1725198 N BDC 75 FFC07C5NNG3S230 1 ESSENTIAL X $1,654.90 (08/07/2023)-(08/06/2024), Total price not including tax: $9,400.00 any tax required must be included in customer purchase order Payment Terms: Net 30 Days VERTIV. SCOPE OF WORK UNINTERRUPTIBLE POWER SYSTEMS ALL 3-PHASE MODELS ESSENTIAL SERVICE - 1 PM SERVICE SUMMARY Feature Detail On-Site Service Includes 1 Preventive Maintenance Service,scheduled by the customer between 8am-5pm.Monday- Friday(excluding national holidays). Response Time Guaranteed 4-hour on-site emergency response.7 days/week,24 hours/day,within 150 miles of a Vertiv's 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&Travel Includes 100%labor and travel coverage 7 days/week,24 hours/day,within the 48 contiguous states and Hawaii. Service Professional 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 PROPRIETARY SERVICE TOOLS AND SOFTWARE Vertiv Customer Engineers(CEs)are the only authorized,factory-trained and OEM-supported service providers for Vertiv equipment with access to Vertiv's proprietary service tools and software to ensure optimal equipment performance. • Using proprietary software PPvis",Paramset".and WinSVT"CEs apply Vertiv's knowledge base to diagnose.configure and optimize your Vertiv equipment. • Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest version of operational firmware to ensure equipment is running at optimal performance and efficiency levels. • Vertiv exclusively enables: • Access to OEM engineering support and product enhancements. • Optimized methods of procedure for efficient service supported by proprietary documentation. • Improved MTBR and MTTR. • Root cause forensic analysis. • Continual improvements with tested and certified updates for software and hardware improvements throughout the equipment's lifecycle. • CEs 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. • Benchmarking 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 Service CEs are trained in NFPA 70E and OSHA best practices,and all processes and procedures strictly comply with NFPA 70E industry standards. VERTIV. SERVICE PERFORMED Annual Service 1. Perform temperature check on all breakers,connections,and associated controls.Repair and/or report all high temperature areas. 2. Perform a complete visual inspection of the equipment including subassemblies,wiring harnesses,contacts,cables,and major components. 3. Check air filters 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 cabinet. 7. Measure and record the do float voltage at the UPS and at the battery 8. 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"(if applicable). 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 tightness and heat discoloration. 15. Check fuses on the DC capacitor deck for continuity(if applicable). 16. With customer approval,perform operational test of the system,including unit transfer and battery discharge. 17. Calibrate and record all electronics to system specifications. 18. Check or perform Engineering Field Change Notices(FCN)as necessary. 19. Measure and record all low-voltage power supply levels. 20. Record phase-to-phase input voltage and currents. 21. 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 of the battery,battery cabinet or rack and battery room and note any deficiencies and recommendations. ASSUMPTIONS AND CLARIFICATIONS Parts coverage excludes batteries,air filters,proactive full bank capacitor replacement and fan replacement. Customer should check air filters monthly for cleanliness and replace as necessary. Maintenance does not include System Control Cabinet,Power Tie,Breaker Cabinets,Load Bus Sync or Maintenance Bypass Cabinets. The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance program for the battery system. Modular designed UPS systems may have less accessibility to listed"if applicable"checks above due to the design and usage of certain UPS systems. VERTIV. 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 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 Terms&Conditions or the terms of a Master Agreement between the parties, if any,shall apply. SCOPE OF WORK POWER DISTRIBUTION SYSTEMS ALL MODELS ESSENTIAL SERVICE -1 PM SERVICE SUMMARY Feature Detail On-Site Service Includes 1 Preventive Maintenance Service,scheduled by the customer between 8am-5pm,Monday- Friday(excluding national holidays). Response Time 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&Travel Includes 100%labor and travel coverage 7 days/week,24 hours/day,within the 48 contiguous states and Hawaii. Service Professional Performed by Vertiv factory trained and authorized technician.Vertiv Services is the OEM service provider for Liebert products. SERVICE PERFORMED Full Preventive Maintenance Service 1. Perform a complete visual inspection of the interior and exterior of equipment for any damaged or broken components. 2. Verify equipment is properly grounded and that the phase,neutral and ground wiring is in accordance with the Installation manual. 3. Check for proper clearance around the unit. 4. Clean interior of equipment for dirt and debris. 5. Inspect all circuit breaker(s),terminal blocks,and ground/neutral bus bar connections for tightness. 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 applicable). 9. Verify all installed options are operating properly(if applicable). 10. Verify continuity of all fuses(if applicable). 11. Measure voltage and current at each panelboard main input breaker(phases,neutral and ground). 12. verify 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 LDM/LDMF(For Newly installed branch circuit breakers). 1. Verify firmware and update as required. 2. Verify the location,alarm set points,number of poles,and address of every newly installed breaker. 3. Verify the CT ratio for every newly installed breaker. 4. Demonstrate use of software tools.(if applicable) 5. (Excludes interoperability with SiteScan and Building Management Systems) 6. Save the configuration file to a laptop as a backup for customer.(If applicable) ASSUMPTIONS AND CLARIFICATIONS Parts coverage excludes branch circuit breakers. CUSTOMER RESPONSIBILITIES In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following: • Point of Contact:Provide an authorized point of contact(s).specific for the scope of work,for scheduling and coordination purposes. • Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378. • Site Access:Prior to time of scheduled work.provide site access including any customer required escort,security clearance, safety training and badging for Vertiv service personnel. • Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work.notify Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc. • Shutdown:Service may require shutdown of load to ensure electrical connection integrity. • Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24-hours prior to scheduled event. TERMS AND CONDITIONS Subject to all Terms&Conditions as noted in the Vertiv Services Terms&Conditions or the terms of a Master Agreement between the parties,if any,shall apply. SCOPE OF WORK STATIONARY BATTERY SYSTEMS VRLA(SEALED) BATTERY ESSENTIAL SERVICE-1 PM SERVICE SUMMARY Feature Detail On-Site Service Includes 1 Preventive Maintenance Service,scheduled by the customer between 8am-5pm,Monday- Friday(excluding national holidays). Response Time Guaranteed 4-hour on-site emergency response,7 days/week,24 hours/day,within 150 miles of a Vertiv's Service City. Customer Support Includes access to the Customer Resolution Center(1-800-543-2378)and the Vertiv Customer Services Network Online Internet portal. Internal Battery Coverage Includes parts,labor,disposal and battery jars as required-up to 10%of the battery jars per year,not accumulated over contract term(limits may apply;see Assumptions and Clarifications,as applicable, for more details). Labor&Travel Includes 100%labor and travel coverage 7 days/week,24 hours/day,within the 48 contiguous states and Hawaii. Service Professional 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. Battery Recycling Includes battery recycling as required,with documentation meeting EPA requirements. SERVICE PERFORMED PM Service 1. Inspect the appearance and cleanliness of the battery and the battery room.Clean normal cell top dirt accumulation(to be done only with battery off line). 2. Measure and record the total battery float voltage and charging current. 3. Measure and record overall AC ripple voltage. 4. Measure and record 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. Verify the condition of the ventilation equipment,if applicable. 9. Verify the integrity of the battery rack/cabinet. 10. Measure and record 100%of the cell temperatures. 11. Measure and record the float voltage of all cells. V. 12. Measure and record all internal Ohmic values. 13. Measure and record all battery connection Ohmic values,when applicable. 14. Provide a detailed written report noting any deficiencies and corrective action needed,taken,and/or planned. Conditions for Single Jar Replacement Service for Lead Acid Batteries 1. 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 a 12-month period as exclusively determined by Vertiv Services. 4. Contracts have no cash value for future years or full string battery replacements.Single jar replacement is limited to batteries in the original string. ASSUMPTIONS AND CLARIFICATIONS Does not include labor for full-string replacement. 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 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 Terms&Conditions or the terms of a Master Agreement between the parties, if any,shall apply. 0 VERTIV. ;, Order Number:CPQ-522067-1 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 PO should be e-mailed or faxed with signed proposal to. Vertiv Corporation c/o Vincent Klaski Attn: Vincent Klaski Email: Vincent.Klaski@vertiv.com Fax: Please complete the following information(All fields are required): Purchase Order Number: Purchase Order attached: ❑Yes ❑ No If PO NOT attached, please specify reason: Invoice Delivery Method: ❑Web Billing(Attach Instructions) ❑ Mail ❑ Other 0 Accounts Payable Email @ Billing Contact Person: _ , Phone: ., Email: Fax# Bill-To Company Name: Bill-To Address: Federal Tax ID# Bill-To City, ST Zip: Tax Exempt: 0 Yes(Attach tax exempt certificate) 0 No Site Services/IT Contact Person: Phone: **COVERAGE DETAILS** For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty(30)days,parts required to bring equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call. All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified in any way. This Proposal is valid for 30 days from the date of this Proposal unless otherwise noted.INFORMATION TO BUYER:This order between the Buyer and Seller is limited to Seller's Terms and Conditions located at termsconditions.vertivco.com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties,in which case the Terms and Conditions of the signed agreement shall govern.Seller hereby objects to all Buyer's terms and conditions received by Seller and/or issued by Buyer. Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order number is not used,then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below. Thank you for your bu ess. Pr.'. d By: Accep d By: - Vince? Date :uyer Si re Re red Date 12i . e;�,: C' jLcc ,j + .ci• � Printed N.me Title Phone —13� CITY CONTR a�� RESOLUTION NO: I` VERTIV. Vertiv Corporation TERMS AND CONDITIONS OF SALE Vertiv Corporation is herein referred to as the"Seller"and the customer or person or entity purchasing spotting,switching,handling,storage and other accessorial services and demurrage shall be borne by goods and/or services("Goods") and/or parts required for services("Parts")or licensing software the customer,and any related increase in transportation charges shall be added to the quoted price. and/or firmware,which are preloaded,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, 5. LIMITED WARRANTY: Subject to the limitations of Section 6,Sellers standard warranty that is Seller's scope or statement of work,or invoice from Seller relevant to the sale of the Goods,Parts and applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the licensing of Software by Seller,and all associated terms,conditions and documents incorporated by sale of Sellers Goods and/or Software and its terms,conditions and limitations are incorporated by specific reference herein or therein,constitute the complete and exclusive statement of the terms of reference herein and Seller warrants that it will perform the services as described in these terms and the agreement("Agreement")governing the sale of Goods,Parts,and/or license of Software by Seller conditions and will exercise all reasonable skill,care and due diligence in the performance of the to Buyer.Any discrepancies between the terms of the above referenced documents shall be resolved services.Seller warrants that all services performed shall be free from faulty workmanship for a period by Seller.Seller's acceptance of Buyers purchase order is expressly conditional on Buyers assent to of thirty(30)days from completion of services. Thermal Solution Components, including but not all of Sellers terms and conditions of sale,including terms and conditions that are different from or limited to,fans,air-to-air heat exchangers,air conditioners,emergency DC vent systems and filtered additional to the terms and conditions of Buyers purchase order.Buyers acceptance of the Goods, thermal vent systems are warranted to be free from defects in material and workmanship for a period Parts,and/or Software will manifest Buyers assent to the terms of this Agreement.Seller reserves the of twelve(12)months from date of shipment,or manufacturers pass through warranty,whichever is right in its sole discretion to refuse orders. 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 1. PRICES: Unless otherwise specified in writing by Seller,the price quoted or specified by Seller for air conditioner unit does not vary by greater than+/-10%;and(iii)in the event of accidental or the Goods,Parts and/or Software shall remain in effect for thirty(30)days after the date of Sellers intentional shut-off,a Thermal Solution Component will not be restarted for at least five(5)minutes; quotation,Sellers scope of work or acknowledgment of Buyers order for the Goods,whichever occurs and(iv)the refrigerant specified on the unit nameplate label will be the only refrigerant utilized in the first,provided an unconditional authorization from Buyer for the shipment or performance of the Goods air conditioner unit; and, (v) Buyer complies with all installation, operations and maintenance and/or Parts,and/or Software is received and accepted by Seller within such time period. If such instructions provided by Seller.Goods,Parts and/or Software purchased by Seller from a third party authorization is not received by Seller within such thirty(30)day period,Seller shall have the right to for resale or license to Buyer("Resale Products")shall carry only the warranty extended by the change the price for the Goods,Parts and/or Software to Sellers price for the Goods,Parts,and/or original manufacturer.To the extent assignable,Seller assigns to Buyer any warranties that are made Software at the time of Sellers shipment or performance thereof.All prices and licensee fees are by manufacturers and suppliers of such Resale Products.EXCEPT AS SPECIFIED ABOVE,RESALE exclusive of taxes,transportation and insurance,which are to be home by Buyer.Seller reserves the PRODUCTS FURNISHED HEREUNDER ARE FURNISHED AS-IS, WHERE-IS, WITH NO right to correct any obvious errors in specifications or prices and,in the event of a force majeure event, WARRANTY WHATSOEVER. THE WARRANTY SET FORTH IN THIS SECTION 5 AND THE make equitable adjustments in Sellers price for the Goods,Parts,and/or Software prior to Sellers WARRANTY SET FORTH IN SECTION 8 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN shipment or performance thereof.Unless otherwise specified by Seller,Parts that are required for the BY SELLER WITH RESPECT TO THE GOODS AND/OR SOFTWARE AND ARE IN LIEU OF AND performance of services will be furnished at Sellers then-prevailing prices.A service charge of$19.99 EXCLUDE ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,ARISING BY OPERATION OF LAW will be added to all orders which,excluding shipping charges,taxes,and insurance,do not meet the OR OTHERWISE,INCLUDING WITHOUT LIMITATION,MERCHANTABILITY AND FITNESS FOR A minimum order value of$750.00.The service charge amount and/or minimum order value may be PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED changed by Seller at any time,without notice. TO SELLER IN SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER 2. TAXES: My current or future tax,duty, tariff or governmental charge(or increase in same) FOR BUYER'S USE OR PURPOSE.SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS affecting Sellers costs of production,sale,services or delivery or shipment of Goods Parts,and/or WHO BUY FOR INDUSTRIAL OR COMMERCIAL USE.This warranty does not extend to any losses Software,or which Seller is otherwise required to pay or collect in connection with the sale,purchase, or damages due to misuse,accident,abuse,neglect,normal wear and tear,negligence(other than delivery, performance, storage, processing,use or consumption of Goods,Parts, and/or Software, Sellers),unauthorized modification or alteration,use beyond rated capacity,unsuitable power sources shall be for Buyers account and shall be added to the price or billed to Buyer separately,at Sellers or environmental conditions,improper installation,repair,handling,maintenance or application or any election. 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 3. TERMS OF PAYMENT: Unless otherwise specified by Seller,terms are net thirty(30)days from the Goods and/or Software and the preparation of Sellers quotation,and/or scope of work,and in the date of Sellers invoice in U.S.currency.Seller shall have the right,among other remedies,either to event that actual operating conditions or other conditions differ from those represented by Buyer,any terminate this Agreement or to suspend further performance under this and/or other agreements with warranties or other provisions contained herein that are affected by such conditions shall be null and Buyer in the event Buyer fails to make any payment when due,which other agreements Buyer and void. Buyer assumes all other responsibility for any loss,damage,or injury to persons or property Seller hereby amend accordingly. Buyer shall be liable for all expenses,including attorneys'fees, arising out of,connected with,or resulting from the use of Goods,Parts,and/or Software,either alone relating to the collection of past due amounts.If any payment owed to Seller is not paid when due,it or in combination with other products/components. shall bear interest,at a rate to 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 6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR payment by enforcing any applicable mechanic's, labor, construction or similar lien rights. Should BREACH OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED Buyers financial responsibility become unsatisfactory to Seller,cash payments or security satisfactory UNDER SECTION 8)SHALL BE LIMITED TO REPAIR,CORRECTION OR REPLACEMENT,OR to Seller may be required by Seller for future deliveries or performance of Goods, Parts, and/or REFUND OF THE PURCHASE PRICE UNDER SECTION 5.SELLER SHALL NOT BE LIABLE FOR Software. If such cash payment or security is not provided,in addition to Sellers other rights and DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET remedies, Seller may discontinue deliveries or performance. Buyer hereby grants Seller a security FORTH IN THIS AGREEMENT ARE EXCLUSIVE.IN NO EVENT,REGARDLESS OF THE FORM OF interest in all Goods, Parts,and/or Software sold to Buyer by Seller,which security interest shall THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, continue until all such Goods, Parts, and/or Software are fully paid for, and Buyer, upon Sellers NEGLIGENCE,STRICT LIABILITY,OTHER TORT OR OTHERWISE),SHALL SELLER'S LIABILITY demand,will execute and deliver to Seller such instruments as Seller requests to protect and perfect TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC such security interest. 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 4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain CUSTOMERS SHALL NOT EXTEND TO INCLUDE INCIDENTAL,CONSEQUENTIAL OR PUNITIVE the delivery date(s)and/or performance dates acknowledged or quoted by Seller,all shipping dates DAMAGES.The term"consequential damages"shall include,but not be limited to,loss of anticipated and/or performance dates are approximate and not guaranteed.Seller reserves the right to make profits, business interruption, loss of use, revenue, reputation and data, costs incurred, including partial shipments. Seller, at its option, shall not be bound to tender delivery of any Goods, Parts, without limitation,for capital,fuel,power and loss or damage to property or equipment.It is expressly and/or Software for which Buyer has not provided shipping instructions and other required information. understood that any technical advice furnished by Seller with respect to the use of the Goods,Parts If the shipment or performance of the Goods,Parts,and/or Software is postponed or delayed by Buyer and/or Software is given without charge,and Seller assumes no obligation or liability for the advice for any reason,Buyer agrees to reimburse Seller for any and all storage costs and other additional given,or results obtained,all such advice being given and accepted at Buyers risk. expenses resulting therefrom. For sales in which the end destination of the Goods, Parts,and/or Software is outside of the United States(except for those international sales to Sellers affiliated 7. INSURANCE:Seller shall maintain the following insurance or self-insurance coverage.Worker's companies),risk of loss and legal title to the Goods, Parts,and/or Software shall transfer to Buyer Compensation in accordance with the statutory requirements of the state in which the work is immediately after the Goods,Parts,and/or Software have passed beyond the territorial limits of the performed.Employers Liability with a limit of liability of$2,000,000 per occurrence for bodily injury by United States.For international sales to Sellers affiliated companies,all shipments of Goods,Parts, accident or bodily injury by disease.Commercial General Liability(CGL)for bodily injury and property and/or Software are made on a Delivered at Place(DAP)basis, per Incoterms 2020,with freight damage with a limit of$2,000,000 per occurrence and per location aggregate.Automobile Liability charges from Sellers facility to destination terminal invoiced to buyer either on a Prepaid or PPD/Add insurance that covers usage of all owned,non-owned and leased vehicles and which is subject to a basis,as agreed to by Seller and Buyer.All other shipments of Goods,Parts,and/or Software are combined single limit per occurrence of $2,000,000. Automobile Liability insurance includes made on an Ex Works (EXW) Sellers Shipping Point basis, per Incoterms 2020, with Seller Contractual Liability,but no special endorsements.Buyer expressly acknowledges and agrees that responsible to load goods on Buyers nominated vehicle. My claims for shortages or damages Seller has set its prices and entered into this Agreement in reliance upon the limitations of liability, suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the carrier. insurance coverage,and other terms and conditions specified herein,which allocate the risk between Notwithstanding the above,risk of loss and legal title to Parts shall transfer to Buyer(i)upon delivery Seller and Buyer and form a basis of this bargain between the parties. by the Seller,or(ii)at the time Parts are placed in storage due to Buyers delay or postponement. Shortages or damages must be identified and signed for at the time of delivery.Requests for changes 8. PATENTS AND COPYRIGHTS:Subject to the limitations of the second paragraph of Section 6 in quoted transportation modes will not be made or accepted on orders already processed unless and any and all associated terms,conditions and documents incorporated by specific reference by otherwise mutually agreed upon by Seller and Buyer.Requests for changes in quoted transportation Seller,Seller warrants that the Goods and/or Software sold,except as are made specifically for Buyer modes to orders already accepted by Seller will be subject to new freight terms and billed at the price according to Buyers specifications,do not infringe any valid U.S.patent or copyright in existence as of in effect at the time of the request for change.Any request for changes to quoted transportation modes the date of shipment.This warranty is given upon the condition that Buyer promptly notify Seller of any must be submitted in writing to Seller and am subject to Sellers acceptance and adjustment in freight claim or suit involving Buyer in which such infringement is alleged and cooperate fully with Seller and price.The transportation costs quoted by Seller may be changed by Seller without notice in order to permit Seller to control completely the defense,settlement or compromise of any such allegation of reflect Seller's prices at the time of shipment and will reflect any market increase in transportation infringement.Sellers warranty as to utility patents only applies to infringement arising solely out of costs.If a price for delivery has been quoted,any changes at the destination for transportation modes, Buyers operation according to Sellers specifications and instructions of such Goods and/or Software. Q VERTIV In the event(i)such Goods and/or Software are held to infringe such a U.S.patent or copyright in such 18. RETURNED GOODS: Advance written permission to return Goods,Parts,and/or Software must suit,and the use of such Goods and/or Software is enjoined,or(ii)a compromise or settlement is be obtained from Seller in accordance with Seller's then current Return Material Authorization(RMA) made by Seller,Seller shall have the right,at its option and expense,to procure for Buyer the right to procedures and a return authorization number issued.Such Goods,Parts,and/or Software must be(i) continue using such Goods and/or Software, or replace them with non-infringing Goods and/or current,unused,catalogued Goods,Parts,and/or Software,still in original packaging(ii)free of all Software,or modify same to become non-infringing,or grant Buyer a credit for the depreciated value liens,encumbrances,or other claims,and(iii)shipped,transportation prepaid,to Seller's specified of such Goods and/or Software and accept return of them.In the event of the foregoing,Seller may location. Returns made without proper written permission will not be accepted by Seller. Seller also,at its option,cancel the agreement as to future deliveries of such Goods and/or Software,without reserves the right to inspect Goods,Parts,and/or Software prior to authorizing return. 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 19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller's then prevailing labor Software. rates and Parts prices for any of the following:a)any services not specified in Seller's quotation, Seller's order acknowledgement,Seller's scope of work,or other documents referenced herein and 9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non- therein;b)any services performed at times other than Sellers normal service hours;c)if timely and performance due to acts of God;acts of Buyer;war;viral outbreaks,disease,pandemic,widespread reasonable site and/or equipment access is denied the Seller service representative; d) if it is sickness,or epidemic;fire;flood;weather;sabotage;strikes or labor disputes;civil disturbances or necessary,due to local circumstances,to use union labor or hire an outside contractor,Seller service riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions; personnel will provide supervision only and the cost of such union or contract labor will be charged to unavailability of or delays in transportation; unavailability of or delays in the supply of materials, Buyer;(e)if service or repair is necessary to return equipment to proper operating condition as a result components,parts or labor required for the design and/or manufacture of Goods,Software or the of other than Seller(i)maintenance,repair,or modification(including,without limitation,changes in performance by Seller hereunder;default of suppliers;or unforeseen circumstances,acts or omissions specifications or incorporation of attachments or other features), (ii)misuse or neglect,(including, of Buyer,or any events or causes beyond Sellers reasonable control.Deliveries or other performance without limitation,failure to maintain facilities and equipment in a reasonable manner),(iii)failure to may be suspended for an appropriate period of time or canceled by Seller upon notice to Buyer in the operate equipment in accordance with applicable specifications, and(iv)catastrophe,accident, or event of any of the foregoing,but the balance of this Agreement shall otherwise remain unaffected as other causes external to equipment;(f)Seller's performance is made more burdensome or costly as a a result of the foregoing.If Seller determines that its ability to supply the total demand for the Goods, result of Buyer's failure to comply with its obligations herein, or(g) any additional obligations or Parts, and/or Software, or to obtain material used directly or indirectly in the manufacture of the requirements,including but not limited to those related to insurance requirements,service delivery, Goods,Parts,and/or Software,is hindered,limited or made impracticable due to causes set forth in building entry or technical training. this paragraph,Seller may delay or cancel performance,make equitable adjustments in Sellers price for the Goods, Parts, and/or Software, and/or allocate its available supply of the Goods, Parts, 20. DRAWINGS: Sellers documentation, prints and drawings (including without limitation, the Software,and/or such material(without obligation to acquire other supplies of any such Goods,Parts, underlying technology)furnished by Seller to Buyer in connection with this Agreement are the property Software, or material)among its purchasers on such basis as Seller determines to be equitable of Seller and Seller retains all rights,including without limitation,exclusive rights of use,licensing and without liability for any failure of performance which may result therefrom. sale.Possession of such prints or drawings does not convey to Buyer any rights or license,and Buyer shall return all copies(in whatever medium)of such prints or drawings to Seller immediately upon 10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and request therefor. Notwithstanding the foregoing, Buyer may use the documentation, prints and upon payment to Seller of Sellers cancellation charges which include,among other things,all costs drawings in connection with the use of the Goods,Parts,and/or Software. 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. 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 connection with 11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software the selection or design of the Goods,Parts,and/or Software,and/or the provision of services,and the consistent with Sellers specifications and criteria.In the event such changes or additions are accepted actual operating conditions or other circumstances differ from those provided by Buyer and relied upon by Seller,Seller may revise the price,license fees,and dates of delivery and/or performance dates. by Seller,any warranties or other provisions contained herein which are affected by such conditions Seller reserves the right to change designs and specifications for the Goods,Parts,and/or Software shall be null and void. 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, 22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws,regulations, and/or Software manufactured prior to the date of such change. orders and requirements,including without limitation those of the United States and the European Union,and the jurisdictions in which the Seller and Buyer are established or from which Goods,Parts, 12. NUCLEAR/MEDICAL: GOODS,PARTS,AND SOFTWARE SOLD HEREUNDER ARE NOT FOR Software,and services may be supplied,will apply to their receipt and use.In no event shall Buyer USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED use,transfer,release,import,export,Goods,Parts,or Software in violation of such applicable laws, APPLICATIONS.Buyer accepts Goods,Parts,and Software with the foregoing understanding,agrees regulations,orders or requirements. 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 23. NON-SOLICITATION: Buyer shall not solicit,directly or indirectly,or employ any employee of and consequential damages,arising from such use,whether the cause of action be based in tort, Seller during the period any Goods are being provided to Buyer and for a period of one(1)year after contract or otherwise,including allegations that the Sellers liability is based on negligence or strict the last provision of Goods. liability. 24. GENERAL PROVISIONS: These terms and conditions supersede all other communications, 13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest negotiations and prior oral or written statements regarding the subject matter of this Agreement.No herein without the prior written consent of Seller,and any such assignment,without such consent, change,modification,rescission,discharge,abandonment,or waiver of these terms and conditions shall be void shall be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized representative of Seller. No conditions, usage of trade, course of dealing or performance, 14. SOFTWARE. Notwithstanding any other provision herein to the contrary,Seller or applicable third understanding or agreement purporting to modify,vary,explain,or supplement this Agreement shall party licensor to Seller shall retain all rights of ownership and title in its respective Software,including be binding unless hereafter made in writing and signed by the party to be bound,and no modification without limitation all rights of ownership and title in its respective copies of such Software.Except as or additional terms shall be applicable to this Agreement by Sellers receipt, acknowledgment, or otherwise provided herein, Buyer is hereby granted a nonexclusive, non-transferable royalty free acceptance of purchase orders,shipping instruction forms,or other documentation containing terms at license to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing variance with or in addition to those set forth herein.Any such modifications or additional terms are such Goods purchased from Seller.All other Software shall be furnished to,and used by,Buyer only specifically rejected and deemed a material alteration hereof.If this document shall be deemed an after execution of Seller's(or the licensors)applicable standard license agreement,the terms of which acceptance of a prior offer by Buyer,such acceptance is expressly conditional upon Buyer's assent to are incorporated herein by reference. 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 15. TOOLING: Tool,die,and pattern charges,if any,are in addition to the price of the Goods and are no course of dealing,shall be deemed to constitute a continuing waiver of any other breach or default due and payable upon completion of the tooling.All such tools,dies and patterns shall be and remain or of any other right or remedy,unless such waiver be expressed in writing and signed by the party to the property of Seller.Charges for tools,dies,and patterns do not convey to Buyer,title,ownership be bound.All typographical or clerical errors made by Seller in any quotation,acknowledgment or interest in,or rights to possession or removal,or prevent their use by Seller for other purchasers, publication are subject to correction.The validity,performance,and all other matters relating to the except as otherwise expressly provided by Seller and Buyer in writing with reference to this provision. interpretation and effect of this Agreement shall be governed by the law of the state of Ohio without regard to its conflict of laws principles.Buyer and Seller agree that the proper venue for all actions 16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically arising in connection herewith shall be only in Ohio and the parties agree to submit to such jurisdiction. identified in Sellers quotation.If additional copies of data/documentation are to be provided by Seller, No action,regardless of form,arising out of transactions relating to this contract,may be brought by it shall be provided to Buyer at Seller's applicable prices then in effect. either party more than two(2)years after the cause of action has accrued.The U.N.Convention on Contracts for the International Sales of Goods shall not apply to this agreement. 17. INSPECTION/TESTING: 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 test procedures 25. DATA COLLECTION AND USE:By using the Goods,Parts and/or Software,Buyer grants Seller, prior to shipment,which inspection and testing shall be conducted at Seller's plant at such reasonable its affiliates,subsidiaries,and service providers,a non-exclusive,irrevocable,royalty free,worldwide time as is specified by Seller.Any rejection of the Goods and/or Software must be made promptly by right and license to collect,compile,retain,use,reproduce,and create derivative works of,your non- Buyer before shipment.Tests shall be deemed to be satisfactorily completed and the test fully met personal information and data, which includes without limitation, all data, materials, reports, text, when the Goods and/or Software meet Sellers criteria for such procedures.If Buyer does not inspect sound,video,image files,software or any other information("Service Data")that is provided by,or on the Goods and/or Software at Seller's plant as provided herein,Buyer shall have ten(10)days from(i) behalf of,Buyer,or collected or compiled by Seller,its affiliates,subsidiaries,or service providers the date of delivery of Goods,Parts,and/or Software and(ii)from the date of completion of each through the Goods,Parts,and/or Software.Seller,its affiliates, subsidiaries,and service providers portion of the services to inspect the Goods,Parts,and/or Software,and in the event of any non- may collect,compile,retain,use,reproduce,and create derivative works of Service Data:(i)to provide conformity,Buyer must give written notice to Seller within said period stating why the Goods,Parts, services,support,and maintenance;(ii)to develop and improve products,software,and services;and and/or Software are not conforming. Failure by Buyer to give such notice constitutes unqualified (iii)for scientific and technical research and marketing purposes.Buyer is solely responsible for the acceptance of the Goods,Parts,and/or Software.Buyer's sole remedy for non-conforming services Service Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates, shall be correct performance of services incorrectly performed by Seller. 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,subsidiaries, F•,, V. 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 Sellers and its affiliates and subsidiaries behalf. 26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise affiliated with Buyer in accordance with Sellers "Privacy Notice for Customers and Suppliers — California"available here www.vertiv.com/ca-privacy(the"Notice"),which Notice the Buyer hereby acknowledges having received,read,and understood.In the 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. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller,at no cost,suitable working space,storage space,adequate heat,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 Sellers scope of work.Buyer shall immediately inform Seller,in writing,at the time 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 Safety Sheets regarding the same.Any losses,costs,damages,claims and expenses incurred by Seller as a result of Buyers failure to so advise Seller shall be borne by Buyer. Seller, in its sole discretion and without cost or penalty, 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 at all times that Seller personnel are at 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 extent caused by a negligent act or omission of the party providing indemnification or a party's subcontractors, agents or employees during performance of services hereunder.Such indemnification shall be reduced to the extent damage or injuries are attributable to others and in no event shall the indemnifying party be obligated to indemnify or insure the other party for the indemnitee's own fault or negligence.The indemnifying party shall defend the other party in accordance with and to the extent of the above indemnification,provided that the indemnifying party is i)promptly notified by the other party,in writing,of any claims,demands or suits for such damages or injuries;ii)given all reasonable information and assistance by the other party;iii)given full control over any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle claims,or the indemnifying party's obligations herein shall be deemed waived. COPYRIGHT 2022 Vertiv Group Corp.All rights reserved.Vertiv”"and the Vertiv logo are trademarks or registered trademarks of Vertiv Group Corp.All other names and logos referred to are trade names, trademarks or registered trademarks of their respective owners. While every precaution has been taken to ensure accuracy and completeness here,Vertiv Group Corp.assumes no responsibility,and disclaims all liability,for damages resulting from use of this information or for any errors or omissions. Specifications,rebates and other promotional offers are subject to change at Vertiv's sole discretion upon notice.SL-70604 REVS 5-22.